Ambuja Cements Ltd. — Proxy Solicitation & Information Statement 2025

Oct 14, 2025

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October 14, 2025

To

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

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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 Sanghi 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 September 25, 2025, read with order dated October 9, 2025, a meeting of the Equity Shareholders of the Company shall be held on Thursday, November 20, 2025 at 01:00 p.m. IST (1300 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 October 3, 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:

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|---|---|
|EVSN|251013010|
|Cut-off Date for E-Voting|Friday, November 14, 2025|
|Start Date and Time|Saturday, November 15, 2025 at 03:00 p.m. IST (1500|
|hours)|
|End Date and Time|Wednesday, November 19, 2025 at 5:00 p.m. IST (1700|
|hours)|
|The remote· e-voting module will be disabled by CDSL|
|thereafter.|

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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 Vinodchan Vinodchandra Mistry Date: 2025.10.14 dra Mistry 17:21:28 +05'30'

Manish Mistry Company Secretary & Compliance Officer

Encl.: as above

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

NOTICE - EQUITY SHAREHOLDERS 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	:	investors.relation@adani.com

MEETING OF THE EQUITY SHAREHOLDERS

WHICH ALSO CONSISTS PUBLIC SHAREHOLDERS OF AMBUJA CEMENTS LIMITED

( convened pursuant to the order dated September 25, 2025, read with order dated October 9, 2025, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench )

MEETING:

Day Thursday Date November 20, 2025 Time 1:00 p.m. IST (1300 hours) Mode Through Video Conference/Other Audio-Visual Means REMOTE E-VOTING: Start Date and Time Saturday, November 15, 2025 at 3:00 p.m. IST (1500 hours) End Date and Time Wednesday, November 19, 2025 at 5:00 p.m. IST (1700 hours) Cut-off Date for E-Voting Friday, November 14, 2025

REMOTE E-VOTING:

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.
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 Company Law Tribunal, Ahmedabad Bench	4
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	13
3.	Annexure 1
	Scheme of Arrangement between Sanghi Industries Limited and Ambuja Cements Limited and their respective	40
	shareholders under Sections 230 to 232 and other applicable provisions 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	79
	(IBBI Registration No. IBBI/RV-E/02/2019/103) to the Board of Directors of Sanghi 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	110
	registered Merchant Banker, to the Board of Directors of Sanghi Industries Limited (Fairness Opinion 1)
6.	Annexure 4
	Copy of the valuation report dated December 17, 2024, issued by GT Valuation Advisors Private Limited, Registered	117
	Valuer (IBBI Registration No. IBBI/RV-E/05/2020/134) to the Board of Directors of Ambuja Cements Limited
	(Valuation Report 2)
7.	Annexure 5
	Copy of the fairness opinion dated December 17, 2024, issued by IDBI Capital Markets & Securities Limited, a SEBI	141
	registered merchant banker, to the Board of Directors of Ambuja Cements Limited (Fairness Opinion 2)
8.	Annexure 6
	Summary of the Valuation Report 1 and Valuation Report 2, including the basis of such Valuation Report 1 and	148
	Valuation Report 2 and the Fairness Opinion 1 and Fairness Opinion 2
9.	Annexure 7
	Copy of the Complaint Report dated March 25, 2025, submitted by Sanghi Industries Limited to National Stock	153
	Exchange of India Limited
10.	Annexure 8
		155
	Copy of the Complaint Report dated March 6, 2025, submitted by Sanghi Industries Limited to BSE Limited
11.	Annexure 9
	Copy of the updated Complaint Report dated June 16, 2025, submitted by Sanghi Industries Limited to National	157
	Stock Exchange of India Limited
12.	Annexure 10
	Copy of the Complaint Report dated March 25, 2025, submitted by Ambuja Cements Limited to National Stock	160
	Exchange of India Limited
13.	Annexure 11
		162
	Copy of the Complaint Report dated March 6, 2025, submitted by Ambuja Cements Limited to BSE Limited
14.	Annexure 12
	Copy of the updated Complaint Report dated June 16, 2025, submitted by Ambuja Cements Limited to National	164
	Stock Exchange of India Limited
15.	Annexure 13
	Copy of the no-objection letter dated July 17, 2025, from National Stock Exchange of India Limited to Sanghi	167
	Industries Limited and Ambuja Cements Limited
16.	Annexure 14
	Copy of the no adverse observations letter dated July 17, 2025, from BSE Limited to Sanghi Industries Limited	171
	and Ambuja Cements Limited

2 Ambuja Cements Limited

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Sr. No.	Contents	Page No.
17.	Annexure 15
	Details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action	174
	taken, if any, against Sanghi Industries Limited, its promoters and directors” as on June 30, 2025
18.	Annexure 16
	Details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action	187
	taken, if any, against Ambuja Cements Limited, its promoters and directors” as on June 30, 2025
19.	Annexure 17
	Details in respect of the particulars mentioned/stipulated in: (i) clause h) of the no-objection letter dated July	200
	17, 2025, received from National Stock Exchange of India Limited; and (ii) clause 8. of the no adverse observation
	letter dated July 17, 2025, received from BSE Limited
20.	Annexure 18
	Copy of the report adopted by the Board of Directors of Sanghi Industries Limited, pursuant to the provisions of	213
	Section 232(2)(c) of the Companies Act, 2013
21.	Annexure 19
	Copy of the report adopted by the Board of Directors of Ambuja Cements Limited, pursuant to the provisions of	218
	Section 232(2)(c) of the Companies Act, 2013
22.	Annexure 20
	Copy of the unaudited fnancial results of Sanghi Industries Limited for the quarter ended June 30, 2025	223
23.	Annexure 21
	Copy of the unaudited fnancial results of Ambuja Cements Limited for the quarter ended June 30, 2025	230

3

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

C.A. (CAA)/ 49 (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 Sanghi Industries Limited (“Transferor Company”) and Ambuja Cements Limited (“Transferee Company”) and their respective shareholders

AMBUJA CEMENTS LIMITED , a

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

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 September 25, 2025, read with order dated October 9, 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 Sanghi 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 Thursday, November 20, 2025 at 1:00 p.m. (1300 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

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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; Sections 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 Sanghi 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 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

4 Ambuja Cements Limited

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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 raimeen.maradiya@gmail.com and to the Transferee Company at investors.relation@adani.com 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 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, 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

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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, October 3, 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 investors.relation@adani.com; 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 Saturday, November 15, 2025 at 3:00 p.m. IST (1500 hours) to Wednesday, November 19, 2025 at 5:00 p.m. IST (1700 hours);

• f) The NCLT has appointed Hon’ble Mr. Justice Kalpesh Jhaveri, former Chief Justice of the High Court of Orissa, and in his absence, Hon’ble Mr. Justice S.H. Vora, former judge of the 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;

• h) 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

5

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• 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/POD2/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 Saturday, November 22, 2025. 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.

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

Dated this October 10, 2025

Registered office:

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

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Notes:

1. 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 raimeen.maradiya@gmail.com and to the Transferee Company at investors.relation@adani.com 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.

• (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

6 Ambuja Cements Limited

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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, October 3, 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 67 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 67 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. For this purpose, the term “ Public ” shall have the meaning assigned

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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., Friday, November 14, 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 helpdesk. evoting@cdslindia.com or call on 1800 21 09911.

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2. 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 Saturday, November 15, 2025 (9:00 a.m. IST) to Tuesday, November 18, 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 Speakers, depending upon availability of time as appropriate for smooth conduct of the Meeting.

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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 Saturday, November 15, 2025 (3:00 p.m. IST) and ends on Wednesday, November 19, 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 Friday, November 14, 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 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.

8 Ambuja Cements Limited

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4. 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 1) Users who have opted for CDSL’s Easi/ Easiest facility, can login through their shareholders holding existing user ID and password. Option will be made available to reach e-voting page securities in Demat without any further authentication. The URLs for users to login to Easi/ Easiest are mode with CDSL https://web.cdslindia.com/myeasitoken/home/login or 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 1) If the user is already registered for NSDL IDeAS facility: shareholders holding a)

• securities in demat following URL: https://eservices.nsdl.com either on a personal computer or on a

• mode with National mobile. Securities Depository b)

• Limited ( “NSDL” )

  • 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

• 2) If the user is not registered for IDeAS e-services:

  • a) The option to register is available at https://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 verification 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 Meeting and voting during the Meeting.

• Individual equity User can also login using the login credentials of his/her demat account through user’s shareholders holding depository participant registered with NSDL/CDSL for e-voting facility. securities in demat Once logged in, user will be able to see e-voting option. Once the user clicks on e-voting option, mode with Depository the user will be redirected to NSDL/CDSL Depository site after successful authentication, Participants 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 for joining the Meeting and voting during the 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.

Login type	Helpdesk details
Individual equity shareholders holding	Equity shareholders facing any technical issue in login can contact CDSL
securities in Demat mode withCDSL	helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at
	1800 21 09911.
Individual equity shareholders holding	Equity shareholders facing any technical issue in login can contact NSDL
securities in Demat mode withNSDL	helpdesk by sending a request atevoting@nsdl.co.inor 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 Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in the OR Date of Birth (DOB) user’s demat account or in the Transferee Company’s records in order to login.

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.

• 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.

• 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.

• 10) Click on the EVSN on which you choose to vote.

• 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.

• 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”. 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.

• 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

• 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.

• b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.

• 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.

• 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.

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• 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 raimeen.maradiya@gmail. com 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

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• (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 rnt.helpdesk@in.mpms.mufg.com.

• (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

12 Ambuja Cements Limited

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH C.A. (CAA)/ 49 (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

Sanghi Industries Limited (“Transferor Company”)

and

Ambuja Cements Limited (“Transferee Company”) and

their respective shareholders

AMBUJA CEMENTS LIMITED , a

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

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

1. Pursuant to the order dated September 25, 2025, read with order dated October 9, 2025, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (hereinafter referred to as the “ NCLT ”), in C.A. (CAA)/49 (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 Thursday, November 20, 2025 at 1:00 p.m. (1300 hours), for the purpose of considering, and if thought fit, approving the Scheme of Arrangement between Sanghi 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 of the Scheme, which has been, inter alios , recommended/ approved by the Mergers and Acquisitions Committee, Committee comprising of all the Independent Directors (“ Committee of Independent Directors ”), Audit Committee and the Board of Directors of the Transferee Company at

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• 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: (i) 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 the issuance of New Equity Shares ( as defined in the Scheme ) to the equity shareholders of the Transferor Company in accordance with the Share Exchange Ratio ( as defined in the Scheme ), pursuant to the provisions of Sections 230 - 232 and/or other applicable provisions of the Act and in accordance with Section 2(1B) of the Income Tax Act, 1961; and (ii) reclassification of Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification ( as defined in the Scheme ) from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company.

• 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 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 of the High Court of Orissa, and in his absence, Hon’ble Mr. Justice S.H. Vora, former judge of the 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 Thursday, November 20, 2025 at 1:00 p.m. (1300 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. 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.

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.

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.

1. 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.

2. 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

1. The Transferor Company was incorporated on June 14, 1985, as Sanghi Leathers Private Limited, a private limited company, with the Registrar of Companies, Andhra Pradesh, under the provisions of the Companies Act, 1956. Its name was changed to: (i) Sanghi Industries Private Limited on September 18, 1992; and (ii) Sanghi Industries Limited on October 28, 1992, pursuant to its conversion into a public limited company. The registered office of the Transferor Company was shifted from the State of Telangana to the State of Gujarat on January 10, 2025. The Corporate Identification Number of the Transferor Company is L18209GJ1985PLC157787. The Permanent Account Number of the Transferor Company is AAECS5510Q. The Transferor Company is a subsidiary of the Transferee Company. The Transferee Company as on June 30, 2025, was holding 58.08% of the paid-up equity share capital of the Transferor Company. The equity shares of the Transferor 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 ”.

2. The registered office of the Transferor Company was situated at P.O. Sanghinagar, Ranga Reddy District, Telangana – 501 511. Thereafter, with effect from January 10, 2025, the registered office of the Transferor 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 Transferor Company since last 5 years. The e-mail address of the Transferor Company is companysecretary.sil@adani.com.

3. 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:

4. “III

5. (A) THE MAIN OBJECTS THAT WILL BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

6. To produce, manufacture, refine, prepare, process, purchase, import, export, sell and generally to deal in all kinds of Cement, Cement Products of any description, limestone, gypsum, clinker 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, and to carry on the business of buying and selling Cement, bricks, limestones, sand, fly ash or other earthy material or manufactured product such as tiles, pavement and roofing materials, and to deal in line, plaster, clay, coke, fuel, timber, artificial stone and builders requisites and appliances.

7. To generate Thermal/Hydro Power and to sell power to the customers in Government and Private Sectors; to carry on business as manufacturers, fabricators, assemblers, buyers, sellers, importers, exporter and agent for all type of Power Generation plants and to establish, operate and maintain the Generating Stations and tie-lines, sub-stations and main transmission lines connected therewith.

14 Ambuja Cements Limited

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• (B) THE OBJECTS ANCILLARY OR INCIDENTAL TO THE ATTAINMENT OF THE MAIN OBJECTS STATED IN (A) ABOVE ARE AS FOLLOWS:

34. To amalgamate, enter into partnership or into any arrangement for sharing profits, or into any union of interest, joint-adventures reciprocal concessions or co-operation with any person or persons or Company or Companies carrying on, or engaged in, or about to carry on or engage in or being authorised to carry on or engage in or any business or transaction which this Company is authorised to carry on or engage in or any business or transaction or capable of being conducted so as directly or indirectly to benefit this Company.”

Clause III of the Memorandum of Association of the Transferor Company was amended and restated vide Special Resolution passed at the Extra-Ordinary General Meeting of the Transferor Company held on February 8, 2024. Except as stated above, there has been no change in the main object clause in the last 5 (five) years.

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

2. The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on August 31, 2025, was as under:

Particulars	Amount
	(in`)
Authorised Share Capital
35,00,00,000 equity shares of`10/-	350,00,00,000
each
220,00,00,000 preference shares of	2200,00,00,000
`10/- each
Total	2550,00,00,000
Issued, subscribed and paid-up
Capital
25,83,26,000 equity shares of`10/-	258,32,60,000
each fully paid-up
220,00,00,000 - 8% non-convertible	2200,00,00,000
cumulative redeemable preference
shares of`10/- each fully paid-up
Total	2458,32,60,000

Particulars of the Applicant No. 2/Transferee Company

1. 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 Transferee Company is a part of Adani Group of companies.

