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UltraTech Cement Ltd Proxy Solicitation & Information Statement 2024

Jul 29, 2024

61450_rns_2024-07-29_6c6dbf09-96db-41c6-bd62-647c1253f69a.pdf

Proxy Solicitation & Information Statement

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29[th] July 2024

BSE Limited The Manager Corporate Relationship Department Listing Department Phiroze Jeejeebhoy Towers The National Stock Exchange of India Limited Dalal Street Exchange Plaza, Bandra Kurla Complex, Mumbai – 400001 Bandra (East), Mumbai – 400051 Security code: 532538 Scrip code: ULTRACEMCO

  • Sub: Notice of meetings of the equity shareholders and unsecured creditors of UltraTech Cement Limited convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench (“Tribunal”)

  • Ref: a. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

  • b. ISIN: INE481G01011

  • c. In the matter of Composite Scheme of Arrangement between Kesoram Industries Limited (“Demerged Company”) and UltraTech Cement Limited (“Resulting Company” or “Company”) and their respective shareholders and creditors (“Scheme”)

Dear Sirs,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, enclosed herewith are copies of the notices for convening the meetings of the equity shareholders and unsecured creditors (including unsecured debenture holders) of the Company together with the copy of the Scheme and copy of the explanatory statement under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as directed by the Tribunal vide its order dated 8[th] July, 2024, for the meetings of the equity shareholders and unsecured creditors of the Company to be held for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed Scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Brief details of the meetings are given as under:

Particulars Equity Shareholders Unsecured Creditors
Day of the meeting Friday
Date of the meeting 30thAugust, 2024
Time of the meeting 11.30 a.m. (IST) 2.30 p.m. (IST)
Mode of the meeting As per directions of the Tribunal, the meeting shall be conducted
through video conferencing (“VC”) / other audio-visual means (“OAVM”)
Cut-off date for e-voting Friday, 23rdAugust, 2024
Remote e-voting start
date and time		 Tuesday, 27thAugust, 2024 at 9.00 a.m. (IST)
Remote e-voting end
date and time		 Thursday, 29thAugust, 2024 at 5.00 p.m. (IST)

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UltraTech Cement Limited

Registered Office : Ahura Centre, B – Wing, 2[nd] Floor, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India T: +91 22 6691 7800 / 2926 7800 I F: +91 22 6692 8109 I W: www.ultratechcement.com/www.adityabirla.com I CIN : L26940MH2000PLC128420

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The respective notices of the equity shareholders and unsecured creditors along with accompanying documents are also being made available on the Company’s website viz ., www.ultratechcement.com.

Kindly take the same on record.

Thanking you,

Yours faithfully, For UltraTech Cement Limited

Digitally signed by SANJEEB SANJEEB KUMAR KUMAR CHATTERJEE CHATTERJEE Date: 2024.07.29 16:13:23 +05'30' Sanjeeb Kumar Chatterjee Company Secretary and Compliance Officer

Encl.: As above.

Cc:

Luxembourg Stock Exchange BP 165 / L – 2011 Luxembourg Scrip Code: US90403E1038 and US90403E2028

Singapore Exchange 11 North Buona Vista Drive, #06-07 The Metropolis Tower 2, Singapore 138589 ISIN Code: US90403YAA73 and USY9048BAA18

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UltraTech Cement Limited

Registered Office : Ahura Centre, B – Wing, 2[nd] Floor, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India T: +91 22 6691 7800 / 2926 7800 I F: +91 22 6692 8109 I W: www.ultratechcement.com/www.adityabirla.com I CIN : L26940MH2000PLC128420

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UltraTech Cement Limited

Corporate Identity Number (CIN): L26940MH2000PLC128420

Registered Office: B-Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri East, Mumbai – 400093, Maharashtra Phone: 022 6691 7800/ 2926 7800

Email: [email protected] | Website: www.ultratechcement.com

NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF ULTRATECH CEMENT LIMITED PURSUANT TO ORDER DATED 8[TH] JULY, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH
MEETING
Day Friday
Date 30thAugust, 2024
Time 2:30p.m.(IST)
Mode of Meeting As per the directions of the Hon’ble National Company Law
Tribunal, Mumbai Bench, the meeting shall be conducted through
video conferencing (“VC”) /other audio-visual means(“OAVM”)
Cut-off date for e-voting Friday, 23rdAugust, 2024
Remote e-voting start date and time Tuesday, 27thAugust, 2024 at 9.00 a.m.(IST)
Remote e-voting end date and time Thursday, 29thAugust, 2024 at 5.00p.m.(IST)

E-Voting during the meeting would be available for those unsecured creditors who had not voted through remote e-voting. This facility would be available during the meeting and for 15 minutes from the conclusion of the meeting.

UltraTech Cement Limited 1

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Sr. Contents Page
No. Nos.
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Sr.
No.		 Contents Page
Nos.
1. Notice convening the meeting of unsecured creditors of UltraTech Cement Limited (“Notice”) pursuant to
directions of the Hon’ble National CompanyLaw Tribunal, Mumbai Bench.		 3
2. Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the
Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)
Rules, 2016(“CAA Rules”).		 10
3. Annexure I
Composite Scheme of Arrangement between Kesoram Industries Limited (“Demerged Company”) and UltraTech
Cement Limited(“ResultingCompany” or “Company”)and their respective shareholders and creditors(“Scheme”).		 30
4. Annexure II and III
Financial results along with auditor’s report of the Demerged Company and the Company, respectively, for the
year ended 31stMarch, 2024.
The Annual Reports of the Demerged Company and the Company are available athttps://www.kesocorp.com/
DOCS/pdf/mgc/2023-2024-kesoram-annual-report-2024.pdfandhttps://www.ultratechcement.com/content/
dam/ultratechcementwebsite/pdf/fnancials/Integrated-and-Sustainability-Report-FY24-(double%20page).
pdfrespectively.		 95
&
108
5. Annexure IV and V
Report of the Board of Directors of the Company and the Demerged Company, respectively, pursuant to Section
232(2)(c)of the Act.		 127
&
132
6. Annexure VI(A) and VI(B)
Joint share entitlement ratio report dated 30thNovember, 2023 prepared by Bansi S. Mehta Valuers LLP, Registered
Valuer (Registration No. IBBI/RV/E/06/2022/172) and PwC Business Consulting Services LLP, Registered Valuer
(Registration No. IBBI/RV-E/02/2022/158) (“Joint Share Entitlement Ratio Report”) and Summary of the above
Joint Share Entitlement Ratio Report.		 139
&
157
7. Annexure VII
Fairness opinion dated 30thNovember, 2023 prepared by ICICI Securities Limited, an independent SEBI registered
Category-I Merchant Banker(“Fairness Opinion”).		 158
8. Annexure VIII and IX
Observation letters dated 13thMay, 2024 received from BSE Limited (“BSE”) and National Stock Exchange of India
Limited(“NSE”), respectively.		 165
&
169
9. Annexure X and XI
No Complaint Reports dated 22ndJanuary, 2024 and 13thMarch, 2024 submitted by the Company to BSE and
NSE, respectively.		 173
&
175
10. Annexure XII
Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action
taken against the Company, itspromoters and directors		 177
11.. Annexure XIII
Disclosure containing certain information for the public shareholders as per the requirements of the observation
letters		 185

The Notice of the Meeting, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules (page nos. 3 to 29) and Annexure I to Annexure XIII (page nos. 30 to 187) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

2 UltraTech Cement Limited

FORM NO. CAA. 2 [Pursuant to Section 230 (3) and rule 6 and 7] IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH C.A.(CAA)/112/MB/2024

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN KESORAM INDUSTRIES LIMITED AND ULTRATECH CEMENT LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UltraTech Cement Limited , a company incorporated under ) provisions of the Companies Act, 1956, having Corporate Identity ) Number L26940MH2000PLC128420 and its registered office at ) B-Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri ) East, Mumbai- 400093, Maharashtra ) … Company/ Resulting Company

NOTICE CONVENING MEETING OF UNSECURED CREDITORS

To The Unsecured Creditors of UltraTech Cement Limited

  1. NOTICE is hereby given that, in accordance with the Order dated 8[th] July, 2024 (“Tribunal Order”) in the abovementioned Company Scheme Application, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“Tribunal”), a meeting of the unsecured creditors of the Company, will be held on Friday, 30[th] August, 2024 at 2:30 p.m. (IST) (“Meeting”) for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between Kesoram Industries Limited (“Demerged Company”) and UltraTech Cement Limited (“Resulting Company” or “Company”) and their respective shareholders and creditors (“Scheme”).

  2. Pursuant to the said Tribunal Order and as directed therein, the Meeting will be held through video conferencing (“VC”) / other audio visual means (“OAVM”), in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(6) of the Act:

“ RESOLVED THAT pursuant to the provisions of Sections 230 and 232 of the Companies Act, 2013 (“Act”), the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal (“Tribunal”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, 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 other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Composite Scheme of Arrangement between Kesoram Industries Limited and UltraTech Cement Limited and their respective shareholders and creditors (“Scheme”), be and is hereby approved.

UltraTech Cement Limited 3

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 this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal 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 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.”

  1. TAKE FURTHER NOTICE that the unsecured creditors (including holders of listed unsecured non-convertible debentures) shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) through e-voting system available at the Meeting to be held through VC / OAVM (“e-voting at the Meeting”); or (b) by remote electronic voting (“remote e-voting”) during the period as stated below:
REMOTE E-VOTING PERIOD
Commencement of e-voting Tuesday, 27thAugust, 2024 at 9.00 a.m.(IST)
End of e-voting Thursday, 29thAugust, 2024 at 5.00p.m.(IST)

  1. A person whose name is recorded in the list of unsecured creditors available with the Company as on the cut-off date, i.e., Friday, 23[rd] August, 2024 only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an unsecured creditor as on the cut-off date, should treat the Notice for information purpose only.

  2. A copy of the said Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) along with all annexures to such Statement are annexed hereto. A copy of this Notice and the accompanying documents are also available on the website of the Company www.ultratechcement.com; the website of KFin Technologies Limited (“KFin”), the Company’s Registrar and Transfer Agent, being the agency appointed by the Company to provide remote e-voting and e-voting at the meeting and other facilities for convening of the Meeting viz. https://evoting.kfntech.com and those of the website of the Stock Exchanges i.e., BSE Limited (“BSE”) viz. www.bseindia.com and National Stock Exchange of India (“NSE”) viz. www.nseindia.com.

  3. The Hon’ble Tribunal has appointed (a) Mr. Pravin Varma, IRS Retired to be the Chairperson of the said Meeting of the unsecured creditors of the Company; and (b) Mr. Mitesh Shah, Practicing Company Secretary (Membership No. F10070, COP No. 12891), to be the Scrutiniser for the said Meeting.

  4. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Sd/Pravin Varma Chairperson of the Meeting appointed by the Tribunal

Mumbai, Monday, 22[nd] July, 2024

Registered Office:

B-Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri East, Mumbai- 400093, Maharashtra CIN: L26940MH2000PLC128420 Website: www.ultratechcement.com E-mail: [email protected] Tel.: 022-6691 7800 / 2926 7800

4 UltraTech Cement Limited

NOTES FOR THE MEETING OF UNSECURED CREDITORS OF THE COMPANY

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE MEETING THROUGH VC / OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

  • i. Pursuant to the Tribunal Order, the Meeting of the unsecured creditors of the Company will be held through VC / OAVM to transact the business set out in the Notice. Unsecured creditors attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. Quorum for the Meeting shall be in terms of the Tribunal Order and Section 103 of the Act.

  • ii. The proceedings of this Meeting shall be deemed to have been conducted at the registered office of the Company located at B-Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri East, Mumbai 400093, Maharashtra, India which shall be the deemed venue of the Meeting. The route map for the Meeting is therefore not attached.

  • iii. Since, the Meeting is being held through VC / OAVM, physical attendance of the unsecured creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the unsecured creditors will not be available for the Meeting. Hence, proxy forms and attendance slips are not annexed to this Notice. However, in pursuance of Section 113 of the Act, authorized representatives of institutional / corporate unsecured creditors 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 unsecured creditor sends a certified copy of their board or governing body resolution / authorization 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 said resolution / authorization shall be sent to [email protected] and a copy marked to [email protected] with the subject line “UltraTech Cement Limited NCLT Convened Meeting” at least 48 hours before the meeting.

  • iv. The Notice of the Meeting and the accompanying documents mentioned in the Index are being sent only through electronic mail to those unsecured creditors whose email addresses are registered with the Company.

  • v. KFin will provide the facility for voting by the unsecured creditors through remote e-voting, for participation in the Meeting through VC / OAVM and e-voting during the Meeting.

  • vi. The statement pursuant to Section 230 and Section 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules in respect of the business set out in the Notice of the Meeting is annexed hereto. A copy of this Notice and the accompanying documents are also available on the website of the Company www.ultratechcement.com; the website of KFin viz. https://evoting.kfntech.com and those of the website of the Stock Exchanges i.e., BSE viz. www.bseindia.com and NSE viz. www.nseindia.com.

  • vii. The Notice, Scheme, Explanatory Statement, all other documents accompanying the same and the documents referred to in paragraph 17 of the Explanatory Statement are available for inspection on the Company’s website at https://www. ultratechcement.com/investors/corporate-governance#scheme-of-arrangement.

  • viii. If desired, unsecured creditors may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in this regard, along with details such as name, DP ID-Client ID (in case of debenture holders), Permanent Account Number (PAN), mobile number and email address may be addressed to the Company Secretary at [email protected].

  • ix. The Notice convening the Meeting will be published through advertisement in Business Standard, all India edition in English and Navshakti, Mumbai edition in Marathi having circulation in Maharashtra.

  • x. The Scheme shall be considered approved by the unsecured creditors of the Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the unsecured creditors voting at the Meeting through VC / OAVM or by remote e-voting, in terms of the provisions of Sections 230 to 232 of the Act.

  • xi. The voting rights of an unsecured creditor shall be in proportion to the outstanding amount due by the Company as on the Cut-off Date, i.e. Friday, 23[rd] August, 2024.

  • xii. A person whose name is recorded in the list of unsecured creditors available with the Company as on the Cut-off Date only shall be entitled to avail the facility of remote e-voting as well as e-voting at the Meeting. The value and number of unsecured creditors shall be in accordance with the books / records maintained by the Company.

UltraTech Cement Limited 5

PROCEDURE FOR JOINING THE MEETING THROUGH VC / OAVM:

  • i. Unsecured creditors will be able to attend the Meeting through VC / OAVM or view the live webcast of the Meeting at https:// emeetings.kfntech.com by using their remote e-voting login credentials and selecting the ‘Event’ for Company’s meeting.

  • Unsecured creditors 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 this Notice. Further, unsecured creditors can also use the OTP based login for logging into the e-voting system.

  • ii. Unsecured creditors may join the Meeting through laptops, smartphones, tablets or iPads for better experience. Further, unsecured creditors will be required to use internet with a good speed to avoid any disturbance during the meeting. Unsecured creditors will need the latest version of Chrome, Safari, MS Edge or Mozilla Firefox.

  • Please note that 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.

  • Unsecured creditors will be required to grant access to the web-cam to enable two-way video conferencing.

  • iii. Facility of joining the Meeting through VC / OAVM shall open 30 minutes before the time scheduled for the Meeting and shall be kept open throughout the Meeting. Unsecured creditors will be able to participate in the Meeting through VC / OAVM on a first-come-first-serve basis.

  • Large unsecured creditors (i.e. unsecured creditors holding 2% or more debt), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination Remuneration and Compensation Committee and Stakeholders Relationship Committee, Auditors, etc. will not be subject to the aforesaid restriction of first-come first-serve basis.

  • iv. Institutional unsecured creditors are encouraged to participate in the Meeting through VC / OAVM and vote thereat.

  • v. Unsecured creditors who are entitled to attend the Meeting and who would like to speak or express their views or ask questions during the Meeting may register themselves as speakers https://emeetings.kfntech.com and clicking on “Speaker Registration” during the period from Monday, 26[th] August, 2024 (9:00 a.m. IST) upto Wednesday, 28[th] August, 2024 (3:00 p.m. IST). Those unsecured creditors who have registered themselves as a speaker will only be allowed to speak / express their views / ask questions during the Meeting. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the meeting.

Alternatively, unsecured creditors entitled to attend the Meeting may also visit https://emeetings.kfntech.com and click on the tab ‘Post Your Queries’ and post their queries / views / questions in the window provided, by mentioning their name, email ID and mobile number. The window will close at 3:00 p.m. (IST) on Wednesday, 28[th] August, 2024.

  • vi. Unsecured creditors who need assistance before or during the Meeting, relating to use of technology, can contact KFin at 1800 309 4001 or write to them at [email protected].

PROCEDURE FOR REMOTE E-VOTING AND VOTING DURING THE MEETING:

  • i. Unsecured creditors are requested to attend and participate in the ensuing Meeting through VC / OAVM and cast their vote either through remote e-voting facility or through e-voting facility to be provided during the Meeting.

  • ii. The facility of e-voting during the Meeting will be available to those unsecured creditors who have not cast their vote by remote e-voting. Unsecured creditors who cast their vote by remote e-voting, may attend the Meeting through VC / OAVM, but will not be entitled to cast their vote once again on the resolution. If an unsecured creditor casts vote by both modes i.e. voting at the Meeting and remote e-voting, voting done through remote e-voting shall prevail and vote at the Meeting shall be treated as invalid.

  • iii. In case of any query and/or assistance required, relating to attending the Meeting through VC / OAVM mode, unsecured creditors may refer to the Help & Frequently Asked Questions (“FAQs”) or contact Mr. S.V. Raju, Deputy General Manager - Corporate Registry or Mr. Satish Poojary, Manager - Corporate Registry, KFin at the email ID [email protected] or on phone No.: 040-6716 1500 or call KFin’s toll free No.: 1800 309 4001 for any further clarifications / technical assistance that may be required.

6 UltraTech Cement Limited

  • iv. In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December, 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e-voting Circular”), the Company is pleased to provide to unsecured creditors facility to exercise their right to vote on resolution proposed to be considered at the Meeting by electronic means through e-voting services arranged by KFin. Unsecured creditors may cast their votes using remote e-voting from a place other than the venue of the Meeting.

  • v. The remote e-voting period commences on Tuesday, 27[th] August, 2024 (9:00 a.m. IST) and ends on Thursday, 29[th] August, 2024 (5:00 p.m. IST). During this period, unsecured creditors entitled to attend the Meeting may cast their vote by remote e-voting. The remote e-voting module shall be disabled by KFin for voting thereafter. Once the vote on the resolution is cast by an unsecured creditor, the unsecured creditor shall not be allowed to change it subsequently.

  • vi. The documents as referred in the Scheme will be available for inspection by the unsecured creditors through electronic mode during the Meeting. The said documents will also be available electronically for inspection by the unsecured creditors, without payment of any fees, from the date of circulation of this Notice up to the date of Meeting, i.e. Friday, 30[th] August, 2024. Unsecured creditors seeking inspection of the aforementioned documents can send an email to [email protected] with the subject line “UltraTech Cement Limited NCLT Meeting” .

  • vii. Any unsecured creditors entitled to attend the Meeting, may obtain the user ID and password by sending a request at [email protected]. In case they are already registered with KFin for remote e-voting, they can use their existing User ID and password for voting.

PROCEDURE FOR REMOTE E-VOTING AND VOTING DURING THE MEETING:

1. In case of unsecured creditors whose email IDs are registered with the Company

  • Unsecured creditors whose email IDs are registered with the Company will receive an email from KFin which will include details of e-voting Event Number (“EVEN”), user ID and password.

  • They will have to follow the following process:

  • i. Launch internet browser by typing the URL: https://emeetings.kfintech.com.

  • ii. Enter the login credentials (i.e. User ID and password).

  • iii. After entering these details appropriately, click on “LOGIN”.

  • iv. Unsecured creditors will now reach password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt the unsecured creditor to change their password and update their contact details viz. mobile number, email ID etc. on first login. Unsecured creditors may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that unsecured creditors do not share their password with any other person and that they take utmost care to keep their password confidential.

  • v. Unsecured creditors would need to login again with the new credentials.

  • vi. On successful login, the system will prompt the unsecured creditor to select the “EVEN” i.e., ‘UltraTech Cement – NCLT Meeting” and click on “Submit”.

  • vii. On the voting page, select either option “FOR” or option “AGAINST” to cast your vote on the resolution.

  • viii. In case you do not wish to cast your vote, the same will be treated as “ABSTAINED”.

  • ix. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once an unsecured creditor has voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, unsecured creditors can login any number of times till they have voted on the Resolution(s).

2. In case of unsecured creditors whose email IDs are not registered with the Company

  • Unsecured creditors whose email IDs are not registered with the Company will receive the Notice of this Meeting along with details of EVEN, User ID and Password by registered post / speed post. They will have to follow the same process for e-voting as mentioned in the preceding note. In case any such Unsecured Creditors are unable to access such Notice and details for any reason, they will have to follow the following process:

UltraTech Cement Limited 7

  • i. Send an email request at the email ID [email protected] along with scanned copy of the request letter, duly signed, providing their email address, mobile number, self- attested PAN card copy for sending the e-voting instructions and credentials.

  • ii. In case of any queries, Unsecured Creditors may write to [email protected].

  • After receiving the e-voting instructions, please follow all the above steps to cast your vote by electronic means.

ACCESS TO JOIN THE MEETING ON KFIN SYSTEM AND TO PARTICIPATE AND VOTE THEREAT:

  • i. Unsecured creditors will be able to attend the Meeting through VC / OAVM platform provided by KFin. Unsecured creditors may access the same at https://emeetings.kfintech.com by using the e-voting login credentials provided in the email received from the Company / KFin.

  • ii. After logging in, click on the Video Conference tab and select the EVEN of the Company.

  • iii. Click on the video symbol and accept the Meeting etiquettes to join the Meeting. Please note that unsecured creditors who do not have the user ID and password for e-voting or have forgotten the same may retrieve them by following the remote e-voting instructions mentioned above.

OTHER INSTRUCTIONS

  • I. Any person who becomes an unsecured creditor of the Company after dispatch of the Notice and whose name is appearing on the list of unsecured creditors as on the cut-off date, i.e Friday, 23[rd] August, 2024 may obtain the user ID and password by (a) accessing the link: https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx or (b) sending an email request at the email ID [email protected]. in the same manner as mentioned above. Such unsecured creditor may also view / download the Notice, Scheme, Explanatory Statement and all other documents accompanying the same from the websites of the Company, KFin or Stock Exchanges or obtain a physical printed copy of the said Notice and accompanying documents free of charge from the Company by sending a written request as mentioned in the Notice. They may also take inspection of all documents as mentioned above.

  • II. The Hon’ble Tribunal has appointed (a) Mr. Pravin Varma, IRS Retired to be the Chairperson of the said Meeting of the unsecured creditors of the Company; and (b) Mr. Mitesh Shah, Practicing Company Secretary (Membership No. F10070, COP No. 12891), to be the Scrutiniser for the said Meeting.

  • III. The procedure for e-voting during the Meeting is same as the instructions mentioned above for remote e-voting since the Meeting is being held through VC / OAVM. The e-voting window shall be activated upon instructions of the Chairperson of the Meeting during the Meeting. E-voting during the Meeting is integrated with the VC / OAVM platform and no separate login is required for the same.

  • IV. The Scrutiniser will, after the conclusion of e-voting at the Meeting, scrutinise the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutiniser’s Report and submit the same to the Chairperson of the Meeting. The results of the Meeting shall be announced by the Chairperson within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutiniser’s Report, will forwarded to BSE and NSE, be displayed at the Registered Office of the Company and simultaneously uploaded on the Company’s website viz. www.ultratechcement.com and that of KFin viz. https://evoting.kfintech.com.

  • V. Unsecured creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting, manner of casting vote through remote e-voting or e-voting at the Meeting.

8 UltraTech Cement Limited

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Sr. Particulars Details of access
No.
----- End of picture text -----

Sr.
No.		 Particulars Details of access
1. Link for live webcast of the Meeting and for
participation through VC/OAVM		 https://emeetings.kfntech.comby using e-voting credentials and click
on video conference
2. Link for posting queries and speaker registration
and period of registration		 https://emeetings.kfntech.comby using e-voting credentials and click
on “post your queries” / “Speaker registration” as the case may be.
Period of registration: Monday, 26thAugust, 2024 (9:00 a.m. IST) upto
Wednesday,28thAugust,2024(3:00p.m. IST).
3. Link for remote e-voting https://evoting.kfntech.com
4. Username and password for VC / OAVM Unsecured creditors may attend the Meeting through VC / OAVM by
accessing the linkhttps://emeetings.kfntech.comby using the remote
e-voting credentials. Please refer the instructions provided in this Notice
for further information.
5. Helpline number for VC / OAVM participation
and e-voting		 Contact KFin at 1800 309 4001 or write to them atemeetings@kfntech.
com
6. Cut-off date for e-voting Friday, 23rdAugust, 2024
7. Time period for remote e-voting Commences on Tuesday, 27thAugust, 2024 (9:00 a.m. IST) and ends on
Thursday, 29thAugust, 2024(5:00p.m. IST)
8. Last date forpublishingresults of the e-voting Tuesday, 3rdSeptember, 2024
9. Designated persons for any grievances with
regard to e-voting		 Mr. S. V. Raju, Deputy General Manager - Corporate Registry, KFin or
Mr. Satish Poojary, Manager - Corporate Registry, KFin
10. KFin Technologies Limited - contact details KFin Technologies Limited
Selenium Building, Tower B, Plot Nos. 31 & 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Rangareddy,
Telangana, India - 500 032 Tel: 1800 309 4001
Website: www.kfntech.com
Email ID: [email protected]
11. UltraTech Cement Limited - contact details B Wing, Ahura Centre, 2ndFloor Mahakali Caves Road,
Andheri (East), Mumbai - 400 093
Tel.: 022 – 66917800
Website:www.ultratechcement.com
Email:[email protected]

UltraTech Cement Limited 9

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

C.A.(CAA)/112/MB/2024

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN KESORAM INDUSTRIES LIMITED AND ULTRATECH CEMENT LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UltraTech Cement Limited , a company incorporated under ) provisions of the Companies Act, 1956, having Corporate ) Identity Number L26940MH2000PLC128420 and its ) registered office at B-Wing, Ahura Centre, 2[nd] Floor, Mahakali ) Caves Road, Andheri East, Mumbai – 400093 Maharashtra ) … Company/ Resulting Company

STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF ULTRATECH CEMENT LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (“TRIBUNAL”) DATED 8[TH] JULY 2024 (“TRIBUNAL ORDER”)

1. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of unsecured creditors of UltraTech Cement Limited (“Company”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between Kesoram Industries Limited (“Demerged Company”) and UltraTech Cement Limited (“Company” or “Resulting Company”) and their respective shareholders and creditors (“Scheme”). The Scheme provides for: (i) the demerger of the Demerged Undertaking (as defined in the Scheme) from the Demerged Company and its transfer to and vesting into the Company on a going concern basis, and issue of shares by the Company to the shareholders of the Demerged Company; and (ii) reduction and cancellation of the Preference Share Capital of the Demerged Company (as defined in the Scheme).

The detailed terms of the arrangement may be referred in the Scheme, appended as ‘Annexure I’ .

2. DATE, TIME AND MODE OF MEETING

Pursuant to the Tribunal Order, the meeting of the unsecured creditors of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through VC / OAVM on Friday, 30[th] August, 2024 at 2:30 p.m. (IST).

3. RATIONALE AND BENEFITS OF THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of the same are, inter alia, as follows:

  • A. In case of the Demerged Company

  • (i) unlocking the value of the Cement Business for the shareholders of the Demerged Company;

  • (ii) assisting in the de-leveraging of its balance sheet including reduction of debt and outflow of interest as well as creation of value for its shareholders; and

  • (iii) focusing on core business areas such as rayon, transparent paper and chemicals.

  • B. In case of the Resulting Company

  • (i) expansion in markets where the Resulting Company has no physical presence;

  • (ii) creating value for shareholders by acquiring ready to use assets which shall create operational efficiencies and reduce time to markets vis-a-vis greenfield projects which are time consuming on account of acquisition of land and limestone mining leases;

  • (iii) good fit for serving existing markets and catering to additional cement volume requirements in new markets;

  • (iv) the transaction will provide the Resulting Company the opportunity to extend its footprint in the highly fragmented, competitive and fast growing Western and Southern markets in the country;

  • (v) it will help enhance the Resulting Company’s geographic reach in Southern markets; and

10 UltraTech Cement Limited

  • (vi) synergies in manufacture and distribution process and logistics alignment leading to economies of scale and creation of efficiency by reducing time to market and benefiting customers.

The Scheme is in the best interests of the shareholders, employees and the creditors of each of the Demerged Company and the Resulting Company.”

4. BACKGROUND OF THE COMPANIES:

A.

Particulars of the Demerged Company

  1. Kesoram Industries Limited (“Demerged Company”) having Corporate Identity Number (CIN) L17119WB1919PLC003429 was incorporated on 18[th] October 1919 under the provisions of the Indian Companies Act, 1913 in the state of West Bengal as a public company limited by shares under the name and style of `Kesoram Cotton Mills, Limited’. Subsequently, its name was changed to ‘Kesoram Industries & Cotton Mills Limited’ on 30[th] August, 1961 and to ‘Kesoram Industries Limited’ on 9[th] July, 1986. The Demerged Company is a company within the meaning of the Companies Act, 2013. The equity shares of the Demerged Company are listed on the BSE Limited (“BSE”), the National Stock Exchange of India Limited (“NSE”) and the Calcutta Stock Exchange Limited (“CSE”). The global depository receipts of the Demerged Company are listed on Luxemburg Stock Exchange. The registered office of the Demerged Company is situated at Birla Building, 9/1, RN, Mukherjee Road, Kolkata 700001. Its permanent account number with the income tax department is AABCK2417P. The email address of the Demerged Company is [email protected] and website is www.kesocorp.com.

Main objects of the Demerged Company have been reproduced as below:

“3(a)(i) To carry on the business of makers, manufacturers, processors, purchasers, importers, exporters, sellers, dealers, brokers, agents, stockists, distributers and suppliers of all kinds of cloths, readymade garments, and other products, by-products, goods, articles, compounds and preparations of all kinds with cotton, nylon, rayon, silk, hessian, woolen and other kinds of fibre by whatever name called or made under any process whether natural or artificial and by mechanical or other means.

  • (vi) To carry on the business of makers, manufacturers, processors, producers, importers, exporters, buyers, sellers, dealers, stockists, distributors of all varieties of rubber, synthetic rubber, leather, carbon black, insulators, hides, skins, nylon, rayon, cellulose rayon, silk and artificial silk, starch and other sizing materials, glycerin, perfumery soap, cosmetics, toilet preparations, hosiery, plastics, textiles, hessian, paper, newsprint, canvas, asbestos, dyestuffs, synthetic and artificial fibres, paper board, straw board, hard board, fibre board, chip board, corrugated paper, transparent paper, craft paper, pulp, carbons, inks, corks, parchment, oil cloth, linoleum, tarpaulins, fertilizers, caustic soda, resins, enamels, coal-tar, tyres, tubes, glassware, flaps, tyrecord, wheels, vehicles, the compounds, substances, derivatives, substitutes and by-products of the aforesaid materials and to prepare, press, vulcanize, repair and retreat such of them as are considered expedient.

  • (viii) To carry on the business of manufacturers, processors, purchasers, sellers, makers, importers, exporters, dealers, brokers, agents, stockists, distributors and suppliers of all kinds of coke, asbestos, cement, firebricks, refractory articles, goods, compounds, products and by-products or preparations allied thereto by whatever name called.

  • (ix) To carry on (either in connection with the aforesaid business or as distinct or separate business) the businesses of manufacturers, mechanical engineers, iron founders, manufacturers of tyres, tubes, motor, motor parts, motor accessories, agricultural implements and other machinery, fitters, tool makers, brass founders, metal makers, structural fabricators, boiler makers, millwrights, machinists, Iron and steel converters, smiths, wire drawers, steel rollers, tube makers, metallurgists, saddlers, galvanisers, annealers, painters, electrical engineers, water supply engineers, gas makers, packing case makers, dealers in steel, framers, printers, carriers, automobile consultants, electro platers, woodworkers, builders, pattern makers, refiners and chemical manufacturers.

  • (b)(xxvi) To amalgamate, enter into partnership or into any arrangement within the framework of the Companies Act for sharing profits, union of interests, co operation, joint venture or reciprocal concession or for limiting competition with any person, firm or body corporate whether in India or outside carrying on or engaged in, or about to carry on or engage in any business or transaction which the company is authorised to carry on or engage in or which can be carried on in conjunction therewith or which is capable of being carried on or conducted so as directly or indirectly to benefit the Company and further to enter into any arrangement or contract with any person, association or body corporate whether in India or outside for such other purposes that may seem calculated beneficial and conducive to the objects of the Company; and to lend money, to guarantee the contracts of or otherwise assist any such person, association, firm or company and to take or otherwise acquire and hold shares or securities of any such person, association, firm or company and to sell, hold, re-issue with or without guarantee or otherwise deal with such shares and securities.”

  • During the last five years, there has been no change in the objects clause of the Company.

  • The Demerged Company is, inter alia, engaged, directly or indirectly through its subsidiaries, in the businesses of manufacture and sale of grey cement, rayon, transparent paper and chemicals.

UltraTech Cement Limited 11

  1. The share capital of the Demerged Company as on 30[th] June, 2024 is as follows:

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Particulars Amount in `
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Particulars Amount in`
Authorised Share Capital
60,00,00,000 equityshares of`10 each 6,00,00,00,000
6,00,00,000preference shares of`100 each 6,00,00,00,000
Total 12,00,00,00,000
Issued, Subscribed and Paid-up Share Capital
3,10,663,663 equityshares of`10 each 3,10,66,36,630
19,19,277 zero% redeemablepreference shares of`100 each* 19,19,27,700
90,00,000 5% cumulative non-convertible redeemablepreference shares of`100 each 90,00,00,000
Total 4,19,85,64,330
  • It is clarified that the zero % redeemable preference shares of ` 100/- each were earlier convertible into equity shares at the option of the preference shareholders but such option has since lapsed and such preference shares are thus no longer convertible to equity shares.

5.

