Ambuja Cements Ltd. - Proxy Solicitation & Information Statement 2025

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November 26, 2025

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

Sub.: Notice convening the Meeting of the Equity Shareholders of Ambuja Cements Limited (“Transferee Company” or “Company”) pursuant to the Order passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Hon’ble Tribunal”) in respect of Scheme of Arrangement between Penna Cement Industries Limited (“Transferor Company”) and the Company and their respective shareholders (“Scheme”).

Dear Sir/Madam,

We wish to inform you that as directed by the Hon’ble Tribunal pursuant to the order dated October 31, 2025, read with order dated November 19, 2025, a meeting of the Equity Shareholders of the Company shall be held on Tuesday, December 30, 2025, at 11:00 a.m. IST (1100 hours) through Video Conferencing (“ VC ”)/Other Audio Visual Means (“ OAVM ”), to consider, and if thought fit, approve the arrangement embodied in the Scheme.

The Notice, Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Annexures thereto (“ Notice ”) is enclosed herewith. The same is also being sent today through electronic mode to those equity shareholders whose email IDs are registered with the Registrar and Transfer Agent/depositories/the Company as on Friday, November 21, 2025.

The Company is providing electronic voting facility (remote e-voting and e-voting during the Meeting) to its equity shareholders to enable them to cast their votes. The details regarding electronic voting are provided below:

egarding electronic voting are	provided below:
EVSN	251117007
Cut-off Date for E-Voting	Tuesday,December 23,2025
Start Date and Time	Friday, December 26, 2025, at 09:00 a.m. IST (0900 hours)
End Date and Time	Monday, December 29, 2025, at 5:00 p.m. IST (1700 hours) The remote· e-voting module will be disabled by CDSL thereafter.

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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Those equity shareholders, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility during the Meeting.

The information and instructions for attending the Meeting including the manner of voting by the equity shareholders of the Company have been provided in the Notice of the Meeting.

All the above-mentioned documents will be posted on the Company's website at www.ambujacement.com.

Yours faithfully, For Ambuja Cements Limited MANISH Digitally signed by MANISH V MISTRY V MISTRY Date: 2025.11.26 20:00:27 +05'30' Manish Mistry Company Secretary & Compliance Officer

Encl.: as above

NOTICE - EQUITY SHAREHOLDERS

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AMBUJA CEMENTS LIMITED

		AMBUJA CEMENTS LIMITED
Registered Ofce	:	Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar,
		Ahmedabad – 382 421, Gujarat, India
Tel No.	:	+91 79-2656 5555
CIN	:	L26942GJ1981PLC004717
Website	:	www.ambujacement.com
E-mail	:	[email protected]

MEETING OF THE EQUITY SHAREHOLDERS

WHICH ALSO CONSISTS PUBLIC SHAREHOLDERS OF AMBUJA CEMENTS LIMITED ( convened pursuant to the order dated October 31, 2025, read with order dated November 19, 2025, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench )

MEETING:

MEETING:
Day	Tuesday
Date	December 30, 2025
Time	11 a.m. IST (1100 hours)
Mode	Through Video Conference/Other Audio-Visual Means

REMOTE E-VOTING:

REMOTE E-VOTING:
Start Date and Time	Friday, December 26, 2025 at 9:00 a.m. IST (0900 hours)
End Date and Time	Monday, December 29, 2025 at 5:00p.m. IST (1700 hours)
Cut-of Date for E-Voting	Tuesday, December 23, 2025

E-VOTING DURING THE MEETING

E-voting shall be available to the Equity Shareholders of Ambuja Cements Limited during the Meeting.

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INDEX
Sr. No. Contents Page No.
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1.	Notice convening the meeting of the equity shareholders (which also consists public shareholders) of Ambuja Cements Limited under the directions of the Hon’ble National CompanyLaw Tribunal, Ahmedabad Bench	04
2.	Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016	12
3.	Annexure 1
	Scheme of Arrangement between Penna Cement Industries Limited and Ambuja Cements Limited and their	37
	respective shareholders under Sections 230 to 232 and other applicableprovisions of the Companies Act, 2013
4.	Annexure 2
	Copy of the valuation report dated December 17, 2024, issued by BDO Valuation Advisory LLP, Registered Valuer	70
	(IBBI Registration No. IBBI/RV-E/02/2019/103) to the Board of Directors of Penna Cement Industries Limited
	(Valuation Report 1)
5.	Annexure 3
	Copy of the fairness opinion dated December 17, 2024, issued by Vivro Financial Services Private Limited, a SEBI	89
	registered Merchant Banker, to the Board of Directors of Penna Cement Industries Limited (Fairness Opinion 1)
6.	Annexure 4
	Copy of the Addendum to Valuation Report 1, dated March 3, 2025, issued by BDO Valuation Advisory LLP,	95
	Registered Valuer, in respect of Valuation Report 1_(Addendum to Valuation Report 1)_
7.	Annexure 5
	Copy of the Addendum to Fairness Opinion 1, dated March 3, 2025, issued by Vivro Financial Services Private	96
	Limited, a SEBI registered Merchant Banker, in respect of Addendum to Valuation Report 1 (Addendum to Fairness
	Opinion 1)
8.	Annexure 6
	Copy of the valuation report dated December 17, 2024, submitted by GT Valuation Advisors Private Limited,	98
	Registered Valuer (IBBI Registration No. IBBI/RV-E/05/2020/134) to the Board of Directors of the Ambuja Cements
	Limited_(Valuation Report 2)_
9.	Annexure 7
	Copy of the fairness opinion dated December 17, 2024, issued by IDBI Capital Markets & Securities Limited, a SEBI	109
	registered Merchant Banker, to the Board of Directors of Ambuja Cements Limited_(Fairness Opinion 2)_
10.	Annexure 8
	Copy of the Addendum to Valuation Report 2, dated March 3, 2025, issued by GT Valuation Advisors Private	115
	Limited, Registered Valuer, in respect of Valuation Report 2_(Addendum to Valuation Report 2)_
11.	Annexure 9
	Copy of the Addendum to Fairness Opinion 2, dated March 3, 2025, issued by IDBI Capital Markets & Securities	116
	Limited, a SEBI registered Merchant Banker, in respect of Addendum to Valuation Report 2_(Addendum to Fairness_
	Opinion 2)
12.	Annexure 10
	Copy of the No Complaint Report dated April 8, 2025, submitted by Ambuja Cements Limited to National Stock	118
	Exchange of India Limited
13.	Annexure 11
		120
	Copyof the No Complaint Report dated March 7, 2025, submitted byAmbuja Cements Limited to BSE Limited
14.	Annexure 12
	Copy of the no-objection letter dated April 30, 2025, from National Stock Exchange of India Limited to Ambuja	122
	Cements Limited
15.	Annexure 13
		125
	Copyof the no adverse observations letter dated April 29, 2025, from BSE Limited to Ambuja Cements Limited

Ambuja Cements Limited

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Sr. No. Contents Page No.
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16.	Annexure 14
	Details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action	128
	taken, if any, against Ambuja Cements Limited itspromoters and directors”
17.	Annexure 15
	Details in respect of the particulars mentioned/stipulated in: (i) clause m) of the no-objection letter dated	141
	April 30, 2025, received from NSE; and (ii) clause M. of the no adverse observation letter dated April 29, 2025,
	received from BSE
18.	Annexure 16
	Copy of the report adopted by the Board of Directors of Penna Cement Industries Limited, pursuant to the	183
	provisions of Section 232(2)(c) of the Companies Act, 2013
19.	Annexure 17
	Copy of the report adopted by the Board of Directors of Ambuja Cements Limited, pursuant to the provisions of	187
	Section 232(2)(c) of the Companies Act, 2013
20.	Annexure 18
	Summary of the Valuation Report 1 and Valuation Report 2, including the basis of such Valuation Report 1 and	191
	Valuation Report 2 and the Fairness Opinion 1 and Fairness Opinion 2
21.	Annexure 19
	Copy of the unaudited fnancial results of Penna Cement Industries Limited for the quarter ended	194
	September 30, 2025
22.	Annexure 20
	Copyof the unaudited fnancial results of Ambuja Cements Limited for thequarter ended September 30, 2025	206
23.	Annexure 21
	The applicable information of Penna Cement Industries Limited in the format specifed for abridged prospectus	240
	as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure
	Requirements) Regulations, 2018

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH C.A. (CAA)/ 57 (AHM) 2025 In the matter of Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 and In the matter of Scheme of Arrangement between Penna Cement Industries Limited (“Transferor Company”) and Ambuja Cements Limited (“Transferee Company”) and their respective shareholders

AMBUJA CEMENTS LIMITED , ) a company incorporated ) … APPLICANT NO. under the provisions of the 2 / TRANSFEREE Companies Act, 1956 and having ) its registered office at Adani COMPANY ) Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. ) Highway, Khodiyar, Ahmedabad, Gujarat – 382 421, India. ) CIN: L26942GJ1981PLC004717 )

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS (WHICH ALSO CONSISTS PUBLIC SHAREHOLDERS) OF AMBUJA CEMENTS LIMITED

To,

All the equity shareholders of Ambuja Cements Limited :

NOTICE is hereby given that by an order dated October 31, 2025, read with order dated November 19, 2025 (hereinafter referred to as the “ Order ”), the Hon’ble National Company Law Tribunal, Ahmedabad Bench (hereinafter referred to as the “ NCLT ”) has directed convening of a meeting of the Equity Shareholders (hereinafter referred to as “ equity shareholders ”) of Ambuja Cements Limited (hereinafter referred to as the “ Applicant No. 2 ” or the “ Transferee Company ”, as the context may admit) for the purpose of considering, and if thought fit, approving the arrangement embodied in the Scheme of Arrangement between Penna Cement Industries Limited (hereinafter referred to as the “ Applicant No. 1 ” or the “ Transferor Company ” as the context may admit) and the Transferee Company and their respective shareholders (hereinafter referred to as the “ Scheme ”) pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the “ Companies Act ”) and the other applicable provisions thereof and applicable rules thereunder.

In pursuance of the Order and as directed therein, this Notice is hereby given that a meeting of the equity shareholders of the Transferee Company will be held on Tuesday, December 30, 2025

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at 11:00 a.m. (1100 hours) IST through Video Conference (“ VC ”)/ Other Audio-Visual Means (“ OAVM ”) (hereinafter referred to as the “ Meeting ”) in compliance with the applicable provisions of the Companies Act; General Circulars No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 20/2020 dated May 5, 2020; No. 22/2020 dated June 15, 2020; No. 33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 10/2021 dated June 23, 2021; No. 20/2021 dated December 8, 2021; No. 21/2021 dated December 14, 2021; No. 2/2022 dated May 5, 2022; No. 10/2022 dated December 28, 2022; No. 9/2023 dated September 25, 2023; No. 9/2024 dated September 19, 2024; and No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (hereinafter referred to as the “ MCA Circulars ”); and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024, issued by the Securities and Exchange Board of India (hereinafter referred to as the “ Circular issued by SEBI ”) and the equity shareholders are requested to attend the Meeting to transact the following business:

To consider and if thought fit, to pass, the following resolution for approval of the Scheme by the requisite statutory majority:

“ RESOLVED THAT pursuant to the provisions of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013; the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other rules, circulars and notifications made thereunder (including any amendment, statutory modification, variation or re-enactment thereof) as may be applicable; Section 2(1B) of the Income-tax Act, 1961; the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force); the Securities and Exchange Board of India Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and duly amended from time to time; and subject to the provisions of the Memorandum of Association and Articles of Association of Ambuja Cements Limited (“ Company ”) and subject to the approval of Hon’ble National Company Law Tribunal, Ahmedabad Bench (“ NCLT ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities or tribunals, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/ to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Arrangement between Penna Cement Industries Limited and Ambuja Cements Limited and their respective shareholders (“ Scheme ”) the draft of which was circulated along with this Notice, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the above resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning

4 Ambuja Cements Limited

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the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise or meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper .”

TAKE FURTHER NOTICE that since this Meeting is held pursuant to the Order passed by the NCLT and in compliance with the MCA Circulars through VC/OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the present Meeting and hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 113 of the Companies Act, authorized representatives of institutional/corporate equity shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided that such equity shareholders sends a certified scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization/Power of Attorney/ Authority letter etc., authorizing its representative to attend the Meeting through VC on its behalf, vote through e-voting during the Meeting and/ or to vote through remote e-voting, on its behalf. The scanned image of the abovementioned documents should be in the name format ‘AMBUJA’. The said resolution/authorization shall be sent to the scrutinizer by email through his registered email id address to [email protected] and to the Transferee Company at [email protected] by quoting the concerned DP ID and Client ID or Folio Number, before the VC/OAVM Meeting or before the remote e-voting, as the case may be. The corporate equity shareholders can also upload documents in CDSL e-voting system for verification by scrutiniser.

TAKE FURTHER NOTICE that

a) in compliance with the provisions of (i) MCA Circulars; (ii) Circular issued by SEBI; (iii) Sections 108 and 230 of the Companies Act read with the rules framed thereunder, as amended; (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and (v) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, the Transferee Company has engaged the services of Central Depository Services (India) Limited (“ CDSL ”) for the purpose of providing facility of voting by remote e-voting and e-voting during the Meeting so as to enable the equity shareholders, which also consists of the Public Shareholders (as defined in the Notes below), to consider and if thought fit, approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of the Transferee Company to the Scheme shall be carried out only through remote e-voting and e-voting during the Meeting;
b) in compliance with the MCA Circulars read with the Circular issued by SEBI and the Order passed by NCLT, (a) the aforesaid Notice, (b) the Scheme, (c) the explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies

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Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of the Companies Act and the rules made thereunder, and (d) the enclosures as indicated in the Index (collectively referred to as “ Particulars ”), are being sent through electronic mode to those equity shareholders of the Transferee Company whose email IDs are registered with MUFG Intime India Private Limited (formerly, Link Intime India Private Limited), the Transferee Company’s Registrar and Transfer Agent (hereinafter referred to as “ MUFG Intime ”)/depositories/Transferee Company. The aforesaid Particulars are being sent to those equity shareholders of the Transferee Company whose email IDs are registered and whose names appear in the register of members/list of beneficial owners on Friday, November 21, 2025;

c) the equity shareholders may note that the aforesaid Particulars will be available on the Transferee Company’s website at https://www.ambujacement.com/investors/ scheme-of-arrangement-amalgamation, and on the websites of the Stock Exchanges i.e., the National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com, respectively, and on the website of CDSL at www.evotingindia.com;
d) copies of the aforesaid Particulars can be obtained free of charge, between 10:30 a.m. to 12:30 p.m. on all working days up to one day prior to the date of the Meeting from the registered office of the Transferee Company at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India; or by sending a request, along with the details of your shareholding, by email at [email protected]; or from the office of its advocates, M/s. Singhi & Co., Singhi House, 1, Magnet Corporate Park, Off Sola Bridge, S. G. Highway, Ahmedabad – 380 059, Gujarat, India;
e) The Transferee Company has extended the remote e-voting facility for its equity shareholders, which also consists of the Public Shareholders, to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting are appended to the Notice. The equity shareholders, which also consists of the Public Shareholders, opting to cast their votes by remote e-voting or e-voting during the Meeting are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions from Friday, December 26, 2025, at 9:00 a.m. IST (0900 hours) to Monday, December 29, 2025 at 5:00 p.m. IST (1700 hours);
f) the NCLT has appointed Hon’ble Mr. Justice Kalpesh Jhaveri, former Chief Justice, High Court of Orrisa, and in his absence, Hon’ble Mr. Justice S H Vora, former Judge of High Court of Gujarat, to be the Chairman of the Meeting including for any adjournment or adjournments thereof;
g) Atleast one independent director of the Transferee Company and the statutory auditor (or his authorized representative who is qualified to be an auditor) of the Transferee Company shall be attending the Meeting through VC/OAVM;

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h) Mr. Raimeen Maradiya, Partner, Chirag Shah and Associates, Practicing Company Secretary (Membership No. 11283 & C.P. No. 17554) has been appointed as the scrutinizer to scrutinize the e-voting during the Meeting and remote e-voting process in a fair and transparent manner;
i) the scrutinizer shall after the conclusion of e-voting at the Meeting, first download the votes cast during the Meeting and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and submit his combined report to the Chairman of the Meeting. The scrutinizer will also submit a separate report with regard to the result of the remote e-voting and e-voting during the Meeting in respect of the Public Shareholders (which term shall have the meaning as assigned to it under Rule 2(e) of the Securities Contracts (Regulation) Rules, 1957, in compliance with Master Circular No. SEBI/HO/CFD/POD-2/P/ CIR/2023/93 dated June 20, 2023 issued by Securities and Exchange Board of India). The scrutinizer’s decision on the validity of the votes shall be final. The results of the votes cast through remote e-voting and e-voting during the Meeting including separate results of the remote e-voting and e-voting during the Meeting exercised by the Public Shareholders (which term shall have the meaning as assigned to it under Rule 2(e) of the Securities Contracts (Regulation) Rules, 1957), will be announced on or before close of business hours on Thursday, January 1, 2026. The results, together with the scrutinizer’s report, will be displayed at the registered office of the Transferee Company, on the website of the Transferee Company, and on the website of CDSL at www.evotingindia.com and shall be communicated to the National Stock Exchange of India Limited and BSE Limited, within the timelines specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
j) the Scheme, if approved by the equity shareholders at the Meeting, will be subject to the subsequent approval of NCLT; and
k) a copy of the explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, the Scheme and Particulars are enclosed.

Dated this November 25, 2025

Justice (Retd.) Kalpesh Jhaveri Chairman appointed for the Meeting

Registered office: Adani Corporate House,

Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India.

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Notes:

General instructions for accessing and participating in the Meeting through VC/OAVM Facility and voting through electronic means including remote e-voting
(a) Pursuant to the Order passed by the NCLT read with MCA Circulars and the Circular issued by SEBI, Meeting of the equity shareholders of the Transferee Company will be held through VC/OAVM.
(b) Since, the Meeting is being held pursuant to Order passed by the NCLT and MCA Circulars read with the Circular issued by SEBI through VC/OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the Meeting. However, in pursuance of Section 113 of the Companies Act, authorized representatives of institutional/ corporate equity shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided that such equity shareholders sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization/Power of Attorney/ Authorization letter etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e-voting during the Meeting and/or to vote through remote e-voting, on its behalf. The scanned image of the abovementioned documents should be in the name format ‘AMBUJA’. The said resolution/authorization shall be sent to the scrutinizer by email through his registered email id address to [email protected] and to the Transferee Company at [email protected] by quoting the concerned DP ID and Client ID or Folio Number, before the VC/OAVM Meeting or before the remote e-voting, as the case may be. The corporate equity shareholders can also upload documents in CDSL e-voting system for verification by scrutiniser.
(c) Since the Meeting is being held through VC/OAVM, the deemed venue of the Meeting shall be the registered office of the Transferee Company.
(d) The quorum of the Meeting of the equity shareholders of the Transferee Company shall be in accordance with the provisions of Section 103(1)(a)(iii) of the Companies Act, which shall be 30 (Thirty) equity shareholders. The equity shareholders attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act. In terms of the Order, if the quorum, as stated above, is not present at the Meeting, then the Meeting shall be adjourned by half an hour, and thereafter, the equity shareholders present at the Meeting, shall be deemed to constitute the quorum.

Ambuja Cements Limited

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(e) In terms of the MCA Circulars and the Order passed by the NCLT, the aforesaid Particulars are being sent through electronic mode to those equity shareholders of the Transferee Company whose e-mail IDs are registered with MUFG Intime/depositories/ the Transferee Company. The aforesaid Particulars are being sent to those equity shareholders of the Transferee Company whose email IDs are registered and whose names appear in the register of members/ list of beneficial owners on Friday, November 21, 2025.
(f) CDSL, the Transferee Company’s e-voting agency, will provide the facility for voting by the equity shareholders through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting during the Meeting.
(g) All the documents mentioned in clause 66 of the accompanying explanatory statement, shall be available for inspection through electronic mode during the proceedings of the Meeting. Equity shareholders seeking to inspect copies of the said documents may send an email at investors.relation@ adani.com. Further, all the documents mentioned in clause 66 of the accompanying explanatory statement shall also be open for inspection by the equity shareholders at the registered office of the Transferee Company between 10:30 a.m. to 12:30 p.m., on all working days up to one day prior to the date of the Meeting. A transcript/recording of the Meeting shall also be made available on the website of the Transferee Company at www.ambujacement.com.
(h) The Notice convening the Meeting will be published through advertisement in Indian Express (All editions) in the English language and Gujarati translation thereof in Financial Express (Ahmedabad edition).
(i) Master Circular No. SEBI/HO/CFD/POD-2/P/ CIR/2023/93 dated June 20, 2023 (hereinafter referred to as the “ SEBI Schemes Master Circular ”) issued by Securities and Exchange Board of India (hereinafter referred to as “ SEBI ”), inter alia , provides that approval of Public Shareholders of the Transferee Company to the Scheme shall be obtained by way of voting through remote e-voting and e-voting during the Meeting. Since, the Transferee Company is seeking the approval of its equity shareholders (which also consists of the Public Shareholders) to the Scheme by way of voting through remote e-voting and e-voting during the Meeting, no separate procedure for voting through remote e-voting and e-voting during the Meeting would be required to be carried out by the Transferee Company for seeking the approval to the Scheme by its Public Shareholders in terms of SEBI Schemes Master Circular. The aforesaid notice sent to the equity shareholders (which also consists of the Public Shareholders) of the Transferee Company would be deemed to be the notice sent to the Public Shareholders of the Transferee Company.

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For this purpose, the term “ Public ” shall have the meaning assigned to it in Rule 2 of the Securities Contracts (Regulations) Rules, 1957 and the term “ Public Shareholders ” shall be construed accordingly. In terms of SEBI Schemes Master Circular, the Transferee Company has provided the facility of voting by remote e-voting and e-voting during the Meeting to its Public Shareholders.

NCLT, by its Order, has, inter alia , held that since the Transferee Company is directed to convene a meeting of its equity shareholders, which also consists of the Public Shareholders, and the voting in respect of the equity shareholders, which also consists of the Public Shareholders, is through remote e-voting and e-voting during the Meeting, the same is sufficient compliance of the SEBI Schemes Master Circular.

(j) The Scheme shall be considered approved by the equity shareholders of the Transferee Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders e-voting during the Meeting or by remote e-voting, in terms of the provisions of Sections 230 – 232 of the Companies Act.
(k) Further, in accordance with the SEBI Schemes Master Circular, the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders (through remote e-voting and e-voting during the Meeting) in favour of the aforesaid resolution for approval of Scheme is more than the number of votes cast by the Public Shareholders against it.
(l) Since the Meeting will be held through VC/OAVM in accordance with the Order passed by NCLT and MCA Circulars, the route map, proxy form and attendance slip are not attached to this Notice.
(m) The voting rights of the equity shareholders shall be in proportion to their share in the paid-up equity share capital of the Transferee Company as on Cut-Off Date, i.e., Tuesday, December 23, 2025.
(n) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the MUFG Intime/depositories/ Transferee Company as on the Cut-Off Date only shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting.
(o) In case of joint holders, an equity shareholder whose name appears higher in the order of names as per the Register of Members of the Transferee Company will be entitled to vote at the Meeting, provided the votes are not already cast through remote e-voting.
(p) All grievances connected with the facility for voting by electronic means may be addressed to [email protected] or call on 1800 21 09911.

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Procedure for joining the Meeting through VC/OAVM
(a) The equity shareholders will be able to attend the Meeting through VC/OAVM or view the live webcast of the Meeting at www.evotingindia.com by using their remote e-voting login credentials and selecting the ‘EVSN’ for the Meeting as per the instructions mentioned below. Individual equity shareholders having securities in demat mode will have to login from the depository web site and non-individual shareholders and physical shareholders will have to login from CDSL portal for voting as well as for participation in the Meeting.
(b) The equity shareholders may join the Meeting through laptop(s), smartphone(s), tablet(s) or iPad(s) for better experience. Further, the equity shareholders will be required to use internet with a good speed to avoid any disturbance during the Meeting. Equity shareholders will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Mozilla Firefox.
- Please note that the participants connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any glitches. Equity shareholders will be required to grant access to the webcam to enable two-way video conferencing.
(c) Facility to join the Meeting will be opened 30 (thirty) minutes before the scheduled time of the Meeting and will be kept open throughout the proceedings of the Meeting.
(d) The facility of participation at the Meeting through VC/OAVM will be made available on first come, first served basis. Large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors, etc. will not be subject to the aforesaid restriction of first-come-first-serve basis.
(e) The equity shareholders who would like to express their views or ask questions during the Meeting may register themselves as speakers by mentioning their name, demat account number/folio number, email id and mobile number, at investors.relation@adani. com. The speaker registration will be open during Friday, December 26, 2025 (9:00 a.m. IST) to Monday, December 29, 2025 (5:00 p.m. IST). Only those equity shareholders who are registered as speakers will be allowed to express their views or ask questions. Equity shareholders are requested to limit their question only related to business of the Notice.
(f) The Chairman, at its discretion reserves the right to restrict the number of questions and number of

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Speakers, depending upon availability of time as appropriate for smooth conduct of the Meeting.