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1. 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 investors.relation@adani.com.

2. 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:

3. “III

4. (A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:

5. (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.

6. (2) To establish, construct, acquire, run, operate on any factory for manufacturing Cement and allied products.

7. (3) To carry on the business of providing services for waste management and/or undertake such waste treatment activities or operating pre-treatment 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.

8. (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 centre for skill advancement and competency development.

9. (B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS

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• (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 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, debenture-stock 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, homebuilding 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 August 31, 2025, was as under:

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

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1. The equity shares of the Transferee Company are listed on the Stock Exchanges. The global depository receipts issued by the Transferee Company are listed on the Luxembourg Stock Exchange.

Rationale for the Scheme

1. The Rationale for the Scheme is as under:

2. (i) The Transferee Company is the promoter of the Transferor Company and holds 58.08% of the paidup equity share capital and 100% of the 8% - nonconvertible cumulative redeemable preference shares of the Transferor Company. As both the companies are under the same line of business, this amalgamation will enable the Transferee Company to absorb the business of Transferor Company completely for carrying on more effectively and beneficially.

3. (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.

4. (iii) The amalgamation will enhance business potential of the Transferor Company, add value to both the companies, and ultimately increase the shareholders’ value.

5. (iv) The amalgamation will lead to reduction and rationalisation of multiple entities in the group.

6. (v) The Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification, would: (a) not hold more than ten percent of the total voting rights in the Transferee Company; (b) do not exercise control over the affairs of the Transferor Company and the Transferee Company either directly or indirectly; (c) do not have any special rights with respect to the Transferor Company and the Transferee Company through any formal or informal arrangements including through any shareholder agreements; (d) do not represent on the board of directors of the Transferor Company and the Transferee Company including a nominee director; (e) do not act as a key managerial personnel in the Transferor Company and the Transferee Company. Further, the Promoters/ Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification, (a) have not been declared ‘wilful defaulter’ as per the guidelines issued by the Reserve Bank of India; and (b) are not fugitive economic offenders. Accordingly, reclassification of the Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification of the Transferor Company from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company has been contemplated upon the coming into effect of this Scheme, in accordance with the requirements of Regulation 31A of the Securities and Exchange

16 Ambuja Cements Limited

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Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Relationship among Companies who are parties to the Scheme

1. The Transferor Company is a subsidiary of the Transferee Company. The Transferee Company as on June 30, 2025, was holding 58.08% of the paid-up equity share capital of the Transferor Company. The Transferor Company and the Transferee Company are part of Adani Group of Companies.

Corporate Approvals

In respect of Applicant No. 1/Transferor Company

1. The draft Scheme along with the valuation report, recommending the share exchange ratio in respect of 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 “ 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 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.

The Audit Committee of the Transferor Company after due deliberations and, inter alia , based on the aforesaid, recommended the Scheme to the Board of Directors of the Transferor Company, Stock Exchanges, SEBI and other appropriate authorities for their favourable consideration and approval.

1. The draft Scheme, the Valuation Report 1 and the Fairness Opinion 1, amongst others, were placed before the Committee of Independent Directors of the Transferor Company at its meeting held on December 17, 2024. The Committee of Independent Directors of the Transferor Company after due deliberations, inter alia , based on the aforesaid, recommended the Scheme for favourable consideration and approval by the Board of Directors of the Transferor Company, Stock Exchanges, SEBI and other appropriate authorities.

2. 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 reports, inter alios , submitted by the Committee of Independent Directors and the Audit Committee, recommending the Scheme, the Board of Directors of the Transferor Company approved the Scheme at its meeting held on December 17, 2024. The meeting of the Board of Directors of the Transferor Company, held on December 17, 2024, was attended by six (6) directors, namely, Mr. Ajay Kapur (DIN: 03096416), Chairman; Mr. Sukuru Ramarao (DIN: 08846591), Wholetime Director &

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Chief Executive Officer; Mr. Vinod Bahety (DIN: 09192400), Non-Executive Director; Ms. Shruti Shah (DIN: 08337714), Independent Director; Mr. Ravi Kapoor (DIN: 00003847), Independent Director; and Mr. Sudhir Nanavati (DIN: 00050236), Independent Director, who attended the meeting through video conferencing. 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.

In respect of Applicant No. 2/Transferee Company

1. The draft Scheme along with the valuation report, recommending share exchange ratio in respect of the proposed Scheme, dated December 17, 2024, issued 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 (hereinafter referred to as the “ Valuation Report 2 ”), among other documents, were placed before the Mergers and 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 and Acquisitions Committee of the Transferee Company. Copies of the (i) Valuation Report 2, dated December 17, 2024; (ii) Fairness Opinion 2, dated December 17, 2024; and (iii) 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; and are enclosed as Annexure 4 , Annexure 5 and Annexure 6 , respectively.

The Mergers and Acquisitions Committee of the Transferee Company after due deliberations, inter alia , based on the aforesaid, recommended the Scheme for the consideration of the Audit Committee of the Transferee Company.

1. The draft Scheme, the Valuation Report 2 and the Fairness Opinion 2, amongst others, were placed before the Audit Committee of the Transferee Company at its meeting held on December 17, 2024.

The Audit Committee of the Transferee Company, after due deliberations and, inter alia , based on the aforesaid 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.

1. The draft Scheme, the Valuation Report 2 and the Fairness Opinion 2, amongst others, were placed before the Committee of Independent Directors of the Transferee Company at its meeting held on December 17, 2024.

The Committee of Independent Directors of the Transferee Company after due deliberations, inter alia , based on the aforesaid, recommended the Scheme for favourable consideration and approval by the Board of Directors of the Transferee Company, Stock Exchanges, SEBI and other appropriate authorities.

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1. 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 reports, inter alios , submitted by the Audit Committee and the Committee of Independent Directors, recommending the Scheme, the Board of Directors of the Transferee Company approved the Scheme at its meeting held on December 17, 2024. 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. Maheswar Sahu (DIN: 00034051), Independent Director; Mr. Ameet Desai (DIN: 00007116), Independent Director; Ms. Purvi Sheth (DIN: 06449636), Independent Director and Mr. M R Kumar (DIN: 03628755), Non-Executive NonIndependent 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.

Approvals and actions taken in relation to the Scheme

1. NSE was appointed as the Designated Stock Exchange by the Transferor Company for the purpose of co-ordinating with SEBI for obtaining approval of SEBI in accordance with SEBI Schemes Master Circular.

2. The Transferor Company had by its two separate letters, both dated January 3, 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 Transferor Company.

3. As required by the SEBI Schemes Master Circular, the Transferor Company filed a Complaint Report with the NSE on March 25, 2025, and BSE on March 6, 2025. Subsequently, as intimated by NSE, the Transferor Company submitted an updated Complaint Report with the NSE on June 16, 2025. Copies of the Complaint Report dated March 25, 2025, submitted by the Transferor Company to NSE; the Complaint Report dated March 6, 2025, submitted by the Transferor Company to BSE; and the updated Complaint Report dated June 16, 2025, submitted by the Transferor Company to NSE, respectively, are enclosed as Annexure 7 , Annexure 8 and Annexure 9 , respectively.

4. 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 Transferor 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 Transferor Company in terms of SEBI Schemes Master Circular.

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1. 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.

2. The Transferee Company had by its two separate letters, both dated January 3, 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.

3. As required by the SEBI Schemes Master Circular, the Transferee Company filed a Complaint Report with the NSE on March 25, 2025, and BSE on March 6, 2025. Subsequently, as intimated by NSE, the Transferee Company submitted an updated Complaint Report with the NSE on June 16, 2025. Copies of the Complaint Report dated March 25, 2025, submitted by the Transferee Company to NSE; the Complaint Report dated March 6, 2025, submitted by the Transferee Company to BSE; and the updated Complaint Report dated June 16, 2025, submitted by the Transferee Company to NSE, respectively, are enclosed as Annexure 10 , Annexure 11 and Annexure 12 , respectively.

4. 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.

5. The Companies received no-objection/no adverse observation letter regarding the Scheme from NSE and BSE, both dated July 17, 2025, conveying their no-objection/no adverse observation for filing the Scheme with NCLT.

By the said letter dated July 17, 2025, NSE communicated the following observations of SEBI to the Companies:

• 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 with the Stock Exchange, 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 circulars issued from time to time.

• d) The Company shall ensure that the entities involved in the Scheme shall duly comply with various provisions of the Circular and also ensure that all the liabilities of the Transferor Company are transferred to the Transferee Company.

18 Ambuja Cements Limited

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• e) The Company shall ensure that all the information pertaining to all the Unlisted Companies involved, if any 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.

• f) 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.

• g) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.

• h) Both the Companies shall ensure 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. Need for the amalgamation, Rationale of the scheme and swap ratio, Synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.

• ii. Details of Revenue, PAT and EBIDTA of a1l the companies involved in the Scheme for last 3 years.

• iii. Value of Assets and liabilities of Transferor Companies that are being transferred to Transferee company and post-merger balance sheet of Transferee Company.

• iv. No Objection Certificate (NOC) from the lending scheduled commercial banks/financial institutions/ debenture trustees as per para A(2) (k) of Part— I of SEBI Master Circular.

• v. Disclose all pending actions against the entities involved in the scheme, its promoters/directors/ KMPs and possible impact of the same on the Transferee Company and its current status.

• vi. Financial implication of merger on promoters, minority shareholders and the entities involved in the scheme.

• vii. Undertaking that promoters of SIL which are to be reclassified as public shareholders in ACL, postmerger, are not related to Transferee company, Subsidiary or Associate of Transferee Company and promoters/directors/KMPs of Transferee Company or of its subsidiaries or associate.

• viii. Latest Complaint report.

• i) The Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

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• j) 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.

• k) 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.

• l) 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.

• m) The Company shall ensure to comply with all the applicable provisions of Companies Act, 2013 rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• n) The Company shall ensure that the listed entity(ies) involved in the proposed scheme shall disclose the No Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

• o) 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.

• p) Please note that the submission of documents/ information, in accordance with the Circular to SEBI, should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.”

By the said letter dated July 17, 2025, BSE communicated the following observations of SEBI to the Companies:

1. “The Entity shall 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.”

2. “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 listed company and the stock exchanges.”

3. “The Entities shall ensure compliance with the SEBI circulars issued from time to time.

4. “The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.”

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5. “The entity is advised that the information pertaining to all the Unlisted Companies involved, if any, 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.”

6. “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.”

7. “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.”

8. “The entity is advised to 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

• i. Need for the amalgamation, Rationale of the scheme and swap ratio, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.

• ii. Details of Revenue, PAT and EBITDA of all the Companies involved in the Scheme for the last 3 years.

• iii. Value of assets and liabilities of Transferor Company that are being transferred to Transferee Company.

• iv. No Objection Certificate (NOC) from the lending scheduled commercial banks/financial institutions/ debenture trustees as per para A(2) (k) of Part-I of SEBI Master Circular.

• v. Disclose all pending actions against the entities involved in the scheme its promoters/directors/ KMPs and possible impact of the same on the Transferee Company to the shareholders.

• vi. Financial implication of the merger on Promoters, minority Shareholders and the companies involved in the scheme.

• vii. Undertaking that the Promoters of SIL which are to be reclassified as public shareholders in ACL, post-merger are not related to Transferee Company, Subsidiary or Associate of Transferee company and promoters/directors/KMPs or of its subsidiaries or associates.

• viii. Latest complaint report.’

9. “The entity is advised that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.”

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10. “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.”

11. “No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

12. “The entities are 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.”

13. “The entity is advised to comply with the all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”

14. “The listed entity involved in the proposed scheme shall disclose the No Objection letter of the Stock Exchange{s) on its website within 24 hours of receiving the same.”

15. “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, both dated July 17, 2025, received by the Companies from NSE and BSE, respectively, are enclosed as Annexure 13 and Annexure 14 , respectively.

1. Pursuant to comments by SEBI in the aforesaid observation letters, the Companies bring to the notice of their respective equity shareholders the details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Sanghi Industries Limited, its promoters and directors” as on June 30, 2025, and “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Ambuja Cements Limited, its promoters and directors” as on June 30, 2025. The respective details in respect of the aforesaid are enclosed as Annexure 15 and Annexure 16 , respectively. The aforesaid details also formed part of the joint Company Application in CA (CAA)/49 (AHM) 2025, filed by the Companies before NCLT.

2. Further, the Companies also bring to the notice of their respective equity shareholders the details in respect of the particulars mentioned/stipulated in: (i) clause h) of the no objection letter dated July 17, 2025, received from NSE; and (ii) clause 8 of the no adverse observation letter dated July 17, 2025, received from BSE. The details in respect of the aforesaid are enclosed as Annexure 17 .

3. The Companies would obtain/cause to be obtained all such other approvals from the Governmental Authority as may be required under Law.

4. C.A. (CAA)/49 (AHM) 2025 along with annexures thereto (which includes the Scheme) was jointly e-filed by the

20 Ambuja Cements Limited

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Companies with the NCLT, on September 10, 2025. The hard copy whereof was filed with the NCLT on September 11, 2025.

Salient extracts of the Scheme

1. 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 April 1, 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.

• 1.1.13. “Penna Cement Merger Scheme ” shall have the meaning as set forth in the Introduction Clause.

• 1.1.14. “Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification” means the persons, more specifically set out in Schedule I.

• 1.1.32. “ 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, jetty, 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;

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• (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 equipment 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 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

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• 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, 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;

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• (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 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 Undertaking.

PART II

1. 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

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• 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 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.

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• (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 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 Transferee Company.

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• (vi) 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.

Permits

• (vii) 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 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.

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Contracts

• (viii) 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.

Legal Proceedings

• (xi) 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

• (x) 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

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• 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

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

Inter se Transactions

• (xii) 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 8% non-convertible cumulative redeemable preference shares 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 inter-alia 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, 8% non-convertible cumulative redeemable preference shares, deposits or balances between the Transferor Company and the Transferee Company.

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Taxes

• (xiii) 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

• (xiv) 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 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.