The latest annual financial results of the Demerged Company have been audited for the financial year ended on 31[st] March, 2024. The copy of the financial results along with auditor’s report of the Demerged Company as on 31[st] March, 2024 is annexed hereto as Annexure II .

  1. The details of promoters and directors of the Demerged Company as on date of this Notice along with their addresses are mentioned herein below:
Sr.
No.		 Name Category Address
Promoter & Promoter Group
1. Late Manjushree Khaitan Promoter 18, GurusadayRoad, Ballygunge, Kolkata – 700019
2. Manav Investment and Trading
Co. Limited		 Promoter 9/1, R. N. Mukherjee Road, Kolkata – 700001
3. Pilani Investment and Industries
Corporation Limited		 Promoter 11thFloor, 9/1, R. N. Mukherjee Road, Kolkata – 700001
4. Late Basant Kumar Birla Promoter Group 18, GurusadayRoad, Ballygunge, Kolkata – 700019
5. Rajashree Birla Promoter Group Aditya Birla Centre, C-Wing, 3rdFloor, S. K. Ahire Marg, Worli,
Mumbai – 400030
6. Vasavadatta Bajaj Promoter Group 16-A IL – Palazzo, Little Gibbs Road, Mumbai – 400006
7. Kumar Mangalam Birla Promoter Group Aditya Birla Centre, C-Wing, 3rdFloor, S.K.Ahire Marg, Worli,
Mumbai – 400030
8. Century Textiles and Industries
Ltd.		 Promoter Group Century Bhavan, Dr Annie Besant Road, Worli,
Mumbai – 400025
9. Birla Educational Institution Promoter Group 9/1, R. N. Mukherjee Road, Kolkata – 700001
10. Birla Education Trust Promoter Group 9/1, R. N. Mukherjee Road, Kolkata – 700001
11. Birla Institute of Technology and
Science		 Promoter Group Vidya Vihar, P. O. Pilani, Dist. Jhunjhunu,
Rajasthan – 333031
12. Prakash Educational Society Promoter Group 620-A, Faiz Road, Karol Bagh S.O, Central Delhi – 110005
13. Padmavati Investment Pvt. Ltd. Promoter Group 9/1, R. N. Mukherjee Road, Kolkata – 700001
14. Birla Group Holdings Pvt Ltd
(Since Umang Commercial
Company Pvt Ltd merged with
Birla Group Holdings Pvt Ltd w.e.f.
24thMay, 2024)		 Promoter Group Industry House, 1stFloor, 159 Churchgate Reclamation,
Mumbai – 400020

12 UltraTech Cement Limited

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Sr. Name Category Address
No.
----- End of picture text -----

Sr.
No.		 Name Category Address
Directors
1. Jikyeong Kang Non-Executive
Director		 Asian Institute of Management, Eugenio Lopez
Foundation Building,123, Paseo De Roxas Makati City-1229,
Philippines
2. Satish Narain Jajoo Non-Executive
Chairman,
Independent
Director		 B/2301, DB Woods, Gokuldham Krushna Vatika Marg, Opp.
Lakshchandi Heights Goregaon (East) Mumbai – 400063
3. Kashi Prasad Khandelwal* Director “Parijaat”, 9thfoor, Flat No.91, 24A, Shakespeare Sarani,
Kolkata – 700017
4. Lee Seow Chuan Independent
Director		 59, Lentor Walk Melody Villas, Singapore – 788822
5. Sudip Banerjee* Director Villa 255, Phase-1, Palm Meadows, Whitefeld,
Bangalore – 560066
6. Padmalochahan Radhakrishnan Whole-Time
Director		 Maya Apartments, 55, Lake Place, 1stFloor,
Kolkata – 700029
7. Mangala Radhakrishna Prabhu Independent
Director		 04, 2ndFloor, Plot-768, Krishna Niwas, Dr Ghanti Road,
Parsi ColonyDadar(East)Mumbai-400014
8. Rashmi Bihani Independent
Director		 Ambika Garden, Flat 6B, 23, Raja Santosh Road, Alipore,
Kolkata – 700027
  • Ceased to be Directors on 9[th] July, 2024 post completion of their term.

B. Particulars of the Company

  1. UltraTech Cement Limited (“Resulting Company” or “Company”) having Corporate Identity Number (CIN) L26940MH2000PLC128420 was originally incorporated on 24[th] August, 2000 under the provisions of the Companies Act, 1956 in the state of Maharashtra as a public company limited by shares under the name ‘L&T Cement Limited’. Subsequently, this name ‘L&T Cement Limited’ was changed to ‘UltraTech CemCo Limited’ with effect from 19[th] November, 2003. Thereafter, this name ‘UltraTech CemCo Limited’ was changed to ‘UltraTech Cement Limited’ with effect from 14[th] October, 2004. The equity shares of the Company are listed on BSE and NSE. The non-convertible debentures and commercial papers of the Company are listed on NSE. The global depositary receipts of the Company are listed on Luxembourg Stock Exchange and the sustainability linked bonds of the Company are listed on the Singapore Exchange Securities Trading Limited. The registered office of the Company is situated at B-Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri East, Mumbai - 400093. Its permanent account number with the income tax department is AAACL6442L. The email address of the Company is [email protected] and website is www.ultratechcement.com.

  2. Main objects of the Company have been reproduced as below:

  3. “III. THE OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE:-

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

1. To carry on the business of manufacturers of, dealers in and sellers of cement, clinker, lime, plasters, whiting, clay, granule, sand, coke, fuel, artificial stone, builders’ requisites & convenience of all kinds and any products or things which may be manufactured out of or with cement or in which the use of cement may be made.”

During the last five years, there has been no change in the objects clause of the Company.

  1. The Company is, inter alia, engaged in the business of manufacture and sale of various grades and types of cement, ready mix concrete and other building solutions related products.

UltraTech Cement Limited 13

  1. The share capital of the Company as on 30[th] June, 2024 is as follows:

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Particulars Amount (in ` )
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Particulars Amount(in`)
Authorized Share Capital
4,78,01,50,000 equityshares of`10 each 47,80,15,00,000
20,00,00,000preference shares of`100 each 20,00,00,00,000
1,02,000 cumulative redeemablepreference shares of`1,00,000 each 10,20,00,00,000
TOTAL 78,00,15,00,000
Issued, Subscribed and Paid-up Capital
28,86,97,318 equityshares of`10 each 2,88,69,73,180
1,00,000 cumulative redeemablepreference shares of`1,00,000 each fully paid up* 10,00,00,00,000
TOTAL 12,88,69,73,180

*The preference shares are classified and presented as financial liability for capital goods in the balance sheet of the Company.

The Company has outstanding employee stock options under its existing stock option schemes, the exercise of which may result in an increase in the issued and paid-up share capital of the Company.

The latest annual financial results of the Company have been audited for the financial year ended on 31[st] March, 2024. The copy of the audited financial statements along with auditor’s report thereon of the Company as on 31[st] March, 2024 is annexed hereto as Annexure III .

  1. The details of promoters and directors of the Company as on the date of the Notice along with their addresses are mentioned herein below:
Sr.
No.		 Name Category Address
Promoter & Promoter Group
1. Kumar Mangalam Birla Promoter Mangal Adityayan, 20 Charmichael Road, Behind Jaslok
Hospital,Cumballa,Mumbai – 400 026
2. Grasim Industries Limited Promoter Birlagram,Nagda,Ujjain – 456 331,Madhya Pradesh
3. Aditya Vikram Kumarmangalam
Birla HUF		 Promoter Group Mangal Adityayan, 20 Charmichael Road, Behind Jaslok
Hospital,Cumballa,Mumbai - 400 026
4. Rajashree Birla Promoter Group Mangal Adityayan, 20 Charmichael Road, Behind Jaslok
Hospital,Cumballa,Mumbai - 400 026
5. Neerja Birla Promoter Group Mangal Adityayan, 20 Charmichael Road, Behind Jaslok
Hospital,Cumballa,Mumbai - 400 026
6. Vasavadatta Bajaj Promoter Group 16-A,IL Palazzo,Little Gibbs Road,Mumbai – 400 006
7. Birla Group Holdings Pvt. Limited Promoter Group Industry House, 1stFloor, 159 Churchgate Reclamation,
Mumbai – 400 020
8. Hindalco Industries Limited Promoter Group Plot-612/613, Tower 4 One International Centre, India
Bulls Finance Centre, Senpati Bapat Marg, Delisle Road,
Mumbai – 400 013
9. Rajratna Holdings Pvt. Limited Promoter Group 212, 2ndFloor, T. V. Industrial Estate, 52, S. K. Ahire Marg, Worli,
Mumbai – 400 030
10. Vaibhav Holdings Pvt. Limited Promoter Group 212, 2ndFloor, T. V. Industrial Estate, 52, S. K. Ahire Marg, Worli,
Mumbai – 400 030
11. Vikram Holding Pvt. Limited Promoter Group Industry House, 1stFloor, 159 Churchgate Reclamation,
Mumbai – 400 020
12. Pilani Investment and Industries
Corporation Limited		 Promoter Group Birla Building, 11thFloor, 9/1, R. N. Mukherjee Road Kolkata
– 700 001
13. Padmavati Investment Private
Limited		 Promoter Group Birla Building, 11thFloor, 9/1, R. N. Mukherjee Road Kolkata
– 700 001
14. IGH Holdings Private Limited Promoter Group Industry House, 1stFloor, 159 Churchgate Reclamation,
Mumbai – 400 020

14 UltraTech Cement Limited

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Sr. Name Category Address
No.
----- End of picture text -----

Sr.
No.		 Name Category Address
15. Birla Group Holdings Pvt Ltd
(Since Umang Commercial
Company Pvt Ltd merged with
Birla Group Holdings Pvt Ltd w.e.f.
24thMay,2024)		 Promoter Group Industry House, 1stFloor, 159 Churchgate Reclamation,
Mumbai – 400 020
16. PT. Indo Bharat Rayon Promoter Group JI. Raya lndustri, PO Box 9, Ds. Cilangkap, Kee Babakancikao
Kab.,Purwakarta,41101,Jawa Barat,Indonesia
17. PT. Sunrise Bumi Textiles Promoter Group Menara Batavia Level 16thFloor, JI. K.H. Mas Mansyur Kav.
126,Jakarta 10220,Indonesia
18. PT. Elegant Textile Industry Promoter Group Menara Batavia Level 16thFloor, JI. K.H. Mas Mansyur Kav.
126,Jakarta 10220,Indonesia
19. Thai Rayon Public Co. Ltd. Promoter Group 888/160-161, Mahatun Plaza Building, 16th Floor, Ploenchit
Road,Lumpini,Pathumwan,Bangkok 10330
20. Surya Kiran Investments Pte. Ltd. Promoter Group 65, Chulia Street, OCBC Centre, Unit No. 48-05/06/07/08,
Singapore 049513
Directors
1. Kumar Mangalam Birla Chairman; Non-
Executive Director		 Mangal Adityayan, 20 Charmichael Road, Behind Jaslok
Hospital,Cumballa,Mumbai-400 026
2. Rajashree Birla Non-Executive
Director		 Mangal Adityayan, 20 Charmichael Road, Behind Jaslok
Hospital,Cumballa,Mumbai-400 026
3. Arun Adhikari# Independent
Director		 903 A Wing, 9thFloor, Vivarea Sane Guruji Marg,
Mahalaxmi,Mumbai – 400 011
4. Alka Marezban Bharucha Independent
Director		 7E, Harbour Heights, N.A. Sawant Marg, Colaba,
Mumbai – 400 005
5. Sunil Duggal Independent
Director		 P-10, Hauz Khas Enclave, New Delhi – 110 016
6. Sukanya Kripalu Independent
Director		 1703/17thFloor, Vivarea Tower B1, Sane Guruji Marg,
Hindustan Spg. & Wire Compound, Mahalaxmi,
Mumbai - 400 011
7. Sunil Behari Mathur# Independent
Director		 Plot No. 10 A-10 Vasant Vihar, Off: Purvi Marg,
New Delhi - 110 057
8. Anita Ramachandran ^ Independent
Director		 2401/2402, Raheja Atlantis, G.K Marg, Lower Parel,
Delisle Road,Mumbai – 400013
9. Anjani Kumar Agrawal ^ Independent
Director		 Flat No, 2201, A-Wing, Tower No. 2, Sumer Trinity Towers,
New Prabhadevi Road, Near Samana Press Prabhadevi,
Mumbai – 400025
10. Krishna Kishore Maheshwari Non-Executive
Director		 22 Chitrakoot CHS Ltd., Altamound Road, Cumballa Hill,
Mumbai - 400 026
11. Kailash Chandra Jhanwar Managing Director B-1402, 64, Greens, JN Off Tagore Road and Green Street,
Next to Podar School,Santacruz West,Mumbai – 400 054
12. Atul Daga* Wholetime
Director and Chief
Financial Offcer		 1302 Supreme Residency, 14thRoad,
Near Agarwal Nursing Home, Bandra West,
Mumbai - 400050
13. Vivek Agrawal** Wholetime
Director and Chief
MarketingOffcer		 2101 Glenridge Hiranandani Gardens, Powai IIT,
Mumbai - 400 076

Completed tenure as Independent Directors on 17[th] July, 2024

^ Appointed as Independent Directors w.e.f. 17[th] July, 2024

*Mr. Atul Daga’s term as Wholetime Director ended on 8[th] June, 2024. He however continues as Chief Financial Officer.

**Mr. Vivek Agrawal was appointed Wholetime Director and Chief Marketing Officer with effect from 9[th] June, 2024.

UltraTech Cement Limited 15

5. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia, as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme:

  • (i) The Scheme provides for: (i) the demerger of the Demerged Undertaking from the Demerged Company and its transfer to and vesting into the Company on a going concern basis, and issue of shares by the Company to the shareholders of the Demerged Company; and (ii) reduction and cancellation of the Preference Share Capital of the Demerged Company.

  • (ii) The Appointed Date of the Scheme is the opening business hours of 1[st] April, 2024 or such other date as may be mutually agreed by the respective Board of the Parties, subject to receipt of regulatory approvals from CCI or any other Appropriate Authority.

  • (iii) The Effective Date of the Scheme is the opening hours of the first day of the month immediately succeeding the month in which last of the conditions specified in Clause 21 of the Scheme are complied with or otherwise duly waived.

  • (iv) The Scheme as may be approved or directed by the Tribunal, shall become operative from the Effective Date and effective from the Appointed Date.

  • (v) Upon the Scheme coming into effect and in consideration of and subject to the provisions of the Scheme, the Company shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot, to each shareholder of the Demerged Company as follows:

  • (a) 1 (One) fully paid-up equity share of 10 (Rupees Ten only) each of the Company for every 52 (Fifty-Two) fully paid-up equity shares of 10 (Rupees Ten only) each of the Demerged Company held by equity shareholders, on a proportionate basis, whose name is recorded in the register of members and records of the depository as a member of the Demerged Company as on the Record Date;

  • (b) 54,86,608 (Fifty-Four Lakhs Eighty-Six Thousand Six Hundred Eight) fully paid-up 7.3% non-convertible redeemable preference shares of 100 (Rupees One Hundred only) each of the Company for 90,00,000 (Ninety Lakhs) 5% cumulative non-convertible redeemable preference shares of 100 (Rupees One Hundred only) each of the Demerged Company held by the preference shareholder in the Demerged Company as on the Effective Date; and

  • (c) 8,64,275 (Eight Lakhs Sixty-Four Thousand Two Hundred Seventy-Five) fully paid-up 7.3% non-convertible redeemable preference shares of 100 (Rupees One Hundred only) each of the Company for 19,19,277 (Nineteen Lakhs Nineteen Thousand Two Hundred Seventy-Seven) zero% optionally convertible redeemable preference shares of 100 (Rupees One Hundred only) each of the Demerged Company held by the preference shareholder in the Demerged Company as on the Effective Date.

In case any shareholder’s holding in the demerged company is such that the shareholder becomes entitled to a fraction of a share of the Resulting Company, the Resulting Company shall consolidate all such fractions and round up the aggregate of such fractions to the next whole number and issue consolidated shares to a trustee who shall hold such shares in trust for the benefit of the respective shareholders to whom they belong for the specific purpose of selling such shares in the market at such price or prices and at any time within a period of 90 days from the date of allotment of the New Equity Shares, as the trustee may, in its sole discretion, decide and distribute the net sale proceeds (after deduction of the expenses incurred and applicable income tax) to the respective shareholders in the same proportion of their fractional entitlements.

Note: The above details are the salient features of the Scheme. The unsecured creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Company and the Demerged Company are not related to each other.

7. BOARD APPROVALS

  • i. The Board of Directors of the Demerged Company at its Board Meeting held on 30[th] November, 2023 based on the recommendations of the Audit Committee and the Committee of Independent Directors, unanimously approved the Scheme, as detailed below:

16 UltraTech Cement Limited

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Name of Director Voted in favour / against / did not participate or vote
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Name of Director Voted in favour / against / did not participate or vote
Jikyeong Kang Leave of Absence granted
Satish Narain Jajoo in favour
Kashi Prasad Khandelwal in favour
Lee Seow Chuan in favour
Sudip Banerjee in favour
Padmalochahan Radhakrishnan in favour
Mangala Radhakrishna Prabhu in favour
Manjushree Khaitan in favour

ii. The Board of Directors of the Company at its Board Meeting held on 30[th] November, 2023, based on the recommendations of the Audit Committee and the Committee of Independent Directors, unanimously approved the Scheme, as detailed below:

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Name of Director Voted in favour / against / did not participate or vote
----- End of picture text -----

Name of Director Voted in favour / against / did not participate or vote
Kumar Mangalam Birla in favour
Rajashree Birla in favour
Arun Adhikari in favour
Alka Marezban Bharucha Leave of Absence granted
Sunil Duggal in favour
Sukanya Kripalu in favour
Sunil Behari Mathur in favour
Krishna Kishore Maheshwari in favour
Kailash Chandra Jhanwar in favour
Atul Daga in favour

8. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (“KMPs”) AND THEIR RELATIVES

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Company and the Demerged Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Company, if any.

9. EFFECT OF SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

  • i. Shareholders:

The equity shareholders of the Demerged Company will become equity shareholders of the Company and the preference shareholders of the Demerged Company will become preference shareholders of the Company. There will be no change in the economic interest of the equity shareholders (promoter and public shareholders) of the Company, before and after Scheme;

After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares issued as consideration pursuant to the Scheme, shall be listed on the stock exchanges. The preference shares of the Company to be issued will not be listed on any stock exchanges.

  • ii. Key Managerial Personnel:

None of the KMPs of the Company and the Demerged Company have any interest in the Scheme except to the extent of the

UltraTech Cement Limited 17

shares held by them, if any, in the respective companies. There shall be no effect of the Scheme on KMPs of the Company and the Demerged Company, pursuant to the Scheme.

  • iii. Non-convertible debenture (“NCD”) holders:

  • The NCD holders of the Company as on the Effective Date will continue to hold the NCDs of the Company, without any interruption, on the same terms, including the coupon rate, the tenure, the redemption price, quantum, and the nature of security, etc. There will be no change in the terms and conditions of the NCDs of the Company. The NCDs of the Company, as on the Effective Date, will continue to be freely tradable and listed on the Stock Exchanges, thereby providing exit option and liquidity to the holders of the NCDs of the Company. The debenture trustees will continue to be debenture trustees of the Company. Further, the holders of the NCDs and debenture trustees of the Demerged Company in relation to the Demerged Undertaking, if any, as on the Effective Date, will be transferred to the Company on the same terms and conditions as were applicable to the Demerged Company, pursuant to the Scheme.

The effect of the Scheme on the shareholders, KMPs, NCD holders of the Company and the Demerged Company adopted by the respective Board of Directors of the Company and the Demerged Company at their meeting held on 30[th] November, 2023 pursuant to the provisions of Section 232(2)(c) of the Act are annexed hereto as Annexures IV and V .

  • iv. Directors:

  • (a) The Scheme will have no effect on the office of existing directors of the Company and the Demerged Company, and they will continue to be directors of the Company and the Demerged Company, respectively, as before.

  • (b) It is clarified that the composition of the Board of Directors of the Company and the Demerged Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, Listing Regulations and Memorandum and Articles of Association of the Company and the Demerged Company, as may be applicable but the Scheme itself does not affect the office of the directors of the Company and the Demerged Company.

  • (c) The effect of the Scheme on directors of the Company and the Demerged Company in their capacity as shareholders of such companies are the same as in case of other shareholders of such company, as mentioned in the aforesaid reports annexed as Annexure IV and V above.

  • v. Employees:

  • (a) Pursuant to the Scheme, the Company will engage, without any interruption in service, all employees engaged in or in relation to the Demerged Undertaking of the Demerged Company, on the terms and conditions not less favorable than those on which they are engaged by the Demerged Company.

  • (b) Apart from the above, employees engaged in the Demerged Company and the Company will continue to be employees of the Demerged Company and the Company, respectively, on the same terms and conditions, as before.

  • vi. Creditors:

  • (a) The creditors of the Demerged Company forming a part of the Demerged Undertaking will become creditors of the Company, on the same terms and conditions as were applicable to the Demerged Company, post the Scheme becoming effective.

  • (b) Apart from the above, creditors of the Demerged Company and the Company will continue to be creditors of the Demerged Company and the Company, respectively, on the same terms and conditions, as before.

  • vii. Depositors and Deposit Trustees:

  • The Company has not taken any public deposits and accordingly, no deposit trustees have been appointed. Further, the depositors of the Demerged Company in relation to the Demerged Undertaking as on the Effective Date, will be transferred to the Company, pursuant to the Scheme.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

10. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Company and the Demerged Company

18 UltraTech Cement Limited

11. AMOUNTS DUE TO UNSECURED CREDITORS

i. The amount due to unsecured creditors as on 30[th] June, 2024 is as follows:

Sl. No. Particulars `in crores
1. UltraTech Cement Limited 4,497.30
2. Kesoram Industries Limited 537.14

ii. The Scheme embodies the arrangement between the Company, the Demerged Company, and its shareholders and creditors. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Company and the Demerged Company.

12.

DEBT RESTRUCTURING

There is no debt restructuring envisaged in the Scheme.

Upon the Scheme becoming effective and with effect from the Appointed Date and subject to the provisions of this Scheme and pursuant to Sections 230 to 232 of the Act and in accordance with Section 2(19AA) of the Income Tax Act, 1961, the Demerged Undertaking along with all its assets, liabilities, contracts, arrangements, employees, permits, licences, records, approvals, etc. shall, without any further act, instrument or deed, be demerged from the Demerged Company and transferred to and be vested in or be deemed to have been vested in the Company as a going concern so as to become as and from the Appointed Date, the assets, liabilities, contracts, arrangements, employees, permits, licences, records, approvals, etc. of the Company by virtue of, and in the manner provided in this Scheme. The NCDs of the Demerged Company, as listed in Schedule 2 of the Scheme have been redeemed by the Demerged Company on 28[th] February, 2024. Further, the NCD holders of the Company as on the Effective Date will continue to hold NCDs of the Company, without any interruption, on same terms, including the coupon rate, tenure, redemption price, quantum and nature of security, ISIN, etc.

Details of existing and expected debt structure (standalone) is given below:

( ` in crores)

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Existing Expected
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Existing Expected
A. Long Term Debts
Debentures 1,000 1,320
US$ SLB bond 3,336 3,336
US$ external commercial borrowings 417 417
Sales tax loans 270 270
Term loans - 1,530
Public deposits - 78
Redeemable preference shares - 109
Long term debts 5,023 7,060
B. Working capital
Facilities from banks / NBFCs 3,064 3,837
Commercial paper - 900
Short term debts 3,064 4,737
Total debt 8,087 11,797

UltraTech Cement Limited 19

13. VALUATION REPORT AND FAIRNESS OPINION

  • i. A copy of the joint share entitlement ratio report dated 30[th] November, 2023 issued by Bansi S. Mehta Valuers LLP, Registered Valuer (Registration No. IBBI/RV-E/06/2022/172) and PwC Business Consulting Services LLP, Registered Valuer (Registration No. IBBI/RV-E/02/2022/158), Registered Valuers, thereto, issued from time to time, in connection with the Scheme is annexed hereto as Annexure VI(A) . Further, a summary of the Joint Share Entitlement Ratio Report is annexed hereto as Annexure VI(B) .

  • ii. Copy of the fairness opinion dated 30[th] November, 2023 prepared by ICICI Securities Limited, an independent SEBI registered Category-I Merchant Banker has also confirmed that the Joint Share Entitlement Ratio Report is fair and proper by presenting their fairness opinion is annexed hereto as Annexure VII .

14. SHAREHOLDING PATTERN

A. The pre / post-arrangement shareholding pattern of the parties to the Scheme:

i. The Demerged Company

  • (a) The pre-arrangement shareholding of the Demerged Company (equity) (based on shareholding data as on 30[th] June, 2024):

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

Sr. Description No. of Shares %
No.
----- End of picture text -----

Sr.
No.		 Description Description No. of Shares %
(A) Shareholding of Promoter and Promoter Group
1. Indian
(a) Individuals/ Hindu
Undivided Family		 Names
Rajashree Birla 4,827 0.00
Vasavadatta Bajaj 8,541 0.00
Kumar Mangalam Birla 445 0.00
Late Manjushree Khaitan 10,69,723 0.34
Late Basant Kumar Birla 5,97,868 0.19
Jayashree Mohta 0 0.00
(b) Central Government/ State Government(s) 0 0.00
(c) Bodies Corporate 0 0.00
(d) Financial Institutions/ Banks 0 0.00
(e) Any Others Names
Birla Group Holdings Private Limited 36,37,913 1.17
Pilani Investment and Industries Corporation Limited 4,63,48,750 14.92
Padmavati Investment Private Limited 28,20,948 0.91
Century Textiles and Industries Limited 76,00,502 2.45
Birla Institute of Technology and Science 15,15,806 0.49
Manav Investment and Trading Co. Ltd. 6,88,17,624 22.15
Birla Education Trust 9,54,171 0.31
Birla Educational Institution 3,62,643 0.12
Prakash Educational Society 9,10,922 0.29
B. K. Birla Foundation 0 0.00
Sub Total(A)(1) 13,46,50,683 43.34

20 UltraTech Cement Limited

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

Sr. Description No. of Shares %
No.
----- End of picture text -----

Sr.
No.		 Description No. of Shares %
2 Foreign
(a) Individuals (Non-Residents Individuals/Foreign Individuals) 0 0.00
(b) Bodies Corporate 0 0.00
(c) Institutions 0 0.00
(d) Any Others 0 0.00
Sub Total(A)(2) 0 0.00
(A) Total Shareholding of Promoter and Promoter Group (A)= (A)(1) +(A)(2) 13,46,50,683 43.34
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 1,24,17,407 4.00
(b) Financial Institutions/ Banks 2,56,89,410 8.27
(c) Central Government/ State Government(s) 1,86,530 0.06
(d) Venture Capital Funds 0 0.00
(e) Insurance Companies 1,09,24,462 3.52
(f) Foreign Institutional Investors 6,700 0.00
(g) Foreign Venture Capital Investors 0 0.00
(h) Any Other
NBFC Registered with RBI 2,47,419 0.08
Foreign Portfolio Investors Category I 1,69,72,104 5.46
Foreign Portfolio Investors Category II 92,10,771 2.96
Overseas Depositories (holding DRs) (balancing fgure) 70,41,875 2.27
Alternative Investment Fund 16,20,138 0.52
Sub Total (B)(1) 8,43,16,816 27.14
2 Non-Institutions
(a) Bodies Corporate 3,83,48,886 12.34
(b) Individuals
I Individual shareholders holding nominal share capital up to`1 lakh 2,59,24,019 8.34
II Individual shareholders holding nominal share capital in excess of`1 lakh 1,74,15,187 5.61

UltraTech Cement Limited 21

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Sr. Description No. of Shares %
No.
----- End of picture text -----

Sr.
No.		 Description No. of Shares %
(c) Any Other
Directors and their relatives (excluding independent directors and nominee
directors)		 0 0.00
Key Managerial Personnel 0 0.00
Investor Education and Protection Fund (IEPF) 3,40,091 0.11
Non-Resident Indians (NRIs) 13,28,866 0.43
Foreign Nationals 5 0.00
Foreign Companies 37,42,945 1.20
Clearing members 8,79,710 0.28
HUF 37,00,417 1.19
Trust 15,453 0.00
Unclaimed Suspense account 585 0.00
Sub Total (B)(2) 916,96,164 29.52
(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 17,60,12,980 56.66
TOTAL (A)+(B) 31,06,63,663 100.00
(C) Shares held by Custodians and against which DRs have been issued 0 0.00
GRAND TOTAL (A)+(B)+(C) 31,06,63,663 100.00

There will no change in the post equity shareholding pattern of the Demerged Company in terms of the Scheme.

(b) Pre-post arrangement shareholding of the Demerged Company – zero% optionally convertible redeemable preference shares (based on shareholding data as on 30[th] June, 2024):

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Category Pre Post
No. of shares % of holding No. of shares % of holding
----- End of picture text -----

Category Pre Pre Post Post
No. of shares % of holding No. of shares % of holding
Promoter - - - -
Public 19,19,277 100 - -
Custodian(GDR) - - - -
Total 19,19,277 100 - -
No. of shareholders 1 -

(c) Pre-post arrangement shareholding of the Demerged Company – 5% cumulative non-convertible redeemable preference shares (based on shareholding data as on 30[th] June, 2024):

Category Pre Pre Post Post
No. of shares % of holding No. of shares % of holding
Promoter 90,00,000 100 - -
Public - - - -
Custodian(GDR) - - - -
Total 90,00,000 100 - -
No. of shareholders 1 -

22 UltraTech Cement Limited

ii. The Company

(a) The pre-arrangement shareholding pattern of the Company (equity) (based on shareholding data as on 30[th] June, 2024):

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

Sr. Description No. of Shares %
No.
----- End of picture text -----

Sr.
No.		 Description Description No. of Shares %
(A) Shareholding of Promoter and Promoter Group
1. Indian
(a) Individuals/ Hindu
Undivided Family		 Names
Aditya Vikram Kumarmangalam Birla HUF 10,228 0.00
Neerja Birla 8,011 0.00
Rajashree Birla 41,701 0.01
Vasavadatta Bajaj 13,232 0.00
Kumar Mangalam Birla 2,84,382 0.10
(b) Central Government/ State Government(s) 0 0.00
(c) Bodies Corporate 0 0.00
(d) Financial Institutions/ Banks 0 0.00
(e) Any Others Names
Grasim Industries Ltd 16,53,35,150 57.27
Hindalco Industries Limited 12,58,515 0.44
Birla Group Holdings Private Limited 4 0.00
Rajratna Holdings Private Limited 76 0.00
Vikram Holdings Pvt Ltd 85 0.00
Vaibhav Holdings Private Limited 76 0.00
Pilani Investment and Industries Corporation Limited 34,89,647 1.21
Padmavati Investment Private Limited 2,087 0.00
IGH Holdings Private Limited 1 0.00
Sub Total(A) (1) 17,04,43,195 59.04
2 Foreign
(a) Individuals(Non-Residents Individuals/Foreign Individuals) 0 0.00
(b) Bodies Corporate 0 0.00
(c) Institutions 0 0.00
(d) Any Others Names
PT. Indo Bharat Rayon 22,86,172 0.79
PT. Sunrise Bumi Textiles 1,44,998 0.05
PT. Elegant Textile Industry 92,428 0.03
Thai Rayon Public Co. Ltd. 2,19,998 0.08
Surya Kiran Investments Pte. Ltd 572 0.00
Sub Total(A)(2) 27,44,168 0.95
(A) Total Shareholding of Promoter and Promoter Group(A)= (A)(1)+(A)(2) 17,31,87,363 59.99

UltraTech Cement Limited 23

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

Sr. Description No. of Shares %
No.
----- End of picture text -----

Sr.
No.		 Description No. of Shares %
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 3,40,85,090 11.81
(b) Financial Institutions/ Banks 1,15,754 0.04
(c) Central Government/ State Government(s) 1,52,802 0.05
(d) Venture Capital Funds 0 0.00
(e) Insurance Companies 57,13,962 1.98
(f) Foreign Institutional Investors 21,395 0.01
(g) Foreign Venture Capital Investors 0 0.00
(h) Any Other
NBFC Registered with RBI 2,95,211 0.10
Foreign Portfolio Investors Category I 5,07,12,946 17.57
Foreign Portfolio Investors Category II 16,35,189 0.57
Overseas Depositories(holding DRs) (balancing fgure) 14,78,903 0.51
Alternative Investment Fund 0 0.00
Sub-Total(B)(1) 9,42,11,252 32.63
2 Non-Institutions
(a) Bodies Corporate 16,94,663 0.59
(b) Individuals
I Individual shareholders holding nominal share capital up to`1 lakh 1,50,26,188 5.20
II Individual shareholders holding nominal share capital in excess of`1 lakh. 1,60,596 0.06
(c) Any Other
Directors and their relatives(excluding independent directors and nominee directors) 50,316 0.02
Key Managerial Personnel 4,267 0.00
Investor Education and Protection Fund(IEPF) 9,79,772 0.34
Non Resident Indians(NRIs) 10,14,392 0.35
Foreign Nationals 49,905 0.02
Foreign Companies 14,98,654 0.52
Clearing members 4,473 0.00
HUF 3,17,757 0.11
Trust 0 0.00
Unclaimed Suspense account 0 0.00
Sub Total(B)(2) 2,08,00,983 7.21
(B) Total Public Shareholding(B)= (B)(1)+(B)(2) 11,50,12,235 39.84
TOTAL(A)+(B) 28,81,99,598 99.83
(C) Shares held by Custodians and against which DRs have been issued 4,97,720 0.17
GRAND TOTAL(A)+(B)+(C) 28,86,97,318 100.00

24 UltraTech Cement Limited

(b) Post-arrangement shareholding of the Company (equity) (based on shareholding data as on 30[th] June, 2024):