3. Instructions for remote e-voting and e-voting at the Meeting

(a) In compliance with the provisions of section 108 of the Companies Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, MCA Circulars and the Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, the Transferee Company is pleased to provide to its equity shareholders (which also consists of the Public Shareholders) facility to exercise their right to vote on the resolution proposed to be considered at the Meeting by electronic means and the business would be transacted through e-voting services arranged by CDSL. The equity shareholders may cast their votes remotely, using an electronic voting system (“remote e-voting”) on the dates mentioned herein below.
(b) Those equity shareholders (which also consists of the Public Shareholders), who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility during the Meeting.
(c) The equity shareholders (which also consists of the Public Shareholders) who have cast their vote by remote e-voting prior to the Meeting may also join the Meeting through VC/OAVM but shall not be entitled to cast their vote again. An equity shareholder (which also consists of the Public Shareholder) can opt for only single mode of voting per EVSN, i.e., through remote e-voting or e-voting at the Meeting. If an equity shareholder (which also consists of the Public Shareholders) cast vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as ‘INVALID’.
(d) The remote e-voting period commences on Friday, December 26, 2025 (9:00 a.m. IST) and ends on Monday, December 29, 2025 (5:00 p.m. IST). The remote e-voting module will be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the equity shareholder, he will not be allowed to change it subsequently. During this period, equity shareholders (which also consists of the Public Shareholders) of the Transferee Company holding shares either in physical form or in dematerialised form, as on Tuesday, December 23, 2025, i.e., Cut-Off Date, may cast their vote by remote e-voting. A person who is not an equity shareholder as on the Cut-Off Date should treat this Notice for information

8 Ambuja Cements Limited

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purpose only. Further, any individual equity shareholder holding securities in demat mode who acquires equity shares of the Company and becomes an equity shareholder after sending of this Notice and holds shares as on the Cut-Off Date, may follow steps mentioned hereinafter.

The process and manner for remote e-voting is as under:
(a) In terms of the SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on the e-voting facility provided by the listed companies and as part of increasing the efficiency of the voting process, e-voting process has been enabled to all individual equity shareholders holding securities in demat mode to vote through their demat account maintained with depositories / websites of depositories / depository participants. The equity shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-voting facility.
(b) Pursuant to aforesaid SEBI circular, login method for e-voting and joining Meeting for individual equity shareholders holding securities in demat mode is given below:
- Type of shareholders Login Method Individual equity shareholders 1) Users who have opted for CDSL’s Easi / Easiest facility, can login through their holding securities in Demat existing user id and password. Option will be made available to reach e-voting mode with CDSL page without any further authentication. The URLs for users to login to Easi / Easiest are https://web.cdslindia.com/myeasitoken/home/login or https://www.cdslindia. com/ and click on login icon and select new system Myeasi.
  - 2) After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining the Meeting and voting during the Meeting. Additionally, there are also links provided to access the system of all e-voting service providers, so that the user can visit the e-voting service providers’ website directly.
  - 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasitoken/Home/EasiRegistration
  - 4) Alternatively, the user can directly access e-voting page by providing demat account number and PAN from an e-voting link available on www.cdslindia. com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registered mobile and email id as recorded in the demat account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also be able to directly access the system of all e-voting service providers.
  - 5) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client ID, PAN No., Verification code and generate OTP. Enter the OTP received on registered email ID/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual equity shareholders holding securities in demat mode with National Securities Depository Limited (“ NSDL ”)

1) If the user is already registered for NSDL IDeAS facility:
a) Please visit the e-services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile.
b) Once the home page of e-services is launched, click on the “Beneficial Owner” icon under “Login” available under ‘IDeAS’ section.
c) A new screen will open. User will have to enter his/her user id and password. After successful authentication, user will be able to see e-voting services.
d) Click on “Access to e-voting” under e-voting services and user will be able to see e-voting page.
e) Click on company name or e-voting service provider and user will be re-directed to e-voting service provider website for casting his/her vote during the remote e-voting period or for joining the Meeting and voting during the Meeting.

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Type of shareholders Login Method
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	2)	If the user is not registered for IDeAS e-services:
		a) The option to register is available athttps://eservices.nsdl.com.
		b) Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.
		com/SecureWeb/IdeasDirectReg.jsp
	3)	E-voting website of NSDL:
		a) Visit the e-voting website of NSDL. Open web browser by typing the following
		URL:https://www.evoting.nsdl.com/either on a personal computer or on a
		mobile.
		b) Once the home page of e-voting system is launched, click on the icon “Login”
		which is available under ‘Shareholder/Member’ section.
		c) A new screen will open. User will have to enter his/her user id (i.e. user’s
		sixteen digit demat account number held with NSDL), Password/OTP and a
		verifcation code as shown on the screen.
	4)	After successful authentication, user will be redirected to NSDL depository site
		wherein the user can see e-voting page. Click on company name or e-voting
		service provider name and the user will be redirected to e-voting service provider
		website for casting the vote during the remote e-voting period or for joining the
		Meetingand votingduringthe Meeting.
Individual equity shareholders	User can also login using the login credentials of his/her demat account through user’s
holding securities in demat	depository participant registered with NSDL/CDSL for e-voting facility.
mode withDepository Participants	Once logged in, user will be able to see e-voting option. Once the user clicks on e-voting option, the user will be redirected to NSDL/CDSL Depository site after successful
	authentication, wherein the user can see e-voting feature.
	Click on company name or e-voting service provider name and the user will be redirected
	to e-voting service provider website for casting the vote during the remote e-voting
	period or forjoiningthe Meetingand votingduringthe Meeting.

Important note: Equity shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for individual equity shareholders holding securities in demat mode for any technical issues related to login through depository i.e. CDSL and NSDL.

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Login type Helpdesk details
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Individual equity shareholders holding securities	Equity shareholders facing any technical issue in login can contact CDSL
in Demat mode withCDSL	helpdesk by sending a request [email protected]
	contact at 1800 21 09911.
Individual equity shareholders holding securities	Equity shareholders facing any technical issue in login can contact
in Demat mode withNSDL	NSDL helpdesk by sending a request [email protected] call at toll
	free no.: 1800 022 - 4886 7000 and 022 - 2499 7000.

(c) Login method for e-voting and joining the Meeting for equity shareholders (other than individual shareholders) holding in demat form and for physical equity shareholders.
1) The equity shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Equity shareholders holding shares in Physical Form should enter Folio Number registered with the Transferee Company.
4) Next enter the Image Verification as displayed and Click on Login.

10 Ambuja Cements Limited

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5) If the user is holding share(s) in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then the user’s existing password is to be used.
6) If the user is a first-time, follow the steps given below:

For equity shareholders holding shares in demat form other than individual and physical form

PAN Enter 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat equity shareholders as well as physical equity shareholders)

Equity shareholders who have not updated their PAN with the Transferee Company/Depository Participant are requested to use the sequence number sent by the Transferee Company/MUFG Intime or contact the Transferee Company/MUFG Intime.

Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in the Details OR Date of user’s demat account or in the Transferee Company’s records in order to login. Birth (DOB)

If both the details are not recorded with the depository or the Transferee Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction 5) above.

A confirmation box will be displayed. If the user wishes to confirm his/her/its vote, click on “OK”, else to change the vote, click on “CANCEL” and accordingly modify the vote.

7) After entering these details appropriately, click on “SUBMIT” tab.
8) Equity shareholders holding shares in physical form will then directly reach the Transferee Company selection screen. However, equity shareholders holding shares in demat form (other than individual equity shareholders) will now reach ‘Password Creation’ menu wherein the users are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share the password with any other person and take utmost care to keep the password confidential.
14) Once the user “CONFIRM” his/her/its vote on the resolution, the user will not be allowed to modify his/her/its vote.
15) The user can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.
16) If a demat account holder has forgotten the login password then enter the user id and the image verification code and click on Forgot Password and enter the details as prompted by the system.
17) Facility for Non – Individual Shareholders and Custodians –Remote Voting
9) For equity shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
10) Click on the EVSN on which you choose to vote.
b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.
11) On the voting page, the user will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that the user has given his/her/its assent to the Resolution and option NO implies that the user has dissented to the Resolution.
c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
12) Click on the “RESOLUTIONS FILE LINK” if the user wishes to view the entire Resolution details.
13) After selecting the resolution, the user has decided to vote on, click on “SUBMIT”.

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d) The list of accounts linked in the login should be mailed to helpdesk.evoting@ cdslindia.com and on approval of the accounts they would be able to cast their vote.
e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
f) Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the scrutinizer at the email address [email protected] and to the Transferee Company at the email address viz; investors.relation@ adani.com, if they have voted from individual tab and not uploaded the same in the CDSL e-voting system for the scrutinizer to verify the same.

5. Process for those equity shareholders whose email/ mobile are not registered with the Transferee Company/ MUFG Intime/Depositories.

(a) For physical equity shareholders, please provide necessary details like Folio No., name of equity shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by emails to investors.relation@adani. com and [email protected].
(b) For demat equity shareholders, please update your email id and mobile number with the respective Depository Participant.

6. Information and instructions for e-voting facility at the Meeting

(a) Facility to cast vote through e-voting at the Meeting will be made available on the video conference screen during the Meeting.
(b) Those equity shareholders, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility during the Meeting.

Encl.: As above

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH

C.A. (CAA)/ 57 (AHM) 2025

In the matter of Sections 230 to 232 read with other applicable provisions

of the Companies Act, 2013

and In the matter of Scheme of Arrangement between

Penna Cement Industries Limited (“Transferor Company”) and Ambuja Cements Limited (“Transferee Company”) and their respective shareholders

AMBUJA CEMENTS LIMITED , ) a company incorporated under ) … APPLICANT NO. the provisions of the Companies 2 / TRANSFEREE Act, 1956 and having its ) COMPANY registered office at Adani ) Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. ) Highway, Khodiyar, Ahmedabad, Gujarat – 382 421, India. ) CIN : L26942GJ1981PLC004717 )

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Pursuant to the order dated October 31, 2025, read with order dated November 19, 2025, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (hereinafter referred to as the “ NCLT ”), in C.A. (CAA)/57 (AHM) 2025 (hereinafter referred to as the “ Order ” ) , a meeting of the equity shareholders of Ambuja Cements Limited (hereinafter referred to as the “ Transferee Company ” or the “ Applicant No. 2 ”, as the context may admit) is being convened through Video Conference (“ VC ”)/Other AudioVisual Means (“ OAVM ”), on Tuesday, December 30, 2025 at 11:00 a.m. (1100 hours), for the purpose of considering, and if thought fit, approving the Scheme of Arrangement between Penna Cement Industries Limited (hereinafter referred to as the “ Transferor Company ” or the “ Applicant No. 1 ”, as the context may admit) and the Transferee Company and their respective shareholders (hereinafter referred to as the “ Scheme ”) under Sections 230-232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “ Act ”), read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the “ Rules ”). The Transferor Company and the Transferee Company are together referred to as the “ Companies ” or “ Parties ”, as the context may admit. A copy

Ambuja Cements Limited

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of the Scheme, which has been, inter alios , recommended/ approved by the Mergers and Acquisitions Committee, Audit Committee, Committee comprising of all the Independent Directors (“ Committee of Independent Directors ”) and the Board of Directors of the Transferee Company at their respective meetings, all held on December 17, 2024, is enclosed as Annexure 1 . Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.
The Scheme, inter alia , provides for the amalgamation of the Transferor Company with and into the Transferee Company, with effect from the Appointed Date (as defined in the Scheme), and the consequent dissolution of the Transferor Company without being wound up, and payment to the equity shareholders of the Transferor Company (other than the Transferee Company) cash consideration, pursuant to the provisions of Sections 230 – 232 and/or other applicable provisions of the Act.
In terms of the Order, the quorum of the meeting of the equity shareholders of the Transferee Company shall be in accordance with the provisions of Section 103(1)(a) (iii) of the Companies Act, which shall be 30 (thirty) equity shareholders. Equity shareholders attending the meeting through VC/OAVM, either by themselves or through their authorised representative, shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. In terms of the Order, if the quorum, as stated above, is not present at the Meeting, then the Meeting shall be adjourned by half an hour, and thereafter, the equity shareholders present at the Meeting, shall be deemed to constitute the quorum.
Further in terms of the Order, the NCLT, has appointed Hon’ble Mr. Justice Kalpesh Jhaveri, former Chief Justice, High Court of Orrisa, and in his absence, Hon’ble Mr. Justice S H Vora, former Judge of High Court of Gujarat, to be the Chairman of the meeting including for any adjournment or adjournments thereof.
This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules.
As stated earlier, NCLT by its Order has, inter alia , directed that a meeting of the equity shareholders of the Transferee Company shall be convened through VC/OAVM, on Tuesday, December 30, 2025 at 11:00 a.m. (1100 hours) for the purpose of considering, and if thought fit, approving the arrangement embodied in the Scheme (hereinafter referred to as “ Meeting ”). Equity shareholders would be entitled to vote either through remote e-voting or e-voting during the Meeting.

The Transferee Company is seeking the approval of its equity shareholders to the Scheme by way of voting through remote e-voting and e-voting during the Meeting. SEBI Scheme Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (hereinafter referred to as the “ SEBI Schemes Master Circular ”) issued by Securities and

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Exchange Board of India (hereinafter referred to as “ SEBI ”), inter alia , provides that approval of Public Shareholders of the Transferee Company to the Scheme shall be obtained by way of voting through remote e-voting and e-voting during the Meeting. Since, the Transferee Company is seeking the approval of its equity shareholders (which also consists of the Public Shareholders) to the Scheme by way of voting through remote e-voting and e-voting during the Meeting, no separate procedure for voting through remote e-voting and e-voting during the Meeting would be required to be carried out by the Transferee Company for seeking the approval to the Scheme by its Public Shareholders in terms of SEBI Schemes Master Circular. The aforesaid notice sent to the equity shareholders (which also consists of the Public Shareholders) of the Transferee Company would be deemed to be the notice sent to the Public Shareholders of the Transferee Company. For this purpose, the term “ Public ” shall have the meaning assigned to it in Rule 2 of the Securities Contracts (Regulations) Rules, 1957 and the term “ Public Shareholders ” shall be construed accordingly. In terms of SEBI Schemes Master Circular, the Transferee Company has provided the facility of voting by remote e-voting and e-voting during the Meeting to its Public Shareholders.

The scrutinizer appointed for conducting the remote e-voting and e-voting during the Meeting will however submit his separate report to the Chairman of the Transferee Company or to the person so authorised by him after completion of the scrutiny of the remote e-voting and e-voting during the Meeting cast by the Public Shareholders so as to announce the results of the remote e-voting and e-voting during the Meeting exercised by the Public Shareholders of the Transferee Company. In terms of the SEBI Schemes Master Circular, the Scheme shall be acted upon only if the votes cast by the Public Shareholders through remote e-voting and e-voting during the Meeting in favour of the resolution for approval of Scheme are more than the number of votes cast by the Public Shareholders against it.

The Scheme shall be considered approved by the equity shareholders of the Transferee Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders voting through e-voting during the Meeting or by remote e-voting, in terms of the provisions of Sections 230-232 of the Act.
In terms of the Order, if the entries in the records/registers of the Transferee Company in relation to the number or value, as the case may be, of the equity shares are disputed, the Chairman of the Meeting shall determine the number or value, as the case may be, for the purposes of the said Meeting, and his decision in that behalf shall be final.

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Particulars of the Applicant No. 1/Transferor Company

The Transferor Company was incorporated on October 24, 1991, as Penna Cement Industries Limited, a public limited company, with the Registrar of Companies, Andhra Pradesh, under the provisions of the Companies Act, 1956. Its name was changed to: (a) Penna Cement Industriies Limited on September 28, 2010; and (b) Penna Cement Industries Limited on July 26, 2012. The registered office of the Transferor Company was shifted from the State of Telangana to the State of Gujarat on October 15, 2025. The Corporate Identification Number of the Transferor Company is U26942GJ1991PLC168781. The Permanent Account Number of the Transferor Company is AABCP2290D.
The registered office of the Transferor Company was situated at H. No. 8-2-268/A/1/S & S1, Plot No. 705, Road No. 3, Banjara Hills, Hyderabad – 500 034 . Later, with effect from November 7, 2024, the registered office of the Transferor Company was shifted to 8-3-975, Plot No 128 Srinagar Colony Hyderabad – 500 073, Telangana. Pursuant to the shifting of the registered office of the Transferor Company from the State of Telangana to the State of Gujarat, the present registered office of the Transferor Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India. Except as stated, there has been no change in the registered office address of the Transferor Company since last 5 years. The e-mail address of the Transferor Company is [email protected].
The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The main objects of the Transferor Company are as follows:
“III.
(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

1. To produce, manufacture, refine, prepare, process, purchase, import, export, sell & generally to deal in all kinds of Cement, Cement products of any description, lime, limestone, gypsum, kankar, and/or by-products thereof and in connection therewith to acquire, erect, construct, establish, operate and maintain cement factories, quarries, workshops and other work relating thereto in India or outside India.

2. To produce, manufacture, process, refine, prepare, treat purchase, sell, export, import or otherwise deal with either as principals or as agents, either solely or in partnership with others, cement, alumina cement, white and coloured cements, lime, plaster of paris and other building materials of all kinds and other building boards to be used in ceiling, floor or walls, made from any fibrous materials such as begasse, bamboo, wood, paper, jute, hemp and grasses; pottery, fire clay and fire bricks, flooring tiles roofing materials.

3. To fabricate, manufacture and deal in all kinds of cement plants, apparatus, mining equipment, tools, utensils and materials and things necessary of convenience for carrying on the manufacture of cement and mining operations.

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4. To own, explore, take on lease, or otherwise acquire any area, mining lease, quarries and to do all such other acts and deal in all such other things as may be conducive to and allied to the business of the company.

5. To carry on the business of ginning, carding, spinning, processing, twisting, reeling, weaving, knitting, printing, manufacturing, finishing and dealing in cotton or other fibrous materials and the preparation of dyeing or colouring or any of the said substance and pure silk, artificial silk, polyester, rayon, nylon or any similar substances as manufacturers, buyers, sellers, importers and exporters in India or abroad for the aforesaid purposes as a division or as a manufacturing company or/and to acquire, run or manage any company or undertaking engaged in similar activities.

6. To carry on the business in India or abroad as promoters, manufacturers, buyers, sellers, finishers, converters, developers, processors, texturisers, draw twisters, twisters, spinners, weavers, dyers, importers, exporters, agents, suppliers and dealers of all kinds of fibres and yarns of man-made synthetic fibres such as polyester, polypropylene, acrylic, viscose, silk, rayon and other synthetic materials, and all kinds of accessories, textile processing chemicals, spinning consumables, non-woven filters, filter clothes, sieves, wire mesh, absolute filters, paper tubes, cones, spare parts, tools etc. used in such manufacture or processing or spinning of such fibres, yarns and all types of fabrics, textiles and non-woven fabrics of industrial and domestic use for the aforesaid purposes as a division or as a manufacturing company or/and to acquire, run or manage any company or undertaking engaged in similar activities.

7. To Promote, establish, generate, operate, distribute, accumulate, maintain, transmit, supply, sell electricity and or power by installing, maintaining, operating power plants, whether based on thermal, hydel, gas, solar, or any other source, whether conventional or nonconventional and to lay down, establish power stations, cables, transmission lines or towers, sub-stations, terminals and other works for the aforesaid purposes as a division or as a generating company or/and to acquire, run or manage any company or undertaking engaged to similar activities.

8. To purchase, Charter, hire or otherwise, sell, let, exchange, lot or charter either in India or in any country or otherwise deal with steam and other ships or vessels of any description to establish, maintain and operate shipping and transport business for the carriage of cargo, goods by water between India and other countries of the world or other places as may seem expedite to the Company from time to time and generally to establish maintain and operate lines.

(B) THE OBJECTS INCIDENTAL OR ANCILLIARY TO THE ATTAINMENT OF THE ABOVEMAIN OBJECTS ARE:

5. To amalgamate with or enter into any arrangement for sharing profits, joint-ventures, reciprocal concessions or arrangements of a like nature with other persons or companies or partnership concerns or Government undertakings carrying on any similar or other business.”

14 Ambuja Cements Limited

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There has been no change in the main object clause of the Transferor Company since last 5 (five) years.
The Transferor Company is engaged in the business of manufacturing and selling of cement and cement related products.

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13. The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on September 30, 2025, was as under:
Particulars Amount (in ` )
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	Particulars Amount(in`)
	Authorised Share Capital
	20,00,00,000 equityshares of`10/- each 200,00,00,000
	Total 200,00,00,000
	Issued, subscribed andpaid-up Share Capital
	13,38,00,000 equityshares of`10/- each fully paid-up 133,80,00,000
	Total 133,80,00,000

The Transferee Company on August 16, 2024, acquired 99.92% of the paid-up equity share capital of the Transferor Company from the erstwhile promoters/promoter affiliates of the Transferor Company. As on September 30, 2025, the Transferee Company holds 99.94% of the paid-up equity share capital of the Transferor Company. The Transferor Company is a subsidiary of the Transferee Company.

Particulars of the Applicant No. 2/Transferee Company

The Transferee Company was incorporated on October 20, 1981, as Ambuja Cements Private Limited with the Registrar of Companies, Gujarat, as a private limited company, under the provisions of the Companies Act, 1956. Its name was changed to (i) Ambuja Cements Limited on March 19, 1983, pursuant to its conversion into a public limited company; (ii) Gujarat Ambuja Cements Limited on May 19, 1983; and (iii) Ambuja Cements Limited on April 5, 2007. The Corporate Identification Number of the Transferee Company is L26942GJ1981PLC004717. The Permanent Account Number of the Transferee Company is AAACG0569P.
The registered office of the Transferee Company was situated at P O Ambuja Nagar, Taluka Kodinar, Amreli, Dist: Junagadh, Gujarat. Thereafter, with effect from October 8, 2022, the registered office of the Transferee Company was shifted to Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India. Except as stated, there has been no change in the registered office address of the Transferee Company since last 5 years. The e-mail address of the Transferee Company is [email protected].
The objects for which the Transferee Company has been established are set out in its Memorandum of Association. The main objects of the Transferee Company are as under:
“III
(A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:
(1) To carry on the business as manufacturers and dealers in Grey Cement, White Portland Cement, Ordinary Portland Cement and Cement of all kinds and varieties, Concrete, Lime, Clay, Gypsum and Lime Stone, Sagole, Soap Stone, Repifix Cement and allied products and by-products.
(2) To establish, construct, acquire, run, operate on any factory for manufacturing Cement and allied products.
(3) To carry on the business of providing services for waste management and/or undertake such waste treatment activities or operating pretreatment system, by coprocessing, incineration, thermal, chemical or biological or through any other process of liquid / solid/ gaseous, hazardous / non-hazardous, municipal, agricultural, medical/clinic waste etc. from industrial / non-industrial sources, body corporate, agencies of local, state or central government or from any other sources and includes generation, collection, transportation and storage of wastes and disposal of the same, conducting trial runs, emission monitoring and entering in to agreements for this purpose, receive tipping fees / or pay charges for the material.
(4) To impart professional training, technical training, business support and problem solving solution and/ or other support services and to provide material library, reference portal, professional support, hands on experience and/or function as a excellence centre that promotes & offer solution for application of cement, concrete and other construction materials etc. to engineers, masons, architects, consultants, dealers, wholesellers, retailers, channel partners, and other construction industry etc. and for this purpose, to convene, hold or conduct seminars, conferences, workshops, technical lectures and manuals, video screenings, panel discussions and to promote, establish knowledge centers for skill advancement and competency development.
(B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS
(40) To amalgamate, enter into any partnership or partially amalgamate with or acquire an interest in the business of any other company, person or firm, carrying on a business included in the objects of the Company, or enter into any arrangement for sharing profits or for co-operation, or for limiting competition, or for mutual assistance, with any such person, firm or company, or to acquire auxiliary to the business of the Company or connected therewith or which may seem to the Company capable to being conveniently carried on in

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connection with the above, or calculated directly to enhance the value of or render more profitable any of the Company’s property and to give or accept by way of consideration for any of the acts or things aforesaid, or property acquired, any share, debenturestock or securities that may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, debentures, debenture-stock or securities so received.”