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2.3 Consideration

• 2.3.1 Upon the coming into effect of the Scheme and with effect from the Appointed Date, and in consideration of the transfer and vesting of the Undertaking in the Transferee Company:

• (i) The equity shares of the Transferor Company and held by the Transferee Company shall stand cancelled and extinguished and in lieu thereof, there shall be no allotment of any equity shares in the Transferee Company; and

• (ii) The Transferee Company shall, without any further application, act or deed, issue and allot to the equity shareholder(s) of the Transferor Company (other than the equity shareholder mentioned in sub-clause (i) above) whose names are recorded in the register of members as a member of the Transferor Company on the Record Date, 12 (Twelve) Transferee Company Shares, credited as fully paid-up, for every 100 (One Hundred) equity shares of the face value of ` 10/- (Rupees Ten only) each fully paid-up held by such equity shareholder in the Transferor Company (“ Share Exchange Ratio ”). The Transferee Company Shares to be issued by the Transferee Company to the shareholders of Transferor Company in accordance with this Clause 2.3.1 (ii) shall be hereinafter referred to as “ New Equity Shares ”.

• 2.3.2 The New Equity Shares of the Transferee Company allotted and issued in terms of Clause 2.3.1 (ii) above, shall be listed and/or admitted to trading on the Stock Exchanges, where the equity shares of the Transferee Company are listed and/or admitted to trading as on the Effective Date. The New Equity Shares of the Transferee Company shall, however, be listed subject to the Transferee Company obtaining the requisite approvals from all the relevant Governmental Authorities pertaining to the listing of the New Equity Shares of the Transferee Company. The Transferee Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with applicable Law for complying with the formalities of the Stock Exchanges.

• 2.3.3 For the purposes of allotment of the New Equity Shares, pursuant to this Scheme, in case any Transferor Company’s shareholder becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of the New Equity Shares by the Transferee Company in accordance with Clause 2.3.1 (ii) above, the Transferee Company shall not issue fractional shares to such equity shareholder and shall consolidate all such fractional entitlements and round up the aggregate of such fractions to the next whole number and shall, without any further application, act, instrument or deed, issue and allot such consolidated equity shares directly to an individual trust or a board of trustees or a corporate trustee nominated by the Transferee Company (“ Trustee ”), who shall hold such New Equity Shares with all additions or accretions thereto in trust for the benefit of the respective equity shareholders, to whom they belong and their respective heirs, executors, administrators or successors for the specific purpose of selling such equity shares in the market at such price or prices at any time within a period of 90 (ninety) days from the date of allotment, and on such

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sale, distribute the net sale proceeds (after deduction of the expenses incurred and applicable income Tax) to the respective equity shareholders in the same proportion of their fractional entitlements. Any fractional entitlements from such net proceeds shall be rounded off to the next Rupee. It is clarified that any such distribution shall take place only on the sale of all the fractional shares of the Transferee Company by the Trustee pertaining to the fractional entitlements.

• 2.3.4 The New Equity Shares issued by the Transferee Company pursuant to Clause 2.3.1 (ii) above, shall be issued to the equity shareholders in demat form. The equity shareholders who hold equity shares in physical form should provide the requisite details relating to his/her/its account with a depository participant or other confirmations as may be required, to the Transferee Company to enable it to issue the New Equity Shares. In case of equity shareholders for whom such details are not available with the Transferor Company and in case of the equity shareholders who hold equity shares in physical form, the Transferee Company shall deal with the issuance of the relevant New Equity Shares in such manner as may be permissible under the applicable Law, including by way of issuing the said New Equity Shares in dematerialised form to a demat account held by a trustee nominated by the Board of the Transferee Company or into an escrow account opened by the Transferee Company or an escrow agent nominated by it, with a depository, as determined by the Board of the Transferee Company, where such New Equity Shares of the Transferee Company shall be held for the benefit of such equity shareholders (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title). The New Equity Shares so held in such trustee’s account or escrow account, as the case may be, shall be transferred to the respective equity shareholders once such equity shareholder provides details of his/her/its demat account to the Transferee Company, along with such documents as may be required by the Transferee Company. The respective equity shareholders shall have all the rights of the shareholders of the Transferee Company, including the right to receive dividend, voting rights and other corporate benefits, pending such transfer of the said New Equity Shares from the said trustee’s account or the escrow account, as the case may be. All costs and expenses incurred in this respect shall be borne by Transferee Company.

• 2.3.5 The New Equity Shares to be issued by the Transferee Company pursuant to Clause 2.3.1 (ii) above in respect of such equity shares of the Transferor Company as are subject to lock-in pursuant to applicable Law, if applicable, shall remain locked-in as required under the applicable Law.

• 2.3.6 The New Equity Shares allotted pursuant to the Scheme shall remain frozen in the depositories system until listing/trading permission is given by the Stock Exchanges.

2.4 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.

• 2.4.1 The Transferee Company shall record the assets and liabilities, if any, 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.

• 2.4.2 The identity of the reserves of the Transferor 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.

• 2.4.3 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.

• 2.4.4 The value of investments held by the Transferee Company in the Transferor Company shall stand cancelled pursuant to amalgamation.

• 2.4.5 The consideration issued by the Transferee Company to the equity shareholders of the Transferor Company, as prescribed in clause 2.3 of this Scheme, shall be recognised at nominal / face value and credited to the Equity Share Capital.

• 2.4.6 The surplus, if any arising after taking the effect of clause 2.4.1, 2.4.2, 2.4.4 and 2.4.5, after giving effect to adjustment of clause 2.4.3 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 2.4.1, 2.4.2, 2.4.4 and 2.4.5, after giving effect to adjustment of clause 2.4.3 shall be transferred to Retained Earnings in the financial statements of the Transferee Company.

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

• 2.4.8 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.

• 2.4.9 For accounting purposes, the Scheme will be given effect when all substantial conditions for the transfer of the Transferor Company are completed.

• 2.4.10 Any matter not dealt with hereinabove shall be dealt with in accordance with the requirement of applicable Ind AS.

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Accounting Treatment in the books of the Transferor Company

• 2.4.11 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.

• 2.5 D issolution of the Transferor Company

• 2.5.1 Upon the coming into effect of this Scheme, the Transferor Company shall stand dissolved without being wound up, without any further act or deed.

2.6 Reorganisation of the Authorised Share Capital of the Transferor Company

• 2.6.1 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.

• 2.7 Consolidation of the Authorised Share Capital of the Transferor Company with the Authorised Share Capital of the Transferee Company

• 2.7.1 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 2.6 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.

• 2.7.2 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 Reclassification of Persons from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company

• 2.8.1 The Promoters/Persons belonging to the Promoter Group/ Persons related to the Promoters Seeking Reclassification: (a) do not exercise control over the affairs of the Transferor Company and the Transferee Company either directly or indirectly; (b) do not have any special rights with respect to the Transferor Company and the Transferee Company through any formal or informal arrangements including through any shareholder

27

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• agreements; (c) are not represented on the board of directors of the Transferor Company and the Transferee Company including a nominee director; (d) do not act as a key managerial personnel in the Transferor Company and the Transferee Company; (e) have not been declared ‘wilful defaulter’ as per the guidelines issued by the Reserve Bank of India; and (f) are not fugitive economic offenders. Pursuant to the effectiveness of the Scheme, the Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification shall also not hold more than 10% (ten percent) of the total voting rights in the Transferee Company. Accordingly, the Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification shall satisfy the conditions set out in Regulation 31A(3)(b) of the SEBI LODR.

• 2.8.2 As an integral part of the Scheme and upon the coming into effect of this Scheme, the Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification shall be reclassified from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company in terms of the applicable provisions of the Act and rules made thereunder, SEBI ICDR Regulations, SEBI LODR and other applicable regulations notified under the SEBI Act and other applicable provisions under the applicable Laws. As the Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification shall be reclassified from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company as an integral part of the Scheme, it shall be deemed that the Transferee Company has complied with all approval requirements, as required under applicable provisions of the Act and rules made thereunder, SEBI ICDR Regulations, SEBI LODR and other applicable regulations notified under the SEBI Act and other applicable provisions under the applicable Laws for seeking the aforesaid reclassification.

• 2.8.3 Upon the coming into effect of this Scheme, the shareholding of the Promoters/Persons belonging to the Promoter Group/ Persons related to the Promoters Seeking Reclassification in the Transferee Company shall be as set out in Schedule II.

• 2.8.4 On approval of the Scheme by the Board and the equity shareholders of each of the Companies pursuant to Sections 230 to 232 and other relevant provisions of the Act and rules made thereunder, the SEBI Schemes Master Circular and SEBI LODR, it shall be deemed that the Board and equity shareholders of the Transferee Company have accorded their consent for such reclassification under the applicable provisions of the Act and rules made thereunder, SEBI ICDR Regulations, SEBI LODR and other applicable regulations notified under the SEBI Act and other applicable provisions under the applicable Laws, as may be applicable for effecting the aforesaid reclassification of the Promoters/Persons belonging to the Promoter Group/ Persons related to the Promoters Seeking Reclassification from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under the applicable provisions of the Act and rules made thereunder, SEBI ICDR Regulations, SEBI LODR and other applicable regulations notified under the SEBI Act and other applicable provisions under the applicable Laws, as may be applicable.

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Upon the coming into effect of this Scheme, the Transferee Company shall, if required, file all necessary documents/ intimations and make payment of any necessary fees as per the provisions of the SEBI ICDR Regulations, SEBI LODR or any other applicable regulations notified under the SEBI Act and other applicable Laws.

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 Stock Exchanges Approval having been obtained by the Companies in relation to the Scheme;

• (b) The Scheme being approved by the requisite majority of public shareholders of the Transferor Company and 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

1. 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 the accounting standards prescribed under Section 133 of the Companies Act. The certificate issued by the Statutory Auditors of the Transferor Company is open for inspection as mentioned hereinbelow.

2. 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 Companies Act. The certificate issued by the Statutory Auditors of the Transferee Company is open for inspection as mentioned hereinbelow.

28 Ambuja Cements Limited

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Effect of the Scheme on various parties

1. 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 equity shares held by it in the Transferor Company), shall become the equity shareholders of the Transferee Company in the manner as stipulated in clause 2.3 of the Scheme.

Further, under the Scheme, the shareholding of the “Promoters/Persons belonging to the Promoter Group/ Persons related to the Promoters of the Transferor Company Seeking Reclassification” (as defined in the Scheme) shall be reclassified from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company in terms of the applicable provisions of the Act and rules made thereunder, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable regulations notified under the Securities and Exchange Board of India Act, 1992, and other applicable provisions under the applicable Laws.

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 2.7 of the Scheme.

The 8% non-convertible cumulative redeemable preference shares 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 equity shareholders and between the Transferor Company and its preference shareholder .

(b) 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.

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

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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.

• (c) 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 of the Transferor Company shall cease to be the directors 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 two of the directors, namely, Mr. Ajay Kapur and Mr. Vinod Bahety, who are common director and key managerial personnel in the Transferee Company and/ or to the extent that the said directors, key managerial personnel and their respective relatives may be holding shares in the Transferor Company and/or 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 Transferor Company and/ or 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 .

1. 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)

Upon the Scheme becoming effective, the equity shareholders of the Transferor Company (other than the Transferee Company to the extent of equity shares held by it in the Transferor Company) shall become the equity shareholders of the Transferee Company in the manner stipulated in clause 2.3 of the Scheme.

Further, 8% non-convertible cumulative redeemable preference shares issued by the Transferor Company and

29

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held by 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.

Further, under the Scheme, the shareholding of the “Promoters/Persons belonging to the Promoter Group/ Persons related to the Promoters of the Transferor Company Seeking Reclassification” (as defined in the Scheme) shall be reclassified from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company in terms of the applicable provisions of the Act and rules made thereunder, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable regulations notified under the Securities and Exchange Board of India Act, 1992, and other applicable provisions under the applicable Laws.

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 2.7 of the Scheme.

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 holders 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)

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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 two of the directors/ key managerial personnel, namely, Mr. Ajay Kapur and Mr. Vinod Bahety, are the common directors in the Transferor Company and/or to the extent that the said directors, key managerial personnel and their respective relatives may be holding shares in the Transferor Company and/or 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 Transferor Company and/or 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 .

1. In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the 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 18 and Annexure 19 , respectively.

Other matters

1. No investigation proceedings have been instituted or are pending in relation to the Companies under Chapter XIV of the Companies Act or the corresponding provisions of Sections 235 to 251 of the Companies Act, 1956.

2. To the knowledge of the respective Companies, no winding up proceedings have been filed or are pending against any of the Companies under the Companies Act or under the corresponding provisions of the Companies Act, 1956.

3. No proceedings are pending under the Companies Act or under the corresponding provisions of the Companies Act, 1956 against any of the Companies.

4. 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

5. There is no capital restructuring or debt restructuring being undertaken pursuant to this Scheme.

6. The joint Company Application, being C.A. (CAA)/49 (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 September 10, 2025. The hard copy whereof was filed with the NCLT on September 11, 2025.

7. The copy of the proposed Scheme has been filed by the respective Companies before the concerned Registrar of Companies, on September 26, 2025, and on October 10, 2025, in Form GNL-1.

30 Ambuja Cements Limited

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1. The unaudited financial results of the Transferor Company and the Transferee Company for the quarter ended June 30, 2025, are enclosed as Annexure 20 and Annexure 21 , respectively.

2. The documents submitted under the application made by the Transferee Company with NSE and BSE, respectively, 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.

3. As per the books of accounts of (as on June 30, 2025) the Transferor Company, the amount due to the unsecured creditors is ` 3,289.29 crore.

4. As per the books of accounts of (as on June 30, 2025) the Transferee Company, the amount due to the unsecured creditors is ` 8,616.57 crore.

