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29[th] March 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 the Company) pursuant to the Order passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Hon’ble Tribunal”) in respect of Scheme of Amalgamation of Adani Cementation Limited (Transferor Company) with Ambuja Cements Limited (Transferee Company)

Dear Sir/Madam,

We wish to inform you that as directed by the Hon’ble Tribunal pursuant to the Order dated March 28, 2025, a meeting of the Equity Shareholders of the Transferee Company shall be held on Friday, May 02, 2025 at 11:00 a.m. (1100 hours) IST through Video Conferencing (“ VC ”)/Other Audio Visual Means (“ OAVM ”), to consider, and if thought fit, approve the Scheme of Amalgamation of Adani Cementation Limited with the Transferee Company (“ Scheme ”).

We enclose herewith 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 to the Explanatory Statement (“ Notice ”). The same are 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 March 24, 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|250328011|
|Cut-off Date for E-Voting|Friday, April 25, 2025|
|Start Date and Time|Monday, April 28, 2025, at 9:00 a.m. IST (0900|
|hours)|
|End Date and Time|Thursday, May 1, 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 has 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 Vinodchandra Vinodchandr Mistry Date: 2025.03.29 a Mistry 19:19:11 +05'30' Manish Mistry Company Secretary & Compliance Officer

Encl.: as above

NOTICE - EQUITY SHAREHOLDERS AMBUJA CEMENTS LIMITED

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

MEETING OF THE EQUITY SHAREHOLDERS

WHICH ALSO CONSISTS PUBLIC SHAREHOLDERS OF

AMBUJA CEMENTS LIMITED

(convened pursuant to the order dated March 28, 2025

passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench)

MEETING:

MEETING:
Day	Friday
Date	May 2, 2025
Time	11:00 a.m. IST (1100 hours)
Mode	Through Video Conference/Other Audio-Visual Means
REMOTE E-VOTING:
Start Date and Time	Monday, April 28, 2025 at 9:00 a.m. IST (0900 hours)
End Date and Time	Thursday, May 1, 2025 at 5:00 p.m. IST (1700 hours)
Cut-off Date for E-Voting	Friday, April 25, 2025

E-VOTING DURING THE MEETING

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

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INDEX

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Sr. No. Contents Page No.
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1.	Notice convening the meeting of the equity shareholders (which also consists public	04
	shareholders) of Ambuja Cements Limited under the directions of the Hon’ble National Company
	Law Tribunal, Ahmedabad Bench
2.	Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act,	14
	2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)
	Rules, 2016
3.	Annexure 1	42
	Scheme of Amalgamation of Adani Cementation Limited with Ambuja Cements Limited under
	Sections 230 to 232 and other applicable provisions of the Companies Act, 2013
4.	Annexure 2	71
	Copy of the valuation report dated June 27, 2024, issued by CA Roshan Nilesh Vaishnav,
	Registered Valuer (IBBI Registration No. IBBI/RV/06/2019/11653) to the Board of Directors of
	the holding company of Adani Cementation Limited, viz. Adani Enterprises Limited (Valuation
	Report 1)
5.	Annexure 3	92
	Copy of the fairness opinion issued by Kunvarji Finstock Private Limited, a SEBI registered
	Category – I Merchant Banker, to the Board of Directors of the holding company of Adani
	Cementation Limited viz. Adani Enterprises Limited (Fairness Opinion 1)
6.	Annexure 4	103
	Copy of the valuation report dated June 27, 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 Ambuja Cements Limited (Valuation Report 2)
7.	Annexure 5	117
	Copy of the fairness opinion issued by IDBI Capital Markets & Securities Limited, a SEBI
	registered merchant banker, to the Board of Directors of Ambuja Cements Limited, in respect of
	the Valuation Report 2 (Fairness Opinion 2)
8.	Annexure 6	123
	Summary of 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
9.	Annexure 7	126
	Copy of the No Complaint Report dated August 29, 2024, submitted by Ambuja Cements
	Limited to National Stock Exchange of India Limited
10.	Annexure 8	128
	Copy of the No Complaint Report dated August 16, 2024, submitted by Ambuja Cements Limited
	to BSE Limited
11.	Annexure 9	130
	Copy of the no-objection letter dated January 1, 2025, from National Stock Exchange of India
	Limited to Ambuja Cements Limited
12.	Annexure 10	134
	Copy of the no adverse observations letter dated January 1, 2025, from BSE Limited to Ambuja
	Cements Limited

2 AMBUJA CEMENTS LIMITED

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Sr. No. Contents Page No.
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13.	Annexure 11	138
	Details of “ongoing adjudication & recovery proceedings, prosecution initiated, and all other
	enforcement action taken, if any, against Ambuja Cements Limited, its promoters and directors”
14.	Annexure 12	151
	Details in respect of the particulars mentioned/stipulated in: (a) clause i) of the no-objection
	letter, dated January 1, 2025, received from NSE; and (b) clause h) of the no adverse observation
	letter, dated January 1, 2025, received from BSE
15.	Annexure 13	166
	Copy of the report adopted by the Board of Directors of Adani Cementation Limited, pursuant to
	the provisions of Section 232(2)(c) of the Companies Act, 2013
16.	Annexure 14	170
	Copy of the report adopted by the Board of Directors of Ambuja Cements Limited, pursuant to
	the provisions of Section 232(2)(c) of the Companies Act, 2013
17.	Annexure 15	174
	Copy of the unaudited fnancial results of Adani Cementation Limited for the quarter ended
	December 31, 2024
18.	Annexure 16	185
	Copy of the unaudited fnancial results of Ambuja Cements Limited for the quarter ended
	December 31, 2024
19.	Annexure 17	210
	The applicable information of Adani Cementation Limited in the format specifed for abridged
	prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India
	(Issue of Capital and Disclosure Requirements) Regulations, 2018

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH

C.A. (CAA)/ 9 (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 Amalgamation

Adani Cementation Limited (“Transferor Company”)

with

Ambuja Cements Limited (“Transferee Company”)

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.

CIN: L26942GJ1981PLC004717 … APPLICANT NO. 2 / 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 March 28, 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 Amalgamation of Adani Cementation Limited (hereinafter referred to as the “Applicant No. 1” or the

“Transferor Company” as the context may admit) with the Transferee Company (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 Friday, May 2, 2025 at 11:00 a.m. (1100 hours) IST through Video Conference ( “VC” )/Other Audio-Visual Means ( “OAVM” ) (hereinafter referred to as the “Meeting” ) in compliance with the applicable provisions of the Companies Act; General Circulars No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 20/2020 dated May 5, 2020; No. 22/2020 dated June 15, 2020; No. 33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 10/2021 dated June 23, 2021; No. 20/2021 dated December 8, 2021; No. 21/2021 dated December 14, 2021; No. 2/2022 dated May 5, 2022; No. 10/2022 dated December 28, 2022; No. 9/2023 dated September 25, 2023; and No. 9/2024 dated September 19, 2024 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

4 AMBUJA CEMENTS LIMITED

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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 Amalgamation of Adani Cementation Limited with Ambuja Cements Limited ( “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 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 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 Monday, March 24, 2025;

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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-amalgamation-acl, 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 the date of the Meeting from the registered office of the Transferee Company at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India; or by sending a request, along with the details of your shareholding, by email at [email protected]; or from the office of its advocates, M/s. Singhi & Co., Singhi House, 1, Magnet Corporate Park, Off Sola Bridge, S. G. Highway, Ahmedabad – 380 059, Gujarat, India;
e) The Transferee Company has extended the remote e-voting facility for its equity shareholders, which also consists of the Public Shareholders, to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting are appended to the Notice. The equity shareholders, which also consists of the Public Shareholders, opting to cast their votes by remote e-voting or e-voting during the Meeting are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions from Monday, April 28, 2025 at 9:00 a.m. IST (0900 hours) to Thursday, May 1, 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 Meeting, first download the votes cast during the Meeting and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and submit his combined report to the Chairman of the Meeting. The scrutinizer will also submit a separate report with regard to the result of the remote e-voting and e-voting during the Meeting in respect of the Public Shareholders (which term shall have the meaning as assigned to it under Rule 2(e) of the Securities Contracts (Regulation) Rules, 1957, in compliance with Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 issued by Securities and Exchange Board of India). The scrutinizer’s decision on the validity of the votes shall be final. The results of the votes cast through remote e-voting and e-voting during the Meeting including separate results of the remote e-voting and e-voting during the Meeting exercised by the Public Shareholders (which term shall have the meaning as assigned to it under Rule 2(e) of the Securities Contracts (Regulation) Rules, 1957), will be announced on or before close of business hours on Monday, May 5, 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 March 29, 2025

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

6 AMBUJA CEMENTS LIMITED

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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 [email protected] 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.

(e) In terms of the MCA Circulars and the Order passed by the NCLT, the aforesaid Particulars are being sent through electronic mode to those equity shareholders of the Transferee Company whose e-mail IDs are registered with MUFG Intime/depositories/the Transferee Company. The aforesaid Particulars are being sent to those equity shareholders of the Transferee Company whose email IDs are registered and whose names appear in the register of members/list of beneficial owners on Monday, March 24, 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 63 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 [email protected]. Further, all the documents mentioned in clause 63 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 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

Cement

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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.

(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, April 25, 2025.
(n) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the MUFG Intime/depositories/ Transferee Company as on the Cut-Off Date only shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting.
(o) In case of joint holders, an equity shareholder whose name appears higher in the order of names as per the Register of Members of the Transferee Company will be entitled to vote at the Meeting, provided the votes are not already cast through remote e-voting.
(p) All grievances connected with the facility for voting by electronic means may be addressed to [email protected] or call on 1800 21 09911 .

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.

8 AMBUJA CEMENTS LIMITED

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(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-comefirst-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 [email protected]. The speaker registration will be open during Friday, April 25, 2025 (9:00 a.m. IST) to Monday, April 28, 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.

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 No. 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 Monday, April 28, 2025 (9:00 a.m. IST) and ends on Thursday, May 1, 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, April 25, 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.

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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:

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Type of
Login Method
shareholders
Individual equity 1) Users who have opted for CDSL’s Easi / Easiest facility, can login through their
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Type of shareholders Individual equity	1)	Login Method Users who have opted for CDSL’s Easi / Easiest facility, can login through their
shareholders		existing user id and password. Option will be made available to reach e-voting page
holding securities		without any further authentication. The URLs for users to login to Easi / Easiest are
in Demat mode		https:// web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on
with CDSL		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/myeasi/Registration/ EasiRegistration
	4)	Alternatively, the user can directly access e-voting page by providing demat
		account number and PAN from an e-voting link available onwww.cdslindia.com
		home page or click onhttps://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.
Individual equity	1)	If the user is already registered for NSDL IDeAS facility:
shareholders		a) Please visit the e-services website of NSDL. Open web browser by typing the
holding securities		following URL:https://eservices.nsdl.comeither on a personal computer or on
in demat mode		a mobile.
with National Securities Depository Limited (“NSDL”)		b) Once the home page of e-services is launched, click on the “Benefcial 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.
	2)	If the user is not registered for IDeAS e-services:
		a) The option to register is available athttps://eservices.nsdl.com.
		b) Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/
		SecureWeb/IdeasDirectReg.jsp

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Type of
Login Method
shareholders
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	3) E-voting website of NSDL:
	a) Visit the e-voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a personal computer or on a mobile.
	b) Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
	c) A new screen will open. User will have to enter his/her user id (i.e. user’s sixteen digit demat account number held with NSDL), Password/OTP and a verifcation code as shown on the screen.
	4) After successful authentication, user will be redirected to NSDL depository site wherein the user can see e-voting page. Click on company name or e-voting service provider name and the user will be redirected to e-voting service provider website for casting the vote during the remote e-voting period or for joining the Meeting and voting during the Meeting.
Individual equity shareholders holding securities in demat mode withDepository Participants User can also login using the login credentials of his/her demat account through user’s depository participant registered with NSDL/CDSL for e-voting facility. Once logged in, user will be able to see e-voting option. Once the user clicks on e-voting option, the user will be redirected to NSDL/CDSL Depository site after successful authentication, wherein the user can see e-voting feature. Click on company name or e-voting service provider name and the user will be redirected to e-voting service provider website for casting the vote during the remote e-voting period or 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.

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

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

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

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

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

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

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b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. [email protected].
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.
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; [email protected], if they have voted from individual tab and not uploaded the same in the CDSL e-voting system for the scrutinizer to verify the same.

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

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

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

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

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH

C.A. (CAA)/ 9 (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 Amalgamation

of

Adani Cementation Limited (“Transferor Company”)

with

Ambuja Cements Limited (“Transferee Company”)

AMBUJA CEMENTS LIMITED ,

CIN: L26942GJ1981PLC004717 … APPLICANT NO. 2 /

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

Pursuant to the Order dated March 28, 2025 passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (hereinafter referred to as the “NCLT” ), in C.A. (CAA)/ 9 (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” ) is being convened through Video Conference ( “VC” )/Other Audio-Visual Means ( “OAVM” ), on Friday, May 2, 2025 at 11:00 a.m. (1100 hours), for the purpose of considering, and if thought fit, approving the Scheme of Amalgamation of Adani Cementation Limited (hereinafter referred to as the “Transferor Company” )
with the Transferee Company (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 their respective meetings, all held on June 27, 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 amalgamation of the Transferor Company with the Transferee Company, with effect from the Appointed Date (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.
In terms of the Order, the quorum of the meeting of the equity shareholders of the Transferee Company shall be in accordance with the provisions of Section 103(1) (a)(iii) of the Companies Act, which shall be 30 (thirty) equity shareholders. Equity shareholders attending the meeting through VC/OAVM, either by themselves or through their authorised representative, shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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 Friday, May 2, 2025 at 11:00 a.m. (1100 hours) for the purpose of considering, and if thought fit, approving the arrangement

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

The scrutinizer appointed for conducting the remote e-voting and e-voting during the Meeting will however submit his separate report to the Chairman of the Transferee Company or to the person so authorised by him after completion of the scrutiny of the remote e-voting and e-voting during the Meeting cast by the Public Shareholders so as to announce the results

of the remote e-voting and e-voting during the Meeting exercised by the Public Shareholders of the Transferee Company. In terms of the SEBI Schemes Master Circular, the Scheme shall be acted upon only if the votes cast by the Public Shareholders through remote e-voting and e-voting during the Meeting in favour of the resolution for approval of Scheme are more than the number of votes cast by the Public Shareholders against it.

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

Particulars of the Applicant No. 1/Transferor Company

The Transferor Company was incorporated on December 6, 2016, as Adani Cementation Limited with the Registrar of Companies, Gujarat, as a public limited company, under the provisions of the Act. The Corporate Identification Number of the Transferor Company is U74999GJ2016PLC094589. The Permanent Account Number of the Transferor Company is AAOCA9850D. The Transferor Company is a wholly owned subsidiary of Adani Enterprises Limited (hereinafter referred to as “AEL” ). The equity shares of AEL 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” . Adani Cement Industries Limited (hereinafter referred to as “ACIL” ) is a wholly owned subsidiary of the Transferor Company. ACIL is engaged in the business of cement manufacturing and selling various grades of cement. The Transferor Company, AEL and ACIL are part of Adani Group of companies.
The registered office of the Transferor Company was situated at Adani House, 56 Shrimali Society, Navrangpura, Ahmedabad - 380 009, Gujarat, India. Thereafter, with effect from June 23, 2020, the registered office of the Transferor Company was shifted to Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar,

Cement

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Ahmedabad – 382 421, Gujarat, India. Except as stated, there has been no change in the registered office address of the Transferor Company since last 5 years. The e-mail address of the Transferor Company is [email protected].
The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The main objects of the Transferor Company are as follows:

“III

[A] THE MAIN OBJECT OF THE COMPANY TO BE PURSUED ON ITS INCORPORATION IS:
To carry on business as manufacturers, producers, processors, makers, convertors, refiners, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockists, agents, sub-agents, merchants, distributors, consignors, jobbers, brokers, concessionaires or otherwise all types of cements viz. ordinary, white, colored, portland, Pozzolana, Aluminum, Blast furnace, Silica, and all other varieties of cement products or allied products viz. lime and limestone, concrete, ready mix concrete, clinker, clay, whiting, plasters, gypsum, sagole, repifix cement, kankar gravel, sand, minerals, earth, artificial stone and/or by-products thereof and to undertake all activities for the purpose of making cement products, asbestos cement sheets, hum pipes and cement related other products and to own, charter, lease, hire and or deal in all kinds of cements plants, apparatus, mining equipments, handing equipments, other equipments, motor vehicles, dumpers, RMC mixture vehicles as may be necessary or convenient for carrying on the manufacture of cement and mining operations.
[B] MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III (A) ARE:
To enter into partnership or any arrangement for sharing or pooling profits, amalgamations, union of interest, co-operation, joint venture, reciprocal concessions or to amalgamate with any person or company carrying on or engaged in or about to carry on or engaged in any business, undertaking or transactions which this company is authorised to carry on or engaged in any business, undertaking or transactions which may seem capable of being carried on or conducted, so as directly or indirectly, to benefit the company.
To acquire or amalgamate, absorb or merge with any other company or companies or to form, promote subsidiaries having objects altogether or in part similar to those of this company.
Subject to applicable provisions of the Companies Act to evolve scheme for restructuring or arrangement, to amalgamate or merge or to enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture of reciprocal concession with any person or persons, partnership firm/firms, or company carrying on or engaged in any business or transaction with the company is authorised to carry on or engaged in.”

There has been no change in the main object clause of the Transferor Company since last 5 (five) years.

The Transferor Company, through its wholly owned subsidiary, is engaged in the business of cement manufacturing and selling various grades of cement. The Transferor Company is the lessee of limestone mine, with resources of about 275 million tonnes spread over an area of about 238 Hectares, at Lakhpat, Gujarat. The Transferor Company is also proposing to set up a grinding unit at Raigad, Maharashtra.
The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on January 31, 2025, was as under:

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Amount
Particulars
(in L )
----- End of picture text -----

Authorised Share Capital
50,000 equity shares of	5,00,000
I10/- each
Total	5,00,000
Issued, subscribed and paid-up
Capital
50,000 equity shares of	5,00,000
I10/- each
Total	5,00,000

Particulars of the Applicant No. 2/Transferee Company

The Transferee Company was incorporated on October 20, 1981, as Ambuja Cements Private Limited with the Registrar of Companies, Gujarat, as a private limited company, under the provisions of the Companies Act, 1956. Its name was changed to (i) Ambuja Cements Limited on March 19, 1983, pursuant to its conversion into a public limited company; (ii) Gujarat Ambuja Cements Limited on May 19, 1983; and (iii) Ambuja Cements Limited on April 5,

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

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The authorised, issued, subscribed and paid-up share capital of the Transferee Company as on January 31, 2025, was as under:

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

Amount
Particulars
(in L )
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Authorised Share Capital
4,001,75,00,000 equity shares	8,003,50,00,000
ofI2/- each
15,00,00,000 preference	150,00,00,000
shares ofI10/- each
Total	8153,50,00,000
Issued Share Capital
246,34,49,998* equity shares	492,68,99,996
ofI2/- each fully paid up
Total	492,68,99,996
Subscribed and Paid-Up Share
Capital 246,31,23,478 equity shares of I2/- each fully paid up# Total*	492,62,46,956 492,62,46,956

The issued and paid-up share capital includes 13,23,932 equity shares represented by 13,23,932 global depository receipts as on January 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.

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

The Rationale for the Scheme is as under:
(a) The Scheme will enable the Transferee Company to absorb the business of the Transferor Company and enhance its manufacturing capacity to carry out the manufacturing operation more effectively and seamlessly.
(b) The business of the Transferor Company will be carried on more efficiently and economically. Further, improved utilisation of the combined resources of both the aforesaid companies would result in lowering the overheads and elimination of duplication of work and reduction in compliance requirements.
(c) The amalgamation will help the Transferee Company to quickly start the construction activity at various sites of the Transferor Company and that of the wholly owned subsidiary of the Transferor Company.
(d) The amalgamation would lead to enhanced value addition for both the aforesaid companies and consequently the value for shareholders will increase.

Relationship among Companies who are parties to the Scheme

The Transferor Company is a wholly owned subsidiary of AEL. ACIL is a wholly owned subsidiary of the Transferor Company. The Transferor Company, AEL and ACIL are part of Adani Group of companies. The Transferee Company is also a part of Adani Group of companies.

Corporate Approvals

The draft Scheme along with the valuation report, recommending fair equity share exchange ratio in respect of the proposed Scheme, dated June 27, 2024, issued by CA Roshan Nilesh Vaishnav, Registered Valuer (IBBI Registration No. IBBI/RV/06/2019/11653) to the Board of Directors of the holding company of the Transferor Company, viz. AEL (hereinafter referred to as the “Valuation Report 1” ), among other documents, were placed before the Board of Directors of the Transferor Company at its meeting held on June 27, 2024. A fairness opinion issued by Kunvarji Finstock Private Limited, a SEBI registered Category – I Merchant Banker (hereinafter referred to as the “Fairness Opinion 1” ), to the Board of Directors of the holding company of the Transferor Company, viz. AEL, in respect of the Valuation Report 1, was also placed before the Board of Directors of the Transferor Company. Copies of the (i) Valuation Report 1, dated June 27, 2024; and (ii) Fairness Opinion 1, dated June 27, 2024, are enclosed as Annexure 2 and Annexure 3 , respectively.

Based on the aforesaid, the Board of Directors of the Transferor Company approved the Scheme at its meeting held on June 27, 2024. The meeting of the Board of Directors of the Transferor Company, held on June 27, 2024, was attended by three (3) directors, namely, Mr. Alok Srivastava (DIN: 09540606), Mr. Ajay Kapur (DIN: 03094416) and Mr. Harsh Maheshwari (DIN: 10664885), who attended the meeting in person. None of the directors of the Transferor Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors who attended and voted at the meeting.

The draft Scheme along with the valuation report, recommending share exchange ratio in respect of the proposed Scheme, dated June 27, 2024, issued by GT Valuation Advisors Private Limited, Registered

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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 June 27, 2024; (ii) Fairness Opinion 2, dated June 27, 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.

The draft Scheme along with the Valuation Report 2, among other documents, were placed before the Committee of Independent Directors of the Transferee Company. The Fairness Opinion 2 was also placed before the Committee of Independent Directors of the Transferee Company.

The Committee of Independent Directors of the Transferee Company after due deliberations and, 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.

The draft Scheme, Valuation Report 2, the Fairness Opinion 2 and the report of the Committee of Independent Directors, amongst others, were placed before the Audit Committee of the Transferee Company at its meeting held on June 27, 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.

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 June 27, 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 June 27, 2024. The meeting of the Board of Directors of the Transferee Company, held on June 27, 2024, was attended by seven (7) directors, namely, Mr. Gautam Adani (DIN: 00006273), Chairman; Mr. Karan Adani (DIN: 03088095), Non-Executive Director; Mr. Ajay Kapur (DIN: 03096416), Whole Time Director; Mr. Rajnish Kumar (DIN: 05328267), Independent Director; Mr. Maheshwar Sahu (DIN: 00034051), Independent Director; Mr. Ameet Desai (DIN: 00007116), Independent Director; and Mr. M R Kumar (DIN: 03628755), Independent Director, who attended the meeting through Video conferencing. None of the directors of the Transferee Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors who attended and voted at the meeting.