There has been no change in the main object clause of the Transferee Company since last 5 (five) years.
The Transferee Company is among the leading cement companies in India, renowned for its hassle-free, home-building solutions with its unique sustainable development projects and environment-friendly practices since it started its operations.
The authorised, issued, subscribed and paid-up share capital of the Transferee Company as on September 30, 2025, was as under:

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Particulars Amount (in ` )
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Authorised Share Capital^
4,001,77,50,000 equityshares of`2/- each	8,003,55,00,000
15,00,00,000preference shares of`10/- each	150,00,00,000
Total	8153,55,00,000
Issued Share Capital^
247,21,49,998 * equityshares of`2/- each fully paid up	494,42,99,996
Total	494,42,99,996
Subscribed and Paid-Up Share Capital^
247,18,23,478 * equityshares of`2/- each fully paid up#	494,36,46,956
Total	494,36,46,956

^ The authorised, issued, subscribed and paid-up share capital as stated above is after giving effect to the sanction of Scheme of Amalgamation of Adani Cementation Limited with Ambuja Cements Limited, which has been made effective from August 1, 2025.
The issued and paid-up share capital includes 13,23,932 equity shares represented by 13,23,932 global depository receipts as on September 30, 2025.
# The difference of 3,26,520 equity shares between issued, subscribed and paid-up capital is on account of past issuance of right shares which are kept in abeyance.
The Transferee Company is a part of Adani Group of companies. The equity shares of the Transferee Company are listed on BSE

Limited (hereinafter referred to as “ BSE ”) and National Stock Exchange of India Limited (hereinafter referred to as “ NSE ”), respectively. BSE and NSE are together referred to as “ Stock Exchanges ”. The global depository receipts issued by the Transferee Company are listed on the Luxembourg Stock Exchange.

By way of a separate scheme of amalgamation, it is proposed to merge Sanghi Industries Limited (a subsidiary of the Transferee Company) with the Transferee Company (“ Sanghi Merger Scheme ”).

Rationale for the Scheme

The Rationale for the Scheme is as under:
(i) The Transferee Company with effect from August 16, 2024, has become the promoter of the Transferor Company. As both the companies are under the same line of business, the amalgamation will enable the Transferee Company to absorb the business of the Transferor Company completely for carrying on more effectively and beneficially.
(ii) The Scheme will enable the Transferee Company to integrate the Transferor Company’s operations, leading to more efficient and economical business management. This includes better resource utilization, reduced overheads, cost savings, economies of scale, elimination of duplicated efforts, and streamlined

compliance requirements through amalgamation.

(iii) The amalgamation will enhance business potential of the Transferor Company, add value to both the companies, and ultimately increase the shareholders’ value.
(iv) The amalgamation will lead to reduction and rationalisation of multiple entities in the group.

Relationship among Companies who are parties to the Scheme

The Transferee Company on August 16, 2024, acquired 99.92% of the paid-up equity share capital of the Transferor Company from the erstwhile promoters/promoter affiliates of the Transferor Company. As on September 30, 2025, the Transferee Company holds 99.94% of the paid-up equity share capital of the Transferor Company. The Transferor Company is a subsidiary of the Transferee Company.

Corporate Approvals

In respect of Applicant No. 1/Transferor Company

The draft Scheme along with the valuation report, recommending fair valuation of equity shares of the Transferor Company, in relation to the proposed Scheme, dated December 17, 2024, issued by BDO Valuation Advisory LLP, Registered Valuer (IBBI Registration No. IBBI/RV-E/02/2019/103) to the Board of Directors of the Transferor Company (hereinafter referred to as the

16 Ambuja Cements Limited

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“ Valuation Report 1 ”), among other documents, were placed before the Audit Committee of the Transferor Company at its meeting held on December 17, 2024. A fairness opinion issued by Vivro Financial Services Private Limited, a Securities and Exchange Board of India (hereinafter referred to as “ SEBI ”) registered Merchant Banker (hereinafter referred to as the “ Fairness Opinion 1 ”), to the Board of Directors of the Transferor Company, in respect of the Valuation Report 1, was also placed before the Audit Committee of the Transferor Company. Copies of the (i) Valuation Report 1, dated December 17, 2024; and (ii) Fairness Opinion 1, dated December 17, 2024, are enclosed as Annexure 2 and Annexure 3 , respectively.

After reviewing the fair valuation of 315.20 per equity share, in accordance with the Valuation Report 1 and acquisition price of321.50 per equity share, at which the Transferor Company was acquired by the Transferee Company on August 16, 2024, the Audit Committee of the Transferor Company, after due deliberations and with a view to align the fair valuation with the acquisition price as aforesaid, inter alia , approved the fair value per equity share of the Transferor Company at ` 321.50, and recommended the Scheme to the Board of Directors of the Transferor Company.

The draft Scheme along with the Valuation Report 1, amongst others, were placed before the Board of Directors of the Transferor Company at its meeting held on December 17, 2024. The Fairness Opinion 1 was also placed before the Board of Directors of the Transferor Company. Based on the aforesaid and the report submitted by the Audit Committee, approving the fair value per equity share of the Transferor Company at 321.50 and recommending the Scheme, the Board of Directors of the Transferor Company approved the Scheme at its meeting held on December 17, 2024, and also approved the fair value per equity share of the Transferor Company at 321.50. The meeting of the Board of Directors of the Transferor Company, held on December 17, 2024, was attended by five (5) directors, namely, Mr. Ramesh Sharma (DIN: 10762709),Wholetime Director; Mr. Sukuru Ramarao (DIN: 08846591), Director; Ms. Kajal Saxena (DIN: 10744634), Director; Mr. Chetan Patel (DIN: 00446745), Independent Director; and Mrs. Archana Dholakia (DIN: 07935065), Independent Director, who attended the meeting in person. None of the directors of the Transferor Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors who attended and voted at the meeting.

Thereafter, pursuant to the clarification sought by NSE from the Transferee Company, inter alia , in respect of the Valuation Report 1, BDO Valuation Advisory LLP, Registered Valuer, issued an Addendum to Valuation Report 1, dated March 3, 2025 (hereinafter referred to as the “ Addendum to Valuation Report 1 ”), stating that after considering the audited financial statements of the Transferor Company for the period ended September 30, 2024, the fair value per share of the Transferor Company is same as stated in the Valuation Report 1. Further, Vivro Financial Services Private Limited, a SEBI registered Merchant Banker, issued an Addendum to Fairness Opinion 1, dated March 3, 2025 (hereinafter referred to as the “ Addendum

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to Fairness Opinion 1 ”), stating that having looked at its working considering the audited financial statements of the Transferor Company for the period ended September 30, 2024 and having taken on record the Addendum to Valuation Report 1, there is no change in its opinion as per the Fairness Opinion 1. Copies of the (i) Addendum to Valuation Report 1, dated March 3, 2025; and (ii) Addendum to Fairness Opinion 1, dated March 3, 2025, are enclosed as Annexure 4 and Annexure 5 , respectively.

In respect of Applicant No. 2/Transferee Company

The draft Scheme along with the valuation report, recommending valuation of equity shares of the Transferor Company, in respect of the proposed Scheme, dated December 17, 2024, issued by GT Valuation Advisors Private Limited, Registered Valuer (IBBI Registration No. IBBI/RVE/05/2020/134) to the Board of Directors of the Transferee Company (hereinafter referred to as the “ Valuation Report 2 ”), among other documents, were placed before the Mergers & Acquisitions Committee of the Transferee Company. A fairness opinion issued by IDBI Capital Markets & Securities Limited, a SEBI registered merchant banker (hereinafter referred to as the “ Fairness Opinion 2 ”), to the Board of Directors of the Transferee Company, in respect of the Valuation Report 2, was also placed before the Mergers & Acquisitions Committee of the Transferee Company. Copies of the (i) Valuation Report 2, dated December 17, 2024; and (ii) Fairness Opinion 2, dated December 17, 2024, are enclosed as Annexure 6 and Annexure 7 , respectively.

After reviewing the fair valuation of 309.20 per equity share, in accordance with the Valuation Report 2 and acquisition price of321.50 per equity share, at which the Transferor Company was acquired by the Transferee Company on August 16, 2024, the Mergers & Acquisitions Committee of the Transferee Company, after due deliberations, and with a view to align the fair valuation with the acquisition price as aforesaid, inter alia , recommended the fair value per equity share of the Transferor Company at ` 321.50 and the Scheme for consideration of the Audit Committee of the Transferee Company.

The draft Scheme along with the Valuation Report 2, among other documents, were placed before the Audit Committee of the Transferee Company at its meeting held on December 17, 2024. The Fairness Opinion 2 was also placed before the Audit Committee of the Transferee Company.

The Audit Committee of the Transferee Company, after reviewing the fair valuation of 309.20 per equity share, in accordance with the Valuation Report 2 and acquisition price of321.50 per equity share, at which the Transferor Company was acquired by the Transferee Company on August 16, 2024, and after due deliberations, with a view to align the fair valuation with the acquisition price as aforesaid, inter alia , approved the fair value per equity share of the Transferor Company at ` 321.50, and recommended the Scheme to the Board of Directors of the Transferee Company, Stock Exchanges, SEBI and other appropriate authorities, for their favourable consideration and approval.

The draft Scheme along with the Valuation Report 2, among other documents, were placed before the Committee of

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Independent Directors of the Transferee Company at its meeting held on December 17, 2024. The Fairness Opinion 2 was also placed before the Committee of Independent Directors of the Transferee Company.

The Committee of Independent Directors of the Transferee Company, after reviewing the fair valuation of 309.20 per equity share, in accordance with the Valuation Report 2 and acquisition price of321.50 per equity share, at which the Transferor Company was acquired by the Transferee Company on August 16, 2024, and after due deliberations, with a view to align the fair valuation with the acquisition price as aforesaid, inter alia , approved the fair value per equity share of the Transferor Company at ` 321.50, and recommended the Scheme for favourable consideration and approval by the Board of Directors of the Transferee Company, Stock Exchanges, SEBI and other appropriate authorities.

The draft Scheme along with the Valuation Report 2, amongst others, were placed before the Board of Directors of the Transferee Company at its meeting held on December 17, 2024. The Fairness Opinion 2 was also placed before the Board of Directors of the Transferee Company. Based on the aforesaid and the resolution/reports, inter alios, submitted by the Mergers & Acquisitions Committee, the Audit Committee and the Committee of Independent Directors, approving the fair value per equity share of the Transferor Company at 321.50 and recommending the Scheme, the Board of Directors of the Transferee Company approved the Scheme at its meeting held on December 17, 2024, and also approved the fair value per equity share of the Transferor Company at 321.50. The meeting of the Board of Directors of the Transferee Company, held on December 17, 2024, was attended by eight (8) directors, namely, Mr. Gautam Adani (DIN: 00006273), Chairman; Mr. Karan Adani (DIN: 03088095), Non-Executive Director; Mr. Ajay Kapur (DIN: 03096416), Wholetime Director & Chief Executive Officer; Mr. Rajnish Kumar (DIN: 05328267), Independent Director; Mr. Maheshwar Sahu (DIN: 00034051), Independent Director; Mr. Ameet Desai (DIN: 00007116), Independent Director; Ms. Purvee Sheth (DIN: 06449636), Independent Director; and Mr. M R Kumar (DIN: 03628755), Non-Executive Non-Independent Director, who attended the meeting through video conferencing. None of the directors of the Transferee Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors who attended and voted at the meeting.

Thereafter, pursuant to the clarification sought by NSE from the Transferee Company, inter alia , in respect of the Valuation Report 2, GT Valuation Advisors Private Limited, Registered Valuer, issued an Addendum to Valuation Report 2, dated March 3, 2025 (hereinafter referred to as the “ Addendum to Valuation Report 2 ”), stating that having tested its valuation workings based on the audited financial statements of the Transferor Company for the period ended September 30, 2024, there is no change in the value of equity shares of the Transferor Company as stated in Valuation Report 2. Further, IDBI Capital Markets & Securities Limited, a SEBI registered Merchant Banker, issued an Addendum to Fairness Opinion 2, dated March 3, 2025 (hereinafter referred

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to as the “ Addendum to Fairness Opinion 2 ”), stating that having looked at its workings considering the audited financial statements of the Transferor Company for the half year period ended September 30, 2024, and having taken on record the Addendum to Valuation Report 2, there is no change in its opinion as per the Fairness Opinion 2. Copies of the (i) Addendum to Valuation Report 2, dated March 3, 2025; and (ii) Addendum to Fairness Opinion 2, dated March 3, 2025, are enclosed as Annexure 8 and Annexure 9 , respectively.

Approvals and actions taken in relation to the Scheme

NSE was appointed as the Designated Stock Exchange by the Transferee Company for the purpose of co-ordinating with SEBI for obtaining approval of SEBI in accordance with SEBI Schemes Master Circular.
The Transferee Company had by its two separate letters, both dated January 1, 2025, applied to the Stock Exchanges for their no-objection to the Scheme. Thereafter, certain information/details/queries were sought/raised by NSE/BSE and the same were submitted/addressed by the Transferee Company.
As required by the SEBI Schemes Master Circular, the Transferee Company filed a No Complaint Report with the NSE on April 8, 2025, and BSE on March 7, 2025. Copies of the No Complaint Report dated April 8, 2025, submitted by the Transferee Company to NSE; and the No Complaint Report dated March 7, 2025, submitted by the Transferee Company to BSE, are enclosed as Annexure 10 and Annexure 11 , respectively.
In terms of Paragraph A.2.k) of Part-I of the SEBI Schemes Master Circular, No Objection Certificate from the lending scheduled commercial banks/financial institutions/ debenture trustees, from not less than 75% of the secured creditors in value is required to be obtained. It is submitted that the Transferee Company had no secured creditors on the date of the aforesaid applications filed by it with the Stock Exchanges or even as on date. Hence, no such No Objection Certificate is required to be obtained by the Transferee Company in terms of SEBI Schemes Master Circular.
The Transferee Company received no-objection/no adverse observation letter regarding the Scheme from NSE and BSE, dated April 30, 2025, and April 29, 2025, respectively, conveying their no-objection/no adverse observation for filing the Scheme with NCLT.

By the said letter dated April 30, 2025, NSE communicated the following observations of SEBI to the Transferee Company:

“

a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon’ble NCLT and shareholders, while seeking approval of the Scheme.
b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme

18 Ambuja Cements Limited

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with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed company and the Stock Exchanges.

c) The Company shall ensure compliance with the SEBI Circular issued from time to time. The entities involved in the scheme shall duly comply with various provisions of the SEBI Master Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.
d) The Company shall ensure that information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable.
e) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable.
f) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.
g) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.
h) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.
i) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.
j) The Company shall ensure that the observations of SEBI/ Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.
k) The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder, including obtaining the consent from the creditors for the proposed scheme.
l) The Companies shall ensure that the “Scheme” shall be acted upon subject to the companies involved in the scheme of arrangement complying with the Para 10 (a) & (b) Part I of SEBI Master Circular issued on June 20, 2023 and relevant clauses mentioned in the scheme document.
m) The Company shall ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision.

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i. Reasons for cash consideration of _321.50 per share to the shareholders of PCIL instead of_ 309.20 or ` 315.20 per share as derived in the valuation reports given by GT Valuation Advisors Private Limited and BDO Valuation Advisors LLP, respectively and its impact on shareholder’s wealth.
ii. Need, Rationale and Synergies of business of the scheme along with its impact on the shareholders.
iii. A write up on the history of the amalgamating company(ies).
iv. Details of assets, liabilities, net worth, revenue of the companies involved in the scheme, for both pre and post scheme of arrangement.
v. Latest net worth certificate along with statement of assets and liabilities of all the companies involved in the scheme of arrangement for both pre and post scheme of arrangement.
vi. Comparison of revenue and net worth of amalgamating company with the total revenue and net worth of the amalgamated company for last three financial years.
vii. The Company shall ensure that all the applicable additional information shall form part of disclosures to the shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.
n) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations.”

By the said letter dated April 29, 2025, BSE communicated the following observations of SEBI to the Transferee Company:

“

A. “The Entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon’ble NCLT and shareholders, while seeking approval of the scheme.”
B. “The Entity shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listen company and the stock exchanges.”
C. “The Entity shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular and ensure that all the! liabilities of Transferor Company are transferred to the Transferee Company.”

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D. “The entities is advised that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for ,seeking approval, if applicable.”
E. “The Entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable.”
F. “The Entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.”
G. “The Entity is advised that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.”
H. “The Entity is advised that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.”
I. “No changes to the draft scheme except those mandated by the regulators/authorities/tribunals shall be made without specific written consent of SEBI.”
J. “The Entity is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.”
K. “The Entity is advised to comply with the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”
L. “The Entities are advised that the “Scheme” shall be acted upon subject to the companies involved in the scheme of arrangement complying with the Para 10 (a) & (b) of Part I of SEBI Master Circular issued on June 20, 2023, and relevant clauses mentioned in the scheme document.”
M. “The entities are advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 –
i. reasons for cash consideration of _321.50 per share to the shareholders of PCIL instead of_ 309.20 or ` 315.20 per share as derived in the valuation reports given by GT Valuation Advisors Private Limited or BDO Valuation Advisory LLP, respectively and its impact on the shareholder’s wealth.
ii. need, rationale and synergies of the scheme along with its impact on the shareholders;

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iii. a write up on the history of the amalgamating company(ies);
iv. details of assets, liabilities, net worth, revenue of the companies involved in the scheme, for both pre and post scheme of arrangement;
v. latest net worth certificate along with statement of assets and liabilities of all the companies involved in the scheme of arrangement for both pre and post the scheme of arrangement;
vi. comparison of revenue and net worth of amalgamating company with the total revenue and net worth of the amalgamated company for last three financial years;
vii. Entity shall ensure that applicable additional information submitted to Stock Exchanges and SEBI, as advised by SEBI through email dated April 29, 2025 shall form part of disclosures to the shareholders.
N. “It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013, to SEBI again for its comments/observations/representations.”

Copies of the no-objection/no adverse observation letters, dated April 30, 2025, and April 29, 2025, respectively, received by the Transferee Company from NSE and BSE, respectively, are enclosed as Annexure 12 and Annexure 13 , respectively.

Pursuant to comments by SEBI in the aforesaid observation letters, the Transferee Company brings to the notice of its equity shareholders the details of “ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors”. The details in respect of the aforesaid are enclosed as Annexure 14 . The aforesaid details also formed part of the joint Company Application in CA (CAA)/ 57 (AHM) 2025, filed by the Companies before NCLT.
Further, the Transferee Company also brings to the notice of its equity shareholders the details in respect of the particulars mentioned/stipulated in: (i) clause m) of the noobjection letter dated April 30, 2025, received from NSE; and (ii) clause M. of the no adverse observation letter dated April 29, 2025, received from BSE. The details in respect of the aforesaid are enclosed as Annexure 15 .
The Companies would obtain/cause to be obtained all such other approvals from the Governmental Authority as may be required under Law.
C.A. (CAA)/ 57 (AHM) 2025 along with annexures thereto (which includes the Scheme) was jointly e-filed by the Companies with the NCLT, on October 16, 2025. The hard copy of which was filed with the NCLT on October 17, 2025.

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Salient extracts of the Scheme

Certain clauses of the Scheme are extracted below:

“PART I

1 DEFINITIONS, INTERPRETATION, DATE OF TAKING EFFECT AND SHARE CAPITAL
1.1. Definitions
1.1.2. “Adani Cementation Merger Scheme” shall have the meaning as set forth in the Introduction Clause.
1.1.3. “Appointed Date” means August 16, 2024.
1.1.6. “Effective Date” means the last of the dates on which all the approvals or events specified under Clause 3.3 of the Scheme are obtained or have occurred or the requirement of which have been waived. References in this Scheme to “upon the coming into effect of this Scheme” or “upon this Scheme becoming effective” or “effectiveness of this Scheme” or “Scheme coming into effect” shall mean the Effective Date.
1.117. “Sanghi Merger Scheme” shall have the meaning as set forth in the Introduction Clause.
1.128. “Undertaking” means the Transferor Company and includes all the business, undertakings, assets, properties, investments, rights, approvals, licenses and powers, leasehold rights and all its debts, outstanding, liabilities, duties and obligations of the Transferor Company, of whatsoever nature and kind and wherever situated, on a going concern basis and with continuity of business of the Transferor Company, which shall mean and include, without limitation:
(a) any and all of its immovable properties (including work in progress) and rights thereto i.e. land together with the buildings and structures standing thereon (whether, freehold, leasehold, leave and licensed, right of way, tenancies, sanctioned/allotted by the Governmental Authority or otherwise) including drains and culverts, civil works, foundations for civil works, offices, guest house, colony, captive power plant, warehouses, workshops, sheds, stores, storages including coal storage, silo, DG room, roads, laboratory, boundary walls, soil filling works, benefits of any rental agreement for any use of premises, share of any joint assets, etc., and all documents (including panchnamas, declarations, receipts, sanction letters/orders, etc.) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest, benefits and interests of rental agreements for lease or license or other rights to use of premises, in connection with the said immovable properties;
(b) any and all of its assets (including work in progress), as are movable in nature, whether present or future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal (including plant and machinery, boilers, turbines, handling equipments including coal handling equipments, dumpers, excavators, shovel, surface miners, cranes, capital work in progress, electrical fittings, air conditioners, furniture, fixtures, appliances, accessories, power lines, office

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equipments, computers, communication facilities, installations, vehicles, inventory and tools and plants), stock-in-trade, stores and spares, stock-in-transit, raw materials, finished goods, supplies, packaging items/ materials, actionable claims, prepaid expenses, bills of exchange, promissory notes, current assets, earnest monies and receivables, sundry debtors, financial assets, outstanding loans and advances, recoverable in cash or in kind or for value to be received, provisions, receivables, funds, cash and bank balances and deposits including accrued interest thereto with Governmental Authority, semi-Government, local and other authorities and bodies, banks, customers and other persons, insurances, the benefits of any bank guarantees, performance guarantees and letters of credit;

(c) any and all of its permits, licenses (including factory license), mineral mining rights, permissions, right of way, approvals, authorisations, clearances, consents, benefits, registrations including import registrations, rights, entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, pre-qualifications, bid acceptances, concessions, subsidies, liberties and advantages (including consent/ authorisation granted by Pollution Control Board, environmental clearance and other licenses/permits granted/issued/given by any Governmental Authority, statutory or regulatory or local or administrative bodies), Tax deferrals, Tax credits (including any credits arising from advance Tax, self-assessment Tax, other income Tax credits, withholding Tax credits, minimum alternate Tax credits, central value added tax credits, goods and services Tax credits, customs duty credit other indirect Tax credits and other Tax receivables), other claims under Tax Laws, privileges, incentives (including incentives in respect of income Tax, sales Tax, value added Tax, service Tax, excise duty, customs duties and goods and services Tax), benefits, Tax holidays, Tax refunds (including those pending with any Tax authorities), all Tax assets both direct and indirect including refunds filed pending to be adjudicated and refunds to be filed, advantages, benefits and all other rights, privileges, powers and facilities of every kind and description of whatsoever nature and the benefits thereto;
(d) all contracts, agreements including power purchase agreement(s), coal linkages agreement(s), fuel supply agreement(s), consultancy agreements, purchase orders/service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, bids, tenders, expression of interest, letters of intent, arrangements, understandings, engagements, deeds and instruments, including hire and purchase arrangements, lease/licence agreements, tenancy rights, agreements/ panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/manufacturer of goods/ service providers, other arrangements, undertakings, deeds, bonds, schemes, insurance covers and claims,

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clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise and all rights, title, interests, claims and benefits thereunder;
(e) all intangible assets, including all Intellectual Property Rights and all goodwill attaching to such Intellectual Property Rights;
(f) all rights to use and avail telephones, facsimile, e-mail, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company;
(g) all books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), applications (including hardware, software, source codes, parameterization and scripts), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, brochures, pamphlets, quotations, sales and advertising materials, product registrations, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/supplier pricing information, and all other books and records, whether in physical or electronic form;
(h) all insurance policies of the Transferor Company;
(i) all investments, including long term, short term, quoted, unquoted investments in different instruments, including shares, debentures, warrants and bonds, if any;
(j) amounts claimed or to be claimed including the receivables by the Transferor Company from any Governmental Authority;
(k) all application monies, advance monies, earnest monies and security and other deposits paid to any person, including any Governmental Authority, and payments against other entitlements;
(l) any and all of its debts, borrowings and liabilities, present or future, whether or not provided in the books of accounts or disclosed in the balance sheet of the Transferor Company, all guarantees, assurances, commitments and obligations of any nature or description, whether fixed, contingent or absolute, secured or unsecured, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without

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limitation, whether arising out of any contract or tort based on negligence or strict liability) unless transferred, assigned or hived off in any manner as part of any other undertaking prior to the Appointed Date;
(m) all of its staff and employees, and other obligations of whatsoever kind, including liabilities of the Transferor Company, with regard to its staff and employees, with respect to the payment of gratuity, superannuation, pension benefits and provident fund or other compensation or benefits, if any, whether in the event of resignation, death, retirement, retrenchment or otherwise; and
(n) all legal proceedings, including quasi-judicial, arbitral and other administrative proceedings of whatsoever nature involving the Transferor Company.