5. The name and address of the promoter of the Transferor Company, including its shareholding in the Transferor Company as on June 30, 2025, is as under:

Sr.	Name and Address of the Promoters	No. of Shares held in	% of holding
No.		the Transferor Company
1	Ambuja Cements Limited	15,00,45,102	58.08
	Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway,
	Khodiyar, Ahmedabad – 382 421
2	SZF Private Limited	68,84,000	2.66
	Sanghi Nagar, Sanghi Nagar P O Hayath Nagar Mandal, Sanghinagar,
	Telangana - 501511
3	Sanghi Threads Private Limited	17,54,000	0.68
	4-3-352, Bank Street, Hyderabad, 500095
4	Sanghi Filaments Private Limited	22,87,500	0.89
	4-3-352, Bank Street, Hyderabad, 500095
5	Sanghi Poly Zips Private Limited	14,82,500	0.57
	4-3-352, Bank Street, Hyderabad, 500095
6	Sanghi Synthetics Private Limited	16,75,000	0.65
	4-3-352, Bank Street, Hyderabad, 500095
7	Alpha Zippers Private Limited	16,75,000	0.65
	4-3-352, Bank Street, Hyderabad, 500095
8	Fancy Zippers Private Limited	14,68,750	0.57
	4-3-352, Bank Street, Hyderabad, 500095
9	Balaji Zippers Private Limited	27,75,000	1.07
	4-3-352, Bank Street, Hyderabad, 500095
10	S K K Zippers Private Limited	35,75,000	1.38
	4-3-352, Bank Street, Hyderabad, 500095
11	Maruthi Fastners Private Limited	14,68,750	0.57
	Sanghi Nagar, Sanghi Nagar P O Hayath Nagar Mandal, Sanghinagar,
	Telangana - 501511
12	Shri Ram Sharan Sanghi	1,87,000	0.07
	P.O. Sanghi Nagar, Hayatnagar Mandal, R R Dist,
	Hyderabad - 501511
13	Shri Ravi Sanghi	24,12,800	0.93
	6-124/31, Sanghi Nagar, Sanghi Nagar Temple, Sanghi Nagar, Omar Khan
	Daira, Rangareddi, Andhra Pradesh -501511
14	Shri Gireesh Kumar Sanghi	13,42,478	0.52
	H No: 1-143/1-144 Umarkhan Daira, Nr Sanghi Temple Sanghi Nagar, Daira
	Hayathnagar R R Dist, Hyderabad - 501511
15	Smt. Kamala Rani Sanghi	1,40,250	0.05
	P.O. Sanghi Nagar, Hayatnagar Mandal, R R Dist, Hyderabad - 501511

31

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Sr.	Name and Address of the Promoters	No. of Shares held in	% of holding
No.		the Transferor Company
16	Smt. Alka Sanghi	10,74,150	0.42
	H No: 1-143/1-144 Umarkhan Daira, Nr Sanghi Temple Sanghi Nagar, Daira
	Hayathnagar R R Dist, Hyderabad - 501511
17	Ms. Aarti Sanghi	3,43,750	0.13
	P.O. Sanghi Nagar, Hayatnagar Mandal, R R Dist,
	Hyderabad – 501511
18	Shri Gireesh Sanghi HUF	0	0.00
	C/O. Sanghi Textiles, Hyderabad - 500095
19	Shri Ashish Sanghi	26,39,710	1.02
	H No: 1-143/1-144 Umarkhan Daira, Nr Sanghi Temple Sanghi Nagar, Daira
	Hayathnagar R R Dist, Hyderabad - 501511
20	Shri Gaurav Sanghi	26,47,300	1.02
	H No 1-143/1-144, Omerkhan Daira, Sanghinagar, Koheda, Hayathnagar -
	500036
21	Flarezeal Solutions LLP	0	0.00
	901 K, 9thFloor, Kataria Arcade, Of S. G. Highway, Post Makarba, Jivraj Park,
	Ahmedabad City - 380051
22	Thinkfar Tradelink Private Limited	0	0.00
	901 K, 9thFloor, Kataria Arcade, Of S. G. Highway, Post Makarba, Jivraj Park,
	Ahmedabad City - 380051
23	Sanghi Polymers Private Limited	0	0.00
	Sanghinagar P O Hayatnagar Mandal R R District,
	Telangana - 501511
24	Samruddhi Investors Services Private Limited	0	0.00
	1001-1002, 10thFloor, Kataria Arcade, Nr. Adani Vidhya Mandir, Makarba,
	Ahmadabad City – 380051
25	Smt. Anita Sanghi	0	0.00
	1-144 Omar Khan Daira, Sanghi Nagar Hayathnagar, Sanghi Nagar,
	Rangareddi, Andhra Pradesh – 501511
26	Ms. Ekta Sanghi	0	0.00
	K-30 B, Hauz Khas Enclave, Hauz Khas S.O. South West Delhi, Delhi – 110016
27	Shri Aditya Sanghi	0	0.00
	Directors Banglow, AT-Sanghipuram, TAL-Abdasa, Kutch 370511
28	Shri Alok Sanghi	0	0
	01, Sanghi House, Gheljipura Road, Behind Saket 1 Makarba, Bopal,
	Bopal Daskroi, Ahmedabad, Gujarat 380058
	Total Promoter Group	19,37,44,040	75.00

	Total Promoter Group 19,37,44,040	Total Promoter Group 19,37,44,040	Total Promoter Group 19,37,44,040	75.00
60.	The name and address of the promoters of the Transferee Company, including their shareholding in the Transferee			Company as on
	June	30, 2025, are as under:
	Sr.	Name and Address of the Promoters	No. of Shares held in the	% of holding
	No.		Transferee Company
	1	Holderind Investments Ltd	118,52,00,361	48.14
		6thFloor, Tower I, Nexteracom Building, Ebene, Mauritius
	2	Harmonia Trade and Investment Ltd	47,74,78,249	19.40
		6thFloor, Tower I, Nexteracom Building, Ebene, Mauritius
	3	Endeavour Trade and Investment Ltd	7,02,442	0.03
		6thFloor, Tower 1, Nexteracom Building, Ebene, Mauritius
		Total Promoter Group	166,33,81,052	67.57

32 Ambuja Cements Limited

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

Sr.	Name and Designation	Address	DIN
No.
1	Mr. Ajay Kapur, Chairman	No. 2 Southlands, S. B. Singh Road, Colaba, Mumbai -	03096416
	Non-executive, Non-Independent Director	400005
2	Mr. Vinod Bahety	B1/1201, Water Lily Apartments, Adani Shantigram, Adalaj,	09192400
	Non-executive, Non-Independent Director	Gandhinagar - 382421
3	Mr. Sukuru Ramarao	C4/702, Water Lily Apartments, Adani Shantigram, Adalaj,	08846591
	Wholetime Director & Chief Executive Ofcer	Gandhinagar - 382421
4	Mrs. Shruti Anup Shah	7/8, Jal Kiran Co-Op HSG Soc Limited, 2ndFloor, Cufe	08337714
	Non-Executive, Independent Director	Parade, Mumbai – 400005
5	Mr. Ravi Kapoor	202, Pravesh Apartment, 10 Mahadevnagar Society, Sardar	00003847
	Non-Executive, Independent Director	Patel Stadium Road, Ahmedabad – 380014
6	Mr. Sudhir Nanavati	Shri Sharnam, 16 A - B, Ashok Vatika,	00050236
	Non-Executive, Independent Director	Ambli Bopal Road, Ahmedabad – 380 058

1. The names, designations, addresses and DIN of the directors of the Transferee Company as on June 30, 2025, are as follows:

Sr.	Name and Designation	Address	DIN
No.
1	Mr. Gautam S. Adani, Chairman	Shantivan Farmhouse, B/h. Karnavati Club, Gandhinagar	00006273
	Non-Executive, Non – Independent Director	Sarkhej Highway, Ahmedabad - 380058
2	Mr. Karan Adani	Shantivan Farmhouse, B/h. Karnavati Club, Gandhinagar	03088095
	Non-Executive, Non – Independent Director	Sarkhej Highway, Ahmedabad – 380058
3	Mr. Ajay Kapur	No. 2 Southlands, S. B. Singh Road, Colaba, Mumbai -	03096416
	Managing Director	400005
4	Mr. Vinod Bahety	B1/1201, Water Lily Apartments, Adani Shantigram, Adalaj,	09192400
	Wholetime Director & Chief Executive Ofcer	Gandhinagar - 382421
5	Mr. Maheswar Sahu	A/302, Parijat Residency, Opp. IOS Petrol Pump, Judges	00034051
	Non-Executive, Independent Director	Bunglow, Bodakdev, Ahmedabad – 380054
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	00007116
	Non-Executive, Independent Director	Crossing, Thaltej, Ahmedbad, Gujarat -380059
8	Mrs. Purvi Sheth,	3801, Floor -38, A-2 Tower, Sky Forest, Senapati Bapat Marg,	06449636
	Non-Executive, Independent Director	Near Elphinstone Railway Station, Lower Parel, Mumbai, PO: Delisle Road,
		Mumbai – 400013
9	Mr. Mangalam Ramasubramaniam Kumar,	Flat No. 5, Queens Court, Maharshi Karve Road, Opposite	03628755
	Non-Executive, Non Independent (Nominee Director - LIC)	Oval Maidan, Churchgate, Mumbai - 400020
	(ceased w.e.f. September 15, 2025)
10	Mr. Praveen Garg	N-28, First Floor, Greater Kailash - I South Delhi, Delhi	00208604
	Non-Executive, Independent Director	110048

33

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1. 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 June 30, 2025, are as follows:

Sr.	Name	Designation	Equity Shares Held in	Equity Shares Held in
No.			Transferor Company	Transferee Company
1	Mr. Ajay Kapur	Chairman, Non-executive, Non-Independent	-	5,64,900
		Director
2	Mr. Vinod Bahety	Non-executive, Non-Independent Director	-	-
3	Mr. Sukuru Ramarao	Wholetime Director & Chief Executive Ofcer	-	-
4	Mrs. Shruti Anup Shah	Non-Executive, Independent Director	-	-
5	Mr. Ravi Kapoor	Non-Executive, Independent Director	-	-
6	Mr. Sudhir Nanavati	Non-Executive, Independent Director	-	-
7	Mr. Sanjay Khajanchi	Chief Financial Ofcer	-	-
8	Ms. Pranjali Dubey	Company Secretary	-	-

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

Sr.	Name	Designation	Equity Shares Held in	Equity Shares Held in
No.			Transferor Company	Transferee Company
1	Mr. Gautam S. Adani	Chairman	-	-
		Non-Executive, Non Independent Director
2	Mr. Karan Adani	Non-Executive, Non Independent Director	-	-
3	Mr. Ajay Kapur	Managing Director	-	5,64,900
4	Mr. Vinod Bahety	Wholetime Director & Chief Executive Ofcer	-	-
5	Mr. Maheswar Sahu	Non-Executive, Independent Director	-	2,000
6	Mr. Rajnish Kumar	Non-Executive, Independent Director	-	-
7	Mr. Ameet Desai	Non-Executive, Independent Director	-	-
8	Mrs. Purvi Sheth	Non-Executive, Independent Director	-	-
9	Mr. Mangalam	Non-Executive – Non Independent (Nominee	-	-
	Ramasubramaniam	Director- LIC)
	Kumar	(ceased w.e.f. September 15, 2025)
10	Mr. Praveen Garg	Non-Executive, Independent Director	-	-
11	Mr. Rakesh Tiwary	Chief Financial Ofcer	-	200
12	Mr. Manish Mistry	Company Secretary	-	-

1. The (a) pre-amalgamation shareholding pattern of the Companies as on as on June 30, 2025; (b) the post-amalgamation shareholding pattern upon the Scheme becoming effective and assuming the continuing shareholding pattern as on June 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 June 30, 2025, are as under:

Transferor Company - pre-amalgamation shareholding pattern as on June 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	19,37,44,040	0	19,37,44,040	75.00
	Sub Total (A) (1)	19,37,44,040	0	19,37,44,040	75.00
2	Foreign	0	0	0	0
	Sub Total (A) (2)	0	0	0	0
	Total Shareholding of Promoter and Promoter	19,37,44,040	19,37,44,040	19,37,44,040	75.00
	Group (A) = (A) (1) + (A) (2)

34 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
(B)	Public Shareholding
1	Institutions (Domestic)
(a)	Mutual Funds	2,36,572	0	2,36,572	0.09
(b)	Alternative Investment Funds	15,49,550	0	15,49,550	0.60
(c)	Banks	0	0	0	0.00
(d)	Insurance Companies	0	0	0	0.00
(e)	Provident Fund / Pension Fund	0	0	0	0.00
(f)	Sovereign Wealth Fund	0	0	0	0.00
(g)	NBFCs registered with RBI	64,000	0	64,000	0.02
(h)	Other Financial Institutions	0	0	0	0
	Sub-Total (B) (1)	18,50,122	0	18,50,122	0.72
(2)	Institution (Foreign)
(a)	Foreign Portfolio Investors – Category -I	7,65,111	0	7,65,111	0.30
(b)	Foreign Portfolio Investors –	0	0	0	0.00
	Category -II
(c)	Foreign Institutional Investors	0	0	0	0.00
	Sub-Total (B) (2)	7,65,111	0	7,65,111	0.30
(3)	Central Government/ State Government(s)/
	President of India
(a)	Central Government / President of India	0	0	0	0.00
	Sub-Total (B) (3)	0	0	0	0.00
4	Non-Institutions
(a)	Key Managerial Personnel	0	0	0	0.00
(b)	Investor Education and Protection Fund (IEPF)	0	0	0	0.00
(c)	Resident Individuals holding nominal share capital up	2,91,15,614	0	2,91,15,614	11.27
	to`2 lakhs
(d)	Resident Individuals holding nominal share capital in	1,59,58,525	0	1,59,58,525	6.18
	excess of`2 lakhs
(e)	Non Resident Indians (NRIs)	13,94,012	0	13,94,012	0.54
(f)	Foreign Nationals	0	0	0	0.00
(g)	Bodies Corporate	1,20,17,911	0	1,20,17,911	4.65
(h)	Director or Director’s Relatives	0	0	0	0.00
(i)	Overseas Corporate Bodies	0	0	0	0.00
(j)	Clearing Members	4,747	0	4,747	0.00
(k)	HUF	25,48,532	0	25,48,532	0.99
(l)	LLP	9,27,386	0	9,27,386	0.36
(m)	Trusts	0	0	0	0.00
	Sub-Total (B) (4)	6,19,66,727	0	6,19,66,727	23.99
	Total Shareholding of Public Shareholding	6,45,81,960	0	6,45,81,960	25.00
	(B) = (B)(1) + (B)(2) + (B)(3) + B(4)
C	Custodian/DR Holder
1	*Custodian/DR Holder	0	0	0	0.00
2	Employee Beneft Trust	0	0	0	0
	*Total Shareholding of Custodian / DR Holders	0	0	0	0.00
	(C) = C(1) + C (2)
	TOTAL =(A)+(B)+(C)	25,83,26,000	0	25,83,26,000	100.00

Note:

Certain shares held by the Promoter and Promoter Group of the Transferor Company are subject to “encumbrance” as defined under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time.