Approvals and actions taken in relation to the Scheme

NSE was appointed as the Designated Stock Exchange by the Transferee Company for the purpose of co-ordinating with SEBI for obtaining approval of SEBI in accordance with SEBI Schemes Master Circular.
The Transferee Company had by its two separate letters, both dated July 8, 2024, applied to the Stock Exchanges for their no-objection to the Scheme. Thereafter, certain information/details/queries were sought/raised by NSE/BSE and the same were submitted/addressed by the Transferee Company.
As required by the SEBI Schemes Master Circular, the Transferee Company had filed its No Complaint Report with the NSE on August 29, 2024, and with BSE on August 16, 2024. Copies of the No Complaint Report submitted by the Transferee Company, dated August 29, 2024, and August 16, 2024, to NSE and BSE, respectively, are enclosed as Annexure 7 and Annexure 8, respectively.
In terms of Paragraph A.2.k) of Part-I of the SEBI Schemes Master Circular, No Objection Certificate from the lending scheduled commercial banks/ financial institutions/debenture trustees, from not less than 75% of the secured creditors in value is required to be obtained. It is submitted that the Transferee Company had no secured creditors on the date of the aforesaid applications filed by it with the Stock Exchanges or even as on date. Hence, no such No Objection Certificate is required to be obtained by

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the Transferee Company in terms of SEBI Schemes Master Circular.

The Transferee Company received no-objection/no adverse observation letter regarding the Scheme from NSE and BSE, both dated January 1, 2025, conveying their no-objection/no adverse observation for filing the Scheme with NCLT.

By the said letter dated January 1, 2025, NSE communicated the following observations of SEBI to the Transferee Company:

“

a) The Company shall ensure that the proposed scheme of amalgamation and arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) 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.
c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.
d) The Company shall ensure that entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/authorities/tribunal.
e) The Company shall ensure compliance with the SEBI Circular issued from time to time.
f) The Companies involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023 and ensure that all the liabilities of Transferor Companies are transferred to the Transferee Company.
g) The Company shall ensure that information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR

Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

h) 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.
i) The Company 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 so that public shareholders can make an informed decision in the matter:
i. Need for the merger, Rationale of the scheme, 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 Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.
iii. Pre and Post scheme shareholding of ACL and Ambuja as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
iv. Capital built-up of ACL since incorporation and last 3 years shareholding pattern filed by ACL with ROC.
v. Details of Revenue, PAT and EBIDTA of ACL, Mudhway Mines, Raigad grinding unit, ACIL and Transferee Company for last 3 years.
vi. Projections considered for valuation of Ambuja, Mudhway Mines, Raigad griding unit and ACIL.
vii. Justification for growth rate considered for valuation of Ambuja, Mudhway Mines, Raigad grinding unit and ACIL.
viii. Value of Assets and liabilities of ACL that are being transferred to Transferee Company and post-merger balance sheet of Ambuja.

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ix. Rationale for showing shareholders of ACL as promoters in the Transferee company and its compliance with SEBI ICDR Regulations, 2018 and Companies Act, 2013.
x. Details of potential benefits and risks associated with the merger, including integration challenges, market conditions and financial uncertainties.
xi. Financial implication of merger on Promoters, Public Shareholders and companies involved.
xii. Details of present capacity of Mudhway Mines, Raigad Grinding unit and ACIL and their utilization.
xiii. Disclose all pending actions against the entities involved in the scheme and possible impact of the same on the Transferee Company to the shareholders.
j) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.
k) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.
l) The Company shall ensure that the “Scheme” shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.
m) 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.
n) 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.
o) The Company shall ensure that all the applicable additional information shall form part of disclosures to the shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.
p) The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder, including

obtaining the consent from the creditors for the proposed scheme.

q) 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.”

By the said letter dated January 1, 2025, BSE communicated the following observations of SEBI to the Transferee Company:

a) "The proposed composite scheme of amalgamation and arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015."
b) "The Company 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."
c) "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."
d) "The entities involved in the proposed scheme shall ensure not to make changes in the draft scheme subsequent to filing of draft scheme with SEBI by the Company, except those mandated by the regulators/ authorities/tribunal."
e) "The Company shall ensure compliance with the SEBI Circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI master Circular dated June 20, 2023 and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company."
f) "Company 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 the schedule VI of the ICDR Regulations 2018, in the explanatory statement

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or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval."

g) "Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old."
h) "The Company is advised to disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to make an informed decision in the matter:
i. Need for merger, rationale of the scheme, synergies of the business of the Companies involved in the scheme, impact on the scheme on the shareholders and cost benefit analysis of the scheme.
ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.
iii. Pre and Post scheme shareholding of ACL and Ambuja as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
iv. Capital built-up of ACL since incorporation and last 3 years shareholding pattern filed by ACL with ROC.
v. Details of Revenue, PAT and EBIDTA of ACL, Mudhway Mines, Raigad grinding unit, ACIL and Transferee Company for last 3 years.
vi. Projections considered for valuation of Ambuja, Mudhway Mines, Raigad griding unit and ACIL.
vii. Justification for growth rate considered for valuation of Ambuja, Mudhway Mines, Raigad grinding unit and ACIL.
viii. Value of Assets and liabilities of ACL that are being transferred to Transferee Company and post-merger balance sheet of Ambuja.
ix. Rationale for showing shareholders of ACL as promoters in the Transferee company and

its compliance with SEBI ICDR Regulations, 2018 and Companies Act, 2013.

x. Details of potential benefits and risks associated with the merger, including integration challenges, market conditions and financial uncertainties.
xi. Financial implication of merger on Promoters, Public Shareholders and the companies involved.
xii. Details of present capacity of Mudhway Mines, Raigad grinding unit and ACIL and their utilization.
xiii. Disclose all pending actions against the entities involved in the scheme and possible impact of the same on the Transferee Company to the shareholders.
i) "Company shall ensure that the details of the proposed scheme under consideration as provided to the stock exchange shall be prominently disclosed in the notice sent to shareholders."
j) "Company is advised that proposed equity shares proposed to be issued as part of the "Scheme" shall mandatorily be in demat form only."
k) "Company shall ensure that the "Scheme" shall be acted upon subject to the complying with the relevant clauses mentioned in the scheme document."
l) "No changes to the draft scheme except those mandated by the Regulators/ authorities/ tribunals shall be made without specific written consent of SEBI."
m) "Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon'ble NCLT and the Company is obliged to bring the observations to the notice of Hon'ble NCLT."
n) "Company is advised that applicable additional information, if any, to be submitted to SEBI along with the draft scheme of arrangement as advised by BSE email dated January 01, 2025 shall form part of the disclosures to the shareholders."
o) "Company is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme."

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p) "It is to be noted that the petitions are filed by the company before Hon'ble 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 January 1, 2025, received by the Transferee Company from NSE and BSE, respectively, are enclosed as Annexure 9 and Annexure 10 , respectively.

Pursuant to comments by SEBI in the aforesaid observation letters, the Transferee Company brings to the notice of its equity shareholders the details of “Ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Transferee Company, its promoters and directors”. The details in respect of the aforesaid are enclosed as Annexure 11 . The aforesaid details also formed part of the joint Company Application in CA (CAA)/ 9 (AHM)/ 2025, filed by the Companies before NCLT.
Further, the Transferee Company also brings to the notice of its equity shareholders the details in respect of the particulars mentioned/stipulated in: (a) clause i) of the no-objection letter, dated January 1, 2025, received from NSE; and (b) clause h) of the no adverse observation letter, dated January 1, 2025, received from BSE. The details in respect of the aforesaid are enclosed as Annexure 12 .
The public equity shareholders of the holding company of the Transferor Company, viz. AEL, have, inter alia, approved, through postal ballot on November 29, 2024, the arrangement/transaction embodied in the Scheme in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Companies would obtain/cause to be obtained all such other approvals from the Governmental Authority as may be required under Law.
C.A. (CAA)/ 9 (AHM) 2025 along with annexures thereto (which includes the Scheme) was jointly e-filed by the Companies with the NCLT, on March 1, 2025. The hard copy whereof was filed with the NCLT on March 3, 2025.

Salient extracts of the Scheme

Certain clauses of the Scheme are extracted below:
“PART I

1. DEFINITIONS, INTERPRETATION, DATE OF TAKING EFFECT AND SHARE CAPITAL

1.1. Definitions

1.1.4. “Appointed Date” means April 1, 2024.
1.1.7. “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.
1.1.29. “Undertaking” means the Transferor Company and includes all the business, undertakings, assets, properties, investments and liabilities 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) Mining lease in respect of limestone mine, with resources of about 275 million tonnes spread over an area of about 238 Hectares, at Lakhpat, Gujarat;
(b) any and all of its immovable properties (including work in progress) i.e. land together with the buildings and structures standing thereon (whether, leasehold, leave and licensed, right of way, tenancies or otherwise) including offices, guest house, warehouses, workshops, sheds, stores, storages including coal storage, silo, DG room, roads, laboratory, boundary walls, soil filling works, benefits of any rental agreement for any use of premises, share of any joint assets, etc., and all documents (including panchnamas, declarations, receipts, etc.) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interests in connection with the said immovable properties;

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(c) 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, handling equipments, dumpers, excavators, shovel, surface miners, cranes, capital work in progress, electrical fittings, furniture, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, vehicles, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, vehicles, inventory and tools and plants), stock-in-trade, stock-in-transit, raw materials, finished goods, supplies, packaging items, actionable claims, 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.
(d) any and all of its permits, licenses (including factory license), permissions, right of way, approvals, clearances, consents, benefits, registrations including import registrations, rights, entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, 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;

(e) all contracts, agreements including power purchase agreement(s), coal linkages agreement(s), fuel supply agreement(s), consultancy agreements, purchase orders/ service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, bids, tenders, expression of interest, letters of intent, arrangements, understandings, engagements, deeds and instruments, including hire and purchase arrangements, lease/licence agreements, tenancy rights, agreements/ panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/ manufacturer of goods/service providers, other arrangements, undertakings, deeds, bonds, schemes, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise and all rights, title, interests, claims and benefits thereunder;

(f) all intangible assets, including all Intellectual Property Rights and all goodwill attaching to such Intellectual Property Rights;
(g) all rights to use and avail telephones, telexes, 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

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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;

(h) 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;
(i) all insurance policies of the Transferor Company;
(j) all investments, including long term, short term, quoted, unquoted investments in different instruments, including shares, debentures, warrants and bonds, if any;
(k) amounts claimed or to be claimed including the receivables by the Transferor Company from any Governmental Authority;
(l) 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;
(m) any and all of its debts, borrowings and liabilities, present or future, whether secured or unsecured, 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);

(n) all of its staff and employees, if any, and other obligations of whatsoever kind, including liabilities of the Transferor Company, with regard to its 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
(o) all legal proceedings, including quasi-judicial, arbitral and other administrative proceedings of whatsoever nature involving the Transferor Company.

PART II

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

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

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

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delivery and/or by endorsement and delivery or by vesting and recordal of whatsoever nature, or otherwise capable of transfer by delivery of possession, 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 without any further act, instrument or deed. The vesting pursuant to this sub-clause 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 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, 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 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 paid under such agreements by the Transferor Company.

(iv) All immovable properties, estate, assets of the Transferor Company, including land together with the buildings and structures standing thereon and rights, claim, title, authorities and interests in immovable properties including accretions and appurtenances of the Undertaking of whatsoever nature and wherever situate of the Transferor Company, whether freehold or leasehold or 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. 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 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.

(viii) 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

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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

(xii) All Governmental Approvals and other consents, permissions, quotas, rights, authorisations, entitlements, no-objection certificates and licences, including those relating to tenancies, privileges, powers and facilities 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, 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.

Contracts

(xiv) All contracts, deeds, bonds, agreements (including in connection with contracts for services), licences, memoranda of undertakings, memoranda of agreements,

memoranda of agreed points, letters of agreed points, bids, letters of intent, arrangements, undertakings, 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

(xvi) 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

(xvii) With effect from the Effective Date, all the staff and employees of the Transferor Company, if any, who are in such employment as on the Effective Date shall become, and

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be deemed to have become, the staff and employees of the Transferee Company, and, subject to the provisions of the Scheme, on terms and conditions not less favourable than those on which they are engaged by the Transferor Company and without any interruption of or break in service as a result of the transfer and vesting of the Undertaking of the Transferor Company to the Transferee Company. With regard to provident fund, gratuity, superannuation, leave encashment and any other special scheme or benefits, 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.

Inter se Transactions

(xxi) Upon the coming into effect of this Scheme and with effect from the Appointed Date, all inter-se contracts between the Transferor Company and the Transferee Company, if any, shall stand cancelled and cease to operate, 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 there will be no accrual of interest or other charges in respect of any inter se loans, deposits or balances between the Transferor Company and the Transferee Company, if any.

Taxes

(xxiv) 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

(xxv) 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

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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

Consideration

2.3

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 of the Transferor Company in the Transferee Company, the Transferee Company shall, without any further application, act or deed, issue and allot to the equity shareholder(s) of the Transferor Company whose names are recorded in the register of members as a member of the Transferor Company on the Record Date [174] (one hundred seventy four) Transferee Company Shares, credited as fully paid-up, for every [1] (one) equity shares of the face value of I 10/(Rupees Ten only) each fully paid-up held by such member 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 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 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.

2.3.11 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, as the case may be.

2.4 Accounting Treatment

Accounting Treatment in the books of the Transferee Company

2.4.1 The assets acquired and liabilities assumed would be measured using an allocation of the fair value of consideration transferred based upon relative fair values in the books of the Transferee company. As a result, no goodwill, or capital reserves.
2.4.2 To the extent that there are inter-company balances, advances, and other obligations as between the Transferor Company and the Transferee Company the same shall come to an end and corresponding effect shall be given in the books of accounts of the Transferee Company.
2.4.3 The Transferee company shall credit to its share capital account, the aggregate face value of the equity shares issued by it pursuant to this Scheme as per clause 2.3 above and any amount over and above face value will be credited to share premium account of the Transferee Company.
2.4.4 For accounting purpose, the Scheme will be given effect from the date when all substantial conditions are completed.
2.4.5 Any matter not dealt with in this Scheme or herein above shall be dealt with in accordance with the applicable accounting standards prescribed.
2.4.6 Upon the Scheme becoming effective, the Transferee Company shall account for amalgamation in accordance with the principles laid down in Accounting Standards (IND AS) as prescribed under The Companies (Indian Accounting Standards) Rules, 2015.
Accounting Treatment in the books of the Transferor Company

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2.4.7 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 Dissolution 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 I 10/(Rupees Ten only) of the Transferor Company shall stand reclassified/reorganised as 5 (Five) equity share of I 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.

Clause V. of the memorandum of association of the Transferee Company shall, upon this Scheme becoming effective, and without any further act, instrument or deed, be replaced by the following clause:

“The Authorised Share Capital of the Company is I 8153,55,00,000 (Rupees Eight Thousand One Hundred Fifty Three Crores and Fifty Five Lakhs only) divided into 4001,77,50,000 (Four Thousand One Crore and Seventy Seven Lakhs and Fifty Thousand) Equity Shares of I 2/(Rupees Two) each and 15,00,00,000 (Fifteen Crores) Preference Shares of I 10/- (Rupees Ten) each, with power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being, into several classes and to attach thereto such preferential, deferred, qualified, guaranteed or special rights, privileges or conditions as may be determined by or accordance with the Articles of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions, in such manner as may be determined by the Act or the Articles of the Company for the time being.”

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:

(b) the requisite Stock Exchanges Approval having been obtained by the Transferee Company in relation to the Scheme;
(c) the Scheme being approved by the requisite majority of public shareholders of the Transferee Company (by way of e-voting) as required under the SEBI Schemes Master Circular;
(d) 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;
(e) 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;

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(f) the Scheme being approved by the requisite majority of concerned shareholders of AEL in accordance with Regulation 23 of SEBI LODR; and
(g) certified copies of the confirmation orders of the Tribunal confirming/sanctioning the Scheme being filed with the RoC by the respective Companies.”

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

Accounting treatment

The Statutory Auditors of the Transferor Company have issued a certificate to the effect that the accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. The certificate issued by the Statutory Auditors of the Transferor Company is open for inspection as mentioned hereinbelow.
The Statutory Auditors of the Transferee Company have issued a certificate to the effect that the accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. Initially, the Statutory Auditors of the Transferee Company had issued the report/certificate dated July 8, 2024. Pursuant to the clarification sought by NSE, the Statutory Auditors issued the superseded report/ certificate dated August 2, 2024. Thereafter, pursuant to the clarification sought by SEBI, the Statutory Auditors of the Transferee Company issued the further revised report/certificate dated December 26, 2024 in supersession of the earlier reports/certificates dated July 8, 2024 and August 2, 2024, the draft in respect of which was approved by the Audit Committee (through circular resolution dated December 26, 2024); Committee of Independent Directors (through circular resolution dated December 26, 2024); and the Finance Committee of the Directors of the Transferee Company in its meeting held on December 26, 2024. The certificate dated December 26, 2024, issued by the Statutory Auditors of the Transferee Company is open for inspection as mentioned hereinbelow. The report/ certificate dated July 8, 2024, the superseded report/ certificate dated August 2, 2024, earlier issued by the Statutory Auditors of the Transferee Company; the resolutions, all dated December 26, 2024, passed by the Audit Committee, Committee of Independent Directors and the Finance Committee of the Directors of the Transferee Company are also open for inspection as mentioned hereinbelow.

Effect of the Scheme on various parties

The effect of the proposed Scheme on the stakeholders of the Transferor Company, in terms of Rule 6 (3) (vi) and (vii) of the Rules would be as follows:
(a) Shareholders (promoter)
- Upon the Scheme becoming effective, the equity shareholders of 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 authorized share capital of the Transferor Company shall be reclassified/reorganized in the manner as stipulated in clause 2.6 of the Scheme and pursuant to such reclassification/ reorganization, 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 Transferor Company and its shareholders.
(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.

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 and Directors

As stated in clause 2.1.2 (xvii) of the Scheme and with effect from the Effective Date, all the

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staff and employees of the Transferor Company, if any, 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 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, if any, 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 of the Transferor Company and their respective relatives (as defined under the Companies Act, 2013, and the rules framed thereunder) have any material interest in the Scheme, except to the extent that one of the directors, namely, Mr. Ajay Kapur, who is a common director in the Transferee Company and/ or to the extent that the said directors and their respective relatives may be holding shares in the Transferee Company and/or to the extent that the said directors and their respective relatives are the partners, directors, members of the companies, firms, bodies corporate, trustee and/ or beneficiaries of trust that hold shares in the Transferee Company, if any. None of the directors of the Transferor Company and/or their relatives are holding more than two per cent. of the paid-up equity share capital of the Transferee Company.

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

Upon the Scheme becoming effective, the equity shareholders of 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 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. Upon the Scheme becoming effective, the promoter shareholder of the Transferor Company would be classified as ‘promoter group’ within the meaning of Regulation 2(1)(pp)(v) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Thus, under the Scheme, an arrangement is sought to be entered into between the Transferee Company and its 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.

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 Companies Act, 2013, and the rules framed thereunder) of the Transferee Company and their respective relatives (as defined under the Companies Act, 2013, and the rules framed thereunder) have any material interest in the Scheme, except to the extent that one of the directors, namely, Mr. Ajay Kapur, who is a common director in the Transferor Company and/or to the extent that

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the said directors, key managerial personnel and their respective relatives may be holding shares in the Transferee Company and/or to the extent that the said directors, key managerial personnel and their respective relatives are the partners, directors, members of the companies, firms, bodies corporate, trustee and/or beneficiaries of trust that hold shares in the Transferee Company, if any. None of the directors, key managerial personnel of the Transferee Company or their relatives are holding more than two per cent. of the paid-up equity share capital of the Transferee Company.
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 June 27, 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 13 and Annexure 14 , respectively.