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

Sr. Description No. of Shares %
No.
----- End of picture text -----

Sr.
No.		 Description Description No. of Shares %
(A) Shareholding of Promoter and Promoter Group
1 Indian
(a) Individuals/ Hindu
Undivided Family		 Names of Promoter
Aditya Vikram Kumarmangalam Birla HUF 10,228 0
Neerja Birla 8,011 0
Rajashree Birla 41,794 0.01
Vasavadatta Bajaj 13,396 0
Kumar Mangalam Birla 2,84,391 0.10
(b) Central Government/State Government(s) 0 0
(c) Bodies Corporate 0 0
(d) Financial Institutions/Banks 0 0
(e) Any Others Names
Grasim Industries Ltd 16,53,35,150 57.27
Hindalco Industries Limited 12,58,515 0.43
Birla GroupHoldings Private Limited 69,964 0
Rajratna Holdings Private Limited 76 0
Vikram Holdings Pvt Ltd 85 0
Vaibhav Holdings Private Limited 76 0
Pilani Investment and Industries Corporation Limited 43,80,969 1.52
Padmavati Investment Private Limited 56,336 0
IGH Holdings Private Limited 1 0
CenturyTextiles and Industries Limited 1,46,164 0.05
CenturyEnka Limited 40,105 0.01
Birla Institute of Technologyand Science 1,04,716 0.04
Sub Total(A)(1) 17,17,49,977 58.29
2 Foreign
(a) Individuals(Non-Residents Individuals/Foreign Individuals) 0 0
(b) Bodies Corporate 0 0
(c) Institutions 0 0
(d) Any Others Names
PT. Indo Bharat Rayon 22,86,172 0.78
PT. Sunrise Bumi Textiles 1,44,998 0.05
PT. Elegant Textile Industry 92,428 0.03
Thai Rayon Public Co. Ltd. 2,19,998 0.07
Surya Kiran Investments Pte. Ltd 572 0
Sub Total(A)(2) 27,44,168 0.93
(A) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 17,44,94,145 59.22

UltraTech Cement Limited 25

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

Sr. Description No. of Shares %
No.
----- End of picture text -----

Sr.
No.		 Description Description No. of Shares %
(A) Shareholding of Promoter a nd Promoter Group
1 Indian
(a) Individuals/ Hindu
Undivided Family		 Names
Aditya Vikram Kumar Mangalam Birla HUF 10,228 0.00
Neerja Birla 8,011 0.00
Rajashree Birla 41,794 0.01
Vasavadatta Bajaj 13,396 0.00
Kumar Mangalam Birla 2,84,391 0.10
(b) Central Government/State Government(s) 0 0.00
(c) Bodies Corporate 0 0.00
(d) Financial Institutions/Banks 0 0.00
(e) Any Others Names
Grasim Industries Ltd 16,53,35,150 57.27
Hindalco Industries Limited 12,58,515 0.43
Birla GroupHoldings Private Limited 69,964 0.00
Rajratna Holdings Private Limited 76 0.00
Vikram Holdings Pvt Ltd 85 0.00
Vaibhav Holdings Private Limited 76 0.00
Pilani Investment and Industries 43,80,969 1.52
Padmavati Investment Private Limited 56,336 0.00
IGH Holdings Private Limited 1 0.00
CenturyTextiles and Industries Limited 1,46,164 0.05
CenturyEnka Limited 40,105 0.01
Birla Institute of Technologyand Science 1,04,716 0.04
Sub Total(A)(1) 17,17,49,977 58.29
2 Foreign
(a) Individuals(Non-Residents Individuals/Foreign Individuals) 0 0.00
(b) Bodies Corporate 0 0.00
(c) Institutions 0 0.00
(d) Any Others Names
PT. Indo Bharat Rayon 22,86,172 0.78
PT. Sunrise Bumi Textiles 1,44,998 0.05
PT. Elegant Textile Industry 92,428 0.03
Thai Rayon Public Co. Ltd. 2,19,998 0.07
Surya Kiran Investments Pte. Ltd 572 0.00
Sub Total(A)(2) 27,44,168 0.93
(A) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 17,44,94,145 59.22

26 UltraTech Cement Limited

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

Sr. Description No. of Shares %
No.
----- End of picture text -----

Sr.
No.		 Description Description No. of Shares %
(B) Public shareholding
1 Institutions
(a) Mutual Funds/UTI 3,43,23,886 11.65
(c) Financial Institutions/Banks 6,09,781 0.21
(d) Central Government/State Government(s) 1,56,389 0.05
(e) Venture Capital Funds 0 0.00
(f) Insurance Companies 59,24,048 2.01
(g) Foreign Institutional Investors 21,524 0.01
(h) Foreign Venture Capital Investors 0 0.00
(i) Any Other NBFC Registered with RBI 2,99,969 0.10
Foreign Portfolio Investors CategoryI 5,10,39,333 17.32
Foreign Portfolio Investors CategoryII 18,12,319 0.62
Overseas Depositories(holdingDRs) (balancingfgure) 16,14,324 0.55
Alternative Investment Fund 31,157 0.00
Sub Total(B)(1) 9,58,32,730 32.52
2 Non-Institutions
(a) Bodies Corporate 36,82,728 1.25
(b) Individuals
I Individual shareholders holdingnominal share capital upto`1 lakh 1,55,36,223 5.27
II Individual shareholders holdingnominal share capital in excess of`1 lakh. 5,16,075 0.18
(c) AnyOther
Directors and their relatives(excludingindependent directors and nominee directors) 50,316 0.02
KeyManagerial Personnel 4,267 0.00
Investor Education and Protection Fund(IEPF) 9,86,312 0.33
Non-Resident Indians(NRIs) 10,39,947 0,35
Foreign Nationals 49,905 0.02
Foreign Companies 15,70,634 0.53
Clearingmembers 21,391 0.01
HUF 3,88,919 0.13
Trust 297 0.00
Unclaimed Suspense account 11 0.00
Sub Total(B)(2) 2,38,47,025 8.09
(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 11,96,79,754 40.61
TOTAL(A)+(B) 29,41,73,899 99.83
(C) Shares held by Custodians and against which DRs have been issued 4,97,720 0.17
GRAND TOTAL(A)+(B)+(C) 29,46,71,619 100.00

(c) Post-arrangement shareholding of the Company (preference) is as follows (based on shareholding data as on 30[th] June, 2024):

|Category|Preference(Face Value-**1,00,000)**|**Preference(Face Value-**1,00,000)|Preference(Face Value-**100)**|**Preference(Face Value-**100)|
|---|---|---|---|---|
||No. of shares|% of holding|No. of shares|% of holding|
|Promoter|-|-|-|-|
|Public|1,00,000|100|63,50,883|100|
|Custodian(GDR)|-|-|-|-|
|Total|1,00,000|100|63,50,883|100|
|No. of shareholders|1||2||

UltraTech Cement Limited 27

B. Pre/ post arrangement capital structure

The pre-arrangement capital structure of the Demerged Company and the Company is given in paragraph 4 A(iv) and 4 B(iv) above.

  • i.

The indicative post Scheme share capital structure of the Demerged Company will be as follows:

==> picture [496 x 19] intentionally omitted <==

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

Particulars Amount in `
----- End of picture text -----

Particulars Amount in`
Authorised Share Capital
60,00,00,000 equity shares of`10 each 6,00,00,00,000
6,00,00,000 preference shares of`100 each 6,00,00,00,000
Total 12,00,00,00,000
Issued, Subscribed and Paid-up Share Capital
3,10,663,663 equity shares of`10 each 3,10,66,36,630
Total 3,10,66,36,630

ii.

The indicative post Scheme share capital structure of the Company will be as follows:

==> picture [496 x 20] intentionally omitted <==

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

Particulars Amount in `
----- End of picture text -----

Particulars Amount in`
Authorised Share Capital
4,79,01,50,000 equity shares of`10 each 47,90,15,00,000
20,90,00,000 preference shares of`100 each 20,90,00,00,000
1,02,000 cumulative redeemable preference shares of`1,00,000 each 10,20,00,00,000
Total 79,00,15,00,000
Issued, Subscribed and Paid-up Capital
29,46,71,619 equity shares of`10 each 2,94,67,16,190
100,000 cumulative redeemable preference shares of`1,00,000 each fully paid up 10,00,00,00,000
63,50,883 7.3% non-convertible redeemable preference shares of`100 each 63,50,88,300
Total 13,58,18,04,490

15.

AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The certificate dated 30[th] November, 2023, issued by M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. : 101248W/W-100022) and KKC & Associates LLP, Chartered Accountants (Firm Registration No: 105146W/W 100621), joint Statutory Auditors of the Company, confirmed that the accounting treatment stated in the Scheme is in compliance with the accounting standards prescribed under Section 133 of the Act and other generally accepted accounting principles.

16. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

  • i. The shares of the Company are listed on BSE and NSE. In terms of Regulation 37 and Regulation 59A of the Listing Regulations read with applicable SEBI circulars, NSE and BSE, have issued their respective observation letters dated 13[th] May, 2024 on the Scheme to the Company. The Company also submitted the Report of its Audit Committee on the Scheme and various other documents to BSE and NSE and also displayed the same on their website and addressed all queries on the said documents. The Complaints Report was also duly filed by the Company. BSE and NSE by their respective letter dated 13[th] May, 2024 issued to the Company have since confirmed that there are no adverse observations on the Scheme. A copy of the observation letters dated 13[th] May, 2024 received by the Company from BSE and NSE are annexed hereto as Annexure VIII and IX . Also, a copy of the Complaint Reports submitted to BSE and NSE are annexed hereto as Annexure X and XI .

  • ii. As per comments contained in the said observation letters, details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken against the Company, its promoters and directors, as submitted to the Tribunal, are attached hereto as Annexure XII .

28 UltraTech Cement Limited

  • iii. Further, as per the comments contained in the said observation letters, the Company has also disclosed certain information for the public shareholders to make an informed trading decision. The said information has been annexed hereto as Annexure XIII .

  • iv. A copy of the Scheme has been filed by the Company with the Registrar of Companies, Mumbai.

  • v. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

  • vi. All approvals as stated in clause 21 (Conditions Precedent) of the Scheme, in order to give effect to the Scheme will be obtained.

17. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investor section of the website of the Company at www.ultratechcement.com and physical copy at the registered office of the Company:

  • a. Copy of Tribunal Order;

  • b. Memorandum and Articles of Association of the Company and the Demerged Company;

  • c. Audited financial statements of the Company and the Demerged Company as on 31[st] March, 2024;

  • d. Copy of the Scheme;

  • e. Certificate of the Statutory Auditor of the Company and the Demerged Company, respectively, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and applicable accounting standards;

  • f. Valuation Report and Fairness Opinion; and

  • g. All other documents displayed on the Company’s website i.e. www.ultratechcement.com in terms of the SEBI Master Circular number SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023 on the Scheme.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the unsecured creditors.

Sd/Pravin Varma Chairperson of the Meeting appointed by the Tribunal

Mumbai, Monday, 22[nd] July, 2024

Registered Office:

B-Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri East, Mumbai 400093. CIN: L26940MH2000PLC128420 Website: www.ultratechcement.com E-mail: [email protected] Tel.: 022 6691 7800/ 2926 7800

UltraTech Cement Limited 29

Annexure I

==> picture [108 x 94] intentionally omitted <==

UltraTech Cement Limited

Registered Office : ‘B’ Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri (East), Mumbai 400 093 Tel No.: 022-6691 7800 / 2926 7800, Fax No .: 022-6692 8109, website : www.ultratechcement.com CIN : L26940MH2000PLC128420

COMPOSITE SCHEME OF ARRANGEMENT

BETWEEN

KESORAM INDUSTRIES LIMITED

AND

ULTRATECH CEMENT LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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

30 UltraTech Cement Limited

A. BACKGROUND OF THE COMPANIES

  • (i) Kesoram Industries limited is a company incorporated under the provisions of the Indian Companies Act, 1913 (hereinafter referred to as the “ Demerged Company ”). The Demerged Company is, inter alia , engaged, directly or indirectly through its subsidiaries, in the businesses of manufacture and sale of grey cement, rayon, transparent paper and chemicals. The equity shares of the Demerged Company are listed on BSE Limited, the National Stock Exchange of India Limited and the Calcutta Stock Exchange Limited. The non-convertible debentures of the Demerged Company are listed on BSE Limited. The global depositary receipts of the Demerged Company are listed on Luxembourg Stock Exchange.

  • (ii) UltraTech Cement Limited is a company incorporated under the provisions of the Companies Act, 1956 (hereinafter referred to as the “ Resulting Company ”). The Resulting Company is, inter alia , engaged in the business of manufacture and sale of various grades and types of cement, ready mix concrete and other building solutions related products. The equity shares of the Resulting Company are listed on BSE Limited and the National Stock Exchange of India Limited. The non-convertible debentures and commercial papers of the Resulting Company are listed on the National Stock Exchange of India Limited. The global depositary receipts of the Resulting Company are listed on Luxembourg Stock Exchange and the sustainability linked bonds of the Resulting Company are listed on the Singapore Exchange Securities Trading Limited.

B. RATIONALE OF THE SCHEME

The transfer of the Demerged Undertaking from the Demerged Company to the Resulting Company pursuant to this Scheme would, inter alia , result in the following benefits for the Demerged Company and the Resulting Company:

  • (A) in case of the Demerged Company:

  • (i) unlocking the value of the Cement Business for the shareholders of the Demerged Company;

  • (ii) assisting in the de-leveraging of its balance sheet including reduction of debt and outflow of interest as well as creation of value for its shareholders; and

  • (iii) focusing on core business areas such as rayon, transparent paper and chemicals.

  • (B) in case of the Resulting Company:

  • (i) expansion in markets where the Resulting Company has no physical presence;

  • (ii) creating value for shareholders by acquiring ready to use assets which shall create operational efficiencies and reduce time to markets vis-à-vis greenfield projects which are time consuming on account of acquisition of land and limestone mining leases;

  • (iii) good fit for serving existing markets and catering to additional cement volume requirements in new markets;

  • (iv) the transaction will provide the Resulting Company the opportunity to extend its footprint in the highly fragmented, competitive and fast growing Western and Southern markets in the country;

  • (v) it will help enhance the Resulting Company’s geographic reach in Southern markets; and

  • (vi) synergies in manufacture and distribution process and logistics alignment leading to economies of scale and creation of efficiency by reducing time to market and benefiting customers.

The Scheme is in the best interests of the shareholders, employees and the creditors of each of the Demerged Company and the Resulting Company.

C. OVERVIEW AND OPERATION OF THE SCHEME

The composite scheme of arrangement between the Demerged Company and the Resulting Company and their respective shareholders and creditors (“ Scheme ”) is presented under Sections 230 to 232 and other applicable provisions of the Act ( as defined hereinafter ) read with Section 2(19AA) and other applicable provisions of Income Tax Act ( as defined hereinafter ).

This Scheme provides for:

  • (i) the demerger of the Demerged Undertaking ( as defined hereinafter ) from the Demerged Company and its transfer to and vesting into the Resulting Company on a going concern basis, and issue of shares by the Resulting Company to the shareholders of the Demerged Company; and

  • (ii) reduction and cancellation of the Preference Share Capital of the Demerged Company ( as defined hereinafter ).

This Scheme complies with definition of “demerger” as per Sections 2(19AA), 2(19AAA), 2(41A), 47, 72A and other provisions of the Income Tax Act. If any terms are found to be or interpreted to be inconsistent with provisions of Income Tax Act , the Parties ( as defined hereinafter ) shall negotiate in good faith to be in compliance with such provisions.

UltraTech Cement Limited 31

D. PARTS OF THE SCHEME

The Scheme is divided into the following parts:

  • (i) PART I deals with the definitions, share capital of the Parties, date of taking effect and implementation of this Scheme;

  • (ii) PART II deals with the transfer and vesting of the Demerged Undertaking from the Demerged Company as a going concern into the Resulting Company, in compliance with Section 2(19AA) of Income Tax Act, and the consideration thereof;

  • (iii) PART III deals with the reduction and cancellation of the Preference Share Capital of the Demerged Company; and

  • (iv) PART IV deals with the general terms and conditions applicable to this Scheme.

PART I

DEFINITIONS AND SHARE CAPITAL

1.

DEFINITIONS

  • 1.1 In this Scheme, unless inconsistent with the subject or context thereof, (a) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; (b) subject to (c) below, all terms and words not defined in this Scheme shall have the same meaning ascribed to them under any definitive agreements executed between the Parties in relation to this Scheme and other Applicable Law, rules, regulations, bye laws, as the case may be, including any statutory modification or re-enactment thereof from time to time; and (c) the following expressions shall have the following meanings:

  • “ Act ” means the Companies Act, 2013 and any rules, regulations, circulars or notification or guidelines issued thereunder and shall include any statutory modifications or re-enactment thereof;

“ Appointed Date ” means the opening business hours of 1 April 2024 or such other date as may be mutually agreed by the respective Board of the Parties, subject to receipt of regulatory approvals from the CCI or any other Appropriate Authority;

“ Applicable Law ” or “ Law ” means any applicable national, foreign, provincial, local or other law including all applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; (b) Permits; and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties as may be in force from time to time;

“ Appropriate Authority ” means:

  • (a) the government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, tribunal, central bank, commission or other authority thereof;

  • (b) any public international organisation or supranational body and its institutions, departments, agencies and instrumentalities;

  • (c) any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tax, importing, exporting or other governmental or quasi-governmental authority; and

  • (d) any Stock Exchange;

“ Board ” in relation to the Demerged Company and the Resulting Company, as the case may be, means the board of directors of such company, and shall include a committee of directors or any person authorized by the board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to this Scheme or any other matter relating thereto;

  • “ BSE ” means the BSE Limited;

  • “ Cement Business ” means the business of manufacture, production, sale and distribution of grey cement of the Demerged Company;

“ CCI ” means the Competition Commission of India established under Competition Act, 2002;

“ CSE ” means the Calcutta Stock Exchange Limited;

“ Demerged Company ” means Kesoram Industries limited, a public company incorporated under the provisions of the Indian Companies Act, 1913, having its registered office at 8[th] Floor, Birla Building, 9/1 R N Mukherjee Road, Kolkata 700 001 and Corporate Identification Number L17119WB1919PLC003429;

“ Demerged Company GDRs ” means global depository receipts of the Demerged Company issued by the GDR Depository pursuant to the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 (including any statutory modifications, re-enactment or amendments thereof for the time being in force) and other Applicable Law;

32 UltraTech Cement Limited

“ Demerged Undertaking ” means all of the Cement Business division and ancillary and support services together with all business units, undertakings, assets, properties, investments (direct and indirect), branches (direct and indirect), marketing/ dealer network, and liabilities of whatsoever nature and kind, and wherever situated, of the Demerged Company, in relation to and pertaining to the Cement Business division and shall include without limitation:

  • (a) all assets and liabilities of the Demerged Company pertaining to the business of manufacture, production, sale and distribution of grey cement;

  • (b) without prejudice to the generality of the provisions of paragraph (a) above, the Demerged Undertaking shall include:

  • (i) all properties and assets, whether moveable or immoveable, including all rights (whether freehold, leasehold or license), title, interest, cash and bank balances, bills of exchange, covenant and undertakings of the Cement Business division in respect of such properties and assets;

  • (ii) all assets of the Demerged Company whether movable or immovable (including as more particularly set out in Schedule 1 hereto), real or personal, corporeal or incorporeal, leasehold or otherwise, present, future, contingent, tangible or intangible] pertaining to the business of manufacture, production, sale and distribution of grey cement including but not limited to any captive power generating plant and railway siding arrangement related with the Cement Business division, plant and machinery, capital work in progress, furniture, fixtures, office equipment, appliances, accessories, vehicles, all stocks, sundry debtors, deposits, bank accounts, public deposits, tax deposits, amounts deposited with or or receivables from the Appropriate Authority towards legal proceedings, provisions, advances, receivables, accumulated losses and unabsorbed depreciation as per books as well as per Income Tax Act, including losses under the head ‘capital gains’, funds, leases, mining leases, licences, tenancy rights, mining rights, premises, hire purchase and lease arrangements including mining leases, benefits of agreements/court orders and judgments, contracts, mining leases, mining plans, environmental clearance, and arrangements, powers, authorities, industrial and other licences including prospecting licences, industrial licences, explosive licences, etc., registrations, quotas, third-party permits, Permits, allotments, thirrd party approvals, statutory approvals, consents, privileges, liberties, advantages, easements and all the rights, title, interests, goodwill, benefits, accrued and unpaid incentives, fiscal incentives including income tax benefits and exemption including the right to deduction under Section 80-IA of the Income Tax Act in respect of the profits of the undertaking for the residual period (i.e. the period remaining as on the Appointed Date out of the total period for which deduction is available under Applicable Law if the demerger pursuant to this Scheme had not taken place), entitlement and advantages, contingent rights or benefits belonging to or in the ownership, power, possession or the control of or vested in or granted in favor of or held for the benefit of or enjoyed by the Demerged Company with respect to the Cement Business division;

  • (iii) all coal linkages, fly ash arrangements, captive power plants, DG sets, logistics, marketing, warehousing, selling and distribution networks (offices, depots, godowns, guest houses and other related facilities), railway siding, high tension line and any other asset pertaining to the Cement Business division; and

  • (iv) all debts, borrowings, debentures (as set out in Schedule 2 hereto), duties, obligations and liabilities, including contingent liabilities, whether present or future, whether secured or unsecured, pertaining to the Cement Business division for its transfer as a going concern to the Resulting Company.

  • (c) all intellectual property rights of the Demerged Company, whether registered or not including pending applications, pertaining to its Cement Business division including brands, patents, trademarks and copyrights more particularly set out in Schedule 3 hereto;

  • (d) all books, records, files, papers, engineering and process information, computer programs, software licenses (whether proprietary or otherwise), drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records whether in physical or electronic form in connection with or relating to the Cement Business division;

  • (e) entire experience, credentials, past record and market share of the Demerged Company pertaining to the Cement Business division;

  • (f) all employees (including employees engaged in marketing) of the Demerged Company engaged in the Cement Business division; and

  • (g) all earnest monies, security deposits, or other entitlements, if any, in connection with or relating to the Cement Business division.

Any question that may arise as to whether a specific asset (tangible or intangible), employee or liability pertains or does not pertain to the Demerged Undertaking, shall be mutually decided by the Boards of the Demerged Company and the Resulting Company;

UltraTech Cement Limited 33

“ Effective Date ” means the opening hours of the first day of the month immediately succeeding the month in which last of the conditions specified in Clause 21 of this Scheme are complied with or otherwise duly waived. Reference in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “upon the Scheme becoming effective” shall mean the Effective Date;

“ Encumbrance” means (i) any charge, lien (statutory or other), or mortgage, any easement, encroachment, right of way, right of first refusal or other encumbrance or security interest securing any obligation of any person; (ii) pre-emption right, option, right to acquire, right to set off or other third party right or claim of any kind, including any restriction on use, voting, transfer, receipt of income or exercise; or (iii) any hypothecation, title retention, restriction, power of sale or other type of preferential arrangements; or (iv) any agreement to create any of the above; the term “ Encumber ” shall be construed accordingly;

“ GDRs ” means the global depositary receipts;

“ GDR Depository ” means Deutsche Bank Trust Company Americas, the depository of the Demerged Company for Demerged Company GDRs;

“ Income Tax Act ” means the Income-tax Act, 1961;

“ INR ” means Indian Rupee, the lawful currency of the Republic of India;

“NSE” means the National Stock Exchange of lndia Limited;

“ Parties ” means collectively the Demerged Company and the Resulting Company and “ Party ” shall mean each of them, individually;

“ Permits ” means all consents, licences, permits, certificates, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, whether governmental, statutory or regulatory as required under Applicable Law;

“ Person ” means an individual, a partnership, a corporation, a limited liability partnership, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;

“ Preference Share Capital of the Demerged Company ” means the entire issued, subscribed and paid up share capital of the Demerged Company, except for equity share capital of the Demerged Company, as on the Effective Date;

“ Record Date ” means the date which may be fixed by the Board of the Demerged Company for the purpose of determining the equity shareholders of the Demerged Company for the issuance of the New Equity Shares of the Resulting Company pursuant to this Scheme;

“ Remaining Business ” means all the business, units, divisions, undertakings and assets and liabilities of the Demerged Company pertaining to the manufacture and sale of rayon, transparent paper and chemicals, specifically including (i) investment in Cygnet Industries Limited and Gondkhari Coal Mining Limited; (ii) injepalli mine 2; and (iii) any security/ guarantee provided by the Demerged Company on account of loan/ borrowing taken by a subsidiary of the Demereged Company, and shall exclude the Demerged Undertaking;

“ Resulting Company ” means UltraTech Cement Limited, a public company, limited by shares, incorporated under the provisions of the Companies Act, 1956, having its registered office at B-Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri East, Mumbai – 400093 and Corporate Identification Number L26940MH2000PLC128420;

“ RoC ” means the jurisdictional Registrar of Companies;

“ Scheme ” means this composite scheme of arrangement as modified from time to time;

“ SEBI ” means the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992;

“ SEBI Circular ” means the circular issued by the SEBI pursuant to regulations 11, 37, 59A, 94 and 94A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 including any amendments or modifications thereof;

“ SEBI LODR Regulations ” means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time;

“ Stock Exchanges ” means BSE, NSE, CSE, as the case may be;

“ Taxation ” or “ Tax ” or “ Taxes ” means all forms of taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value, pre-deposits, goods and services or otherwise and shall further include payments in respect of or on account of Tax, whether by way of deduction at source, collection at source, advance tax, minimum alternate tax, goods and services tax or otherwise or attributable directly or primarily to the Resulting Company or the Demerged Company or any other Person and all penalties, charges, costs and interest relating thereto;

“ Tax Laws ” means all Applicable Laws, acts, rules and regulations dealing with Taxes including but not limited to the incometax, central sales tax, entry tax, wealth tax, sales tax / value added tax, service tax, goods and services tax, (central goods and

34 UltraTech Cement Limited

services tax, integrated goods and services tax, union territory goods and services tax, respective state goods and services taxes, GST compensation cess), excise duty, customs duty or any other levy of similar nature; and

  • “ Tribunal ” means the the jurisdictional benches of the National Company Law Tribunal having jurisdiction over the Parties.

  • 1.2

  • In this Scheme, unless the context otherwise requires:

  • 1.2.1 reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions;

  • 1.2.2 words denoting the singular shall include the plural and words denoting any gender shall include all genders;

  • 1.2.3 headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Scheme and shall be ignored in construing the same;

  • 1.2.4 reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

  • 1.2.5 in the event that the Parties enter into any definitive agreement in relation to this Scheme or any subject matter hereof, the provisions of such definitive agreement shall be binding on the Parties;

  • 1.2.6 no provision of this Scheme shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof; and

  • 1.2.7 the Schedules shall constitute an integral part of this Scheme.

2. SHARE CAPITAL

  • 2.1

The share capital of the Demerged Company as on date of its Board approving the Scheme is as follows:

==> picture [497 x 18] intentionally omitted <==

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

Particulars INR
----- End of picture text -----

Particulars INR
Authorised Share Capital
60,00,00,000 equityshares of INR 10 each 600,00,00,000
600,00,000preference shares of INR 100 each 600,00,00,000
Total 12,00,00,00,000
Issued, Subscribed and Paid-up Capital
310,663,663 equityshares of INR 10 each 310,66,36,630
1,919,277 zero% optionallyconvertible redeemablepreference shares of INR 100 each 1,919,27,700
9,000,000 5% cumulative non-convertible cumulative redeemablepreference shares of INR 100 each 90,00,00,000
Total 4,19,85,64,330
  • 2.2

The share capital structure of the Resulting Company as on date of its Board approving the Scheme is as follows:

==> picture [496 x 18] intentionally omitted <==

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

Particulars INR
----- End of picture text -----

Particulars INR
Authorised Share Capital
78,00,00,000 equityshares of INR 10 each 780,00,00,000
1,02,000 cumulative redeemablepreference shares of INR 1,00,000 each 1020,00,00,000
Total 1800,00,00,000
Issued, Subscribed and Paid-up Capital
28,86,86,674 equityshares of INR 10 each 288,68,66,740
100,000 cumulative redeemablepreference shares of INR 1,00,000 each fully paid up 1000,00,00,000
Total 1288,68,66,740

The Resulting Company has outstanding employee stock options under its existing stock option schemes, the exercise of which may result in an increase in the issued and paid-up share capital of the Resulting Company.

3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

This Scheme in its present form or with any modification(s) made as per Clause 20 of this Scheme, shall become operative from the Effective Date and effective from the Appointed Date.

UltraTech Cement Limited 35

PART II DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

4. DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

4.1 Upon the Scheme becoming effective and with effect from the Appointed Date and subject to the provisions of this Scheme and pursuant to Sections 230 to 232 of the Act and in accordance with Section 2(19AA) of the Income Tax Act, the Demerged Undertaking along with all its assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. shall, without any further act, instrument or deed, be demerged from the Demerged Company and transferred to and be vested in or be deemed to have been vested in the Resulting Company as a going concern so as to become as and from the Appointed Date, the assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. of the Resulting Company by virtue of, and in the manner provided in this Scheme.

4.2 In respect of such of the assets and properties forming part of the Demerged Undertaking which are movable in nature (including but not limited to all intangible assets, machinery, equipment , whether registered or unregistered trademarks along with all rights of commercial nature including attached goodwill, title, interest, labels and brand registrations, copyrights, and all such other industrial and intellectual property rights of whatsoever nature, more particularly set out in Schedule 3 hereto) or are otherwise capable of transfer by delivery or possession or by endorsement and/or delivery, the same shall stand transferred by the Demerged Company to the Resulting Company upon coming into effect of this Scheme and shall, ipso facto and without any other order to this effect, become the assets and properties of the Resulting Company without requiring any deed or instrument of conveyance for transfer of the same.

4.3 Subject to Clause 4.4 below, with respect to the assets of the Demerged Undertaking, other than those referred to in Clause 4.2 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds and any other securities, sundry debtors, claims from customers or otherwise, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with any Appropriate Authority, customers and other persons, whether or not the same is held in the name of the Demerged Company, shall, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the Resulting Company, with effect from the Appointed Date by operation of law as transmission in favour of Resulting Company. With regard to the licenses of the properties, the Resulting Company will enter into novation agreements, if it is so required.

4.4 In respect of such of the assets and properties forming part of the Demerged Undertaking which are immovable in nature (including as more particularly set out in Schedule 1 hereto), whether or not included in the books of the Demerged Company, including rights, interest and easements in relation thereto, the same shall stand transferred to the Resulting Company with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by the Demerged Company and/or the Resulting Company;

4.5 For the avoidance of doubt and without prejudice to the generality of Clause 4.4 above and Clause 4.6 below, it is clarified that, with respect to the immovable properties forming part of the Demerged Undertaking in the nature of land and buildings, the Demerged Company and/ or the Resulting Company shall at the cost and expense of the Resulting Company register the true copy of the orders of the Tribunal approving the Scheme with the offices of the relevant Sub-registrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents as may be necessary in this regard. For the avoidance of doubt, it is clarified that any document executed pursuant to this Clause 4.5 or Clause 4.6 below will be for the limited purpose of meeting statutory requirements and shall not be deemed to be a document under which the transfer of any property of the Demerged Company takes place and the assets and liabilities forming part of the Demerged Undertaking shall be transferred solely pursuant to and in terms of this Scheme and the order of the Tribunal sanctioning this Scheme;

4.6 Notwithstanding anything contained in this Scheme, with respect to the immovable properties forming part of the Demerged Undertaking in the nature of land and buildings situated in states other than the states of Maharashtra and West Bengal, whether owned or leased, for the purpose of, inter alia, payment of stamp duty and vesting in the Resulting Company, if the Resulting Company so decides, the Demerged Company and/ or the Resulting Company, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of the Resulting Company in respect of such immovable properties at the cost and expense of the Resulting Company. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under the Applicable Law), shall be deemed to be conveyed at a value of such specific immovable property determined by the relevant authorities in accordance with the applicable circle rates. The transfer of such immovable properties shall form an integral part of this Scheme;

4.7 Post the Effective Date, the Demerged Company shall give notice in form acceptable to the Resulting Company, to such Persons, that any debt, receivable, bill, credit, loan, advance or deposit relating to the Demerged Undertaking stands transferred to and

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vested in the Resulting Company and that appropriate modification should be made in their respective books/records to reflect the aforesaid changes.

  • 4.8 Upon effectiveness of the Scheme, all debts, liabilities, loans, debentures, obligations and duties of the Demerged Company as on the Appointed Date and to the extent related to the Demerged Undertaking (“ Demerged Liabilities ”) shall, without any further act or deed, be and stand transferred to and be deemed to be transferred to the Resulting Company to the extent that they are outstanding as on the Appointed Date and the Resulting Company shall meet, discharge and satisfy the same. The term “ Demerged Liabilities ” shall include without limitation:

  • 4.8.1 the debts, liabilities and obligations incurred and duties of any kind, nature or description (including contingent liabilities) which arise out of the activities or operations of the Demerged Undertaking;

  • 4.8.2 the specific loans, credit facilities, overdraft facilities and borrowings (including debentures bonds, notes and other debt securities) raised, incurred and utilized solely for the activities or operations of the Demerged Undertaking; and

  • 4.8.3 in cases other than those referred to in Clause 4.8.1 or 4.8.2 above, so much of the amounts of general or multipurpose borrowings, if any, of the Demerged Company, as stand in the same proportion which the value of the assets transferred pursuant to the demerger of the Demerged Undertaking bear to the total value of the assets of the Demerged Company immediately prior to the Appointed Date.

However, the liabilities and demands or refunds received or to be received by the Demerged Company, pertaining to the Income Tax Act, for the period prior to the Appointed Date in relation to the Demerged Company shall not be transferred as part of the Demerged Undertaking to the Resulting Company.

4.9 In so far as any Encumbrance in respect of the Demerged Liabilities is concerned, such Encumbrance shall, without any further act, instrument or deed being required to be modified, be extended to and shall operate exclusively over the assets comprised in the Demerged Undertaking which have been Encumbered in respect of the Demerged Liabilities as transferred to the Resulting Company pursuant to the Scheme. Provided that, if any of the assets comprised in the Demerged Undertaking which are being transferred to the Resulting Company pursuant to this Scheme have not been Encumbered in respect of the Demerged Liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above. For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business are concerned, the Encumbrance, if any, over such assets relating to the Demerged Liabilities, shall without any further act, instrument or deed being required, be released and the Demerged Company shall be discharged from the obligations and Encumbrances relating to the same. Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the Encumbrance over such assets relating to any loans, borrowings or other debts which are not transferred to the Resulting Company pursuant to this Scheme and which shall continue with the Demerged Company, shall without any further act or deed be released from such Encumbrance and shall no longer be available as security in relation to such liabilities.