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Transferee Company - pre-amalgamation shareholding pattern as on June 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	0	0	0	0
	Sub Total (A) (1)	0	0	0	0
2	Foreign	1,66,33,81,052	0	1,66,33,81,052	67.57
	Sub Total (A) (2)	1,66,33,81,052	0	1,66,33,81,052	67.57
	Total Shareholding of Promoter and Promoter	1,66,33,81,052	0	1,66,33,81,052	67.57
	Group (A) = (A) (1) + (A) (2)
(B)	Public Shareholding
1	Institutions (Domestic)
(a)	Mutual Funds	19,45,49,175	59,235	19,46,08,410	7.91
(b)	Alternative Investment Funds	1,32,82,322	0	1,32,82,322	0.54
(c)	Banks	70,805	8,808	79,613	0.00
(d)	Insurance Companies	20,65,42,425	8,250	20,65,50,675	8.39
(e)	Provident Fund / Pension Fund	4,07,00,687	0	4,07,00,687	1.65
(f)	Sovereign Wealth Fund	51,53,529	0	51,53,529	0.21
(g)	NBFCs registered with RBI	42,653	31,082	73,735	0.00
(h)	Other Financial Institutions	0	21,000	21,000	0
	Sub-Total (B) (1)	46,03,41,596	1,28,375	46,04,69,971	18.70
(2)	Institution (Foreign)
(a)	Foreign Portfolio Investors –	17,19,24,368	0	17,19,24,368	6.98
	Category -I
(b)	Foreign Portfolio Investors –	1,10,81,955	0	1,10,81,955	0.45
	Category -II
(c)	Foreign Institutional Investors	0	61,275	61,275	0.00
	Sub-Total (B) (2)	18,30,06,323	61,275	18,30,67,598	7.44
(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	5,64,900	0	5,64,900	0.02
(b)	Investor Education and Protection Fund (IEPF)	46,75,239	0	46,75,239	0.19
(c)	Resident Individuals holding nominal share capital	10,80,53,255	46,66,248	11,27,19,503	4.58
	up to`2 lakhs
(d)	Resident Individuals holding nominal share capital	77,76,919	0	77,76,919	0.32
	in excess of`2 lakhs
(e)	Non Resident Indians (NRIs)	94,52,304	20,18,328	1,14,70,632	0.47
(f)	Foreign Nationals	5,759	15,000	20,759	0.00
(g)	Bodies Corporate	1,29,34,639	2,53,793	1,31,88,432	0.54
(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	37,814	0	37,814	0.00
(k)	HUF	29,58,762	191	29,58,953	0.12
(l)	LLP	13,19,526	0	13,19,526	0.05
(m)	Trusts	53,404	0	53,404	0.00
	Sub-Total (B) (4)	14,78,34,521	69,62,680	15,47,97,201	6.29
	Total Shareholding of Public Shareholding	79,12,66,164	71,52,330	79,84,18,494	32.43
	(B) = (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)	2,45,59,71,148	71,52,330	2,46,31,23,478	100.00

36 Ambuja Cements Limited

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Transferee Company - post-amalgamation shareholding pattern as on June 30, 2025:

Category	Category of Shareholder	Shares held in	Shares held in	Total Number of	%
		Demat form	Physical form	Shares
(A)	Promoter and Promoter Group
1	Indian	0	0	0	0
	Sub Total (A) (1)	0	0	0	0
2	Foreign	1,66,33,81,052	0	1,66,33,81,052	67.21
	Sub Total (A) (2)	1,66,33,81,052	0	1,66,33,81,052	67.21
	Total Shareholding of Promoter and	1,66,33,81,052	0	1,66,33,81,052	67.21
	Promoter Group (A) = (A) (1) + (A) (2)
(B)	Public Shareholding
1	Institutions (Domestic)
(a)	Mutual Funds	19,45,77,564	59,235	19,46,36,799	7.86
(b)	Alternative Investment Funds	1,34,68,268	0	1,34,68,268	0.54
(c)	Banks	70,805	8,808	79,613	0.00
(d)	Insurance Companies	20,65,42,425	8,250	20,65,50,675	8.35
(e)	Provident Fund / Pension Fund	4,07,00,687	0	4,07,00,687	1.64
(f)	Sovereign Wealth Fund	51,53,529	0	51,53,529	0.21
(g)	NBFCs registered with RBI	50,333	31,082	81,415	0.00
(h)	Other Financial Institutions	0	21,000	21,000	0
	Sub-Total (B) (1)	46,05,63,611	1,28,375	46,06,91,986	18.62
(2)	Institution (Foreign)
(a)	Foreign Portfolio Investors – Category -I	17,20,16,181	0	17,20,16,181	6.95
(b)	Foreign Portfolio Investors – Category -II	1,10,81,955	0	1,10,81,955	0.45
(c)	Foreign Institutional Investors	0	61,275	61,275	0.00
	Sub-Total (B) (2)	18,30,98,136	61,275	18,31,59,411	7.40
(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	5,64,900	0	5,64,900	0.02
(b)	Investor Education and Protection Fund	46,75,239	0	46,75,239	0.19
	(IEPF)
(c)	Resident Individuals holding nominal share	11,16,29,649	46,66,248	11,62,95,897	4.70
	capital up to`2 lakhs
(d)	Resident Individuals holding nominal share	1,09,05,915	0	1,09,05,915	0.44
	capital in excess of`2 lakhs
(e)	Non Resident Indians (NRIs)	96,19,585	20,18,328	1,16,37,913	0.47
(f)	Foreign Nationals	5,759	15,000	20,759	0.00
(g)	Bodies Corporate	1,73,82,248	2,53,793	1,76,36,041	0.71
(h)	Director or Director’s Relatives	0	0	0	0.00
(i)	Overseas Corporate Bodies	0	9,120	9,120	0.00
(j)	Clearing Members	42,561	0	42,561	0.00
(k)	HUF	55,07,294	191	55,07,485	0.22
(l)	LLP	22,46,912	0	22,46,912	0.09
(m)	Trusts	53,404	0	53,404	0.00
	Sub-Total (B) (4)	16,05,14,401	69,62,680	16,74,77,081	6.77
	Total Shareholding of Public	80,42,59,872	71,52,330	81,14,12,202	32.79
	Shareholding (B) = (B) (1) + (B) (2) +
	(B) (3) + B (4)

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Category	Category of Shareholder	Shares held in	Shares held in	Total Number of	%
		Demat form	Physical form	Shares
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	13,23,932	0	13,23,932	0.00
	Holders (C) = C (1) + C (2)
	TOTAL =(A) + (B) + (C)	246,89,64,856	71,52,330	247,61,17,186	100.00

Note:

Certain shares held by the Promoter and Promoter Group of the Transferor Company are subject to “encumbrance” as defined under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time (“SAST Regulations”). Post amalgamation, equity shares issued by the Transferee Company against such shares shall continue to remain under encumbrance as defined under the SAST Regulations.

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

Particulars	Amount
	(in`)
Authorised Share Capital
4176,75,00,000 equity shares of	8353,50,00,000
`2/- each
235,00,00,000 preference shares of	2350,00,00,000
`10/- each
Total	10703,50,00,000
Issued Share Capital
247,64,43,706* equity shares of`2/-	495,28,87,412
each fully paid up
Total	495,28,87,412
Subscribed and Paid-Up Share
Capital
247,61,17,186 * equity shares of`2/-	495,22,34,372
each fully paid up#
Total	495,22,34,372

• 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 orders passed by NCLT in C.A. (CAA)/49 (AHM) 2025, dated September 25, 2025, and October 9, 2025, inter alia , directing the Transferee Company to convene the meeting of its equity shareholders;

• (ii) Copy of C.A. (CAA)/49 (AHM) 2025 (with annexures) jointly filed by the Companies before NCLT, along with the application dated September 29, 2025, filed on behalf of the Companies, for Speaking to Minutes, in respect of order dated September 25, 2025, in C.A. (CAA)/49 (AHM) 2025;

• (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 June 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/RVE/02/2019/103) to the Board of Directors of Sanghi Industries Limited ( 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 Sanghi Industries Limited ( Fairness Opinion 1 );

• (x) Copy of the valuation report, dated December 17, 2024, issued by GT Valuation Advisors Private Limited, Registered Valuer (IBBI Registration No. IBBI/ RV-E/05/2020/134) to the Board of Directors of the Ambuja Cements Limited ( Valuation Report 2 );

• (xi) 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 Ambuja Cements Limited ( Fairness Opinion 2 );

38 Ambuja Cements Limited

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• (xii) 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;

• (xiii) Copy of the report of the Audit Committee of Sanghi Industries Limited dated December 17, 2024;

• (xiv) Copy of the report of the Committee of Independent Directors of Sanghi Industries Limited dated December 17, 2024;

• (xv) Copy of the resolution passed by the Board of Directors of Sanghi Industries Limited dated December 17, 2024;

• (xvi) Copy of the resolution passed by the Mergers and Acquisitions Committee of Ambuja Cements Limited dated December 17, 2024;

• (xvii) Copy of the report of the Audit Committee of Ambuja Cements Limited dated December 17, 2024;

• (xviii) Copy of the report of the Committee of Independent Directors of Ambuja Cements Limited dated December 17, 2024;

• (xix) Copy of the resolution passed by the Board of Directors of Ambuja Cements Limited dated December 17, 2024;

• (xx) Copies of the Complaint Report dated March 25, 2025 and updated Complaint Report dated June 16, 2025, submitted by Sanghi Industries Limited to NSE and the Complaint Report dated March 6, 2025, submitted by Sanghi Industries Limited to BSE;

• (xxi) Copies of the Complaint Report dated March 25, 2025 and updated Complaint Report dated June 16, 2025, submitted by Ambuja Cements Limited to NSE and the Complaint Report dated March 6, 2025, submitted by Ambuja Cements Limited to BSE;

• (xxii) Copy of no-objection/no adverse observation letters issued by NSE and BSE, both dated July 17, 2025, to the Companies;

• (xxiii) Details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Sanghi Industries Limited, its promoters and directors” as on June 30, 2025;

• (xxiv) Details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Ambuja Cements Limited, its promoters and directors” as on June 30, 2025;

• (xxv) Copy of the Statutory Auditors’ certificate dated December 17, 2024, issued by S R B C & Co LLP, Statutory Auditors of the Transferor Company under Section 133 of the Act;

• (xxvi) 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;

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• (xxvii) 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;

• (xxviii) 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;

• (xxix) Copies of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies, along with the challan, both dated September 26, 2025 and October 10, 2025;

• (xxx) Copy of the certificate, dated September 8, 2025, issued by Hemangi & Associates, Chartered Accountants, certifying the outstanding amount to the unsecured creditors of the Transferor Company as on June 30, 2025;

• (xxxi) Copy of the certificate, dated September 8, 2025, issued by Hemangi & Associates, Chartered Accountants, certifying the outstanding amount to the unsecured creditors of the Transferee Company as on June 30, 2025; and

• (xxxii) Details in respect of the particulars mentioned/ stipulated in: (i) clause h) of the no-objection letter dated July 17, 2025, received from NSE; and (ii) clause 8. of the no adverse observation letter dated July 17, 2025, received from BSE Limited.

  • 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), (xx), (xxi), (xxii), (xxiii), (xxiv), (xxvii), (xxviii) and (xxxii) 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 October 10, 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.

39

Annexure 1

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40 Ambuja Cements Limited

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48 Ambuja Cements Limited

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50 Ambuja Cements Limited

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51

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52 Ambuja Cements Limited

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53

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54 Ambuja Cements Limited

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55

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56 Ambuja Cements Limited

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57

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58 Ambuja Cements Limited

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59

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60 Ambuja Cements Limited

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61

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62 Ambuja Cements Limited

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63

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64 Ambuja Cements Limited

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65

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66 Ambuja Cements Limited

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67

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68 Ambuja Cements Limited

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69

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70 Ambuja Cements Limited

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71

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72 Ambuja Cements Limited

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73

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74 Ambuja Cements Limited

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75

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76 Ambuja Cements Limited

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77

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78 Ambuja Cements Limited

Annexure 2

79

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80

Ambuja Cements Limited

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81

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82 Ambuja Cements Limited

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83

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84 Ambuja Cements Limited

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85

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86 Ambuja Cements Limited

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87

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88 Ambuja Cements Limited

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89

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90 Ambuja Cements Limited

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91

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92 Ambuja Cements Limited

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93

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94 Ambuja Cements Limited

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95

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96 Ambuja Cements Limited

97

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98

Ambuja Cements Limited

99

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100 Ambuja Cements Limited

101

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102 Ambuja Cements Limited

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103

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104 Ambuja Cements Limited

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105

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106 Ambuja Cements Limited

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107

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108 Ambuja Cements Limited

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109

Annexure 3

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110

Ambuja Cements Limited

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111

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112 Ambuja Cements Limited

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113

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114 Ambuja Cements Limited

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115

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116 Ambuja Cements Limited

Annexure 4

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117

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118 Ambuja Cements Limited

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119

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120 Ambuja Cements Limited

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121

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122 Ambuja Cements Limited

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123

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124 Ambuja Cements Limited

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125

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126 Ambuja Cements Limited

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127

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128 Ambuja Cements Limited

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129

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130 Ambuja Cements Limited

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131

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132 Ambuja Cements Limited

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133

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134 Ambuja Cements Limited

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135

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136 Ambuja Cements Limited

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137

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138

Ambuja Cements Limited

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139

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140 Ambuja Cements Limited

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Annexure 5

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141

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142 Ambuja Cements Limited

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143

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144 Ambuja Cements Limited

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145

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146 Ambuja Cements Limited

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147

Annexure 6

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148 Ambuja Cements Limited

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149

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150 Ambuja Cements Limited

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151

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152 Ambuja Cements Limited

Annexure 7

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153

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154 Ambuja Cements Limited

Annexure 8

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155

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156 Ambuja Cements Limited

Annexure 9

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Date: 16[th] June, 2025

To,

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400051

Scrip Code: SANGHIIND

Sub: Reply to the query/clarification sought in the matter of Scheme of Arrangement of Sanghi Industries Limited (Transferor Company) with Ambuja Cements Limited (Transferee Company) and their respective Shareholders (“Scheme”)

Ref: 1) Email from Mr. Mohit Nainani, NSE with captioned “NSE- Draft scheme of arrangement filed by "Ambuja Cements Ltd" and "Sanghi Industries Ltd" dated 11th June, 2025

2) Our response dated 14[th] June 2025

Dear Sir,

With regard to the captioned subject matter and in continuation of our response submitted vide 12th June 2025, kindly note below our response on with the necessary documents / clarifications:

Query 2

Kindly provide as on date complaint report along with details of complaints and supporting documents.

