ORIENT CEMENT LIMITED

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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: Gist of the proceedings of the 13[th] Annual General Meeting

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir,

We hereby wish to inform you that the 13[th] Annual General Meeting (“AGM”) of the Company was held on Monday, August 5, 2024, at 3:30 p.m. through Video Conferencing (VC) which concluded at 4:49 p.m. on the same day and the business mentioned in notice dated May 1, 2024, were transacted.

In this regard, we enclose herewith the gist of the proceedings of the 13[th] AGM of the Company.

The proceedings shall also be made available on the Company’s website at https://orientcement.com/disclosure-reg-46/agm/ .

Kindly take the same on record.

Thanking you,

For Orient Cement Limited

DIKSHA Digitally signed by DIKSHA SINGH SINGH Date: 2024.08.05 18:20:37 +05'30' Diksha Singh Company Secretary

Investor E-mail id: [email protected]

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

GIST OF PROCEEDINGS OF THE 13[th] ANNUAL GENERAL MEETING

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The 13[th] Annual General Meeting of the Company (“AGM” or the “Meeting”) held on Monday, August 5, 2024, commenced at 3:30 p.m. (IST) and concluded at 4:49 p.m. (IST) (including time allowed for e-voting after the conclusion of the meeting) 48 Shareholders attended the AGM through Video Conferencing (“VC”).

Ms. Diksha Singh, Company Secretary of the Company, welcomed the members to the 13[th] AGM, of the Company and informed the members that the AGM is being held through VC in accordance with the circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India and in compliance of the applicable provisions of the Companies Act, 2013 and the Rules made thereunder. She informed the members, that Statutory Registers along with other relevant documents as required were made available for inspection electronically on the e-voting portal of NSDL and the website of the Company. She also provided instructions to the members for participation in the AGM and guidelines for speaker shareholders.

Mr. Chandrakant Birla, Chairman of the Board, chaired the AGM and welcomed the members to the 13[th] AGM of the Company. Mr. Deepak Khetrapal, the Managing Director & CEO of the Company, Mr. Prakash Chand Jain, Chief Financial Officer and Ms. Diksha Singh, Company Secretary of the Company were present with him in the meeting. He then requested the other members of the Board present in the meeting to introduce themselves.

Mrs. Amita Birla, Non-Executive Director, Mr. I. Y. R. Krishna Rao, Independent Director and Chairman of Audit Committee and Risk Management Committee; Mrs. Varsha Vasant Purandare, Independent Director and Chairperson of Stakeholders’ Relationship Committee; Mr. Swapan Dasgupta, Independent Director and Chairman of Corporate Social Responsibility Committee and representing the Chairman of Nomination and Remuneration cum Compensation Committee; and Mr. Rajeev Jhawar, Independent Director, introduced themselves and confirmed their presence in the Meeting. Mr. Rabindra Jhunjhunwala, Independent Director and Chairman of Nomination & Remuneration cum Compensation Committee could not attend the AGM. The Chairman also acknowledged the attendance of Statutory Auditors, Secretarial Auditors and Scrutinizer.

The Chairman confirmed that the requisite quorum is present and called the meeting to order. He then requested the Company Secretary to brief the Shareholders regarding the e-voting process.

The Company Secretary informed the members that in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided the facility, to the members, to cast their vote electronically (remote e- voting) through e-voting platform of National Securities Depository Limited (“NSDL") in respect of all the business set out in the AGM Notice dated May 1, 2024.

The e-voting commenced at 9:00 a.m. IST on Friday, August 2, 2024, and ended at 5:00 p.m. IST on Sunday, August 4, 2024. The members attending the Meeting, who had not cast their vote by remote e-voting, were provided the facility to exercise their right of voting at the AGM through electronic means. Cut-off date for determining the name of the members eligible for voting (remote e-voting and e-voting at the AGM) and for attending the AGM was Monday, July 29, 2024.

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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Thereafter, the Chairman addressed the members with his speech.

With the permission of the members present, the Notice of 13[th] AGM, as already circulated, was taken as read. There were no reservation, qualification, observation or adverse remark or disclaimer in the Statutory Auditor’s Report on the financials of the Company for the financial year 2023-24 and the Secretarial Auditor’s Report, the same were also taken as read.

Items of Business

In terms of Notice of AGM dated May 1, 2024, convening the 13[th] AGM, the following business was transacted at the Meeting through remote e-voting and voting during the meeting. For Item no. 3, Chairman being interested did not Chair the meeting and, in his place, Mr. I.Y.R. Krishna Rao, Independent Director, presided.

Ordinary Business:

Ordinary Resolution for adoption of the Audited Financial Statements of the Company for the financial year ended March 31, 2024, together with reports of the Board of Directors and Auditors’ thereon.
Ordinary Resolution for declaration of final dividend of Rs. 1.50/- (150%) per equity share of face value of Re. 1/- each for the financial year ended March 31, 2024, and confirmation of the interim dividend of Rs. 0.75/- (75%) per equity share, paid during the financial year 2023-24.
(DIN 00837718), who retires by rotation and being eligible, offers herself for re-appointment.

Special Business:

Ordinary Resolution for ratification of the remuneration payable to Mr. Somnath Mukherjee, Cost Auditor of the Company for the financial year 2024-2025.

The Chairman requested the members who have registered themselves as Speaker Shareholders, to give their valuable opinions and suggestions. The Chairman responded to the queries of the Speaker Shareholders.

The Chairman requested the members who have not cast their vote, to do so. He informed that Mr. A.K. Labh of M/s A.K. Labh & Co., Company Secretaries, has been appointed as the scrutinizer for the purpose of scrutinizing both, the remote e-voting and e-voting at the AGM, in a fair and transparent manner.

The results will be declared based on scrutinizer’s report after considering the e‐voting done by the members participating in this AGM and also the remote e‐voting already done by the members. The results would be published on the Company’s website and also uploaded on the websites of the Stock Exchanges, NSE and BSE.

The Chairman authorized Mr. Desh Deepak Khetrapal, Managing Director & CEO and Ms. Diksha Singh, the Company Secretary of the Company, severally, to receive the Scrutinizer’s report on voting and declare the result of the voting to the Stock Exchanges within two working days from