Other matters

No investigation proceedings have been instituted or are pending in relation to the Companies under Chapter XIV of the Act or the corresponding provisions of Sections 235 to 251 of the Companies Act, 1956.
To the knowledge of the respective Companies, no winding up proceedings have been filed or are pending against any of the Companies under the Act or under the corresponding provisions of the Companies Act, 1956.
No proceedings are pending under the Act or under the corresponding provisions of the Companies Act, 1956 against any of the Companies.
To the knowledge of the respective Companies, no insolvency proceedings have been filed or are pending against any of the Companies under the Insolvency and Bankruptcy Code, 2016
There is no capital restructuring or debt restructuring being undertaken pursuant to this Scheme.
The joint Company Application, being C.A. (CAA)/ 9 (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 March 1, 2025. The hard copy whereof was filed with the NCLT on March 3, 2025.
The copy of the proposed Scheme has been filed by the respective Companies before the concerned Registrar of Companies, on March 28, 2025 in Form GNL-1.
The unaudited financial results of the Transferor Company and the Transferee Company for the quarter ended December 31, 2024, are enclosed as Annexure 15 and Annexure 16 , respectively.
In terms of the SEBI Schemes Master Circular, the applicable information of the Transferor Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 is enclosed as Annexure 17 .
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-amalgamation-acl, which would be deemed to have been incorporated in the present explanatory statement.
As per the books of accounts of (as on December 31, 2024) the Transferor Company, the amount due to the unsecured creditors is I 31,152.59 lakhs.
As per the books of accounts of (as on December 31, 2024) the Transferee Company, the amount due to the unsecured creditors is I 6,10,611.44 lakhs.
The name and address of the promoter of the Transferor Company, including its shareholding in the Transferor Company as on December 31, 2024, is as under:
(i) Name of the Promoter: Adani Enterprises Limited (including six nominees of Adani Enterprises Limited)
(ii) Address of the Promoter: Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382421, Gujarat

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(iii) Shareholding of promoter of the Transferor Company in the Transferor Company as on December 31, 2024:

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|---|---|---|---|
|Sr.|No. of|% of|
|No.|[Name of Shareholder]|Shares|Shareholding|
|1.|Adani Enterprises Limited*|50,000|100%|

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Including six nominee shareholders of Adani Enterprises Limited.
The name and address of the promoters of the Transferee Company, including their shareholding in the Transferee Company as on December 31, 2024, are as under:

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|---|---|---|---|
|No. of Shares held|
|Sr.|
|No.|[Name and Address of the Promoters]|in the Transferee|% of holding|
|Company|
|1.|Holderind Investments Ltd|1,18,52,00,361|48.14|
|6|[th]|Floor, Tower I, Nexteracom Building, Ebene, Mauritius|
|2.|Harmonia Trade And Investment Ltd|47,74,78,249|19.40|
|6|[th]|Floor, Tower I, Nexteracom Building, Ebene, Mauritius|
|3.|Endeavour Trade And Investment Limited|7,02,442|0.03|
|6|[th]|Floor, Tower 1, Nexteracom Building, Ebene, Mauritius|
|Total Promoter Group|1,66,33,81,052|67.57|

----- End of picture text -----

The names, designations, addresses and Director Identification Number (“DIN”) of the directors of the Transferor Company as on December 31, 2024, are as follows:

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

Sr.
No. [Name and Designation] Address DIN
----- End of picture text -----

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

|||||
|---|---|---|---|
|1|Mr. Ajay Kapur – Director|2, Southland, S.B Singh Road, Colaba, Mumbai –|03096416|
|400 00505, Maharashtra, India|
|2.|Mr. Alok Srivastava - Director|1103, Sai Ansh Sector 11, Opposite Juinagar|09540606|
|Station West Sanpada, Navi Mumbai Sanpada,|
|Thane – 400705, Maharashtra.|
|3.|Mr. Harsh Gopal Maheshwari - Director|A/303, Shree Niketan New Link Road, Beside|10664885|
|Laljipada Police Chowki, Near Sai Dham Complex,|
|Kandivali West, Mumbai Suburban, Maharashtra|
|400067, India.|

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The names, designations, addresses and DIN of the directors of the Transferee Company as on December 31, 2024 are as follows:

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

Sr.
No. [Name and Designation] Address DIN
----- End of picture text -----

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

|||||
|---|---|---|---|
|1|Mr. Gautam S. Adani|Shantivan Farm S.G. Highway, b/h. Karnavati|00006273|
|Non-Executive Chairman|Club, Makarba, Ahmedabad-380051|
|2|Mr. Karan Adani|Shantivan Farm S.G. Highway, b/h. Karnavati|03088095|
|Non-Executive Director|Club, Makarba, Ahmedabad-380051|
|3|Mr. Ajay Kapur|No. 2, Southlands, S.B Singh Road, Colaba,|03096416|
|Wholetime Director and Chief|Mumbai - 400005|
|Executive Officer|
|4|Mr. Maheswar Sahu|A/302, Parijat Residency, Opp. TOC|00034051|
|Non-Executive - Independent Director|Petrol Pump, Judges Bunglow, Bodakdev,|
|Ahmedabad-380054, Gujarat|
|5|Mr. Rajnish Kumar|Mr. Rajnish Kumar|05328267|
|Non-Executive - Independent Director|Non-Executive - Independent Director|

----- End of picture text -----

34 AMBUJA CEMENTS LIMITED

Cement

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

Sr.
No. [Name and Designation] Address DIN
----- End of picture text -----

6	Mr. Ameet Desai	D-48 Aryaman Bungalow, Near	00007116
	Non-Executive - Independent Director	ThaltejShilaj, Railway Crossing, Thaltej,
		Ahmedabad-380059
7	Mrs. Purvi Sheth	3801, Floor -38, A-2 Tower, Sky Forest, Senapati	06449636
	Non-Executive - Independent Director	Bapat Marg, Near Flphinstone Railway Station,
		Lower Parel, Mumbai, PO: Delisle Road, Mumbai,
		Maharashtra, 400013
8	Mr. Mangalam Ramasubramaniam	Flat No.5, Queens Court, Maharshi Karve Road,	03628755
	Kumar	Opposite Oval Maidan, Churchgate, Mumbai 400
	Non-Executive - Nominee Director	020

The details of the shareholding of the Directors of the Transferor Company in the Companies as on December 31, 2024 are as follows:

Sr. No.	Name	Designation	Equity Shares Held in Transferor Company	Equity Shares Held in Transferee Company
1	Mr. Ajay Kapur	Director	-	564,900
2	Mr. Alok Srivastava	Director	-	-
3	Mr. Harsh Gopal Maheshwari	Director	-	-

The details of the shareholding of the Directors and the Key Managerial Personnel (hereinafter referred to as the “KMP” ) of the Transferee Company in the Companies as on December 31, 2024 are as follows:

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

1	Mr. Gautam S. Adani	Non-Executive	-	-
		Chairman
2	Mr. Karan Adani	Non-Executive	-	-
		Director
3	Mr. Ajay Kapur	Wholetime Director	-	564,900
		and Chief Executive
		Offcer
4	Mr. Maheswar Sahu	Non-Executive -	-	2,000
		Independent Director
5	Mr. Rajnish Kumar	Non-Executive -	-	-
		Independent Director
6	Mr. Ameet Desai	Non-Executive -	-	-
		Independent Director
7	Mrs. Purvi Sheth	Non-Executive -	-	-
		Independent Director
8	Mr. Mangalam Ramasubramaniam	Non-Executive -	-	-
	Kumar	Nominee Director
9	Mr. Vinod Bahety	Chief Financial Offcer	-	-
10	Mr. Manish Mistry	Company Secretary	-	-

Cement

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The (a) pre-amalgamation shareholding pattern of the Companies as on as on December 31, 2024; (b) the post-amalgamation shareholding pattern upon the Scheme becoming effective and assuming the continuing shareholding pattern as on December 31, 2024; and (c) capital structure of the Transferee Company upon the Scheme becoming effective and assuming the continuing shareholding pattern as on as on December 31, 2024 are as under:

Transferor Company - pre-amalgamation shareholding pattern as on December 31, 2024:

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

Sr. No. of Shares
No. [Name] held % of Holding
----- End of picture text -----

1.	Adani Enterprises Limited (AEL)	49,994	99.988
2.	*Mr. Ajay Kumar Gupta (Nominee of AEL)	1	0.002
3.	*Mr. Patitapaban Behera (Nominee of AEL)	1	0.002
4.	*Mr. Akhil Kumar Gupta (Nominee of AEL)	1	0.002
5.	*Mr. Bibhudatta Sarangi (Nominee of AEL)	1	0.002
6.	*Mr. Sumeet Goel (Nominee of AEL)	1	0.002
7.	*Mr. Chandan Lakhwani (Nominee of AEL)	1	0.002
	Total	50,000	100.00

*including six nominee Shareholders

Transferee Company - pre-amalgamation shareholding pattern as on December 31, 2024:

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

(A)	Promoter and Promoter Group
1	Indian
	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	1,66,33,81,052	0	1,66,33,81,052	67.57
	and Promoter Group (A) = (A) (1) +
	(A) (2)
(B)	Public Shareholding		0
1	Institutions (Domestic)
(a)	Mutual Funds	18,98,43,575	59,235	18,99,02,810	7.71
(b)	Alternative Investment Funds	1,36,91,621	0	1,36,91,621	0.56
(c)	Banks	74,408	8,808	83,216	0.00
(d)	Insurance Companies	16,43,54,540	8,250	16,43,62,790	6.68
(e)	Provident Fund / Pension Fund	3,59,60,330	0	3,59,60,330	1.46
(f)	Sovereign Wealth Fund	51,53,529	0	51,53,529	0.21
(g)	NBFCs registered with RBI	35,527	31,082	66,609	0.00
(h)	Other Financial Institutions	0	21,000	21,000	0
	Sub-Total (B) (1)	40,91,13,530	1,28,375	40,92,41,905	16.62
(2)	Institution (Foreign)
(a)	Foreign Portfolio Investors –	20,89,76,463	0	20,89,76,463	8.49
	Category -I
(b)	Foreign Portfolio Investors –	1,59,17,720	0	1,59,17,720	0.65
	Category -II
(c)	Foreign Institutional Investors	0	61,275	61,275	0.00
	Sub-Total (B) (2)	22,48,94,183	61,275	22,49,55,458	9.14

36 AMBUJA CEMENTS LIMITED

Cement

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

(3)	Central Government/ State
	Government(s)/ President of India
(a)	Central Government / President of	83,724	0	83,724	0.00
	India
	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	47,05,242	0	47,05,242	0.19
	Fund (IEPF)
(c)	Resident Individuals holding	11,22,22,272	48,21,818	11,70,44,090	4.75
	nominal share capital up to
	I2 lakhs
(d)	Resident Individuals holding	1,00,32,684	0	1,00,32,684	0.41
	nominal share capital in excess of
	I2 lakhs
(e)	Non Resident Indians (NRIs)	93,23,008	20,74,288	1,13,97,296	0.46
(f)	Foreign Nationals	5,759	15,000	20,759	0.00
(g)	Bodies Corporate	1,55,11,362	2,52,813	1,57,64,175	0.64
(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	14,124	0	14,124	0.00
(k)	HUF	31,05,429	191	31,05,620	0.13
(l)	LLP	14,15,181	0	14,15,181	0.06
(m)	Unclaimed or Suspense or Escrow	0	150	150	0.00
	Account
(n)	Trusts	62,066	0	62,066	0.00
	Sub-Total (B) (4)	15,69,64,027	71,73,380	16,41,37,407	6.67
	Total Shareholding of Public	79,10,55,464	73,63,030	79,84,18,494	32.43
	Shareholding (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 /	13,23,932	0	13,23,932	0.00
	DR Holders (C) = C(1) + C (2)
	TOTAL =(A)+(B)+(C)	2,45,57,60,448	73,63,030	2,46,31,23,478	100.00

Shares held under Custodian / DR holders are not carrying any voting rights and so not considered in total Shareholding.

Cement

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Transferee Company - post-amalgamation shareholding pattern as on December 31, 2024:

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

Cate- Shares held in Shares held in Total Number of
gory [Category of Shareholder] Demat form Physical form Shares %
(A) Promoter and Promoter Group
----- End of picture text -----

(A)	Promoter and Promoter Group
1	Indian	87,00,000	-	87,00,000	0.35
	Sub Total (A) (1)	87,00,000	-	87,00,000	0.35
2	Foreign	1,66,33,81,052	0	1,66,33,81,052	67.33
	Sub Total (A) (2)	1,66,33,81,052	0	1,66,33,81,052	67.33
	Total Shareholding of Promoter	1,67,20,81,052		1,67,20,81,052	67.33
	and Promoter Group (A) = (A) (1) +
	(A) (2)
(B)	Public Shareholding
1	Institutions (Domestic)
(a)	Mutual Funds	18,98,43,575	59,235	18,99,02,810	7.69
(b)	Alternative Investment Funds	1,36,91,621	0	1,36,91,621	0.55
(c)	Banks	74,408	8,808	83,216	0.00
(d)	Insurance Companies	16,43,54,540	8,250	16,43,62,790	6.65
(e)	Provident Fund / Pension Fund	3,59,60,330	0	3,59,60,330	1.46
(f)	Sovereign Wealth Fund	51,53,529	0	51,53,529	0.21
(g)	NBFCs registered with RBI	35,527	31,082	66,609	0.00
(h)	Other Financial Institutions	0	21,000	21,000	0
	Sub-Total (B) (1)	40,91,13,530	1,28,375	40,92,41,905	16.57
(2)	Institution (Foreign)
(a)	Foreign Portfolio Investors –	20,89,76,463	0	20,89,76,463	8.46
	Category -I
(b)	Foreign Portfolio Investors –	1,59,17,720	0	1,59,17,720	0.64
	Category -II
(c)	Foreign Institutional Investors	0	61,275	61,275	0.00
	Sub-Total (B) (2)	22,48,94,183	61,275	22,49,55,458	9.11
(3)	Central Government/ State
	Government(s)/ President of India
(a)	Central Government / President of	83,724	0	83,724	0.00
	India
	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	47,05,242	0	47,05,242	0.19
	Fund (IEPF)
(c)	Resident Individuals holding	11,22,22,272	48,21,818	11,70,44,090	4.74
	nominal share capital up to
	I2 lakhs
(d)	Resident Individuals holding	1,00,32,684	0	1,00,32,684	0.41
	nominal share capital in excess of
	I2 lakhs
(e)	Non Resident Indians (NRIs)	93,23,008	20,74,288	1,13,97,296	0.46
(f)	Foreign Nationals	5,759	15,000	20,759	0.00

38 AMBUJA CEMENTS LIMITED

Cement

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

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

(g)	Bodies Corporate	1,55,11,362	2,52,813	1,57,64,175	0.64
(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	14,124	0	14,124	0.00
(k)	HUF	31,05,429	191	31,05,620	0.13
(l)	LLP	14,15,181	0	14,15,181	0.06
(m)	Unclaimed or Suspense or Escrow	0	150	150	0.00
	Account
(n)	Trusts	62,066	0	62,066	0.00
	Sub-Total (B) (4)	15,69,64,027	71,73,380	16,41,37,407	6.64
	Total Shareholding of Public	79,10,55,464	73,63,030	79,84,18,494	32.32
	Shareholding (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 /	13,23,932	0	13,23,932	0.00
	DR Holders (C) = C(1) + C (2)
	TOTAL =(A)+(B)+(C)	2,45,58,47,448	73,63,030	2,46,32,10,478	100.00

Transferee Company - post capital structure upon the Scheme becoming effective and assuming the continuing capital structure as on December 31, 2024:

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

Amount
Particulars
(in L )
----- End of picture text -----

Authorised Share Capital
4001,77,50,000 equity shares ofI2/- each	8003,55,00,000
15,00,00,000 preference shares ofI10/- each	150,00,00,000
Total	8153,55,00,000
Issued Share Capital
2,47,21,49,998* equity shares ofI2/- each fully paid up	494,42,99,996
Total	494,42,99,996
Subscribed and Paid-Up Share Capital
2,47,18,23,478* equity shares ofI2/- each fully paid up#	4,94,36,46,956
Total	4,94,36,46,956

The issued and paid-up share capital includes 13,23,932 equity shares represented by 13,23,932 global depository receipts as on December 31, 2024.

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. [email protected]. 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 the date of the Meeting:

Cement

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(i) Copy of the order passed by NCLT in C.A. (CAA)/ 9 (AHM) 2025, dated March 28, 2025, inter alia, directing the Transferee Company to convene the meeting of its equity shareholders;
(ii) Copy of C.A. (CAA)/ 9 (AHM) 2025 (with annexures) jointly filed by the Companies before NCLT;
(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, 2024;
(vi) Copy of the unaudited financial results of the Companies for the quarter ended December 31, 2024;
(vii) Copy of the Register of Directors’ shareholding in the respective Companies;
(viii) Copy of the valuation report, dated June 27, 2024, issued by CA Roshan Nilesh Vaishnav, Registered Valuer (IBBI Registration No. IBBI/ RV/06/2019/11653) to the Board of Directors of the holding company of the Transferor Company, viz. AEL (Valuation Report 1);
(ix) Copy of the letter dated June 27, 2024, addressed by CA Roshan Nilesh Vaishnav, Registered Valuer (IBBI Registration No. IBBI/RV/06/2019/11653) to the Board of Directors of the Transferor Company;
(x) Copy of the fairness opinion issued by Kunvarji Finstock Private Limited, a Securities and Exchange Board of India registered Category – I Merchant Banker, to the Board of Directors of the holding company of the Transferor Company, viz. AEL, in respect of the Valuation Report 1 (Fairness Opinion 1);
(xi) Copy of the valuation report, dated June 27, 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 (Valuation Report 2);
(xii) Copy of the fairness opinion issued by IDBI Capital Markets & Securities Limited, a SEBI registered merchant banker, to the Board of Directors of the Transferee Company, in respect of the Valuation Report 2 (Fairness Opinion 2);
(xiii) Copy of 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;
(xiv) Copy of the extract of the minutes of the meeting of the Board of Directors of the Transferor Company dated June 27, 2024;
(xv) Copy of the resolution passed by the Mergers and Acquisitions Committee of Ambuja Cements Limited dated June 27, 2024;
(xvi) Copy of the report of the Committee of Independent Directors of the Transferee Company dated June 27, 2024;
(xvii) Copy of the report of the Audit Committee of the Transferee Company dated June 27, 2024;
(xviii) Copy of the extract of the minutes of the meeting of the Board of Directors of the Transferee Company dated June 27, 2024;
(xix) Copy of the No Complaint Reports, dated August 29, 2024 and August 16, 2024, submitted by the Transferee Company to NSE and BSE, respectively;
(xx) Copy of no-objection/no adverse observation letter issued by NSE and BSE, dated January 1, 2025, and January 1, 2025, respectively, to the Transferee Company;
(xxi) Details of “ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against Ambuja Cements Limited, its promoters and directors”;
(xxii) Copy of the Statutory Auditors’ certificate dated July 8, 2024, issued by Dharmesh Parikh & Co LLP, Statutory Auditors of the Transferor Company under Section 133 of the Act;
(xxiii) Copy of the Statutory Auditors’ certificate dated December 26, 2024, issued by S R B C & Co LLP, Statutory Auditors of the Transferee Company under Section 133 of the Act;
(xxiv) Copies of the report/certificate dated July 8, 2024, the superseded report/certificate dated August 2, 2024, earlier issued by S R B C & Co LLP, Statutory Auditors of the Transferee Company; the resolutions, all dated December 26, 2024, passed by the Audit Committee, Committee of Independent Directors and the Finance Committee of the Directors of the Transferee Company;
(xxv) Copy of the report dated June 27, 2024, adopted by the Board of Directors of the Transferor Company pursuant to the provisions of Section 232(2)(c) of the Act;

40 AMBUJA CEMENTS LIMITED

Cement

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(xxvi) Copy of the report dated June 27, 2024, adopted by the Board of Directors of the Transferee Company pursuant to the provisions of Section 232(2)(c) of the Act;
(xxvii) Copies of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies, along with the challan, both dated March 28, 2025;
(xxviii) Copy of the applicable information of the Transferor Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(xxix) Copy of the certificate, dated February 24, 2025, issued by Hemangi & Associates, Chartered Accountants, certifying the outstanding amount to the unsecured creditors of the Transferor Company as on December 31, 2024; and
(xxx) Copy of the certificate, dated February 24, 2025, issued by Hemangi & Associates, Chartered Accountants, certifying the outstanding amount to the unsecured creditors of the Transferee Company as on December 31, 2024.

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), (x), (xi), (xii), (xiii), (xix), (xx), (xxi), (xxv), (xxvi) and (xxviii) 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 March 29, 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.

Cement

Annexure 1

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SCHEME OF AMALGAMATION

of

ADANI CEMENTATION LIMITED

with

AMBUJA CEMENTS LIMITED

(UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013)

PREAMBLE

This Scheme ( as defined hereinafter ), inter alia , provides for amalgamation of the Transferor Company ( as defined hereinafter ) with the Transferee Company ( as defined hereinafter ), with effect from the Appointed Date ( as defined hereinafter ), pursuant to the provisions of Sections 230 – 232 and/or other applicable provisions of the Act ( as defined hereinafter ) and in accordance with Section 2(1B) of the Income Tax Act ( as defined hereinafter ).

INTRODUCTION

(i) The Transferor Company ( as defined hereinafter ) was incorporated on December 6, 2016, as Adani Cementation Limited, a public limited company, with the Registrar of Companies, under the provisions of the Act. The Corporate Identification Number of the Transferor Company is U74999GJ2016PLC094589. The registered office of the Transferor Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India.

The Transferor Company is engaged in the business of cement manufacturing and marketing various grades of cement. The Transferor Company is the lessee of limestone mine, with resources of about 275 million tonnes spread over an area of about 238 Hectares, at Lakhpat, Gujarat. The Transferor Company is also proposing to set up a grinding unit at Raigad, Maharashtra.

42 AMBUJA CEMENTS LIMITED

Cement

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(“ ACIL ”) is a wholly owned subsidiary of the Transferor Company. ACIL is also engaged in the business of cement manufacturing and marketing various grades of cement. AEL, the Transferor Company and ACIL are part of Adani Group of companies.

(ii) The Transferee Company was incorporated on October 20, 1981, as Ambuja Cements Private Limited, a private limited company, with the Registrar of Companies, Gujarat, under the provisions of the Companies Act, 1956. Its name was changed to (a) Ambuja Cements Limited on March 19, 1983; (b) Gujarat Ambuja Cements Limited on May 19, 1983; and (c) Ambuja Cements Limited on April 5, 2007. The Corporate Identification Number of the Transferee Company is L26942GJ1981PLC004717. The registered office of the Transferee Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat – 382 421, India.

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

The Transferee Company is part of Adani Group of companies. 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

The Scheme will enable the Transferee Company to absorb the business of the Transferor Company and enhance its manufacturing capacity to carry out the manufacturing operation more effectively and seamlessly.
The business of the Transferor Company will be carried on more efficiently and economically. Further, improved utilisation of the combined resources of both the aforesaid companies would result in lowering the overheads and elimination of duplication of work and reduction in compliance requirements.
The amalgamation will help the Transferee Company to quickly start the construction activity at various sites of the Transferor Company and that of the wholly owned subsidiary of the Transferor Company.
The amalgamation would lead to enhanced value addition for both the aforesaid companies and consequently the value for shareholders will increase.

PARTS OF THE SCHEME

The Scheme is divided into the following parts:

(i) Part I deals with the definitions, interpretation, date of taking effect and share capital of the Transferor Company and the Transferee Company;

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(ii) Part II deals with the amalgamation of the Transferor Company into and with the Transferee Company in accordance with the provisions of Sections 230 – 232 of the Act; and
(iii) Part III deals with the general terms and conditions that would be applicable to the Scheme.

PART I

1. DEFINITIONS, INTERPRETATION, DATE OF TAKING EFFECT AND SHARE CAPITAL

1.1. Definitions

In this Scheme, the following words and expressions shall, unless the context requires otherwise, have the following meanings ascribed to them:

1.1.1. “ACIL” shall have the meaning set forth in the Introduction Clause.
1.1.2. “AEL” shall have the meaning set forth in the Introduction Clause.
1.1.3. “ Act ” means the Companies Act, 2013, the rules and regulations made thereunder and shall include any statutory modification or re-enactment thereof for the time being in force.
1.1.4. “Appointed Date” means April 1, 2024.
1.1.5. “Board of Directors” or “Board” in relation to the Companies means their respective board of directors, and unless it is repugnant to the context or otherwise, includes any committee of directors or any person authorised by the board of directors or by such committee of directors duly constituted and authorised for the purposes of matters pertaining to the arrangement as contemplated under this Scheme and/or any other matters relating thereto.
1.1.6. “Companies” means collectively, the Transferor Company and the Transferee Company.
1.1.7. “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.
1.1.8. “ Governmental Approval ” means any consent, approval, licence, permit, order, exemption, certificate, clearance or authorisation obtained or to be obtained from, or any registration, notification, declaration or filing made to or with, or to be made to or with, any Governmental Authority and shall include Required Governmental Filings.

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1.1.9. “ Governmental Authority ” means any national, state, regional, city, municipal or local government or governmental, administrative, fiscal, judicial, or governmentowned body or any of its ministries, departments, secretariats, agencies or any legislative body, commission, authority, court or tribunal or entity, and shall include the Stock Exchanges, SEBI and any relevant Tax authority and any other authority exercising jurisdiction over the Companies.
1.1.10. “ Income Tax Act ” means the Income Tax Act, 1961.
1.1.11. “ Intellectual Property Rights ” means all intellectual property rights, including with respect to all patents, patent applications, and trademarks, service marks, trade names, logos, corporate names, brand names, domain names, all copyrights, designs, and all registrations, applications and renewals in connection therewith, and software and all website content (including text, graphics, images, audio, video and data), trade secrets, confidential business information and other proprietary information.
1.1.12. “ Law ” means all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, code, directives, rules, regulations, bye-laws, listing agreements, notifications, guidelines or policies of any applicable jurisdiction; and (ii) administrative interpretation, writ, injunction, directions, directives, judgment, arbitral award, decree, orders or approvals required from Governmental Authorities of, or agreements with, any Governmental Authority or recognised Stock Exchanges.
1.1.13. “New Equity Shares” shall have the meaning set forth in Clause 2.3.1.
1.1.14. “Record Date” means the date to be fixed by the Board of Directors of the Transferee Company in consultation with the Board of Directors of the Transferor Company for the purpose of determining the equity shareholders of the Transferor Company, to whom the Transferee Company Shares will be allotted pursuant to this Scheme.
1.1.15. “ Required Governmental Filings ” means, collectively, the intimations/filings required to be made with the Stock Exchanges, Tribunal and the RoC, in connection with the present Scheme.
1.1.16. “ RoC ” means the Registrar of Companies, Gujarat.
1.1.17. “ Scheme ” means this scheme of amalgamation, subject to any modification(s) thereto as may be imposed by the Tribunal or any modification(s) or amendment sought by the Companies, as confirmed/approved by the Tribunal.
1.1.18. “ SEBI ” means the Securities and Exchange Board of India.
1.1.19. “SEBI LODR” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and shall include any statutory modification, amendment, and re-enactment thereof for the time being in force or any act, regulations, rules, guidelines etc. that replaces such regulations.