PART II

2. AMALGAMATION OF THE TRANSFEROR COMPANY INTO AND WITH THE TRANSFEREE COMPANY

2.1 Transfer and vesting of the Transferor Company into and with the Transferee Company

2.1.1 Upon the coming into effect of this Scheme, and with effect from the Appointed Date, subject to the provisions of this Scheme, the Undertaking shall stand transferred to and vest in the Transferee Company, as a going concern, together with all its estates, properties, assets, contracts, employees, records, approvals, rights, claims, title and authorities, benefits, liabilities and interest therein, subject to existing charges thereon in favour of banks and financial institutions, if any, or otherwise, as the case may be, without any further act, instrument, deed, matter or thing being made, done or executed, so as to become, as and from the Appointed Date, the estate, properties, assets, rights, claims, title and authorities, benefits, liabilities and interest of the Transferee Company by virtue of and in the manner provided in the Scheme pursuant to the sanction of the Scheme by the Tribunal and the provisions of sections 230 to 232 and other applicable provisions of the Act.
2.1.2 Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, upon the coming into effect of this Scheme and with effect from the Appointed Date, in relation to the Undertaking:
(i) All assets of the Transferor Company that are movable in nature or incorporeal property or are otherwise capable of transfer by physical or constructive delivery, novation and/or by endorsement and delivery or by vesting and recordal of whatsoever nature, or otherwise capable of transfer by delivery of possession or by operation pursuant to this Scheme, shall, pursuant to this Scheme, stand vested in and/or be deemed to be vested in the Transferee Company and shall become the property of the Transferee Company, with effect on and from the Appointed Date pursuant to the provisions of the Act, all other applicable provisions of applicable Law, if any, without requiring any deed or instrument of conveyance for transfer of the same. The vesting pursuant to this subclause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as

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appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.

(ii) All other movable assets of the Transferor Company, including investments in shares and any other securities, sundry debtors, actionable claims, earnest monies, receivables, bills, credits, outstanding loans and advances, recoverable in cash or in kind or for value to be received, bank balances and deposits, with Governmental Authorities, customers and other persons, shall, stand transferred to, and vested in the Transferee Company without any notice or other intimation to the debtors or obligors or any other person. The Transferor Company shall upon sanction of the Scheme be entitled to the delivery and possession of all documents of title of such movable property in this regard. The Transferee Company may (without being obliged to do so), if it so deems appropriate, give notice in such form as it deems fit and proper, to each such debtor or obligor or any other person, that pursuant to the sanction of the Scheme by the Tribunal, such debt, loan, advance, claim, bank balance, deposit or other asset be paid or made good or held on account of the Transferee Company as the person entitled thereto, to the end and intent that the right of the Transferor Company to recover or realise all such debts (including the debts payable by such debtor or obligor or any other person to the Transferor Company) stands transferred and assigned to the Transferee Company and that appropriate entries should be passed in the books of accounts of the relevant debtors or obligors or other persons to record such change.
(iii) All lease and licence agreements, entered into by the Transferor Company with landlords, owners and lessors in connection with the use of the assets of the Undertaking of the Transferor Company, together with security deposits and advance/prepaid lease/license fee, rights and easements in relation to such properties, shall stand automatically transferred in favour of the Transferee Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The Transferee Company shall continue to pay rent amounts/licence fees/royalty as provided for in such agreements and shall comply with the other terms, conditions and covenants thereunder and shall also be entitled to refund of security deposits/prepaid lease/license fee paid under such agreements by the Transferor Company.
( iv) All immovable properties, estate, assets of the Transferor Company, including land together with the buildings and structures standing thereon and rights, claim, title, authorities and interests in immovable properties including accretions and appurtenances of the Undertaking of whatsoever nature and wherever situate of the Transferor Company, whether freehold or leasehold or sanctioned/allotted by any Governmental Authority or otherwise, and all documents of title, rights and easements in relation thereto shall be vested in and/or be deemed to have been vested in the Transferee Company, without any further act or deed done or being

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required to be done by the Transferor Company and/ or the Transferee Company and the mere filing thereof with the appropriate registrar or sub-registrar or with the relevant Governmental Authority shall suffice as record of continuing titles with the Transferee Company and shall be constituted as a deemed mutation and substitution thereof. The Transferee Company shall be entitled to exercise all rights and privileges attached to such immovable properties and shall be liable to pay the ground rent, rates and Taxes and fulfil all obligations in relation to or applicable to such immovable properties. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of this Scheme by the Tribunal and upon the coming into effect of this Scheme in accordance with the terms hereof. The appropriate authorities shall grant all clearances/permissions, if any, required for enabling the Transferee Company to absolutely own and enjoy the immovable properties in accordance with applicable Law. The Transferee Company shall upon the Scheme becoming effective be entitled to the delivery and possession of all documents of title to such immovable property in this regard, which are in possession of the Transferor Company. It is clarified that any document executed pursuant to this sub-clause or sub-clause (iii) above or sub-clause (vii) below will be for the limited purpose of meeting the regulatory requirements and shall not be deemed to be a document under which the transfer of any asset of the Transferor Company takes place and all assets of the Transferor Company shall be transferred solely pursuant to and in terms of this Scheme and the order of the Tribunal sanctioning the Scheme.

(v) All estate, assets, rights, title, claims, interest, investments and properties of the Transferor Company as on the Appointed Date, including accretions and appurtenances, whether or not included in the books of the Transferor Company, and all assets, rights, title, interest, investments and properties, of whatsoever nature and wherever situate, which is acquired by the Transferor Company on or after the Appointed Date but prior to the Effective Date, shall be deemed to be and shall become the assets and properties of the ransferee Company.
(viii) All letters of intent, requests for proposal, prequalifications, bid acceptances, tenders, and other instruments of whatsoever nature to which the Transferor Company is a party to or to the benefit of which the Transferor Company may be eligible for, shall remain in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto. Upon coming into effect of the Scheme, the past track record of the Transferor Company shall be deemed to be the track record of the Transferee Company for all commercial and regulatory purposes.

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(x) All electricity, gas, water and any other utility connections and tariff rates in respect thereof sanctioned by various public sector and private companies, boards, agencies and authorities to the Transferor Company, together with security deposits and all other advances paid, shall stand automatically transferred in favour of the Transferee Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The relevant electricity, gas, water and any other utility companies, boards, agencies and authorities shall issue invoices in the name of the Transferee Company with effect from the billing cycle commencing from the month immediately succeeding the month in which the Effective Date falls. The Transferee Company shall comply with the terms, conditions and covenants associated with the grant of such connection and shall also be entitled to refund of security deposits placed with such companies, boards, agencies and authorities by the Transferor Company.
(xiii) All liabilities, including all secured, if any, and unsecured debts, sundry creditors, contingent liabilities, duties, obligations and undertakings of the Transferor Company, of every kind, nature and description whatsoever and howsoever arising, raised, incurred or utilised for its business activities and operations, shall, pursuant to the sanction of the Scheme by the Tribunal and under the provisions of sections 230 to 232 of the Act and other applicable provisions, if any, of the Act, without any further act, instrument, deed, matter or thing being made, done or executed, be transferred to, and vested in, or be deemed to have been transferred to, and vested in, the Transferee Company, along with any charge, encumbrance, lien or security created in connection therewith, and such liabilities shall be assumed by the Transferee Company to the extent they are outstanding as on the Effective Date so as to become, the liabilities, debts, duties and obligations of the Transferee Company on the same terms and conditions as was applicable to the Transferor Company, and the Transferee Company shall meet, discharge and satisfy the liabilities and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this clause.
(xiv) Where any of the debts, liabilities, duties and obligations incurred before the Appointed Date by the Transferor Company, deemed to have been transferred to the Transferee Company by virtue of this Scheme, has been discharged by the Transferor Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company.

Permits

(xv) All Governmental Approvals and other consents, allotments, concessions, credits, awards, sanctions, subsidies, rehabilitation schemes, permissions, quotas, rights, authorisations, entitlements, no-objection certificates and licences, including those relating to

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tenancies, pre-qualifications, bid acceptances, tenders, privileges, powers, facilities, letter of allotments and certificates of every kind and description of whatsoever nature, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be entitled to use or which may be required to carry on the operations of the Transferor Company, and which are subsisting or in effect immediately prior to the Effective Date, including the benefits of any applications made for any of the foregoing, shall be, and remain, in full force and effect in favour of or against the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party, a beneficiary or an obligee thereto and shall be appropriately mutated by the relevant Governmental Authorities in favour of the Transferee Company. It is hereby clarified that if the consent of any third party or Governmental Authority is required to give effect to the provisions of this Clause, the said third party or Governmental Authority shall make and duly record the necessary substitution/endorsement in the name of the Transferee Company pursuant to the sanction of this Scheme by the Tribunal, and upon this Scheme becoming effective in accordance with the terms hereof. For this purpose, the Transferee Company shall file appropriate applications/ documents with relevant authorities concerned for information and record purposes.

Contracts

(xviii) All contracts, agreements including power purchase agreement(s), coal linkages agreement(s), fuel supply agreement(s), consultancy agreements, purchase orders/service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of agreed points, minutes of meetings, bids, tenders, expression of interest, letters of intent, arrangements, understandings, engagements, deeds and instruments, including hire and purchase arrangements, lease/licence agreements, tenancy rights, agreements/ panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/manufacturer of goods/service providers, other arrangements, undertakings, deeds, bonds, schemes, whether written or otherwise, and other instruments to which the Transferor Company is a party, or to the benefit of which the Transferor Company may be entitled, and which are subsisting or having effect immediately prior to the Effective Date, shall, without any further act, instrument or deed, continue in full force and effect against or in favour of, as the case may be, the Transferee Company, and may be enforced effectively by or against the Transferee Company as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligor or obligee thereto or thereunder. The Transferee Company will, if required, enter into novation agreements in relation to such contracts, deeds, bonds, agreements and other instruments.

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Legal Proceedings

(xxi) All legal proceedings, including quasi-judicial, arbitral and other administrative proceedings, of whatsoever nature by or against the Transferor Company pending on the Effective Date shall not abate or be discontinued or be prejudicially affected in any way by reason of the Scheme or by anything contained in the Scheme but shall be continued, prosecuted and enforced, as the case may be, by or against the Transferee Company, in the same manner and to the same extent as they would or might have been continued, prosecuted and enforced by or against the Transferor Company. The Transferee Company undertakes to have all legal or other proceedings specified in this Clause, initiated by or against the Transferor Company, transferred to its name and to have such proceedings continued, prosecuted and enforced by or against the Transferee Company, as the case may be. Following the Effective Date, the Transferee Company may initiate any legal proceeding for and on behalf of the Transferor Company.

Employees

(xxiii) With effect from the Effective Date, all the staff and employees of the Transferor Company, who are in such employment as on the Effective Date shall become, and be deemed to have become, the staff and employees of the Transferee Company, and, subject to the provisions of the Scheme, on terms and conditions not less favourable than those on which they are engaged by the Transferor Company and without any interruption of or break in service as a result of the transfer and vesting of the Undertaking of the Transferor Company to the Transferee Company. With regard to provident fund, gratuity, superannuation, leave encashment and any other special scheme or benefits or fund or trusts, if any, created by the Transferor Company which exist immediately prior to the Effective Date, the Transferee Company shall stand substituted for the Transferor Company for all purposes whatsoever, upon the coming into effect of this Scheme, including with regard to the obligation to make contributions to relevant authorities, such as the Regional Provident Fund Commissioner or to such other funds maintained by the Transferor Company, in accordance with applicable Law. It is hereby clarified that upon the coming into effect of this Scheme, such benefits and schemes shall continue to be provided to the transferred employees and the service of all transferred employees of the Transferor Company for such purpose shall be treated as having been continuous.

Intellectual Property

(xxviii) All Intellectual Property Rights of the Transferor Company shall stand transferred to and vested in the Transferee Company.

Inter se Transactions

(xxix) Upon the coming into effect of this Scheme and with effect from the Appointed Date, all inter-se contracts and inter-corporate deposits, loans, advances, including the issuance and allotment of unlisted optionally convertible

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debentures issued by the Transferor Company to the Transferee Company, and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between the Transferor Company and the Transferee Company, shall, ipso facto, stand discharged and cancelled, cease to operate and come to an end and there shall be no liability in that behalf on any party and appropriate effect shall be given to such cancellation and cessation in the books of accounts and records of the Transferee Company. For the removal of doubt, it is clarified that in view of the above, there will be no accrual of income or expense on account of any transactions, including interalia any transactions in the nature of sale or transfer of any goods, materials or services, between the Transferor Company and the Transferee Company. For avoidance of doubt, it is hereby clarified that with effect from the Effective Date, there will be no accrual of interest or other charges in respect of any inter se loans, unlisted optionally convertible debentures, deposits or balances between the Transferor Company and the Transferee Company.

Taxes

(xxxii) Upon the coming into effect of this Scheme and with effect from the Appointed Date, all Taxes payable by, or refundable to, the Transferor Company, including any refunds, claims or credits (including credits for income Tax, withholding Tax, advance Tax, self-assessment Tax, minimum alternate Tax, central value added Tax credit, goods and services Tax credits, other indirect Tax credits and other Tax receivables) shall be treated as the Tax liability, refunds, claims, or credits, as the case may be, of the Transferee Company, and any Tax incentives, benefits (including claims for unabsorbed Tax losses and unabsorbed Tax depreciation), advantages, privileges, exemptions, credits, Tax holidays, remissions or reductions, which would have been available to the Transferor Company, shall be available to the Transferee Company, and following the Effective Date, the Transferee Company shall be entitled to initiate, raise, add or modify any claims in relation to such Taxes on behalf of the Transferor Company.

Creditors

(xxxiii) Upon the coming into effect of this Scheme and with effect from the Appointed Date, the secured creditors of the Transferor Company and/or other holders of security over the properties of the Transferor Company, if any, shall be entitled to security only in respect of the properties, assets, rights, benefits and interest of the Transferor Company, as existing immediately prior to the amalgamation of the Transferor Company with the Transferee Company and the secured creditors of the Transferee Company and/or other holders of security over the properties of the Transferee Company, if any, shall be entitled to security only in respect of the properties, assets, rights, benefits and interest of the Transferee Company, as existing immediately prior to

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the amalgamation of the Transferor Company with the Transferee Company. It is hereby clarified that pursuant to the amalgamation of the Transferor Company with the Transferee Company, (a) the secured creditors of the Transferor Company and/or other holders of security over the properties of the Transferor Company, if any, shall not be entitled to any additional security over the properties, assets, rights, benefits and interest of the Transferee Company and therefore, such assets which are not currently encumbered shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Transferee Company; and (b) the secured creditors of the Transferee Company and/or other holders of security over the properties of the Transferee Company, if any, shall not be entitled to any additional security over the properties, assets, rights, benefits and interest of the Transferor Company and therefore, such assets which are not currently encumbered shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Transferee Company.

2.3 Cancellation of equity shares of the Transferor Company and payment of consideration

2.3.1 Upon the coming into effect of this Scheme, the equity shares of the Transferor Company held by the Transferee Company (either directly or through nominees) on the Effective Date shall stand cancelled without any further application, act or deed. Further, the investment in the equity shares of the Transferor Company, appearing in the books of accounts of the Transferee Company shall, without any further act or deed, stand cancelled. It is clarified that no new shares shall be issued nor payment shall be made in cash whatsoever by the Transferee Company in lieu of cancellation of such equity shares of the Transferor Company.
2.3.2 Upon the coming into effect of this Scheme, and in consideration of the amalgamation of the Undertaking into and with the Transferee Company, the Transferee Company shall, without any further application, act or deed, pay to the equity shareholders of the Transferor Company (other than the Transferee Company), whose names are recorded in the register of members as a member of the Transferor Company, including register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996, on the Record Date (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognised by the Board of the Transferee Company) (the “Eligible Member” ) in the following manner:
“ _321.50 (Rupees Three Hundred and Twenty One and paise fifty) for every 1 (one) fully paid-up equity share of_ 10/- each held in the Transferor Company.”

which payment shall be made not later than 30 (thirty) days from the Effective Date (“Payment Date”).

2.5 Accounting Treatment

Accounting Treatment in the books of the Transferee Company

Notwithstanding anything else contained in the Scheme, the Transferee Company shall account for the amalgamation of

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the Transferor Company in its books of accounts in accordance with Pooling of Interest Method of accounting as laid down in Appendix C of Indian Accounting Standards (“Ind AS”) 103 (Business Combinations of entities under common control) notified under Section 133 of the Act, under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time, and the date of such accounting treatment would be in accordance with the applicable Ind AS.

2.5 .1 The Transferee Company shall record the assets and liabilities of the Transferor Company, vested in it pursuant to this Scheme, at the carrying values as appearing in the consolidated financial statements of the Transferee Company. However, the assets and liabilities pertaining to subsidiary companies of the Transferor Company, which are not merged with the Transferee Company and for which the Transferee Company will hold investment in subsidiaries post-merger of the Transferor Company, will not vest in the Transferee Company and thereby, not recognised in the separate financial statements of the Transferee Company.
2.5.2 The identity of the reserves of the Transferor Company, excluding reserves related to subsidiary companies of the Transferor Company which are not merged with the Transferee Company, shall be preserved and the Transferee Company shall record the reserves of the Transferor Company in the same form and at the carrying amount as appearing in the consolidated financial statements of Transferee Company.
2.5.3 The Transferee Company shall recognise investment in the subsidiary companies of the Transferor Company vested in it pursuant to this Scheme at the amount equal to the total of all assets as reduced by total of all liabilities and reserves related to subsidiary companies of the Transferor Company as appearing in the consolidated financial statements of the Transferee Company and determined in accordance with Ind AS and other accounting principles generally accepted in India.
2.5.4 Pursuant to the amalgamation of the Transferor Company with the Transferee Company, the inter-company balances between the Transferee Company and the Transferor Company, if any, appearing in the books of the Transferee Company shall stand cancelled and there shall be no further obligation in that behalf.
2.5.5 The value of investments held by the Transferee Company in the Transferor Company shall stand cancelled pursuant to amalgamation.
2.5.6 The Transferee Company shall recognise cash consideration as per clause 2.3 of the Scheme to the equity shareholders (other than the Transferee Company) at fair value/ amount paid or payable.
2.5.7 The surplus, if any arising after taking the effect of clause 2.5.1 to 2.5.6 shall be transferred to Capital Reserve in the financial statements of the Transferee Company and should be presented separately from other Capital Reserves with disclosure of its nature and purpose in the notes. The deficit, if any, arising after taking the effect of clauses 2.5.1 to 2.5.6 shall be transferred to Retained Earnings in the financial statements of the Transferee Company.
1.5.8 In case of any differences in accounting policies between the Transferor Company and the Transferee Company, the accounting policies followed by the Transferee Company shall

26 Ambuja Cements Limited

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prevail to ensure that the financial statements reflect the financial position based on consistent accounting policies.

2.5.9 Comparative financial information in the standalone financial statements of the Transferee Company shall be restated for the accounting impact of merger, as stated above, as if the merger had occurred from the beginning of the comparative period presented. However, if common control came into existence at a date later than beginning of the comparative period presented, the prior period information shall be restated only from the date on which common control came into existence.
2.5.10 For accounting purposes, the Scheme will be given effect when all substantial conditions for the transfer of the Transferor Company are completed.
2.5.11 Any matter not dealt with hereinabove shall be dealt with in accordance with the requirement of applicable Ind AS.
Accounting Treatment in the books of the Transferor Company
2.5.12 As the Transferor Company shall stand dissolved without being wound up, upon the Scheme becoming effective, hence no accounting treatment is being prescribed under this Scheme in the books of the Transferor Company.

2.6 Dissolution of the Transferor Company

2.6.1 Upon the coming into effect of this Scheme, the Transferor Company shall stand dissolved without being wound up, without any further act or deed.
2.7 Reorganisation of the Authorised Share Capital of the Transferor Company
2.7.1 Upon the Scheme becoming effective and with effect from the Appointed Date, and as an integral part of the Scheme, the authorised share capital of the Transferor Company shall be reclassified/reorganised such that each equity share of _10/- (Rupees Ten only) of the Transferor Company shall stand reclassified/reorganised as 5 (Five) equity share of_ 2/- (Rupees Two only) each.
2.8 Consolidation of the Authorised Share Capital of the Transferor Company with the Authorised Share Capital of the Transferee Company
2.8.1 Upon the Scheme becoming effective and with effect from the Appointed Date, and pursuant to the reclassification and reorganization of the resultant authorized share capital of the Transferor Company as set out in Clause 2.7 above, the resultant authorized share capital of the Transferor Company shall stand transferred to and be amalgamated/combined with the authorized share capital of the Transferee Company. The fees or stamp duty, if any, paid by the Transferor Company on its authorized share capital shall be deemed to have been so paid by the Transferee Company on the combined authorized share capital, and the Transferee Company shall not be required to pay any fee/stamp duty for the increase of the authorized share capital. The authorised share capital of the Transferee Company will automatically stand increased to that effect by simply filing the requisite forms with the RoC and no separate procedure or instrument or deed shall be required to be followed under the Act.

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2.8.2 Clause V. of the memorandum of association of the Transferee Company (relating to the authorised share capital) shall, upon this Scheme becoming effective, and without any further act, instrument or deed, be altered, modified and amended pursuant to sections 13, 61 and 64 and other applicable provisions of the Act.
2.8.3 For the avoidance of doubt, it is clarified that, in case, the authorised share capital of the Transferee Company undergoes any change, either as a consequence of Adani Cementation Merger Scheme and/or Sanghi Merger Scheme and/or any corporate actions or otherwise, then Clause 2.8.1 shall automatically stand increased/modified/adjusted to take into account the effect of such change.

PART III

3. GENERAL TERMS AND CONDITIONS

3.3. Scheme conditional upon approvals/sanctions

Unless otherwise decided (or waived) by the Companies, the effectiveness of the Scheme is and shall be conditional upon and subject to the fulfilment or waiver (to the extent permitted under applicable Law) of the following conditions precedent:

(a) the requisite consent, approval or permission of relevant Governmental Authority including but not limited to the Stock Exchanges Approval having been obtained by the Transferee Company in relation to the Scheme;
(b) the Scheme being approved by the requisite majority of public shareholders of the Transferee Company (by way of e-voting), respectively, as required under the SEBI Schemes Master Circular;
(c) the Scheme being approved by the respective requisite majorities of the classes of members and creditors (where applicable) of the Companies in accordance with the Act or dispensation having been received from the Tribunal in relation to obtaining such approval from the shareholders and/or creditors or any Law permitting the respective Companies not to convene the meetings of its shareholders and/or creditors;
(d) the Scheme being confirmed/approved by the Tribunal, either on terms as originally approved by the Companies, or subject to such modifications approved by the Tribunal, which shall be in form and substance acceptable to the Companies, each acting reasonably and in good faith; and
(e) certified copies of the confirmation orders of the Tribunal confirming/sanctioning the Scheme being filed with the RoC by the respective Companies.”