4.10 If the Demerged Company is entitled to any unutilized credits (including accumulated losses unabsorbed depreciation and losses under the head ‘capital gain’), benefits under the state or central fiscal / investment incentive schemes and policies including deduction under Section 35(2AB) of the Income Tax Act and including the right to deduction under Section 80-IA of the Income Tax Act in respect of the profits of the undertaking for the residual period (i.e. the period remaining as on the Appointed Date out of the total period for which deduction is available under the Applicable Law if the demerger pursuant to this Scheme had not taken place) or concessions relating to the Demerged Undertaking under any Tax Law or Applicable Law, the Resulting Company shall be entitled, as an integral part of the Scheme, to claim such benefit or incentives or unutilised credits as the case may be without any specific approval or permission.

4.11 Upon the Scheme becoming effective, the Demerged Company and the Resulting Company shall have the right to revise their respective financial statements and returns along with prescribed forms, filings and annexures under the Tax law and to claim refunds and/or credit for Taxes paid and for matters incidental thereto, if required, to give effect to the provisions of the Scheme. It is further clarified that the Resulting Company shall be entitled to claim deduction under Section 43B and Section 40a(ia) of the Income Tax Act in respect of unpaid liabilities transferred to it as part of the Demerged Undertaking to the extent not claimed by the Demerged Company. Further, the Resulting Company shall not be subject to tax for any reversal of provisions which were made by the Demerged Company and offered by it for disallowance in the year in which it was created.

  • 4.12 Subject to Clause 4 and any other provisions of the Scheme, in respect of any refund, benefit, incentive, grant or subsidy in relation to or in connection with the Demerged Undertaking, the Demerged Company shall, if so required by the Resulting Company, issue notices in such form as the Resulting Company may deem fit and proper stating that pursuant to the Tribunal having sanctioned this Scheme, the relevant refund, benefit, incentive, grant or subsidy be paid or made good or held on account of the Resulting Company, as the person entitled thereto, to the end and intent that the right of the Demerged Company to recover or realise the same, stands transferred to the Resulting Company and that appropriate entries should be passed in their respective books to record the aforesaid changes.

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  • 4.13 On and from the Effective Date and till such time that the name of the bank accounts of the Demerged Company, in relation to or in connection with the Demerged Undertaking, have been replaced with that of the Resulting Company, the Resulting Company shall be entitled to maintain and operate such bank accounts of the Demerged Company, in the name of the Demerged Company for such time as may be determined to be necessary by the Resulting Company. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Demerged Company, in relation to or in connection with the Demerged Undertaking, after the Effective Date shall be accepted by the bankers/ creditors of the Resulting Company and credited to the account of the Resulting Company, if presented by the Resulting Company.

  • 4.14 Without prejudice to the provisions of the foregoing sub-clauses of this Clause 4 and upon the effectiveness of this Scheme, the Demerged Company and the Resulting Company may execute any and all instruments or documents and do all the acts and deeds as may be required, including filing of necessary particulars and/ or modification(s) of charge, with the concerned RoC or filing of necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme.

  • 4.15 Without prejudice to the provisions of the foregoing sub-clauses of this Clause, the Demerged Company and/ or the Resulting Company may execute any and all instruments or documents and do all the acts, deeds and things as may be required, including executing necessary confirmatory deeds for filing with the trademark registry and Appropriate Authorities, filing of necessary particulars and/ or modification(s) of charge, necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme. Any procedural requirements required to be fulfilled solely by the Demerged Company or upon this Scheme becoming effective, shall be fulfilled by the Resulting Company as if it were the duly constituted attorney of the Demerged Company.

5. PERMITS

5.1 With effect from the Appointed Date, the Permits (including without limitation the environmental consents, the consents for operation, the consents for establishment, the mining leases, mining plan relating to the Demerged Undertaking shall be transferred to and vested in the Resulting Company and the concerned licensor and grantors of such Permits shall endorse where necessary, and record the Resulting Company on such Permits so as to empower and facilitate the approval and vesting of the Demerged Undertaking in the Resulting Company and continuation of operations pertaining to the Demerged Undertaking in the Resulting Company without any hindrance and the Permits shall stand transferred to and vested in and shall be deemed to be transferred to and vested in the Resulting Company without any further act or deed and shall be appropriately mutated by the Appropriate Authorities concerned therewith in favour of the Resulting Company as if the same were originally given by, issued to or executed in favour of the Resulting Company and the Resulting Company shall be bound by the terms thereof, the obligations and duties thereunder and the rights and benefits under the same shall be available to the Resulting Company.

  • 5.2 The benefit of all Permits pertaining to the Demerged Undertaking shall, without any other order to this effect, transfer and vest into and become available to the Resulting Company pursuant to the sanction of this Scheme by the Tribunal.

  • 5.3 Notwithstanding the generality of the foregoing provisions, 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 in different states pertaining to the Demerged Undertaking, together with security deposits and all other advances paid, shall stand automatically transferred in favour of the Resulting 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 Resulting Company with effect from the billing cycle commencing from the month immediately succeeding the month in which the Effective Date falls. The Resulting 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 in respect of the Demerged Undertaking.

6. CONTRACTS

6.1 All contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, Permits, rights, entitlements, mining leases and licenses for the purpose of carrying on the business of the Demerged Undertaking, and in relation thereto, and those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Demerged Undertaking, or to the benefit of which the Demerged Company may be eligible and which are subsisting or having effect immediately before this Scheme coming into effect, shall by endorsement, delivery or recordal or by operation of law pursuant to the order of the Tribunal sanctioning the Scheme, and on this Scheme becoming effective be deemed to be contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, Permits, rights, entitlements, licenses (including the licenses granted by any Appropriate Authority) of the Resulting Company. Such properties and rights described hereinabove shall stand vested in the Resulting Company and shall be deemed to be the property and become the property by operation of law as an integral part of the Resulting Company. Such contracts and properties described above

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shall continue to be in full force and continue as effective as hitherto in favour of or against the Resulting Company and shall be the legal and enforceable rights and interests of the Resulting Company, which can be enforced and acted upon as fully and effectually as if it were the Demerged Company. Upon this Scheme becoming effective, the rights, benefits, privileges, duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts and properties relating to the Demerged Undertaking, shall be deemed to have been entered into and stand assigned, vested and novated to the Resulting Company by operation of law and the Resulting Company shall be deemed to be the Demerged Company’s substituted party or beneficiary or obligor thereto, it being always understood that the Resultant Company shall be the successor in the interest of the Demerged Company in relation to the properties or rights mentioned hereinabove.

6.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Demerged Undertaking occurs by virtue of this Scheme, the Resulting Company may, at any time after the coming into effect of this Scheme, in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations, other writings or tripartite arrangements with any party to any contract or arrangement to which the Demerged Company is a party or any writings as may be necessary in order to give effect to the provisions of this Scheme. With effect from the Appointed Date, the Resulting Company shall under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Demerged Company to carry out or perform all such formalities or compliances referred to above, on the part of the Demerged Company with respect to Demerged Undertaking.

6.3 On and from the Effective Date, and thereafter, the Resulting Company shall be entitled to enforce all pending contracts and transactions and issue credit notes on behalf of the Demerged Company, in relation to or in connection with the Demerged Undertaking, in the name of the Resulting Company in so far as may be necessary until the transfer of rights and obligations of the Demerged Undertaking to the Resulting Company under this Scheme have been given effect to under such contracts and transactions.

6.4 With effect from the Effective Date, all inter-se contracts solely between the Demerged Company and the Resulting Company pertaining to the Demerged Undertaking, 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 Demerged Company and the Resulting Company. With effect from the Effective Date, there will be no accrual of income or expense on account of any transactions pertaining to the Demerged Undertaking, including inter-alia any transactions in the nature of sale or transfer of any goods, materials or services, between the Demerged Company and the Resulting Company. For avoidance of doubt, it is hereby clarified that with effect from the Effective Date, there will be no accrual of interest or other charges in respect of any inter se loans, deposits or balances pertaining to the Demerged Undertaking between the Demerged Company and the Resulting Company.

7.

EMPLOYEES

7.1 With effect from the Effective Date, the Resulting Company undertakes to engage, without any interruption in service, all employees of the Demerged Company, engaged in or in relation to the Demerged Undertaking (“ Employees ”), on the terms and conditions not less favourable than those on which they are engaged by the Demerged Company. The Resulting Company undertakes to continue to abide by any agreement/settlement or arrangement, if any, entered into or deemed to have been entered into by the Demerged Company with any of the Employees or union representing them in relation to the Demerged Undertaking. The Resulting Company agrees that the services of all such Employees with the Demerged Company prior to the demerger shall be taken into account for the purposes of all existing benefits to which the said Employees may be eligible, including for the purpose of payment of any retrenchment compensation, gratuity, leave encashment and other retirement/ terminal benefits. The decision on whether or not an employee is part of the Demerged Undertaking shall be decided by the Board of the Demerged Company and shall be final and binding on all concerned.

7.2 The accumulated balances, if any, standing to the credit of the Employees (excluding such Employees covered under Clause 7.3 below) in the existing provident fund, gratuity fund and superannuation fund of which they are members, as the case may be and corresponding investments and fund balances, will be transferred respectively to such provident fund or trust created for such purpose, gratuity fund and superannuation funds nominated by the Resulting Company and/or such new provident fund/ trust, gratuity fund and superannuation fund to be established in accordance with the Applicable Law and caused to be recognized by the Appropriate Authorities. Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the said Employees would continue to be deposited in the existing provident fund, gratuity fund and superannuation fund, respectively, of the Demerged Company, if required.

8.

LEGAL PROCEEDINGS

8.1 Upon the coming into effect of this Scheme, all suits, actions, administrative proceedings, tribunals proceedings, show cause cases, demands and legal proceedings of whatsoever nature (except proceedings with respect to direct tax) by or against the Demerged Company pending and/or arising on or before the Appointed Date or which may be instituted any time thereafter and in each case relating to the Demerged Undertaking shall not abate or be discontinued or be in any way prejudicially affected

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by reason of the Scheme or by anything contained in this Scheme but shall be continued and be enforced by or against the Resulting Company with effect from the Appointed Date in the same manner and to the same extent as would or might have been continued and enforced by or against the Demerged Company. Except, as otherwise provided herein, the Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings that stand transferred to the Resulting Company. The Resulting Company shall be replaced/added as party to such proceedings and shall prosecute or defend such proceedings at its own cost, in cooperation with the Demerged Company and the liability of the Demerged Company shall consequently stand nullified. The Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings in relation to the Demerged Undertaking.

  • 8.2 The Resulting Company undertakes to have all legal and other proceedings (except proceedings with respect to direct tax) initiated by or against the Demerged Company referred to in Clause 8.1 above transferred to its name as soon as is reasonably practicable after the Effective Date and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company on priority. Both Parties shall make relevant applications and take steps as may be required in this regard.

8.3 Notwithstanding anything contained above, in the event any time after the Effective Date, if the Demerged Company in relation to the Demerged Undertaking, is in receipt of any demand, claim, notice and/ or impleaded as a party in any of the proceedings before the Appropriate Authority, the Demerged Company, in view of the transfer and vesting of the Demerged Undertaking pursuant to this Scheme, shall take all such steps in the proceedings before the Appropriate Authority to replace the Demerged Company with the Resulting Company. However, if the Demerged Company is unable to get the Resulting Company replaced in such proceedings, the Demerged Company shall defend the same or deal with such demand in accordance with the advice of the Resulting Company and at the cost of the Resulting Company and the latter shall reimburse and indemnify the Demerged Company against all liabilities and obligations incurred by or against the Demerged Company in respect thereof.

9.

CONSIDERATION

  • 9.1 Upon the Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, the Resulting Company shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot, to each shareholder of the Demerged Company as follows:

  • 9.1.1 1 (One) fully paid-up equity share of INR 10 (Indian Rupees Ten only) each of the Resulting Company for every 52 (Fifty Two) fully paid-up equity shares of INR 10 (Indian Rupees Ten only) each of the Demerged Company held by equity shareholders, on a proportionate basis, whose name is recorded in the register of members and records of the depository as a member of the Demerged Company as on the Record Date;

  • 9.1.2 54,86,608 (Fifty Four Lakhs Eighty Six Thousand Six Hundred Eight) fully paid-up 7.3% non-convertible redeemable preference shares of INR 100 (Indian Rupees One Hundred only) each of the Resulting Company for 90,00,000 (Ninety Lakhs) 5% cumulative non-convertible redeemable preference shares of INR 100 (Indian Rupees One Hundred only) each of the Demerged Company (“ NCRPS ”) held by the preference shareholder in the Demerged Company as on the Effective Date; and

  • 9.1.3 8,64,275 (Eight Lakhs Sixty Four Thousand Two Hundred Seventy Five) fully paid-up 7.3% non-convertible redeemable preference shares of INR 100 (Indian Rupees One Hundred only) each of the Resulting Company for 19,19,277 (Nineteen Lakhs Nineteen Thousand Two Hundred Seventy-Seven) zero% optionally convertible redeemable preference shares of INR 100 (Indian Rupees One Hundred only) each of the Demerged Company (“ OCRPS ”) held by the preference shareholder in the Demerged Company as on the Effective Date.

The equity shares of the Resulting Company to be issued and allotted under Clause 9.1.1 above, shall hereinafter be referred to as “ New Equity Shares ”. The non-convertible redeemable preference shares of the Resulting Company to be issued and allotted under Clause 9.1.2 and Clause 9.1.3 above, shall hereinafter be referred to as “ RPS of the Resulting Company ”. The principal terms and conditions of the RPS of the Resulting Company have been set out in Schedule 4 hereto. The New Equity Shares and RPS of the Resulting Company shall hereinafter be collectively referred to as “ New Shares ”.

  • 9.2 In the event, the NCRPS and/ or the OCRPS held by the shareholders of the Demerged Company are redeemed prior to the Effective Date, no shares will be issued in terms of Clause 9.1.2 and Clause 9.1.3 above.

  • 9.3 The New Equity Shares shall be subject to the provisions of the memorandum of association and articles of association of the Resulting Company, as the case may be, and shall rank pari passu in all respects with any existing equity shares of the Resulting Company, as the case may be, after the Effective Date including with respect to dividend, bonus, right shares, voting rights and other corporate benefits attached to the equity shares of the Resulting Company.

  • 9.4 The issue and allotment of the New Shares is an integral part hereof and shall be deemed to have been carried out under the orders passed by the Tribunal without requiring any further act on the part of the Resulting Company or the Demerged Company or their shareholders and as if the procedure laid down under the Act and such other Applicable Law as may be applicable, were duly complied with. It is clarified that the approval of the members and creditors of the Resulting Company and/or the

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Demerged Company to this Scheme, shall be deemed to be their consent/approval for the issue and allotment of the New Shares.

9.5 Subject to the Applicable Law, the Resulting Company New Shares that are to be issued in terms of this Scheme shall be issued in dematerialised form. The register of members maintained by the Resulting Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Resulting Company, the relevant depository and registrar and transfer agent in terms of the Applicable Law(s) shall (as deemed necessary by the Board of the Resulting Company) be updated to reflect the issue of the New Shares in terms of this Scheme. The shareholders of the Demerged Company who hold shares in physical form, should provide the requisite details relating to his/ her/ its account with a depository participant or other confirmations as may be required, to the Resulting Company, prior to the Record Date to enable it to issue the New Shares.

However, if no such details have been provided to the Resulting Company by the shareholders of the Demerged Company holding shares in physical share certificates on or before the Record Date, the Resulting Company shall deal with the relevant shares in such manner as may be permissible under the Applicable Law, including by way of issuing the corresponding shares in dematerialised form to a trustee nominated by the Board of the Resulting Company (“ Trustee of Resulting Company ”) who shall hold these shares in trust for the benefit of such shareholder. The New Shares held by the Trustee of Resulting Company for the benefit of the shareholder shall be transferred to the respective shareholder once such shareholder provides details of his/her/its demat account to the Trustee of Resulting Company, along with such other documents as may be required by the Trustee of Resulting Company. The respective shareholders shall have all the rights of the shareholders of the Resulting Company, including the right to receive dividend, voting rights and other corporate benefits, pending the transfer of shares from the Trustee of Resulting Company. All costs and expenses incurred in this respect shall be borne by the Resulting Company.

9.6 For the purpose of the allotment of the New Equity Shares pursuant to this Scheme, in case any shareholder’s holding in any of the Demerged Company is such that the shareholder becomes entitled to a fraction of a share of the Resulting Company, the Resulting Company shall not issue fractional shares to such shareholder but shall consolidate all such fractions and round up the aggregate of such fractions to the next whole number and issue consolidated shares to a trustee (nominated by the Resulting Company in that behalf), who shall hold such shares, with all additions or accretions thereto, in trust for the benefit of the respective shareholders to whom they belong for the specific purpose of selling such shares in the market at such price or prices and at any time within a period of 90 days from the date of allotment of the New Equity Shares, as the trustee may, in its sole discretion, decide and distribute the net sale proceeds (after deduction of the expenses incurred and applicable income tax) to the respective shareholders in the same proportion of their fractional entitlements. Any fractional entitlements from such net proceeds shall be rounded off to the next Rupee. It is clarified that any such distribution shall take place only on the sale of all the shares of the Resulting Company pertaining to the fractional entitlements.

9.7 The New Equity Shares to be issued in respect of the shares of the Demerged Company held in the unclaimed suspense account, if any, shall be issued to a new unclaimed suspense account created for the shareholders of the Resulting Company. The shares to be issued by the Resulting Company in lieu of the shares of the Demerged Company held in the investor education protection fund shall be issued to investor education protection fund in favour of such shareholders of the Demerged Company.

9.8 The New Equity Shares to be issued by the Resulting Company pursuant to Clause 9.1 above in respect of such of the equity shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act or otherwise shall, pending allotment or settlement of dispute by order of Court or otherwise, also be kept in abeyance by the Resulting Company.

9.9 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Demerged Company, the Board of the Demerged Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer in the Demerged Company as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor of the share in the Resulting Company and in relation to the shares issued by the Resulting Company after the effectiveness of the Scheme. The Board of the Demerged Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new members in the Resulting Company on account of difficulties faced in the transition period.

9.10 In the event, the Parties restructure their share capital by way of share split/consolidation/issue of bonus shares during the pendency of the Scheme, the share allotment ratio as per Clause 9.1 shall be adjusted accordingly to consider the effect of any such corporate actions and without any further approval from the Appropriate Authority.

9.11 The Resulting Company shall apply for listing of the New Equity Shares on the recognised stock exchanges having nationwise trading terminals i.e., BSE and NSE in terms of and in compliance of SEBI LODR Regulations, SEBI Circular and other relevant provisions as may be applicable. The New Equity Shares, issued pursuant to the Scheme, shall remain frozen in the depository system till listing/ trading permission is given by the designated BSE and NSE.

9.12 The Resulting Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with the Applicable Law for complying with the requirements of the BSE and NSE.

  • 9.13 The approval of the members of the Resulting Company to this Scheme shall be deemed to constitute due compliance with

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Section 62 and any other applicable provisions of the Act, the SEBI LODR Regulations, and the articles of association of the Resulting Company, and no other consent shall be required under the Act or the articles of association of the Resulting Company, for the issue and allotment of New Shares under the Scheme.

  • 9.14 Consideration in respect of the Demerged Company GDRs:

  • 9.14.1 Upon the Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, the Resulting Company shall issue to the GDR Depository in relation to the Demerged Company GDRs, the New Equity Shares in accordance with Clause 9.1. The GDR Depository shall hold such New Equity Shares on behalf of the holders of the Demerged Company GDRs;

  • 9.14.2 The Board of the Resulting Company may, in consultation with the GDR Depository, and by entering into appropriate agreements with the GDR Depository or any other Depository appointed by the Resulting Company for the issuance of GDRs (“ Resulting Company Depository ”) and by taking all approvals and steps as necessary, instruct such Resulting Company Depository to issue GDRs of the Resulting Company representing the New Equity Shares to the holders of the Demerged Company GDRs on a pro rata basis (“ Resulting Company GDR Program ”); and

  • 9.14.3 In the event the Board of the Resulting Company decides not to constitute the Resulting Company GDR Program as stated in Clause 9.14.2, the GDR Depository shall sell the New Equity Shares issued to the GDR Depository in terms of Clause 9.14.1 and distribute the proceeds to such Demerged Company GDR holders in accordance with the depositary agreement entered into between the Demerged Company and the GDR Depository.

  • 9.14.4 If, on account of the share exchange ratio mentioned in Clause 9.1 above, a Demerged Company GDR holder becomes entitled to a fraction of a GDR of the Resulting Company then, in accordance with the provisions of the depositary agreement entered into by the Demerged Company or the Resulting Company, as applicable, in lieu of delivering receipts for fractional GDRs, the depositary of the Demerged Company or the Resulting Company Depositary, as applicable, may, in its discretion, sell the equity shares of the Resulting Company represented by the aggregate of such fractions, at such place or places and at such price or prices as it may deem proper, and distribute the net proceeds of any such sale (after deduction of taxes and expenses incurred) in accordance with the terms of the relevant depositary agreement.

10. ACCOUNTING AND TAX TREATMENT

  • 10.1 Accounting treatment in the books of the Demerged Company:

Pursuant to the Scheme coming into effect, with effect from the Effective Date, the Demerged Company shall account for the demerger, in its books of account in accordance with the Appendix A of Indian Accounting Standards (‘Ind AS’) 10, Events after the Reporting Period, prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 in the following manner:

  • 10.1.1 The Demerged Company shall transfer all assets and liabilities pertaining to the Demerged Undertaking as on the Effective Date at the values appearing in its books of account immediately before the Effective Date and correspondingly reduce from its books of account, the book values of such assets and liabilities appearing on such date;

  • 10.1.2 The Demerged Company shall debit the fair value of the aforesaid assets and liabilities to the general reserve/ retained earnings of the Demerged Company representing distribution of non-current assets to its shareholders and create a corresponding liability; and

  • 10.1.3 The book value of net assets derecognised under 10.1.1 above will be adjusted against the liability recognised at paragraph 10.1.2 above and the difference, if any, shall be recognised in the statement of profit and loss.

  • 10.2 Accounting treatment in the books of the Resulting Company:

  • Recording the transfer of assets and liabilities on demerger:

Pursuant to the Scheme coming into effect, with effect from the Appointed Date, the Resulting Company shall account for the transfer of the Demerged Undertaking into the Resulting Company in accordance with acquisition method prescribed under Indian Accounting Standards (Ind AS) 103, Business Combinations, notified under Section 133 of the Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015 and generally accepted accounting principles, as may be amended from time to time, in its books of accounts, such that:

  • 10.2.1 The Resulting Company records the assets and liabilities of the Demerged Undertaking, transferred to and vested in it pursuant to this Scheme (including assets and liabilities not specifically recognized by the Demerged Company in its financial statements), at their respective fair values. Further, acquisition related costs will also be accounted in accordance with the requirements of Ind AS 103 ‘Business Combinations’.

  • 10.2.2 The Resulting Company shall credit its share capital account with the face value of New Shares issued in accordance with Clause 9.1. The difference between the fair value of New Shares issued and the face value of New Shares issued by the Resulting Company will be credited to securities premium account of the Resulting Company.

42 UltraTech Cement Limited

  • 10.2.3 The surplus / deficit between the value of Net Assets (“ Net Assets ’’ means excess of value of assets over the value of liabilities as per Clause 10.2.1) pertaining to the Demerged Undertaking and the amount of the fair value of New Shares issued under Clause 9.1 above shall be credited to capital reserve / debited to goodwill as the case may be.

  • 10.3 Tax treatment in the books of the Resulting Company, for the purpose of provisions of section 2(19AA) of the Income Tax Act, the assets and liabilities of the Demerged Undertaking, transferred to and vested in it pursuant to this Scheme, shall be at their respective book values as appearing in the books of account of the Demerged Company immediately before the demerger.

11. CHANGE IN AUTHORISED SHARE CAPITAL OF THE RESULTING COMPANY

11.1 With effect from Effective Date, the authorised share capital of the Resulting Company will automatically stand increased by an aggregate amount of INR 100,00,00,000 (Indian Rupees One Hundred Crore only) which shall be divided into 1,00,00,000 (One Crore) equity shares of INR 10 (Indian Rupees Ten only) each and 90,00,000 (Ninety Lakhs) non-convertible redeemable preference shares of INR 100 (Indian Rupees Hundred only) each of the Resulting Company by simply filing the requisite forms with the Appropriate Authority and no separate procedure or instrument or deed shall be required to be followed under the Act. The Resulting Company will pay necessary stamp duty and registration fees, as may be applicable, for increase in authorised share capital in terms of the Act.

  • 11.2 Consequently, with effect from Effective Date, the memorandum of association and articles of association of the Resulting Company shall without any act, instrument or deed be and stand altered, modified and amended pursuant to Sections 13 and other applicable provisions of the Act.

  • 11.3 It is clarified that the approval of the members of the Resulting Company to this Scheme shall be deemed to be their consent/ approval also to the alteration of the memorandum of association and articles of association of the Resulting Company and the Resulting Company shall not be required to seek separate consent/ approval of its shareholders for such alteration of the memorandum of association and articles of association as required under Sections 13, 14, 61, 62 and 64 and other applicable provisions of the Act.

PART III

REDUCTION AND CANCELLATION OF THE PREFERENCE SHARE CAPITAL OF THE DEMERGED COMPANY

12. REDUCTION AND CANCELLATION OF THE PREFERENCE SHARE CAPITAL OF THE DEMERGED COMPANY

  • 12.1 In view of the RPS of the Resulting Company being issued in terms of Clause 9.1.2 and Clause 9.1.3 to the holders of the preference shares of the Demerged Company, the entire Preference Share Capital of the Demerged Company shall stand cancelled and reduced, without any consideration (“ Demerged Company Cancelled Preference Shares ”), which shall be regarded as reduction of share capital of the Demerged Company, pursuant to Sections 230 to 232 of the Act as an integral part of the Scheme.

  • 12.2 The Demerged Company shall cancel its preference shares as stated in Clause 12.1 above. These preference shares are considered as debt in the books of accounts as per IND AS 109, hence the accounting for these preference shares shall remain same as other liabilities mentioned in Clause 10.1 above.

12.3 It is clarified that the approval of the members of the Demerged Company to this Scheme, shall be deemed to be their consent/ approval for the reduction of the preference share capital of the Demerged Company under applicable provisions of the Act.

  • 12.4 Notwithstanding the reduction in the share capital of the Demerged Company, the Demerged Company shall not be required to add “And Reduced” as suffix to its name.

PART IV

GENERAL TERMS & CONDITIONS

13. REMAINING BUSINESS

  • 13.1 The Remaining Business and all the assets, investments, liabilities and obligations of the Demerged Company, shall continue to belong to and be vested in and be managed by the Demerged Company. With effect from the Effective Date, only the Demerged Company shall be liable to perform and discharge all liabilities and obligations in relation to the Remaining Business and the Resulting Company shall not have any liability or obligation in relation to the Remaining Business.

  • 13.2 All legal, Tax and/or other proceedings by or against the Demerged Company under any statute, whether pending on the Effective Date or which may be instituted at any time thereafter, and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Remaining Business) shall be continued and enforced against the Demerged Company. The Resulting Company shall in no event be responsible or liable in relation to any such legal, Tax or other proceedings in relation to the Remaining Business.

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  • 13.3 If the Resulting Company in relation to the Remaining Business, is in receipt of any demand, claim, notice and/or impleaded as a party in any of the proceedings before the Appropriate Authority, the Resulting Company in view of the transfer and vesting of the Demerged Undertaking pursuant to this Scheme, shall take all such steps in the proceedings before the Appropriate Authority to replace the Resulting Company with the Demerged Company. However, if the Resulting Company is unable to get the Demerged Company replaced in such proceedings, it shall defend the same or deal with such demand in accordance with the advice of the Demerged Company and at the cost of the Demerged Company and the latter shall reimburse and indemnify the Resulting Company against all liabilities and obligations incurred by or against the Resulting Company in respect thereof.

14. IMPACT OF THE SCHEME ON NON-CONVERTIBLE DEBENTURE HOLDERS OF THE PARTIES

  • 14.1 Pursuant to this Scheme, there will be no change in terms and conditions of the Non-Convertible Debentures (“ NCDs ”) of the respective Parties. Details of NCDs of the Demerged Company and the Resulting Company, listed on respective Stock Exchanges, are set-out in Schedule 2 and Schedule 5 , respectively. The NCDs of the Demerged Company as set out in Schedule 2 hereto, form of the Demerged Undertaking and will be transferred to the Resulting Company pursuant to this Scheme. It is clarified that NCDs of the Demerged Company, forming a part of the Demerged Undertaking as on the Effective Date, will be transferred to the Resulting Company pursuant to this Scheme.

  • 14.2 Safeguards for the protection of holders of NCDs of the Parties: Pursuant to the Scheme, the NCD holders of the Demerged Company as on the Effective Date will be transferred to the Resulting Company on same terms, including the coupon rate, tenure, ISIN, redemption price, quantum, exclusive and first ranking nature of security, etc. Further, the NCD holders of the Resulting Company as on the Effective Date will continue to hold NCDs of the Resulting Company, without any interruption, on same terms, including the coupon rate, tenure, redemption price, quantum, and nature of security, ISIN, etc. A certificate from statutory auditor of the Resulting Company certifying the payment/ repayment capability of the Resulting Company against the outstanding NCDs is referred in Schedule 5 hereto.

  • 14.3 Exit offer to NCDs holders of the Parties: The NCDs of the respective Parties, as on the Effective Date, will continue to be freely tradable and listed on the Stock Exchanges, thereby providing exit option and liquidity to holders of the NCDs of the respective Parties.

  • 14.4 In view of provisions of this Clause 14 above, the Scheme will not have any adverse impact on the holders of the NCDs.

15. DIVIDENDS

15.1 The Demerged Company and the Resulting Company shall be entitled to declare and pay dividends, to their respective shareholders in the ordinary course of business, whether interim or final.

  • 15.2

It is clarified that the aforesaid provisions in respect of declaration of dividends (whether interim or final) are enabling provisions only and shall not be deemed to confer any right on any shareholder of the Demerged Company and/ or Resulting Company to demand or claim or be entitled to any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the Board of the Demerged Company and/ or Resulting Company and subject to approval, if required, of the shareholders of the Demerged Company and/ or Resulting Company, as the case may be.

16. BUSINESS UNTIL EFFECTIVE DATE

16.1 With effect from the date of approval of the Scheme by the respective Boards of the Parties and up to and including the Effective Date:

  • 16.1.1 The Demerged Company with respect to the Demerged Undertaking shall carry on the business with reasonable diligence and business prudence and in the same manner as the Demerged Company had been doing hitherto and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts or incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comfort or commitment either for itself or on behalf of its affiliates or associates or any third party, or sell, transfer, alienate, charge, mortgage or encumber or deal in any of its properties/assets with respect to the Demerged Undertaking, except in case:

  • (a) such action is expressly provided in this Scheme; or

  • (b) such action is in the ordinary course of business; or

  • (c) written consent of the Resulting Company has been obtained in relation to such action.

  • 16.1.2 Except with written consent of the Resulting Company, the Demerged Company with respect to the Demerged Undertaking shall not alter or substantially expand its business or undertake:

  • (a) any material decision in relation to its business and affairs and operations other than that in the ordinary course of business;

  • (b) any agreement or transaction (other than an agreement or transaction in the ordinary course of business); and

  • (c) any new business, or discontinue any existing business or change the capacity of facilities other than that in the ordinary course of business, as the case may be.

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  • 16.1.3 The Resulting Company shall be entitled, pending the sanction of the Scheme, to apply to the Appropriate Authorities concerned as necessary under the Applicable Law for such consents, approvals and sanctions which the Resulting Company may require to carry on the business of the Demerged Company and to give effect to the Scheme.

  • 16.2 With effect from the Appointed Date and up to and including the Effective Date:

  • 16.2.1 The Demerged Company with respect to the Demerged Undertaking shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of the assets for and on account of, and in trust for the Resulting Company;

  • 16.2.2 All profits or income arising or accruing to the Demerged Company with respect to the Demerged Undertaking and all Taxes paid thereon (including but not limited to advance tax, tax deducted or collected at source, minimum alternate tax, dividend distribution tax, securities transaction tax, taxes withheld/ paid in a foreign country, etc.) or losses arising or incurred by the Demerged Company with respect to the Demerged Undertaking shall, for all purposes, be treated as and deemed to be the profits or income, Taxes or losses, as the case may be, of the Resulting Company; and

  • 16.2.3 All loans raised and all liabilities and obligations incurred by the Demerged Company with respect to the Demerged Undertaking, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the Resulting Company and to the extent they are outstanding on the Effective Date, shall also, without any further act or deed be and be deemed to become the debts, liabilities, duties and obligations of the Resulting Company.

  • 16.2.4 All inter-se transactions amongst Demerged Undertaking and Resulting Company shall be considered as transactions from Resulting Company to itself and be cancelled on the Effective Date, subject to the other provisions of this Scheme.

Notwithstanding the foregoing, inter se transactions of supply or receipt of goods and services amongst the Demerged Undertaking and Resulting Company between the Appointed Date and the Effective Date shall be subject to taxation in accordance with the provisions of the Section 87 and other applicable provisions of the Central Goods and Service Tax Act, 2017.

  • 16.3 Except with written consent of the Resulting Company, the Demerged Company in relation to the Demerged Undertaking shall not:

  • (a) waive, defer or release any rights that it may have against any Person or any obligations that a Person may have towards the Demerged Company, other than in the ordinary course of business; and

  • (b) commence or settle any litigation, dispute or claim which involves any amount in excess of INR 50,00,000 (Indian Rupees Fifty Lakhs) or admit any liability in any litigation, dispute or claim where such liability corresponds to any amount in excess of INR 50,00,000 (Indian Rupees Fifty Lakhs), as the case may be.

  • 16.4 The Demerged Company with respect to the Demerged Undertaking shall not vary the terms and conditions of employment of any of its employees without the written consent of the Resulting Company, except in the ordinary course of business or pursuant to any pre-existing obligation undertaken by the Demerged Company.