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1.1.20. “ SEBI Schemes Master Circular ” means Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, issued by SEBI regarding Scheme of Arrangement by Listed Entities and Relaxation of Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957.
1.1.21. “Share Exchange Ratio” shall have the meaning set forth in Clause 2.3.1. 1.1.22. “ Stock Exchanges ” means collectively the BSE Limited and the National Stock Exchange of India Limited.
1.1.23. “Stock Exchanges Approval” means the no-objection/no-adverse observation letter(s) obtained by the Transferee Company from the relevant Stock Exchanges in relation to the Scheme pursuant to Regulation 37 of the SEBI LODR and the SEBI Schemes Master Circular.
1.1.24. “ Tax ” or “ Taxes ” means any and all taxes (direct or indirect), surcharges, fees, levies, duties, tariffs, imposts and other charges of any kind, in each case in the nature of a tax, imposed by any Governmental Authority (whether payable directly or by withholding), including taxes based upon or measured by income, windfall or other profits, gross receipts, property, sales, severance, branch profits, customs duties, excise, central value added tax, central sales tax, sales tax, entry tax, tax deducted at source, tax collected at source, self-assessment tax, advance tax, service tax, goods and services tax, stamp duty, transfer tax, value-added tax, minimum alternate tax, banking cash transaction tax, equalisation levy, dividend distribution tax, buy-back tax, securities transaction tax, taxes withheld or paid, customs duty and registration fees (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto).
1.1.25. “Transferee Company” means Ambuja Cements Limited, a public company incorporated with limited liability under the provisions of the Companies Act, 1956, with its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 380 421, Gujarat, India.
1.1.26. “Transferee Company Shares” means the fully paid-up equity shares of the Transferee Company, each having a face value of Rs 2/- (Rupees Two only) and having one vote per equity share.
1.1.27. “Transferor Company” means Adani Cementation Limited, a public company incorporated with limited liability under the provisions of the Act with its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India.
1.1.28. “ Tribunal ” means the Hon’ble National Company Law Tribunal, Ahmedabad Bench, which has jurisdiction in relation to the Companies.
1.1.29. “ Undertaking ” means the Transferor Company and includes all the business, undertakings, assets, properties, investments and liabilities of the Transferor Company, of whatsoever nature and kind and wherever situated, on a going

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concern basis and with continuity of business of the Transferor Company, which shall mean and include, without limitation:

(a) Mining lease in respect of limestone mine, with resources of about 275 million tonnes spread over an area of about 238 Hectares, at Lakhpat, Gujarat;
(b) any and all of its immovable properties (including work in progress) i.e. land together with the buildings and structures standing thereon (whether, leasehold, leave and licensed, right of way, tenancies or otherwise) including offices, guest house, warehouses, workshops, sheds, stores, storages including coal storage, silo, DG room, roads, laboratory, boundary walls, soil filling works, benefits of any rental agreement for any use of premises, share of any joint assets, etc., and all documents (including panchnamas, declarations, receipts, etc.) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interests in connection with the said immovable properties;
(c) 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, handling equipments, dumpers, excavators, shovel, surface miners, cranes, capital work in progress, electrical fittings, furniture, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, vehicles, fixtures, appliances, accessories, power lines, office equipments, computers, communication facilities, installations, vehicles, inventory and tools and plants), stock-intrade, stock-in-transit, raw materials, finished goods, supplies, packaging items, actionable claims, 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.
(d) any and all of its permits, licenses (including factory license), permissions, right of way, approvals, clearances, consents, benefits, registrations including import registrations, rights, entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, 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,

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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;

(e) all contracts, agreements including power purchase agreement(s), coal linkages agreement(s), fuel supply agreement(s), consultancy agreements, purchase orders/service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, bids, tenders, expression of interest, letters of intent, arrangements, understandings, engagements, deeds and instruments, including hire and purchase arrangements, lease/licence agreements, tenancy rights, agreements/ panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/manufacturer of goods/service providers, other arrangements, undertakings, deeds, bonds, schemes, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise and all rights, title, interests, claims and benefits thereunder;
(f) all intangible assets, including all Intellectual Property Rights and all goodwill attaching to such Intellectual Property Rights;
(g) all rights to use and avail telephones, telexes, 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;
(h) 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;
(i) all insurance policies of the Transferor Company;

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(j) all investments, including long term, short term, quoted, unquoted investments in different instruments, including shares, debentures, warrants and bonds, if any;
(k) amounts claimed or to be claimed including the receivables by the Transferor Company from any Governmental Authority;
(l) 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;
(m) any and all of its debts, borrowings and liabilities, present or future, whether secured or unsecured, 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);
(n) all of its staff and employees, if any, and other obligations of whatsoever kind, including liabilities of the Transferor Company, with regard to its 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
(o) all legal proceedings, including quasi-judicial, arbitral and other administrative proceedings of whatsoever nature involving the Transferor Company.

1.2. Interpretation

1.2.1 All terms and words used in the Scheme but not specifically defined herein shall, unless contrary to the context thereof, have the meaning ascribed to them under the Act.
1.2.2 In the Scheme, unless the context otherwise requires:
(i) references to a statutory provision include any subordinate legislation made from time to time under that provision;
(ii) references to the singular include the plural and vice versa and references to any gender includes the other gender;
(iii) references to a statute or statutory provision include that statute or provision as from time to time modified or re-enacted or consolidated and (so far as liability thereunder may exist or can arise) shall include also any past statutory provision (as from time to time modified or re-enacted or

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consolidated) which such provision has directly or indirectly replaced, provided that nothing in this Clause 1.2.2 shall operate to increase the liability of any Companies beyond that which would have existed had this Clause 1.2.2 been omitted;

(iv) references to a document shall be a reference to that document as modified, amended, novated or replaced from time to time;
(v) headings are for convenience only and shall be ignored in construing or interpreting any provision of this Scheme;
(vi) the expression “this Clause” shall, unless followed by reference to a specific provision, be deemed to refer to the whole Clause (and not merely the sub-Clause, paragraph or other provision) in which the expression occurs;
(vii) references to Clauses are to Clauses of this Scheme;
(viii) references to any person shall include that person’s successors and permitted assigns or transferees;
(ix) references to the words “include” or “including” shall be construed without limitation;
(x) references to the words “hereof”, “herein” and “hereunder” and words of similar import shall refer to this Scheme as a whole and not to any particular provision of this Scheme; and
(xi) where a wider construction is possible, the words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words.

1.3. Effective Date

The Scheme set out herein in its present form, or with modification(s), if any, made in accordance with the provisions of the Scheme and/or the directions of the Tribunal, shall be effective from the Appointed Date but shall be operative from the Effective Date.

1.4. Share Capital

1.4.1. The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on May 30, 2024 was as under:

Company as on May 30, 2024 was as under:
SHARE CAPITAL	AMOUNT IN RS.
Authorised share capital
50,000 equity shares of Rs.10/- each	5,00,000
Total	5,00,000

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SHARE CAPITAL	AMOUNT IN RS.
Issued, subscribed and paid-up capital
50,000 equity shares of Rs.10/- each fully paid-up	5,00,000
Total	5,00,000

1.4.2. The authorised, issued, subscribed and paid-up share capital of the Transferee Company as on May 30, 2024 was as under:

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

SHARE CAPITAL AMOUNT IN RS.
Authorised share capital
4,001,75,00,000 equity shares of Rs.2/- each 8,003,50,00,000
15,00,00,000 preference shares of Rs. 10/- each 150,00,00,000
Total 8153,50,00,000
Issued share capital
246,34,49,998 equity shares of Rs.2/- each fully paid-up 492,68,99,996
Total 492,68,99,996
Subscribed and paid-up share capital
246,31,23,478 equity shares of Rs.2/- each fully paid-up# 492,62,46,956
Total 492,62,46,956
----- End of picture text -----

* The issued and paid-up share capital includes 13,39,841 equity shares represented by 13,39,841 global depository receipts as on May 30, 2024 .

#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 in abeyance .

PART II

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

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

2.1.1 Upon the coming into effect of this Scheme, and with effect from the Appointed Date, subject to the provisions of this Scheme, the Undertaking shall stand transferred to and vest in the Transferee Company, as a going concern, together with all its estates, properties, assets, contracts, employees, records, approvals, rights, claims, title and authorities, benefits, liabilities and interest therein, subject to existing charges thereon in favour of banks and financial institutions, if any, or otherwise, as the case may be, without any further act, instrument, deed, matter or thing being made, done or executed, so as to become, as and from the Appointed

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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 are otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery or by vesting and recordal of whatsoever nature, or otherwise capable of transfer by delivery of possession, 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 without any further act, instrument or deed. The vesting pursuant to this sub-clause 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 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, 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 as provided for in such agreements and shall comply with the other terms,

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conditions and covenants thereunder and shall also be entitled to refund of security deposits paid under such agreements by the Transferor Company.

(iv) All immovable properties, estate, assets of the Transferor Company, including land together with the buildings and structures standing thereon and rights, claim, title, authorities and interests in immovable properties including accretions and appurtenances of the Undertaking of whatsoever nature and wherever situate of the Transferor Company, whether freehold or leasehold or 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. 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 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.
(v) All estate, assets, rights, title, claims, interest, investments and properties of the Transferor Company as on the Appointed Date, 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.
(vi) Until the owned property, leasehold property and related rights thereto, licence or right to use the immovable property, tenancy rights, liberties and special status are transferred, vested, recorded, effected and/or perfected in the record of the appropriate authorities in favour of the Transferee Company, the Transferee Company shall be deemed to be authorised to carry on business in the name and style of the Transferor Company under the relevant agreement, deed, lease and/or licence, as the case may be, and the Transferee Company shall keep a record and account of such transactions.
(vii) For purposes of taking on record the name of the Transferee Company in the records of the Governmental Authorities in respect of transfer of immovable properties to the Transferee Company pursuant to this Scheme, the Board of Directors of the Transferor Company and the Transferee Company may approve the execution of such documents or deeds as may be necessary, including deed of assignment of lease or leave or licence (as the case may be) by the Transferor Company in favour of the Transferee Company.

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(viii) 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.
(ix) Where any of the debts, liabilities, duties and obligations incurred before the Appointed Date by the Transferor Company, deemed to have been transferred to the Transferee Company by virtue of this Scheme, has been discharged by the Transferor Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company.
(x) All electricity, gas, water and any other utility connections and tariff rates in respect thereof sanctioned by various public sector and private companies, boards, agencies and authorities to the Transferor Company, together with security deposits and all other advances paid, shall stand automatically transferred in favour of the Transferee Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The relevant electricity, gas, water and any other utility companies, boards, agencies and authorities shall issue invoices in the name of the Transferee Company with effect from the billing cycle commencing from the month immediately succeeding the month in which the Effective Date falls. The Transferee Company shall comply with the terms, conditions and covenants associated with the grant of such connection and shall also be entitled to refund of security deposits placed with such companies, boards, agencies and authorities by the Transferor Company.
(xi) The Transferee Company shall be entitled to operate all bank accounts, realise all monies and complete and enforce all pending contracts and transactions in the name of the Transferor Company to the extent necessary until the transfer of the rights and obligations of the Transferor Company to the Transferee Company under the Scheme is formally accepted and completed by the parties concerned. For avoidance of doubt, it is hereby clarified that all cheques and other negotiable instruments,

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payment orders received and presented for encashment which is in the name of the Transferor Company after the Effective Date, shall be accepted by the bankers of the Transferee Company and credited to the accounts of the Transferee Company, if presented by the Transferee Company. Similarly, the banker of the Transferee Company shall honour all cheques issued by the Transferor Company for payment after the Effective Date.

Permits

(xii) All Governmental Approvals and other consents, permissions, quotas, rights, authorisations, entitlements, no-objection certificates and licences, including those relating to tenancies, privileges, powers and facilities 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, 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.
(xiii) Without prejudice to the generality of the Clauses mentioned above, the assets of the Transferor Company shall also include all permits, licences, and any other licences, approvals, clearances, authorities, quotas, allocations granted to the Transferor Company, all municipal approvals, authorisations, statutory rights, permissions, registrations, certificates, consents, authorities (including for the operation of bank accounts), powers of attorneys (given by, issued to or executed in favour of the Transferor Company) and benefits of all contracts, allotments, consents, quotas, rights, easements, engagements, exemptions, entitlements, advantages of whatever nature and howsoever named, properties, movable, in possession or reversion, present or contingent of whatsoever nature and where-so-ever situated, liberties, ownerships rights and benefits, earnest moneys payable pertaining to the assets mentioned in the aforesaid Clauses, all other rights and benefits, licences, powers, privileges and facilities of every kind, nature and description whatsoever; right to use and avail of telephones, telexes, facsimile, connections, installations and other communication facilities and equipment, titles, all other utilities, benefits of all contracts, government contracts, memoranda of understanding, project service agreements, pre-qualification, applications, bids, tenders, letters of intent, concessions, non-possessory contractual rights or any other contracts, development rights, allocated deferred Tax and all other interest in connection with or relation to the Transferor Company, shall stand transferred to the Transferee Company in accordance with the applicable Laws.

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Contracts

(xiv) All contracts, deeds, bonds, agreements (including in connection with contracts for services), licences, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of agreed points, bids, letters of intent, arrangements, undertakings, 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.
(xv) All other agreements entered into by the Transferor Company in connection with the assets of the Undertaking of the Transferor Company 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.

Legal Proceedings

(xvi) 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

(xvii) With effect from the Effective Date, all the staff and employees of the Transferor Company, if any, who are in such employment as on the Effective Date shall become, and be deemed to have become, the staff and employees of the Transferee Company, and, subject to the provisions of the Scheme, on terms and conditions not less favourable than those on which they are engaged by the Transferor Company and without any

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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, 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.

(xviii) With regard to any provident fund, gratuity fund, pension, superannuation fund or other special fund created or existing for the benefit of such employees of the Transferor Company, if any, it is the aim and intent of the Scheme that all the rights, duties, powers and obligations of the Transferor Company in relation to such schemes or funds shall become those of the Transferee Company. Upon the Scheme becoming effective, the Transferee Company shall stand substituted for the Transferor Company for all purposes whatsoever relating to the obligation to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. Any existing provident fund, gratuity fund and superannuation fund trusts created by the Transferor Company for its employees shall be continued for the benefit of such employees on the same terms and conditions until such time that they are transferred to the relevant funds of the Transferee Company. It is clarified that the services of all employees of the Transferor Company transferred to the Transferee Company will be treated as having been continuous and uninterrupted for the purpose of the aforesaid schemes or funds. Without prejudice to the aforesaid, the Board of the Transferee Company, if it deems fit and subject to Law, shall be entitled to: (i) retain separate trusts or funds within the Transferee Company for the erstwhile fund(s) of the Transferor Company; or (ii) merge the pre-existing fund of the Transferor Company with other similar funds of the Transferee Company.
(xix) The Transferee Company shall comply with any agreement(s)/settlement(s) entered into with labour unions (if any) or employees by the Transferor Company. The Transferee Company agrees that for the purpose of payment of any retrenchment compensation, gratuity and other termination benefits, the past services of employees with the Transferor Company, shall also be taken into account, and further agrees to pay such benefits when they become due.

Intellectual Property

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

Inter se Transactions

(xxi) Upon the coming into effect of this Scheme and with effect from the Appointed Date, all inter-se contracts between the Transferor Company and the Transferee Company, if any, shall stand cancelled and cease to operate, 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 there will be no accrual of interest or other charges in respect of any inter se loans, deposits or balances between the Transferor Company and the Transferee Company, if any.

Borrowing Limits; Corporate Approvals

(xxii) Upon the coming into effect of this Scheme and with effect from the Appointed Date, the borrowing and investment limits of the Transferee Company under the Act shall be deemed without any further act or deed to have been enhanced by the borrowing and investment limits of the Transferor Company, such limits being incremental to the existing limits of the Transferee Company.
(xxiii) Any corporate approvals obtained by the Transferor Company, whether for purposes of compliance or otherwise, shall stand transferred to the Transferee Company and such corporate approvals and compliance shall be deemed to have been obtained and complied with by the Transferee Company.

Taxes

(xxiv) 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

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initiate, raise, add or modify any claims in relation to such Taxes on behalf of the Transferor Company.

Creditors

(xxv) 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.
2.1.3 Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Scheme, the Transferee Company and the Transferor Company shall execute any instrument and/or do all acts or deeds as may be required including but not limited execution and registration of transfer deed for mining lease pursuant to Rule 23 of the Mineral Concession Rules, 2016 or assignment under the Mine Development and Production Agreement.
2.1.4 The Transferor Company and/or the Transferee Company, as the case may be, shall, at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under Law or otherwise, do all such acts or things as may be necessary to transfer/obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Transferor Company. It is hereby clarified that if the consent of any third party or Governmental Authority, if any, 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

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sanction of this Scheme by the Tribunal, and upon this Scheme becoming effective in accordance with the provisions of the Act and with the terms hereof. For this purpose, the Transferee Company shall file appropriate applications/documents with relevant authorities concerned for information and record purposes.

2.1.5 The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Company and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.
2.1.6 Without prejudice to the other provisions of the Scheme and notwithstanding the vesting of the Transferor Company into the Transferee Company by virtue of Part II of the Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under Law or otherwise, execute deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement in relation to which the Transferor Company has been a party, including any filings with the regulatory authorities in order to give formal effect to the above provisions and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company. The Transferee Company will, if necessary, also be a party to the above.

2.2 Business and property in trust and conduct of the business for the Transferee Company

2.2.1 With effect from the Appointed Date and up to and including the Effective Date, the Transferor Company shall carry on its business with reasonable diligence and except in the ordinary course of business, the Transferor Company shall not, without the prior written consent of the Board of Directors of the Transferee Company or pursuant to any pre-existing obligation, sell, transfer or otherwise alienate, charge, mortgage, encumber or otherwise deal with or dispose of any of the assets of the Undertaking of the Transferor Company or any part thereof.
2.2.2 With effect from the Appointed Date and up to and including the Effective Date:
(a) the Transferor Company shall carry on and be deemed to have carried on its business and activities and shall hold and stand possessed of and shall be deemed to hold and stand possessed of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic decisions for and on account of, and in trust for, the Transferee Company;
(b) all profits and income accruing or arising to the Transferor Company, and losses and expenditure arising or incurred by it (including Taxes, if any, accruing or paid in relation to any profits or income) for the period commencing from the Appointed Date shall, for all purposes, be treated as and be deemed to be the profits, income, losses or expenditure (including Taxes), as the case may be, of the Transferee Company;
(c) all debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations as on the close of business on the date

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preceding the Appointed Date, whether or not provided in the books of the Transferor Company which arise or accrue to the Transferor Company on or after the Appointed Date, shall be deemed to be of the Transferee Company;

(d) any of the rights, powers, authorities or privileges exercised by the Transferor Company shall be deemed to have been exercised by the Transferor Company for and on behalf of, and in trust for and as an agent of the Transferee Company. Similarly, any of the obligations, duties and commitments that have been undertaken or discharged by the Transferor Company shall be deemed to have been undertaken for and on behalf of and as an agent for the Transferee Company; and
(e) all Taxes (including, without limitation, income Tax, minimum alternate tax, tax deducted at source, sales Tax, goods and services tax, excise duty, customs duty, service Tax, VAT, entry Tax, etc.) paid or payable by the Transferor Company in respect of the operations and/or the profits of the Undertaking of the Transferor Company before the Appointed Date, shall be on account of the Transferor Company and, in so far as it relates to the tax payment (including, without limitation, income Tax, minimum alternate tax, tax deducted at source, sales Tax, goods and services tax, excise duty, customs duty, service Tax, VAT, entry Tax, etc.), whether by way of deduction at source, advance Tax or otherwise howsoever, by the Transferor Company in respect of the profits or activities or operation of the Undertaking of the Transferor Company with effect from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company, and, shall, in all proceedings, be dealt with accordingly.

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 of the Transferor Company in the Transferee Company, the Transferee Company shall, without any further application, act or deed, issue and allot to the equity shareholder(s) of the Transferor Company whose names are recorded in the register of members as a member of the Transferor Company on the Record Date [174] (one hundred seventy four) Transferee Company Shares, credited as fully paid-up, for every [1] (one) equity shares of the face value of Rs. 10/- (Rupees Ten only) each fully paid-up held by such member 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 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 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

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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 Upon the Scheme becoming effective and upon the New Equity Shares of the Transferee Company being allotted and issued by it to the shareholder(s) of the Transferor Company whose names appear on the register of members as a member of the Transferor Company on the Record Date or whose names appear as the beneficial owners of the equity shares of the Transferor Company in the records of the depositories/register of members, as the case may be, as on the Record Date, the equity shares of the Transferor Company, both in electronic form and in the physical form, shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date.