You are requested to read the entire text of the Scheme (enclosed at Annexure 1) to get fully acquainted with the provisions thereof. The aforesaid are only some of the salient extracts thereof .

Accounting treatment

The Statutory Auditors of the Transferor Company have issued a certificate to the effect that the accounting treatment as proposed in the Scheme is in conformity with

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the accounting standards prescribed under Section 133 of the Act. The certificate issued by the Statutory Auditors of the Transferor Company is open for inspection as mentioned hereinbelow.
The Statutory Auditors of the Transferee Company have issued a certificate to the effect that the accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. The certificate issued by the Statutory Auditors of the Transferee Company is open for inspection as mentioned hereinbelow.

Effect of the Scheme on various parties

The effect of the proposed Scheme on the stakeholders of the Transferor Company, in terms of Rule 6 (3) (vi) and (vii) of the Rules would be as follows:

(a) Shareholders (promoter and non-promoter)

Upon the Scheme becoming effective, the equity shareholders of the Transferor Company (other than the Transferee Company) to the extent of the equity shares held by it in the Transferor Company, shall be paid cash consideration in the manner as stipulated in Clause 2.3 of the Scheme.

Further, under the Scheme, the resultant authorized share capital of the Transferor Company, shall stand transferred to and be amalgamated/combined with the authorized share capital of the Transferee Company in the manner as stipulated in Clause 2.8 of the Scheme.

Thus, under the Scheme, an arrangement is sought to be entered into between the Transferor Company and its equity shareholders.

(b) Optionally Convertible Debenture Holders

The optionally convertible debentures (equity instrument) issued by the Transferor Company to the Transferee Company shall stand discharged and cancelled and cease to operate and come to an end as stipulated under Clause 2.1.2 (xxix) of the Scheme.

Thus, under the Scheme, an arrangement is sought to be entered into between the Transferor Company and its sole optionally convertible debenture holder.

(c) Creditors

The Scheme does not contemplate any arrangement with the creditors of the Transferor Company. No compromise is offered under the Scheme to any of the creditors of the Transferor Company. The liability towards the creditors of the Transferor Company is neither being reduced nor being extinguished. The interest of the creditors of the Transferor Company would in no way be affected by the Scheme.

Further, as on date, the Transferor Company has no secured creditors and therefore, the question of any effect of the Scheme on any secured creditors does not arise.

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As on date, the Transferor Company has no outstanding debentures (having any contractual obligation to deliver cash or another financial asset) and therefore, the effect of the Scheme on any such debenture holder(s) or debenture trustee(s) does not arise.

As on date, the Transferor Company has no outstanding public deposits and therefore, the effect of the Scheme on any such deposit holders or deposit trustee(s) does not arise.

(d) Employees, Directors and Key Managerial Personnel

As stated in clause 2.1.2 (xxiii) of the Scheme and with effect from the Effective Date, all the staff and employees of the Transferor Company, who are in such employment as on the Effective Date shall become, and be deemed to have become, the staff and employees of the Transferee Company, and, subject to the provisions of the Scheme, on terms and conditions not less favorable than those on which they are engaged by the Transferor Company and without any interruption of or break in service as a result of the transfer and vesting of the Undertaking of the Transferor Company to the Transferee Company. In these circumstances, the rights of the staff and employees of the Transferor Company would in no way be affected by the Scheme.

Upon the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound up. In these circumstances, the directors and key managerial personnel of the Transferor Company shall cease to be the directors and key managerial personnel of the Transferor Company.

None of the directors and key managerial personnel (as defined under the Act and the rules framed thereunder) of the Transferor Company and their respective relatives (as defined under the Act and the rules framed thereunder) have any material interest in the Scheme, except to the extent that the said directors, key managerial personnel and their respective relatives may be holding shares in the Transferee Company and/or to the extent that the said directors, key managerial personnel and their respective relatives are the partners, directors, members of the companies, firms, bodies corporate, trustee and/ or beneficiaries of trust that hold shares in the Transferee Company, if any. None of the directors, key managerial personnel of the Transferor Company or their relatives are holding more than two per cent. of the paid-up equity share capital of the Transferor Company and/or the Transferee Company.

The effect of the proposed Scheme on the stakeholders of the Transferee Company, in terms of Rule 6 (3) (vi) and (vii) of the Rules, would be as follows:

(a) Shareholders (promoter and non-promoter)

28 Ambuja Cements Limited

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Thus, under the Scheme, an arrangement is sought to be entered into between the Transferee Company and its equity shareholders.

(b) Creditors

The Scheme does not contemplate any arrangement with the creditors of the Transferee Company. No compromise is offered under the Scheme to any of the creditors of the Transferee Company. The liability towards the creditors of the Transferee Company is neither being reduced nor being extinguished. The interest of the creditors of the Transferee Company would in no way be affected by the Scheme.

Further, as on date, the Transferee Company has no secured creditors and therefore, the question of any effect of the Scheme on any secured creditors does not arise.

As on date, the Transferee Company has no outstanding debentures and therefore, the effect of the Scheme on any such debenture holder(s) or debenture trustee(s) does not arise.

As on date, the Transferee Company has no outstanding public deposits and therefore, the effect of the Scheme on any such deposit holders or deposit trustee(s) does not arise.

(c) Employees, Directors and Key Managerial Personnel

Under the Scheme, no rights of the staff and employees of the Transferee Company are being affected. The services of the staff and employees of the Transferee Company shall continue on the same terms and conditions on which they were engaged by the Transferee Company.

None of the directors and key managerial personnel (as defined under the Act and the rules framed thereunder) of the Transferee Company and their respective relatives (as defined under the Act and the rules framed thereunder) have any material interest in the Scheme, except to the extent that one of the key managerial personnel of the Transferee Company, namely, Mr. Manish Mistry, is one of the nominee shareholders of the Transferor Company and/or except to the extent that the said directors, key managerial personnel and their respective relatives may be holding shares in the Transferee Company and/ or to the extent that the said directors, key managerial personnel and their respective relatives are the partners, directors, members of the companies, firms, bodies corporate, trustee and/or beneficiaries of trust that hold shares in the Transferee Company, if any. None of the directors, key managerial personnel of the Transferee Company or their relatives are holding more than two per cent. of the paid-up equity share capital of the Transferor Company and/or the Transferee Company.

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In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Applicant Companies, in their respective meetings, both held on December 17, 2024, have adopted a report, inter alia , explaining the effect of the Scheme on its shareholders, creditors and key managerial personnel amongst others. Copy of the Reports adopted by the respective Board of Directors of the Transferor Company and the Transferee Company are enclosed as Annexure 16 and Annexure 17 , respectively.

Other matters

Copy of the Summary of Valuation Report 1 and Valuation Report 2, including the basis of such Valuation Report 1 and Valuation Report 2 and Fairness Opinion 1 and Fairness Opinion 2 is enclosed as Annexure 18.
No investigation proceedings have been instituted or are pending in relation to the Companies under Chapter XIV of the Act or the corresponding provisions of Sections 235 to 251 of the Companies Act, 1956.
To the knowledge of the respective Companies, no winding up proceedings have been filed or are pending against any of the Companies under the Act or under the corresponding provisions of the Companies Act, 1956.
No proceedings are pending under the Act or under the corresponding provisions of the Companies Act, 1956 against any of the Companies.
To the knowledge of the respective Companies, no insolvency proceedings have been filed or are pending against any of the Companies under the Insolvency and Bankruptcy Code, 2016
There is no capital restructuring or debt restructuring being undertaken pursuant to this Scheme.
The joint Company Application, being C.A. (CAA)/57 (AHM) 2025 along with annexures thereto (which includes the Scheme) was jointly e-filed by the Transferor Company and the Transferee Company with the NCLT, on October 16, 2025. The hard copy whereof was filed with the NCLT on October 17, 2025.
The copy of the proposed Scheme along with the Order has been filed by the respective Companies before the concerned Registrar of Companies, on November 12, 2025, November 22, 2025 and November 24, 2025, in Forms GNL 1.
The unaudited financial results of the Transferor Company and the Transferee Company for the quarter ended September 30, 2025, are enclosed as Annexure 19 and Annexure 20 , respectively.
In terms of SEBI Schemes Master Circular, the applicable information of the Transferor Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, is enclosed as Annexure 21 .
The documents submitted under the application made by the Transferee Company with NSE and BSE, respectively,

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under SEBI Schemes Master Circular, will be available on the website of the Transferee Company at https://www.ambujacement. com/investors/scheme-of-arrangement-amalgamation, which would be deemed to have been incorporated in the present explanatory statement.

As per the books of accounts of (as on September 30, 2025) the Transferor Company, the amount due to the unsecured creditors is ` 981.48 crore.
As per the books of accounts of (as on September 30, 2025) the Transferee Company, the amount due to the unsecured creditors is ` 9,793.36 crore.
The name and address of the promoter of the Transferor Company, including its shareholding in the Transferor Company as on September 30, 2025, is as under:

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Sr. No. Name and Address of the Promoters No. of Shares held in the % of
Transferor Company holding
----- End of picture text -----

1	Ambuja Cements Limited	13,37,14,994	99.94
	Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G.
	Highway, Khodiyar, Ahmedabad – 382 421
2	*Manish Vinodchandra Mistry	1	0.00
	A-43, Luv Kush Apartment, Opp. Jai Ambe Nagar, Udgam School
	Lane, Thaltej, Ahmedabad 380 054
3	*Anil Ramsahay Agarwal	1	0.00
	13, Annapurna Society, Anil Starch Mill Road, Bapunagar,
	Ahmedabad – 380 024
4	* Aditya Ranjan	1	0.00
	Lane-21, Laxmi Narayan Nagar, Bela, Muzafarpur, Bihar – 842 002
5	* Nitesh Maheshwari	1	0.00
	residingat D-89, Dev Nagar, Murlipura, Jaipur, Rajasthan – 302 039
6	*Yash Maheshbhai Joshi	1	0.00
	D-201, Swagat Agacia, behind Swagat Holiday Mall, Sargasan Cross
	Road, VTC: Sargasan, Gandhinagar – 382421
7	*Ronak Vinodbhai Shah	1	0.00
	A-202, Green Arcade, L P Savani Road, Behind Trinity Business Park,
	Adajan, Surat – 395009
	Total Promoter Group	13,37,15,000	99.94

As Nominee of Ambuja Cements Limited
The name and address of the promoters / Promoter Group of the Transferee Company, including their shareholding in the Transferee Company as on September 30, 2025, are as under:

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Sr. No. Name and Address of the Promoters / Promoter Group No. of Shares held in the % of holding
Transferee Company
----- End of picture text -----

1	Holderind Investments Ltd,	1,18,52,00,361	47.97
	6thFloor, Tower I, Nexteracom Building, Ebene, Mauritius
2	Harmonia Trade and Investment Ltd,	47,74,78,249	19.33
	6thFloor, Tower I, Nexteracom Building, Ebene, Mauritius
3	Endeavour Trade and Investment Limited,	7,02,442	0.03
	6thFloor, Tower 1, Nexteracom Building, Ebene, Mauritius
4	Adani Enterprises Limited,	87,00,000	0.35
	Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G.
	Highway, Khodiyar, Ahmedabad – 382 421
	Total Promoter / Promoter Group	1,67,20,81,052	67.68

30 Ambuja Cements Limited

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The names, designations, addresses and Director Identification Number (“ DIN ”) of the directors of the Transferor Company as on September 30, 2025, are as follows:

Sr. No.	Name and Designation	Address	DIN
1	Mr. Sanjay Kumar Behl,	Flat No. C-309, Avantika CHS, Birla Lane, Nr. Tulip Star Hotel, Vile Parle,	07003899
	Wholetime Director	West,VTC – Juhu,Mumbai – 400 049,Maharashtra,India
2	Mr. Sukuru Ramarao,	C4-702, Water Lily Apartments, Adani Sgantigram, Adalaj,	08846591
	Non-Executive Director	Gandhinagar – 382421,Gujarat,India
3	Ms. Kajal Saxena,	Behind Bade Mandir, Kishangarh Renwal, Jaipur, Rajasthan – 303 603,	10744634
	Non-Executive Director	India
4	Mr. Chetan Babaldas Patel,	A-11A, Aryaman, Thaltej – Shilaj Road, Opp. Anand Niketan School,	00446745
	Independent Director	Ahmedabad – 380 059,Gujarat,India.
5	Ms. Archana Dholakia,	A1-302, Medows, Near Vaishnodevi Circle, Khodiyar, Adani Shantigram	07935065
	Independent Director	Township,Ahmedabad – 382421,Gujarat,India
The names, designations, addresses and		DIN of the directors of the Transferee Company as on September 30, 2025, are as follows:
Sr. No.	Name and Designation	Address	DIN
1	Mr. Gautam S. Adani,	Shantivan Farmhouse, B/h. Karnavati Club, Gandhinagar Sarkhej	00006273
	Chairman - Non-Executive,	Highway, Ahmedabad – 380058.
	Non – Independent Director
2	Mr. Karan Adani,	Shantivan Farmhouse, B/h. Karnavati Club, Gandhinagar Sarkhej	03088095
	Non-Executive,	Highway, Ahmedabad – 380058.
	Non – Independent Director
3	Mr. Ajay Kapur,	No. 2 Southlands, S. B. Singh Road, Colaba, Mumbai – 400005.	03096416
	ManagingDirector
4	Mr. Vinod Bahety	B1 – 1201, Waterlily Apartments, Adani Shantigram,	09192400
	Wholetime Director & CEO	Ahmedabad – 382 421,Gujarat.
5	Mr. Maheswar Sahu,	A/302, Parijat Residency, Opp. IOS Petrol Pump, Judges Bungalow,	00034051
	Non-Executive, Independent	Bodakdev, Ahmedabad – 380054.
	Director
6	Mr. Rajnish Kumar,	F: 202, Ambience Caitriona, Sector 24, Gurgaon, Haryana.	05328267
	Non-Executive, Independent
	Director
7	Mr. Ameet Desai,	D – 48, Aryaman Bungalow, Near Thaltej Shilaj Railway Crossing,	00007116
	Non-Executive, Independent	Thaltej, Ahmedabad - 380059, Gujarat.
	Director
8	Mrs. Purvi Sheth,	3801, Floor -38, A-2 Tower, Sky Forest, Senapati Bapat Marg, Near	06449636
	Non-Executive, Independent	Flphinstone Railway Station, Lower Parel, Mumbai, PO: Delisle Road,
	Director	Mumbai - 400013,Maharashtra.
9	Mr. Praveen Garg,	N-28, First Floor Greater Kailash-I South Delhi, Delhi – 110048.	00208604
	Non-Executive, Independent
	Director

The names, designations, addresses and DIN of the directors of the Transferee Company as on September 30, 2025, are as follows:
The details of the shareholding of the Directors and the Key Managerial Personnel (hereinafter referred to as the “ KMP ”) of the Transferor Company in the Companies as on September 30, 2025, are as follows:

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Sr. No. Name Designation Equity Shares Equity Shares
Held in Transferor Held in Transferee
Company Company
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1	Mr. SanjayKumar Behl	Wholetime Director	Nil	Nil
2	Mr. Sukuru Ramarao	Non-Executive Director	Nil	Nil
3	Ms. Kajal Saxena	Non-Executive Director	Nil	Nil
4	Mr. Chetan Patel	Independent Director	Nil	Nil
5	Ms. Archana Dholakia	Independent Director	Nil	Nil
6	*Mr. Nitesh Maheshwari	Chief Financial Ofcer	1	Nil
7	Ms. Aditi Khandelwal	CompanySecretary	Nil	Nil

As a Nominee of Ambuja Cements Limited

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The details of the shareholding of the Directors and KMP of the Transferee Company in the Companies as on September 30, 2025, are as follows:

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----- Start of picture text -----

Sr. No. Name Designation Equity Shares Equity Shares
Held in Transferor Held in Transferee
Company Company
----- End of picture text -----

1	Mr. Gautam S. Adani	Chairman, Non-Executive,	Nil	Nil
		Non Independent Director
2	Mr. Karan Adani	Non-Executive,Non Independent Director	Nil	Nil
3	Mr. AjayKapur	ManagingDirector	Nil	5,64,900
4	Mr. Vinod Bahety	Wholetime Director & Chief Executive Ofcer	Nil	Nil
5	Mr. Maheswar Sahu	Non-Executive,Independent Director	Nil	2,000
6	Mr. Rajnish Kumar	Non-Executive,Independent Director	Nil	Nil
7	Mr. Ameet Desai	Non-Executive,Independent Director	Nil	Nil
8	Mrs. Purvi Sheth	Non-Executive,Independent Director	Nil	Nil
9	Mr. Praveen Garg	Non-Executive,Independent Director	Nil	Nil
10	Mr. Rakesh Tiwary	Chief Financial Ofcer	Nil	200
11	Mr. Manish Mistry	CompanySecretary	1*	Nil

*As a nominee of Ambuja Cements Limited

The (a) pre-amalgamation shareholding pattern of the Companies as on as on September 30, 2025; (b) the post-amalgamation shareholding pattern upon the Scheme becoming effective and assuming the continuing shareholding pattern as on September 30, 2025; and (c) capital structure of the Transferee Company upon the Scheme becoming effective and assuming the continuing shareholding pattern as on as on September 30, 2025, are as under:

Transferor Company - pre-amalgamation shareholding pattern as on September 30, 2025:

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----- Start of picture text -----

Sr. No. Name Category No. of Shares Demat / Physical % of
Shareholding
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1 Ambuja Cements Limited Promoter 2 Manish Vinodchandra Mistry 3 Anil RamsahayAgrawal 4 Aditya Ranjan 5 Nitesh Maheshwari 6 Yash Maheshbhai Joshi 7 Ronak Vinodbhai Shah	13,37,14,994 Demat 99.94
	1 Demat 0.00
	1 Demat 0.00
	1 Demat 0.00
	1 Demat 0.00
	1 Demat 0.00
	1 Demat 0.00
8 Apeetha Enterprises Private Limited Public	25,000 Demat 0.02
9 Preeti Narayana P. Public	60,000 Physical 0.04
Total -	13,38,00,000 - 100.00

As Nominee of Ambuja Cements Limited.

Transferee Company - pre-amalgamation shareholding pattern as on September 30, 2025:

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----- Start of picture text -----

Category Category of Shareholder Shares held in Shares held in Total Number %
Demat form Physical form of Shares
----- End of picture text -----

(A)	Promoter and Promoter Group
1	Indian	87,00,000	0	87,00,000	0.35
	Sub Total(A) (1)	87,00,000	0	87,00,000	0.35
2	Foreign	1,66,33,81,052	0	1,66,33,81,052	67.33
	Sub Total(A) (2)	1,66,33,81,052	0	1,66,33,81,052	67.33
	Total Shareholding of Promoter and Promoter	1,67,20,81,052	0	1,67,20,81,052	67.68
	Group (A) =(A) (1) +(A) (2)
(B)	Public Shareholding
1	Institutions(Domestic)
(a)	Mutual Funds	19,84,09,310	59,235	19,84,68,545	8.03
(b)	Alternative Investment Funds	1,32,83,687	0	1,32,83,687	0.54
(c)	Banks	55,056	8,760	63,816	0.00

Ambuja Cements Limited

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Category Category of Shareholder Shares held in Shares held in Total Number %
Demat form Physical form of Shares
(d) Insurance Companies 22,28,51,917 8,250 22,28,60,167 9.02
(e) Provident Fund / Pension Fund 4,50,52,229 0 4,50,52,229 1.82
(f ) Sovereign Wealth Fund 51,53,529 0 51,53,529 0.21
(g) NBFCs registered with RBI 24,909 31,082 55,991 0.00
(h) Other Financial Institutions 0 21,000 21,000 0.00
Sub-Total (B) (1) 48,48,30,637 1,28,327 48,49,58,964 19.63
(2) Institution (Foreign)
(a) Foreign Portfolio Investors – Category -I 14,17,95,040 0 14,17,95,040 5.74
(b) Foreign Portfolio Investors – Category -II 41,34,930 0 41,34,930 0.17
(c) Foreign Institutional Investors 0 61,275 61,275 0.00
Sub-Total (B) (2) 14,59,29,970 61,275 14,59,91,245 5.91
(3) Central Government/ State Government(s)/
President of India
(a) Central Government / President of India 83,724 0 83,724 0.00
Sub-Total (B) (3) 83,724 0 83,724 0.00
4 Non-Institutions
(a) Key Managerial Personnel 5,65,100 0 5,65,100 0.02
(b) Investor Education and Protection Fund (IEPF) 51,03,509 0 51,03,509 0.21
(c) Resident Individuals holding nominal share 10,97,65,659 44,79,914 11,42,45,573 4.62
capital up to 2 lakhs<br>(d) Resident Individuals holding nominal share 75,67,299 0 75,67,299 0.31<br>capital in excess of 2 lakhs
(e) Non Resident Indians (NRIs) 99,12,885 19,49,571 1,18,62,456 0.48
(f ) Foreign Nationals 4,059 15,000 19,059 0.00
(g) Bodies Corporate 2,24,93,316 2,42,703 2,27,36,019 0.92
(h) Director or Director’s Relatives 2,000 0 2,000 0.00
(i) Overseas Corporate Bodies 0 9,120 9,120 0.00
(j) Clearing Members 9,07,632 0 9,07,632 0.04
(k) HUF 30,00,543 191 30,00,734 0.12
(l) LLP 13,15,363 0 13,15,363 0.05
(m) Trusts 50,697 0 50,697 0.00
Sub-Total (B) (4) 16,06,88,062 66,96,499 16,73,84,561 6.78
Total Shareholding of Public Shareholding (B) 79,15,32,393 68,86,101 79,84,18,494 32.32
= (B)(1) + (B)(2) + (B)(3) + B(4)
C Custodian/DR Holder
1 Custodian/DR Holder 13,23,932 0 13,23,932 0.00
2 Employee Benefit Trust 0 0 0 0
Total Shareholding of Custodian / DR Holders 13,23,932 0 13,23,932 0.00
(C) = C(1) + C (2)
TOTAL =(A)+(B)+(C) 246,49,37,377 68,86,101 247,18,23,478 100.00
Transferee Company - post-amalgamation shareholding pattern as on September 30, 2025:
Category Category of Shareholder Shares held in Shares held in Total Number %
Demat form Physical form of Shares
(A) Promoter and Promoter Group
1 Indian 87,00,000 0 87,00,000 0.35
Sub Total (A) (1) 87,00,000 0 87,00,000 0.35
2 Foreign 1,66,33,81,052 0 1,66,33,81,052 67.33
Sub Total (A) (2) 1,66,33,81,052 0 1,66,33,81,052 67.33
Total Shareholding of Promoter and Promoter 1,67,20,81,052 0 1,67,20,81,052 67.68
Group (A) = (A) (1) + (A) (2)
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Category Category of Shareholder Shares held in Shares held in Total Number %
Demat form Physical form of Shares
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(B)	Public Shareholding
1	Institutions(Domestic)
(a)	Mutual Funds	19,84,09,310	59,235	19,84,68,545	8.03
(b)	Alternative Investment Funds	1,32,83,687	0	1,32,83,687	0.54
(c)	Banks	55,056	8,760	63,816	0.00
(d)	Insurance Companies	22,28,51,917	8,250	22,28,60,167	9.02
(e)	Provident Fund / Pension Fund	4,50,52,229	0	4,50,52,229	1.82
(f)	Sovereign Wealth Fund	51,53,529	0	51,53,529	0.21
(g)	NBFCs registered with RBI	24,909	31,082	55,991	0.00
(h)	Other Financial Institutions	0	21,000	21,000	0.00
	Sub-Total(B) (1)	48,48,30,637	1,28,327	48,49,58,964	19.63
(2)	Institution(Foreign)
(a)	Foreign Portfolio Investors – Category-I	14,17,95,040	0	14,17,95,040	5.74
(b)	Foreign Portfolio Investors – Category-II	41,34,930	0	41,34,930	0.17
(c)	Foreign Institutional Investors	0	61,275	61,275	0.00
	Sub-Total(B) (2)	14,59,29,970	61,275	14,59,91,245	5.91
(3)	Central Government/ State Government(s)/
	President of India
(a)	Central Government / President of India	83,724	0	83,724	0.00
	Sub-Total(B) (3)	83,724	0	83,724	0.00
4	Non-Institutions
(a)	KeyManagerial Personnel	5,65,100	0	5,65,100	0.02
(b)	Investor Education and Protection Fund(IEPF)	51,03,509	0	51,03,509	0.21
(c)	Resident Individuals holding nominal share	10,97,65,659	44,79,914	11,42,45,573	4.62
	capital upto`2 lakhs
(d)	Resident Individuals holding nominal share	75,67,299	0	75,67,299	0.31
	capital in excess of`2 lakhs
(e)	Non Resident Indians(NRIs)	99,12,885	19,49,571	1,18,62,456	0.48
(f)	Foreign Nationals	4,059	15,000	19,059	0.00
(g)	Bodies Corporate	2,24,93,316	2,42,703	2,27,36,019	0.92
(h)	Director or Director’s Relatives	2,000	0	2,000	0.00
(i)	Overseas Corporate Bodies	0	9,120	9,120	0.00
(j)	ClearingMembers	9,07,632	0	9,07,632	0.04
(k)	HUF	30,00,543	191	30,00,734	0.12
(l)	LLP	13,15,363	0	13,15,363	0.05
(m)	Trusts	50,697	0	50,697	0.00
	Sub-Total(B) (4)	16,06,88,062	66,96,499	16,73,84,561	6.78
	Total Shareholding of Public Shareholding (B)	79,15,32,393	68,86,101	79,84,18,494	32.32
	=(B)(1) +(B)(2) +(B)(3) + B(4)
C	Custodian/DR Holder
1	*Custodian/DR Holder	13,23,932	0	13,23,932	0.00
2	Employee Beneft Trust	0	0	0	0
	*Total Shareholding of Custodian / DR Holders	13,23,932	0	13,23,932	0.00
	(C) = C(1) + C(2)
	TOTAL =(A)+(B)+(C)	246,49,37,377	68,86,101	247,18,23,478	100.00

Note:

There will be no change in the pre-amalgamation and post-amalgamation shareholding of the Transferee Company as cash consideration is to be paid to the shareholders of the Transferor Company (other than the Transferee Company) upon the Scheme becoming effective.