  • 16.5 For the purpose of giving effect to the order passed under Sections 230 to 232 and other applicable provisions of the Act in respect of this Scheme by the Tribunal, the Resulting Company shall, at any time pursuant to the orders approving this Scheme, be entitled to get the recordal of the change in the legal right(s) upon the demerger of the Demerged Undertaking, in accordance with the provisions of Sections 230 to 232 of the Act. The Resulting Company shall always be deemed to have been authorized to execute any pleadings, applications, forms, etc., as may be required to remove any difficulties and facilitate and carry out any formalities or compliances as are necessary for the implementation of this Scheme. For the purpose of giving effect to the vesting order passed under Section 232 of the Act in respect of this Scheme, the Resulting Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges and fulfil all its obligations in relation to or applicable to all immovable properties including mutation and/or substitution of the ownership or the title to or interest in the immovable properties which shall be made and duly recorded by the Appropriate Authorities in favour of the Resulting Company, as the case may be, pursuant to the sanction of the Scheme by the Tribunal and upon the effectiveness of this Scheme in accordance with the terms hereof, without any further act or deed to be done or executed by the Resulting Company. It is clarified that the Resulting Company shall be entitled to engage in such correspondence and make such representations, as may be necessary, for the purposes of the aforesaid mutation and/or substitution.

17. FACILITATION PROVISIONS

Immediately upon the Scheme being effective, the concerned Parties shall enter into agreements as may be necessary, inter alia in relation to use by the Parties of office space, infrastructure facilities, information technology services, security personnel, trademarks and other intellectual property rights, legal, administrative and other services, etc. on such terms and conditions that may be mutually agreed between them.

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18. PROPERTY IN TRUST

Notwithstanding anything contained in this Scheme, on or after the Effective Date, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Demerged Undertaking are transferred, vested, recorded, effected and/ or perfected, in the records of any Appropriate Authority, regulatory bodies or otherwise, in favour of the Resulting Company, the Resulting Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Appropriate Authorities and till such time as may be mutually agreed by the Demerged Company and the Resulting Company, the Demerged Company will continue to hold the property and/or the asset, license, permission, approval, contract or agreement and rights and benefits arising therefrom, as the case may be, in trust for and on behalf of the Resulting Company.

19. APPLICATIONS/PETITIONS TO THE TRIBUNAL

19.1 The Parties shall dispatch, make and file all applications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the Tribunal, under whose jurisdiction, the registered offices of the respective Parties are situated, for sanction of this Scheme under the provisions of the Applicable Law and shall apply for such approvals as may be required under the Applicable Law.

19.2 The Parties shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any Applicable Law for such consents and approvals which the Demerged Company and the Resulting Company may require to own the assets and/or liabilities of the Demerged Undertaking and to carry on the business of the Demerged Undertaking.

20. MODIFICATION OR AMENDMENTS TO THIS SCHEME

20.1 On behalf of each of the Demerged Company and the Resulting Company, the Board of the respective companies acting themselves or through authorized Persons, may consent jointly but not individually, on behalf of all Persons concerned, to any modifications or amendments of this Scheme at any time and for any reason whatsoever, or to any conditions or limitations that the Tribunal or any other Appropriate Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by all of them (i.e., the Boards of the Demerged Company and the Resulting Company) and solve all difficulties that may arise for carrying out this Scheme and do all acts, deeds and things necessary for putting this Scheme into effect.

20.2 For the purpose of giving effect to this Scheme or to any modification thereof, the Boards of the Demerged Company and the Resulting Company acting themselves or through authorized Persons may jointly but not individually, give and are jointly authorised to give such directions including directions for settling any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all Parties, in the same manner as if the same were specifically incorporated in this Scheme.

21.

CONDITIONS PRECEDENT

21.1 Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:

  • 21.1.1 the Resulting Company having received the approval from the CCI (or any appellate authority in India which has appropriate jurisdiction) under the Competition Act, 2002 in respect of the Scheme, where such approval (including any conditions set out in the approval granted by the CCI) are to the satisfaction and as acceptable to the Resulting Company; and any conditions contained in such approval (or deemed approval) that are required to be satisfied at any time prior to the Effective Date having been so satisfied (or, where applicable, waived, if permitted under Applicable Law);

  • 21.1.2 obtaining no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 and Regulation 59A of the SEBI LODR Regulations;

  • 21.1.3 approval of the Scheme by the requisite majority of each class of shareholders of the Demerged Company and the Resulting Company and such other classes of Persons relating to the Parties, if any, as applicable or as may be required under the Act and as may be directed by the Tribunal;

  • 21.1.4 the Parties, as the case may be, complying with other provisions of the SEBI Circular, including seeking approval of the shareholders of the Demerged Company and the Resulting Company through e-voting, as applicable. The Scheme shall be acted upon only if the votes cast by the public shareholders of the Demerged Company in favour of the proposal contemplated herein are more than the number of votes cast by the public shareholders of the Demerged Company against the proposal contemplated herein, as required under the SEBI Circular and if the votes cast by the public shareholders of the Resulting Company in favour of the proposal contemplated herein are more than the number of votes cast by the public shareholders of the Resulting Company against the proposal contemplated herein, as required

46 UltraTech Cement Limited

under the SEBI Circular. The term ‘public’ shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957;

  • 21.1.5 the sanctions and orders of the Tribunals, under Sections 230 to 232 of the Act being obtained by the Demerged Company and the Resulting Company;

  • 21.1.6 certified/authenticated copies of the orders of the Tribunal, sanctioning the Scheme, being filed with the concerned RoC having jurisdiction over the Parties by all the Parties;

  • 21.1.7 the Demerged Company having obtained all consents and approvals from the Appropriate Authorities as required for the transfer of the mining leases entered into by the Demerged Company in favour of the Resulting Company and the Demerged Company having taken all such actions required to be completed for the transfer of the mining leases in favour of the Resulting Company; and

  • 21.1.8 any other matters expressly agreed as conditions precedent to the effectiveness of the Scheme as amongst the Parties in writing.

  • 21.2 On the approval of this Scheme by the shareholders of the Demerged Company and the Resulting Company and such other classes of Persons relating to the said companies, if any, pursuant to Clause 21.1, such shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the demerger set out in this Scheme, related matters and this Scheme itself.

22.

NON-RECEIPT OF APPROVALS AND REVOCATION/WITHDRAWAL OF THIS SCHEME

  • 22.1 Parties, acting jointly, shall be at liberty to withdraw the Scheme, any time before the Scheme is effective.

22.2 In the event of withdrawal of the Scheme under Clause 22.1 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person.

  • 22.3 In the event of any of the requisite sanctions and approvals not being obtained on or before such date as may be agreed to by the Parties, this Scheme shall become null and void and each Party shall bear and pay its respective costs, charges and expenses for and/ or in connection with this Scheme.

23. COSTS, EXPENSES AND TAXES

23.1 Parties have agreed to bear the costs, charges and expenses (including, but not limited to, any taxes and duties, registration charges, etc.) in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/or incidental to the completion of this Scheme in the following manner:

  • 23.1.1 The Resulting Company shall bear and pay all stamp duties, transfer fees (including any fees with respect to transfer of mining leases from the Demerged Company in favour of the Resulting Company), registration costs and any fees payable to the CCI arising from or in connection with the Scheme provided that any stamp duty, transfer fee, registration cost, any other amount to be paid to any Person (including any Appropriate Authority) or any liability which relates to the period prior to the Effective Date and which is required to be paid or settled by the Demerged Company under the Applicable Law or an agreement with any Person shall be borne and paid by the Demerged Company even if it arises from or is connected to the Scheme; and

  • 23.1.2 all other costs, charges and expenses (including, but not limited to, any taxes and duties etc.) in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/or incidental to the completion of this Scheme shall be borne by the respective Parties.

24. SAVING OF CONCLUDED TRANSACTIONS

Nothing in this Scheme shall affect any transaction or proceedings already concluded or liabilities incurred by the Demerged Company in relation to the Demerged Undertaking until the Effective Date, to the end and intent that the Resulting Company shall accept and adopt all acts, deeds and things done and executed by the Demerged Company in respect thereto as done and executed on behalf of the Resulting Company.

UltraTech Cement Limited 47

SCHEDULE 1 DETAILS OF THE DEMERGED UNDERTAKING

The Demerged Undertaking shall mean the Sedam plant in the State of Karnataka, Basant Nagar plant in the State of Telangana, Solapur Packing unit in the State of Maharashtra and land acquired at Solapur in the State of Maharashtra on a going concern basis on the Appointed Date and shall include:

  • (1) All assets and properties pertaining to the:

  • (a) Integrated cement manufacturing unit at Sedam situated in the state of Karnataka and Basant Nagar situated in the state of Telangana;

  • (b) Cement packing unit at Solapur situated in the state of Maharashtra; and

  • (c) Land at Solapur situated in the state of Maharashtra.

All land as set out in Schedule 1A hereto and all buildings and all mining, heavy equipment, heavy and light vehicles set out in Schedule 1B and all other assets as detailed in the fixed assets register of the above units.

  • (2) The integrated unit located at Sedam, Karnataka and as part of such integrated unit:

  • (i) All the mines including applications for mining leases with all necessary licenses, approvals, clearances, all mine infrastructures standing on the mining lease land and surface rights; all letters of intent; all prospecting licenses, whether already granted or under application, totalling to 2218.16 Acres (897.86 Ha);

  • (ii) Land already acquired (as per Schedule 1A) and land in process of acquisition: -

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

Sl. No. Type of Land Area (Ha)
----- End of picture text -----

Sl. No. Type of Land Area(Ha)
1 Mines 310.12
2 Colony 66.36
3 Factory& others 160.21
Total 536.69

  • (iii) Land in the process of acquisition 587.74 Ha out of which GO granted by Karnataka government on 15/01/2021 for 193.84 Ha (479-26 Acres).

  • (iv) Letter of Intent for 897.86 Ha for mining which includes Govt revenue land (5.26 Ha), agricultural private land (892.60 Ha)

  • (v) Pyro: Four lines of total clinker capacity of 15,200 TPD.

  • Line-1: 5 stage, single string, in-line calciner kiln of 2400 TPD. (M/s TKIL)

  • Line-2: 5 stage, single string, in-line calciner kiln of 3500 TPD (M/s TKIL)

  • Line-3&4: 6 stage, single string, in-line calciner kiln of 4650 TPD (M/s FLS)

  • (vi) Cement Mill: Four mills of total 9 MTPA capacity, combi closed circuit with ball mill and roller press PM-17/10-7 with Sepol HR and Sepol NSV (M/s TKIL)

  • (vii) Raw Mill: Unit-1 VRM RM 43/21 of 160 TPH, unit-2 VRM 51/26 of 260 TPH, unit-3&4 Roller press PM-21/16-9 of 300 TPH each (M/s TKIL)

  • (viii) Coal Mill: Unit-1 VRM RMK 21/10/28 of 19 TPH (M/s TKIL), unit-2 RMK 23/11/35 of 25 TPH (M/s TKIL), unit-3 MPS 2800 BK of 35 TPH (M/s Gebr Pfeiffer) and unit-4 MPS 2800 BK of 40 TPH (M/s Gebr Pfeiffer)

  • (ix) Packing Plant (Bag & Bulk): unit-1 rotary packer single discharge (120 TPH)- 2 Nos, unit-2 rotary packer single discharge (120 TPH)- 4 Nos, unit-3&4 rotary packer double discharge (180 TPH)- 2 Nos each with truck and wagon loading facility. (M/s EEL)

  • (x) Limestone Crushers: 1) L&T Make, 800 TPH; 2) TKIL Make, 1400 TPH

  • (xi) Additive crushers: 1) Sayyaji Make, 30 TPH; 2) Elecon Make, 200 TPH

  • (xii) Coal Wagon tipplers: 2 No’s L&T Make, 750 TPH

  • (xiii) Material handling equipment, compressors, Water treatment plant, Wagon/Truck Loading System including pumps and pipelines.

  • (xiv) Coal based thermal captive power plants 5 No’s of total 79.2 MW. (15.7 MW+9.5 MW+18MW+18MW+18 MW)

  • (xv) Limestone belt Conveyor of approximately 1.5 km and 1450 tph

  • (xvi) Staff & Workers colony including family accommodation as currently in existence

48 UltraTech Cement Limited

  • (3) The integrated unit located at Basant Nagar, Telangana and, as part of such integrated unit:-

  • (i) All the mines including applications for mining leases with all necessary licenses, approvals, clearances, all mine infrastructures standing on the mining lease land, and surface rights; all letters of intent; all prospecting licenses, whether already granted or under application, totaling to 394.87 Ha;

  • (ii) Land already acquired (as per Schedule 1A)

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

SI. No. Type of Land Area (Ha)
----- End of picture text -----

**SI. No. ** Type of Land Area(Ha)
1 Mines 79.52
2 Plant & Other Infrastructure 315.35
Total 394.87 
  - **Pyro processing:** Two lines of total clinker capacity of 3450 TPD.

     - Line-1: 5 stage, double string, Separate-line Calciner kiln of 1750 TPD. (M/s ABL)

     - Line-2: 5 stage, single string, Separate-line Calciner kiln of 1700 TPD (M/s ABL)

  - **Cement Mill:** Three mills of total 1.75 MTPA capacity, ball mill X 3 Nos (M/s ABL) with VRPM

  - **Raw Mill:** Unit-1 ball mill 3.4 m dia x 8.425 m of 75 TPH, Unit-2 ball mill 3.4 m dia x 8.425 m of 75 TPH and Unit-3 ball mill 3.40 m dia x 9.59 m of 78 TPH (M/s ABL)

  - **Coal Mill:** Unit-1 ball mill 2.7 m dia x 4.8 m of 12.0 TPH (M/s Kawasaki) and Unit-2 ball mill 2.8 m dia x 4.2 m of 12.0 TPH (M/s ABL)

  - **Packing Plant (Bag & Bulk):** rotary packer single discharge (120 TPH)- 4 Nos with truck and wagon loading facility. (M/s EEL)

  - Material handling equipment’s, compressor house, Water treatment plant including pumps and pipelines.

  - Coal based **thermal captive power plants** of 15.7 MW capacity.

  - Staff & Workers colony including family accommodation, bachelor accommodation as currently in existence

  • (4) The Packing unit located at Solapur , Maharashtra and, as part of such integrated unit:

  • (i) The plant site measuring 1.20Ha (12000 Square meter) taken on lease from Maharashtra Industrial Development Corporation (MIDC), Solapur.

  • (ii) Rotary packer single discharge (120 TPH)- 1 Nos (M/s EEL) with truck and bulk loading facility with 2 silos of 500 MT.

  • (iii) Packing facility including DG set of 380 KVA, Compressors etc.

  • (iv) Buildings like Administrative office, Technical Office, Stores Building, Canteen etc.

  • (5) The Land at Solapur Maharashtra of 169.60 Ha (419 Acres 4 Gunta) and all related approvals including, permission from Mumbai Tenancy and Agricultural Land Act 1948 vide extended permission letter No. Dl/Land/Permission/41(2010)/2022/C-9078 dated 19/07/2022.

UltraTech Cement Limited 49

Schedule 1A

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

Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
----- End of picture text -----

Village/District Taluka/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 1 627 12 38
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 2 628/1 6 20
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 3 628/2 6 21
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 4 629 14 10
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 5 630/1&2 9 23
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 6 631 7 25
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 7 632/1 14 27
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 8 632/2 1 04
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 9 633 3 23
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 10 634 22 12
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 11 635 16 36
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 12 636 14 27
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 13 637/1&2 29 29
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 14 638 23 12
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 15 639 26 22
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 16 640 21 04
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 17 641/1 5 37
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 18 641/2 4 09
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 19 641/3 5 18
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 20 641/4 16 04
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 21 642 22 11
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 22 643 14 07
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 23 644/1 6 06

50 UltraTech Cement Limited

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Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
----- End of picture text -----

Village/District Taluka/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 24 644/2 13 15
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 25 656 21 05
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 26 657 19 18
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 27 645/1 3 32
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 28 645/2&3 16 25
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 29 650/1 5 31
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 30 650/2 8 20
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 31 651 17 08
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 32 653/1&2 10 13
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 33 654/1, 2&3 25 25
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 34 655 13 27
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 35 658 11 20
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 36 659/1, 2&3 17 24
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 37 665 6 15
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 38 666 30 37
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 39 667/ 1&2 12 27
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 40 913 (2) (Part) 2 13
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 41 908/2A, 2B, 2C
& 2D		 1 26
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 42 620/1 (Part) 0 04
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 43 621 (Part) 1 02
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 44 611 (Part) 3 11
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 45 625 (Part) 2 12
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 46 609 (Part) 2 34
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant &
Machinery)“P&M”		 47 608 (Part) 3 24

UltraTech Cement Limited 51

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Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
Sedam/Gulbarga Sedam/Sedam Factory, Colony & Building (Plant & 48 907 (Part) 1 22
Machinery) “P&M”
Sedam, Karnataka Total 558 35
Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
Satapatnahalli/ Sedam Building 1 Survey No. 6 1 0
Gulbarga
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Village/District Taluka/Hobli Description Sl. GAT NO ACRES - Guntas
No.
----- End of picture text -----

Village/District Taluka/Hobli Description Sl.
No.		 GAT NO ACRES - Guntas
Hotagi/Solapur South Solapur Land 1 381/2A 1.26
Hotagi/Solapur Land 2 373/2 12.3
Hotagi/Solapur Land 3 369/3 6.02
Hotagi/Solapur Land 4 381/1 3.2
Hotagi/Solapur Land 5 387/1 10.37
Hotagi/Solapur Land 6 387/2 10.02
Hotagi/Solapur Land 7 369/1 6.03
Hotagi/Solapur Land 8 369/2 5.36
Hotagi/Solapur Land 9 370/1A 3.01
Hotagi/Solapur Land 10 371/3 5.23
Hotagi/Solapur Land 11 372/3 3.27
Hotagi/Solapur Land 12 371/2 4.22
Hotagi/Solapur Land 13 388/2 5.15
Hotagi/Solapur Land 14 384/4 2.12
Hotagi/Solapur Land 15 29/3/A 2.01
Hotagi/Solapur Land 16 372/2 3.18
Hotagi/Solapur Land 17 388/3 7
Hotagi/Solapur Land 18 376/2 3.22
Hotagi/Solapur Land 19 370/1/B/1 7.03
Hotagi/Solapur Land 20 392/1 6.3
Hotagi/Solapur Land 21 371/1B 1.21
Hotagi/Solapur Land 22 372/1B 1.05
Hotagi/Solapur Land 23 371/1C 1.24
Hotagi/Solapur Land 24 372/1C 1.08
Hotagi/Solapur Land 25 391 12.23
Hotagi/Solapur Land 26 390 2.32
Hotagi/Solapur Land 27 373/1B 4.22
Hotagi/Solapur Land 28 374 17.12
Hotagi/Solapur Land 29 384/2 2.12
Hotagi/Solapur Land 30 384/3 2.12
Hotagi/Solapur Land 31 392/2C 8.3
Hotagi/Solapur Land 32 381/2B 2.03
Hotagi/Solapur Land 33 375/3 3.22

52 UltraTech Cement Limited

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Village/District Taluka/Hobli Description Sl. GAT NO ACRES - Guntas
No.
----- End of picture text -----

Village/District Taluka/Hobli Description Sl.
No.		 GAT NO ACRES - Guntas
Hotagi/Solapur South Solapur Land 34 379/1 3.01
Hotagi/Solapur Land 35 379/2 5.16
Hotagi/Solapur Land 36 376/1 3.22
Hotagi/Solapur Land 37 375/1 3.13
Hotagi/Solapur Land 38 380/1A 3.21
Hotagi/Solapur Land 39 380/1B 2.01
Hotagi/Solapur Land 40 380/2A 2.01
Hotagi/Solapur Land 41 376/3 3.21
Hotagi/Solapur Land 42 29/2/B 3.05
Hotagi/Solapur Land 43 380/2B 3.2
Hotagi/Solapur Land 44 29/3/B 4.05
Hotagi/Solapur Land 45 383/1 3.07
Hotagi/Solapur Land 46 382 2.07
Hotagi/Solapur Land 47 383/2 4.01
Hotagi/Solapur Land 48 392/2/B 10
Hotagi/Solapur Land 49 371/1A 1.21
Hotagi/Solapur Land 50 372/1A 1.05
Hotagi/Solapur Land 51 392/2D 8.31
Hotagi/Solapur Land 52 370/2 15
Hotagi/Solapur Land 53 392/2A 9
Hotagi/Solapur Land 54 375/2 3.13
Hotagi/Solapur Land 55 384/1 2.12
Hotagi/Solapur Land 56 370/1/B/2 7.19
Hotagi/Solapur Land 57 388/1 5.23
Hotagi/Solapur Land 58 29/2/A 3.01
Hotagi/Solapur Land 59 44955 6.06
Hotagi/Solapur Land 60 363/1B 7.02
Hotagi/Solapur Land 61 355/2B 5.06
Hotagi/Solapur Land 62 360/2 2.15
Hotagi/Solapur Land 63 355/4 2.01
Hotagi/Solapur Land 64 363/2 15.14
Hotagi/Solapur Land 65 363/IE 5
Hotagi/Solapur Land 66 355/3A 5.02
Hotagi/Solapur Land 67 363/1C 7.02
Hotagi/Solapur Land 68 355/3B/1 2.25
Hotagi/Solapur Land 69 355/3B/2 2.25
Hotagi/Solapur Land 70 355/2A 5.06
Hotagi/Solapur Land 71 359/2 3.15
Hotagi/Solapur Land 72 359/1 3.16
Hotagi/Solapur Land 73 358/3B 3.01
Hotagi/Solapur Land 74 355/4 1.1
Hotagi/Solapur Land 75 358/3A/1 4.18
Hotagi/Solapur Land 76 358/3A/2 1.15

UltraTech Cement Limited 53

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Village/District Taluka/Hobli Description Sl. GAT NO ACRES - Guntas
No.
----- End of picture text -----

Village/District Taluka/Hobli Description Sl.
No.		 GAT NO ACRES - Guntas
Hotagi/Solapur South Solapur Land 77 385/1 12.2
Hotagi/Solapur Land 78 385/2 10
Hotagi/Solapur Land 79 386 27.35
Hotagi/Solapur, Maharashtra TOTAL 419 Acre 40 Guntas
Village/District Taluka/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 1 310/1 1 30
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 2 356 9 33
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 3 334 - 2 26 4 34
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 297/1 - 0 04
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 354/1 - 2 04
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 4 324, 92, 295,
335		 18 7
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 5 79 - 3 15 9 1
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 84/1 - 5 26
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 6 311 3 9
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 7 110 8 26
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 8 85, 105, 111,
325		 25 38
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 9 569 1 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 10 535 - 1 0 2 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 453/4 - 1 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 11 578 1 29
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 12 442 3 34
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 13 576 3 34
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 14 530 4 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 15 577 4 26
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 16 574 2 29

54 UltraTech Cement Limited

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Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
----- End of picture text -----

Village/District Taluka/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 17 492 1 33
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 18 453/5A 0 35
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 19 533 1 34
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 20 572 3 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 21 453/3 0 17
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 22 579 - 1 19 18 1
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 577/2 - 1 01
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 567 - 15 21
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 23 532 4 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 24 491 1 8
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 25 446 1 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 26 534 1 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 27 83 3 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 28 444 2 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 29 568 - 8 02 17 23
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 570 - 5 25
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 571 - 3 36
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 30 571 1 5
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 31 571 1 4
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 32 571 0 10
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 33 95, 96 9 6
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 34 309 - 4 32 6 22
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 310/2 - 1 30
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 35 89/1 5 34

UltraTech Cement Limited 55

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Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
----- End of picture text -----

Village/District Taluka/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 36 89/2 5 34
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 37 106/2 3 22
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 38 108 1 7
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 39 113 13 26
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 40 99, 101, 104 9 5
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 41 351 5 15
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 42 353, 86/2 8 37
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 43 81/2 4 35
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 44 84/2, 106/1 9 6
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 45 98 3 35
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 46 342/1, 357 2 39
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 47 342/2 4 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 48 334 - 3 31 8 16
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 86/1 - 4 25
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 49 90, 337, 338,
339		 43 19
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 50 93, 94 5 7
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 51 97 6 7
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 52 100 4 12
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 53 102 3 6
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 54 312, 103 3 39
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 55 313 7 35
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 56 316 4 23
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 57 317, 91, 341 22 3
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 58 319 4 19

56 UltraTech Cement Limited

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

Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
----- End of picture text -----

Village/District Taluka/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 59 320 4 23
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 60 322, 109, 333,
355		 6 39
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 61 323 1 6
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 62 327 1 15
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 63 328, 329 5 9
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 64 83, 330, 331 13 0
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 65 354/2, 297/2 2 7
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 66 332 3 31
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 67 336, 296, 112 10 33
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 68 340 2 24
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 69 80 9 20
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 70 322/2, 82 15 36
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 71 87, 88 6 15
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 72 81/1 4 35
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 73 453/3 0 35
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 74 61 - 5 26 8 26
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 77 - 3 00
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 75 54 10 26
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 76 53 7 24
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 77 55 13 34
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 78 56 13 32
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 79 57 4 21
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 80 58 5 11

UltraTech Cement Limited 57

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Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
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Village/District Taluka/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 81 59 - 14 14 18 5
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 64 - 3 31
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 82 85/4 - 0 36 7 32
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 85/5 - 0 24
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 60 - 6 12
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 83 61 - 11 04 15 26
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 85/3 - 4 22
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 84 65 - 0 11 3 13
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 66 - 3 02
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 85 63 3 24
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 86 67 - 5 39 18 12
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 71 - 6 03
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 73 - 5 20
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 74A - 0 30
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 87 70 - 5 39 9 19
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 72 - 3 20
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 88 74B - 0 30 11 22
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 75 - 9 32
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 85/6 - 1 00
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 89 76 10 27
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 90 77 11 37
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 91 78, 79 18 35
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 92 80 14 4
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 93 81 8 21

58 UltraTech Cement Limited

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Village/District Taluka/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
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Village/District Taluka/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 94 81 8 20
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 95 82 - 4 22 9 22
Palakurthi/
Karimnagar(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 85/2 - 5 00
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 96 86 22 39
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 97 87 21 9
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 98 88 9 15
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 99 90 - 0 35 1 34
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 89 - 0 39
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 100 91 7 33
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 101 93 1 7
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 102 345 0 4
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 103 345 0 1
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 104 563 6 11
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 105 62 5 7
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 106 453/5A - 0 35 1 23
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 445 - 0 28
Palakurthi/Karimnagar
(Pedapally)		 Pedapalli Cement Factory, Plant and
Machinery“P&M”		 107 84 - 7 14 7 14
Palakurthi/Pedapalli, Telengana TOTAL 779 27
Village/District Mandal Usage of land Sl. SURVEY NO AREA
No. Acres Gnts
Thakalpalli/Pedapalli Palakurthy Mining 1 1169/B 0 .25 ½
Thakalpalli/Pedapalli Palakurthy Mining 2 114 0 .19 ½
Thakalpalli/Pedapalli Palakurthy Mining 3 190/3 1
Thakalpalli/Pedapalli Palakurthy Mining 4 1165/B 0.26 ¼
Thakalpalli/Pedapalli Palakurthy Mining 5 188 2 .00
Thakalpalli/Pedapalli Palakurthy Mining 6 1165/A 0 .26 ¼
Thakalpalli/Pedapalli Palakurthy Mining 7 1167 1.2
Thakalpalli/Pedapalli Palakurthy Mining 8 114/C 0.2
Thakalpalli/Pedapalli Palakurthy Mining 9 192 3

UltraTech Cement Limited 59

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Village/District Mandal Usage of land Sl. SURVEY NO AREA
No. Acres Gnts
----- End of picture text -----

Village/District Mandal Usage of land Sl.
No.		 SURVEY NO AREA
Acres Gnts
Thakalpalli/Pedapalli Palakurthy Mining 10 190/1 6.02
Thakalpalli/Pedapalli Palakurthy Mining 11 185/E 1.34
Thakalpalli/Pedapalli Palakurthy Mining 12 1169/A 0.25 ½
Thakalpalli/Pedapalli Palakurthy Mining 13 1169/C 0.25 ½
Thakalpalli/Pedapalli Palakurthy Mining 14 114/B 0.2
Thakalpalli/Pedapalli Palakurthy Mining 15 1166 2.11
Thakalpalli/Pedapalli Palakurthy Mining 1154 1.37 ½
Thakalpalli/Pedapalli Palakurthy Mining 16 1167 1.18
Thakalpalli/Pedapalli Palakurthy Mining 17 1186 1.31
Thakalpalli/Pedapalli Palakurthy Mining 18 1165/C 0.26 ½
Thakalpalli/Pedapalli Palakurthy Mining 19 190/6 1
Thakalpalli/Pedapalli Palakurthy Mining 20 1187 4.14
Thakalpalli/Pedapalli Palakurthy Mining 1197 0.27 ½
Thakalpalli/Pedapalli Palakurthy Mining 1200 2.2
Thakalpalli/Pedapalli Palakurthy Mining 1202 3.34
Thakalpalli/Pedapalli Palakurthy Mining 21 185 A 3.35
Thakalpalli/Pedapalli Palakurthy Mining 186 0.31
Thakalpalli/Pedapalli Palakurthy Mining 22 1185/F 1.33
Thakalpalli/Pedapalli Palakurthy Mining 23 1185/F 1.33
Thakalpalli/Pedapalli Palakurthy Mining 24 1157 3.14
Mandal TOTAL 52.05
Thakkalapalli/Pedapalli Palakurthy Mining 1 1167/E 1.12 ½
Thakkalapalli/Pedapalli Palakurthy Mining 2 1185/D 1.33
Thakkalapalli/Pedapalli Palakurthy Mining 3 1152/B 5.13
Thakkalapalli/Pedapalli Palakurthy Mining 4 1167/D 0.25 ½
Thakkalapalli/Pedapalli Palakurthy Mining 0.26 1.11 ½
Thakkalapalli/Pedapalli Palakurthy Mining 5 1168 1.03
Thakkalapalli/Pedapalli Palakurthy Mining 6 1187/A 5.23 ½
Thakkalapalli/Pedapalli Palakurthy Mining 7 1187/B 5.23 ½
Thakkalapalli/Pedapalli Palakurthy Mining 8 1185/C 1.34
Thakkalapalli/Pedapalli Palakurthy Mining 9 1186/3 1.08
Thakkalapalli/Pedapalli Palakurthy Mining 10 1192/B 1.05
Thakkalapalli/Pedapalli Palakurthy Mining 11 1167/F 0.25 ½
Thakkalapalli/Pedapalli Palakurthy Mining 1165/K 0.26 1.11 ½
Thakkalapalli/Pedapalli Palakurthy Mining 12 1153/2 3.32
Thakkalapalli/Pedapalli Palakurthy Mining 13 1169/E2 0.25 ½
Thakkalapalli/Pedapalli Palakurthy Mining 14 1198 1.05
Thakkalapalli/Pedapalli Palakurthy Mining 15 1169/F_CK_ 3.08
Thakkalapalli/Pedapalli Palakurthy Mining 16 1169/E3 0.25 ½
Thakkalapalli/Pedapalli Palakurthy Mining 17 1151/3 1.04
Thakkalapalli/Pedapalli Palakurthy Mining 18 1151/2 1.04
Thakkalapalli/Pedapalli Palakurthy Mining 19 1151/4 1.04

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Village/District Mandal Usage of land Sl. SURVEY NO AREA
No. Acres Gnts
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Village/District Mandal Usage of land Sl.
No.		 SURVEY NO AREA
Acres Gnts
Thakkalapalli/Pedapalli Palakurthy Mining 20 1151/1 1.04
Thakkalapalli/Pedapalli Palakurthy Mining 21 1166/2 2.12
Thakkalapalli/Pedapalli Palakurthy Mining 1157/1 3.15
Thakkalapalli/Pedapalli Palakurthy Mining 22 1151/5 1.04
Thakkalapalli/Pedapalli Palakurthy Mining 23 1168 1.04
Thakkalapalli/Pedapalli Palakurthy Mining 24 179/B 2.39
Thakkalapalli/Pedapalli TOTAL 52.05
Village/District Mandal Usage of land Sl.
No.		 SURVEY NO Admeasuring Extent Admeasuring Extent
Acre Guntas
Thakalapalli/Pedapalli Ramagundam Mining 1 573 9 3
Thakalapalli/Pedapalli Ramagundam Mining 2 52 2 38.5
Thakalapalli/Pedapalli Ramagundam Mining 3 52 2 1
Thakalapalli/Pedapalli Ramagundam Mining 4 44 0 25
Thakalapalli/Pedapalli Ramagundam Mining 5 45 5 20
Thakalapalli/Pedapalli Ramagundam Mining 46
Thakalapalli/Pedapalli Ramagundam Mining 6 69 15 24
Thakalapalli/Pedapalli Ramagundam Mining 7 105 1 23
Thakalapalli/Pedapalli Ramagundam Mining 8 45 5 1
Thakalapalli/Pedapalli Ramagundam Mining 9 96 1 26
Thakalapalli/Pedapalli Ramagundam Mining 95
Thakalapalli/Pedapalli Ramagundam Mining 10 42 0 30
Thakalapalli/Pedapalli Ramagundam Mining 11 42 0 29
Thakalapalli/Pedapalli Ramagundam Mining 12 51 1 28
Thakalapalli/Pedapalli Ramagundam Mining 13 97 12 23
Thakalapalli/Pedapalli Ramagundam Mining 98
Thakalapalli/Pedapalli Ramagundam Mining 14 52 2 38.5
Thakalapalli/Pedapalli Ramagundam Mining 15 44 1 38
Thakalapalli/Pedapalli Ramagundam Mining 16 95 0 27
Thakalapalli/Pedapalli Ramagundam Mining 96
Thakalapalli/Pedapalli Ramagundam Mining 17 44 0 6
Thakalapalli/Pedapalli Ramagundam Mining 18 1190/11 4 1
Thakalapalli/Pedapalli Ramagundam Mining 19 51 1 28
Thakalapalli/Pedapalli Ramagundam Mining 20 52 2 1
Thakalapalli/Pedapalli Ramagundam Mining 21 287 7 34
Thakalapalli/Pedapalli Ramagundam Mining 22 578 2 20
Thakalapalli/Pedapalli Ramagundam Mining 23 352 1 31
Thakalapalli/Pedapalli Ramagundam Mining 24 362 6 20
Thakalapalli/Pedapalli TOTAL 92
GRAND TOTAL 196 ACRE 5 GUNTA