2.3.4 The New Equity Shares of the Transferee Company to be allotted and issued to the shareholders of the Transferor Company as provided in Clause 2.3.1 above shall be subject to the provisions of the memorandum and articles of association of the Transferee Company and shall rank pari-pasu in all respects with the Transferee Company Shares after the Effective Date including in respect of dividend, if any, that may be declared by the Transferee Company on or after the Effective Date.
2.3.5 The issue and allotment of the New Equity Shares by the Transferee Company to the equity shareholders of the Transferor Company as provided in the Scheme, is an integral part thereof and shall be deemed to have been carried out without requiring any further act on the part of the Transferee Company or its shareholders and as if the procedure laid down under Section 62 or any other applicable provisions of the Act, as may be applicable, and such other statues and regulations as may be applicable were duly complied with.
2.3.6 In the event that the aggregate number of the New Equity Shares to be issued by the Transferee Company to the shareholder(s) of the Transferor Company results in a fraction of the New Equity Shares, the Board of Directors of the Transferee Company shall round-off such fraction to the nearest whole integer, and thereupon shall issue and allot the New Equity Shares, to the shareholder(s) of the Transferor Company as AEL is the only shareholder of the Transferor Company.
2.3.7 The New Equity Shares issued to the equity shareholder(s) of the Transferor Company by the Transferee Company shall be issued in dematerialized form by the Transferee Company.
2.3.8 The New Equity Shares to be issued by the Transferee Company pursuant to Clause 2.3.1 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.
2.3.9 The New Equity Shares to be issued by the Transferee Company pursuant to Clause 2.3.1 above in respect of such equity shares of the Transferor Company, the allotment or transfer of which is held in abeyance under the applicable Law shall,

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pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Transferee Company.

	pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Transferee Company.
2.3.10	The Transferee Company shall enter into such arrangements and give such
	confirmations and/or undertakings as may be necessary in accordance with Law
	for complying with the formalities of the concerned Stock Exchanges.
2.3.11	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, as the case may be.
2.3.12	In the event, the Transferor Company or the Transferee Company restructures their
	equity share capital by way of share split/consolidation/issue of bonus shares
	during the pendency of the Scheme, the Share Exchange Ratio, per Clause 2.3.1
	above shall be adjusted accordingly, to consider the effect of any such corporate
	actions.
2.4	Accounting Treatment
	Accounting Treatment in the books of the Transferee Company
2.4.1	The assets acquired and liabilities assumed would be measured using an allocation
	of the fair value of consideration transferred based upon relative fair values in the
	books of the Transferee company. As a result, no goodwill, or capital reserves.
2.4.2	To the extent that there are inter-company balances, advances, and other
	obligations as between the Transferor Company and the Transferee Company the
	same shall come to an end and corresponding effect shall be given in the books of
	accounts of the Transferee Company.
2.4.3	The Transferee company shall credit to its share capital account, the aggregate face
	value of the equity shares issued by it pursuant to this Scheme as per clause 2.3
	above and any amount over and above face value will be credited to share premium
	account of the Transferee Company.
2.4.4	For accounting purpose, the Scheme will be given effect from the date when all
	substantial conditions are completed.
2.4.5	Any matter not dealt with in this Scheme or herein above shall be dealt with in
	accordance with the applicable accounting standards prescribed.
2.4.6	Upon the Scheme becoming effective, the Transferee Company shall account for
	amalgamation in accordance with the principles laid down in Accounting
	Standards (IND AS) as prescribed under The Companies (Indian Accounting
	Standards) Rules, 2015.

Accounting Treatment in the books of the Transferor Company

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2.4.7 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 Dissolution 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 Rs. 10/(Rupees Ten only) of the Transferor Company shall stand reclassified/reorganised as 5 (Five) equity share of Rs. 2/- (Rupees Two only) each.
2.6.2 It is clarified that the approval of the equity shareholder(s) of the Transferor Company to this Scheme shall be deemed to be their consent/approval to the reclassification of the authorised share capital envisaged under this Clause of the Scheme, as required under Sections 13, 61 and other applicable provisions of the Act.

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.

Clause V. of the memorandum of association of the Transferee Company shall, upon this Scheme becoming effective, and without any further act, instrument or deed, be replaced by the following clause:

“The Authorised Share Capital of the Company is Rs. 8153,55,00,000 (Rupees Eight Thousand One Hundred Fifty Three Crores and Fifty Five Lakhs only) divided into 4001,77,50,000 (Four Thousand One Crore and Seventy Seven Lakhs and Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two) each and 15,00,00,000 (Fifteen Crores) Preference Shares of Rs. 10/- (Rupees Ten) each, with power to increase and reduce the capital of the Company and to divide the shares in the

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capital for the time being, into several classes and to attach thereto such preferential, deferred, qualified, guaranteed or special rights, privileges or conditions as may be determined by or accordance with the Articles of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions, in such manner as may be determined by the Act or the Articles of the Company for the time being.”

2.7.2 For the avoidance of doubt, it is clarified that, in case, the authorised share capital of the Transferee Company undergoes any change, either as a consequence of any corporate actions or otherwise, then Clause 2.7.1 shall automatically stand modified/adjusted to take into account the effect of such change.
2.7.3 The approval of this Scheme by the equity shareholders of the Transferee Company under sections 230 to 232 of the Act, shall be deemed to have been an approval under section 13, section 61 and 64 or any other applicable provisions under the Act and no further resolution(s) would be required to be separately passed in this regard.

2.8 Matters Relating to Tax in respect of the Undertaking

2.8.1 The provisions of Part II of this Scheme are intended to comply with the conditions relating to “Amalgamation” as specified under section 2(1B) of the Income Tax Act. If, at a later date, any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of section 2(1B) of the Income Tax Act, including as a result of an amendment of Law or the enactment of a new legislation or for any other reason whatsoever, the provisions of section 2(1B) of the Income Tax Act, or a corresponding provision of any amended or newly enacted Law, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with section 2(1B) of the Income Tax Act or a corresponding provision of any amended or newly enacted Law. Such modification(s) will, however, not affect the other parts of the Scheme. The power to make such modification(s), if necessary, shall vest with the Boards of Directors of the Transferor Company and the Transferee Company, which power shall be exercised reasonably in the best interest of the Transferor Company, the Transferee Company and their respective shareholders and creditors in accordance with Clause 3.2. In addition, upon the Scheme becoming effective:
(i) to the extent required, the Transferor Company and the Transferee Company are permitted to revise and file their respective income Tax returns, withholding Tax returns (including Tax deducted at source certificates and Tax collected at source certificates), sales Tax, value added Tax, service Tax, central sales Tax, entry Tax, goods and services Tax returns and any other Tax returns, even if the time limits prescribed under the Income Tax Act have lapsed; and
(ii) the Transferee Company shall be entitled to: (a) claim deduction with respect to items such as provisions, expenses, etc. disallowed in earlier years in the hands of the Transferor Company, which may be allowable in accordance with the provisions of the Income Tax Act on or after the Appointed Date; and (b) exclude items such as provisions, reversals, etc. for which no

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deduction or Tax benefit has been claimed by the Transferor Company prior to the Appointed Date.

	deduction or Tax benefit has been claimed by the Transferor Company prior to the Appointed Date.
2.8.2	Upon the Scheme becoming effective, notwithstanding anything to the contrary
	contained in the provisions of this Scheme, all accumulated Tax loss and
	unabsorbed Tax depreciation of the Transferor Company as on the Appointed Date,
	shall, for all purposes, be treated as accumulated Tax loss and unabsorbed Tax
	depreciation of the Transferee Company. It is further clarified that any business
	loss and unabsorbed depreciation of the Transferor Company as specified in its
	books of account shall be included as business loss and unabsorbed depreciation of
	the Transferee Company for the purposes of computation of minimum alternate
	Tax.

	shall, for all purposes, be treated as accumulated Tax loss and unabsorbed Tax depreciation of the Transferee Company. It is further clarified that any business loss and unabsorbed depreciation of the Transferor Company as specified in its books of account shall be included as business loss and unabsorbed depreciation of the Transferee Company for the purposes of computation of minimum alternate Tax.
2.8.3	Upon the Scheme becoming effective, the Transferee Company shall be entitled to
	claim refunds (including refunds or claims pending with the Tax authorities) or
	credits, with respect to Taxes paid by, for, or on behalf of, the Transferor Company
	under applicable Laws, including income Tax, minimum alternate tax, tax deducted
	at source, sales Tax, value added Tax, service Tax, entry Tax, custom duty, goods
	and services Tax or any other Tax, whether or not arising due to an inter-se
	transactions between the Transferor Company and the Transferee Company, even
	if the prescribed time limits for claiming such refunds or credits have lapsed.
2.8.4	Upon the Scheme becoming effective and with effect from the Appointed Date, all
	Taxes, cess, duties and liabilities (direct and indirect), payable by or on behalf of
	the Transferor Company, including any taxes paid and taxes deducted at source
	and deposited by the Transferee Company on inter se transactions between the
	Appointed Date and Effective Date, shall, for all purposes, be treated as Taxes,
	cess, duties and liabilities, as the case may be, of the Transferee Company.
2.8.5	Upon the Scheme becoming effective and with effect from the Appointed Date, all
	unavailed credits and exemptions and other statutory benefits, including in respect
	of income Tax, central value added Tax, customs, value added Tax, sales Tax,
	service Tax, entry Tax and goods and services Tax to which the Transferor
	Company is entitled shall be available to and vest in the Transferee Company,
	without any further act or deed.

2.8.5	Upon the Scheme becoming effective and with effect from the Appointed Date, all unavailed credits and exemptions and other statutory benefits, including in respect of income Tax, central value added Tax, customs, value added Tax, sales Tax, service Tax, entry Tax and goods and services Tax to which the Transferor Company is entitled shall be available to and vest in the Transferee Company, without any further act or deed.
2.8.6	Any Tax liabilities under the Income Tax Act or other applicable Tax Laws or
	regulations allocable to the Transferor Company, whether or not provided for or
	covered by any Tax provisions in the accounts of the Transferor Company made
	as on the date immediately preceding the Appointed Date, shall be transferred to
	the Transferee Company. Any surplus in the provision for Taxation or duties or
	levies in the accounts of the Transferor Company, including advance Tax and Tax
	deducted at source as on the close of business in India on the date immediately
	preceding the Appointed Date will also be transferred to the account of the
	Transferee Company.

2.8.7 All Tax assessment proceedings and appeals of whatsoever nature by or against the Transferor Company, pending or arising as at the Effective Date, shall be continued and/or enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against

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the Transferor Company. Further, the aforementioned proceedings shall neither abate or be discontinued nor be in any way prejudicially affected by reason of the amalgamation of the Transferor Company with the Transferee Company or anything contained in this Scheme.

2.8.8 Any refund under the Income Tax Act or any other Tax Laws related to or due to the Transferor Company, including those for which no credit is taken as on the date immediately preceding the Effective Date, shall also belong to and be received by the Transferee Company.
2.8.9 Without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including income Tax, service Tax, excise duty, goods and services Tax and applicable state value added Tax) to which the Transferor Company is entitled to in terms of applicable Tax Laws, shall be available to and vest in the Transferee Company from the Effective Date.

2.9 Saving of concluded transactions

2.9.1 The transfer of assets, properties and liabilities and the continuance of proceedings by or against the Transferor Company under Clause 2.1.2 above shall not affect any transaction or proceedings already concluded by the Transferor Company on and after the Appointed Date until the Effective Date, to the end and intent that the Transferee Company accept and adopt all acts, deeds and things done and executed by the Transferor Company in respect thereto as done and executed on behalf of the Transferee Company.

PART III

3. GENERAL TERMS AND CONDITIONS

3.1.

Applications to the Tribunal

3.1.1. The Companies shall make necessary applications and/or petitions pursuant to sections 230 to 232 of the Act and other applicable provisions of the Act to the Tribunal for approval of the Scheme and all matters ancillary or incidental thereto, as may be necessary to give effect to the terms of the Scheme.
3.1.2. The Companies shall be entitled, pending the effectiveness of the Scheme, to apply to any Governmental Authority, if required, under any Law for such consents and approvals, which the respective Companies may require to effect the transactions contemplated under the Scheme, in any case subject to the terms as may be mutually agreed between the relevant Companies.

3.2. Modification or Amendments to the Scheme

3.2.1. Subject to Clause 3.2.4., the Companies may mutually, by their respective Boards of Directors or such other person or persons, as the respective Boards of Directors, may authorize, may make and/or consent to (i) any modifications/amendments to the Scheme (including but not limited to the terms and conditions thereof); or (ii)

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to any conditions or limitations that the Tribunal or any other Governmental Authority may deem fit to direct or impose; or (iii) modification/amendment which may otherwise be considered necessary, desirable or appropriate by them. No further approval of the shareholders or creditors of any of the Companies shall be necessary for giving effect to the provisions of this Clause.

3.2.2. The Companies, by their respective Boards of Directors or such other person or persons, as the respective Boards of Directors may authorize (including any committee or sub-committee thereof), shall be authorised to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any authorities or otherwise howsoever arising out of, or under, or by virtue of the Scheme and/or any matter concerned or connected therewith.
3.2.3. For the purpose of giving effect to this Scheme or to any modifications or amendments or additions thereto, the respective Board of Directors of the Companies may jointly give and are hereby jointly authorised to determine and give all such directions as are necessary including directions for settling or removing any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all the Companies, in the same manner as if the same were specifically incorporated in this Scheme.
3.2.4. Notwithstanding anything stated in Clauses 3.2.1., 3.2.2. and 3.2.3. hereinabove, no amendments or changes to the Scheme shall be carried out or be permissible unless and until the same are approved by the Tribunal before which the Companies have filed the petition for sanctioning the Scheme.
3.3. Scheme conditional upon approvals/sanctions

(a) the requisite Stock Exchanges Approval having been obtained by the Transferee Company in relation to the Scheme;
(b) the Scheme being approved by the requisite majority of public shareholders of the Transferee Company (by way of e-voting) 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

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approved by the Tribunal, which shall be in form and substance acceptable to the Companies, each acting reasonably and in good faith;

(e) the Scheme being approved by the requisite majority of concerned shareholders of AEL in accordance with Regulation 23 of SEBI LODR; and
(f) certified copies of the confirmation orders of the Tribunal confirming/sanctioning the Scheme being filed with the RoC by the respective Companies.

3.4. Dividends

3.4.1. The Companies shall be entitled to declare and pay dividends, whether interim and/or final, to their respective shareholders prior to the Effective Date, but only in the ordinary course of business.
3.4.2. It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any shareholder of the respective Companies to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Companies, and if applicable in accordance with the provisions of the Act, be subject to the approval of the shareholders of the respective Companies.

3.5. Interpretation

3.5.1. If any terms or provisions of this Scheme are found to be or interpreted to be inconsistent with any provisions of Law at a later date, whether as a result of any amendment of Law or any judicial or executive interpretation or for any other reason whatsoever, the provisions of the Law shall prevail. Subject to obtaining the sanction of the Tribunal, if necessary, this Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will, however, not affect other parts of this Scheme. Notwithstanding the other provisions of this Scheme, the power to make such amendments/modifications as may become necessary, whether before or after the Effective Date, shall, subject to obtaining the sanction of the Tribunal if necessary, vest with the Board of Directors of the respective Companies, which power shall be exercised reasonably in the best interests of the Companies and their respective shareholders.

3.6. Severability

3.6.1. If any part of this Scheme is invalid, ruled illegal by any court of competent jurisdiction, or unenforceable under present or future Law, then it is the intention of the Companies that such part shall be severable from the remainder of the Scheme. Further, if the deletion of such part of this Scheme may cause this Scheme to become materially adverse to the Companies, then in such case the Companies shall attempt to bring about a modification in the Scheme, as will best preserve for the Companies the benefits and obligations of the Scheme, including but not limited to such part.

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3.6.2. If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the mutual agreement of the Companies, affect the validity or implementation of the other parts and/or provisions of this Scheme.

3.7. No cause of action

3.7.1. No third party claiming to have acted or changed its position in anticipation of this Scheme taking effect, shall get any cause of action against the respective Companies or their respective directors or officers, if the Scheme does not take effect or is withdrawn, amended or modified for any reason whatsoever.

3.8. Effect of Non-Receipt of Approvals; Withdrawal

3.8.1. In the event of any of the said confirmations/sanctions and approvals not being obtained and/or the Scheme not being confirmed/sanctioned by the Tribunal, the Scheme shall become null and void and the Companies shall bear and pay their respective costs, charges and expenses for and/or in connection with the Scheme.
3.8.2. The Companies, acting through their respective Board of Directors, may mutually agree in writing to withdraw this Scheme from the Tribunal.

3.9. Costs and Expenses

3.9.1. All costs, duties, levies, fees, charges and expenses payable by the Companies in relation to or in connection with the Scheme and/or incidental to the completion of the Scheme shall be borne and paid by the Transferee Company.

______

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Annexure 2

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Roshan Digitally signed by Roshan Nilesh Nilesh Vaishnav Date: 2024.06.27 Vaishnav 10:22:21 +05'30'

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78 AMBUJA CEMENTS LIMITED

Cement

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80 AMBUJA CEMENTS LIMITED

Cement

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82 AMBUJA CEMENTS LIMITED

Cement

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84 AMBUJA CEMENTS LIMITED

Cement

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Roshan Digitally signed by Roshan Nilesh Nilesh Vaishnav Date: 2024.06.27 Vaishnav 10:22:59 +05'30'

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Annexure 3

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Annexure 4

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Strictly Private and Confidential

To,

The Board of Directors

Ambuja Cements Limited

GT Valuation Advisors Private Limited

16th Floor, Tower III One International Centre, S B Marg Prabhadevi (W) Mumbai - 400013 T +91 22 6626 2600 F +91 22 6626 2601

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

Date: 27 June 2024

Sub: Recommendation of Share Exchange Ratio pursuant to the Scheme of Amalgamation of Adani Cementation Limited with Ambuja Cements Limited

Dear Sir / Madam,

We refer to our Engagement Letter dated 13 May 2024 whereby the Management of Ambuja Cements Limited (“Ambuja” or the “Client”) (referred to as the “Management”), have requested GT Valuation Advisors Private Limited (“GTVAPL” or the “Firm”) to determine a Share Exchange Ratio for the proposed merger of Adani Cementation Limited (“ACL” or the “Company”) into Ambuja Cements Limited as on 26 June 2024 (“Valuation Date”) pursuant to a Scheme of Amalgamation as per the provisions of Sections 230 to 232 and other applicable clauses of the Companies Act, 2013 (“Scheme” or “Scheme of Amalgamation”), consideration for which may be discharged by share exchange (“Proposed Transaction”).

Ambuja and ACL are together referred to as the “Specified Companies”.

GTVAPL has been hereafter referred to as ‘Valuer’ or ‘we’ in this Share Exchange Ratio report (‘Report’).

In the following paragraphs, we have summarized our valuation analysis together with the description of the methodologies used and limitations on our scope of work.

1. CONTEXT AND PURPOSE OF THIS REPORT

1.1 Background Information

1.1.1 Ambuja Cements Limited

Ambuja is among the leading cement companies in India. It is a part of the Adani Group. Currently, Ambuja Cement has a cement capacity of ~78 million tonnes spread across 42 cement manufacturing and bulk terminal facilities, including 18 integrated plants across the country. The equity shares of Ambuja are listed on Bombay Stock Exchange and National Stock Exchange of India.

1.1.2 Adani Cementation Limited

ACL is a wholly owned subsidiary of Adani Enterprises Limited. ACL is engaged in the business of cement manufacturing and marketing various grades of cement. ACL is the successful bidder for license of limestone mine, with extractable reserves of about 175 Mn tonnes, at Lakhpat, Gujarat. Further, ACL is also proposing to set up a grinding unit at Raigad in Maharashtra. The wholly owned subsidiary of ACL, Adani Cement Industries Limited (“ACIL”) is also engaged in cement manufacturing. ACIL has a grinding unit in Dahej, Gujarat.

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1.2 Proposed Transaction

1.2.1 We have been informed that the Management of Ambuja is contemplating merger of ACL with Ambuja, consideration of which would be discharged by way of issue of fully paid-up equity shares of Ambuja to the shareholders of ACL as per the Share Exchange Ratio recommended in this Report.
1.2.2 So far as the issue of equity shares of Ambuja to the shareholders of ACL is concerned, it shall be issued on preferential allotment basis in accordance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (“SEBI ICDR”) Regulations, 2018, as amended from time to time and other applicable SEBI Regulations, if any.
1.2.3 For the aforesaid purpose, the Management of Ambuja have appointed GTVAPL, Registered Valuer – Securities and Financial Assets, to submit a report recommending Share Exchange Ratio for the Proposed Transaction as required under the relevant provisions of the Companies Act, 2013.
1.2.4 We would like to emphasize that certain terms of the Proposed Transaction are stated in our Report, however, the detailed terms of the Proposed Transaction would be more fully described and explained in the Scheme document between the Specified Companies. Accordingly, the description of the terms and certain other information contained herein is qualified in its entirety by reference to the relevant Scheme documents.

1.3 Scope of Work and Purpose of Valuation

1.3.1 We are given to understand that the Management of Ambuja is contemplating merger of ACL with Ambuja pursuant to a Scheme of Amalgamation under the provisions of Sections 230 to 232 and other applicable clauses of the Companies Act, 2013.
1.3.2 GTVAPL has been requested to submit an independent report recommending the Share Exchange Ratio for the proposed merger of ACL into Ambuja for the consideration of the Board of Directors of Ambuja. This report will be placed before the Board of Ambuja, and to the extent mandatorily required under applicable laws of India, maybe produced before judicial, regulatory or government authorities, in connection with the Proposed Transaction.
1.3.3 The scope of our services is to conduct a fair valuation of the equity shares of the Specified Companies and report on the Share Exchange Ratio for the Proposed Transaction in accordance with generally accepted professional standards.
1.3.4 For the aforesaid purpose, the valuation analysis is carried out by giving cognizance to the ICAI Valuation Standards, 2018 and as part of valuation process by assigning appropriate weights to the applicable internationally accepted methodologies.
1.3.5 This Report is our deliverable for the above engagement.
1.3.6 This Report is subject to the scope, assumptions, exclusions, limitations and disclaimers detailed hereinafter. As such, the Report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to therein.

2. SOURCE of INFORMATION

2.1. In connection with this exercise, we have used the following information received from the Management and/or gathered from public domain while arriving at the Share Exchange Ratio for the Proposed Transaction:
2.1.1. With respect to Ambuja
a) Annual Report of Ambuja from Financial Year ended 31 December 2019 to Financial Year ended 31 March 2024;
b) Financial Projections from FY2025 to FY2028;
c) Latest available Shareholding Pattern, from BSE filings;
d) Management view on materiality of contingent liabilities;
e) Audited financial statements of subsidiaries, associates and joint ventures for FY2024.

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2.1.2. With respect to ACL

a) Audited financial statements of ACL for FY2023 and FY2024;
b) Audited financial statements of ACIL for FY 2023 and FY 2024;
c) Financial Projections of ACIL from FY 2025 to FY 2029;
d) Financial Projections of Raigad grinding unit, which is under ACL, from FY 2025 to FY 2030; e) Details of Mudhway Mine, mining rights of which are with ACL;
f) Financial projections of mining operations at Mudhway, from FY 2025 till FY 2050;
g) Shareholding Pattern of ACL and ACIL as on the valuation date;
h) Management view on materiality of contingent liabilities;

2.1.3. Other Information

a) Draft Scheme of Amalgamation;
b) International Databases such as Capital IQ, World Wide Web;
c) Correspondence with the Management of Specified Companies including Management Representation Letter.
2.2. During the discussions with the Management, we have also obtained the explanations, information and representations, which we believed were reasonably necessary and relevant for our exercise. The Management of Ambuja has been provided with the opportunity to review the draft Report (excluding the recommended Share Exchange Ratio) as part of our standard practice to make sure that factual inaccuracies / omissions are avoided in our final Report.
2.3. The management has informed us over telephonic calls, representation letter or otherwise that: a) There would not be any capital variation in the Specified Companies (except changes in the capital structure outlined in the Scheme) till the Proposed Transaction becomes effective, without the approval of the shareholders and other relevant authorities.
b) Till the Proposed Transaction becomes effective, neither of the Specified Companies would declare any dividend which are materially different than those declared in the past few years.
c) There are no unusual / abnormal events in the Specified Companies other than those represented to us by the Management of the Specified Companies till the date of this report (“Report Date”) materially impacting their operating / financial performance. Further, the Management has informed us that all material information impacting the Specified Companies has been disclosed to us.
d) The Management of Specified Companies has confirmed that the valuation of all the surplus or non-operating assets in the Specified Companies can be considered as per the audited Balance Sheets as on 31 March 2024.
2.4. We have taken into consideration market parameters as on the Valuation Date, in our analysis and made adjustments for information made known to us by the Management till the Report Date which will have a bearing on the valuation analysis.