34 Ambuja Cements Limited

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Transferee Company - post capital structure upon the Scheme becoming effective and assuming the continuing capital structure as on September 30, 2025:

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Particulars Amount (in ` )
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Authorised Share Capital^
4101,77,50,000 EquityShares of`2/- each	8203,55,00,000
15,00,00,000preference shares of`10/- each	150,00,00,000
Total	8353,55,00,000
Issued Share Capital^
247,21,49,998* equityshares of`2/- each fully paid up	494,42,99,996
Total	494,42,99,996
Subscribed and Paid-Up Share Capital^
247,18,23,478 * equityshares of`2/- each fully paid up#	494,36,46,956
Total	494,36,46,956

^ The authorised, issued, subscribed and paid-up share capital as stated above is after giving effect to the sanction of Scheme of Amalgamation of Adani Cementation Limited with Ambuja Cements Limited, which has been made effective from August 1, 2025.
The issued and paid-up share capital includes 13,23,932 equity shares represented by 13,23,932 global depository receipts as on August 31, 2025.
The difference of 3,26,520 equity shares between issued, subscribed and paid-up capital is on account of past issuance of right shares which are kept in abeyance.
In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.
The following documents will be available for inspection by the equity shareholders of the Transferee Company through electronic mode during the proceedings of the Meeting, basis email request being sent on investors.relation@adani. com. Further, the following documents will also be open for inspection by the equity shareholders of the Transferee Company at its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India, between 10.30 a.m. and 12.30 pm on all working days from the date hereof up to one day prior to the date of the Meeting:
(i) Copy of the order passed by NCLT in C.A. (CAA)/57 (AHM) 2025, dated October 31, 2025, read with order dated November 19, 2025, inter alia , directing the Transferee Company to convene the meeting of its equity shareholders;
(ii) Copy of C.A. (CAA)/57 (AHM) 2025 (with annexures) jointly filed by the Companies before NCLT along with the copy of the Speaking to Minutes Application;
(iii) Copy of the Scheme;
(iv) Copy of the Memorandum and Articles of Association of the Companies;
(v) Copy of the annual report of the Companies, for the financial year ended March 31, 2025;
(vi) Copy of the unaudited financial results of the Companies for the quarter ended September 30, 2025;
(vii) Copy of the Register of Directors’ shareholding in the respective Companies;
(viii) Copy of the valuation report dated December 17, 2024, issued by BDO Valuation Advisory LLP, Registered Valuer (IBBI Registration No. IBBI/RV-E/02/2019/103) to the Board of Directors of the Transferor Company (Valuation Report 1);
(ix) Copy of the fairness opinion dated December 17, 2024, issued by Vivro Financial Services Private Limited, a SEBI registered Merchant Banker, to the Board of Directors of the Transferor Company (Fairness Opinion 1);
(x) Copy of the Addendum to Valuation Report 1, dated March 3, 2025, issued by BDO Valuation Advisory LLP, Registered Valuer, in respect of Valuation Report 1 (Addendum to Valuation Report 1);
(xi) Copy of the Addendum to Fairness Opinion 1, dated March 3, 2025, issued by Vivro Financial Services Private Limited, a SEBI registered Merchant Banker, in respect of Addendum to Valuation Report 1 (Addendum to Fairness Opinion 1);
(xii) Copy of the valuation report dated December 17, 2024, submitted by GT Valuation Advisors Private Limited, Registered Valuer (IBBI Registration No. IBBI/ RV-E/05/2020/134) to the Board of Directors of the Transferee Company (Valuation Report 2);
(xiii) Copy of the fairness opinion dated December 17, 2024, issued by IDBI Capital Markets & Securities Limited, a SEBI registered Merchant Banker, to the Board of Directors of the Transferee Company (Fairness Opinion 2);
(xiv) Copy of the Addendum to Valuation Report 2, dated March 3, 2025, issued by GT Valuation Advisors Private Limited, Registered Valuer, in respect of Valuation Report 2 (Addendum to Valuation Report 2);

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(xv) Copy of the Addendum to Fairness Opinion 2, dated March 3, 2025, issued by IDBI Capital Markets & Securities Limited, a SEBI registered Merchant Banker, in respect of Addendum to Valuation Report 2 (Addendum to Fairness Opinion 2);
(xvi) Copy of the Summary of the Valuation Report 1 and Valuation Report 2, including the basis of such Valuation Report 1 and Valuation Report 2 and the Fairness Opinion 1 and Fairness Opinion 2;
(xvii) Copy of the report of the Audit Committee of the Transferor Company dated December 17, 2024;
(xviii) Copy of the resolution passed by the Board of Directors of the Transferor Company dated December 17, 2024;
(xix) Copy of the resolution passed by the Mergers and Acquisitions Committee of the Transferee Company dated December 17, 2024;
(xx) Copy of the report of the Audit Committee of the Transferee Company dated December 17, 2024;
(xxi) Copy of the report of the Committee of Independent Directors of the Transferee Company dated December 17, 2024;
(xxii) Copy of the resolution passed by the Board of Directors of the Transferee Company dated December 17, 2024;
(xxiii) Copies of the No Complaint Report dated April 8, 2025, submitted by the Transferee Company to NSE and the No Complaint Report dated March 7, 2025, submitted by the Transferee Company to BSE;
(xxiv) Copy of no-objection/no adverse observation letters issued by NSE and BSE, dated April 30, 2025, and April 29, 2025, respectively, to the Transferee Company;
(xxv) Details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Ambuja Cements Limited (Company), its promoters and directors”;
(xxvi) Details in respect of the particulars mentioned/ stipulated in: (i) clause m) of the no-objection letter dated April 30, 2025, received from NSE; and (ii) clause M. of the no adverse observation letter dated April 29, 2025, received from BSE;
(xxvii) Copy of the Statutory Auditors’ certificate dated December 17, 2024, issued by T Mohan & Associates, Statutory Auditors of the Transferor Company under Section 133 of the Act;
(xxviii) Copy of the Statutory Auditors’ certificate dated December 17, 2024, issued by S R B C & Co LLP, Statutory Auditors of the Transferee Company under Section 133 of the Act;
(xxix) Copy of the report dated December 17, 2024, adopted by the Board of Directors of the Transferor Company pursuant to the provisions of Section 232(2)(c) of the Act;

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(xxx) Copy of the report dated December 17, 2024, adopted by the Board of Directors of the Transferee Company pursuant to the provisions of Section 232(2)(c) of the Act;
(xxxi) Copies of Form Nos. GNL-1 filed by the respective Companies with the concerned Registrar of Companies, along with the challans, dated November 12, 2025, November 22, 2025 and November 24, 2025, respectively;
(xxxii) Copy of the certificate, dated November 20, 2025, issued by Hemangi & Associates, Chartered Accountants, certifying the outstanding amount to the unsecured creditors of the Transferor Company as on September 30, 2025;
(xxxiii) Copy of the certificate, dated November 20, 2025, issued by Hemangi & Associates, Chartered Accountants, certifying the outstanding amount to the unsecured creditors of the Transferee Company as on September 30, 2025; and
(xxxiv) Copy of the applicable information of the Transferor Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The equity shareholders shall be entitled to obtain the extracts from or for making or obtaining the copies of the documents listed in item numbers (i), (iii), (v), (vi), (viii), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xxiii), (xxiv), (xxv), (xxvi), (xxix), (xxx) and (xxxiv) above.

This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules. Hard copies of the Particulars as defined in this Notice can be obtained free of charge within 1 (one) working day on a requisition being so made for the same by the equity shareholders of the Transferee Company at the registered office of the Transferee Company or at the office of its advocates, M/s. Singhi & Co., Singhi House, 1, Magnet Corporate Park, Off Sola Bridge, S. G. Highway, Ahmedabad – 380 059, Gujarat, India.
After the Scheme is approved by the equity shareholders of the Transferee Company, it will be subject to the approval/ sanction by NCLT or any other statutory or regulatory authorities as may be applicable.

Dated this November 25, 2025

Justice (Retd.) Kalpesh Jhaveri Chairman appointed for the Meeting

Registered office: Adani Corporate House,

Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India.

36 Ambuja Cements Limited

Annexure 1

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Annexure 2

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Annexure 3

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Annexure 4

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Ref. No.: MG/Mar32/2025 To,

Tel: +91 22 6974 0300 www.bdo.in

HO The Ruby, Level 9, North West Wing Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

March 03, 2025

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The Board of Directors

Penna Cement Industries Limited

8 - 3 - 975, Plot No. 128, Srinagar Colony, Khairatabad, Telangana, India - 500 073

Dear Sir(s)/ Madam(s),

Sub: Addendum to Report dated December 17, 2024 bearing reference number MG/Dec17-234/2024 and Valuation Annexure dated December 17, 2024 bearing reference number MG/Dec17-234A/2024 issued to Recommend the Fair Value of PCIL for the Proposed Scheme of Arrangement

We, BDO Valuation Advisory LLP (“BDO Val” or “We” or “Us”) , were appointed by Penna Cement Industries Limited (“ PCIL ” or “ Transferor Company ” or “ the Client ”) vide letter dated November 27, 2024 to recommend the fair value of PCIL to be paid to the equity shareholders of PCIL with respect to the amalgamation of PCIL with and into Ambuja Cements Limited (“ACL” or “Transferee Company”) on a going concern basis, as per the Proposed Scheme of Arrangement between PCIL and ACL and their respective shareholders in accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013 (“the Act”) and or any statutory modifications, reenactment or amendments thereof for the time being in force read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“the Rules”) , as amended from time to time and all other applicable provisions, if any, of the Act and any other applicable law for the time being in force including the applicable provisions of SEBI Guidelines and the rules. (“the Proposed Scheme”) .

In this regard, we had issued valuation report dated December 17, 2024 bearing reference number MG/Dec17234/2024 with VRN: IOVRVF/BDO/2024-2025/4416 ( “Valuation Report” ) and annexure to valuation report dated December 17, 2024 bearing reference number MG/Dec17-234A/2024 ( “Valuation Annexure” ), recommending the fair value of PCIL for the Proposed Scheme.

As per the information provided to us for preparing the Valuation Report, we had considered the then available Audited financial statements of PCIL for the period 1[st] April 2024 to 15[th] August 2024 and limited review financial statements of PCIL for the period 16[th] August 2024 to 30[th] September 2024 for determining the fair value of PCIL. We understand that the audited financial statements were approved subsequent to our Valuation Report date. We have been requested to issue this addendum considering the audited financial statements of PCIL.

We have reviewed the audited financial statements of PCIL for the period ended September 30, 2024 provided to us. After considering the audited financial statements of PCIL for the period ended September 30, 2024, the fair value per share of PCIL is same as stated in the Valuation Report i.e. INR 315.2 per share.

This addendum shall be read in conjunction to the Valuation Report and Valuation Annexure. All other terms & conditions and other contents mentioned in the Valuation Report shall remain unchanged and would apply to this addendum to the Valuation Report as well.

Regards,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103 ________ Name: Mandar Vikas Gadkari Designation: Partner IBBI Regn No.: IBBI/RV/06/2018/10500

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, with LLP Identity No. AAN 9463, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Head Office: The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

Annexure 5

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Vivro Financial Services Private Limited

Regd. Office :

Vivro House, 11, Shashi Colony, Opp. Suvidha Shopping Center, Paldi, Ahmedabad, Gujarat, India - 380 007 Tel. : + 91 ( 79 ) 4040 4242 www.vivro.net

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Page 1 of 2

CIN - U67120GJ1996PTC029182, Merchant Banker Sebi. Reg. No. INM000010122, AIBI Reg. No. AIBI/086

Ambuja Cements Limited

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Roshan Digitally signed by Roshan Nilesh Nilesh Vaishnav Date: 2025.03.03 Vaishnav 18:53:38 +05'30'

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Page 2 of 2

Annexure 6

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Ambuja Cements Limited

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Annexure 7

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Annexure 8

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Strictly Private and Confidential

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GT Valuation Advisors Private Limited

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To,

The Board of Directors

Ambuja Cements Limited

Adani Corporate House, Shantigram, Near Vaishnav Devi Circle, S.G. Highway, Khodiyar, Ahmedabad, Gujarat 382421

16th Floor, Tower III One International Centre, S B Marg Prabhadevi (W) Mumbai – 400013 Maharashtra, India

T +91 22 6626 2600

Date: 03 March 2025

Sub: Addendum to Report dated 17 December 2024 on valuation of equity shares of Penna Cement Industries Limited

Dear Sir / Madam,

We refer to our Engagement Letter dated 09 December 2024 whereby the Management of Ambuja Cements Limited (“Ambuja” or the “Client”) (referred to as the “Management”), have requested GT Valuation Advisors Private Limited (“GTVAPL” or the “Firm”) to undertake valuation of equity shares of Penna Cement Industries Limited (“PCIL”) for proposed amalgamation of PCIL with and into Ambuja and consequent dissolution of PCIL without being wound up & payment to the equity shareholders as cash consideration (“Proposed Transaction”) pursuant to a Scheme of Arrangement as per the provisions of Sections 230 to 232 and other applicable clauses of the Companies Act, 2013 (“Scheme of Arrangement”).

In this regard, we have issued a report as of 17 December 2024 (the “Report”) estimating the fair value of equity shares of PCIL for the Scheme of Arrangement prepared based on the Audited Financial Statements of PCIL for the period 1 April 2024 to 15 August 2024 and Limited Review Financial Statements of PCIL for the period 16 August to 30 September 2024. We understand that the Audited Financial Statements of PCIL for the period 1 April 2024 to 30 September 2024 have become available subsequent to our Report date.

Without prejudice to the foregoing, we have tested our valuation workings based on the audited financial statements of PCIL for the period ended 30 September 2024 and note that there is no change in the value of equity shares of PCIL as stated in the Report.

Please note that this document should be read in conjunction with the Report, the terms, conditions, and caveats mentioned therein as well as our Engagement Letter.

Respectfully submitted,

For GT Valuation Advisors Private Limited

Registered Valuer Entity – Securities and Financial Assets IBBI Registration Number: IBBI/RV-E/05/2020/134

eSigned using Aadhaar (Leegality.com - 01JNDZVAMP91AE4NFM7HB47WNP) Darshana Kadakia

Date: Mon Mar 03 18:03:30 IST 2025

Darshana Kadakia

Director

Member firm of Grant Thornton International Ltd. Registered Office: L-60, Second floor, Connaught Circus, Outer Circle, New Delhi - 110001 CIN: U74999DL2021PTC381143 Offices in Bengaluru, Mumbai, New Delhi

www.grantthornton.in

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Annexure 9

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Ambuja Cements Limited

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Annexure 10

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Annexure 11

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Annexure 12

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Annexure 13

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Annexure 14

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DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN, IF ANY, AGAINST THE COMPANY, ITS PROMOTERS AND DIRECTORS

A number of litigations are filed against Ambuja Cements Limited (“Company”) and/or its directors, in the normal course of business, and are pending before various forums, which mainly arise in connection/with respect to penalty by Competition Commission of India, demands related to mining levies, land disputes, labour disputes, disputes with vendors, challenge pertaining to State levies. The Company has also filed litigations for recovery of its dues, challenging various levies, demand actions initiated against the Company, challenging the provisions of the Act/Rules/notifications, before various courts and forums.

In line with accounting standards, a provision is created where an unfavorable outcome is deemed probable and in respect of which a reliable estimate can be made. As at June 30, 2025, the Company had a total provision of Rs.2,079 Crore, where an unfavorable outcome was deemed probable and in respect of which a reliable estimate could be made. For cases where an unfavorable outcome is deemed to be reasonably possible but not probable, the amount of claims is included in contingent liabilities. As at June 30, 2025, such claims amounted to a total of Rs.2,991 Crore. For cases where the possibility of an unfavorable outcome is deemed remote, the Company has not made a provision and has not included the claims for such cases in contingent liabilities. Apart from above, other cases are there, which are filed by the Company or against the Company which relates to majorly land disputes, injunction suits, cheque bouncing cases, criminal cases, labour issues, challenging of vires of enactments, environment matters, etc.

The following annexures are enclosed:

(i) Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Ambuja Cements Limited (“the Company”) as per Annexure A.
(ii) Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against directors of the Company as per Annexure B .
(iii) Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against promoters of the Company as per Annexure C .

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Annexure A

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Ambuja Cements Limited as at June 30, 2025

(a) Tax related matters:

Direct Taxes related matters

The Company’s contingent tax liability was assessed at an aggregate of Rs.26.79 Crore, mainly pertaining to income tax demands by the Government of India’s tax authorities for past years. The Company has appealed against each of these tax demands. Based on consultation with counsel and favorable decisions in the Company’s own cases and other similar cases as set out below, the Company believes that the tax authorities are not likely to be able to substantiate their tax assessments and, accordingly, the Company has not provided for these tax demands at June 30, 2025. Disputed tax issues that are classified as remote are not disclosed as contingent liabilities by the Company.

Of the contingent tax liability of Rs. 26.79 Crore:

Rs. 26.79 Crore related to appeals filed by the Company or the tax authorities with respect to assessments mainly pertaining to income tax, where the Company is relying on favorable precedent decisions of the appellate authorities and opinions from counsel. The key disputed liabilities were:
Rs. 11.97 Crore related to whether CSR contribution is eligible for deduction u/s 80G of the Income Tax Act. This ground is allowed by CIT(A) and Revenue is in appeal before ITAT. In this regard, the Company believes to win this ground at ITAT level as well.
Rs. 3.19 Crore related to the tax and interest demand pertaining to change in head of income from Capital Gain to Business Income. (The Company had earned a profit of Rs. 12.37 Crore from sale of land at Andhra Pradesh. After indexation benefit, the Company had offered Rs. 5.52 Crore as Long Term Capital Gain in the Return of Income. The Assessing Officer has considered the entire profit as Business Income and added back the differential amount of Rs. 6.85 Crore to the total income.
Rs. 11.63 Crore related to miscellaneous grounds where the Company has either favourable orders in its own case, or the chance of winning is certain.

Indirect Taxes related matters

The Company’s contingent tax liability was assessed at an aggregate of Rs.396 Crore, mainly pertaining to indirect tax demands by the Government of India’s tax authorities for past years. The Company has appealed against each of these tax demands. Based on consultation with counsel and favourable decisions in the Company’s own cases and other similar cases as set out below, the Company believes

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that the tax authorities are not likely to be able to substantiate their tax assessments and accordingly, the Company has not provided for these tax demands at June 30, 2025. Disputed tax issues that are classified as remote are not disclosed as contingent liabilities by the Company.

Of the contingent tax liability of Rs. 396 Crore, the key disputed liabilities were:

Rs.248 Crore related to the differential amount of Sales Tax benefit under Rajasthan State incentive Scheme.
Rs.42 Crore related to differential custom duties on account of classification of imported coal.
Rs.38 Crore related to Entry Tax issue on stock transfer of cement & other goods like limestone in multiple states.
Rs.21 Crore involves miscellaneous cases under various materials under different State VAT laws.
Rs.47 Crore involves miscellaneous cases under Central Excise and Goods & Service Tax laws.

(b) Customs related matters

The Company in 2018 imported 4, wheel loaders for loading limestone in mines, in dump trucks from China and filed Bill of Entry (B/E) dated 03.11.2018 classifying the goods under CTH 84295100 and paid applicable Customs Duty. Thereafter, the Company imported 2 similar wheel loaders from Japan in 2019 and filed B/E dated 13.05.2019 classifying under CTH 84295900 and availed concessional rate of customs duty under Notification No. 69/2011-Cus dated 29.07.2011.

SCN dated 05.01.2024 was issued by Commissioner of Customs (Import-I), Ballard Estate, Mumbai alleging mis-declaration to avail concessional duty benefit and accordingly proposed to recover differential duty of Rs.54.61 lakhs along with interest and penalty. Commissioner, vide Order dated 30.08.2024, without considering the matter stand covered in favour of the Company, confirmed the demand with interest and imposed fine & penalties. The Company has filed appeal before CESTAT, Mumbai. The matter is currently pending.

(c) Demands from Government Authorities

(i) In 2012, the Competition Commission of India (CCI) had imposed a penalty of Rs. 1,163.91 crore on the Company concerning alleged contravention of the provisions of the Competition Act, 2002. On Company’s appeal, Competition Appellate Tribunal (COMPAT), initially stayed the penalty and by its final order dated December 11, 2015, set aside the order of the CCI, remanding the matter back to the CCl for fresh adjudication and for passing a fresh order.

After hearing the matter afresh, the CCI had again, by its order dated September 30, 2016, imposed a penalty of Rs.1,163.91 crore on the Company. The Company

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filed an appeal against the said Order before the COMPAT. The COMPAT, vide its interim order dated November 21, 2016 has stayed the penalty with a condition to deposit 10% of the penalty amount, in the form of fixed deposit (the said condition has been complied with) and levy of interest of 12% p.a., in case the appeal is decided against the appellant. Meanwhile, pursuant to the notification issued by Central Government on May 26, 2017, any appeal, application or proceeding before COMPAT is transferred to National Company Law Appellate Tribunal (NCLAT).

NCLAT, vide its Order dated July 25, 2018, dismissed the Company's appeal and upheld the CCI's order. Against this, the Company appealed to the Hon'ble Supreme Court, which by its order dated October 05, 2018, admitted the appeal and directed to continue the interim order passed by the Tribunal. Company’s appeal is pending.

