ORIENT CEMENT LIMITED — AGM Information 2024

Jul 10, 2024

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July 10, 2024 Ref: OCL/SE/2024-25/27

BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza, Plot No. C-1, Block G
Dalal Street	Bandra – Kurla Complex, Bandra (East)
Mumbai-400001	Mumbai – 400 051
Scrip Code: 535754	Symbol: ORIENTCEM

Sub: Notice of 13[th] Annual General Meeting (‘AGM’) of Orient Cement Limited (‘the Company’)

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India

Dear Sir/Madam,

This is in furtherance to our letter dated June 7, 2024, wherein the Company had informed about the 13[th] AGM of the Members of the Company scheduled to be held on Monday, August 5, 2024 at 3:30 P.M. (IST) through Video Conferencing/Other Audio-Visual Means (“VC/OAVM”) in accordance with the provisions of the Companies Act, 2013 and relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. In this regard, we wish to inform you that:

1. Pursuant to the aforesaid Circulars, the Notice of the 13[th] AGM for the financial year 2023-24 is being sent only through electronic mode to those Members whose email IDs are registered with the Company/Registrar and Transfer Agent (‘RTA’)/Depository Participant (‘DP’) along with the Annual Report for FY24.

2. The Company has provided the facility to its Members to cast their vote electronically, through the remote e-Voting facility (prior to AGM) and e-Voting facility (during the AGM), on all the resolutions set forth in the AGM Notice to the Members, who are holding shares on the Cut-off date i.e. Monday, July 29, 2024.

3. The remote e-voting facility will be available during the following period:

Commencement of remote e-Voting	Friday, August 2, 2024, at 9:00 A.M. IST
End of remote e-Voting	Sunday, August 4, 2024, at 5:00 P.M. IST

1. As already informed the Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, July 30, 2024, to Monday, August 5, 2024, both days inclusive, for AGM and for determining the entitlement of the Members to the final dividend for FY2023-24. The final dividend on Equity Shares, if declared at the AGM, will be credited on or before September 3, 2024, to the bank account of the Members whose bank

Orient Cement Limited

Corporate Office: Birla Tower, 3rd fl, 25 Barakhamba Road, New Delhi 110001, India. 011 42092100 Registered Office: Unit VIII, Plot No.7, Bhoinagar, Bhubaneshwar, Odisha 751012, India. www.orientcement.com

CIN No: L26940OR2011PLC013933

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mandate are updated in the records of the Depository Participants/Company as on the book closure date.

A copy of the Notice of AGM for the financial year 2023-24 is enclosed herewith and can be accessed on the website of the Company at https://orientcement.com/disclosure-reg-46/agm/ .

This intimation is also available on the website of the Company at www.orientcement.com.

This is for your information and records.

Thanking you,

For Orient Cement Limited

DIKSHA Digitally signed by DIKSHA SINGH SINGH Date: 2024.07.10 17:14:23 +05'30' Diksha Singh Company Secretary

Investor E-mail id: investors@orientcement.com

Encl. As stated

Orient Cement Limited

Corporate Office: Birla Tower, 3rd fl, 25 Barakhamba Road, New Delhi 110001, India. 011 42092100 Registered Office: Unit VIII, Plot No.7, Bhoinagar, Bhubaneshwar, Odisha 751012, India. www.orientcement.com CIN No: L26940OR2011PLC013933

CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

ORIENT CEMENT LIMITED

Orient Cement Limited

CIN: L26940OR2011PLC013933

Registered Office: Unit VIII, Plot No. 7, Bhoinagar, Bhubaneswar, Odisha-751 012 Tel: 0674-2396930 Corporate Office: Birla Tower, 3[rd] Floor, 25, Barakhamba Road, New Delhi-110 001 Tel: 011-42092100, 011-42092190

Email: investors@orientcement.com I Website: www.orientcement.com

NOTICE

NOTICE is hereby given that the 13[th] Annual General Meeting of the Members of Orient Cement Limited will be held on Monday, the 5[th] day of August, 2024 at 3:30 p.m. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), to transact the following business:

Ordinary Business

1. To consider and adopt the Financial Statements of the Company for the financial year ended March 31, 2024, including the audited Balance Sheet as at March 31, 2024, the Statement of Profit & Loss and Cash Flow Statement for the financial year ended on that date and the reports of the Board of Directors and Auditors thereon.