UltraTech Cement Limited 61

Village/District Mandal/Hobli Usage of land Sl. Survey No. Admeasuring Extent Admeasuring Extent
No. Acre Guntas
Bategera/Gulbarga, Sedam,
Karnataka		 Sedam Mining 1 42/3B & 42/3C 4

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Village/District Taluk/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
----- End of picture text -----

Village/District Taluk/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Injepalli/Gulbarga Sedam Mining 1 524/1&2 26 16
Injepalli/Gulbarga Sedam Mining 2 532 33 32
Injepalli/Gulbarga Sedam Mining 3 533/1 & 2 29 32
Injepalli/Gulbarga Sedam Mining 4 534 14 1
Injepalli/Gulbarga Sedam Mining 5 535 8 24
Injepalli/Gulbarga Sedam Mining 6 536 9 21
Injepalli/Gulbarga Sedam Mining 7 537 12 25
Injepalli/Gulbarga Sedam Mining 8 538/1&2 18 24
Injepalli/Gulbarga Sedam Mining 9 539/1&2 12 0
Injepalli/Gulbarga Sedam Mining 10 540 24 30
Injepalli/Gulbarga Sedam Mining 11 541/1 & 2 21 18
Injepalli/Gulbarga Sedam Mining 12 542 11 7
Injepalli/Gulbarga Sedam Mining 13 543 9 17
Injepalli/Gulbarga Sedam Mining 14 545 6 25
Injepalli/Gulbarga Sedam Mining 15 544 7 21
Injepalli/Gulbarga Sedam Mining 16 583 15 34
Injepalli/Gulbarga Sedam Mining 17 584 10 34
Injepalli/Gulbarga Sedam Mining 18 585 19 13
Injepalli/Gulbarga Sedam Mining 19 586 11 18
Injepalli/Gulbarga Sedam Mining 20 1 18 1
Injepalli/Gulbarga Sedam Mining 21 2 11 19
Injepalli/Gulbarga Sedam Mining 22 3 1 4
Injepalli/Gulbarga Sedam Mining 23 7 23 29
Injepalli/Gulbarga Sedam Mining 24 8 3 17
Injepalli/Gulbarga Sedam Mining 25 9/1/2 &/3 7 11
Injepalli/Gulbarga Sedam Mining 26 90 20 10
Injepalli/Gulbarga Sedam Mining 27 85 1 12
Injepalli/Gulbarga Sedam Mining 28 86 0 3
Injepalli/Gulbarga Sedam Mining 29 22 6 32
Injepalli/Gulbarga Sedam Mining 30 23 2 19
Injepalli/Gulbarga Sedam Mining 31 24 7 13
Injepalli/Gulbarga Sedam Mining 32 21 12 6
Injepalli/Gulbarga Sedam Mining 33 20 14 23
Injepalli/Gulbarga Sedam Mining 34 30 6 21
Injepalli/Gulbarga Sedam Mining 35 31 1 29
Injepalli/Gulbarga Sedam Mining 36 32 0 12
Injepalli/Gulbarga Sedam Mining 37 33/1/2 &/3 16 33
Injepalli/Gulbarga Sedam Mining 38 34/1 &/2 24 33

62 UltraTech Cement Limited

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Village/District Taluk/Hobli Usage of land Sl. Survey No. Admeasuring Extent
No. Acre Guntas
----- End of picture text -----

Village/District Taluk/Hobli Usage of land Sl.
No.		 Survey No. Admeasuring Extent Admeasuring Extent
Acre Guntas
Injepalli/Gulbarga Sedam Mining 39 35 8 15
Injepalli/Gulbarga Sedam Mining 40 36 8 11
Injepalli/Gulbarga Sedam Mining 41 37/1 &/2 25 10
Injepalli/Gulbarga Sedam Mining 42 38 17 6
Injepalli/Gulbarga Sedam Mining 43 40 16 7
Injepalli/Gulbarga Sedam Mining 44 19 5 8
Injepalli/Gulbarga Sedam Mining 45 18/1 & 2 5 25
Injepalli/Gulbarga Sedam Mining 46 17/1 &/2 14 2
Injepalli/Gulbarga Sedam Mining 47 16 15 27
Injepalli/Gulbarga Sedam Mining 48 15/1&/2 18 6
Injepalli/Gulbarga Sedam Mining 49 14/1/2/3 &4 20 18
Injepalli/Gulbarga Sedam Mining 50 13 6 11
Injepalli/Gulbarga Sedam Mining 51 12/1/2&/3 15 25
Injepalli/Gulbarga Sedam Mining 52 11 3 29
Injepalli/Gulbarga Sedam Mining 53 10 13 25
Injepalli,Sedam, Karnataka TOTAL 677 24
Village/District Taluk/Hobli Usage of land Sl. Survey No. Admeasuring Extent Admeasuring Extent
No. Acre Guntas
Injepalli/Kalaburgi Sedam Mining 1 28/01 3 39
Injepalli/Kalaburgi Sedam Mining 2 28/02 3 39
Injepalli/Kalaburgi Sedam Mining 3 25/04 3 10
Injepalli/Kalaburgi Sedam Mining 4 26/01 1 30
Injepalli/Kalaburgi Sedam Mining 5 25/02 3 10
Injepalli/Kalaburgi Sedam Mining 6 29/2 6 0
Injepalli/Kalaburgi Sedam Mining 7 29/01 3 10
Injepalli/Kalaburgi Sedam Mining 8 25/03 4 7
Injepalli/Kalaburgi Sedam Mining 9 26/02 1 0
Injepalli/Kalaburgi Sedam Mining 10 29/1 2 27
Injepalli/Kalaburgi Sedam Mining 11 29/1/3 3
Injepalli, Sedam TOTAL 36 12

UltraTech Cement Limited 63

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Village/District Taluka/Hobli Usage of land Sl.No. Survey No. AREA
Acres Gnts
Chincholi/Solapur, MOHOL Mining Plot No T-3 2 acre 96 gunta
Maharashtra in Chincholi
Industrial Area
Village/District Taluka/Hobli Usage of land Sl.No. Survey No. Admeasuring Extent
Acre Guntas
Injepalli/Kalaburgi Sedam Mining 1 55/3 2 0
Injepalli/Kalaburgi Sedam Mining 2 55/1 2 0
Injepalli/Kalaburgi Sedam Mining 3 27/1 0 37
Injepalli/Kalaburgi Sedam Mining 4 27/3 1 28.5111
Injepalli/Kalaburgi Sedam Mining 5 27/5 1 28.5111
Injepalli/Kalaburgi Sedam Mining 6 27/2 2 13
Injepalli/Kalaburgi Sedam Mining 7 582/3 2 9
Injepalli/Kalaburgi Sedam Mining 8 582/2 2 9
Injepalli/Kalaburgi Sedam Mining 9 581/7 1 6
Injepalli/Kalaburgi Sedam Mining 10 591/1 0 21
Injepalli/Kalaburgi Sedam Mining 11 591/2 3 12
Injepalli/Kalaburgi Sedam Mining 12 581/4 1 7
Injepalli/Kalaburgi Sedam Mining 13 581/3 1 29
Injepalli/Kalaburgi Sedam Mining 14 546/6 0 20
Injepalli/Kalaburgi Sedam Mining 15 546/3 1 30
Injepalli/Kalaburgi Sedam Mining 16 546/2B 2 10
Injepalli/Kalaburgi Sedam Mining 17 591/3 1 0
Injepalli/Kalaburgi Sedam Mining 18 591/4 0 21
Injepalli/Kalaburgi Sedam Mining 19 582/1 0 20
Injepalli/Kalaburgi Sedam Mining 20 591/9 0 20
Injepalli/Kalaburgi Sedam Mining 21 591/7 1 31
Injepalli/Kalaburgi Sedam Mining 22 581/6 2 0
Injepalli/Kalaburgi Sedam Mining 23 589/3 2 11
Injepalli/Kalaburgi Sedam Mining 24 589/2 4 0
Injepalli/Kalaburgi Sedam Mining 25 589/1 4 0
Injepalli/Kalaburgi Sedam Mining 26 590/1 4 14
Injepalli, Sedam, Karnataka TOTAL 48 17
Village/District Mandal Usage of land Sl. Survey No. AREA (Acre/ Gunta)
No.
Putnur/Karimnagar, Telengana Ramagundam Mining 1 318,79 TO 133 191 acres
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64 UltraTech Cement Limited

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Village/District Mandal Usage of land Sl. Survey No. AREA (Acre)
No.
----- End of picture text -----

Village/District Mandal Usage of land Sl.
No.		 Survey No. AREA (Acre)
Putnur/Karimnagar, Telengana Ramagundam Mining 1 493, 494, 706,
707, 708 of village
Palakurthy & Putnur		 570 acres
Putnur/Karimnagar Palakuthi Mining 1 1183/5 2
Putnur/Karimnagar Palakuthi Mining 2 1167/G1/1 0.15
Putnur/Karimnagar Palakuthi Mining 3 1167/G2/1 0.15
Putnur/Karimnagar Palakuthi Mining 4 1165/H/1 1.39
Putnur/Karimnagar Palakuthi Mining 5 116/1 0.32
Putnur/Karimnagar Palakuthi Mining 6 116/1 0.32
Putnur/Karimnagar Palakuthi Mining 7 1184/3 2.03
Putnur/Karimnagar Palakuthi Mining 8 1186/2 0.24
Putnur/Karimnagar, Telengana TOTAL 9 acres

FLATS

Sl.
No.		 Description of Properties
1 1841 sq.ft. Ground Floor, South West Wing ‘A’ of Bharat Deluxe Apartments at No. 44/1A & 44/1B, Fair Field Layout, Race Course
Road, Bangalore - 560 001.
2 1838 sq. ft. 2nd Floor, North East Wing ‘C’ of Bharat Deluxe Apartments at No. 44/1A & 44/1B, Fair Field Layout, Race Course
Road, Bangalore - 560 001.
3 912 sq. ft. at 5-9-13 Saifabad, Hyderabad - 500 004 Offce No. 410 Taramandal Complex.
4 1500 sq.ft. Flat situated at Anand Estate 2nd Floor 189A, Sane Guruji Marg, Mumbai - 400 011.
5 1350 sq ft, Flat situated at 3rd Floor, “Ceebras Garden”, Door No. 76, C.P. Ramaswamy Iyer Road Near Kamraj Salai,
Chennai-600028. Sale Deed No. 1741/1991 dated 18.09.1991 by and between Sri. V.N. Narasimhan & Kesoram Industries Ltd.
6 1235 sq ft, Flat situated at 3rd Floor, “Sun Plaza”, Room No.1 , 19 G.N Chetty Road)T. Nagar Chennai-600017.

Schedule 1B

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1. SEDAM
1.1. Factory Building
NO. ASSET DESCRIPTION UNIT NAME
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NO. ASSET DESCRIPTION UNIT NAME
CEMENT PLANT
1 OLD CRUSHER BLDG UNIT 1
2 SECONDARY CRUSHER UNIT 1
3 RAW MILL HOPPERS UNIT 1
4 RAW MCC/INST. LAB UNIT 1
5 RAW MILL BLDG UNIT 1
6 UNIT-I BAG HOUSE(ESP) UNIT 1
7 UNIT-I BAG HOUSE UNIT 1
8 RAW MILL FAN BUILDING UNIT 1
9 PRE HEATER BUILDING UNIT 1
10 COAL MILL BUILDING UNIT 1
11 BLENDING SILO UNIT 1
12 COMP. ROOM ATTACHED TO BLENDING SILO UNIT 1

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NO. ASSET DESCRIPTION UNIT NAME
----- End of picture text -----

NO. ASSET DESCRIPTION UNIT NAME
13 UNIT-I KILN CONTROL ROOM(G.F) UNIT 1
14 COOLER ESP UNIT 1
15 PCC ROOM UNIT 1
16 CLINKER STOCK PILE UNIT 1
17 UNIT-I SUB STATION UNIT 1
18 UNIT-I CEMENT MILL HOPPERS(G.F) UNIT 1
19 CEMENT MILL BUILDING UNIT 1
20 CEMENT MILL MCC/CONTROL ROOM UNIT 1
21 COMPRESSOR ROOM NEAR CEMENT SILOS UNIT 1
22 CEMENT STORAGE SILOS(15.65 M DIA) UNIT 1
23 GUNNY BAGS GODWON(G.F) UNIT 1
24 TRUCK LOADING UNIT 1
25 BULK LOADING UNIT 1
26 PACKING PLANT BUILDING UNIT 1
27 CLOSE CIRCUIT BUILDING(G.F) UNIT 1
28 POLYCOM BUILDING(NEW) (GLF) UNIT 1
29 LOAD CENTER(NEW)G.F UNIT 1
30 WAGON LOADING SHED UNIT 1
31 LATERITE SHEDS(3 Nos.) UNIT 1
32 ADDITIVE STOCK PILE(RCC) UNIT 2
33 RAW MILL HOPPERS(G.F) UNIT 2
34 RAW MILL FAN UNIT 2
35 BAG HOUSE FAN(NEW)G.F UNIT 2
36 RAW MILL BUILDING UNIT 2
37 BLENDING SILO UNIT 2
38 PREHEATER BUILDING UNIT 2
39 CONDITIONING TOWER BESIDE PREHEATER UNIT 2
40 LOAD CENTER BLDG. 2 LC1 UNIT 2
41 COAL MILL BUILDING UNIT 2
42 GRATE COOLER BUILDING UNIT 2
43 GRATE COOLER ESP UNIT 2
44 COOLER ESP FAN UNIT 2
45 GC ESP CHIMNEY UNIT 2
46 CLINKER STOCK PILE UNIT 2
47 2LC BLDG(CCR) UNIT 2
48 CLINKER HOPPER UNIT 2
49 SUB STATION BUILDING UNIT 2
50 GYPSUM HOPPERS UNIT 2
51 CEMENT MILL - MORTOR AREA UNIT 2
52 2LC-3 BUILDING UNIT 2
53 FLY ASH SILO UNIT 2
54 HR SEPARATOR UNIT 2
55 CEMENT STORAGE SILOS(3 NOS) UNIT 2
56 PACKING PLANT BUILDING UNIT 2

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NO. ASSET DESCRIPTION UNIT NAME
----- End of picture text -----

NO. ASSET DESCRIPTION UNIT NAME
57 LATERITE SHEDS UNIT 2
58 UNIT-II COAL SHED(Near Power Plant) UNIT 2
59 2 LC -4 BUILDING UNIT 2
60 WAGON TIPPLER MCC ROOM UNIT 2
61 WAGON LOADING PLAT FORM SHED UNIT 2
62 D.G BUILDING UNIT 2
63 LIME STONE AND COAL STORAGE SHED UNIT 3
64 RAW MATERIAL HOPPERS UNIT 3
65 RAW MILL BUILDING UNIT 3
66 RAW MILL FAN UNIT 3
67 RAW MILL DUCT C.T UNIT 3
68 BAG HOUSE TO CT DUCT SUPPORT UNIT 3
69 SURGE HOPPER UNIT 3
70 BAG HOUSE & LC1 BUILDING UNIT 3
71 BAG HOUSE FAN UNIT 3
72 CHIMNEY TOWER UNIT 3
73 BLENDING SILO UNIT 3
74 PRE HEATER BUILDING UNIT 3
75 CROSS BAR COOLER UNIT 3
76 3LC-2 BUILDING UNIT 3
77 CHIMNEY TOWER UNIT 3
78 CLINKER TANK UNIT 3
79 HOT DISC STRUCTURE UNIT 3
80 CEMENT MILL HOPPERS UNIT 3
81 GYPSUM HOPPERS UNIT 3
82 CLINKER HOPPERS UNIT 3
83 CEMENT MILL BUILDING UNIT 3
84 GYPSUM SHEDS UNIT 3
85 LOAD CENTER - 3LC 3 NEAR CEMENT MILL UNIT 3
86 CEMENT STORAGE SILOS - 3 NOS UNIT 3
87 FLY ASH SILO UNIT 3
88 FLY ASH SILO COMPRESSOR ROOM UNIT 3
89 PACKING PLANT BUILDING UNIT 3
90 WAGON LOADING PLATFORM UNIT 3
91 LIME STONE CRUSHER BUILDING UNIT 3
92 LOAD CENTER BLDG LC-4 UNIT 3
93 ADDITIVE STOCK PILE UNIT 4
94 RAW MILL HOPPERS UNIT 4
95 RAW MILL BUILDING UNIT 4
96 BLENDING SILO UNIT 4
97 PREHEATER TOWER UNIT 4
98 BAGHOUSE BUILDING UNIT 4
99 BAG HOUSE FAN UNIT 4
100 CHIMNEY UNIT 4

UltraTech Cement Limited 67

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NO. ASSET DESCRIPTION UNIT NAME
----- End of picture text -----

NO. ASSET DESCRIPTION UNIT NAME
101 SURGE HOPPER UNIT 4
102 COAL MILL BUILDING UNIT 4
103 GRATE COOLER BUILDING UNIT 4
104 CLINKER TANK UNIT 4
105 GYPSUM SHEDS UNIT 4
106 CEMENT MILL BUILDING UNIT 4
107 CEMENT MILL HOPPERS UNIT 4
108 CEMENT STORAGE SILOS - 3 NOS UNIT 4
109 SUBSTATION UNIT 4
110 OVER HEAD WATER TANK UNIT 4
111 UNDER GROUND WATER TANK UNIT 4
112 COAL CRUSHER BUILDING UNIT 4
113 TRANSFER TOWER(COAL) UNIT 4
114 ADDITIVE TRANSFER TOWER UNIT 4
115 PACKING PLANT BUILDING UNIT 4
116 BULK LOADING UNIT 4
117 TRUCK LOADING UNIT 4
118 WAGON LOADING PLAT FORM UNIT 4
119 TG BUILDING TPH-1
120 BOILER TPH-1
121 ESP TPH-1
122 DM PLANT TPH-1
123 SALT SATURATION TANK TPH-1
124 CLARIFIER TANK TPH-1
125 RAW WATER TANKS(1&2) TPH-1
126 SOFTENING PLANT TPH-1
127 BULK ACID & CAUSTIC TANK AREA TPH-1
128 CBD TANK TPH-1
129 WTP MCC TPH-1
130 RIVER PUMP HOUSE TPH-1
131 DM TANK-1 - M.S TANK TPH-1
132 DM TANK-2 - M.S TANK TPH-1
133 COOLING TOWER TPH-1
134 WATER TANK(GROUND LEVEL)-1 TPH-1
135 WATER TANK(GROUND LEVEL)-2 TPH-1
136 PUMP HOUSE TPH-1
137 NEW COMPRESSOR ROOM TPH-1
138 CHIMNEY FDN TPH-1
139 COAL CRUSHER TPH-1
140 RAW COAL BUNKER TPH-1
141 TRANSFER TOWER TPH-1
142 VGT(VERTICAL GRAVITY TAKE UP) TPH-1
143 TRANSFER TOWER TPH-1
144 REST SHED TPH-1

68 UltraTech Cement Limited

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NO. ASSET DESCRIPTION UNIT NAME
----- End of picture text -----

NO. ASSET DESCRIPTION UNIT NAME
145 TG BUILDING TPH-2
146 BOILER TPH-2
147 ESP TPH-2
148 PUMP HOUSE TPH-2
149 COOLING TOWER TPH-2
150 CHIMNEY TPH-2
151 TG BUILDING TPH-3
152 P&V ROOM TPH-3
153 BOILER TPH-3
154 BUNKER TPH-3
155 ESP TPH-3
156 ID FAN TPH-3
157 FLY ASH SILO TPH-3
158 DM PLANT TPH-3
159 CHEMICAL STORAGE SHED TPH-3
160 HRSCC TPH-3
161 CAUSTIC TANK AREA TPH-3
162 WTP MCC & LAB BUILDING TPH-3
163 COAL SAMPLING ROOM TPH-3
164 DM TANK TPH-3
165 COOLING TOWER TPH-3
166 PUMP HOUSE TPH-3
167 CHIMNEY TPH-3
168 SCREEN BUILDING TPH-3
169 TG BUILDING TPH-4
170 COMPRESSOR ROOM TPH-4
171 BOILER TPH-4
172 BUNKER TPH-4
173 ESP TPH-4
174 ESP MCC TPH-4
175 ID FAN TPH-4
176 FLY ASH SILO TPH-4
177 COARSE ASH SILO TPH-4
178 DM PLANT(SOFTENING PLANT) TPH-4
179 NEUTRALIZATION PIT TPH-4
180 STORM WATER PIT TPH-4
181 WTP MCC TPH-4
182 DM TANK TPH-4
183 COOLING TOWER TPH-4
184 ACC BUILDING TPH-4
185 PUMP HOUSE TPH-4
186 CHIMNEY TPH-4
187 COAL CRUSHER TPH-4
188 RAW COAL BUNKER TPH-4

UltraTech Cement Limited 69

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NO. ASSET DESCRIPTION UNIT NAME
----- End of picture text -----

NO. ASSET DESCRIPTION UNIT NAME
189 COAL HANDLING MCC TPH-4
190 TRANSFORMER TPH-4
191 TG BUILDING TPH-5
192 COMPRESSOR ROOM & MCC TPH-5
193 BOILER BUILDING TPH-5
194 BUNKER TPH-5
195 ESP TPH-5
196 ESP MCC TPH-5
197 ID FAN TPH-5
198 FLY ASH SILO TPH-5
199 DM PLANT(WATER TREATMENT PLANT) TPH-5
200 ACC TPH-5
201 CHIMNEY TPH-5

1.2. Colony and Other Non-Factory Buildings

**Sr. No. ** ASSET DESCRIPTION
1 TIME OFFICE
2 HRD OFFICE
3 SECURITY CONTROL ROOM
4 BIO METIRC OFFICE
5 FIRE ENGINE/AMBULANCE SHED
6 MAIN STORE BUILDING & STORE GODOWN
7 MECHANICAL WORK SHOP
8 ELECTRICAL WORK SHOP
9 TEMPORARY SHEDS- CIVIL STORE
10 CAR SHEDS NEAR MECH WORK SHOP
11 TWO WHEELER SHED
12 WASTE OIL PLATFORM
13 WASTE OIL BARREL STORAGE SHED
14 TWO WHEELER SHED NEAR AUTO GARAGE
15 AUTO GARAGE BUILDING
16 OLD ADM BUILDING
17 WATER TREATMENT PLANT NEAR OLD ADM
18 REFRACTORY SHED
19 WORKERS REST SHED OPP PQC BLDG
20 WOMEN REST SHED
21 PQC BLDG
22 X-RAY BUILDING
23 PACKING PLANT OFFICE
24 UNIT-III PP WORKERS REST SHED
25 EXCISE OFFICE NEAR NEW GATE
26 DORMITORY BLDG.(TRANSPORTERS)
27 INDUSTRIAL CANTEEN
28 SECURITY BARRACKS
29 NEW INDSTRIAL CANTEEN

70 UltraTech Cement Limited

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Sr. No. ASSET DESCRIPTION
----- End of picture text -----

**Sr. No. ** ASSET DESCRIPTION
30 CYCLE SHED NEAR CANTEEN
31 OLD ADM(SBH)OUT SIDE
32 HORTICULTURE OFFICE
33 VTC(NEAR NURSERY)
34 STP BUILDING

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COLONY BUILDINGS
Sr. No. ASSET DESCRIPTION Nos
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COLONY BUILDINGS COLONY BUILDINGS COLONY BUILDINGS
**Sr. No. ** ASSET DESCRIPTION Nos
1 B-TYPE 19
2 C -TYPE(FLAT)2 STORIED) 8
3 C -TYPE 50
4 C- TYPE MODIFIED 2
5 D-TYPE(FLAT) 60
6 D-TYPE LOAD BEARING 98
7 E-TYPE 220
8 F-TYPE 36
9 F-TYPE- II 198
10 G-TYPE 36
11 TYPE -II 42
OTHER BUIDLING STUCTURE OTHER BUIDLING STUCTURE
**Sr. No. ** ASSET DESCRIPTION
1 OLD GUEST HOUSE
2 NEW GUEST HOUSE
3 DORMITORY FOR DRIVERS
4 SERVANTQUARTERS
5 SCHOOL BUILDING
6 SCHOOL LKG BUILDING
7 TEMPLE
8 CHAIRMAN BUNGLOW
9 SERVANTQTRS - 3 NOS
10 MILK DAIRY ROOM
11 MILK DAIRY SHED
12 WORKERS SHEDS
13 LPG GODOWN SHED
14 BATCHELORE MESS
15 R.O PLANT
16 CIVIL OFFICE
17 COLONY SUB STATION
18 ETP FOR STAFFQUARTERS
19 DISPENSARY
20 SHOPPING COMPLEX
21 WORKERS CLUB(30.06 X 17)
22 OPEN STAGE SHED WITH GREEN ROOMS
23 SWIMMING POOL
24 AUDITORIUM
25 STAFF CLUB BUILDING

UltraTech Cement Limited 71

Equipment and Machinery

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Details Line-1 Line-2 Line-3 Line-4
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Details Line-1 Line-2 Line-3 Line-4
Lime Stone Handling System
Lime stone Crusher Yes Yes
Lime Stone Stacker Yes Yes
Lime Stone Reclaimer Yes Yes Yes Yes
Lime Stone Weigh feeder Yes Yes Yes Yes
Corrective Handling System
Corrective Crusher Yes Yes
Corrective Stacker Yes
Corrective Reclaimer Yes
Corrective Weigh feeder Yes Yes Yes Yes
Raw Grinding System
Mill Feed Conveyor Yes Yes Yes Yes
Raw mill Yes Yes Yes Yes
Reject Elevator Yes Yes Yes Yes
Raw Mill Fan Yes Yes Yes Yes
BagHouse Yes Yes Yes Yes
Silo Feed Elevator Yes Yes Yes Yes
Pre-Heater
Stage - I Cyclone Yes Yes Yes Yes
Stage - II Cyclone Yes Yes Yes Yes
Stage - III Cyclone Yes Yes Yes Yes
Stage - IV Cyclone Yes Yes Yes Yes
Stage - V Cyclone Yes Yes Yes Yes
Stage - VI Cyclone — — Yes Yes
PH Fan Yes Yes Yes Yes
Kiln and Accessories
Kiln Yes Yes Yes Yes
PA Fan Yes Yes Yes Yes
Kiln Burner Pipe Yes Yes Yes Yes
Clinker Cooler System
Cooler Fan - 1 Yes Yes Yes Yes
Cooler Fan - 2 Yes Yes Yes Yes
Cooler Fan - 3 Yes Yes Yes Yes
Cooler Fan - 4 Yes Yes Yes Yes
Cooler Fan - 5 Yes Yes Yes Yes
Cooler Fan - 6 Yes Yes Yes Yes
Cooler Fan - 7 Yes Yes Yes Yes

72 UltraTech Cement Limited

Coal Handling and Grinding System
Wagon tippler Yes Yes
Coal Crusher Capacity Yes Yes
Coal Stacker Yes Yes
Coal Reclaimer Yes Yes
Coal Mill Yes Yes Yes Yes
Coal Mill Fan Booster Fan Yes Yes — Yes
Coal Mill Fan Yes Yes Yes Yes
Coal BagHouse Yes Yes Yes Yes
Clinker Handling and Grinding System
Clinker Silo Extraction DPC Yes Yes Yes Yes
Clinker Weigh Feeder Yes Yes Yes Yes
Gypsum Weigh feeder Yes Yes Yes Yes
Cement Mill Feed Conveyor Yes Yes Yes Yes
Cement mill(Roller Press + Ball mill) Yes Yes Yes Yes
Cement Mill BagHouse Yes Yes Yes Yes
BagHouse Fan Yes Yes Yes Yes
Re-Circulation Feed Elevator Yes Yes Yes Yes
Cement Silo Feed Elevator Yes Yes Yes Yes
Cement Packing System
PackingFeed Elevator Yes Yes Yes Yes
Truck loaders/packer Yes Yes Yes Yes
Truck loaders Yes Yes Yes Yes
Wagon loaders Yes Yes Yes Yes
Bulk loadingsystem capacity (Road) Yes Yes Yes Yes
Bulk loadingsystem capacity (Rail) — — — Yes
Water Treatment System Yes Yes Yes Yes
Misc. Others
Cross Belt Analyser
Sub- Station Equipments(Transformers etc.)
Instrumentation(VFDs,DCS,Meganetic Separators etc.)
Truck Unloader
LaboratoryEquipments
Nitrogen Plant
Passenger Lifts
FlyAsh UnloadingSystem
Dense Phase system
Texmaco BCCW Wagons

UltraTech Cement Limited 73

Vehicles (Including Mining Equipment)

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No. Type of Vehicle Reg.No.
----- End of picture text -----

No. Type of Vehicle Reg.No.
1 DUMPER MEP-4452
2 TIPPER KA32-A-2500
3 TIPPER KA32-A-2501
4 TRACTOR &Trailors KA32-8027
5 TATA WATER TANK KA32-3090
6 TRACTOR with Trailor MEP-4701
7 TRACTOR/TRALLY KA-32-M-0903
8 EXPLOSIVE VAN KA-32-3866
9 FIRE TENDER KA-32-5902
10 TRACTOR with Trailor KA-32-M-1194
11 TRACTOR with Trailor KA-32-M-3266
12 MOB.W/S.VAN KA-32-6224
13 TATA TIPPER KA-32-A-1157
14 TRACTOR MAHINDRA KA-32-7756
15 HERO HONDA KA-32-R-0069
16 HERO HONDA KA-32-Q-9848
17 HERO HONDA KA-32-R-0025
18 DUMPER KA-32-M-4312
19 DUMPER KA-32-M-4314
20 TLM CRANE KA-32-M-4317
21 HYD.MOB.CRANE KA-32-M-4318
22 DUMPER KA-32-M-4319
23 BAR LOADER 2021 KA-32-M-4320
24 FORK LIFT KA-32-M-4321
25 DUMPER KA-32-M-4322
26 CAT.PILLAR LOADER KA-32-M-4324
27 LOADER KA-32-M-4325
28 VIBRATORY COMPACTOR KA-32-M-4331
29 CAT.PILLAR LOADER KA-32-M-4586
30 HYD.MOB.CRANE KA-32-M-4585
31 DIESEL BROWSER KA-32-A-3754
32 HERO HONDA KA-32-R-3898
33 COMMONDER JEEP. KA-32-M-4692
34 MOB.CRANE KA-32-M-4901
35 COMMONDER JEEP. KA-32-M-5104
36 TATA TIPPER(TRUCK) KA-32-A-6098
37 TATA BUS KA-32-A-6028
38 EICHER TRUCK AP-28-W-9103
39 TRUCK AP-28-Y-9657
40 HERO HONDA PASIO KA-32-S-2534
41 HERO HONDA PASIO KA-32-S-2535
42 DUMPER KA-32-M-5779
43 DUMPER KA-32-M-5792

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No. Type of Vehicle Reg.No.
----- End of picture text -----

No. Type of Vehicle Reg.No.
44 DUMPER KA-32-M-5793.
45 DUMPER KA-32-M-5794
46 BOBCAT PAYLOADER KA-32-M-5547
47 T.V.S XL KA-32-S-4556
48 CATTER 950 WHEEL L KA-01-MD-1227
49 SWEEPING MACHINE KA-32-A-7457
50 HM CRANE KA-32-M-5869
51 TATA TIPPER HYVA KA-32-A-7614
52 HYDR.M.CRANE KA-32-M-6042
53 TATA MINI TRUCK KA-32-A-8379
54 DUMPER(KOMATSU KA-32-M-7188
55 EXCAVAT.LOADER KA-32-M-7185
56 H.G.V. KA-32-A-8592
57 BABCAT PAYLOADER KA-32-M-6533
58 TATA TIPPER HYVA KA-32-A-9037
59 TATA TIPPER HYVA KA-32-A-9038
60 DUMPER KOMATSU KA-32-M-7186
61 DUMPER KOMATSU KA-32-M-7187
62 FORK LIFT KA-32-M-6927
63 TATA ACE/MINI TRUC KA-32-A-9298
64 FORK LIFT KA-32-M-7297
65 TATA VAN 207 KA-32-A-9571
66 TATA VAN 207 KA-32-A-9653
67 AMBULANCE KA-32-A-9488
68 BULERO JEEP KA-32-M-7078
69 HERO HONDA KA-32-U-8463
70 MAHINDRA SAVARI KA-32-M- 7245
71 SWEEPING MACHINE KA-32-A-9801
72 PAY LOADER KA-32-M-7316
73 HERO HONDA KA-32-V-0665
74 XCMG CRANE KA-32-M-7506
75 EXPLOSIVE VAN KA-32-B-0061
76 HERO HONDA KA-32-V-5633
77 BACKHOC LOADER KA-32-M-7889
78 CAT-LOADER KA-32-M-7973
79 HERO HONDA KA-32-S-3099
80 MARUTHI ALTO MH-13-AH-0703
81 TRACTOR KA-32-M-8240
82 EXPLOSIVE VAN KA-32-B-2038
83 TATA 207 KA-32-M-8850
84 950WHEEL LOADER KA-32-M-9335
85 CAR AP-13-Q-9222
86 CAR TOYOTA INNOVA AP-13-R-4304
87 SCHOOL BUS KA-32-B-2215

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No. Type of Vehicle Reg.No.
----- End of picture text -----