3. About the Valuer

3.1. GT Valuation Advisors Private Limited is a Registered Valuer entity under Insolvency and Bankruptcy Board of India (IBBI) having Registration No IBBI/RV-E/05/2020/134. GTVAPL holds certificate of practice with RVO ICMAI to value Securities and Financial Assets and Plant and Machinery.
3.2. Darshana Kadakia is a Director in GTVAPL and is a registered valuer with IBBI. The valuer registered with Insolvency and Bankruptcy Board of India (IBBI) to undertake valuation under asset class Securities and Financial Assets and holds certificate of practice as a valuer.

4. Disclosure of the Registered Valuer’s Interest or Conflict, if any and other affirmative statements

4.1. We do not have any financial interest in the Client or the Company, nor do we have any conflict of interest in carrying out this valuation, as of the date of the engagement letter till the Report Date. We further state that we are not related to the Client / Company / their promoters.

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5. VALUATION PROCEDURES ADOPTED

5.1. Procedures used in our analysis included such substantive steps as we considered necessary under the circumstances, including, but not limited to the following:

5.1.1. Discussion with the Management to:

a) Understand the business and various business segments of the Specified Companies.
b) Enquire about the historical financial performance, current state of affairs of the Specified Companies
c) Enquire about business plans and future performance estimates.

5.1.2. Undertook Industry Analysis:

a) Research on publicly available market data on Cement Industry that may impact the valuation.
b) Analysis of key trends and valuation multiples of comparable companies using:
- i. Valuer internal transactions database
- ii. Proprietary databases subscribed by the Valuer
c) Other publicly available information.
5.1.3. Analysis of information
5.1.4. Selection of appropriate internationally accepted valuation methodology / (ies) after deliberations
5.1.5. Determination of fair values of the Specified Companies
5.1.6. Arriving at the Share Exchange Ratio for the Proposed Transaction.

6. SHAREHOLDING PATTERN OF SPECIFIED COMPANIES

6.1. Ambuja

6.1.1. The issued and subscribed share capital of Ambuja as on the Valuation Date was INR 4,926.2 million consisting of 2,463.1 million equity shares of face value of INR 2 each.
6.1.2. The summary of shares outstanding as on the Valuation Date are presented in the table below:

Sr. No.	Particulars	No of Shares
1.	Promoter and Promoter Group	1,73,13,37,052
2.	Public	73,04,46,585
3.	Non-Promoter Non-Public	13,39,841
	Total Shares	2,463,123,478

*Source: Management

6.2. ACL

6.2.1. The issued and subscribed equity share capital of ACL as on the Valuation Date was INR 0.5 million consisting of 50,000 equity shares of face value of INR 10 each.
6.2.2. The summary of shares outstanding as on the Valuation Date are presented in the table below:

Sr. No.	Particulars	No of Shares
1.	Adani Enterprises Limited alongwith its nominees	50,000
	Total Shares	50,000

*Source: Management

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7. VALUATION APPROACH & METHODOLOGY

7.1. Valuation Procedures

Arriving at the Share Exchange Ratio for the Proposed Transaction would require determining the fair value of equity shares of ACL and equity shares of Ambuja. These values are to be determined independently without considering the effect of the Proposed Transaction.

In connection with this exercise, we have adopted the following procedures to carry out the equity valuation of the Specified Companies:

7.1.1. Data Collection and Planning:

a) Collected financial data and key performance indicators for the historical period.
b) Held discussions with the Management pertaining to the business and the expected performance indicators during the projected period.

c) Any details needed for industry data, market share, surplus assets, assets and liabilities classified as held for sale, contingent liabilities and other data required based on further understanding.

7.1.2. Data Analysis and Management Discussions:

a) Sought discussions with the Management to understand the business and fundamental factors that affect the earning-generating capability including its strengths, weaknesses, opportunity and threats analysis and historical financial performance.
b) Where needed, analyzed publicly available information whether or not provided by Management.

7.1.3. Undertook Industry Analysis:

a) Research publicly available market data including economic factors and industry trends that may impact the valuation.
b) Analysis of the market to identify comparable companies and comparable transactions. c) Other publicly available information.

7.1.4. Performing Valuation Analysis:

a) Selected appropriate Internationally acceptable valuation methodologies to be used based on the information received, understanding gathered through interviews with the Management, publicly available information and prior experience.
b) Understood key drivers of valuation and supporting assumptions. c) Identified key assumptions and arrived at fair value of equity shares of the Specified Companies in order to determine the Share Exchange Ratio for the Proposed Transaction.

7.2. Valuation Parameters

7.2.1. Valuation Base: Valuation base means the indication of the type of value being used in an engagement. Different valuation bases may lead to different conclusions of value. The standard of value used in our analysis is “Fair Value” which is often understood as the price, that would be received to sell an asset in an orderly transaction between market participants at the valuation date. Fair value is the price in an orderly transaction in the principal (or most advantageous) market at the valuation date under current market conditions (i.e. an exit price) regardless of whether that price is directly observable or estimated using another valuation technique.
7.2.2. Premise of Value: A premise of value or assumed use describes the conditions and circumstances of how an asset is deployed. We have considered the “going concern value” as Premise of Value.
7.2.3. Intended Users: This Report is intended for consumption of the Client, its advisors supporting the Proposed Transaction as well as relevant regulatory and statutory authorities.
7.2.4. Valuation Date: The Valuation Date considered for this engagement is 26 June 2024.

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7.2.5. Valuation Standards: The report is being prepared in accordance with the relevant ICAI Valuation Standards, 2018 such as ICAI Valuation Standard 102 – Valuation Bases, ICAI Valuation Standard 103 – Valuation Approaches and Methods, ICAI Valuation Standard 301 – Business Valuation.

7.3. Valuation Approach & Methodology

7.3.1. Valuation of a business is not an exact science and ultimately depends upon what it is worth to a serious investor or buyer who may be prepared to pay a substantial goodwill. This exercise may be carried out using various methodologies, the relative emphasis of each often varying with:
a) Specific nature of the business
b) Whether the entity is listed on a stock exchange
c) Industry to which the company belongs.
d) Past track record of the business and the ease with which the growth rate in cash flows to perpetuity can be estimated.
e) Extent to which industry and comparable company information is available.
7.3.2. The results of this exercise could vary significantly depending upon the basis used, the specific circumstances and professional judgment of the valuer. Certain valuation techniques have evolved over time and are commonly in vogue.
7.3.3. It should be understood that the valuation of any business/ company or its assets/ equity shares is inherently subjective and is subject to certain uncertainties and contingencies, all of which are difficult to predict and are beyond our control. Valuation results could fluctuate with lapse of time, changes in prevailing market conditions and prospects, industry performance and general business and economic conditions, financial and otherwise, and other factors which generally influence the valuation of companies.
7.3.4. The application of any method of valuation depends on the purpose for which the valuation is done. Although, different values may exist for different purposes, it cannot be too strongly emphasized that a valuer can only arrive at one value for one purpose. The choice of methodology of valuation has been arrived at using usual and conventional methodologies adopted for transactions of a similar nature, regulatory guidelines, and our reasonable judgement, in an independent and bona fide manner based on our previous experience of assignments of similar nature.
7.3.5. The Management is contemplating merger of ACL and Ambuja in accordance with the provisions of section 230 to 232 of the Companies Act 2013.
7.3.6. We have evaluated the following valuation methodologies as per any internationally accepted pricing methodology on arm’s length basis. The valuation techniques can be broadly categorized as follows:
a) Market Approach
- i. Market Price Method
- ii. Comparable Companies Multiple (“CCM”) Method
- iii. Comparable Transaction Multiple (“CTM”) Method
b) Income Approach – Discounted Cash Flow Method
c) Asset / Cost Approach – Net Asset Value Method

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7.4. Valuation Methods

7.4.1. Market Price Method

The market price of an equity shares as quoted on stock exchanges is normally considered as the value of the equity shares of that company where such quotations are arising from the shares being regularly and freely traded in, subject to the element of speculative support that may be inbuilt in the value of the shares.

The equity shares of Ambuja are listed on NSE and BSE and there are regular transactions in its equity shares with adequate volumes. Thus, the share prices observed on NSE over a reasonable period, considering the volume traded was higher on NSE than BSE, have been considered for arriving at the value per equity share of Ambuja under the Market Price method.

As mentioned above, since as part of the Proposed Transaction, shares of Ambuja, i.e., a listed company, will be made to the shareholders of ACL, i.e., an unlisted company, it is required to follow the pricing conditions that apply to preferential issue under ICDR regulations. Thus, the market price is arrived as per the pricing formula provided under regulation 164(1) under Chapter V – Preferential Issue of SEBI ICDR regulations.

As per the said regulation “If the equity shares of the issuer have been listed on a recognized stock exchange for a period of 90 trading days or more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:

a) the 90 trading days' volume weighted average price of the related equity shares quoted on the recognised stock exchange preceding the relevant date; or
b) the 10 trading days' volume weighted average prices of the related equity shares quoted on a recognised stock exchange preceding the relevant date. "

Therefore, we have considered the higher of 90 days or 10 days volume weighted average price as Market Price for computation.

Since the equity shares of ACL are not listed on any recognized stock exchanges, we have not considered the Market price method to estimate the fair value of equity shares of ACL.

7.4.2. CCM Method

Under this methodology, appropriate valuation multiples of comparable listed companies are computed and applied to the financials of the company being valued in order to arrive at a multiple based valuation. This is based on the premise that the market multiples of comparable listed companies are good benchmarks to derive valuation.

In the present valuation analysis, based on research from international databases and discussions with the Management, we were able to identify companies listed on recognized stock exchanges which can be considered as comparable to Ambuja. In identifying the comparable companies’ certain parameters like similarity in business activity, financial performance, size of operations etc. were considered. Based on this analysis, we have considered the Comparable Companies Multiple Method to estimate the fair value of equity shares of Ambuja.

While we have screened for publicly listed companies comparable to ACL, given the current status, size, scale of operations and the expected revenue growth rates and expected profitability of ACL, we did not find publicly listed companies comparable to ACL. We have therefore not considered this method to estimate the fair value of equity shares of ACL.

7.4.3. Comparable Transactions method

This method is similar to the above CCM method, with the exception that the companies used as guidelines are those that have been recently acquired. Under the CTM Method, acquisitions or divestitures involving similar companies are identified, and the multiples implied by their purchase prices are used to assess the subject company's value. There is no rule of thumb for the appropriate age of a reasonable transaction; however, it is important to be aware of the competitive market at the time of the transaction and factor any changes in the marketplace environment into the analysis. All other things being equal, the more recent the transaction, the more reliable the value arrived at using this technique.

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We were unable to use this method for our valuation analysis of the Specified Companies due to lack of credible and sufficient information available in the public domain relating to comparable transactions of companies at similar stage, size and scale of operations in the recent past.

7.4.4. Discounted Cash Flow (“DCF”) Method

Under the DCF method the projected free cash flows to the firm/ equity are discounted at the weighted average cost of capital/ cost of equity. In general, the DCF method is a strong and widely accepted valuation tool, as it concentrates on cash generation potential of a business. DCF analysis is based mainly on the following elements:

Projection of financial statements (key value driving factors),
The cost of capital to discount the projected cash flows.

Considering the above, we have used this method to estimate the fair value of equity shares of Ambuja, since it captures Ambuja’s growth and cash generating potential. Similarly, we have used this method to value some of the assets of ACL including investment in ACIL, the mining rights in Gujarat and the grinding unit being set up in Raigad.

We have used the free cash flows to firm (the “FCFF”) approach under the DCF method to estimate the value of equity shares of Ambuja and some of the assets of ACL as mentioned above, based on the financial projections provided to us by the Management.

Please note that we have relied on explanations, financial projections and information provided by the Management. Projections and assumptions for the projected period are only the best estimates of the Management for the Company’s growth and sustainability of profitability margins. Although, we have reviewed the data for consistency and reasonableness, we have not independently investigated or otherwise verified the data provided.

7.4.5. Net Asset Value (“NAV”) Method

The value arrived at under this approach is based on the latest available audited/ unaudited/ provisional financial statements of the business and may be defined as the Shareholder’s Funds or Net Asset Value of the company.

Under this method, the net assets as per the financial statements are adjusted for market value of surplus/ nonoperating assets, potential and contingent liabilities, if any. The NAV is generally used as the minimum break-up value for any business since this methodology ignores the future return the assets can produce and is calculated using historical accounting data that does not reflect how much the business is worth to someone who may buy or invest in the business as a going concern.

In the present case, we have considered Sum of the Parts (“SOTP”) approach under this method to value ACL as a whole since ACL is an investment holding company with investments in equity shares of ACIL, proposed grinding unit in Raigad, mining rights in Gujarat and investments in other projects.

Based on our discussions with the Management, and analysis of the historical and projected profit and loss statements of Ambuja, we understand that the current NAV only reflects the historical costs and accumulated profits of Ambuja which do not reflect the fair value of the assets and liabilities as of the Valuation Date.

Since, the current NAV is not reflective of Ambuja’s future cash generation and performance, keeping in mind the context and purpose of the Report, we have not used this method to estimate the fair value of equity shares of Ambuja.

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8. BASIS OF SHARE EXCHANGE RATIO

8.1. The equity share exchange ratio has been arrived at on the basis of the fair value of equity shares of the Specified Companies based on the various approaches / methods explained in this Report and various qualitative factors relevant to each company and the business dynamics and growth potentials of the businesses of the Specified Companies, having regard to information base, key underlying assumptions and limitations.
8.2. While we have provided our recommendation of the Share Exchange Ratio based on the information available to us and within the scope and constraints of our engagement, others may have a different opinion as to the Share Exchange Ratio. The final responsibility for the determination of the exchange ratio at which the Proposed Transaction shall take place will be with the Board of Directors of the respective companies who should take into account other factors such as their own assessment of the Proposed Transaction and input of other advisors.
8.3. The Share Exchange Ratio is based on the methodologies explained herein earlier and various qualitative factors relevant to each company and the business dynamics and growth potentials of the businesses of the Specified Companies, having regard to available information base, key underlying assumptions and limitations.

9. SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

9.1. Provision of valuation opinions and consideration of the issues described herein are areas of our regular practice. These services do not represent accounting, assurance, accounting / tax due diligence, consulting or tax related services that may otherwise be provided by us or our affiliates.
9.2. The recommendation contained herein is not intended to represent value at any time other than the date of the Report. Also, it may not be valid if done on behalf of any other entity.
9.3. This Report, its contents and the results herein are specific to (i) the purpose of valuation agreed as per the terms of our engagement; (ii) the Valuation Date and (iii) are based on the data detailed in the section – Sources of Information. An analysis of this nature is necessarily based on the information made available to us, the prevailing stock market, financial, economic and other conditions in general and industry trends in particular, as of the Valuation Date. Events occurring after the date hereof may affect this Report and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this Report.
9.4. The recommendation rendered in this Report only represents our recommendation based upon information till date, furnished by the Management (or its representatives) and other sources and the said recommendation shall be considered to be in the nature of non-binding advice, (our recommendation will however not be used for advising anybody to take buy or sell decision, for which specific opinion needs to be taken from expert advisors).
9.5. It should be understood that the valuation of any entity or its assets is inherently subjective and is subject to uncertainties and contingencies, all of which are difficult to predict and are beyond our control. In performing our analysis, we have relied on explanations provided by the Management and have made assumptions with respect to industry performance and general business and economic conditions, many of which are beyond the control of the Specified Companies. This valuation could fluctuate with lapse of time, changes in prevailing market conditions and prospects, foreign exchange rates, industry performance and general business and economic conditions, financial and otherwise, of the companies, and other factors which generally influence the valuation of companies and their assets.
9.6. The recommendation of a Share Exchange Ratio is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual judgement. There is, therefore, no single undisputed Share Exchange Ratio. While we have provided our recommendation of the Share Exchange Ratio based on the information available to us and within the scope of our engagement, others may have a different opinion. The final responsibility for the recommendation of the Share Exchange Ratio at which the Proposed Transaction shall take place will be with the Board of Directors of the Specified Companies who should take into account other factors such as their own assessment of the Proposed Transaction and input of other advisors.

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9.7. In the course of the valuation, we were provided with both written and verbal information, including information as detailed in the section - Sources of Information. In accordance with the terms of our engagement, we have assumed and relied upon, (i) the accuracy of the information that was publicly available and formed a basis for this Report and (ii) the accuracy of information made available to us by the Management. As per our Engagement Letter and in accordance with the customary approach adopted in valuation exercises, we have not audited or otherwise investigated the historical/projected financial information provided to us. Although, we have made the necessary enquiries regarding the key assumptions considered in the business model in the context of the Specified companies, their industry or their economy and reviewed such data for consistency and reasonableness, we have not independently investigated the data provided by the Management. Accordingly, we do not express an opinion or offer any form of assurance regarding the truth and fairness of the financial position as indicated in the financial statements. Also, with respect to explanations and information sought from the Management, we have been given to understand by Management that they have not omitted any relevant and material factors. Our conclusions are based on the assumptions and information given by/on behalf of the Specified Companies. The Management has indicated to us that they have understood that any omissions, inaccuracies or misstatements may materially affect our valuation analysis/results. Also, we assume no responsibility for financial/technical information furnished by Management.
9.8. Accordingly, we assume no responsibility for any errors in the information furnished by the Management or obtained from public domain and their impact on the Report. However, nothing has come to our attention to indicate that the information provided was materially mis-stated/ incorrect or would not afford reasonable grounds upon which to base the Report.
9.9. We have relied on data from external sources. These sources, although considered to be reliable, are external and hence, we assume no liability for the accuracy of the data. We have assumed that the business continues normally without any disruptions due to statutory or other external/ internal occurrences.
9.10. The Management has represented that the business activities have been carried out in the normal and ordinary course between 31 March 2024 and the Report Date for the Specified Companies and that no material adverse change has occurred in their respective operations and financial position between the respective aforementioned dates.
9.11. The Report assumes that the Specified Companies, their subsidiaries, associates and Joint Ventures (“JVs”) comply fully with relevant laws and regulations applicable in all their areas of operations unless otherwise stated, and that all the companies will be managed in a competent and responsible manner. Further, except as specifically stated to the contrary, this Report has given no consideration to matters of regulatory nature, tax nature (including domestic and international tax etc.) and legal nature, including issues of legal title and compliance with local laws, and litigation and other contingent liabilities that are not recorded in the audited/unaudited balance sheet of the Specified Companies, their subsidiaries and JVs. Our conclusion of value assumes that the assets and liabilities of the Specified Companies, their subsidiaries, associates and JVs, reflected in their respective latest balance sheets remain intact as of the Report Date.
9.12. This Report does not look into the business/ commercial reasons behind the Proposed Transaction nor the likely benefits arising out of the same. Similarly, it does not address the relative merits of the Proposed Transaction as compared with any other alterative business transaction or other alternatives or whether such alternatives could be achieved or are available. In addition, we express no opinion or recommendation as to how the shareholders of the Company should vote at any shareholders' meeting(s) to be held in connection with the Proposed Transaction.
9.13. No investigation / inspection of the Specified Companies' claim to title of assets has been made for the purpose of this Report and the Specified Companies' claim to such rights has been assumed to be valid. No consideration has been given to liens or encumbrances against the assets, beyond the loans disclosed in the accounts. Therefore, no responsibility is assumed for matters of a legal nature.
9.14. We have no present or planned future interest in Ambuja and the fee for this report is not contingent upon the values or results reported herein.
9.15. We will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by any other advisor to the Specified Companies. In no event shall we be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or willful default on part of the Specified Companies, their directors, employees or agents.

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9.16. We do not accept any liability to any third party in relation to the issue of this Report. It is understood that this analysis does not represent a fairness opinion on the Share Exchange Ratio. This Report is not a substitute for the third party's own due diligence/ appraisal/ enquiries/ independent advice that the third party should undertake for his purpose. Our report is not, nor should it be construed as our opining or certifying the compliance of the Proposed Transaction with the provisions of any law including companies, taxation or as regards any legal implications or issues arising thereon.
9.17. This Report is subject to the laws of India. 9.18. The information provided by the Management have been appropriately reviewed in carrying out the valuation. Sufficient time and information were provided to us to carry out the valuation.
9.19. Neither this Report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, annual report, loan agreement or other agreement or document given to third parties, without our prior written consent except for disclosures to be made to relevant regulatory authorities including National Company Law Tribunal, recognized stock exchanges or as required under applicable law.
9.20. This Report and the information contained in it is absolutely confidential and intended only for the sole use and information of the Board of Ambuja and only in connection with the Proposed Transaction. Without limiting the foregoing, we understand that Ambuja may be required to share this Report with regulatory or judicial authorities in connection with the Proposed Transaction. We hereby give consent to such disclosure of this Report, on the basis that the Valuer owes responsibility only to Ambuja that has engaged us, under the terms of the engagement, and no other person; and that, to the fullest extent permitted by law, the Valuer accepts no responsibility or liability to any other party, in connection with this Report. It is clarified that reference to this Report in any document and / or filing with any recipient, in connection with the Proposed Transaction, shall not be deemed to be an acceptance by the Valuer of any responsibility or liability to any person / party other than Ambuja.
9.21. The scope of work has been limited both in terms of the areas of the business and operations which we have reviewed and the extent to which we have reviewed them. There may be matters, other than those noted in this report, which might be relevant in the context of the Proposed Transaction and which a wider scope might uncover. Our assistance/ this report should not be considered any advice for financial reporting purposes. The Report is for regulatory compliance only and may not be used for any other purpose other than that stated herein and in our Engagement Letter, in particular for accounting or financial reporting purposes. Management is solely responsible for determining any amounts it records in its books and records and financial statements and footnotes thereto.
9.22. Our report can be used by Ambuja only for the purpose, as indicated in this report, for which we have been appointed. The results of our valuation analysis and our report cannot be used or relied by Ambuja for any other purpose or by any other party for any purpose whatsoever. We are not responsible to any other person / party for any decision of such person / party based on this report. Any person / party intending to provide finance / invest in the shares / business of the Specified Companies / their holding companies / subsidiaries / associates / investee companies / other group companies, if any, shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision. If any person / party (other than Ambuja) chooses to place reliance upon any matters included in the report, they shall do so at their own risk and without recourse to the Valuer. It is hereby notified that usage, reproduction, distribution, circulation, copying or otherwise quoting of this report or any part thereof, except for the purpose as set out earlier in this report, without our prior written consent, is not permitted, unless there is a statutory or a regulatory requirement to do so.

9.23. Any discrepancies in any table / annexure between the total and the sums of the amounts listed are due to rounding-off.

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10. CONCLUSION

Based on the forgoing, and on consideration of all the relevant factors and circumstances as discussed and outlined hereinabove, pursuant to the merger of ACL into Ambuja, we recommend the following Share Exchange Ratio:

174 (One Hundred seventy-four) Equity Shares of Ambuja of INR 2 each fully paid up, for every 1 (One) Equity Share of ACL of INR 10 each fully paid up,

It should be noted that we have not examined any other matter including economic rationale for the Proposed Transaction per se or accounting, legal or tax matters involved in the Proposed Transaction.