2. To declare a final dividend of H 1.50/- (150%) per equity share for the financial year ended March 31, 2024 and to confirm the interim dividend of H 0.75/- (75%) per equity share paid during the financial year 2023-24.

3. To appoint a Director in place of Mrs. Amita Birla (DIN: 00837718), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

Special Business

1. To ratify the remuneration payable to Mr. Somnath Mukherjee, Cost Auditor of the Company for the financial year 2024-25 and in this regard, to consider and if thought fit, pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Members of the Company hereby ratify the payment of remuneration, as approved by the Board of Directors, to Mr. Somnath Mukherjee, Cost Accountant in Practice (M.No. F5343), the Cost Auditor of the Company, amounting to H 1,00,000/- (Rupees one lakh only) plus applicable taxes and out of pocket expenses to conduct the audit of the cost records of the cement activity, as applicable, for the financial year 2024-25.”

By order of the Board of Directors

Place: New Delhi Date: May 1, 2024

Diksha Singh Company Secretary M. No. ACS 44999

NOTES:

1. The statement pursuant to Section 102(1) of the Companies Act, 2013 (“Act”), in respect to the special business to be transacted at the Annual General Meeting (“AGM”) is annexed hereto. Additional information as per Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard -2 (“SS-2”) on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director retiring by rotation seeking re-appointment at this AGM are furnished in the Notice of AGM.

2. The Ministry of Corporate Affairs (“MCA”) vide its General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (“MCA”) read with its earlier Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and other relevant circulars (collectively referred to as “MCA Circulars”), permitted the companies to hold their AGM through video conferencing (“VC”) or other audio visual means (“OAVM”) up to September 30, 2024 without the physical presence of the Members at a common venue. Accordingly, in compliance with the MCA

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ANNUAL REPORT 2023-24

Circulars, the AGM of the Company is being held through VC / OAVM. The registered office of the Company at Unit VIII, Plot No. 7, Bhoinagar, Bhubaneswar – 751012, Odisha, shall be deemed to be the venue for the AGM.

1. Since the AGM will be held through VC/ OAVM, pursuant to the MCA Circulars, physical attendance of the members is not required at the AGM, and attendance of the members through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act. Route map of the venue of the Meeting is accordingly not annexed hereto.

2. Pursuant to the provisions of Section 105 of the Act and Regulation 44(4) of the SEBI Listing Regulations, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held through VC/OAVM pursuant to the applicable MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of Proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

3. For enabling the Members to participate at the 13[th] AGM, the Company has entered into an agreement with National Securities Depository Limited (“NSDL”) to provide VC/ OAVM facility and e-voting facility for the AGM. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 members on a first-come-firstserved basis as per the MCA Circulars.

4. Corporate/Institutional members (i.e. other than individuals, HUF, NRI etc.) are entitled to appoint authorised representatives to attend the AGM through VC/OAVM on their behalf and cast their votes through remote e-voting during the e-voting period and / or during the AGM. Corporate/ Institutional members are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. authorising their representative to vote / attend AGM, to the Scrutinizer by e-mail at aklabhcs@gmail.com with a copy marked to NSDL (agency for providing the Remote e-Voting facility) at evoting@nsdl. com and the Company at investors@orientcement.com. They can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login at e-voting portal.

7. Dispatch of Annual Report through Electronic Mode: In compliance with the MCA Circulars and the Securities and Exchange Board of India (“SEBI”) circular SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 7, 2023 read with circular SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/

• CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/ CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/ HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 (collectively referred to as “SEBI Circulars”), Notice of the 13[th] AGM along with the Annual Report for the financial year 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ NSDL and the Central Depository Services (India) Limited (“CDSL”), (collectively “Depositories”). Members may note that this Notice along with the Annual Report for the financial year 2023-24 will also be available on the website of the Company at www.orientcement.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and also on the website of NSDL at www.evoting.nsdl.com.