No. Type of Vehicle Reg.No.
88 TATA-JCB LOADER KA-32-M-9216
89 TATA DIES.BROWSER KA-32-B-2787
90 BULERO PLUS JEEP KA-32-M-9416
91 TRACTOR KA-32-B-3426
92 DUST SEPERATIONM KA-32-B-3647
93 DULEVO SWEEPING KA-32-N-0164
94 DULEVO SWEEPING KA-32-N-0165
95 TATA PICK.VAN 207 KA-32-B-4455
96 T.V.S. SCOOTY KA-32-EA-2097
97 PASSION PRO KA-32-EA-2096
98 PASSION PRO KA-32-EA-8348
99 SPRINKLER TANKER KA-32-B-6425
100 INNOVA 2.5G8S KA-22-P-7430
101 SCHOOL BUS KA-32-B-7013
102 AMBULANCE KA-32-B-7090
103 MINI BUS KA-32-B-7222
104 SWEEPING MACHINE KA-32-B-7807
105 JCP EXCAVA.LOADER KA-32-B-8144
106 SWEEPING MACH. KA-32-B-8411
107 SWEEPING MACH 3D KA-32-B-8412
108 SWEEPING MACH 3D KA-32-B-8413
109 BABCAT STEER LOAD. KA-32-B-8611
110 KOMATSU W.LODER KA32-B-9487
111 ELECTRIC FORKLIFT NOT-Reistered
112 SKODA SUPERB CAR AP-13-AE-7212
113 SKODA SUPERB CAR AP-13-AE-7885
114 PASSAT(MT)CAR AP-13-AE-8242
115 HOND CITY CAR AP-13-AF-9339
116 SKODA LAURA CAR AP-13-AA-0909
117 CAR INNOVA 2.5 V(M) KA-32-N-8440
118 CHEVROLET CRUZ AP-13-AG-2791
119 MAHINDRATRACTOR & KA 32 C 5725
120 BOLERO CAMPER KA 32 C 5768
121 TRACTOR MAHINDRA KA 32 C 5858
122 TAT XENON PICKUP KA-32-C-6420
123 TATA STAR BUS ULTRA KA-32-C-7263
124 TPS 3D SWEEPING MACH. KA-32-C-7813
125 TPS 3D SWEEPING MACH. KA-32-C-7815
126 FIRE TENDER KA-32-C-9160
127 TPS SWEEPING MACH. KA-32-C-9232
128 BOLERO JEEP SLE KA-32-P-0915
129 SKODA SUPARB AP-13-AE-0909
130 HONDA CITY CAR AP-15-AW-9009
131 SPLENDOR NXG MCYCLE KA-32U-5858

76 UltraTech Cement Limited

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No. Type of Vehicle Reg.No.
----- End of picture text -----

No. Type of Vehicle Reg.No.
132 SANTA FE CRDI AUTO BSIV TS-13 EA 2748
133 VENTO 1.6 CR(M)TRENDLINE TS-09-FF-6997
134 B M W 320 D BS-IV WB-02-AR-9112
135 JEETA 2.0L CRTDI 103KW TS-09-FF-7599
136 MAHINDRA BOLERO B6(O)BS-IV KA32Z1223
137 TATA YODHA CREW CABIN 4X2 BSVI KA32AA1683
138 ALS AMBULANCE KA32AA3123
139 MAHINDRA PICKUP ADV VEHICLE KA32AA7007
140 EXCAVATOR-6 —
141 EXCAVATOR-7 —
142 EXCAVATOR-8 —
143 EXCAVATOR-9 —
144 DOZER – 3 —
145 DRILL – 1 —
146 DRILL - 3 —
147 DUMPER – 26 —
148 DUMPER – 27 —
149 DUMPER – 28 A-1 —
150 DUMPER – 29 BN-5 —
151 DUMPER – 30 BN-6 —
152 TPS 3D SWPING MACHINE —
153 LOCO SAN-DL-343 —
154 LOCO BHEL-450HP —
155 LOCO BHEL-450HP —
156 LOCO BHEL-700 HP(TPP) —
157 LOCO BHEL-700 HP(TPP) —
158 DOZER BEML-D-155A1 —
159 DOZER BEML-D-355A3 —
160 DOZER CAT-D8R —
161 DOZER KOMATSU-D155A-5 —
162 DOZER BEML-D-155A1 —
163 FORK LIFT(ELECTRICAL) —
164 TOP TEC no1 —
165 TOP TEC no2 —
166 ATLAS COMPRESSOR —

UltraTech Cement Limited 77

2. BASANTNAGAR 2.1. Factory Building

ASSET DESCRIPTION

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S. No. Name of Assets REMARKS
----- End of picture text -----

ASSET DESCRIPTION
S. No. Name of Assets REMARKS
1 Crushers - Primary —
2 Crusher bldgs-secondary —
3 Crushers -Teritiary —
4 Coal Mill - 1 & 2 —
5 Coal Mill -3 —
6 R-mill bldg1 & 2 —
7 R-Mill bldg-3 —
8 R-mill Sub stn bldg —
9 R-mill Silos- 6 Nos —
10 PackingPlant silos-6 Nos —
11 VC Flyash Silos - 6 Nos —
12 Kiln-1 ESP bldg —
13 Kiln-2 ESP bldg —
14 Compressor House —
15 Coal Mill compressor house —
16 Preheater bldg1&2 —
17 Preheater bldg-3 —
18 Cement Mill bldg1 &2 —
19 Cement mill bldg-3 —
20 Elect. 6.6KV sub stn —
21 Eelc. 132.KV sub stn —
22 P.Plant bldg-1,2,3 &4 —
23 R&D Building —
24 Engineeringbldg-2(Portico) —
25 ADM bldg —
26 Occupational Health centre —
27 Fire Room —
28 Baba Godown —
29 Crane Gauntry —
30 Ball Shed(Grindingmedia storege) —
31 Gypsum shed —
32 Clinker shed —
33 Highgrade shed —
34 Hematite shed —
35 Latrite shed —
36 Lowgrade lime stone shed —
37 Old canteen build —
38 Old canteen build.2 —
39 Oldgarage —
40 Work shop —
41 New Hazardous shed —

78 UltraTech Cement Limited

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S. No. Name of Assets REMARKS
----- End of picture text -----

S. No. Name of Assets REMARKS
42 Coal crusher shed —
43 Coal crusher shed -2 —
44 Mechanical storege shed —
45 Gas Godown Main road side —
46 New Garage shed —
47 Garage shed & Offce —
48 Loadingshed —
49 Bags lift builg —
50 Rest shed —
51 Time offce &Securityoffce —
52 Personnel offce —
53 Civil Enggoffce —
54 Civil store shed —
55 Civil wood shed —
56 Civil Flyash Brick shed —
57 Kiln brick storage shed —
58 Carparkingshed —
59 Main stores build —
60 Civilpaint shed —
61 Fabrication shed —
62 P.Plant loadingshed(old) —
63 P.Plant loadingshed(New) —
64 Old D.G.Set Bldg —
65 Pregrinder bldg —
66 Brick storage shed-coalmill —
67 Crusher sub stn —
68 Crusher Rest shed —
69 Crusher compressor —
70 New Rest Room-Gate —
71 Brick shed nearpetrolpump (time offce back side) —
72 Industrial Canteen —
73 Wagon Loading —
POWER PLANT
1 TG Building —
2 Power house securitybldg —
3 6.6 KV HT room —
4 Coolingtower —
5 Coal sheds-1 —
6 Coal sheds-2 —
7 Coal crusher bldg —
8 TPH Sub Store —
9 Mech.fabrication shed —
10 Instrumentationpannel room —

UltraTech Cement Limited 79

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S. No. Name of Assets REMARKS
----- End of picture text -----

S. No. Name of Assets REMARKS
11 FlyAsh Silos —
12 ESP bldg —
13 Chimney —
14 Boiler & Bunker —
15 Electrical Room —
16 CW PumpHouse —
17 MCC Room —
18 Water Tank Sump —
19 DM Water Storage tank-2Nos —
20 Salt Store Room —
21 Storage water Pit —
22 Nutrilization waterpit —
23 Bulk caustic tank& Acid —
24 Reservior —
S. No. Name of Assets REMARKS
QUARRY WORKSHOP(MINES)
1 Rest Room First aid —
2 Water Sprinkler Room —
3 Ammonia nitrate room —
4 Magazine —
5 Magazine tower —
6 Sub station Mines —
7 Time offce —
8 New Rest Room —
9 Old Rest Room —
10 ADM Block —
11 VT Centre & Stores offce —
12 Old Work shop —
13 New Dumper shed —
14 Welding& Oil Room —
15 Mines Stores stock room —
16 Double storied bldg(G.foor) —
17 Rear workshopshed —
18 Shovel store room —
19 Old Ammonia nitrate shed —
20 Ammonia truck loadingshed —
21 Maingate Lunch room —
22 SecurityCheckpost —
23 Cycleparkingshed —

80 UltraTech Cement Limited

2.2. DETAILS OF BUILDINGS & STRUCTURE (STAFF COLONY QTRS, QUARY W/S & PUBLIC BUILDING)

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S. No. ASSET ASSET DESCRIPTION
Number
----- End of picture text -----

S. No. ASSET ASSET DESCRIPTION
Number
STAFF COLONY
1 A-Type 1
2 B-Type 10
3 B-10 1
4 B-5,9 & 17 3
5 B-4 1
6 B-7 1
7 B-14/A 1
8 B-14/B 1
9 C-type 12
10 C-type Extn(9Nos) 9
11 D0-01 Extn(1 No) 1
12 D0 8
13 D-type Extn 22
14 D-type 40
15 C1- Extn 6
16 C1-Type Qtrs 84
17 D1- Qtrs Extn 68
18 D1 type old Qtrs 54
19 D1 type New Qtrs 88
20 Servant Qtrs 7
21 Poojari Qtrs 3
22 Poojari Qtrs New 1
WORKERS COLONY
22 L-type Qtrs 150
23 E-type Qtrs 52
24 M-type Qtrs 84
25 F-type Qtrs 24
26 G-type Qtrs 60
27 H-type Qtrs 48
28 J-type Qtrs 48
29 Poojariqtr J-type 1
30 Oriya Barriksqtrs 2
PUBLIC BUILDINGS
31 Sub station Colony 1
32 Basant Dham 1
33 Basant Vihar(DB) 1
34 Old Jr. Guest house 1
35 Ajanta Guest House 1
36 IMS School 1
37 Sai Temple 1
38 Stores Bldg 1
39 Staff Club 1

UltraTech Cement Limited 81

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S. No. ASSET ASSET DESCRIPTION
Number
40 Temple 1
41 Bank bldg 1
42 Bank Qtrs 9
43 Fruit Garden office 1
44 Sadana Bhavan 1
45 RO Plant 1
46 Filter Plant 1
47 STP 1
48 Pump House 1
49 GYM bldg 1
50 Swimming Pool 1
51 Shivalayam temple 1
52 J-type Temple 1
53 T.Medium School 1
54 Workers Club 1
55 Filter Plant 3
56 Gunny Godown 1
57 Union Office 1
58 ESI Bldg 1
59 Transport Offices bldg 1
60 Drivers Rest Shed 1
61 Gas Godown 1
62 Sub stn E-type 1
63 Super Market 16
64 Hammer welding shed 1
DAIRY FARM
65 Cow shed-1 1
66 Cow shed-2 1
67 Bull shed 1
68 Caugh shed 1
69 Servants qtrs 01 bldg 1
70 Garden Room 1
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CIVIL DEPT:

Plant and Machinery

**Sr. No. ** Asset Descriptions Number
71 FlyAsh brick machine -unit 1
72 Sewage Treatmentplant 1
73 RO water Plant(2000 LPH) 1
74 Manual Alto material liftingMachine 1
75 Manual Open wells silt removal Crane 1

82 UltraTech Cement Limited

Plant Equipment

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Details Line-1 Laine-2
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Details Line-1 Laine-2
Lime Stone Handling System
Lime stone Crusher
i. PrimaryCrusher- 1 no Yes
ii. SecondaryCrusher- 2 no’s Yes
iii. TertiaryCrusher- 3 no’s Yes
Lime Stone Push feeder Yes
Laterite crusher Yes
Raw Grinding System
Mill Feed Conveyor Yes Yes
Raw mill- 3No’s Yes Yes
Reject Elevator Yes Yes
Raw Mill Fan Yes Yes
BagHouse Yes Yes
Silo Feed Elevator Yes Yes
Hot Air fans Yes Yes
Separators and Fans Yes Yes
Pre-Heater
Stage - I Cyclone Yes Yes
Stage - II Cyclone Yes Yes
Stage - III Cyclone Yes Yes
Stage - IV Cyclone Yes Yes
Stage - V Cyclone Yes Yes
MFC Yes Yes
PH Fan Yes Yes
Baghouse& fans Yes Yes
Kiln and Accessories
Kiln Yes Yes
PA Fan Yes Yes
Kiln Burner Pipe Yes Yes
Clinker coolers Yes Yes
Clinker Cooler System
Cooler Fan - 1 Yes Yes
Cooler Fan - 2 Yes Yes
Cooler Fan - 3 Yes Yes
Cooler Fan - 4 Yes Yes
Cooler Fan - 5 Yes
ID fans Yes Yes
Clinker breakers Yes Yes
Hydraulic statins Yes Yes
Cooler ESP Yes Yes
Coal Handling and Grinding System
Coal Crusher Yes
Coal Mill-2 No’s Yes Yes

UltraTech Cement Limited 83

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Details Line-1 Laine-2
----- End of picture text -----

Details Line-1 Laine-2
Separators and Fans Yes Yes
Coal Mill Fan Booster Fan Yes Yes
Coal Mill Fan Yes Yes
Coal BagHouse Yes Yes
Clinker Handling and Grinding System
Crane Granty/EOT cranes Yes
Clinker Weigh Feeder Yes Yes
Gypsum Weigh feeder Yes Yes
Cement Mill Feed Conveyor Yes Yes
Cement mill(Ball mill- 3 No’s) Yes Yes
Cement Mill BagHouses Yes Yes
BagHouse Fan Yes Yes
Re-Circulation Feed Elevator Yes Yes
Cement Silo conveyor belts Yes Yes
fyash silos Yes Yes
Separators and Fans Yes Yes
Cement Packing System
PackingFeed Elevator-4No’s Yes
Packer-4No’s Yes
Truck loaders-6 no’s Yes
Wagon loaders - 8 No’s Yes
Bulk loadingsystem capacity (Road) Yes
Water Treatment System/Reservoir Yes
Misc. Others
Sub- Station Equipments(Transformers etc.) Yes
Instrumentation(VFDs,DCS,etc.) Yes
Truck Unloader Yes
LaboratoryEquipments Yes
Passenger Lifts Yes
FlyAsh UnloadingSystem Yes
CPP
Water Treatment System/Reservoir Yes
Turbinegenerator Yes
Coal handlingsystem Yes
Ash handlingsystem Yes
ESP Yes
Boiler Yes
Water cooled condenser Yes
Coolingtower Yes

84 UltraTech Cement Limited

Vehicles

CEMENT PLANT OWN VEHICLES

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S. No. Make/Model & Variant Vehicle Type
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S. No. Make/Model & Variant Vehicle Type
1 Tata 32 Seater Bus School Bus
2 Ambulance Force Ambulance
3 Toyota Innova SUV
4 Hero Splendor Motor Cycle
5 Honda Accord CAR
6 Hero Super Splendor Motor Cycle
7 Hero CBZ Motor Cycle
8 Nissan Sunny Car
9 Toyota Altis Car
10 Hero Splendor Byke Motor Cycle
11 Honda Activa Moped
12 passionpro BIKE
13 Tata DCM DCM/VAN
14 Mahindra Agri Tractor Tractor
15 Tata 1612 Truck
16 Tata 1612 Water Tanker
17 Tata ACE Van Van
18 Hero Super Splender Motor Cycle
19 Hero Super Splendor Motor Cycle
20 Mahindra Jeep Jeep
21 Yamaha Gladiator Motor Cycle
22 Mahindra Bolero Bolero
23 Mahindra Bolero Bolero
24 Ashok Leyland Explosive Van
25 Ashok Leyland Explosive Van
26 Mahindra Jeep Jeep
27 Mahindra Jeep Jeep
28 Mahindra Bolero Bolero
29 Mahindra Tractor Tractor Blade
30 Tata Tanker Diesel Tanker
31 Mahindra Tractor Blade Tractor
32 Mahindra Arjun Tractor
33 Tata 407 Maint. Truck
34 Tata 1210E Water Tanker
35 Tata 1613 TC Water Tanker
36 Tata 807 Explosive Van
37 Tata LPT 709 EX Maint. Truck
38 Mahindra Mini Bus Mini Bus
39 Tata 1613 Dust Extractor
40 Mahindra 605 di Tractor
41 TOYOTA INNOVA SUV
42 HONDA SHINE BIKE

UltraTech Cement Limited 85

MINES

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S. No. Asset Descriptions Remarks
----- End of picture text -----

S. No. Asset Descriptions Remarks
1 BEML Dozer D155 NO-1 —
2 BEML Dozer D155 NO-2 —
3 BEML Dozer D155 NO-A1 —
4 IBH-10 IR DRILL NO-2 —
5 IBH-10 IR DRILL NO-A1 —
6 IBH-10 IR DRILL NO-4 —
7 IBH-10 IR DRILL NO-5 —
8 L&T 300CK POCLAIN NO-4 —
9 L&T 300CK POCLAIN NO-8 —
10 L&T 300CK POCLAIN NO-10(POC-N1) —
11 L&T 300CK POCLAIN NO-11(POC-N2) —
12 L&T 300CK POCLAIN NO-12(POC-NA1) —
13 BEML BH35-2 DUMPER NO-1 —
14 BEML BH35-2 DUMPER NO-2 —
15 BEML BH35-2 DUMPER NO-4 —
16 BEML BH35-2 DUMPER NO-7 —
17 BEML BH35-2 DUMPER NO-8 —
18 BEML HK35-2 DUMPER NO-14 —
19 BEML HK35-2 DUMPER NO-15 —
20 BEML HK35-2 DUMPER NO-16 —
21 BEML HK35-2 DUMPER NO-17 —
22 72-71B TEREX PAY LOADER NO-2 —
23 20-71 HM PAY LOADER NO-A1 —
24 BEML HK35-2 DUMPER NO-4,WATER TANKER —
25 ASHOK LEYLAND 1613 WATER TANKER —
26 TATA 709 MAINTENANCE TRUCK —
27 TATA 407 MAINTENANCE TRUCK —
28 MAHENDRA JEEP —
29 MAHENDRA BOLERO(AP-15AJ-7785) —
30 MAHENDRA BOLERO(AP-15AJ-7776) —
31 MAHENDRA BOLERO(TS-22-3949) —
32 TATA EXPLOSSIVE VAN(AIM-5339) —
33 ASHOK LEYLAND E-COMET EXPLOSSIVE VAN(AP15Y-5399) —
34 ASHOK LEYLAND 1613 ANFO MIXER —
35 MAHENDRA ARJUN TRACTOR-1 —
36 MAHENDRA ARJUN TRACTOR-2 —
37 MAHENDRA ARJUN TRACTOR-A1 —
38 TATA 907 EX DIESEL TANKER —
39 KIRLOSKAR MOBILE LIGHTING TOWER —
40 ATLAS COMPRESSOR XAH-210 —
41 YAMAHA BIKE —
42 LHP HAMMER DISMANTLING MACHINE —
43 CHAMPION HYDRAULIC PRESS —

86 UltraTech Cement Limited

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S. No. Asset Descriptions Remarks
----- End of picture text -----

S. No. Asset Descriptions Remarks
44 MYSORE LATHE M/C-1 —
45 MYSORE LATHE M/C-2 —
46 MYSORE LATHE M/C-3 —
47 ELFCO VERTICAL DRILLING M/C —
48 KOBRA POWER HACK SAW —
49 NITROGEN FILLING STATION WITH LG COMPRESSOR —
50 GODREJ FORK LIFT(TYRE HANDLER) —
51 EMPIRE EOT CRANE —
52 ADOR WELDING GENERATOR —
53 SIMPSON MOBILE WELDING GENERATOR —
54 HSD FUEL PUMP-1 —
55 HSD FUEL PUMP-2 —
56 HSD FUEL PUMP-A1 —
CEMENT PLANT GARAGE VEHICLES
1 Laoders 4 No’s
2 Dozer 2 No’s
3 Loco 2 No’s
4 T.P.S VAC 3D 2 No’s
5 T.P.S TRUCK 1 No
6 HYDRA ESSCORT 1NO
7 JCB 3DX Model: 19.11.09 1NO
8 GENERATOR ENGINE(KILN) 1NO
9 GENERATOR ENGINE(TPH) 1NO
10 BOB CAT 1NO

3. Captive Power Plant Equipment – Sedam Unit

Details Line-1 Line-2 Line-3 Line-4 Line-5
Coal Handling System Yes Yes Yes Yes Yes
Coal reclaimer Yes Yes Yes Yes Yes
Coal conveyingbelts Yes Yes Yes Yes Yes
Coal crusher Yes Yes Yes Yes Yes
Coal bunkers Yes Yes Yes Yes Yes
Ash Handling System Yes Yes Yes Yes Yes
APH ash conveyingsystem System Yes Yes Yes Yes Yes
Economiser ash conveyingsystem System Yes Yes Yes Yes Yes
ESP ash conveyingsystem Yes Yes Yes Yes Yes
PDpump Yes No Yes No Yes
Bed ash coolers Yes Yes Yes Yes Yes
Boiler Yes Yes Yes Yes Yes
ID Fan Yes Yes Yes Yes Yes
FD Fan Yes Yes Yes Yes Yes
PA Fan Yes Yes Yes Yes Yes

UltraTech Cement Limited 87

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Details Line-1 Line-2 Line-3 Line-4 Line-5
----- End of picture text -----

Details Line-1 Line-2 Line-3 Line-4 Line-5
Coal feeders Yes Yes Yes Yes Yes
Boiler feedpump Yes Yes Yes Yes Yes
Steam Turbine Yes Yes Yes Yes Yes
CWP Yes Yes Yes Yes Yes
ACWP Yes Yes Yes Yes Yes
CEP Yes Yes Yes Yes Yes
MOP Yes Yes Yes Yes Yes
AOP Yes Yes Yes Yes Yes
Mainoil tank Yes Yes Yes Yes Yes
HP heater Yes Yes Yes Yes Yes
LP heater Yes Yes Yes Yes Yes
Condensor Yes Yes Yes Yes Yes
Water cooled Condensor Yes Yes Yes Yes Yes
Fans Yes Yes Yes Yes Yes
Pumps Yes Yes Yes Yes Yes
DM Plant Yes Yes Yes Yes Yes
Softner Yes Yes Yes Yes Yes
ROplant Yes Yes Yes Yes Yes
Pumps Yes Yes Yes Yes Yes
Clarifer Yes Yes Yes Yes Yes
ESP Yes Yes Yes Yes Yes
Rappers Yes Yes Yes Yes Yes
Collecters Yes Yes Yes Yes Yes
Emitters Yes Yes Yes Yes Yes
Air cooled condensor
Fans No No No Yes Yes
Pumps No No No Yes Yes
Compressors
Service air compressor Yes Yes Yes Yes Yes
Instrument air compressor Yes Yes Yes Yes Yes

88 UltraTech Cement Limited

4. Solapur Packing Unit Details

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Details Capacity Qty.
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Details Capacity Qty.
Plant & Machinery
Cement silo - Each one for PPC and 53 500 T 2
Rotopacker - 8 spouts,single discharge -FLS 120 TPH 1
Belt Bucket Elevator - Aumund 150 TPH 1
Truck loading- FLS 90 TPH 1
Bulk loading-FLS 150 TPH 1
Packer main bagflter 25000 m3/hr 1
Silo bagflter 6000 m3/hr 2
Compressors for cement conveying-ML 200 34.3M3/MIN 2
Compressors for operation -UP5-15 2.41M3/MIN 2
Roots blowers - Silo extraction & aeration -76 AC 6.95M3/MIN 3
Roots blowers - Bin aeration -55/47/AC 5.2M3/MIN 1
Buildings
Stores/Bags Godown — —
Admin Block & Technical Offce — —
Workers Shed,Transporters Rest Room,Workers Rest Room,Work Shop — —
Canteen Building — —
PackingPlant Building — —
Compressor Room — —
Toilet Block — —

Any property acquired by the Demerged Company after approval of the Scheme by the respective Boards of the Parties till the Effective Date, pertaining to the Cement Business division shall be a part of the Demerged Undertaking.

UltraTech Cement Limited 89

SCHEDULE 2

Details of NCDs of the Demerged Company listed on BSE as on the date of the Board of the Demerged Company approving the Scheme:

Particulars Description
ISIN INE087A07651
No of NCDs 16035
Face value per NCDs 9,27,700
Bid Opening Date 15.03.2021
Bid Closing Date 15.03.2021
Date of Allotment 16.03.2021
Redemption price means such amounts as would provide the debenture holders with an XIRR of 20.75% per annum
excluding taxes and additional interest 1, as detailed in the debenture documents.
Redemption date Final maturity date, scheduled redemption date as per terms of redemption or any date on which
debentures are redeemed/prepaid voluntarily or mandatorily
Terms of redemption Date
Redemption amount (in INR Crore)
(being the face value of debentures)
31-May-21
-
31-Aug-21
-
30-Nov-21
55.00
28-Feb-22
-
31-May-22
-
31-Aug-22
-
30-Nov-22
-
28-Feb-23
-
31-May-23
-
31-Aug-23
30.47
30-Nov-23
30.47
29-Feb-24
30.47
31-May-24
30.47
31-Aug-24
44.90
30-Nov-24
44.90
28-Feb-25
81.78
31-May-25
81.78
31-Aug-25
81.78
30-Nov-25
81.78
28-Feb-26
1009.70
Total
1,603.50
 In addition to the face value of the debentures, the Issuer shall pay redemption premium on such
debentures(calculated as on the relevant due date)on the redemption date.
Redemption of debentures shall be made upon payment by the Issuer of all Debenture obligations,
including all accrued redemption premium.

90 UltraTech Cement Limited

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Particulars Description
----- End of picture text -----

Particulars Description
Debenture obligations:
means all present and future monies, actual or contingent (and whether incurred alone or jointly
and whether as principal or surety or in any other capacity), debts and liabilities owing or incurred,
from time to time, by the obligors to the debenture trustee under or pursuant to the terms of the
debenture documents (or any one of them), and including without limitation the following amounts
and any other amounts payable with respect to the debentures:
(i) the face value of debentures;
(ii) all applicable cash coupon, additional interests, default interest, redemption premium,
make whole return;
(iii) any claim for breach of representation, warranty or undertaking or an event of default or under
any indemnity given under or in connection with the debenture documents;
(iv) all further advances or fnancial accommodation from time to time made available under
any debenture document; and
(v)all costs and expensespayable under or in connection with the debenture documents
Redemption premium/
discount		 means such amounts as would provide the debenture holders with an XIRR of 20.75% per annum
excluding taxes and additional interest 1, as detailed in the debenture documents.
Redemption amount In respect of a debenture being redeemed, an amount equal to the aggregate of the:
(i) debenture outstanding;
(ii) due but unpaid cash coupon;
(iii) the default interest; and
other amounts due and payable in relation to such debentures or under the debenture documents
or arising out of any indemnity and/or guarantee provided by the obligors under any debenture
document.
Coupon rate 1-18 month – 9.10% p.a. payable monthly
19-36 month– 11.30% p.a. payable monthly
37thmonth-onwards – 13.10% p.a. payable monthly
Additional interest 1: 2.71% payable upfront
Additional interest 2: 7.80% payable upfront
Additional interest 3: 1.78% payable within 12 months from deemed date of allotment.
additional interest 4: 3.99% payable within 12 months from deemed date of allotment.
additional interest 4 is payable only upon certain conditions as may be mutually agreed
between the issuer and the debenture trustee.
Coupon frequency Monthly
Credit Rating ICRA has assigned a rating of BB+
Call option Not applicable
Latest audited fnancials
along with notes to
accounts and any audit
qualifcations		 Refer to following URL on the website of the Demerged Company:
https://www.kesocorp.com/DOCS/annual-report.php
Certifcate from auditors
of the Demerged Company
on non-applicability of
requirement to obtain
certifcate on payment/
repayment capability of
the Resulting Company
against NCDs		 Refer paragraph 5 of the certifcate in following URL on the website of the Demerged Company:
https://www.kesocorp.com/DOCS/scheme-of-arrangement-2023.php
Fairness opinion on share
swap ratio		 Refer to following URL on the website of the Demerged Company:
https://www.kesocorp.com/DOCS/scheme-of-arrangement-2023.php

UltraTech Cement Limited 91

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Particulars Description
----- End of picture text -----

Particulars Description
Early redemption scenario
details		 The Demerged Company may voluntarily redeem the debentures prior to the lock-in period by paying
(i) face value of debentures; (ii) cash coupon that would have accrued to the debenture holders
in relation to the debentures being redeemed during the lock-in period and redemption premium
that would have accrued at the expiry of the lock-in-period, less any cash coupon and redemption
premium which has already been paid to the debenture holders in relation to such debentures
till such date of redemption; and (iii) Default Interest (if applicable), costs, charges and any other
monies/ amounts due and payable to the debenture holders, their trustees, agents or advisors under
the debenture documents in relation to the debentures being redeemed.
Further, following scenarios (more specifcally elaborated in the debenture trust deed) are considered
as mandatory redemption events: (i) sale of assets; (ii) capital infusion in the Demerged Company;
and(iii)change of control of the Demerged Company.
Put date Not applicable
Put price Not applicable
Call price Not applicable
Call date Not applicable
Put notifcation time Not applicable
Call notifcation time Not applicable

SCHEDULE 3

MDETAILS OF INTELLECTUAL PROPERTY FORMING PART OF DEMERGED UNDERTAKING

The details of the intellectual properties of the Demerged Company which form part of the Demerged Undertaking as on the date of the Board of the Demerged Company approving the Scheme include the following:

DETAILS OF TRADE MARK

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Sr. No. Brand Name Trade Mark No. Valid Upto
1 VASAVADATTA CEMENT 2438509 06-12-2032
2 BIRLA SHAKTI CEMENT 43 GRADE 2732162 06-05-2024
3 BIRLA SHAKTI CEMENT -TRUSTED TECHNOLOGY SOLID STRENGTH 2732163 06-05-2024
4 BIRLA SHAKTI CEMENT 1700492 18-06-2028
5 BIRLA SHAKTI (Word) 1700493 18-06-2028
6 BIRLA SHAKTI CEMENT 2675751 10-02-2024
7 BIRLA SHAKTI 2520605 26-04-33
8 BIRLA Fix Mix 3127922 16-12-2025
9 BIRLA SHAKTI CEMENT, VASAVADATTA CEMENT-53 GRADE, K KESORAM (Device) 2732161 06-05-2024
10 BIRLA SHAKTI CEMENT Trusted Technology - Solid Strength (SHAKTI+) 3653602 10-10-2027
11 BIRLA SHAKTI CONCRETE 2775726 17-07-2024
12 BIRLA SHAKTI CEMENT CONQUERETE 5143841 23-09-2031
Sr. No. New Application- Common Brand Application No. Application Date
1 KESORAM SUPER PLAST – Non Refractory Plaster & Brick Mortar Concentrate 6056692 08-08-2023
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Any brand/ trademark/ copyright and any other intellectual property right applied / acquired/ created by the Demerged Company after approval of the Scheme by the respective Boards of the Parties till the Effective Date, pertaining to the Cement Business division shall be a part of the Demerged Undertaking.

92 UltraTech Cement Limited

SCHEDULE 4 PRINCIPAL TERMS AND CONDITIONS FOR ISSUE OF RPS OF THE RESULTING COMPANY

Issuer The ResultingCompany
Type of instrument Cumulative non-convertible redeemablepreference shares of the ResultingCompany
Face value INR 100
Coupon Rate 7.3%per annum
Tenure 3 months from the date of allotment
Redemption The ResultingCompanyshall redeem RPS of the ResultingCompanyat INR 101.825
Listing The RPS of the ResultingCompanywill not be listed on anystock exchanges
Taxation The allotment, dividend, redemption amount of RPS of the Resulting Company, are subject to Taxes
including any withholding / deduction as may be applicable in accordance with provisions of Income
Tax Act as amended from time to time
Lock in Period There is no lock in for the RPS of the ResultingCompany

UltraTech Cement Limited 93

SCHEDULE 5

Details of NCDs of the Resulting Company listed on NSE as on the date of the Board of the Resulting Company approving the Scheme:

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Particulars Description
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Particulars Description Description Description Description
ISIN INE481G07190 INE481G08065 INE481G08081 INE481G08099
No of NCDs 5000 2500 2500 10000
Face value per NCDs INR 10,00,000 INR 10,00,000 INR 10,00,000 INR 10,00,000
Bid Opening Date 18th August 2016 31st May 2019 18th February 2020 4th January 2021
Bid Closing Date 18th August 2016 31st May 2019 18th February 2020 4th January 2021
Date of Allotment 22nd August 2016 4th June 2019 20th February 2020 5th January 2021
Redemption price INR 10,00,000 INR 10,00,000 INR 10,00,000 INR 10,00,000
Redemption date 21st August 2026 4th June 2024 20th February 2025 29th December 2023
Terms of redemption Bullet repayment on maturity
Redemption premium/ discount Redemption at par
Redemption amount INR 500 Crores INR 250 Crores INR 250 Crores INR 1000 Crores
Coupon rate 7.53% 7.64% 6.68% 4.57%
Coupon frequency Annually Annually Annually Annually
Credit Rating CRISIL AAA / Stable IND
AAA / Stable		 CRISIL AAA / Stable CRISIL AAA / Stable CRISIL AAA / Stable
Call option Not applicable Not applicable Not applicable Not applicable
Latest audited fnancials along with
notes to accounts and any audit
qualifcations		 Refer to following URL on the website of the Resulting Company:
https://www.ultratechcement.com/investors/fnancials
Auditors’ certifcate certifying the
NCDs payment/ repayment capability
of the Resulting Company		 Refer to following URL on the website of the Resulting Company:
https://www.ultratechcement.com/investors/corporate-governance#scheme-of-
arrangement
Fairness opinion on share swap ratio Refer to following URL on the website of the Resulting Company: https://www.
ultratechcement.com/investors/corporate-governance#scheme-of-arrangement
Put options Not applicable
Early redemption scenario details Not applicable
Put date Not applicable
Put price Not applicable
Call price Not applicable
Call date Not applicable
Put notifcation time Not applicable
Call notifcation time Not applicable

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Annexure II

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Annexure III

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Annexure V

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Annexure VI(A)

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Annexure VI(B)

SUMMARY OF THE JOINT VALUATION REPORT ALONG WITH BASIS OF VALUATION

  1. UltraTech Cement Limited (“UltraTech”) engaged Bansi S. Mehta Valuers LLP, Registered Valuer having Registration No. IBBI/RV-E/06/2022/172 and Kesoram Industries Limited (“KIL”) engaged PwC Business Consulting Services LLP, Registered Valuer having Registration No. IBBI/RV-E/02/2022/158, (collectively referred as “Joint Valuers”) for jointly undertaking and advising the fair share exchange ratio for the proposed demerger of cement business of KIL into UltraTech.