Respectfully submitted,

For GT Valuation Advisors Private Limited

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

eSigned using Aadhaar (Leegality.com - Gh4HlaD) Darshana Kadakia Date: Thu Jun 27 08:10:54 IST 2024

Director Darshana Kadakia

Date: 27 June 2024

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Annexure 1

The Computation of Share Exchange Ratio for the Proposed Transaction as derived by us, is given below:

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

Valuation Approach ACL (A) Ambuja (B)
Weights Value per Share Weights Value per Share
(INR) (INR)
Market Approach
Market Price Method NA NA 100% 666.8
Comparable Companies Multiple method NA NA 0% 625.8
Comparable Transactions Method NA NA NA NA
Income Approach- Discounted Cash Flow
NA NA 0% 535.5
Method
Cost Approach – Net Asset Value Method 100% 115,883.0 NA NA
Concluded Value Per share 115,883.0 666.8
Fair Share Exchange Ratio (A/B) (Rounded) 1:174
----- End of picture text -----

*NA= Not Applicable/Not Adopted

Comparable Transactions Method is not adopted due to lack of credible and sufficient information available in public domain relating to comparable transactions.
Comparable Companies Multiple Method is not adopted for ACL since there are no closely comparable listed companies.
Income approach is adopted as we have been provided with financial forecast for the business of the Specified Companies from the Management, and this methodology captures the future cash flows.
The Cost approach is not used for Ambuja as in the present case, it is a going concern and hence an actual realization of their operating assets is not contemplated.

Share Exchange Ratio

174 (One Hundred Seventy-four) Equity Shares of Ambuja of INR 2 each fully paid up, for every 1 (One) Equity Share of ACL of INR 10 each fully paid up

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Annexure 5

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IDBI CAPITAL MARKETS & SECURITIES LTD. Reg. Office IDBI Tower, 6th Floor, WTC Complex Cuffe Parade, Mumbai 400 005 Tel: +91-22-2217 1700, 6836 1299 Fax: +91-22-2215 1781 Email: [email protected] CIN: U65990MH1993GOI075578

STRICLTY CONFIDENTIAL

Ref: Inv. Bk/M&A/GD/24-25/024

June 27, 2024

The Board of Directors

Ambuja Cements Limited

Adani Corporate House, Shantigram, Near Vaishnav Devi Circle, 5. G. Highway, Khodiyar, Ahmedabad, Gujarat 382421.

Dear Members on the Board,

Subject: Fairness Opinion on the Share Swap Ratio for the Proposed Scheme of Amalgamation of Adani Cementation Limited with Ambuja Cements Limited.

This is with reference to our appointment vide letter dated May 24, 2024 (“ Appointment Letter ”) wherein Ambuja Cements Limited (hereinafter referred to as the “ Transferee Company ” or “ Amubja ”) had engaged IDBI Capital Markets & Securities Limited (“ IDBI Capital ”) to provide Fairness Opinion to the Board of Directors of Ambuja on the Share Swap Ratio determined by GT Valuation Advisors Private Limited (the “Valuer” ) appointed by Ambuja for the proposed scheme of Amalgamation of Adani Cementation Limited with Ambuja Cements Limited under Sections 230 to Sections 232 and other applicable provisions of the Companies Act, 2013 (“ Proposed Scheme ”).

1. Company Background and Scope of Engagement:

The Transferor Company (as defined hereinafter) was incorporated on December 6, 2016, as Adani Cementation Limited (“ ACL ”), a public limited company, with the Registrar of Companies, under the provisions of the Act. The Corporate Identification Number of the Transferor Company is U74999GJ2016PLC094589. The registered office of the Transferor Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India.

(Wholly Owned Subsidiary of IDBI Bank Limited) www.idbicapital.com www.idbidirect.in

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The Transferor Company is engaged in the business of cement manufacturing and marketing various grades of cement. The Transferor Company is the successful bidder for license of limestone mine, with reserves of about 275 million tonnes, at Lakhpat, Gujarat. The Transferor Company is also proposing to set up a grinding unit at Raigad, Maharashtra.

The Transferor Company is a wholly owned subsidiary of Adani Enterprises Limited (“ AEL ”). AEL alongwith its nominees hold the entire paid-up equity share capital of the Transferor Company. The equity shares of AEL are listed on BSE Limited and National Stock Exchange of India Limited (together to be called as “ Stock Exchanges ”). Adani Cement Industries Limited (“ ACIL ”) is a wholly owned subsidiary of the Transferor Company. ACIL is also engaged in the business of cement manufacturing and marketing various grades of cement. AEL, the Transferor Company and ACIL are part of Adani Group of companies

The Transferee Company was incorporated on October 20, 1981, as Ambuja Cements Private Limited, a private limited company, with the Registrar of Companies, Gujarat, under the provisions of the Companies Act, 1956. Its name was changed to (a) Ambuja Cements Limited on March 19, 1983; (b) Gujarat Ambuja Cements Limited on May 19, 1983; and (c) Ambuja Cements Limited on April 5, 2007. The Corporate Identification Number of the Transferee Company is L26942GJ1981PLC004717. The registered office of the Transferee Company is situated at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad, Gujarat – 382 421, India.

“ Entities ” collectively means Transferee Company and Transferor Company;

For the purpose of proposed Amalgamation of Transferee Company with Transferor Company, the Transferor Company has appointed the Valuer to determine the Share Swap Ratio (as defined below) and has in terms of the Appointment Letter requested IDBI Capital to examine the Valuation Report issued by the Valuer and other related information provided by the Company and issue our independent opinion as to the fairness of the Share Swap Ratio (“ Fairness Opinion ”) as per the requirements of the relevant SEBI circulars (“ SEBI Circular” ). This fairness opinion is being provided solely to the Board of Directors of Ambuja Cements Limited and strictly within this context and is not intended to represent the valuation at which

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such a transaction is carried out, and does not address Ambuja (or any other party's) underlying business decision to proceed with or effect any commercial decisions relating to the proposed Scheme of Amalgamation.

As per the Valuation Report dated June 27 , 2024, the valuers have recommended the Share Swap Ratio of 174 (One Hundred and Seventy Four) equity shares of Ambuja Cements Limited of INR 2 /- each fully paid up for every 1 (One) equity shares of Adani Cementation Limited of INR 10/- each fully paid up (“ Share Swap Ratio ”).

All terms not specifically defined in this Fairness Opinion Report shall carry the same meaning as in the Proposed Scheme.

For the avoidance of doubt, this Fairness Opinion is not to be construed as financial advice in relation to the sale of, or subscription for, any shares in Ambuja Cements Limited to any person.

2. Proposed Scheme

Rationale of the Scheme

As per proposed Scheme, the Scheme will enable the Transferee Company to absorb the business of the Transferor Company and enhance its manufacturing capacity to carry out the manufacturing operation more effectively and seamlessly.

The business of the Transferor Company will be carried on more efficiently and economically. Further, improved utilisation of the combined resources of both the aforesaid companies would result in lowering the overheads and elimination of duplication of work and reduction in compliance requirements.

The amalgamation will help the Transferee Company to quickly start the construction activity at various sites of the Transferor Company and that of the wholly owned subsidiary of the Transferor Company.

The amalgamation would lead to enhanced value addition for both the aforesaid companies and consequently the value for shareholders will increase.

Parts of the Proposed Scheme

The Scheme is divided into the following parts:

Part I deals with the definitions, interpretation, date of taking effect and share capital of the Transferor Company and the Transferee Company;

Part II deals with the amalgamation of the Transferor Company into and with the Transferee Company in accordance with the provisions of Sections 230 – 232 of the Act; and

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Part III deals with the general terms and conditions that would be applicable to the Scheme.

3. Source of Information:

In arriving at the opinion set forth below, we have relied on the following:

a) Valuation Report dated June 27, 2024 prepared by GT Valuation Advisory Private Limited;
b) Draft Scheme of Amalgamation;
c) Financial Projections of Dahej Grinding Unit of ACIL, Raigadh Grinding Unit and Mudhvay Limestone Mines of ACL and Ambuja;
d) Historical Audited financial statements as on March 31, 2023 and March 31, 2024 for entities and ACIL;
e) Estimation of Capital Expenditure plan and timelines to start Mudhvay Limestone Mines, Raigadh Grinding Unit and brownfield expansion at Dahej Grinding Unit.
f) Estimated working capital cycle at Grinding Units of ACIL and ACL.
g) Income Tax regime followed by the ACIL and ACL.
h) Representations from the management of Ambuja Cements Limited;
i) Additional information provided through email. Information including but not limited to those mentioned hereinabove.

4. Scope Limitations and Disclaimers:

This Fairness Opinion is being provided solely to and from the perspective of Board of Directors of Ambuja Cements Limited and only in connection with the Proposed Scheme.

This Fairness Opinion is confidential and is provided pursuant to and subject to the terms of our appointment and terms of business.

It is being made available for information purposes only and on a confidential basis.

This Fairness Opinion is for the exclusive use of Board of Directors of Ambuja Cements Limited and it may be disclosed to such persons and authorities as may be required under Law.
This Fairness Opinion must not be copied, reproduced, distributed or passed, in whole or in part, to any other person at any time without our prior written consent.

Each recipient acknowledges that some or all of the information contained in the Fairness Opinion is or may be inside

information and that the use of such information may be regulated or prohibited by applicable legislation including

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securities law relating to insider dealing and market abuse and each recipient undertakes not to use any information contained in the opinion for any unlawful purpose.

This Fairness Opinion does not constitute an offer or invitation or a solicitation of any offer or invitation for the sale or purchase of securities or of any of the assets, business or undertaking of Ambuja Cements Limited. In addition, it is not intended to form the basis of or act as an inducement to enter into any contract or investment activity, and should not be considered as a recommendation by us, Ambuja Cements Limited or any other person in relation to Ambuja Cements Limited.

The information used for this opinion, which does not purport to be comprehensive, has been provided to us by Ambuja Cements Limited and its advisors and/or obtained from publicly available sources. We have assumed the accuracy of the information so received and this has not been verified by us. No representation or warranty, express or implied, is or will be given by us or our respective directors, officers, employees or advisers or any other person as to the accuracy or completeness of this opinion and, so far as permitted by law, no responsibility or liability is accepted for the accuracy or sufficiency thereof, or for any errors, omissions or misstatements, negligent or otherwise, relating thereto.

In particular, but without limitation, (subject as aforesaid) no representation or warranty, express or implied, is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts and nothing in this opinion is or should be relied on as a promise or representation as to the future. Accordingly, (subject as aforesaid) neither us, nor any of our respective directors, officers, employees or advisers, nor any other person, shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this opinion or any other written or oral communication with the recipient or its advisors in connection with its evaluation of Entities and (save in the case of fraudulent misrepresentation or wilful non-disclosure) any such liability is expressly disclaimed.

The receipt of this opinion by any person is not to be taken as constituting the giving of investment opinion by us to any such person, nor to constitute such person our client.

For avoidance of any doubts, it is clarified that fees payable to IDBI Capital by Ambuja Cements Limited is not in any way contingent upon nature of opinion provided to Ambuja Cements Limited.

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5. Conclusion:

In our opinion, in the given circumstances, based on all relevant factors, information and subject to the scope limitations & disclaimers on the date hereof, and to the best of our knowledge and belief, we are of the opinion that the Share Swap Ratio as recommended by the Valuer, is fair and reasonable.

6. Distribution of the Fairness Opinion

The Fairness Opinion is addressed only to the Board of Directors of Ambuja Cements Limited. The Fairness Opinion shall not otherwise be disclosed or referred to publicly or to other third party without IDBI Capital’s prior written consent. However, Ambuja Cements Limited may provide a copy of the Fairness Opinion if required / called upon by any regulatory authorities of India subject to Ambuja Cements Limited promptly intimating IDBI Capital in written about receipt of such request from the regulatory authority. The Fairness Opinion should be read in totality & not in parts. Further, this Fairness Opinion should not be used or quoted for any purpose other than to whom it is addressed or for any purpose than the purpose stated hereinabove, then, we will not be liable for any consequences thereof & shall not take any responsibility for the same. Neither this Fairness Opinion nor its contents may be referred to or quoted to / by any third party, in any registration statement, prospectus, offering memorandum, annual report, loan agreement or any other agreement documents given to third parties. In no circumstances however, will IDBI Capital or its management, directors, officers, employees, agents, advisors, representatives and controlling persons of IDBI Capital accept any responsibility or liability including any pecuniary or financial liability to any third party.

Yours Faithfully,

For and on behalf of

IDBI Capital Markets & Securities Limited

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Authorised Signatory

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Annexure 9

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Ref: NSE/LIST/42685

January 01, 2025

The Company Secretary Ambuja Cements Limited Adani Corporate House, Shantigram, S. G. Highway, Khodiyar, Ahmedabad-382 421

Kind Attn.: Mr. Manish Mistry

Dear Sir,

Sub: Observation Letter for draft scheme of amalgamation of Adani Cementation Limited (“Transferor Company”) with Ambuja Cements Limited (“Transferee Company”) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

We are in receipt for captioned draft scheme of amalgamation filed by Ambuja Cements Limited.

Based on our letter reference no. NSE/LIST/42685 dated September 16, 2024, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 37 and 94(2) of SEBI (LODR) Regulations, 2015, SEBI vide its letter dated December 31, 2024, has inter alia given the following comment(s) on the draft scheme of arrangement:

a) The Company shall ensure that the proposed scheme of amalgamation and arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) 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.
c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.
d) The Company shall ensure that entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/authorities/tribunal.
e) The Company shall ensure compliance with the SEBI Circular issued from time to time.

This Document is Digitally Signed

Signer: KHYATI NANDAN VIDWANS Date: Wed, Jan 1, 2025 23:27:47 IST Location: NSE

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f) The Companies involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023 and ensure that all the liabilities of Transferor Companies are transferred to the Transferee Company.
g) The Company shall ensure that information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.
h) 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.
i) The Company 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 so that public shareholders can make an informed decision in the matter:
i. Need for the merger, Rationale of the scheme, 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 Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.
iii. Pre and Post scheme shareholding of ACL and Ambuja as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
iv. Capital built-up of ACL since incorporation and last 3 years shareholding pattern filed by ACL with ROC.
v. Details of Revenue, PAT and EBIDTA of ACL, Mudhway Mines, Raigad grinding unit, ACIL and Transferee Company for last 3 years.
vi. Projections considered for valuation of Ambuja, Mudhway Mines, Raigad griding unit and ACIL.
vii. Justification for growth rate considered for valuation of Ambuja, Mudhway Mines, Raigad grinding unit and ACIL
viii. Value of Assets and liabilities of ACL that are being transferred to Transferee Company and post-merger balance sheet of Ambuja.
ix. Rationale for showing shareholders of ACL as promoters in the Transferee company and its compliance with SEBI ICDR Regulations, 2018 and Companies Act, 2013.
x. Details of potential benefits and risks associated with the merger, including integration challenges, market conditions and financial uncertainties.
xi. Financial implication of merger on Promoters, Public Shareholders and the companies This Document is Digitally Signed involved.
xii. Details of present capacity of Mudhway Mines, Raigad grinding unit and ACIL and Signer: KHYATI NANDAN VIDWANS Date: Wed, Jan 1, 2025 23:27:47 IST
their utilization. Location: NSE

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xiii. Disclose all pending actions against the entities involved in the scheme and possible impact of the same on the Transferee Company to the shareholders.
j) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.
k) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.
l) The Company shall ensure that the “Scheme” shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.
m) 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.
n) 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.
o) The Company shall ensure that all the applicable additional information shall form part of disclosures to the shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.
p) The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder, including obtaining the consent from the creditors for the proposed scheme.
q) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl /stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to 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 Limited (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 This Document is Digitally Signed either for the financial soundness of any scheme or for the correctness of the statements made or opinions Signer: KHYATI NANDAN VIDWANS Date: Wed, Jan 1, 2025 23:27:47 IST expressed in the documents submitted. Location: NSE

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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.

The Listed entities 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.

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 January 01, 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

Khyati Vidwans Senior 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: KHYATI NANDAN VIDWANS Date: Wed, Jan 1, 2025 23:27:47 IST Location: NSE

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Annexure 10

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Annexure 12

Details in respect of the particulars mentioned / stipulated in: (a) clause i) of the no-objection letter, dated January 1, 2025, received from NSE; and (b) clause h) of the no adverse observation letter, dated January 1, 2025, received from BSE :

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

Particulars:

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

Details:

 Need for the Merger:

Ambuja Cements Limited (hereinafter referred to as “ Ambuja ” or the “ Transferee Company ”, as the context may admit) is among the leading cement companies in India, renowned for its hasslefree, home-building solutions with its unique sustainable development projects and environmentfriendly practices since it started its operations.

Adani Cementation Limited (hereinafter referred to as “ ACL ” or the “ Transferor Company ”, as the context may admit), through its wholly owned subsidiary, is engaged in the business of cement manufacturing and selling various grades of cement. ACL is the lessee of limestone mine, with resources of about 275 million tonnes spread over an area of about 238 Hectares, at Lakhpat, Gujarat. ACL is also proposing to set up a grinding unit at Raigad, Maharashtra.

The merger of ACL with Ambuja will result in focused growth, enhancement of manufacturing capacities, operational efficiencies and business synergies.

 Rationale of the Scheme:

The Scheme will enable the Ambuja to absorb the business of ACL and enhance its manufacturing capacity to carry out the manufacturing operation more effectively and seamlessly.
The business of ACL will be carried on more efficiently and economically. Further, improved utilisation of the combined resources of both the aforesaid companies would result in lowering the overheads and elimination of duplication of work and reduction in compliance requirements.
The amalgamation will help Ambuja to quickly start the construction activity at various sites of ACL and that of the wholly owned subsidiary of ACL.

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The amalgamation would lead to enhanced value addition for both the aforesaid companies and consequently the value for shareholders will increase.
Synergies of Business of the entities involved:
The proposed Scheme will enable Ambuja to absorb the business of ACL and enhance its manufacturing capacity to carry out the manufacturing operations more effectively and seamlessly.
Cost savings are expected to flow from more focused operational efforts, improved utilisation of the combined resources of both the aforesaid companies and elimination of duplication of work and reduction in compliance requirements.
Ambuja can immediately start the construction activity at various sites of ACL and that of the wholly owned subsidiary of ACL.
It is expected that the proposed consolidation will allow more focused strategy, standardization in operations, operating cost optimization, better monitoring and utilization of assets, which in turn would enhance shareholder's value.

 Impact of the Scheme on the Shareholders:

The proposed Scheme is expected to create value for the existing shareholders considering the transaction being done at a consideration in the form of shares of Ambuja valued as per the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 (hereinafter referred to as “ SEBI ICDR ”), as applicable.
It is expected that the proposed consolidation will allow more focused strategy, standardization in operations, operating cost optimization, better monitoring and utilization of assets, which in turn would enhance shareholder's value.
The impact of the Scheme on the shareholders including the public shareholders would be the same in all respects and no shareholder is expected to have any disproportionate advantage or disadvantage in any manner.

 Cost benefit Analysis of the Scheme:

The final purchase consideration represents a fair value of the business as substantiated by Share Exchange Ratio forming part of valuation report and fairness opinion obtained by Ambuja in relation to this Scheme.
Further, the consideration for equity is in the form of equity shares of Ambuja in case of amalgamation of ACL with Ambuja, as per the requirements of SEBI ICDR, as applicable. It preserves cash at Ambuja for further expansions and investment plans.

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

Particulars:

Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.

Details:

Details of the Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion :

pinion:
Sr. No.	Name	Particulars
1.	GT Valuation Advisors Private Limited	Registered Valuer for Ambuja Cements Limited. IBBI Registration Number: IBBI/RV- E/05/2020/134
2	CA Roshan Nilesh Vaishnav	Registered Valuer for Adani Cementation Limited. IBBI Registration Number: IBBI/RV/06/2019/ 11653
3	IDBI Capital Market & Securities Limited	SEBI Registered Merchant Banker - Fairness Opinion in respect of the valuation report issued by GT Valuation Advisors Private Limited.
4	Kunvarji Finstock Private Limited	SEBI Registered Merchant Banker - Fairness Opinion in respect of the valuation report issued by CA Roshan Nilesh Vaishnav.

Summary of methods considered for arriving at the Share-Swap Ratio and the rational of using the methods :

Methods used by GT Valuation Advisors Private Limited (“GT”):

Ambuja Valuation:

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market price arrived as per the pricing formula provided under regulation 164(1), under Chapter V – Preferential Issue, of SEBI ICDR should be the floor price for the proposed transaction.

ACL Valuation:

GT used DCF method under the Income Approach to value some of the assets of ACL including equity investment in Adani Cement Industries Limited (ACIL), the mining rights in Gujarat and a grinding unit being set up in Raigad. Subsequently, GT considered Sum of the Parts (“SOTP”) approach under Net Asset Value method to value ACL, which includes the value of the assets derived through DCF method.

Comparable Companies Method and Comparable Transaction Multiple Method under the Market Approach were not considered for valuation of ACL in absence of exact comparable public listed companies and non-availability of comparable transactions of companies at similar stage, size and scale of operations.

Further, Market Price Method has not been considered for valuation of ACL as the shares are not listed on recognized stock exchange.

Methods used by CA Roshan Nilesh Vaishnav:

Ambuja Valuation:

Market Price Method, Comparable Companies Method and Discounted Cash Flow method was used to estimate the fair value of equity shares of Ambuja. Since shares of Ambuja, i.e., a listed company, will be made to the shareholders of ACL, i.e., an unlisted company, CA Roshan Nilesh Vaishnav followed the pricing conditions that apply to preferential issue under SEBI ICDR. As per SEBI ICDR, the market price arrived as per the pricing formula provided under regulation 164(1), under Chapter V – Preferential Issue, of SEBI ICDR should be the floor price for the proposed transaction.

ACL Valuation:

CA Roshan Nilesh Vaishnav used DCF method under the Income Approach to value some of the assets of ACL including equity investment in Adani Cement Industries Limited (ACIL), the mining rights in Gujarat and a grinding unit being set up in Raigad. Subsequently, CA Roshan Nilesh Vaishnav considered Sum of the Parts (“SOTP”) approach under Net Asset Value method to value ACL, which includes the value of the assets derived through DCF method.

Further, Market Price Method has not been considered for valuation of ACL as the shares are not listed on recognized stock exchange.

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3. NSE: Clause i) iii. / BSE: Clause h) iii .

Particulars:

Pre and Post scheme shareholding of ACL and Ambuja as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.