• The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, July 30, 2024 to Monday, August 5, 2024 , both days inclusive, for annual closing and for determining the entitlement of the Members to the final dividend for financial year 2023-24, if approved at the AGM.

9. Payment of Dividend: The dividend on Equity Shares, if declared at the AGM, will be paid, subject to deduction of tax at source, on or before September 3, 2024 to the Members whose names appear on the Company’s Register of Members as on the close of business hours on Monday, July 29, 2024 and whose bank mandate are registered in the records of the Depository Participants/RTA.

• SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/ 655 dated November 3, 2021 (subsequently amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2021/687 dated December 14, 2021, SEBI/HO/ MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023) has mandated that with effect from April 1, 2024, security holders (holding securities in physical form) shall be paid dividend only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature by such shareholders.

Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_ - data/faqfiles/jan 2024/1704433843359.pdf

10. Tax Deduction at Source on Dividend: Pursuant to Income-Tax Act, 1961, as amended, the dividend income is now taxable in the hands of members and therefore, the Company shall be required to deduct tax at source (‘TDS’) at the prescribed rates from dividend paid to members. For the prescribed rates for various categories, members are requested to refer to the Finance Act, 2020 and amendments thereof.

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CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

ORIENT CEMENT LIMITED

For Resident members, TDS shall be deducted under Section 194 of the Income-Tax Act, 1961 @ 10% on the amount of Dividend declared and paid by the Company during the financial year 2023-24, provided PAN is provided by the member. If PAN is not submitted to the Company / RTA (in case shares are held in physical mode) / updated in their demat account (in case shares are held in demat mode), TDS would be deducted @ 20% as per Section 206AA of the Income-Tax Act, 1961.

However, no TDS shall be deducted on the Dividend payable to a resident Individual if the total dividend to be received during the financial year 2024-25 does not exceed H 5,000.

the Income Tax Act, 1961 has expired and aggregate of tax deducted at source and tax collected at source in his case is Rupees Fifty Thousand or more in the said previous year. It shall not be limited to TDS only on dividend income received by the member but will include all TDS transactions of the member during the relevant financial year.

Non-resident members can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits.

A resident individual member with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source. Further, in terms of Section 206AB of the Income Tax Act, 1961, effective from July 1, 2021, TDS deducted shall be higher of the following i) Twice the rate specified in the relevant provision of the Income-tax Act; or ii) Twice the rate or rates in force; or iii) the rate of 5%, in case the person has not furnished the return of income for the assessment year relevant to the previous year immediately preceding the financial year in which tax is required to be deducted/collected, for which the time limit for furnishing the return of income under sub-section (1) of Section 139 of

Members may submit the aforementioned documents by sending an email to einward.ris@kfintech.com or by uploading the self-attested documents athttps://ris.kfintech.com/form15/ on or before Monday, July 29, 2024 in order to enable the Company to determine and deduct appropriate tax. No communication on the tax determination / deduction shall be entertained post Monday, July 29, 2024. It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned details / documents from the members, there would still be an option available with the members to file the return of income and claim an appropriate refund, if eligible.

Members may download the TDS certificate from the Income Tax Department’s website https://www.incometax.gov.in/ (refer to Form 26AS). If any member need assistance in obtaining the TDS certificate, he / she may write to the Company at investors@orientcement.com or to RTA at einward.ris@kfintech.com.

1. Members are requested to address all correspondences, including for dividends, to the RTA of the Company, at:

Name	KFin Technologies Limited
Address Email ID Toll Free WhatsAppNumber KPRISM KFIN Corporate Website Link Corporate Registry (RIS)Website Link Investor Support Centre Link	Selenium Building, Tower-B, Plot No. 31 & 32, Financial District Nanakramguda, Serilingampally, Hyderabad, Rangareddy Telangana - 500 032.
	einward.ris@kfintech.com
	1800 309 4001
	(91)910 009 4099
	https://kprism.kfintech.com
	https://www.kfintech.com
	https://ris.kfintech.com
	https://ris.kfintech.com/clientservices/isc

As an ongoing endeavour to enhance Investor experience and leverage new technology, our Registrar and Transfer Agent, KFIN Technologies Limited has been continuously developing new applications. Here is a list of applications that has been developed for our investors.