(ii) In a separate matter, pursuant to a reference filed by the Director, Supplies and Disposals, Government of Haryana, the CCI by its Order dated January 19, 2017 had imposed a penalty of Rs. 29.84 crore on the Company. On Company's appeal, the COMPAT (later transferred to NCLAT) has stayed the operation of CCI's order. The matter is listed before NCLAT and is pending for hearing.
(iii) Director General (Investigation and Registration) filed an application u/s. 10(a)(iii) and Section 37 of MRTP Act (restrictive trade practices) against Cement Manufacturers Association (CMA) and 44 Cement Manufacturers alleging (i) fixing the prices in arbitrary and unjustified manner; (ii) price hike of about 30% from February 1990 to August 1990; (iii) violation of Section 2(o)(ii) & 33(1)(d) of MRTP Act. MRTP Commission passed a “Cease & Desist” Order dated 20.12.2007 in the above matter against CMA and 42 Companies. An Appeal has been filed before the Hon. Supreme Court with a prayer for stay of the said Order of MRTP Commission.
(iv) The Collector of Stamps, Delhi vide its order dated August 07, 2014, directed erstwhile Holcim (India) Private Limited (HIPL) (merged with the Company) to pay stamp duty (including penalty) of Rs.287.88 crore (March 31, 2023 – Rs.287.88 crore) on the merger order passed by Hon'ble High Court of Delhi. HIPL had filed a writ petition, and the Hon'ble High Court of Delhi disposed the matter in favour of the Company vide judgement dated 06.11.2024. Collector of Stamps has filed a Letters Patent Appeal against the judgement dated 06.11.2024 before Hon’ble Delhi High Court.
(v) The State of Gujarat issued circular by which gas used for the purpose of fuel was included within the meaning of the terms consumables stores under section 15B of the Gujarat Sales tax Act, 1969 and was admissible as set off. The State further issued another circular dated 02.09.2005 by which the circular dated 19.02.2001 was declared void ab initio and stated natural gas to not to be considered as consumable goods w.e.f. 19.02.2001 and subsequently the State disallowed the set off of the light diesel oil as claimed in returns filed for the assessment year 2001-02 onwards. The writ petition filed by various companies challenging the circular dated 02.09.2005 and same was allowed by the High Court of Gujarat vide order dated 28.06.2007. Being aggrieved to

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the said order of the High Court, the State of Gujarat filed a SLP before Supreme Court of India which is pending.

(vi) Scheme of Amalgamation of Holcim (India) Private Limited with the Company , which was sanctioned by the High Court of Gujarat on 18.03.2014 with an appointed date of 01.04.2013. The Company paid Rs. 10.00 Crore as stamp duty based on the rate applicable on the appointed date. However, an amendment on 15.05.2013 increased the maximum stamp duty to Rs. 25.00 Crore. The Collector of Stamp issued a show cause notice to the Company for not paying the revised duty within the stipulated time. Despite Company’s representation, the Collector directed the Company to pay the deficit stamp duty and a penalty. The Company filed a Stamp Reference before the High Court, arguing that the appointed date should determine the stamp duty. Gujarat High Court vide order dated 10.02.2023 ruled in favor of the Company, stating that the levy of stamp duty should be based on the appointed date and not the date of the High Court's sanction. The Collector had no authority to impound the instrument or levy a penalty. Aggrieved by the judgement of the High Court, Chief Controlling Revenue Authority has preferred a SLP before Hon’ble Supreme Court and the same is pending for adjudication.
(vii) An Appeal has been filed by the State of Gujarat before the Hon. Supreme Court, against the judgement passed by the High Court of Gujarat at Ahmedabad. w.r.t. whether levy of stamp duty on the “bill of entry” submitted by the importer, can be said as a delivery orders in respect of goods (i.e. an instrument entitling any person to the delivery of goods). Hon’ble High Court of Gujarat allowed the Appeal.
(viii) An amalgamation between Gujarat Ambuja Cements Limited (GACL) & Indo Nippon Special Cement Limited (INSCL) occurred by virtue of Hon'ble Gujarat High Court order dated 09.01.2007 under section 394 of the Companies Act, 1956 and with this all the movable and immovable property of the INSCL got vested with GACL. With effect to it, GACL filed application for the valuation of the Stamp and by virtue of it, the Ld. District Collector Stamps valued the property in total of Rs. 1,21,000/- vide order dated 26.04.2010. Being aggrieved with the said order the State of Rajasthan through Sub-Registrar filed a revision petition giving effect on various grounds like omission on acting on payable stamp duty on immovable properties, ignoring the applicability of conveyance which the Company has deliberately avoided to secure the interest towards nonpayment of stamp duty on conveyance etc. and same got dismissed on 28.06.2017 by Rajasthan Tax Board. Being aggrieved with such dismissal of the revision petition, the State has now approached the Hon'ble High Court of Rajasthan on the grounds that Tax Board has erroneously ignored the action on stamp duty payable on immovable property/conveyance and favoured the amalgamation of GACL & INSCL by way of calculating stamp duty payable on cancelled equity shares.
(ix) The Company has challenged the invocation of Bank Guarantee (BG) by the Ministry of Coal, vide its order dated 04.08.2015, by way of writ petition before the Hon’ble Delhi High Court. The Ministry of Coal has issued show cause notice for invocation of BG on the ground of non-compliance of the efficiency

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parameters with regard to the operations of Dahegaon Coal Block, which was allotted to Joint Venture formed by the Company along with others. The total BG invoked was Rs.3.69 Crore (approx.), out of which the Company’s part is Rs.69 lakhs. The block was canceled pursuant to the Hon’ble Supreme Court judgement in M L Sharma matter. The writ petition is pending.

(x) Demand of recovery of alleged amount of Rs.449 Crore (including interest) by filing of nine suits in the year 2002 against GACL has been raised by Sardar Sarovar Narmada Nigam Limited (SSNNL) collected by Gujarat Ambuja Cements Limited (“GACL”, now Ambuja Cements Limited) for supplying cement to SSNNL pursuant to various tenders (1989 to 1995). The Rajpipla Civil Court heard the matters, and GACL made an application on the ground of limitation, which was rejected by the Court. GACL has preferred Civil Revision Application before the High Court of Gujarat. In the said Revision Application, High Court has granted stay vide order 28.04.2015 on the proceedings of lower Court. The revision application is pending.

(d) Demand from Mining Authorities

(i) Demand for differential royalty on Marl Mineral: The State Government of Gujarat has increased the rate of royalty on Marl mineral and demanded arrears of royalty as per new rate from the year 2003. Against the said demand, Gujarat Ambuja Cements Limited (“GACL”, now Ambuja Cements Limited) filed a Special Civil Application. Aggrieved by the said order, GACL preferred Letter Patent Appeal challenging the order passed in the present Special Civil Application which was disposed. The petition is pending.
(ii) Illegal mining demand in Jaitaran, Rajasthan: Mining Engineer, Sojat issued show cause notice dated 12[th] March 2013 against the Company wherein it is stated that the Company had done unauthorized mining outside of demarcated boundary and extracted 16,18,191 tons of minerals and dispatched illegally. Director General of Mines has demanded the Company to pay a sum of Rs.38.85 Crore as penalty towards the cost of alleged illegal mining. The Company has challenged the said demand before Additional District Judge, Jaitaran and the same is pending.
(iii) The Company has challenged the show cause / demand notice issued by Mining Department, Rajasthan under the Mineral Concession Rules, for payment of interest on delayed payment of royalty by the Company, for the period 1997 to 2013, by filing a writ petition before the Hon’ble High Court of Rajasthan, Jodhpur Bench. The total interest amount is Rs.1.66 Crore. The interim stay is there in Company’s favour and the petition is pending.
(iv) State of Chhatisgarh issued demand for unauthorized use of water accumulated in mining pits by consuming the same for its Cement plant and Captive Power Plant (CPP) by the Company. A demand of Rs.1,18,50,239 was raised by Water Resources Construction Division, Kasdol. The Company has challenged the demand before Hon’ble High Court and interim stay was granted against the impugned demand notice. The petition filed by Ambuja Cements Limited in Chhattisgarh High Court against the alleged demands is pending.

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(e) Energy Development Cess

(i) The provision of Chhattisgarh Upkar (Sansodhan) Adhiniyam, 2004 has been challenged by the Company by which State of Chhattisgarh levied Energy Development Cess on producer of the electricity @ 10 paisa per unit on the electrical energy sold or supplied to a consumer or consumed by himself or his employees by his captive power unit. The Chhattisgarh High Court has decided the matter in favour of the Company and presently matter is sub-judice before Hon’ble Supreme Court on the SLP filed by the State of Chhattisgarh.

(f) Matters relating to Employees Provident Fund

(i) Rajasthan: Regional Provident Fund Commissioner passed an order directing the Company to pay Rs.25.01 Crore towards dues with respect to provident fund contributions under the EPF & MP Act. The Company has filed a writ petition challenging the final order before the Rajasthan High Court at Jodhpur. Interim stay is there in favour of the Company and the matter is pending for adjudication.
(ii) Himachal Pradesh: The Company has challenged the award passed by the Regional Provident Fund Commissioner (RPFC), Shimla wherein RPFC has held that the Company and transport society were jointly and severally liable to deposit Rs.8.23 Crore for the period 2007 to 2010, on the ground transport workers engaged in transportation activity of the Company are contract employees w.r.t EPF Act. An Appeal filed against the order of RPFC, Shimla before the Central Government Industrial Tribunal (CGIT), Chandigarh.

In separate proceedings for the period 1995 to 2007, RPFC vide its order assessed PF contribution of Rs.29 Crore in respect of Transport Worker payable by the Company. A Writ Petition was filed by the Company before the Punjab & Haryana High Court challenging the order of RPFC, Chandigarh, however, the High Court dismissed this petition on the surmise of alternate remedy being available and directed us to approach the CGIT.

Now both the matters are pending before CGIT, Chandigarh.

(iii) Punjab: The Company’s Ropar Unit had received a notice for non-compliance of PF contribution towards workers of Transporters wherein RPFC held that Company is the principal employer for transporter’s engaged as contract workmen with the Company and directed the Company to make a contribution as per provision of the EPF Act. Aggrieved by the RPFC’s Order, the Company filed a Writ Petition before the Punjab and Haryana High Court for setting aside the said Order. The writ petition is pending before the Hon’ble High Court.

(g) Matters pertaining to Electricity Regulations

(i) Paschim Gujarat Vish Company Limited (PGVCL): Gujarat Urja Vikas Nigam Limited (GUVNL) issued a letter to Gujarat Ambuja Cements Limited (“GACL”, now Ambuja Cements Limited), whereby power bill was revised retrospectively. Aggrieved by this, the Company has filed a Petition before the Gujarat

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Electricity Regulatory Commission (GERC) at Ahmedabad. GERC decided the said matter in favour of the Company. After more than three years, the GUVNL has filed a case praying to set aside the order of GERC and confirm the bill raised by GUVNL.

(ii) Rajasthan Electricity Regulatory Commission: An Appeal has been filed by the Company under Electricity Act, 2003, against the order passed by Rajasthan Electricity Regulatory Commission ("RERC"), Jaipur in Petition wherein increase in cross subsidy surcharge from Rs.0.18 to Rs.1.48 per unit was allowed.
(iii) The Company has filed a writ petition before the Hon’ble High Court of Rajasthan at Jodhpur (Bench) challenging the retrospective recovery of power factor surcharge on electricity by the Rajasthan Electricity Regulatory Commissioner, for Company’s plant at Rajasthan. The matter is pending.

(h) Matters related to Employee State Insurance Corporation (ESIC)

Demand for contribution under the Employee State Insurance Act was raised by the department for a period wherein the Company did not have exemption for contribution under the Employees State Insurance Act, for its Unit at Rajasthan. A total demand of Rs.1.91 crore is raised and the same is challenged via three petitions before Employee State Insurance Court, Jaipur. The Company has challenged the computation of demand as the Company provided better facilities to the workmen even otherwise mentioned in the Act and also demand raised during the exemption period and has also deposited a sum of Rs.1.46 crores before the Employee State Insurance Court.

(i) Civil Recoveries & Arbitration

There are a total of 68 cases pending before Supreme Court, High Courts, Civil Courts and Arbitration Tribunals wherein a total stake of INR 119.61 crores out of which there is a provision of INR 17.13 crores, contingent liability of INR 68.69 crores and remote of INR 33.79 crores. The matters include suit for damages, civil disputes with railway authorities, civil recoveries by private parties and claims made by distributors and other civil cases. This also includes recoveries pertaining to short-lifting of fly ash under the agreements.

(j) Consumer Disputes

There are 28 cases before the Consumer Disputes Redressal Commission against the Company involving a stake of approximately Rs.3.16 Crore. The cases allege that Company has supplied bad quality of cement to the consumers and these matters are pending before various District Consumer Disputes Redressal Commissions, State Consumer Disputes Redressal Commissions and National Consumer Disputes Redressal Commission. Contingent liability of possible cases is Rs.0.75 Crore and the cases falling where remote possibility involves a stake of Rs.2.41 Crore.

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(k) Other disputes

(i) Land related matters: There are total of 157 land related matters pending before the Hon. Supreme Court, High Courts, Civil Courts and Adjudicating Authorities involving disputes of enhancement of land compensation under the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 and old Act, rehabilitation and resettlement issues, raised by the land losers.
(ii) Matters related to labour disputes: There are 144 labour cases pending before various labour courts, industrial tribunals, civil courts, High Courts across the country involving disputes of permanent employment, termination from service, reinstatement with back wages, contractual workmen issues, regularization and other industrial disputes.
(iii) Disputes involving temporary, mandatory and prohibitory Injunctions: There are total of 66 cases by and against the Company pending before various civil courts across the country which involves seeking of injunction by the Company against dharnas, strikes, demonstrations in and around the land and factory of the Company, encroachment on Company’s land, specific performance for execution of sale deeds and injunction by third parties and declaration suits.
(iv) Cheque bouncing matter: There are 28 cases of cheque bouncing filed by the Company under Section 138 Negotiable Instruments Act 1881 against various dealers/customers which are pending before various civil courts and High Courts across the country.
(v) There are 51 more cases filed by / against the Company, pending before various forums / courts, pertaining to Environment, IPR, Motor Accident Claims, Transport Societies related issues in Himachal Pradesh, challenging validity of provisions introduced via amendments / notifications in the enactments, etc.
(vi) There are cases filed by company for recovery of dues from the vendors/ third parties.

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Annexure B

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against directors of the Company as at June 30, 2025

i) Ongoing criminal matters against directors of the Company

Additional Chief Metropolitan Magistrate, Mumbai - Criminal Case No. 7761/SS/2019 and Criminal Case No. 7763/SS/2019

Two Criminal complaints were filed by Government Labour Officer against the Company and Mr. Ajay Kapur, Director under Maharashtra Minimum Wages Act and Maharashtra Minimum HR Act, w.r.t non-maintenance of muster register, under Minimum Wages, and non-payment of 5% Minimum House Rent at Elegant Business Park, Ambuja Cement - Corporate Office. The matter is pending.

Criminal Case before Chief Judicial Magistrate, Patna

A criminal complaint was filed against Mr. Ajay Kapoor (MD) before Chief Judicial Magistrate, Patna against CEO and other officials of the Company by M/s. Comfort Enterprises, Ex-CFA agent alleging illegal termination of agency, non-reconciliation of accounts and non-payment of Rs.98.31 lacs dues with the intention of cheating him. The Investigation has been concluded and police has filed closure report in the matter.

Criminal Case before Bombay High Court

A criminal complaint U/s 406, 420, 12(B) of IPC was filed by SFIO against Adani Enterprise Limited (AEL), its Promoters and other persons for violation of SEBI norms etc. alleging manipulation in share price. Metropolitan Court, Mumbai discharged AEL and Mr. Gautam Adani (GSA) & others. SFIO challenged the said order and filed Cri. Revision Applications before Sessions Court. Sessions court set aside the order of Metro court. AEL and its promoters challenged the order before Bombay High Court. Bombay High Court stayed the order of session’s court. The matter is currently pending. This matter does not relate to the Company, however since Mr Gautam S. Adani, a promoter of AEL, is also a director of the Company, we are making this disclosure.

Labour Court, Balodabazar, CC No. 76 of 2024

Deputy Director Industrial Health and Safety, Bhatapara has filed a complaint under Section 105 of Factories Act, 1942 against Mr, Ajay Kapur being the Occupier and CEO and against Mr. Kaushal Kumar Mishra being the Factory Manger for violation of Section 41 C of Factories Act, 1942 and Rule 131A of Chhattisgarh Factories Rules, 1962. The matter is pending.

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Litigation before Gujarat High Court

Karnavati Aviation Private Limited (KAPL) imported an Aircraft - Hawker for providing non-scheduled Air Transport (Passenger) Services & non-scheduled Air Transport (Charter) services and cleared at Nil rate of duty under Notification No. 21/2002-Cus dated 1.3.2002 amended by Notification No.61/2007-Cus dated 3.5.2007. Show Cause Notice (SCN) dated 27.02.2009 was issued alleging that KAPL have not used the aircraft for the aforesaid services and the same was used for private purpose in violation of condition of notification. Commissioner of Customs, Ahmedabad vide order dated 25.11.2009 confirmed the duty demand along with interest and imposed fine and penalty on KAPL, Mr. Gautam S Adani & others. On appeal by KAPL & others, CESTAT, Ahmedabad vide Order dated 28.04.2023 allowed the appeal on the ground that there is no violation of condition of Notification. Department challenged CESTAT Order before Gujarat High Court. This matter does not relate to the Company, however since Mr Gautam S. Adani is also a director of the Company, we are making this disclosure.

Criminal Matters related to ex-directors

Judicial Magistrate Jaitaran Complaint Case No. 367/2013

Labour Enforcement Officer filed a complaint against the Company in which Mr. Onne Van Der Weijde (ex-MD), was made as an accused under section 23 of the Contract Labour (Regulation & Abolition) Act, 1970 before Judicial Magistrate Jaitaran. It was found during inspection of Ras Mines (Dist. Pali) lease area that Contract Labourers were employed in violation of notification No 707 dated 17.03.1993 and 4.7.1996 issued under Section 10(1) of C.L. (R&A) Act, 1970. The matter is pending.

ii) Show Cause notices against the directors, while holding position in other group entities

Securities and Exchange Board of India (SEBI) has issued a Show Cause Notice to Mr. Karan Adani alleging that Mr. Karan Adani (as the then CEO, Adani Ports and Special Economic Zone Limited (“APSEZ”)) failed to protect the assets of APSEZ by failing to recall security deposits advanced to PMC Projects (India) Private Limited and therefore, alleged to have non-compliant and violated of the code of conduct of APSEZ. Mr. Karan Adani has filed the settlement application along with settlement terms with the SEBI. With respect to adjudication process, the reply and written submission are filed with SEBI. The matter is currently pending before SEBI. This matter does not relate to the Company.

SEBI issued two Show Cause Notices alleging that Mr. Gautam S. Adani being the Chairman and Managing Director of APSEZ and a director of Adani Power Limited (APL), and further being part of the Finance Committee and Management Committee APSEZ and APL, has approved the financial transactions and have engaged in financial transactions with different entity so to avoid related party transactions. With respect to adjudication process, the reply and written submissions were filed with SEBI and personal hearings in this regard have been concluded before SEBI. The matter is currently pending before SEBI. This matter does not relate to the Company.

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SEBI issued a Show Cause Notice to Mr. Gautam S. Adani, as a Director of Adani Enterprises Ltd. (AEL), APL, APSEZ and Adani Transmission Limited (ATL), in relation to, inter alia, alleged non-compliance of certain provisions of the Securities Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR), the SEBI Act and regulations thereunder and the erstwhile Equity Listing Agreement regarding alleged wrongful categorisation of shareholding of certain entities, violation of related disclosure requirements and consequences therefrom. AEL, APL, APSEZ and ATL have responded to SEBI for seeking inspection of documents so that response can be submitted to the show cause notice Mr. Gautam S. Adani has filed a settlement application with the SEBI. The matter is currently pending before SEBI. This matter does not relate to the Company.

Mr. Vinod Bahety, then Chief Financial Officer of the Company was served with the Show Cause Notice No. SEBI/HO/IVD/ID16/VS/VK/P/OW/2023/45429/1, dated November 10, 2023, in connection with suspected insider trading by certain entities in the scrip of Adani Green Energy Limited. Pursuant to his request for inspection of documents dated December 27, 2023, SEBI granted access to the relevant records on January 18, 2024. Mr. Bahety submitted his reply to the Show Cause Notice on May 02, 2024, and was subsequently granted a personal hearing, which was conducted on February 11, 2025. Post-hearing written submissions were filed by Mr. Bahety on March 11, 2025. In parallel, Mr. Bahety filed a Settlement Application bearing Registration No. 7620 of 2024 under the SEBI Settlement Regulations. Mr. Bahety vide letter of his legal representatives dated June 23, 2025 addressed to SEBI has expressed his intention to withdraw the settlement application. He is currently awaiting communication from SEBI.

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Annexure C

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against promoters of the Company as at June 30, 2025

There are no ongoing adjudication & recovery proceedings, prosecution initiated or other enforcement action taken against the promoters of the Company.

140 Ambuja Cements Limited

Annexure 15

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Details in respect of the particulars mentioned / stipulated in: (a) clause m) of the noobjection letter, dated April 30, 2025, received from NSE; and (b) clause M of the no adverse observation letter, dated April 29, 2025, received from BSE in the matter of Scheme of Arrangement between Penna Cement Industries Limited (Transferor Company) and Ambuja Cements Limited (Transferee Company) and their respective Shareholders :

1. NSE: Clause m) i. / BSE: Clause M) .i .

Reasons for cash consideration of Rs. 321.50 per share to the shareholders of PCIL instead of Rs. 309.20 or Rs. 315.20 per share as derived in the valuation reports given by GT Valuation Advisors Private Limited and BDO Valuation Advisors LLP, respectively and its impact on shareholder's wealth.

Response:

The Transferee Company has obtained the Valuation Report from GT Valuation Advisors Private Limited who have worked out the value per equity share of the Transferor Company at Rs. 309.20/-. The Transferor Company has obtained the Valuation Report from BDO Valuation Advisory LLP who have worked out the value per equity share of the Transferor Company at Rs. 315.20/-. However, the Audit Committees and the Board of Directors of both the Transferor Company and the Transferee Company have approved the cash consideration of Rs. 321.50/- per share to be paid to the eligible shareholders of the Transferor Company (except shares held by Transferee Company in Transferor Company) in order to align the share price paid by the Transferee Company at the time of acquisition of the Transferor Company on 16[th] August 2024.

I mpact on the Shareholder’s Wealth:

For Transferee Company’s shareholders, the Scheme will result in economies of scale, improved profitability, and enhanced overall shareholders’ value.

For Tranferor Company’s shareholders (excluding Transferee Company), the Scheme provides cash consideration for their equity shares as of the record date.

2. NSE: Clause m) ii. / BSE: Clause M) .ii.

Need, Rationale and Synergies of business of the scheme along with its impact on the shareholders.

Need for Merger:

The Audit Committee noted that the Transferee Company is among the leading cement companies in India, renowned for its hassle-free, home-building solutions with its unique sustainable development projects and environment-friendly practices since it started its operations.

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The Transferor Company is engaged in the business of cement manufacturing and marketing various grades of cement. The Transferor Company operates four integrated units in the States of Andhra Pradesh and Telangana, along with a grinding unit in the State of Maharashtra.

The amalgamation will consolidate the business of the Transferor Company and the Transferee Company, which will result in focused growth, enhancement of manufacturing capacities, operational efficiencies and business synergies.

Rationale of the Scheme:

The Transferee Company with effect from August 16, 2024 has become the promoter of the Transferor Company. As both the companies are under the same line of business, the amalgamation will enable the Transferee Company to absorb the business of the Transferor Company completely for carrying on more effectively and beneficially.
The Scheme will enable the Transferee Company to integrate the Transferor Company's operations, leading to more efficient and economical business management. This includes better resource utilization, reduced overheads, cost savings, economies of scale, elimination of duplicated efforts, and streamlined compliance requirements through amalgamation.
The amalgamation will enhance business potential of the Transferor Company, add value to both the companies, and ultimately increase the shareholders' value.
The amalgamation will lead to reduction and rationalisation of multiple entities in the group.

Synergies of the business of the entities involved in the scheme:

The proposed Scheme will enable Ambuja to absorb the business of PCIL and enhance its manufacturing capacity to carry out the manufacturing operations more effectively and seamlessly.
Optimized utilization of the combined resources of both companies will lead to reduced overhead costs, better resource utilization, reduced overheads, cost savings, economies of scale, elimination of duplicated efforts, and streamlined compliance requirements.
The amalgamation will result in greater value addition for both companies, ultimately increasing shareholder value.

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Impact on the Shareholders:

For Transferor Company’s shareholders, the Scheme will result in economies of scale, improved profitability, and enhanced overall shareholders’ value.

Upon the Scheme becoming effective, the equity shares of the Transferor Company held by the Transferee Company (either directly or through nominees) on the Effective Date shall stand cancelled without any further application, act or deed.

Further, the investment in the equity shares of the Transferor Company, appearing in the books of accounts of the Transferee Company, shall, without any further act or deed, stand cancelled. It is clarified that no new shares shall be issued, nor payment shall be made in cash whatsoever by the Transferee Company in lieu of cancellation of such equity shares of the Transferor Company.