Reply:

Response:

As per SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June 2023, the Company is required to submit a “Report on Complaints” containing the details of complaints/comments received on the draft scheme within 7 days of expiry of 21 days from the date of filing of the draft scheme with Stock Exchanges and its hosting on the website of the Stock Exchanges.

The draft Scheme was hosted by NSE Limited on its website on 28th February 2025, and the 21 days period expired on 21st March 2025. Accordingly, the Company submitted the

Adani Corporate House, Shantigram, Nr. Vaishnodevi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382421 Gujarat, India Ph +91 79-2656 5555 www.sanghicement.com

CIN:

157

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initial Report on Complaints in the prescribed format as per the SEBI Master Circular.

Further, in compliance with the SEBI requirements, we submit herewith the updated Complaint Report covering the period from 21st March 2025 till date i.e. 16th June 2025, as per the prescribed format.

In addition to the complaints outlined in the Complaint Report (Annexure 1), Ambuja Cements Limited (Transferee Company) also received a query from Mrs. Arju Poddar through the Registrar of Companies, Ahmedabad, Gujarat, via a letter dated 2nd June 2025. The Transferee Company responded to this query on 6th June 2025. Copies of the correspondence are enclosed herewith as Annexure 2.

We request you to kindly take the Complaint Report on record and provide the “No Objection” at the earliest to enable us to proceed with filing the Scheme with the Hon’ble National Company Law Tribunal (NCLT).

We request you to kindly take the above on your record. Thanking you,

Yours faithfully,

For, Sanghi Industries Limited

Pranjali Dubey Company Secretary

Encl : As above.

Adani Corporate House, Shantigram, Nr. Vaishnodevi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382421 Gujarat, India Ph +91 79-2656 5555 www.sanghicement.com

CIN:

158 Ambuja Cements Limited

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Report on Complaints

	Part A
S.	Particulars	Number
No.
1	Number of Complaints received directly	1
2	Number of Complaints forwarded by Stock	0
	Exchange
3	Total Number of Complaints/ comments	1
	received (1+2)
4	Number of Complaints resolved	1
5	Number of Complaint pending	0
	Part B
S.	Name of Complaint Date of Complaint	Status
No. 1 I	Mrs. Arju Poddar* 02.06.2025 I	Responded

Adani Corporate House, Shantigram, Nr. Vaishnodevi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382421 Gujarat, India Ph +91 79-2656 5555 www.sanghicement.com

CIN:

159

Annexure 10

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160 Ambuja Cements Limited

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Annexure 11

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Ambuja Cements Limited

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163

Annexure 12

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Date: 16[th] June, 2025

To,

National Stock Exchange of India Limited

‘Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 Symbol: AMBUJACEM

• Sub.: Requirements for in principle approval of the Scheme of Arrangement of Sanghi Industries Limited (Transferor Company) with Ambuja Cements Limited (Transferee Company) and their respective Shareholders

• Ref.: 1) Email from NSE dated 11[th] June 2025 with captioned “NSE- Draft scheme of arrangement filed by "Ambuja Cements Ltd" and "Sanghi Industries Ltd"

2) Our response dated 12[th] June 2025

Dear Sir / Madam,

With regard to the captioned subject matter and in continuation of our response submitted vide 12[th] June 2025, kindly note below our response on with the necessary documents / clarifications:

Query 2

Kindly provide as on date complaint report along with details of complaints and supporting documents

Response:

As per SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June 2023, the Company is required to submit a “Report on Complaints” containing the details of complaints/comments received on the draft scheme within 7 days of expiry of 21 days from the date of filing of the draft scheme with Stock Exchanges and its hosting on the website of the Stock Exchanges.

The draft Scheme was hosted by NSE Limited on its website on 28[th] February 2025, and the 21 days period expired on 21[st] March 2025. Accordingly, the Company submitted the initial Report on Complaints in the prescribed format as per the SEBI Master Circular.

Further, in compliance with the SEBI requirements, we submit herewith the updated Complaint Report covering the period from 21[st] March 2025 till date i.e. 16[th] June 2025, as per the prescribed format.

In addition to the complaints detailed in the Complaint Report (Annexure 1) , we also received a query from Mrs. Arju Poddar through the Registrar of Companies, Ahmedabad, Gujarat, vide letter dated 2nd June 2025. The Company responded to this query on 6th June 2025. Copies of the correspondence are enclosed herewith as Annexure 2 .

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

164 Ambuja Cements Limited

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We request you to kindly take the Complaint Report on record and provide the “No Objection” at the earliest to enable us to proceed with filing the Scheme with the Hon’ble National Company Law Tribunal (NCLT).

We request you to kindly take the above on your record.

Thanking you,

Yours faithfully, For Ambuja Cements Limited Manish Mistry Company Secretary & Compliance Officer

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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			Report on Complaints
			Part A
	S.		Particulars	Number
	No.
	1		Number of Complaints received directly	1
	2		Number of Complaints forwarded by Stock	0
			Exchange
	3		Total Number of Complaints/ comments	1
			received (1+2)
	4		Number of Complaints resolved	1
	5		Number of Complaint pending	0
			Part B
I	S. No. 1	I	Name of Complaint Date of Complaint Mrs. Arju Poddar* 02.06.2025	Status Responded

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

166 Ambuja Cements Limited

Annexure 13

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Ref: NSE/LIST/ 46371/46373

The Company Secretary Ambuja Cements Limited

Kind Attn.: Mr. Manish Mistry

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July 17, 2025

The Company Secretary Sanghi Industries Limited Kind Attn.: Ms. Pranjali Dubey

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Dear Sir/Madam,

Sub: Observation Letter for draft scheme of arrangement amongst Sanghi Industries Limited (“SIL”) and Ambuja Cements Limited (“ACL”) and their respective shareholders and creditors under Section 230-232 and other applicable provisions of the Companies Act, 2013.

We are in receipt for captioned draft Scheme of arrangement filed by Ambuja Cements Limited and Sanghi Industries Limited.

Based on our letter reference no. NSE/LIST/46371/46373 dated March 17, 2025, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated July 15, 2025 has inter alia given the following comment(s) on the draft scheme of arrangement:

• 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 with the Stock Exchange, 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 circulars issued from time to time.

• d) The Company shall ensure that the entities involved in the Scheme shall duly comply with various provisions of the Circular and also ensure that all the liabilities of the Transferor Company are transferred to the Transferee Company.

• e) The Company shall ensure that all the information pertaining to all the Unlisted Companies involved, if any 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.

• f) 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.

This Document is Digitally Signed

Signer: SAILI MOHAN KAMBLE Date: Thu, Jul 17, 2025 10:59:50 IST Location: NSE

Non-Confidential

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Continuation Sheet

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Ref: NSE/LIST/46371/46373

July 17, 2025

• g) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.

• h) Both the Companies shall ensure 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. Need for the amalgamation, Rationale of the scheme and swap ratio, Synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.

• ii. Details of Revenue, PAT and EBIDTA of a1l the companies involved in the Scheme for last 3 years.

• iii. Value of Assets and liabilities of Transferor Companies that are being transferred to Transferee company and post-merger balance sheet of Transferee Company.

Name of Shares Share Shares being Classification Detailed Shareholder held in Exchange allotted in ACL in ACL Justification for SIL Ratio (Promoter/ Classification Public) Promoter and Promoter group Public Shareholders

• iv. No Objection Certificate (NOC) from the lending scheduled commercial banks/ financial institutions/ debenture trustees as per para A(2)(k) of Part— I of SEBI Master Circular.

• v. Disclose all pending actions against the entities involved in the scheme, its promoters/ directors/ KMPs and possible impact of the same on the Transferee Company and its current status.

• vi. Financial implication of merger on promoters, minority shareholders and the entities involved in the scheme.

• vii. Undertaking that promoters of SIL which are to be reclassified as public shareholders in ACL, post-merger, are not related to Transferee company, Subsidiary or Associate of Transferee Company and promoters/directors/KMPs of Transferee Company or of its subsidiaries or associate.

• viii. Latest Complaint report.

This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Date: Thu, Jul 17, 2025 10:59:50 IST Location: NSE

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Non-Confidential

168 Ambuja Cements Limited

Continuation Sheet

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Ref: NSE/LIST/46371/46373

July 17, 2025

• i) The Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• j) 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.

• k) 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.

• l) 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.

• m) The Company shall ensure to comply with all the applicable provisions of Companies Act, 2013 rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• n) The Company shall ensure that the listed entity(ies) involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

• o) 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.

• p) Please note that the submission of documents/information, in accordance with the Circular to SEBI, should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

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 National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

This Document is Digitally Signed

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Signer: SAILI MOHAN KAMBLE Date: Thu, Jul 17, 2025 10:59:50 IST Location: NSE

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Non-Confidential

169

Continuation Sheet

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Ref: NSE/LIST/46371/46373

July 17, 2025

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from July 17, 2025, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Saili Kamble Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: SAILI MOHAN KAMBLE Date: Thu, Jul 17, 2025 10:59:50 IST Location: NSE

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Non-Confidential

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Ambuja Cements Limited

Annexure 14

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172 Ambuja Cements Limited

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Annexure 15

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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 Sanghi Industries 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 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 of June 30, 2025, the Company had a total provision of Rs. 102.09 Crores, 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 of June 30, 2025, such claims amounted to a total of Rs. 259.87 Crores. 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 the above, there are other cases which are filed by the Company which relates to majorly land disputes, cheque bouncing cases, criminal cases, labor issues, etc.

The following annexures are enclosed:

• (i) Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Sanghi Industries 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 Sanghi Industries Limited as at June 30, 2025

(a) Demands from Government Authorities

In 2001, the Company entered into a Water Purchase Agreement with Gujarat Water Supply and Sewerage Board (“ GWSSB ”). As per the agreement, GWSSB had given an advance of Rs. 15 Crores to the Company for setting up of the desalination plant and supply of 20 Lakh Liters of potable water per day to GWSSB @ Rs.30 per 1000 Liters. The advance given by GWSSB was to be adjusted against the water supplied by the Company. It was alleged that the Company was required to submit a Fixed Deposit Receipt (“ FDR ”) with a maturity value of Rs. 15 Crores which is disputed by the Company. Subsequently, GWSSB stopped taking water from the Company from the year 2009. GWSSB initiated Arbitration Proceedings for recovery of advance given and filed a claim of Rs. 29.79 Crores before the Arbitrator, which includes Rs.23.62 Cr. towards interest on FDR, Rs.4.32 Cr. towards short supply and Rs.1.85 cr. towards the expenditure incurred by GWSSB for supply of water. The matter is to be listed for final hearing.

(b) Investigation by Director General (Investigation & Registration)

The DG (IR) suo moto filed Preliminary Investigation Report under MRTP Act against Cement Manufacturing Association and numerous other cement companies on the basis of the press reports published in the month of May 2006 in Bangalore and Delhi editions of the Economics Times with respect to pricing of cement at such locations. The Monopolies and Restrictive Practices Commission passed an order dated August 6, 2007 granting the DG’s application to conduct an enquiry against the Respondents to determine the veracity of the Preliminary Investigation Report (PIR) and directed the Respondents to file replies to the notice of enquiry. A PIRhas been filed by the DG(I&R) before the Competition Appellate Tribunal. The Company has filed an application seeking its deletion as a party from the matter since no allegation has been raised in the report against the Company. Next date of hearing is yet to be notified.

(c) Green Cess

The Government of Gujarat had passed Green Cess Act, 2011 levying a green cess of Rs 0.02 on every unit of energy generated using conventional sources from both public and private enterprises. The Company among other industries challenged the Act before the Hon'ble Gujarat High Court and the Hon'ble High Court quashed the Act stating that it is unconstitutional. The State Government has challenged the order of the Hon’ble Gujarat High Court before the Supreme Court. Next date of hearing is yet to be notified.

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(d) Matters pertaining to Electricity Regulations

The company used construction power by installation of 500 KVA and 1000 KVA DG Sets in year 1995-96 and applied for Electricity Duty Exemption for 10 years, which authority rejected stating that Company had not starting manufacturing activities. In the year 2002, the Company started manufacturing of clinker based on the DG Based Power Plant and applied for Electricity Duty exemption for a period of 10 years from 2002 to 2012. However, the authorities considered the exemption period of 10 years from 18.11.1995 upto 17.11.2005 and thereafter, issued demand notice on 02.03.2006 and 01.04.2006 for payment of Electricity of Rs.2,42,59,278 for the period from 18.11.2005 to January 2006 and Rs.87,72,000/- towards electricity duty for the month of February 2006. The Company has filed an SCA for quashing and setting aside the demands raised by the authorities with the contention that the period of 10 years will be expiring on 12.04.2012. The Company has made a provision of Rs. 53,66,32,974/- and an amount of Rs. 176,63,27,711/- has been disclosed as contingent liability.

(e) Indirect Taxes related matters

The Company’s contingent tax liability 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 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 . Disputed tax issues that are classified as remote are not disclosed as contingent liabilities by the Company.

Of the contingent tax liability of Rs. 53 Crore, the key disputed liabilities were:

• Excise & Service Tax - Rs.30 Crore pertains to denial of credit on differential CVD paid on Coal, denial of credit on Iron & Steel - used in Fabrication of Capital Goods, denial of credit on coal used in captive power plant, Differential Excise Duty demand on VAT Incentive.

• Customs - Rs.14 Crore related to Demand of custom duty on imported steam coal

• GST - Rs.7 Crore Demand of GST for availing ineligible Input credit.

• GST Compensation Cess - Rs 2 Crore Claim of Cess Refund against Zero Rated Supply under GST.