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ANNUAL REPORT 2023-24

Investor Support Centre: A webpage accessible via any browser enabled system. Investors can use a host of services like post a query, raise a service request, track the status of their DEMAT request, dividend status, interest and redemption status, upload exemption forms (TDS), download all ISR and other related forms.

URL: https://ris.kfintech.com/form15/

eSign Facility: Common and simplified norms for processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination requires that eSign option be provided to Investors for raising service requests and can be accessed via the link below.

mobile number for receiving the soft copy of the notice(s), Annual Reports and other communications over email in future. In case of any query on registering the email addresses and mobile number, the member may write to RTA at einward.ris@kfintech.com.

Alternatively, Members may send a request to the Company/ RTA, along with the following details / documents for registering / validating / updating their information in database viz. Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card) and AADHAR (self-attested scanned copy of Aadhar Card) at investors@orientcement.com or to RTA at einward.ris@kfintech.com.

URL:https://ris.kfintech.com/clientservices/isc/isrforms.aspx

KYC Status: Shareholders can access the KYC status of their folio. The webpage has been created to ensure that shareholders have the requisite information regarding their folios.

URL: https://ris.kfintech.com/clientservices/isc/kycqry.aspx

KPRISM: A mobile application as well as a webpage which allows users to access Folio details, Interest and Dividend status, FAQs, ISR Forms and full suite of other investor services.

URL: https://kprism.kfintech.com/signin.aspx

WhatsApp: Modern technology has made it easier to communicate with shareholder across multiple levels. WhatsApp has a wider reach today with majority having a know-how of the application. In order to facilitate the shareholders, KFIN has a dedicated WhatsApp number that can be used for a bouquet of services.

WhatsApp Number: (91) 910 009 4099

12. Procedure for updating / registering the email address and mobile numbers for receiving Annual Report and other communications from the Company electronically and updation of bank account mandate for receipt of dividend:

Members holding shares in Physical Form:

Members who have not registered their e-mail address and as a consequence are not receiving communications from the Company electronically (viz. the Annual Report, Notice of AGM, e-voting details, etc.) are requested to get their email address and mobile number registered by providing the same to the Company’s RTA, by clicking the link: https://ris.kfintech.com/clientservices/mobilereg/ mobileemailreg.aspx for receiving such communications electronically. Members are requested to follow the process as provided in the link for updating their email address and

Following additional details need to be provided in case of registration / updation in Bank Account details viz. Name and Branch of the Bank in which you wish to receive the dividend, Type of Bank Account, Bank Account Number allotted by their banks after implementation of Core Banking Solutions, 9 digit MICR Code Number, 11 digit IFSC Code and Scanned copy of the cancelled cheque bearing the name of the first shareholder.

The Members may also send the above documents at the following address:

KFin Technologies Limited

Unit: Orient Cement Limited

Selenium Building, Tower-B Plot No 31 & 32, Financial District Nanakramguda, Serilingampally Hyderabad, Rangareddy, Telangana - 500 032.

Members holding shares in Dematerialized Form:

Members holding shares in electronic form are requested to intimate any change in their email address and / or mobile number and/ or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. The Company or its RTA cannot act on any request received directly from the Members holding shares in electronic form for any change of above-mentioned particulars.

13. IEPF related information: Dividends, if not encashed for a consecutive period of 7 years, from the date of transfer to Unpaid/Unclaimed Dividend Account of the Company, are liable to be transferred to Investor Education and Protection Fund (“IEPF”). Further, the shares of a member who does not encash his/ her dividend for a continuous period of 7 years, are also liable to be transferred to the demat account of IEPF Authority.