Details:

Shareholding of ACL as on the date of notice of shareholders meeting is as under:

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Sr. No. Name No. of Shares % of
held Holding
1. Adani Enterprises Limited (AEL) 49,994 99.988
2. Mr. Ajay Kumar Gupta (Nominee of AEL) 1 0.002
3. Mr. Patitapaban Behera (Nominee of AEL) 1 0.002
4. Mr. Akhil Kumar Gupta (Nominee of AEL) 1 0.002
5. Mr. Bibhudatta Sarangi (Nominee of AEL) 1 0.002
6. Mr. Sumeet Goel (Nominee of AEL) 1 0.002
7. Mr. Chandan Lakhwani (Nominee of AEL) 1 0.002
Total 50,000 100.00
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Nominee Shareholders on behalf of Adani Enterprises Limited

List of Shareholders of Ambuja Cements Limited as on the cut-off date (i.e. 24[th] March, 2025) for dispatch of Notice of Shareholders Meeting is as under:

Category	Category of Shareholder	Shares held in Demat form	Shares held in Physical form	Total Number of Shares	%
(A)	Promoter and Promoter Group
1	Indian
	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 Group (A) = (A) (1) +(A) (2)	1,66,33,81,052	0	1,66,33,81,052	67.57

155

Cement

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(B) Public
Shareholding
1 Institutions
(Domestic)
(a) Mutual Funds 19,31,84,967 59,235 19,32,44,202 7.85
(b) Alternative 1,43,74,448 0 1,43,74,448 0.58
Investment
Funds
(c) Banks 80,805 8,808 89,613 0.00
(d) Insurance 17,19,94,235 8,250 17,20,02,485 6.99
Companies
(e) Provident Fund / 3,95,23,948 0 3,95,23,948 1.61
Pension Fund
(f) Sovereign 51,53,529 0 51,53,529 0.21
Wealth Fund
(g) NBFCs 31,527 31,082 62,609 0.00
registered with
RBI
(h) Other Financial 0 21,000 21,000 0
Institutions
Sub-Total (B) 42,43,43,459 1,28,375 42,44,71,834 17.24
(1)
(2) Institution
(Foreign)
(a) Foreign 19,49,00,662 0 19,49,00,662 7.92
Portfolio
Investors –
Category -I
(b) Foreign 1,58,46,588 0 1,58,46,588 0.64
Portfolio
Investors –
Category -II
(c) Foreign 0 61,275 61,275 0.00
Institutional
Investors
Sub-Total (B) 21,07,47,250 61,275 21,08,08,525 8.56
(2)
(3) Central
Government/
State
Government(s)/
President of
India
(a) Central 83,724 0 83,724 0.00
Government /
President of
India
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156 AMBUJA CEMENTS LIMITED

Cement

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Sub-Total (B) 83,724 0 83,724 0.00
(3)
4 Non-
Institutions
(a) Key Managerial 5,64,900 0 5,64,900 0.02
Personnel
(b) Investor 46,94,186 0 46,94,186 0.19
Education and
Protection Fund
(IEPF)
(c) Resident 11,26,09,852 47,52,030 11,73,61,882 4.77
Individuals
holding nominal
share capital up
to Rs. 2 lakhs
(d) Resident 96,92,369 0 96,92,369 0.39
Individuals
holding nominal
share capital in
excess of Rs. 2
lakhs
(e) Non Resident 1,05,64,762 20,45,093 1,26,09,855 0.51
Indians (NRIs)
(f) Foreign 5,759 15,000 20,759 0.00
Nationals
(g) Bodies 1,31,82,750 2,53,163 1,34,35,913 0.55
Corporate
(h) Director or 2,000 0 2,000 0.00
Director's
Relatives
(i) Overseas 0 9,120 9,120 0.00
Corporate
Bodies
(j) Clearing 1,28,416 0 1,28,416 0.00
Members
(k) HUF 30,76,447 191 30,76,638 0.13
(l) LLP 14,03,037 0 14,03,037 0.06
(m) Trusts 55,336 0 55,336 0.00
Sub-Total (B) 15,59,79,814 70,74,597 16,30,54,411 6.63
(4)
Total 79,11,54,247 72,64,247 79,84,18,494 32.43
Shareholding
of Public
Shareholding
(B) = (B)(1) +
(B)(2) +
(B)(3) + B(4)
C Custodian/DR
Holder
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157

Cement

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1 Custodian/DR 13,23,932 0 13,23,932 0.00
Holder
2 Employee 0 0 0 0
Benefit Trust
Total 13,23,932 0 13,23,932 0.00
Shareholding
of Custodian /
DR Holders (C)
= C(1) + C (2)
TOTAL 245,58,59,231 72,64,247 2,46,31,23,478 100.00
=(A)+(B)+(C)
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Notes: Rational for changes in the Shareholding of Ambuja (from the date between filing of Draft Scheme to Notice to shareholders.)

1. Holderind Investments Limited (Promoter) sold 6,79,56,000 equity shares of Ambuja on 23[rd] August, 2024 through block deal via NSE.

2. During the period from the filing of draft scheme to date of Notice to Shareholders, 15,909 GDRs are converted into equity shares and are reflected under public shareholders category.

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

Particulars:

Capital built-up of ACL since incorporation and last 3 years shareholding pattern filed by ACL with ROC.

Details:

Capital Build -up of ACL since incorporation:

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Date of No. of Face Issue Type of Issue Cumulative Whether
Issue Shares Value Price (IPO/FPO/Preferential Capital Listed, if
issued (Rs.) (Rs.) Issue/Scheme/Bonus/Rights, (No. of not listed,
etc.) Shares) give
reasons
thereof
07.12.2016 50,000 10 10 Subscription to MOA 50,000 --
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Last Three years Shareholding:

There is no change in the shareholding pattern of ACL since last three years.

The details of last three years shareholding pattern are as under:

158 AMBUJA CEMENTS LIMITED

Cement

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List of Shareholders as on 31.03.2024:

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Sr. No. Name No. of Shares % of
held Holding
1. Adani Enterprises Limited (AEL) 49,994 99.988
2. Mr. Ajay Kumar Gupta (Nominee of AEL) 1 0.002
3. Mr. Patitapaban Behera (Nominee of AEL) 1 0.002
4. Mr. Akhil Kumar Gupta (Nominee of AEL) 1 0.002
5. Mr. Bibhudatta Sarangi (Nominee of AEL) 1 0.002
6. Mr. Sumeet Goel (Nominee of AEL) 1 0.002
7. * Vikas Srivastava (Nominee of AEL) 1 0.002
Total 50,000 100.00
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Nominee Shareholders on behalf of Adani Enterprises Limited

List of Shareholders as on 31.03.2023

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Sr. No. Name No. of Shares % of
held Holding
1. Adani Enterprises Limited (AEL) 49,994 99.988
2. Mr. Ajay Kumar Gupta (Nominee of AEL) 1 0.002
3. Mr. Patitapaban Behera (Nominee of AEL) 1 0.002
4. Mr. Akhil Kumar Gupta (Nominee of AEL) 1 0.002
5. Mr. Bibhudatta Sarangi (Nominee of AEL) 1 0.002
6. Mr. Sumeet Goel (Nominee of AEL) 1 0.002
7. Mr. Vikas Srivastava (Nominee of AEL) 1 0.002
Total 50,000 100.00
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Nominee Shareholders on behalf of Adani Enterprises Limited

List of Shareholders as on 31.03.2022

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Sr. No. Name No. of Shares % of
held Holding
1. Adani Enterprises Limited (AEL) 49,994 99.988
2. Mr. Ajay Kumar Gupta (Nominee of AEL) 1 0.002
3. Mr. Patitapaban Behera (Nominee of AEL) 1 0.002
4. Mr. Akhil Kumar Gupta (Nominee of AEL) 1 0.002
5. Mr. Bibhudatta Sarangi (Nominee of AEL) 1 0.002
6. Mr. Sumeet Goel (Nominee of AEL) 1 0.002
7. Mr. Vikas Srivastava (Nominee of AEL) 1 0.002
Total 50,000 100.00
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Nominee Shareholders on behalf of Adani Enterprises Limited

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

Particulars:

159

Cement

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Details of Revenue, PAT and EBIDTA of ACL, Mudhway Mines, Raigad grinding unit, ACIL and Transferee Company for last 3 years .

Details:

Adani Cementation Limited (Transferor Company):

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(Rs. In Lakhs)
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Revenue from Operations (Rs.) 0 0 0
Profit After Tax (Rs.) -1.25 -1.17 -4.47
EBIDTA -1.25 -1.16 -4.47
YoY growth rate of Revenue(%) NM NM NM
YoY growth rate of PAT(%) NM NM NM
EPS -2.49 -2.34 -8.94
Industry growth rate(%) #7-8% #6.83% -
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*NM: Not Meaningful

Ref: https://www.ibef.org/industry/cement-india

Adani Cement Industries Limited (ACIL):

			(Rs. In Lakhs)
Particulars	FY 2023-24	FY 2022-23	FY 2021-22
Revenue from Operations (Rs.)	18937.89	0.00	0.00
Profit After Tax (Rs.)	-2851.75	-0.91	-0.47
EBIDTA	630.00	-0.91	-0.47
YoY growth rate of Revenue(%)	*NM	*NM	*NM
YoY growth rate of PAT(%)	*NM	*NM	*NM
EPS	-5703.50	-1.82	-0.94
Industry growth rate(%)	#7-8%	#6.83%	-

*NM: Not Meaningful

# Ref: https://www.ibef.org/industry/cement-india

Ambuja Cements Limited (Transferee Company - Standalone):

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(Rs. In Lakhs)
Particulars FY 2023-24 FY 2022-23 CY 2021
(15 months)
Revenue from Operations (Rs.) 17919.34 19985.43 13979.04
Profit After Tax (Rs.) 2334.69 2553.49 2083.19
EBIDTA 4223.47 4172.71 3496.33
YoY growth rate of Revenue(%) -10.3% 43.0% -
YoY growth rate of PAT(%) -8.6% 22.60% -
EPS (In Rs) 11.74 12.86 10.49
Industry growth rate(%) 7-8% 6.83% -
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160 AMBUJA CEMENTS LIMITED

Cement

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* Ref: https://www.ibef.org/industry/cement-india

It may further be noted that as ACL is yet to commence its business which can be verified from the details provided in the above table. Mudhway Mines and Raigad Grinding Units , both being part of ACL, are yet to commence operations, and so, the above details are not available separately for the said units.

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

Particulars:

Projections considered for valuation of Ambuja, Mudhway Mines, Raigad griding unit and ACIL .

Details:

Ambuja Cements Limited (Transferee Company):

(INR Mn)

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Particulars FY25 FY26 FY27 FY28
Capacity (MTPA) 86 100 120 140
Capacity Utilization (%) 80% 80% 80% 80%
Production (MTPA) 69 80 96 112
Revenue 363,466.00 429,216.00 525,360.40 625,178.90
Total Operating Expenses 268,660.80 313,216.00 381,360.40 451,578.90
EBITDA 94,805.20 116,000.00 144,000.00 173,600.00
Non-Operating Income 20,314.00 12,389.10 (2,860.00) (2,860.00)
Tax 21,941.70 18,858.30 15,009.60 20,054.30
PAT 65,232.40 56,065.50 44,623.40 59,621.00
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Adani Cementation Limited (Transferor Company):

Mudhway Mines:

(INR Mn)

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Year FY Extracti Revenue Revenue Royalty Extrac Restorati EBITDA Depre EBITA
on Qty Share to tion on Costs ciation
(MTPA) Govt. Costs
1 FY25 1 519.0 156.0 89.6 70.0 203.4 41.0 162.5
2 FY26 2 1,038.0 311.9 179.2 140.0 406.9 75.8 331.1
3 FY27 2 1,038.0 311.9 179.2 140.0 406.9 64.4 342.5
4 FY28 2 1,038.0 311.9 179.2 140.0 406.9 54.8 352.1
5 FY29 4 2,076.0 623.8 358.4 280.0 813.8 100.5 713.3
6 FY30 4 2,076.0 623.8 358.4 280.0 813.8 103.4 710.4
7 FY31 4 2,076.0 623.8 358.4 280.0 153.1 660.6 87.9 572.7
8 FY32 4 2,076.0 623.8 358.4 280.0 813.8 74.7 739.1
9 FY33 4 2,076.0 623.8 358.4 280.0 813.8 121.9 691.9
10 FY34 8 4,152.0 1,247.7 716.8 560.0 1,627.5 182.6 1,444.9
11 FY35 8 4,152.0 1,247.7 716.8 560.0 1,627.5 175.1 1,452.4
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161

Cement

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12 FY36 8 4,152.0 1,247.7 716.8 560.0 1,627.5 148.8 1,478.7
13 FY37 8 4,152.0 1,247.7 716.8 560.0 1,627.5 189.7 1,437.8
14 FY38 8 4,152.0 1,247.7 716.8 560.0 1,627.5 182.3 1,445.2
15 FY39 8 4,152.0 1,247.7 716.8 560.0 153.1 1,474.4 155.0 1,319.4
16 FY40 8 4,152.0 1,247.7 716.8 560.0 1,627.5 131.7 1,495.8
17 FY41 8 4,152.0 1,247.7 716.8 560.0 1,627.5 180.4 1,447.1
18 FY42 8 4,152.0 1,247.7 716.8 560.0 1,627.5 245.9 1,381.6
19 FY43 8 4,152.0 1,247.7 716.8 560.0 1,627.5 232.3 1,395.2
20 FY44 8 4,152.0 1,247.7 716.8 560.0 1,627.5 197.4 1,430.1
21 FY45 10 5,190.0 1,559.6 896.0 700.0 2,034.4 167.8 1,866.6
22 FY46 10 5,190.0 1,559.6 896.0 700.0 153.1 1,881.3 142.7 1,738.6
23 FY47 10 5,190.0 1,559.6 896.0 700.0 2,034.4 121.3 1,913.1
24 FY48 10 5,190.0 1,559.6 896.0 700.0 2,034.4 103.1 1,931.3
25 FY49 10 5,190.0 1,559.6 896.0 700.0 2,034.4 87.6 1,946.8
26 FY50 10 5,190.0 1,559.6 896.0 700.0 153.1 1,881.3 74.5 1,806.8
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Raigad Grinding Unit:

(INR Mn)

Particulars	FY25	FY26	FY27	FY28	FY29	FY30
Capacity (MTPA)		2.5	2.5	2.5	2.5	2.5
Capacity Utilization(%)		65%	75%	80%	80%	80%
Production (MTPA)		0.4	1.9	2.0	2.0	2.0
Revenue	-	2444.2	11,666.3	12,692.9	12,946.7	13,205.7
Total Operating Expenses	-	2055.4	9810.8	10,674.2	10,887.6	11,105.4
EBITDA	-	388.7	1855.4	2,018.7	2,059.1	2,100.3
Depreciation	155.9	870.5	1078.2	927.0	798.4	689.2
EBIT	(155.9)	(481.7)	777.2	1,091.7	1,260.7	1,411.1

Adani Cement Industries Limited (ACIL):

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(INR Mn)
Particulars FY25 FY26 FY27 FY28 FY29
Capacity (MTPA) 1.3 2.2 2.5 2.5 2.5
Capacity Utilization (%) 95% 70% 80% 80% 80%
Production (MTPA) 1.2 1.5 2.0 2.0 2.0
Revenue 5,499.0 7,074.9 9,367.1 9,554.4 9,745.5
Total Operating Expenses 4,434.4 5,624.8 7,324.2 7,546.9 7,769.7
EBITDA 1,064.6 1,450.1 2,042.8 2,007.5 1,975.8
Depreciation 298.5 328.9 328.9 328.9 328.9
EBIT 766.1 1,121.2 1,713.9 1,678.6 1,646.9
Consolidated manufacturing capacity (Mtpa) 1.3 2.2 2.5 2.5 2.5
Production (Mtpa) 1.2 1.5 2.0 2.0 2.0
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7. NSE: Clause i) vii. / BSE: Clause h) vii.

Particulars:

Justification for growth rate considered for valuation of Ambuja, Mudhway Mines, Raigad grinding unit and ACIL. Details:

162 AMBUJA CEMENTS LIMITED

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Ambuja – There is an overall increase in the average realization and Ambuja foresee major expansion in the capacity based on the organic / inorganic growth by way of greenfield / brownfield expansion, debottlenecking and M&A in coming years.

 ACL:

Mudhway Mines – The growth is derived by the demand of limestone available for extraction from the mines.
Raigad Grinding Unit – Raigad is strategically placed where clinker which is key raw material for cement manufacturing process can be brought by rail as well as sea. Raigad site is at proximity to the Amba river, and it also has waterfront to construct a captive jetty. This will help to serve Mumbai region in a cost-efficient way.
Adani Cement Industries Limited: The plant is located at Dahej having sea as well as rail connectivity. It is also setting up 1.2 MTPA grinding unit through brownfield expansion.

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

Particulars:

Value of Assets and liabilities of ACL that are being transferred to Transferee Company and post-merger balance sheet of Ambuja.

Details:

The summary of total assets, total liabilities, revenue and net worth of the Companies on and for the period ended March 31, 2024 and profit/(loss) after tax for period ended March 31, 2024 is as under:

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9. NSE: Clause i) ix. / BSE: Clause h) ix.

Particulars:

163

Cement

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Rationale for showing shareholders of ACL as promoters in the Transferee company and its compliance with SEBI ICDR Regulations, 2018 and Companies Act, 2013.

Details:

It is submitted that Adani Enterprises Limited (being part of the Adani group) post-merger will be holding (0.35%) of the paid-up capital of Ambuja. Given that both Adani Enterprises Limited and Ambuja are part of the Adani group, as matter of abundant caution, Adani Enterprises Limited has been identified as one of the members of the promoter group of Ambuja under Regulation 2(1)(pp)(v) of the SEBI ICDR, as amended (i.e. all persons whose shareholding is aggregated under the heading "shareholding of the promoter group"), on a discretionary basis.

10. NSE: Clause i) x. / BSE: Clause h) x.

Particulars:

Details of potential benefits and risks associated with the merger, including integration challenges, market conditions and financial uncertainties.

Details:

The proposed scheme of amalgamation of ACL with Ambuja will enable Ambuja to absorb the business of ACL and enhance its manufacturing capacity to carry out the manufacturing operation more effectively and seamlessly. The business of ACL will be carried-on more efficiently and economically. Further, improved utilisation of the combined resources of both the aforesaid companies would result in reduction of overheads and elimination of duplication of work and reduction in compliance requirements. The amalgamation will help Ambuja to quickly start the construction activity at various sites of ACL and that of the wholly owned subsidiary of ACL, i.e., Adani Cement Industries Limited. The amalgamation would lead to enhanced value addition for both the aforesaid companies and consequently the value for shareholders will increase.

There are no major risks associated with the proposed merger as Ambuja is already in the cement business since long time. It has the expertise to conduct the business operations smoothly.

11. NSE: Clause i) xi. / BSE: Clause h) xi.

Particulars:

Financial implication of merger on Promoters, Public Shareholders and the companies involved.

Details:

Upon the Scheme becoming effective, the equity shareholders of ACL shall become the equity shareholders of Ambuja in the manner stipulated in Clause 2.3 of Part II of the Scheme. Other than

164 AMBUJA CEMENTS LIMITED

Cement

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

12. NSE: Clause i) xii. / BSE: Clause h) xii.

Particulars:

Details of present capacity of Mudhway Mines, Raigad grinding unit and ACIL and their utilization.

Details:

The details of present capacity utilization is as under:

Adani Cement Industries Limited (ACIL) : 1.25 MTPA with 81% peak utilization expected in the current year (FY 2024-2025).

ACL:

Mudhway Mines : Not yet operational, but has permission to start operations.
Raigad Grinding Unit : Not yet operational. EC is available for a 4.5 MTPA Cement Grinding
Unit and 0.5 MTPA for Fly Ash Grinding.

13. NSE: Clause i) xii. / BSE: Clause h) xii.

Particulars:

Disclose all pending actions against the entities involved in the scheme and possible impact of the same on the Transferee Company to the shareholders.

Details:

There are no pending actions against ACL as on date. Further the details of pending litigations against Ambuja is as per Annexure 11 forming part of the explanatory statement. It may also be noted that there are no possible impact of the same on the shareholders of Ambuja.

165

Cement

Annexure 13

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166 AMBUJA CEMENTS LIMITED

Cement

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167

Cement

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168 AMBUJA CEMENTS LIMITED

Cement

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169

Cement

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Annexure 14

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170 AMBUJA CEMENTS LIMITED

Cement

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171

Cement

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172 AMBUJA CEMENTS LIMITED

Cement

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173

Cement

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Annexure 15

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174 AMBUJA CEMENTS LIMITED

Cement

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175

Cement

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176 AMBUJA CEMENTS LIMITED

Cement

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177

Cement

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178 AMBUJA CEMENTS LIMITED

Cement

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179

Cement

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180 AMBUJA CEMENTS LIMITED

Cement

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181

Cement

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182 AMBUJA CEMENTS LIMITED

Cement

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183

Cement

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184 AMBUJA CEMENTS LIMITED

Cement

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Annexure 16

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185

Cement

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186 AMBUJA CEMENTS LIMITED

Cement

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187

Cement

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188 AMBUJA CEMENTS LIMITED

Cement

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189

Cement

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AMBUJA CEMENTS LIMITED

190

Cement

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191

Cement

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192 AMBUJA CEMENTS LIMITED

Cement

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193

Cement

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194 AMBUJA CEMENTS LIMITED

Cement

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195

Cement

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Annexure 17

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Ambuja Cements Ltd. — Proxy Solicitation & Information Statement 2025

59365_rns_2025-03-29_fba531f7-4b46-4731-9da3-f58e4b2678f4.pdf

29[th] March 2025

To

NOTICE - EQUITY SHAREHOLDERS AMBUJA CEMENTS LIMITED

MEETING OF THE EQUITY SHAREHOLDERS

WHICH ALSO CONSISTS PUBLIC SHAREHOLDERS OF

AMBUJA CEMENTS LIMITED

MEETING:

E-VOTING DURING THE MEETING

INDEX

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH

and

with

Ambuja Cements Limited (“Transferee Company”)

AMBUJA CEMENTS LIMITED,

CIN: L26942GJ1981PLC004717 … APPLICANT NO. 2 / TRANSFEREE COMPANY

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

To,

TAKE FURTHER NOTICE that

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

Notes:

2. Procedure for joining the Meeting through VC/OAVM

4. The process and manner for remote e-voting is as under:

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

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH

C.A. (CAA)/ 9 (AHM) 2025

of the Companies Act, 2013

and

In the matter of Scheme of Amalgamation

of

with

AMBUJA CEMENTS LIMITED ,

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

Particulars of the Applicant No. 1/Transferor Company

“III

Particulars of the Applicant No. 2/Transferee Company

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.

Rationale for the Scheme

Relationship among Companies who are parties to the Scheme

Corporate Approvals

Approvals and actions taken in relation to the Scheme

Salient extracts of the Scheme

1.1. Definitions

PART II

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

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

Permits

Contracts

Legal Proceedings

Employees

Inter se Transactions

Taxes

Creditors

Consideration

2.3

2.4 Accounting Treatment

Accounting Treatment in the books of the Transferee Company

2.5 Dissolution of the Transferor Company

2.6 Reorganisation of the Authorised Share Capital of the Transferor Company

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

PART III

3. GENERAL TERMS AND CONDITIONS

3.3. Scheme conditional upon approvals/sanctions

Accounting treatment

Effect of the Scheme on various parties

(c) Employees and Directors

(b) Creditors

Other matters

(iii) Shareholding of promoter of the Transferor Company in the Transferor Company as on December 31, 2024:

Transferee Company - post-amalgamation shareholding pattern as on December 31, 2024:

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.

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

SCHEME OF AMALGAMATION

of

ADANI CEMENTATION LIMITED

Ambuja Cements Ltd. Proxy Solicitation & Information Statement 2025