For the shareholders of the Transferor Company (except the Transferee Company), the Scheme provides for payment of cash consideration against the equity shares held by them as on record date. Further, being the majority shareholder of the Transferor Company, the Scheme offers opportunity to the Transferee Company to consolidate its group structure and achieve synergies.

3. NSE: Clause m) iii. / BSE: Clause M) .iii.

Write-up on the History of Penna Cement Industries Limited (Transferor Company):

Introduction:

The Transferor Company was incorporated on October 24, 1991, as Penna Cement Industries Limited, a public limited company, with the Registrar of Companies, Andhra Pradesh, under the provisions of the Companies Act, 1956. Its name was changed to: (a) Penna Cement Industriies Limited on September 28, 2010; and (b) Penna Cement Industries Limited on July 26, 2012.

The Corporate Identification Number of the Transferor Company is U26942GJ1991PLC168781 . The registered office of the Transferor Company is presently situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India.

Business:

The Transferor Company is engaged in the business of manufacturing and selling of cement and cement related products.

The Transferor Company is having its existence since more than 3 decades. The Transferor Company has subsidiary named Pioneer Cement Industries Limited and a Step-down subsidiary named Marwar Cement Limited. The consolidated capacity of the Transferor Company is 7.3 MTPA Clinker and 10.0 MTPA cement capacity at its plants located at Talariceruvu, Boyareddypalli and Krishnapatnam in the State of Andhra Pradesh, Ganeshpahad and Tandur in the State of Telangana and Patas in the State of Maharashtra.

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I t has 5 Bulk Cement Terminals (BCTs) of 0.5 MTPA capacity each at Gopalpur, Kolkata, Karaikal, Cochin and Colombo which significantly adds marine logistics on eastern coast of India with gateway to Sri Lanka market.

Share Capital:

The authorized, issued, subscribed and paid-up share capital of the Transferor Company, as on September 30, 2025, was as under:

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----- Start of picture text -----

Share Capital Amount (in Rs.)
Authorised share capital
20,00,00,000 equity shares ofRs.10/- each 200,00,00,000
Total 200,00,00,000
Issued, subscribed and paid-up capital
13,38,00,000 equity shares ofRs.10/- each fully paid-up 133,80,00,000
Total 133,80,00,000
----- End of picture text -----

Erstwhile Promoters of the Transferor Company before acquisition:

Mr. P. Prathap Reddy
P R Cement Holding Limited
Pioneer Builders – A partnership Firm

Erstwhile Directors and Key Managerial Personnel of the Transferor Company before acquisition:

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----- Start of picture text -----

Sr. Name Designation DIN / PAN
No.
1. Mr. P. Prathap Reddy Chairman & Managing Director 00093176
2. Mr. D. Lakshmi Kantham Whole-time Director 00822385
3. Mr. P. Venugopal Reddy Director & Chief Financial Officer 00094146
4. Mrs. P. Deepthi Reddy Non-Executive Director 00264481
5. Mr. Anil Kumar Kutty Independent Director 00055634
6. Mr. Sairam Mocherla Independent Director 01430951
7. Mr. Ravindranath Kancherla Independent Director 00117940
8. Mrs. Umanath Varahabhotla Independent Director 06539204
9. Mr. Raj Kumar Singh Company Secretary AODPS4886F
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Change in Management / Acquisition:

The Transferee Company, on August 16, 2024, acquired 99.92% of the paid-up equity share capital of the Transferor Company from the erstwhile promoters / promoter affiliates of the Transferor Company. As on date, the Transferee Company holds 99.94% of the paidup equity share capital of the Transferor Company. The Transferor Company is a subsidiary of the Transferee Company.

Details of Promoter of the Transferor Company as on 30[th] September 2025:

Ambuja Cements Limited

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Details of Directors and Key Managerial Personnel of the Transferor Company as on 30[th] September 2025:

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Sr. Name Designation DIN / PAN
No.
1. Mr. Sanjay Kumar Behl Whole Time Director 07003899
2. Mr. Sukuru Ramarao Director 08846591
3. Ms. Kajal Saxena Director 10744634
4. Mr. Chetan Patel Independent Director 00446745
5. Ms. Archana Dholakia Independent Director 07935065
6. Mr. Nitesh Maheshwari Chief Financial Officer DBNPM9896M
7. Ms. Aditi Khandelwal Company Secretary EKDPK0426F
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4. NSE: Clause m) iv. / BSE: Clause M) .iv.

Details of assets, liabilities, net worth, revenue of the companies involved in the scheme, for both pre and post scheme of arrangement. Details of Promoters / Directors of the Company:

Penna Cement Industries Limited (Transferor Company) (as on June 30, 2025)

		(Rs. in Crore)
Particulars	Pre Amalgamation	Post-Amalgamation
Assets	3,816.96	-
Liabilities	849.20	-
Net-worth	2,967.75	-
Revenue	716.11

Ambuja Cements Limited (Transferee Company) (as on June 30, 2025)

		(Rs. in Crore)
Particulars	Pre Amalgamation	Post-Amalgamation
Assets	60,785.93	62,144.71
Liabilities	11,818.77	13,459.16
Net-worth	48,967.16	48,685.55
Revenue	5,514.70	5,998.96

Details of Promoter:

Penna Cement Industries Limited (Transferor Company)

Ambuja Cements Limited

Ambuja Cements Limited (Transferee Company):

Holderind Investments Ltd - Promoter
Endeavour Trade and Investment Limited - Promoter
Harmonia Trade and Investment Limited - Promoter Group
Adani Enterprises Limited – Promoter Group

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Details of Directors of Penna Cement Industries Limited (Transferor Company):

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Sr. Name Designation DIN PAN
No.
1. Mr. Sanjay Kumar Behl Whole Time Director 07003899 AADPB1738M
2. Mr. Sukuru Ramarao Director 08846591 AFNPS7285M
3. Ms. Kajal Saxena Director 10744634 BEEPS5301B
4. Mr. Chetan Patel Independent Director 00446745 AFZPP3972Q
5. Ms. Archana Dholakia Independent Director 07935065 ABZPD1605L
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Details of Directors of Ambuja Cements Limited (Transferee Company):

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Sr. Name Designation DIN PAN
No.
1. Mr. Gautam S. Adani Non-Executive - Non 00006273 ABKPA0965H
Independent Director,
Chairman
2. Mr. Karan Adani Non-Executive - Non 03088095 AIQPA6627F
Independent Director
3. Mr. Ajay Kapur Managing Director 03096416 ADYPK9189P
4. Mr. Vinod Bahety Wholetime Director 09192400 AGBPB4230A
and Chief Executive
Officer
5. Mr. Maheswar Sahu Independent Director 00034051 ADKPS6835Q
6. Mr. Rajnish Kumar Independent Director 05328267 AIJPK9858M
7. Mr. Ameet Desai Independent Director 00007116 ADKPD8381N
8. Mrs. Purvi Sheth Independent Director 06449636 AALPS8544C
9. Mr. Mangalam R Kumar Non-Executive - 03628755 AAAPK7351G
Nominee Director
10. Mr. Pravin Garg Independent Director 00208604 ADCPG8341H
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*** Ceased w.e.f. 15[th] September 2025**

5. NSE: Clause m) v. / BSE: Clause M) .v.

Latest net worth certificate along with statement of assets and liabilities of all the companies involved in the scheme of arrangement for both pre and post scheme of arrangement:

The latest net-worth certificate along with the statement of assets and liabilities of the Transferor and the Transferee Company as on June 30, 2025 are attached as Annexure A .

6. NSE: Clause m) vi. / BSE: Clause M) .vi.

Comparison of revenue and net worth of amalgamating company with the total revenue and net worth of the amalgamated company for last three financial years.

146 Ambuja Cements Limited

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The details of Revenue and Net worth of the Transferor Company and the Transferee Company are as under:

Revenue from Operations (Standalone)

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(Rs. in Crore)
Particulars FY 2024-25 FY 2023-24 FY 2022-23
Penna Cement Industries Limited 1,456.44 1,219.24 1,952.48
Ambuja Cements Limited 19,453.58 17,919.34 19,985.43
Revenue from Operations (Consolidated)
(Rs. in Crore)
Particulars FY 2024-25 FY 2023-24 FY 2022-23
Penna Cement Industries Limited 1,488.96 1,241.70 2,001.59
Ambuja Cements Limited 35,044.76 33,159.64 38,937.03
Net-worth (Standalone)
(Rs. in Crore)
Particulars FY 2024-25 FY 2023-24 FY 2022-23
Penna Cement Industries Limited 2,899.09 468.43 1,003.06
Ambuja Cements Limited 48,605.65 37,006.50 28,505.54
Net-worth (Consolidated)
(Rs. in Crore)
Particulars FY 2024-25 FY 2023-24 FY 2022-23
Penna Cement Industries Limited 4019.07 520.85 1,045.47
Ambuja Cements Limited 63,811.42 50,842.52 38,756.55
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7. NSE: Clause m) vii. / BSE: Clause M) .vii.

The Company shall ensure that all the applicable additional information shall form part of disclosures to the shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.

The details submitted as Annexure M by the Transferee Company to the National Stock Exchange of India Limited is attached as Annexure B.

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Annexure A

148

Ambuja Cements Limited

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150 Ambuja Cements Limited

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151

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152 Ambuja Cements Limited

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153

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154 Ambuja Cements Limited

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155

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Annexure B

Annexure M

156 Ambuja Cements Limited

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157

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158 Ambuja Cements Limited

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159

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160 Ambuja Cements Limited

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162 Ambuja Cements Limited

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164 Ambuja Cements Limited

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166 Ambuja Cements Limited

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168 Ambuja Cements Limited

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Cement

DETAILS OF CAPITAL EVOLUTION

Penna Cement Industries Limited (Transferor Company)

Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of Issue (I PO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital {No of shares)	Whether listed,if not listed,give reasons thereof
24.10.1991	70	10	Initial Subscription to MOA	70	~~--~~
27.05.1992	47,400	10	Preferential Allotment	47,470	~~--~~
06.06.1992	2,76,670	10	Preferential Allotment	3,24, 140	~~--~~
01.01.1994	23,85,000	10	Preferential Allotment	27,09,140	~~--~~
05.12.1994	22,43,400	10	Preferential Allotment	49,52,540 ~~--~~
06.02.1995	19,69,400	10	Preferential Allotment	69,21,940 ~~--~~
30.06.1995	4, 17,000	10	Preferential Allotment	73,38,940 ~~--~~
29.03.1996	59,41,060	10	Preferential Allotment 1,32,80,000 ~~--~~
28.12.1996	1,00,000	10	Bonus Issue 1,33,80,000 ~~--~~

FOR, PENNA CEMENT INDUSTRIES LIMITED

HEMANGI VY AN KATES VYANKATESH H MULAOKAR Date: 2025.01.01 MULAOKAR 1s:s9:4o +os•30• HEMANGI Digitally signed by

BHAVIK PARIKH COMPANY SECRETARY

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Registered Office

Penna Cement Industries Ltd. 8-3-975. Plot No 128. Srinagar Colony, Hyderabad- 500073 Telangana. India

Corporate Office Adani Corporate House Shantigram. S. G. Highway Khodiyar, Ahmedabad - 382421 Gujarat, India Ph +91 79-2656 5555

CIN: U26942TG1991PLC013359

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174 Ambuja Cements Limited

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176 Ambuja Cements Limited

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177

Annexure M1

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178

Ambuja Cements Limited

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Annexure M2

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180 Ambuja Cements Limited

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Annexure M4

182

Ambuja Cements Limited

Annexure 16

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184 Ambuja Cements Limited

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186 Ambuja Cements Limited

Annexure 17

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187

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188 Ambuja Cements Limited

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190 Ambuja Cements Limited

Annexure 18

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191

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192 Ambuja Cements Limited

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193

Annexure 19

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194 Ambuja Cements Limited

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196 Ambuja Cements Limited

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198 Ambuja Cements Limited

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199

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200 Ambuja Cements Limited

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Penna Cement Industries Limited

Consolidated Balance Sheet as at September 30, 2025

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----- Start of picture text -----

As at As at
Particulars September 30, 2025 March 31, 2025
in Crore in Crore
A. ASSETS
1) Non-current assets
a) Property, plant and equipment 2,000.94 2,010.95
b) Right of use assets 194.79 229.55
c) Capital work-in-progress 1,703.73 1,366.05
d) Other Intangible assets 0.92 0.83
e) Financial assets
(i) Investments 2.30 2.30
(ii) Other financial assets 141.77 61.90
f) Deferred Tax asset 5.24 4.37
g) Other non-current assets 61.70 179.31
Total Non-current assets 4,111.39 3,855.26
2) Current assets
a) Inventories 664.02 323.53
b) Financial assets
(i) Trade receivables 138.88 219.28
(ii) Cash and cash equivalents 13.43 143.76
(iii) Bank balances other than cash and cash equivalents 1.59 64.29
(iv) Other financial assets 80.95 85.26
c) Other current assets 392.26 364.62
D) current tax assets 6.15 2.92
Total current assets 1,297.28 1,203.66
- -
3) Non-current assets classified as held for sale
1,297.28 1,203.66
TOTAL - ASSETS 5,408.67 5,058.92
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202 Ambuja Cements Limited

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Penna Cement Industries Limited

Consolidated Balance Sheet as at September 30, 2025

B. EQUITY AND LIABILITIES
Equity
a) Equity share capital
b) Other equity
Total Equity
Liabilities
1) Non-current liabilities
a) Financial liabilities
(i) Lease liabilities
(ii) Other financial liabilities
b) Provisions
Total - Non-current liabilities
2) Current liabilities
a) Financial liabilities
(i) Lease liabilities
(ii) Trade payables
Total outstanding dues of micro and small enterprises
Total outstanding dues of creditors other than
micro and small enterprises
(iii) Other financial liabilities
b) Other current liabilities
c) Provisions
d) Current tax liabilities (Net)
Total - current liabilities
Total - Liabilities
TOTAL - EQUITY AND LIABILITIES
Particulars

in Crore
in Crore
133.80
133.80
4,118.21
3,885.27
4,252.01
4,019.07
102.61
77.75
14.13
21.43
4.53
7.79
121.27
106.97
24.86
64.26
14.46
33.33
814.95
418.16
125.07
288.79
51.82
127.42
4.23
0.92
-
-
1,035.39
932.88
1,156.66
1,039.85
5,408.67
5,058.92
As at
September 30, 2025
As at
March 31, 2025

The accompanying notes are an integral part of these consolidated financial statements

As per our report of even date attached

For and on behalf of the Board of Directors of Penna Cement Industries Limited,

For T Mohan & Associates

Chartered Accountants ICAI Firm Registration No: 012482S

Sukuru Ramarao Kajal Saxena Additional Director Additional Director DIN: 08846591 DIN:10744634

Mohan Reddy T Partner Membership No. 239635 Hyderabad Date : October 29, 2025

Ahmedabad Date : October 29, 2025

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Penna Cement Industries Limited

Consolidated Statement of Profit and Loss for the period ended September 30, 2025

1
INCOME
a) Revenue from operations
b) Other income
Total Income (a+b)
2
EXPENSES
a) Cost of materials consumed
b) Purchases of stock-in-trade
c) Changes in inventories of finished goods and
work-in-progress
d) Employee benefits expense
e) Finance costs
f) Depreciation and amortisation expense (net)
g) Power and fuel
h) Freight and forwarding expense
i) Other expenses
j) Captive consumption of cement
TOTAL EXPENSES
3
4
Exceptional items- Income
5
Profit before tax (5-6)
6
Tax expense
a) Current tax, net
b) Tax relating to earlier years (net)
c) Deferred tax charge
d) MAT credit
Total tax expenses
7
Profit after tax (7-8)
8
Other comprehensive (loss)/income (OCI)
(ii) Items that will not be reclassified to profit and loss in
subsequent period:
9
10
(b) Share of Re-measurement (loss) on defined benefit plans of
associates and joint ventures (net of tax)
Particulars
Profit before exceptional items and tax (1-2)
(ii) Income tax effect on (a) above
(i) Items that will not be reclassified to profit and loss in subsequent period:
(a) Re-measurement (loss)/gain on defined benefit plans
Other comprehensive income / (loss) for the year, (net of tax)
Earnings per equity share attributable to equity shareholders of the Holding
Company of
10 each:
Total comprehensive income for the year (net of tax) (9+10)
(a) Basic
(b) Diluted
a) Exchnage adjustments on translation of foreign operations

For the period ended
September 30, 2025
For the Year ended
March 31, 2025
in Crore
in Crore
1,257.94
1,488.96
5.53
27.92
1,263.47
1,516.88
331.00
427.14
-
25.40
(45.08)
(79.39)
40.56
115.49
9.85
349.66
111.43
190.25
563.06
777.98
70.81
322.08
177.81
452.60
1,259.44
2,581.22
-
(0.03)
1,259.44
2,581.18
4.03
(1,064.30)
-
126.14
4.03
(1,190.44)
-
-
(0.21)
(2.86)
(0.91)
(19.75)
33.53
(1.12)
10.92
5.15
(1,201.36)
1.50
2.31
(0.04)
-
-
-
(0.26)
(3.21)
1.20
(0.90)
6.35
(1,200.46)
0.39
(89.79)
0.39
(89.79)

The accompanying notes are an integral part of these consolidated financial statements

As per our report of even date attached For and on behalf of the Board of Directors of Penna Cement Industries Limited,

For T Mohan & Associates Sukuru Ramarao Kajal Saxena Chartered Accountants Additional Director Additional Director ICAI Firm Registration No: 012482S DIN: 08846591 DIN:10744634

Mohan Reddy T Partner Membership No. 239635 Hyderabad Ahmedabad Date : October 29, 2025 Date : October 29, 2025

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Penna Cement Industries Limited

Consolidated Statement of Cash Flows for the year ended September 30, 2025

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For the period ended For the Year ended
Particulars September 30, 2025 March 31, 2025
in Crore in Crore
A. Cash flows from operating activities
Profit before tax 4.03 (1,190.44)
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortisation expense (net) 111.43 190.25
(Profit) on sale /loss on write off of Property, plant and equipment (0.01) 6.61
Gain on sale of current financial assets measured at FVTPL (1.80) -
Exceptional items - 126.14
Interest income (3.20) (19.26)
Finance costs 9.85 349.66
Expected credit losses on trade receivables (net) (0.05) -
Provision for slow and non moving stores & spares (net) (0.56) -
Income from Mutual Fund - (4.44)
Provision for Doubtful debts - 10.62
Difference of Exchange translation 0.26 (0.74)
Unrealised exchange (gain) / loss (net) 5.68 (0.51)
Operating profit before working capital changes 125.63 (532.11)
Changes in working capital:
Adjustments for decrease / (increase) in operating assets:
Inventories (339.93) (7.12)
Trade receivable 80.45 (176.35)
Other financial assets (0.18) (42.63)
Other assets 53.33 (175.66)
Adjustments for increase / (decrease) in operating liabilities:
Trade payables 131.26 15.19
Provision 1.55 (16.20)
Other financial liabilities 50.18 203.90
Other liabilities (75.60) (3.16)
Cash generated from operations 26.69 (734.14)
Income taxes paid (NET of refunds) (2.98) (17.08)
Net cash flows generated / (used) from operating activities * 23.71 (751.22)
B. Cash flows from investing activities
Payment made on purchase of Property, plant and equipment and other Intangible assets (352.77) (1,232.26)
(Including capital work-in-progress, capital advances and capital creditors)
Proceeds from sale of Property, plant and equipment and other intangible assets 0.01 179.70
Impairment of Goodwill - 126.14
Proceeds on sale of units of Mutual Funds (net) 1.80
Investment in bank and margin money deposits (having original maturity for more than 3 months) (2.48) (32.68)
Income from Mutual Fund - 4.44
Interest received 3.47 10.19
Net cash flows (used in) investing activities (349.97) (944.47)
C. Cash flows from financing activities
Repayment of Borrowings - (2,474.22)
Proceeds From issue of Optionally convertible debentures 226.00 4,700.00
Finance Cost paid (9.85) (349.66)
Payment of principal portion of lease liabilities (20.22) (4.38)
Deposits given as Margin Money for Bank Guarantees - (41.79)
Net cash flows Generated financing activities 195.93 1,829.95
Net (decrease) / increase in cash and cash equivalents (130.33) 134.27
Add: Cash and cash equivalents at the beginning of the year 143.76 9.49
Cash and cash equivalents at the end of the period 13.43 143.76
----- End of picture text -----

As per our report of even date attached

For and on behalf of the Board of Directors of Penna Cement Industries Limited,

For T Mohan & Associates

Chartered Accountants ICAI Firm Registration No: 012482S

Sukuru Ramarao Kajal Saxena Additional Director Additional Director DIN: 08846591 DIN:10744634

Mohan Reddy T

Partner Membership No. 239635

Hyderabad Date : October 29, 2025

Ahmedabad Date : October 29, 2025

205

Annexure 20

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208 Ambuja Cements Limited

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Ambuja Cements Limited

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Ambuja Cements Limited

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Ambuja Cements Limited

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216 Ambuja Cements Limited

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220 Ambuja Cements Limited

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222 Ambuja Cements Limited

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226 Ambuja Cements Limited

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Annexure 21

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AI assistant

Ambuja Cements Ltd. — Proxy Solicitation & Information Statement 2025

59365_rns_2025-11-26_dbd5492f-f211-43fc-9a81-e063ee21bfcd.pdf

November 26, 2025

AMBUJA CEMENTS LIMITED

MEETING OF THE EQUITY SHAREHOLDERS

MEETING:

REMOTE E-VOTING:

E-VOTING DURING THE MEETING

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS (WHICH ALSO CONSISTS PUBLIC SHAREHOLDERS) OF AMBUJA CEMENTS LIMITED

To,

All the equity shareholders of Ambuja Cements Limited :

TAKE FURTHER NOTICE that

Justice (Retd.) Kalpesh Jhaveri Chairman appointed for the Meeting

Notes:

3. Instructions for remote e-voting and e-voting at the Meeting

For equity shareholders holding shares in demat form other than individual and physical form

5. Process for those equity shareholders whose email/ mobile are not registered with the Transferee Company/ MUFG Intime/Depositories.

6. Information and instructions for e-voting facility at the Meeting

Encl.: As above

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH

C.A. (CAA)/ 57 (AHM) 2025

In the matter of Sections 230 to 232 read with other applicable provisions

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Particulars of the Applicant No. 1/Transferor Company

Particulars of the Applicant No. 2/Transferee Company

Rationale for the Scheme

Relationship among Companies who are parties to the Scheme

Corporate Approvals

In respect of Applicant No. 1/Transferor Company

In respect of Applicant No. 2/Transferee Company

Approvals and actions taken in relation to the Scheme

Salient extracts of the Scheme

“PART I

PART II

2. AMALGAMATION OF THE TRANSFEROR COMPANY INTO AND WITH THE TRANSFEREE COMPANY

2.1 Transfer and vesting of the Transferor Company into and with the Transferee Company

Permits

Contracts

Legal Proceedings

Employees

Intellectual Property

Inter se Transactions

Taxes

Creditors

2.3 Cancellation of equity shares of the Transferor Company and payment of consideration

2.5 Accounting Treatment

2.6 Dissolution of the Transferor Company

PART III

3. GENERAL TERMS AND CONDITIONS

3.3. Scheme conditional upon approvals/sanctions

Accounting treatment

Effect of the Scheme on various parties

(a) Shareholders (promoter and non-promoter)

(b) Optionally Convertible Debenture Holders

(c) Creditors

(d) Employees, Directors and Key Managerial Personnel

(a) Shareholders (promoter and non-promoter)

(b) Creditors

(c) Employees, Directors and Key Managerial Personnel

Other matters

Transferor Company - pre-amalgamation shareholding pattern as on September 30, 2025:

Note:

The difference of 3,26,520 equity shares between issued, subscribed and paid-up capital is on account of past issuance of right shares which are kept in abeyance.

Penna Cement Industries Limited

Vivro Financial Services Private Limited

Regd. Office :

Strictly Private and Confidential

GT Valuation Advisors Private Limited

To,

The Board of Directors

Ambuja Cements Limited

Date: 03 March 2025

Dear Sir / Madam,

For GT Valuation Advisors Private Limited

Darshana Kadakia

Director

DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN, IF ANY, AGAINST THE COMPANY, ITS PROMOTERS AND DIRECTORS

Ambuja Cements Ltd. Proxy Solicitation & Information Statement 2025