Members who have not encashed their dividend paid by the Company so far up to and during the financial year ended

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CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

ORIENT CEMENT LIMITED

March 31, 2024, may immediately approach the Company / RTA for claiming dividend amount. Information in respect of the unclaimed dividend up to March 31, 2024, will be uploaded on the website of IEPF Authority of the Government, i.e., www.iepf.gov.in and on the website of the Company, www.orientcement.com after the AGM.

Please note that the unpaid/unclaimed final dividend for the financial year 2016-17 shall become due to transfer to IEPF on October 25, 2024 , upon completion of seven years in terms of Section 124(6) of the Act. The corresponding shares shall be transferred to relevant Demat Account of the IEPF Authority as per Rule 6 of the IEPF Rules, 2016, as amended. You are thus requested to claim the unclaimed dividend by sending a written application to KFin Technologies Limited or to the Company's Registered / Corporate Office address along with (a) copy of PAN Card; (b) a cancelled cheque of your registered bank account; and (c) the original un-encashed Dividend warrant or a duly filled in indemnity letter in the format available on the website of the Company www.orientcement.com. The said application should reach the Company on or before October 15, 2024 so as to enable us to submit your request to the bankers for transfer by NEFT or issuance of Demand Draft. In case no claim is received with respect to the above dividend, the shares (whether held in physical or electronic form) will be transferred by the Company to the Demat Account of the IEPF Authority.

14. KYC updation for physical members: SEBI vide its various circulars mandated for furnishing of details of PAN, email address, mobile number, bank account details and nomination by holders of physical securities. Therefore, members of the Company, holding shares in physical mode are requested to immediately update their aforesaid KYC details with the RTA of the Company. For facilitating to update their aforesaid KYC details, the Company has uploaded required forms – ISR1, ISR2, ISR3, ISR4, SH13 and SH14, as applicable, on its website viz. www.orientcement.com.

• Members can download the Forms, as applicable / required, fill in the details and send to the RTA of the Company for updating the details.

• In terms of Regulation 40 of SEBI Listing Regulations, securities of listed companies can be transferred only in dematerialized form including case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members are accordingly requested to get in touch with any Depository Participant having registration with SEBI to open a Demat account or alternatively, contact RTA to seek guidance for the demat procedure. Members may also visit website of depositories viz. NSDL at

https://nsdl.co.in/faqs/faq.php or CDSL at https://www. cdslindia.com/investors/open-demat.html for further understanding of the demat procedure.

16. Procedure for Inspection of Documents: Members may access the scanned copy of (i) the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act; (ii) the Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Act; (iii) Certificate from the Secretarial Auditors of the Company certifying that the ESOP Schemes of the Company has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (iv) or any other documents as may be required electronically during the AGM. All documents referred to in the Notice will also be available electronically for inspection without any fee by the Members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an e-mail to investors@orientcement.com.

1. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Monday, July 29, 2024, by sending e-mail to investors@orientcement.com. The same will be replied by the Company suitably. Please note that the shareholders’ questions will be answered only if the shareholder continues to hold the shares as on the cut-off date, i.e., Monday, July 29, 2024.

2. SEBI vide its various circulars, has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Please note, post exhausting the option to resolve their grievance with the Company /its Registrar and Share Transfer Agent directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login). Members can access the SEBI Circulars on the website of SEBI at https://www.sebi.gov.in/ and the same are also available on the website of the Company at https://orientcement.com/wp-content/uploads/2023/12/ Click-here-for-circular.pdf.

19. VOTING THROUGH ELECTRONIC MEANS AND ATTENDING THE AGM THROUGH VC/OAVM:

• i. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI Listing Regulations read with SEBI master circular SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, regarding e-Voting facility provided by Listed Entities, the Company is providing to its Members facility to

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ANNUAL REPORT 2023-24

exercise their right to vote on resolutions proposed to be passed at the AGM by electronic means (“e-Voting”).

• ii. Remote e-Voting: Members may cast their votes remotely, using an electronic voting system on the dates mentioned herein below (“remote e-Voting’’). The facility of casting the votes by remote e-Voting will be provided by NSDL.