(f) Civil Recoveries

There are a total of 12 other cases pending before Civil Courts and High Courts wherein a total stake of Rs. 65.56 Crores out of which there is a provision of Rs. 3.02 Crores, contingent liability of Rs. 2.34 crores and remote of Rs. 60.20 Crores. The matters include civil recoveries by private parties and claims made by distributors and other civil cases.

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(g) Other disputes

• (i) Land related matters: There are a total of 2 land related matters pending before the Hon. High Courts and Civil Courts involving pending N.A. assessment charges on factory land and rehabilitation.

• (ii) Cheque bouncing matter: There are 21 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 across the country.

• (iii) There are other miscellaneous commercial claims against the Company.

• (iv) 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

Details of litigation in respect of Mr. Ajay Kapur, Director of the Company in relation to Ambuja Cements Limited are provided below. There are no other litigation pending against other Directors.

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.

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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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

Details of litigations in respect of Ambuja Cements Limited, Promoter of the Company has been provided as under.

(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,

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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 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.

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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 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

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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 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.

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• (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 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

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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.

(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.

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(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 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

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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.

(k) Other disputes

• (v) 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.

• (vi) 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.

• (vii) 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.

• (viii) 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.

• (ix) 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.

• (x) There are cases filed by company for recovery of dues from the vendors/ third parties.

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Annexure 16

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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.

---

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Annexure 17

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Details in respect of the particulars mentioned / stipulated in: (a) clause h) of the noobjection letter, dated July 17, 2025, received from NSE; and (b) clause 8 of the no adverse observation letter, dated July 17, 2025, received from BSE :

1. NSE: Clause h) i. / BSE: Clause 8.i .

Need for the amalgamation, Rationale of the scheme and swap ratio, Synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.

Response:

Sanghi Industries Limited Ambuja Cements Limited (“Transferor Company”) (“Transferee Company”) Need for the Merger:

Transferor Company is engaged in the Transferee Company is among the leading business of manufacturing and selling of cement companies in India, renowned for cement and cement related products. its hassle-free, home-building solutions Transferor Company is having a large fully with its unique sustainable development integrated plant in Kutch, Gujarat, projects and environment-friendly featuring advanced multi-fuel technology practices since it started its operations. and significant limestone reserves. The plant includes a 6.6 MMTPA clinker plant, a Transferor Company is engaged in the 6.1 MMTPA cement plant and 130 MW business of cement manufacturing and captive power plant and 13 MW WHRS marketing various grades of cement. alongwith bulk cement terminal in Gujarat. Transferor Company owns and operates

Transferor Company is engaged in the business of cement manufacturing and marketing various grades of cement. Transferor Company owns and operates integrated plant at Kutch, Gujarat with 6.1 MTPA cement capacity and 6.6 MTPA clinker capacity. Transferor Company also owns limestone mines with reserves of 1 billion tonnes at Sanghipuram, Kutch.

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

The merger of Transferor Company with Transferee Company will result in focused growth, enhancement of manufacturing capacities, operational efficiencies and business synergies.

Rationale of the Scheme:

1. The Transferee Company is the promoter of the Transferor Company and holds 58.08% of the paid-up equity share capital and 100% of the 8% - nonconvertible cumulative redeemable preference shares of the Transferor Company. As both the companies are

2. The Transferee Company is the promoter of the Transferor Company and holds 58.08% of the paid-up equity share capital and 100% of the 8% - nonconvertible cumulative redeemable preference shares of the Transferor Company. As both the companies are

200 Ambuja Cements Limited

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Sanghi Industries Limited Ambuja Cements Limited (“Transferor Company”) (“Transferee Company”) under the same line of business, this under the same line of business, this amalgamation will enable the amalgamation will enable the Transferee Company to absorb the Transferee Company to absorb the business of Transferor Company business of Transferor Company completely for carrying on more completely for carrying on more effectively and beneficially. effectively and beneficially. 2. The Scheme will enable the Transferee 2. The Scheme will enable the Transferee Company to integrate the Transferor Company to integrate the Transferor Company's operations, leading to more Company's operations, leading to more efficient and economical business efficient and economical business management. This includes better management. This includes better resource utilization, reduced overheads, resource utilization, reduced overheads, cost savings, economies of scale, cost savings, economies of scale, elimination of duplicated efforts, and elimination of duplicated efforts, and streamlined compliance requirements streamlined compliance requirements through amalgamation. through amalgamation. 3. The amalgamation will enhance the 3. The amalgamation will enhance the business potential of the Transferor business potential of the Transferor Company, add value to both the Company, add value to both the companies, and ultimately increase the companies, and ultimately increase the shareholders’ value. shareholders’ value.

1. The amalgamation will lead to reduction 4. The amalgamation will lead to reduction and rationalisation of multiple entities and rationalisation of multiple entities in in the group. the group.

2. Upon the Scheme becoming effective, 5. Upon the Scheme becoming effective, certain shareholders belonging to certain shareholders belonging to ‘promoter and promoter group’ of the ‘promoter and promoter group’ of the Company (a) would not hold more than Transferor Company (a) would not hold ten percent of the total voting rights in more than ten percent of the total voting the Transferee Company; (b) do not rights in the Transferee Company; (b) do exercise control over the affairs of the not exercise control over the affairs of Transferor Company and the Transferee the Transferor Company and the Company either directly or indirectly; (c) Transferee Company either directly or do not have any special rights with indirectly; (c) do not have any special respect to the Transferor Company and rights with respect to the Transferor the Transferee Company through any Company and the Transferee Company formal or informal arrangements through any formal or informal including through any shareholder arrangements including through any agreements; (d) do not represent on the shareholder agreements; (d) do not board of directors of the Transferor represent on the board of directors of Company and the Transferee Company the Transferor Company and the including a nominee director; (e) do not Transferee Company including a

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Sanghi Industries Limited Ambuja Cements Limited (“Transferor Company”) (“Transferee Company”) act as a key managerial personnel in the nominee director; (e) do not act as a key Transferor Company and the Transferee managerial personnel in the Transferor Company. Further, the Company and the Transferee Company. Promoters/Persons belonging to the Further, the Promoters/Persons Promoter Group/Persons related to the belonging to the Promoter Promoters Seeking Reclassification, (a) Group/Persons related to the Promoters have not been declared ‘wilful defaulter’ Seeking Reclassification, (a) have not as per the guidelines issued by the been declared ‘wilful defaulter’ as per Reserve Bank of India; and (b) are not the guidelines issued by the Reserve fugitive economic offenders. Bank of India; and (b) are not fugitive Accordingly, such shareholders are economic offenders. Accordingly, such proposed to be reclassified to the shareholders are proposed to be ‘public’ category of the Transferee reclassified to the ‘public’ category of Company upon the coming into effect the Transferee Company upon the of the Scheme, in accordance with the coming into effect of the Scheme, in requirements of Regulation 31A of the accordance with the requirements of SEBI Listing Regulations. Regulation 31A of the SEBI Listing Regulations. Synergies of Business of the entities involved • The Transferor Company is engaged in • The proposed Scheme will enable the the business of manufacturing and Transferee Company to absorb the selling of cement and cement related business of the Transferor Company products. The Transferee Company is and enhance its manufacturing amongst the leading cement companies capacity to carry out the in India, renowned for its hassle-free, manufacturing operations more home building solutions with its unique effectively and seamlessly. sustainable development projects and environment-friendly practices. Taking • Optimized utilization of the combined into consideration the similar line of resources of both the companies will business and growth prospects lead to reduced overhead costs, the available, it is proposed to undertake elimination of redundant tasks, and a the amalgamation of the Transferor decrease in compliance requirements. Company with the Transferee Company. • The amalgamation will result in greater • The amalgamation will enhance the value addition for both companies, business potential of the Transferor ultimately increasing shareholder value. Company, add value to both the companies and ultimately increase the shareholders’ value.

Impact of the Scheme on the Shareholders:

Based on the valuation report issued by BDO Valuation Advisory LLP, and fairness opinion submitted by Vivro Financial Services Pvt. Ltd. and their presentations

For the shareholders of the Transferee Company, the Scheme will result into economies of scale and consolidation of

202 Ambuja Cements Limited

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Sanghi Industries Limited Ambuja Cements Limited (“Transferor Company”) (“Transferee Company”) and considering various factors including opportunities will improve profitability and but not limited to the rational of the enhance overall shareholders’ value. Scheme, salient features and synergies of Upon the Scheme becoming effective, the the business of entities, the proposed equity shares of the Transferor Company scheme is fair and in the best interest of and held by the Transferee Company shall the Shareholders. The proposed stand cancelled and extinguished and in amalgamation will enhance the business lieu thereof, there shall be no allotment of potential of the Transferor Company, add any equity shares in the Transferee value to both the companies and ultimately Company. increase the shareholders’ value. Upon the Scheme becoming effective, Further, upon the Scheme becoming inter-alia containing the issuance of shares effective, the eligible shareholders holding of the Transferee Company to the equity shares of the Transferor Company as shareholders of the Transferor Company on the record date will be allotted the (other than Transferee Company) as per equity shares of the Transferee Company in the Share Exchange Ratio determined by the ratio as stipulated in the Scheme. the independent valuer and reclassification of certain shareholders The public shareholders of Transferor belonging to ‘promoter and promoter Company would get access to a much group’ of the Transferor Company to larger business with greater stability in “public’ category in the Transferee revenue. Transferor Company’s public Company, the same will result in dilution of shareholders would also receive a more holding of promoter group in Transferee liquid stock in form of Transferee Company Company’s shares and in turn will increase equity shares. the public shareholding of the Transferee Company’s shares to that extent.

This will in turn increase the trading stock of the shares of the Transferee Company. Pursuant to the Scheme, all the eligible shareholders of the Transferor Company will get equity shares of the Transferee Company and there will be no change in economic interest of any of the shareholders of the Transferee Company, pre and post Scheme coming into effect.

The proposed amalgamation of the The Scheme involves issue of equity shares Transferor Company with the Transferee of the Transferee Company to the eligible Company in accordance with the terms of shareholders of the Transferor Company. the Scheme would enable both the Further, implementation of the Scheme companies to realise benefits of synergies would involve incurring costs including leading to more efficient and economical administrative costs, statutory dues, cost business management. of transferring the assets, cost of advisors etc. However, the long-term benefits are

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Sanghi Industries Limited	Ambuja Cements Limited
(“Transferor Company”)	(“Transferee Company”)
	expected to outweigh costs towards
	implementation of the Scheme.

2. NSE: Clause h) ii. / BSE: Clause 8.ii .

Details of Revenue, PAT and EBIDTA of all the companies involved in the Scheme for last 3 years.

Response:

Sanghi Industries Limited (“Transferor Company”)

			(Rs. Crore)
Particulars	FY-23	FY-24	FY-25
Revenue / Total Income	947.81	833.95	1,007.40
EBIDTA	5.85	-75.44	105.68
PAT	-325.70	-448.79	-498.37

Ambuja Cements Limited (“Transferee Company”)

(Rs. Crore)

Particulars	FY 24-25 (Financial Year)	FY 23-24 (Financial Year)	FY 22-23 (15 Months)
Revenue from Operations (Rs.)	19453.58	17,919.34	19,985.43
Profit After Tax(Rs.)	3,754.95	2,334.69	2,553.49
Operating EBIDTA	2965.37	3,370.84	3,220.44

1. NSE: Clause h) iii. / BSE: Clause 8.iii .

Value of Assets and liabilities of Transferor Companies that are being transferred to Transferee company and post-merger balance sheet of Transferee Company

Response:

		Post merger Balance Sheet of	Value of Assets &
		the Transferee Company	Liabilities of the
Particulars		(As on 30th June 2025)	Transferor Company being transferred
			(As on 30th June
			2025)
ASSETS
Non-current	assets
a)	Property, Plant and Equipment	13,905.17	2,955.96
b)	Right of use assets	341.20	14.17
c)	Capital work-in-progress	5,774.85	89.04
d)	Goodwill	756.81	540.63

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		Post merger Balance Sheet of	Value of Assets &
		the Transferee Company	Liabilities of the
Particulars		(As on 30th June 2025)	Transferor Company being transferred
			(As on 30th June
			2025)
e)	Other Intangible assets	2,290.76	2,032.00
f)	Intangible assets under development	77.15	-
g)	Investments in subsidiaries and joint ventures	27,414.44	(4,023.30)
h)	Financial Assets	-	-
	i) Investments	9.65	-
	ii) Loans	704.17	-
	iv) Others	2,095.40	(184.86)
i)	Noncurrent tax assets (net)	951.33	1.57
j)	Deferred tax assets	-	-
k)	Other non-current assets	2,108.75	37.37
Sub total - Non-current assets		56,429.68	1,462.58
Current assets
a)	Inventories	2,239.21	431.60
b)	Financial assets	-	-
	i) Investments	-	-
	ii) Trade receivables	911.96	42.91
	iii) Cash and cash equivalents	29.07	0.14
	iv) Bank balances other than (iii) above	573.28	0.01
	v) Loans	2.43	(285.00)
	vi) Other financial assets	655.85	58.25
d)	Current tax assets (net)	-	-
c)	Other current assets	1,702.76	47.93
Sub total - Current assets		6,114.56	295.84
		0.11	-
Assets held for	sale
TOTAL – ASSETS		62,544.35	1,758.42
LIABILITIES
Non-current liabilities
a)	Financial Liabilities
	i) Borrowings	13.91	-
	ii) Lease liabilitiy	256.83	-
	ii) Other financial liabilities	-	-
b)	Provisions	108.62	6.14
c)	Deferred tax liabilities (Net)	1,011.18	512.25
d)	Other non-current liabilities	-	-
Sub total - Non-current liabilities		1,390.54	518.39
Current liabilities
a)	Financial Liabilities
	i) Borrowings	13.40	-
	ii) Trade payables	-	-
		-	-
	Due to micro, small and medium enterprises
	Others	3,133.29	55.31
	iii) Lease liability	87.29	15.00