• iii. The remote e-Voting period commences on Friday, August 2, 2024 , at 9.00 a.m. IST and ends on Sunday, August 4, 2024 , at 5.00 p.m. IST. During this period, Members of the Company holding shares either in physical or dematerialized form, as on the cut-off date of Monday, July 29, 2024 (“Cut-off Date”) may cast their vote by remote e-Voting. The remote e-Voting module shall be disabled by NSDL for voting thereafter.

• iv. Voting at the AGM: Members who have not voted through remote e-Voting may avail the e-Voting facility provided in the AGM by NSDL. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote through remote e-Voting are eligible to vote through e-Voting at the AGM. However, Members who have voted through remote e-Voting will be eligible to attend the AGM. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned for remote e-Voting.

• v. A Member can opt for only one mode of voting, i.e., either through remote e-Voting or through e-Voting during the Meeting. If a Member cast’s votes by both the modes, then voting done through remote e-Voting shall prevail.

• vi. The Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the cut-off date, that is, Monday, July 29, 2024 .

• vii. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company shall be entitled to vote at the 13[th] AGM.

• viii. Once the vote on a resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

• ix. Members who have acquired shares of the Company after the dispatch of this Notice and holding shares as on the cut-off date / member who has forgotten the User ID and Password, may approach NSDL at evoting@nsdl.com, for issuance of User ID and Password for exercising their right to vote by electronic means as explained in e-Voting instructions. However, if he/she is already registered with NSDL for remote e-voting then he/ she can use his/her existing User ID and Password for casting the vote. Individual members holding securities in dematerialized mode may follow steps mentioned below under “Login method for remote e-Voting and joining virtual meeting for individual members holding securities in dematerialized mode.

• x. The instructions for remote e-Voting and joining the AGM are as under:

• A. VOTING THROUGH ELECTRONIC MEANS:

• Process to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-voting system

• I) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• Pursuant to SEBI Master Circular no. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/ Depositories Participants (‘DPs’) to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (‘ESP’) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

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CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

ORIENT CEMENT LIMITED

Shareholder

Individual shareholders holding securities in demat mode with NSDL

Login Method

a) Users already registered for NSDL IDeAS facility:

• i. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Services is launched, click on the “ Beneficial Owner ” icon under “Login” which is available under “ IDeAS ” section.

• ii. A new screen will open. Enter your User ID and Password. After successful authentication, you will be able to see e-voting services under Value Added Services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page.

• iii. Click on options available against Company name or e-voting service provider-NSDL and you will be re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining virtual meeting and voting during the meeting.

b) Users not registered with IDeAS e-services:

• i. Option to register is available at https://eservices.nsdl.com.

• ii. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp

• iii. Please follow steps at point (a) above.

c) Visit the E-voting website of NSDL:

• i. Open web browser and type the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will need to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• ii. After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on the Company name or e-voting service provider-NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting and e-Voting during the meeting.

• d) Shareholders/Members can also download NSDL mobile app “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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ANNUAL REPORT 2023-24

Shareholder

Individual shareholders holding securities in demat mode with CDSL

Login Method

• i. Users who are registered at CDSL Easi/Easiest, can login through their existing User ID and Password. The option will be made available to reach e-voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.

• ii. 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 virtual 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.

• iii. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• iv. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN from the e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email 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 able to directly access the system of all e-Voting Service Providers.

Individual shareholders (holding securities in demat mode) login through their Depository Participants

Shareholders can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility. Once logged-in, shareholder will be able to see the e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein shareholder can see e-voting feature. Click on Company name or e-voting service provider-NSDL and shareholder will be redirected to e-voting website of NSDL for casting vote during the remote e-voting period or joining virtual meeting and e-Voting during the meeting.

Important note: Members 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 Shareholders holding securities in demat for issues related to login through Depository i.e. NSDL and CDSL:

NSDL		CDSL
Email: evoting@nsdl.com		Email: helpdesk.evoting@cdslindia.com
Phone No.: 022 - 4886 7000		Toll free no. 1800 225533

• A) Login method for e-voting and joining virtual meeting for members other than Individual shareholders holding securities in demat mode and for members holding securities in physical mode.

• i. Visit the e-voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

• ii. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

• iii. A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can login at https://eservices.nsdl.com/ with your existing IDeAS login. Once you login to NSDL eservices after using your login credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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STATUTORY REPORTS

FINANCIAL STATEMENTS

ORIENT CEMENT LIMITED

• iv. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a. For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example: If your DP ID is IN300 and Client ID is 12 then your User ID is IN30012**
b. For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example: If your Beneficiary ID is 12** thenyour User ID is 12**
c. For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company. For example: If folio number is 001 and EVEN is 101456 then User ID is 101456001

• v. Password details for members, other than Individual members, are given below:

• a) If you are already registered for e-voting, then you can use your existing Password to login and cast your vote.

• b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your Password.

• c) How to retrieve your ‘initial password’?

  • If your e-mail ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from evoting@nsdl.com. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file.

  • The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • In case you have not registered your e-mail ID with the Company/ Depository, please follow instructions mentioned in this Notice.

• vi. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/ Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/ folio number, PAN, name and registered address, etc.

• d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL.

• vii. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• viii. Now, you will have to click on “Login” button.

• ix. After you click on the “Login” button, home page of e-voting will open.

Step 2: Cast your vote electronically and join AGM on NSDL e-voting system

• i. After successful login, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and general meeting is in active status.

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ANNUAL REPORT 2023-24

• ii. Select “EVEN” of Company, which is 129228 for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

• iii. Now you are ready for e-voting as the voting page opens.

• iv. Cast your vote by selecting appropriate options i.e. assent or dissent, verify or modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

• v. Upon confirmation, the message “Vote cast successfully” will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number.

• vi. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• vii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General guidelines for members

• i. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on https://www.evoting.nsdl.com to reset the Password.

• ii. In case of any queries related to e-voting, you may refer the Help/Frequently Asked Questions (“Help/FAQs”) and e-voting user manual available at the download section of https://www.evoting. nsdl.com. For any grievances connected with facility for e-voting, please contact Ms. Pallavi Mhatre, Senior Manager, NSDL, 4[th] Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, e-mail: evoting@nsdl.com, toll free no: 022 - 48867000.

Process for those shareholders whose email-ids are not registered with the depositories for procuring user id and password and registration of e-mail-ids for e-voting for the resolution set out in this notice:

• i. In case shares are held in physical mode please provide Folio No., Name of member, 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 email to investors@orientcement.com.

• ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to investors@orientcement.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained above at step 1, i.e., Login method for e-Voting and joining virtual meeting for Individual members holding securities in demat mode.

• iii. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

B. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• i. Members will be able to attend the AGM through VC/OAVM through the NSDL e-voting system. After successful login, you can see VC/ OAVM link placed under Join meeting menu against the Company name. This link will be enabled 30 minutes before the schedule time of AGM. You are

• requested to click on VC/OAVM link placed under “Join Meeting” menu. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further, members can also use the OTP based login for logging into the e-voting system of NSDL.

• ii. Members are encouraged to join the AGM through Laptops / computers for better experience and use internet with a good speed to avoid any disturbance during the AGM.

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CORPORATE OVERVIEW

STATUTORY REPORTS

FINANCIAL STATEMENTS

ORIENT CEMENT LIMITED

• iii. Please note that members connecting from Mobile Devices or Tablets or through Laptop 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 kind of aforesaid glitches.

• iv. Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM.

• v. Members who need assistance before or during the meeting, can contact NSDL on evoting@nsdl.com or call at 022 - 4886 7000 Contact Person at NSDL: Ms. Pallavi Mhatre, Senior Manager, NSDL.

• vi. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker shareholder by sending request from their registered e-mail address mentioning their name, DPID and Client ID/Folio number, PAN, mobile number at investors@orientcement.com on or before

• Monday, July 29, 2024 (5:00 p.m. IST) . Those members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers and time for speaking, depending on the availability of time for the AGM.