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		Post merger Balance Sheet of	Value of Assets &
		the Transferee Company	Liabilities of the
Particulars		(As on 30th June 2025)	Transferor Company being transferred
			(As on 30th June
			2025)
	iv) Other financial liabilities	4,084.48	84.53
b)	Other current liabilities	2,368.04	434.23
c)	Provisions	36.20	3.25
d)	Current Tax Liabilities (Net)	1,816.24	-
Sub total - Current liabilities		11,538.94	592.32
Total Liabilities		12,929.48	592.32
TOTAL - ASSETS	OVER LIABILITY	49,614.87	647.71

Name of	Shares held	Share	Shares being	Classification in	Detailed
Shareholder	in	Exchange	allotted in	Transferee	justification for
	Transferor	Ratio	Transferee	Company	classification
	Company		Company	(Promoter/Public)
		Promoter and Promoter		Group
SZF Private	68,84,000	12:100	8,26,080	Public	The
Limited					Promoters/Persons
					belonging to	the
					Promoter
					Group/Persons
					related to	the
					Promoters Seeking
					Reclassification,
					would : (a) not hold
					more than	ten
					percent of	the
					total voting rights
					in the Transferee
					Company; (b)	do
					not exercise
					control over	the
					affairs of	the
					Transferor
					Company and	the
					Transferee
					Company either
					directly	or
					indirectly; (c)	do
					not have	any
					special rights with
					respect to	the
					Transferor
					Company and	the
					Transferee
					Company through

206 Ambuja Cements Limited

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Name of	Shares held	Share	Shares being	Classification in	Detailed
Shareholder	in	Exchange	allotted in	Transferee	justification for
	Transferor	Ratio	Transferee	Company	classification
	Company		Company	(Promoter/Public)
					any formal	or
					informal
					arrangements
					including through
					any shareholder
					agreements; (d) do
					not represent	on
					the board	of
					directors of	the
					Transferor
					Company and	the
					Transferee
					Company including
					a nominee
					director; (e) do	not
					act as a	key
					managerial
					personnel in	the
					Transferor
					Company and	the
					Transferee
					Company. Further,
					the
					Promoters/Persons
					belonging to	the
					Promoter
					Group/Persons
					related to	the
					Promoters Seeking
					Reclassification,
					(a) have not been
					declared ‘wilful
					defaulter’ as	per
					the guidelines
					issued by	the
					Reserve Bank	of
					India; and (b)	are
					not fugitive
					economic
					offenders.
					Accordingly,
					reclassification	of
					the
					Promoters/Persons
					belonging to	the

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Name of	Shares held	Share	Shares being	Classification in	Detailed
Shareholder	in	Exchange	allotted in	Transferee	justification for
	Transferor	Ratio	Transferee	Company	classification
	Company		Company	(Promoter/Public)
					Promoter
					Group/Persons
					related to	the
					Promoters Seeking
					Reclassification		of
					the Transferor
					Company from
					‘Promoter	and
					Promoter Group’
					category to ‘Public’
					category in	the
					Transferee
					Company has been
					contemplated
					upon the coming
					into effect of	this
					Scheme,		in
					accordance with
					the requirements
					of Regulation	31A
					of the SEBI LODR.
Sanghi	17,54,000	12:100	2,10,480	Public	- As above -
Threads
Private
Limited
Sanghi	22,87,500	12:100	2,74,500	Public	- As above -
Filaments
Private
Limited
Sanghi Poly	14,82,500	12:100	1,77,900	Public	- As above -
Zips Private
Limited
Sanghi	16,75,000	12:100	2,01,000	Public	- As above -
Synthetics
Private
Limited
Alpha	16,75,000	12:100	2,01,000	Public	- As above -
Zippers
Private
Limited
Fancy	14,68,750	12:100	1,76,250	Public	- As above -
Zippers
Private
Limited

208 Ambuja Cements Limited

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Name of	Shares held	Share	Shares being	Classification in	Detailed
Shareholder	in	Exchange	allotted in	Transferee	justification for
	Transferor	Ratio	Transferee	Company	classification
	Company		Company	(Promoter/Public)
Balaji	27,75,000	12:100	3,33,000	Public	- As above -
Zippers
Private
Limited
SKK Zippers	35,75,000	12:100	4,29,000	Public	- As above -
Private
Limited
Maruti	14,68,750	12:100	1,76,250	Public	- As above -
Fastners
Private
Limited
Thinkfar	0	12:100	0	Public	- As above -
Tradelink
Private
Limited
Sanghi	0	12:100	0	Public	- As above -
Polymers
Private
Limited
Samruddhi	0	12:100	0	Public	- As above -
Investors
Services
Private
Limited
Shri Ravi	24,12,800	12:100	2,89,536	Public	- As above -
Sanghi
Shri Gireesh	13,42,478	12:100	1,61,097	Public	- As above -
Kumar
Sanghi
Smt. Alka	10,74,150	12:100	1,28,898	Public	- As above -
Sanghi
Shri Ashish	26,39,710	12:100	3,16,765	Public	- As above -
Sanghi
Shri Gaurav	26,47,300	12:100	3,17,676	Public	- As above -
Sanghi
Shri Ram	1,87,000	12:100	22,440	Public	- As above -
Sharan
Sanghi
Smt.	1,40,250	12:100	16,830	Public	- As above -
Kamala Rani
Sanghi
Ms Aarti	3,43,750	12:100	41,250	Public	- As above -
Sanghi

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Name of	Shares held	Share	Shares being	Classification in	Detailed
Shareholder	in	Exchange	allotted in	Transferee	justification for
	Transferor	Ratio	Transferee	Company	classification
	Company		Company	(Promoter/Public)
Smt. Anita	0	12:100	0	Public	- As above -
Sanghi
Ms Ekta	0	12:100	0	Public	- As above -
Gupta
Shri Aditya	0	12:100	0	Public	- As above -
Sanghi
Shri Alok	0	12:100	0	Public	- As above -
Sanghi
Shri Gireesh	78,66,000	12:100	9,43,920	Public	- As above -
Sanghi HUF
Flarezeal	0	12:100	0	Public	- As above -
Solutions
LLP
Ambuja	15,00,45,102	12:100	0	Not Applicable	Shareholding of
Cements					Ambuja will stand
Limited					cancelled on
					effectiveness of
					the proposed
					Scheme
Public Shareholders
Public	6,45,81,960	12:100	77,49,835	Public	Not Applicable
Total	25,83,26,000	12:100	1,29,93,708	-	-

4. NSE: Clause h) iv. / BSE: Clause 8.iv .

No Objection Certificate (NOC) from the lending scheduled commercial banks/ financial institutions/ debenture trustees as per para A(2)(k) of Part— I of SEBI Master Circular.

Response:

There are no secured creditors in Transferor Company and Transferee Company and hence, the requirement is not applicable.

5. NSE: Clause h) v. / BSE: Clause 8.v .

Disclose all pending actions against the entities involved in the scheme, its promoters/directors/ KMPs and possible impact of the same on the Transferee Company and its current status.

210 Ambuja Cements Limited

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Response:

The details of ongoing litigations against the Transferor and Transferee Companies and its promoters/directors/KMPs are as per Annexure “Y” (Colly.) , to the joint Company Application.

It may also be noted that there are no possible impact of the said pending actions/litigations on the shareholders of Transferee Company.

6. NSE: Clause h) vi. / BSE: Clause 8.vi .

Financial implication of merger on promoters, minority shareholders and the entities involved in the scheme.

Response:

Upon the Scheme becoming effective, the equity shareholders of the Transferor Company (other than the Transferee Company to the extent of equity shares held by it in the Transferor Company) shall become the shareholders of the Transferee Company in the manner as stipulated in clause 2.3 of the Scheme. Further, under the Scheme, the shareholding of the Promoters/Persons belonging to the Promoter Group/Persons related to the Promoters Seeking Reclassification shall be reclassified from ‘Promoter and Promoter Group’ category to ‘Public’ category in the Transferee Company in terms of the applicable provisions of the Act and rules made thereunder, SEBI ICDR Regulations, SEBI LODR and other applicable regulations notified under the SEBI Act and other applicable provisions under the applicable Laws.

Other than this, there does not seem to be any financial implications on Promoters, Public Shareholders and the Companies involved.

7. NSE: Clause h) vii. / BSE: Clause 8.vii .

Undertaking that promoters of SIL which are to be reclassified as public shareholders in ACL, post-merger, are not related to Transferee company, Subsidiary or Associate of Transferee Company and promoters/directors/KMPs of Transferee Company or of its subsidiaries or associate.

Response:

The Transferee Company undertakes that promoters of Transferor Company which are to be reclassified as public shareholders in the Transferee Company as stated in the proposed Scheme, post-merger, are not related to the Transferee company, Subsidiary or Associate of the Transferee Company and promoters/directors/KMPs of the Transferee Company or of its subsidiaries or associate.

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1. NSE: Clause h) viii. / BSE: Clause 8.viii .

Latest Complaint report.

Response:

Latest Complaint Reports of the Transferor Company and Transferee company are enclosed herewith as Annexure “U” (Colly.) and Annexure “W” (Colly.) respectively, to the Joint Company Application.

---

212 Ambuja Cements Limited

Annexure 18

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214 Ambuja Cements Limited

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216 Ambuja Cements Limited

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217

Annexure 19

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218 Ambuja Cements Limited

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222 Ambuja Cements Limited

Annexure 20

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28[th] July 2025

To, To, BSE Limited National Stock Exchange of India Limited PJ Towes, Dalal Street Exchange Plaza, Bandra - Kurla Complex, Mumbai – 400 001 Bandra (E), Mumbai – 400 051. Scrip Code: 526521 NSE Symbol: SANGHIIND

Sub.: Outcome of Board Meeting held on 28[th] July 2025 and submission of Unaudited Financial Results for the quarter ended 30[th] June 2025 as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

Pursuant to the provisions of Regulation 33 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulation”), we wish to inform you that the Board of Directors of Sanghi Industries Limited (the “Company”), at its meeting held today i.e. 28[th] July 2025 has considered and approved the Unaudited Financial Results of the Company for the quarter ended 30[th] June 2025.

The Unaudited Financial Results of the Company for the quarter ended 30[th] June 2025 along with the Limited Review Report issued by the Statutory Auditors are enclosed herewith.

The Board Meeting commenced at 05:00 p.m. and concluded at 05:50 p.m.

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

Kindly take the above on your record.

Thanking you,

Yours faithfully,

For Sanghi Industries Limited

Pranjali Digitally signed by Pranjali Dubey Date: 2025.07.28 Dubey 17:53:22 +05'30' Pranjali Dubey Company Secretary & Compliance Officer

Encl.: as above

Sanghi Industries Limited Registered Office: Adani Corporate House, Shantigram, Nr. Vaishnodevi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382421 Gujarat, India Ph +91 79-2656 5555 www.sanghicement.com

CIN: L18209GJ1985PLC157787

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229

Annexure 21

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31[st] July 2025

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

• Sub.: Outcome of Board Meeting held on 31[st] July 2025 and submission of Unaudited Financial Results (Standalone and Consolidated) for the quarter ended 30th June 2025 as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

Pursuant to the provisions of Regulation 33 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulation”), we wish to inform you that the Board of Directors of Ambuja Cements Limited (the “Company”), at its meeting held today i.e. 31[st] July 2025 has inter-alia considered and approved the following:

• Unaudited Financial Results (Standalone and Consolidated) of the Company for the quarter ended 30[th] June 2025.

• Based on the recommendation of the Audit Committee, the Board of Directors of the Company approved the appointment of Mr. Shobhit Dwivedi as the internal auditor of the Company, as required under applicable law with effect from 1[st] October 2025 in place of Mr. Mithlesh Satija who ceases to be the Internal Auditor on account of his superannuation on 30[th] September 2025.

The Unaudited Financial Results (Standalone and Consolidated) of the Company for the quarter ended 30th June 2025 along with the Limited Review Report issued by the Statutory Auditors and the details as required to be disclosed with respect to the change in the internal auditor of the Company under Regulation 30 of the SEBI Listing Regulations read with all the relevant circulars issued by SEBI are enclosed herewith.

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

230 Ambuja Cements Limited

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The Board Meeting commenced at 11:00 a.m. and concluded at 01:30 p.m.

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

Kindly take the same on record.

Thanking you,

Yours Sincerely,

For Ambuja Cements Limited

Manish Digitally signed by Manish Vinodchandra Vinodchandra Mistry Date: 2025.07.31 13:37:48 Mistry +05'30' Manish Mistry Company Secretary & Compliance Officer

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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Annexure

Details of change in Internal Auditor

S.	Particulars	Appointment		Cessation	Cessation
No.
1	Name of the Company	Ambuja Cements Limited
2	Name of the Auditor	Mr. Shobhit Dwivedi	Mr. Mithlesh Satija
3	Reason for change viz.	Appointment as Internal	To	be	ceased	as
	appointment, reappointment,	Auditor of the Company	Internal		Auditor	on
	resignation, removal, death or		account		of	his
	otherwise.		superannuation
4	Date of appointment/	1stOctober 2025	30thSeptember 2025
	reappointment/cessation (as
	applicable) and term of
	appointment/re-appointment.
5	Brief Profile (in case of	Mr. Shobhit Dwivedi holds	Not	Applicable
	appointment).	the position of Sector
		Head and Vice President
		in the Risk and Audit
		function of the Adani
		Group. He serves as the
		Chief Audit Executive for
		Adani's Energy (T&D),
		Media, Petrochemical, Oil
		& Gas, and Aviation
		businesses. He is a
		member of the Board Risk
		Committee of NDTV and
		designated as Chief Risk
		Officer. He has over 19
		years of experience in
		Governance, Risk and
		Compliance domain.
		Demonstrated history of
		working with Big 4s and
		across multiple industries
		including utility industry,

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

258 Ambuja Cements Limited

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			adan
			Cement
adani Ambuja Cement			adani Cement
S.	Particulars	Appointment	Cessation
No.
		infrastructure, real estate,
		manufacturing, e-
		commerce, retail and
		BFSI. Strong accounting
		professional background
		with C.A, Certified Fraud
		Examiner (CFE), Certified
		Anti Money Laundering
		Specialist (ACAMS),
		Certified Information
		system Auditor (ICASA),
		Certified Internal Auditor
		(CIA), NCFM, M. Com, Lead
		Auditor ISO 14001 &
		45001 on Environment
		and Occupational safety
		and holds a certificate on
		ESG.
6	Disclosure of relationships	Not Applicable	Not Applicable
	between Directors (in case of
	appointment of a director).

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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