• vii. Further members, who have registered themselves as speaker shareholder, will be required to allow camera and use Internet with a good speed to avoid any disturbance during the meeting.

• The Board of Directors of the Company has appointed Mr. Atul Kumar Labh, a Practicing Company Secretary, (Membership No. FCS 4848/CP 3238), as the Scrutiniser to scrutinise the e-voting process before and during the AGM in a fair and transparent manner.

• The Scrutiniser shall after the conclusion of e-Voting at the AGM, first download the votes cast at the AGM and thereafter, unblock the votes cast through remote e-Voting and will submit a consolidated Scrutiniser’s Report of the total votes cast in favour or against, if any, to the Chairman or any other authorized officer of the Company, who shall countersign the same. The results will be announced within the time stipulated under the applicable laws.

• The results declared along with the Scrutiniser’s report shall be placed on the website of the Company www.orientcement.com and on the website of NSDL www.evoting.nsdl.com immediately. The Company shall simultaneously communicate the results to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

• Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of AGM, i.e., Monday, August 5, 2024.

By order of the Board of Directors

Diksha Singh Company Secretary M. No. ACS 44999

Place: New Delhi Date: May 1, 2024

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ANNUAL REPORT 2023-24

Statement in respect of the Special Business pursuant to Section 102 of the Companies Act, 2013

Item No. 4

In accordance with the provisions of Section 148 of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014 (the “Rules”), the Company is required to appoint a Cost Auditor to audit the cost records of the Company.

On the recommendation of the Audit Committee at its meeting held on May 1, 2024, the Board has approved the re-appointment of Mr. Somnath Mukherjee, Cost Accountant in Practice (M.No.F5343), as Cost Auditor of the Company for conducting the audit of the cost records of the Company for the financial year ending March 31, 2025, required to be audited under the Act and the Rules framed thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), at a Cost Audit fees of H 1,00,000/- (Rupees one lakh only) plus applicable taxes and out of pocket expenses.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Cost Audit fees to be paid to the Cost Auditors of the Company has to be ratified by the shareholders of the Company. Accordingly, the members are requested to ratify the remuneration of the Cost Auditors for the financial year 2024-25 as set out in the resolution for the aforesaid services to be rendered by him.

None of the Directors and Key Managerial Personnel of the Company and their relatives may be deemed to be concerned or interested in the proposed resolution.

The Board recommends the Ordinary resolution set forth in Item no. 4 of the Notice for the ratification by the members.

Details of Director seeking re-appointment at the Annual General Meeting pursuant to the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, as applicable

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Particulars Details
Name Mrs. Amita Birla
DIN 00837718
Age 67 years
Qualification GCE-A Level
Experience 43 years
Terms and conditions of appointment/ re-appointment Re-appointment upon retirement by rotation
including remuneration proposed to be paid
Details of last remuneration drawn during FY 2023-24 H 22 lacs (Sitting fees and commission)
Date of first appointment on the Board March 27, 2015
Occupation Industrialist
Expertise in specific functional areas Expertise in Management and Operation of diverse nature of business
Number of Board Meetings attended during the year 2023-24 Attended 6 out of 7 meetings.
Directorships held in other listed entities in India Birlasoft Limited- Chairperson
HIL Limited- Director
Names of listed entities from which the person has NIL
resigned in the past three years as Director
Memberships/ Chairmanships of Committees of Board in Birlasoft Limited
listed entities in India Nomination & Remuneration Committee – Member
Corporate Social Responsibility Committee – Chairperson
HIL Limited
Corporate Social Responsibility Committee – Member
Shareholding in the Company (including shareholding as a 3,88,000 no. of equity shares (as on March 31, 2024)
beneficial owner)
Relationship with any other Director/Key Managerial None of the other directors are related to Mrs. Amita Birla, except
Personnel of the Company Mr. Chandrakant Birla, a non-executive Director of the Company,
who is the spouse of Mrs. Amita Birla.
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