  2. A joint share exchange ratio report dated 30[th] November, 2023 (“Joint Valuation Report”), was issued by the Joint Valuers, inter-alia, recommending the fair share exchange ratio for the proposed demerger of cement business of KIL into UltraTech, as stipulated in the Scheme of Arrangement (by way of Demerger) among UltraTech Cement Limited and Kesoram Industries Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (“Scheme”).

  4. The summary as submitted by the Joint Valuers of the Joint Valuation Report is as under:

The fair share exchange ratio has been arrived at on the basis of a relative valuation of the equity shares of UltraTech and KIL (hereinafter jointly referred as “Companies” and individually referred to as “Company”) based on the methodologies explained in the Joint Valuation Report and various qualitative factors relevant to each Company. As stated in the Joint Valuation Report, the Joint Valuers have adopted a combination of the Income Approach – DCF Method, Market Price Method, Comparable Transaction Multiple Method and Comparable Companies Multiples Method, as deemed appropriate by them, to arrive at the fair equity share exchange ratio of 1 (One) equity share of UltraTech of 10/- each, fully paid-up for every 52 (Fifty-Two) equity shares of KIL of 10/- each, fully paid-up (“Share Exchange Ratio”).

  1. UltraTech appointed ICICI Securities Limited (“ICICI Securities”) (SEBI Registration No. INM000011179) and KIL appointed DAM Capital Advisors Limited (“DAM Capital”) (SEBI Registration No. INM000011336), both SEBI registered Category 1 Merchant Bankers, to provide their respective independent opinions to the Board of Directors of the respective companies on the fairness of Share Exchange Ratio arrived at by the Joint Valuers, from a financial point of view.

  2. ICICI Securities and DAM Capital, submitted their respective fairness opinions vide their reports dated 30[th] November, 2023 certifying that the Share Exchange Ratio provided in the Joint Valuation Report is fair.

  3. The Joint Valuation Report issued by the Joint Valuers and the fairness opinion provided by ICICI Securities was approved by the Board of Directors of UltraTech at its meeting held on 30[th] November, 2023.

  4. The Joint Valuation Report issued by the Joint Valuers and the fairness opinion provided by DAM Capital was approved by the Board of Directors of KIL at its meeting held on 30[th] November, 2023.

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Annexure VII

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Annexure X

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Annexure XII

DETAILS OF ONGOING ADJUDICATION & RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN, IF ANY, AGAINST ULTRATECH CEMENT LIMITED (“THE COMPANY”), ITS PROMOTERS AND DIRECTORS

The Company and Directors:

  1. An application was filed by Sanjay Mishra (“Complainant”) against the Company and the Managing Director before the Chief Judicial Magistrate, Bhadodi, Gyanpur (“CJM”) under section 156(3) of the Code of Criminal Procedure, 1973 (“CrPC”) for alleged fraud by the Company. The CJM passed an order dated 22 November 2022 (“Order”) and held that investigation by the police is not required and ordered registration of a complaint under section 200 of the CrPC. The complainant filed a revision application before the District and Sessions Court, Bhadohi for setting aside the Order. The matter is currently pending.

  2. The relevant unit head of the Company received a notice from the court of district judge-1 and the additional sessions judge, Warora, Chandrapur district, Maharashtra (“ASJ Court”) in relation to criminal revision application (“Application”) filed by Vinod Khobragade and others (“Appellants”) against the relevant tehsildar, collector, collector (stamp), Directorate of Mining and Geology, officials at the state ministry, the Company and its officials, including the Chairman, who is also a promoter of the Company. The Application has been filed by the Appellants being aggrieved by order dated 30 September 2022 (“Order”), passed by the Judicial Magistrate, First Class, Warora (“Judicial Magistrate”). The Order was passed in relation to a criminal complaint (“Complaint”) which was filed against the Company and others under section 3 of the Scheduled Castes and the Scheduled Tribes (Prevention of Atrocities) Act, 1989 (“SC/ST Act”), read with sections 34, 120(B), 409, 420, 431, 468, 470 and 471 of the Indian Penal Code, 1860. The primary allegation was that a land was transferred illegally to a private party, Manikgarh Cement Works (a manufacturing unit of the Company) against the concerned Tehsildar, Collector (Stamp), Directorate of Mining and Geology and officials at the relevant state ministry. The Judicial Magistrate by means of the Order rejected the complaint on the ground that the alleged offences are required to be tried by special courts under section 14 of the SC/ST Act and directed the Appellants to approach the appropriate court. The matter is currently pending.

  3. Jaiprakash Associate Limited (“JAL”) filed a claim on 23 October 2022 (“Claim”) before an arbitral tribunal (“Tribunal”) against the Company in relation to interpretation of a master implementation agreement (“Agreement”) executed between JAL and the Company along with a scheme of arrangement (“Scheme”) to settle a dispute in relation to the JP Super plant and mines situated in certain forest land. Out of the total sale consideration, the Company held back an amount of Rs.1,000 crores (“Holdback Amount”) which was to be paid after satisfaction of a condition subsequent requiring JAL to obtain approval from the National Green Tribunal and the National Wildlife Board (“Condition Subsequent”). Redeemable preference shares of Rs. 1,000 crores were issued by the Company to JAL for the Holdback Amount. JAL alleged non-completion of the condition subsequent within the prescribed timeline in accordance with the Agreement and claimed that damages were payable owing to the wrongful withholding of JP Super plant and aforesaid mines by the Company beyond the stipulated period and loss of reputation and goodwill of JAL. Therefore, JAL sought delivery of possession of JP Super Plant and Mines which was transferred to the Company by means of the Scheme to itself, or alternatively payment of redemption proceeds of the aforesaid redeemable preference shares. The Company filed its statement of defence along with counter claims on 14 December 2022. The Tribunal passed an order dated 3 October 2023, disposing of applications filed by JAL and the Company and issuing directions, subject to the final order passed by the Tribunal. The matter is currently pending.

  4. The Company had acquired the Cement Business of Century Textiles & Industries Ltd. (“CTIL”) by way of Scheme of Arrangement in 2019. CTIL had earlier executed 4 mortgage deeds from 2013 to 2015 in the office of Joint Sub-Registrar Mumbai, Maharashtra, inter alia, in respect of properties situated in Raipur, Chhattisgarh for obtaining a loan facility from Banks. Subsequently, Joint Registrar Mumbai under section 65 of Registration Act, 1908 issued Memorandums dated 17 April 2015 to the District Registrar/ Collector of Stamps, Raipur (“Collector”) intimating about execution of 4 mortgage deeds in Mumbai. The Collector, Raipur issued show cause notice under the Stamp Act for payment of deficit stamp duty payable in State of Chhattisgarh on the Mortgage Deeds and passed an order for payment of deficit Stamp Duty of Rs. 65.29 crores which was challenged by CTIL before Board of Revenue. The Revision filed was dismissed by Board of Revenue on 29 August 2017 affirming the order passed by the Collector and directed to initiate proceedings for recovering differential stamp duty. Aggrieved by the said order CTIL filed Writ Petition High Court, Bilaspur Chhattisgarh which were allowed vide common order dated 11.11.2019 (“impugned order”). The State of Chhattisgarh filed an SLP against the impugned order. After the acquisition of CTIL’s Cement Business, the Company filed its counter affidavit in the matter. The matter is currently pending before the Supreme Court. Since the high court has passed an order in the Company’s favour, as on date there is no demand.

  5. Government of Madhya Pradesh, Department of Energy (“Electricity Dept.”), published a notification dated 12 November 1992 (“Notification”) exempting wholly any person, industry or class of industry who generate electrical energy by generating set / power plant of capacity as specified, from payment of Electricity Duty, for a period as specified, subject to certain conditions. Pursuant to the notification, a demand for Rs. 13,46,40,197/- as Electricity Duty on electricity units generated/consumed on new 11 MW Thermal power plant was raised for the period 30 March 2006 to March, 2011. This demand was challenged vide WPC 688/2013 before Hon’ble Chhattisgarh High Court (“the Court”) wherein the Court directed Secretary, Energy to give opportunity

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of hearing to the Company. In pursuance, a representation was filed and argued, against which Secretary, Energy dismissed the representation and confirmed demand as valid. In pursuance of above order, Chief Electrical Inspector issued a notice of demand vide letter dated 7 June 2016 to pay Rs 13.46 crores as Electricity duty and Rs 24.46 crores. as interest aggregating to Rs. 37.92 crores (“Demand”) up to 30 June 2016 (Total interest calculated as on 31 March 2024 is Rs. 49.77 crores) failing which RCC will be issued. The Company vide WPC 1655/2016 challenged the demand before the Court. and the Court granted stay on the demand vide order subject to the Company paying 25% the amount demanded by the Electricity Dept. The Company has paid Rs. 3.36 crores under protest. The matter is currently pending before the Court.

6.

7.

Department of Energy, Madhya Pradesh published a notification dated 12 November 1992 (“Notification”) granting 5 years of Electricity Duty exemption benefit to industry or class of industry who install and generate electrical energy from power plant. Later, the Government of Chhattisgarh also adopted the said notification. Pursuant to the notification, the Company applied before the Chief Electrical Inspector to avail Electricity duty exemption benefit on energy generated by 25 MW captive power plant. The Company was granted exemption from electricity duty for a period of 5 years from 1 September 2008 to 31 August 2013 on setting up of the thermal power plant with the capacity of 25 MW. Later, the Electricity Department of State Government stating that exemption was wrongly granted to the Company demanded exemption availed, amounting to Rs. 27.40 crores as electricity duty and Rs. 71.80 crores as interest (calculated as on 31 March 2024) stating that the exemption certificate from payment of Electricity Duty was granted on 2 December 2010 in pursuance of notification dated 6 November 1992. However, the said notification was cancelled after issuance of notification dated 11 December 2008 by the State Government and was not available to provide the benefit of exemption. The Company filed Writ Petition (WP No. 566 of 2016) before the Chhattisgarh High Court (“the Court”) challenging the said demand. The Court vide order dated 2 March 2016 granted stay on the demand subject to the Company paying 25% the amount demanded by the Electricity Department. The Company paid Rs. 6.83 crores under protest. The matter is currently pending before the Court.

The Company acquired the assets of Jaiprakash Associates Limited (“JAL”) and Jaypee Cement Corporation Limited (“JCCL”) in the state of Madhya Pradesh, Uttar Pradesh, Andhra Pradesh, Uttarakhand, and Himachal Pradesh in terms of Scheme of Arrangement (“Scheme”). The aforesaid Scheme was approved by Hon’ble National Company Law Tribunal Mumbai (“NCLT Mumbai”) vide order dated 15 February 2017 and National Company Law Tribunal, Allahabad (“NCLT Allahabad”) vide order dated 2 March 2017. The Scheme was declared effective by the Company, JAL and JCCL on 29 June 2017. Meanwhile, Collector of Stamps, Siddhi issued notice to UTCL u/s 48 (b) of Stamp Act on 24 February 2020 for recovery of deficiency in stamp duty on the NCLT Allahabad order. The Company filed its reply and submitted that the Stamp Duty has been rightly paid on the NCLT Mumbai order and benefit of capping is available to Company as the instrument was presented in the State of Madhya Pradesh on 24 October 2017. The Collector, Siddhi rejected the Company’s argument and issued order dated 24 October 2020 directing the Company to deposit Rs. 297.66 crores towards deficient stamp duty. Madhya Pradesh High Court vide order dated 25 November 2020 granted stay on recovery of amount claimed towards stamp duty. The matter is currently pending before the HC.

8. Custom duties, Central Excise Duty, Service Tax and GST

There are various pending litigations for various matters relating to customs duties, central excise duty, service tax and GST involving demands of Tax Rs.875.91 crores (Total Rs.2,515.06 crores including interest and penalty).

VAT, Sales Tax, Central Sales Tax and Entry Tax

There are various pending litigations for various matters relating VAT, sales tax, central sales tax and entry tax involving demands of Tax Rs.533.33 crores (Total Rs.1,572.37 crores including interest and penalty).

A new legislation was enacted by the Government of Madhya Pradesh which empowered both the state government and local bodies to levy tax on the entry of goods into local areas (“Entry Tax”) in Madhya Pradesh (“Tax Legislation”). Aggrieved by certain amendments to the tax legislation and notifications passed under the Tax Legislation, Century Textiles and Industries Limited (“CTIL”) filed a writ petition before the High Court of Madhya Pradesh. The High Court by its order dated 15 May 2008 (“Order”) dismissed the Writ Petition CTIL filed a special leave petition against the order in the Supreme Court on a question of law challenging the validity of the enhanced rate of entry tax from 1% to 5%. Interim relief was granted by way of an order dated 15 September 2008 by the Supreme Court and CTIL was directed to make payment of 50% of the accrued tax liability/ arrears and furnish a bank guarantee in respect of the balance 50%. The division bench of the Supreme Court by way of an order dated 18 December 2008 referred the issue of levy of Entry Tax under state enactments to a nine-judge bench. By its order dated 11 November 2016, the nine-judge bench observed that States are well within their right to design their fiscal legislations to ensure that the tax burden on goods imported from other states and goods produced within the State fall equally. The Supreme Court further held that such measures would not contravene Article 304(a) of the Constitution of India. However, amongst other questions, the question of whether levy of entry tax in the present case satisfies the aforementioned tests was left to be determined by the regular benches hearing the matters. Accordingly, the Company, which acquired the Cement Business of CTIL filed a writ petition before the High Court praying, inter alia , for quashing of certain notifications issued under the Tax Legislation. The matter is currently pending.

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The Company’s liability on account of amendment to section 8(5) of the Central Sales Tax Act, 1956 arose due to non-submission of Form-C which was interpreted on the basis of a circular dated 10 June 2008 (“Circular”). The Circular provided that in case of interstate sale, exemption can be availed only on submission of the relevant Form-C and in case the sale is made without such Form-C, the concerned exempted unit would not be eligible to avail the aforesaid exemption. The Company filed a writ petition before the High Court of Madhya Pradesh (“High Court”) challenging the Circular. The aforesaid writ petition was dismissed by way of order passed by the High Court dated 7 February 2012. Against this order of the High Court, the Company filed a special leave petition before the Supreme Court of India (“SC”). By way of an order dated, 21 March 2012, the Supreme Court granted stay on the order of the High Court dated 7 February , 2012 until any further order. The matter is currently pending.

9. Income Tax:

  • i. There are various ongoing tax disputes with Income Tax authorities which are pending adjudication at various levels (i.e. CIT(A), Tribunals, and High Courts). These tax disputes mainly pertain to the disallowance of claim of tax holiday, tax treatment of capital receipts, and other expenses claimed by the Company.

  • ii. Many of these tax disputes and /or disallowances are recurring in nature which has been raised by the revenue authorities consistently in the assessments in the past.

  • iii. As of 31 March 2024, the disputes pending in the appeals before various appellate authorities involve tax amounts aggregating to Rs.4,010 crores. In most of these appeals, the Company is the respondent since it has received favourable rulings from the appellate authorities i.e. CIT(A) or Tribunal. Based on the interpretation of the law and legal opinions obtained, the Company strongly believes that its position will be upheld by the higher forum/Courts, and such appeals will be decided in its favour.

10.

Before regulatory authorities:

  • i. The Competition Commission of India (“CCI”) passed an order dated 20 June 2012 (“Order 1”) against the Cement Manufacturers Association and 11 cement manufacturers including the Company alleging contravention of sections 3(3)(a) and 3(3)(b) read with section 3(1) of the Competition Act, 2002 (“Act”) and accordingly imposed a penalty.

On appeal filed, the Competition Appellate Tribunal (“COMPAT”) by its order dated 11 December 2015 set aside the aforesaid CCI order. The CCI by its order dated 31 August 2016 (“Order 3”) held that the abovementioned parties operated to control both the price and the supply of cement and directed the parties to cease and desist from such actions and thereby imposed a penalty of Rs. 1,449.51 crore (which includes the penalty imposed on Century Textiles and Industries Limited, the cement business of which was acquired by the Company). The Company filed an appeal before the COMPAT which passed an interim order dated 21 November 2016 (“Interim Order”) staying the operation of order dated 31 August 2016. Thereafter the matter was transferred to the National Company Law Appellate Tribunal (“NCLAT”). The NCLAT dismissed the appeal by way of its order dated 25 July 2018 (“NCLAT Order”). The Company filed an appeal against the NCLAT Order in the Supreme Court of India (“SC”). The Supreme Court by its order dated 5 October 2018, stayed the NCLAT Order and directed that the Interim Order remain in effect. Consequently, the Company deposited an amount of Rs.144.95 crore i.e., 10% of the penalty of Rs. 1,449.51 crores. A similar matter is also pending before the Supreme Court the erstwhile UltraTech Nathdwara Cement Limited a wholly-owned subsidiary of the Company on which a penalty of ` 167.32 crore was levied out of which Rs.16.73 crores equivalent to 10% of the penalty amount has been deposited. These matters are currently pending.

  • ii. The Competition Commission of India (“CCI”) passed an order dated 19 January 2017 (“Order”) on the basis of information filed by the Director, Supplies & Disposals, Haryana against seven cement companies including the Company for allegedly colluding with each other to rig the bid in a certain notice inviting tender and allegedly violating provisions of section 3(1) read with section 3(3)(d) the Competition Act, 2002 and imposed a penalty of Rs.68.30 crores on the Company. The Company filed an appeal against the Order before the Competition Appellate Tribunal (“COMPAT”). COMPAT on 25 April, 2017 passed an interim order staying operation of the Order. The matter has now been transferred to the National Company Law Appellate Tribunal, New Delhi and is currently pending.

  • iii. The Competition Commission of India (“CCI”) passed an order dated 1 July, 2019 (“Order”), on the basis of certain complaints received by the CCI against certain cement manufacturing companies (“Cement Companies”) alleging sudden and unexplained increase in cement prices by the cement companies and cartelization amongst them. By way of the Order, the CCI directed the Director General (“DG”) to investigate the aforesaid matter. The DG submitted its report on 1 July, 2022 (“Report”). The CCI by way of its order dated 5 July, 2022 recorded that the DG had filed confidential and non-confidential versions of the Report and decided to forward a copy of the non-confidential version of the Report to a total of 21 opposing parties including the Company. The CCI also directed the opposite parties to file their suggestions / objections to the Report. In compliance with the aforesaid direction, the Company has filed its suggestions/ objections before the CCI. The matter is currently pending.

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Promoters:

  1. Gogineni Anil Kumar filed a private complaint before the II Additional Chief Metropolitan Magistrate, Hyderabad against Vodafone Idea Limited, Mr. Kumar Mangalam Birla, and other officials under Sections 120-B, 420, 406 and 506 of the IPC for allegedly de-activating the SIM card of the Complainant causing monetary loss and mental agony to the Complainant and requested the Magistrate to refer the Complaint to proper police station for the purposes of investigation. The Magistrate forwarded the Complaint to the Abid Road Police Station, Hyderabad (“Abid Road P.S.”) under Section 156(3) of the CrPC for investigation. Thereafter, an FIR was registered at the Abid Road P.S. on 19 March 2013. Following the investigation conducted by a Sub-Inspector of Police, a final report dated 30 May 2013 was submitted to the Magistrate referring the matter as “Mistake of Fact”. Subsequently, the Complainant filed a protest petition before the Magistrate and thereafter, the Magistrate took cognizance of the matter pursuant to an order dated 22 December 2014 (the “Impugned Order”) and issued summons to the Accused. Aggrieved, the Accused filed a criminal revision petition before the Metropolitan Sessions Judge, Hyderabad and prayed for setting aside the Impugned Order. Thereafter, the IV Additional Metropolitan Session Judge, Hyderabad pursuant to order dated 27 June 2016 (the “Session Order”) allowed the revision petition. Thereafter, the Complainant filed criminal revision petition before the High Court of Andhra Pradesh and Telangana, at Hyderabad, to set aside the Session Order and confirm the Impugned Order. The matter is currently pending.

  2. Sushil Sharma filed a complaint before the Chief Judicial Magistrate, Lucknow against Mr. Kumar Mangalam Birla and certain directors and officers of our Company and our erstwhile subsidiary Idea Mobile Commerce Services Limited for offences under Sections 419, 420, 467, 468, 471, 500, 504 and 506 of the IPC alleging that the Complainant was terminated from service without giving sufficient cause by the Accused on 17 June 2015. The matter is currently pending.

  3. An FIR has been lodged on 16 October 2013 by the Central Bureau of Investigation (“CBI”) against P.C. Parakh, the then Secretary, Ministry of Coal, Mr. Kumar Mangalam Birla, Hindalco Industries Limited, and other unknown persons/officials, in relation to allocation of Talabira II & III coal blocks to HIL. The Supreme Court of India (“Supreme Court”), vide its order dated 1 April 2015, has stayed the cognizance order passed by Special CBI Court despite closure report filed by CBI. The Supreme Court has also stayed further proceedings in the matter. The matter is currently pending.

  4. Ashima Das, a broking client of Aditya Birla Money Limited filed a complaint (“Complaint”) against inter alia Mr. Kumar Mangalam Birla on 17 July 2012. She alleged that she incurred a loss of 0.5 million in addition to an earlier loss of 1.9 million by way of unauthorized purchase and sale of securities in her trading account by a franchisee of ABML. This matter is currently pending before the 5[th] Additional Chief Judicial Magistrate, Alipore, Kolkata. Thereafter, ABML filed criminal revision petitions at the Calcutta High Court, seeking to quash this Complaint on 28 September 2012 and sought for a stay on all further proceedings in the said matter. The said petition has been admitted and all further proceedings in this matter have been stayed by the Calcutta High Court. The matter is currently pending.

  5. Charanjeet Singh, one of the customers of Aditya Birla Finance Limited had filed a complaint against Mr. Kumar Mangalam Birla, Mr. S.K. Mitra and Mr. Ashish Goel, an ex-employee of the Lucknow branch and the erstwhile branch manager in the Court of the Metropolitan Magistrate, Kanpur, respectively, for cheating, mischief and causing damage under Sections 417, 418, 419 and 420 of the IPC, in relation to a hire purchase transaction of ABFL. Subsequently, ABFL filed a criminal miscellaneous petition on behalf of inter alia Kumar Mangalam Birla before the High Court at Allahabad (“High Court”) under section 482 of the CrPC against Charanjeet Singh. The High Court granted a stay on the proceedings before the Court of the Metropolitan Magistrate, Kanpur vide its order dated October 16, 2003, which was vacated by the High Court vide its order dated 21 April 2018. The matter is currently pending.

  6. An FIR has been registered under Sections 120(A), (B), 415, 418, 420, 463, 464, 465 of the IPC, pursuant to the order passed by the Court of Additional Chief Metropolitan Magistrate Andheri Mumbai under section 156(3) of CrPC, on the basis of a criminal complaint (“Complaint”) filed by certain policyholders, Sushil Bafna and Urvija Bafna (“Complainant”) against certain officials of Aditya Birla Sun Life Insurance, including Mr. Kumar Mangalam Birla. The Complainant alleged that there has been misappropriation of funds / monies in various insurance policies issued by ABSLI. The Police was directed to register FIR, investigate the matter and file a final report, following which, ABSLI filed a written submission dated 8 January 2022 before the MIDC police station, Mumbai. Thereafter, the investigation officer sent a detailed questionnaire to ABSLI dated 4 February 2022, seeking clarifications on certain matters including inter alia various aspects of ABSLI’s business and operations, policies and procedures and the organizational structure, to which, ABSLI responded and clarified that none of directors or officers of ABSLI, including Mr. Kumar Mangalam Birla, are connected to this matter and have been wrongly impleaded in the matter. Subsequently, an FIR and chargesheet was filed before the MIDC police station and the Additional Chief Metropolitan Magistrate, Andheri, respectively, against Akshay Khade. The police completed its investigation and filed a summary report with Metropolitan Magistrate Court at Andheri, considering the matter as civil in nature. The matter is currently pending.

  7. The Competition Commission of India (“CCI”) by way of its order dated 5 October 2017 (“Order”) held that Grasim Industries Limited and Aditya Birla Chemical (India) Limited (“ABCIL”) (which has subsequently merged into Grasim) among others, were guilty of bid-rigging tenders issued by Delhi Jal Board and imposed a penalty of ` 43.90 million on Grasim (“Penalty”), among

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others. Grasim has filed an appeal before the National Company Law Appellate Tribunal (“NCLAT”) on the grounds, inter alia, that the CCI incorrectly held Grasim and ABCIL constitutes a single economic entity. Thereafter, the NCLAT granted a stay by way of an order dated 5 December 2017 on the Order, subject to a deposit of 10% of the amount of the Penalty, which has been deposited by Grasim. The matter is currently pending.

8.

Two show cause notices have been issued to the relevant occupiers of certain factories of Grasim by the Directorate of Industrial Safety and Health to the aforesaid occupiers (“SCN”). The SCNs allege disparate instances of violation of, inter alia, section 7-A(2)(a) of the Factories Act, 1948 (“Factories Act”), rule 115(2) of the Maharashtra Factories Rules, 1963 by Grasim in relation to its alleged failure to adopt necessary health and safety measures at the relevant factory premises. Grasim has responded to these SCNs and these matters are currently pending.

A complaint has been filed by certain group of individuals before the National Green Tribunal (“NGT”) against Grasim alleging that Grasim produces salt within one kilometer to five kilometer from the Wild Ass Sanctuary in Little Desert of Kutch and thereby causing pollution that has resulted in destroying of the mangroves and other sea plant which causes hindrance to migratory flamingo birds and has resulted in ecological imbalance. Grasim has filed an application seeking deletion of the name from the Complaint as Grasim had never taken possession of the land and hence has prayed that the complaint is to be dismissed against Grasim. The matter is currently pending.

Two proceedings have been initiated before the National Green Tribunals (“NGT”) by certain individuals against Grasim relating to alleged violations under Environment (Protection) Act, 1986. The first matter relates to alleged contamination of water by Grasim. The NGT passed an order dated April 7, 2021 (“Order 1”) and levied an environmental compensation of 7.50 million. Grasim has challenged Order 1 before the Supreme Court of India (“SC”) and stay on the operation of the Order 1 has been granted by way of an order dated May 11, 2021. The other matter relates to alleged improper disposal of hazardous wastes. The NGT passed an order dated August 28, 2018 (“Order 2”) directing Grasim to shift mercury sludge from the secured landfill to a treatment storage and disposal facility. The NGT further passed an order dated July 19, 2019 (“Order 3”) directing (i) Grasim to pay interim environmental compensation of 10.00 million; and (ii) the constitution of a committee to further assess the environmental compensation payable by Grasim. Grasim has challenged Order 2 and Order 3 before the SC. The SC has passed an order dated November 4, 2019 and has deferred the proceedings. The matters are currently pending.

  1. A complaint has been filed by an individual against Grasim, for alleged encroachment on river water before the National Green Tribunal (“NGT”). On February 5, 2020, Grasim received a letter from the Jharkhand State Pollution Control Board (“JSPCB”) alleging that Grasim had encroached on a water body and was directed to pay a compensation amount of ` 4.02 million (“Compensation”). The NGT pursuant to its order dated September 23, 2020 directed Grasim to comply with the said letter of the JSPCB. Grasim has deposited the Compensation under protest. An intervention application (“IA”) was filed by Grasim before the NGT. The IA was disposed and the NGT passed an order dated March 10, 2021 and held that the aforesaid letter from the JSPCB be treated as a proposal until Grasim is given a due opportunity to be heard by the JSPCB. The matter is currently pending before the Member Secretary, Pollution Control Board, Jharkhand and the order has been reserved. The matter is currently pending.

  2. The Competition Commission of India (“CCI”) by way of its order dated June 22, 2011 on the basis of a complaint made by an informant against, inter alia, Grasim and other man-made fibre manufacturers, directed the Director General (“DG”) to conduct an investigation into an alleged cartel between the said manufacturers to fix price and other market conditions. The DG in its report (“DG Report”) did not find any violation of section 3 of the Competition Act, 2002, (“Act”). Subsequently, the DG independently and without any CCI direction investigated and found instances of alleged abuse of dominant position in the relevant market under section 4 of the Act. Thereafter, Grasim filed an application dated May 17, 2013 before the CCI, to quash/ set aside the DG Report, in respect of its finding under section 4 of the Act. The CCI dismissed this application by way of an order dated May 30, 2013 (“CCI Order”) and Grasim challenged the CCI Order before the High Court of Delhi (“High Court”) by way of a writ petition dated July 1, 2013 (“Writ Petition”). A single judge of the High Court held that the DG Report, to the extent that it found violation of section 4 of the Act, was an act ultra vires of its power, and disposed of the Writ Petition by way of its order dated December 17, 2013 (“Order 1”). The CCI filed a letters patent appeal dated January 17, 2014 against Order 1. The division bench of the High Court passed an order dated February 7, 2014 and suspended Order 1 (“Order 2”). Further, the division bench of the High Court by way of an order dated September 12, 2019 (“Order 3”) set aside the Order 1 and restored the CCI Order. Thereafter, Grasim has filed an appeal before the Supreme Court of India by way of a special leave petition dated December 17, 2019, against Order 3. The matter is currently pending.

  3. The Competition Commission of India (“CCI”) by way of its prima facie order dated November 10, 2016 (“Order 1”) directed the Director General (“DG”) to conduct investigation into the alleged abuse of dominance by Grasim, pursuant to information filed by undisclosed informant. Grasim filed a review/ recall application dated July 12, 2017 (“Review/ Recall Application”), impugning the Order 1. Thereafter, a writ petition dated August 31, 2017 was filed by Grasim before the High Court of Delhi (“High Court”) which was disposed of by the High Court by way of an order dated September 6, 2017. Separately, pursuant to a response filed by Grasim to the DG’s report and hearings before the CCI, an order was passed by the CCI dated March 16, 2020 (“Order 2”)

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against Grasim by way of which a penalty of 3016.10 million was imposed on Grasim and was directed, inter alia, to refrain from adopting unfair/ discriminatory pricing practices and create a publicly accessible and non-discriminatory discount policy. Grasim has filed an appeal against the Order 2 before the National Company Law Appellate Tribunal, New Delhi on the grounds, inter alia, that the CCI had incorrectly determined the ‘relevant market’ which led to the incorrect finding of Grasim having a dominant position and that the CCI has disregarded requisite factors for determination of a ‘relevant market’ under the Competition Act, 2002. Separately, the CCI has passed another order dated June 3, 2021 (“Order 3”) and levied a penalty of 34.90 million on Grasim for alleged non-compliance with Order 2. Grasim has subsequently filed a writ petition before the High Court to quash Order 3 and seeking directions to restrain the CCI from issuing directions to Grasim requiring it to comply with Order 2. The High Court passed an order dated July 26, 2021 which records that the CCI will not take precipitative steps in this matter. The matter is currently pending.

14.

15.

16.

17.

18.

19.

The Competition Commission of India (“CCI”) based on information filed by certain undisclosed informants, directed the Director General (“DG”) to investigate the alleged abuse of dominance by Grasim in the viscose staple market. Grasim filed its response to DG’s report and subsequently a hearing was conducted by CCI. The CCI passed an order dated August 6, 2021 (“Order”) concluding that Grasim has allegedly abused its dominant position and directing it to cease and desist from indulging in alleged anticompetitive practices. Since a monetary penalty had already been imposed on Grasim by way of another order dated March 16, 2020 passed by the CCI with respect to substantially similar conduct, the CCI did not impose any monetary penalty on Grasim. Grasim has filed an appeal before the National Company Law Appellate Tribunal at New Delhi, against the Order, on the grounds, inter alia, that the CCI has disregarded requisite factors for finding abuse of dominance by the Grasim determination of under the Competition Act, 2002 and that the CCI has arrived at such finding without any evidentiary basis. The matter is currently pending.

The Harihar polyfibers division and grasilene division of Grasim received a show cause notice dated May 10, 2022 (“SCN”) from the Karnataka State Pollution Control Board (“KSPCB”) pursuant to a visit conducted by the chairman of KSPCB on April 26, 2022. The SCN observed, inter alia, that Grasim was discharging a huge quantity of effluent into a certain river and had not adopted waste dump management. Grasim responded to the SCN by way of its reply dated June 2, 2022 stating inter alia that effluent discharged by Grasim is much below norms specified by the KSPCB and that Grasim has adopted an effective solid waste management practice. A personal hearing was taken up on July 26, 2022. Further to the hearing, KSPCB issued two show cause notices dated November 8, 2022 and directed Grasim to obtain a response from Ministry of Environment and Forest (“MoEF”) with respect to non-applicability of the relevant environment impact assessment notification (“EIA Notification”). The MoEF issued clarification on March 6, 2023 that the said EIA Notification was not applicable to Grasim and the same has been submitted to KSPCB. The matter is currently pending.

The National Green Tribunal (“NGT”), West Zone, Pune, in an original application where Grasim was not a party, issued directions for environment study of the Dahej and its nearby industrial and special economic zone region, pursuant to a joint committee report. The first report which was submitted by the joint committee showed Grasim’s Cellulosic Division as a compliant unit. However, as per the directions of NGT by way of an order dated February 2, 2022 (“Order”), a second survey was conducted, and a second report (“Report”) was submitted wherein it was recommended that Grasim pay environment damage compensation of ` 177.00 million (“EDC”) in respect of Grasim’s cellulosic division. Grasim has filed its objections to the Order and the findings of the Report and the imposition of EDC on the grounds, inter alia, that the Report was beyond the scope of the Order and that Grasim was not given an opportunity to be heard and prayed that the EDC imposed on Grasim be set aside and permission to intervene in the aforementioned original application be granted to Grasim. The matter is currently pending.

The Government of Kerala passed an order (“Order”) issuing directions to repossess 187.13 acres of land belonging to Grasim on the ground on that Grasim’s factory operations had ceased on the aforesaid land. Grasim filed a writ petition before the High Court of Kerala (“High Court”) and obtained an order passed by the High Court dated October 17, 2017 staying the Order which directed resumption of Grasim’s possession of the aforesaid land until disposal of the petition by the High Court. The matter is currently pending.

A government labour officer visited Grasim’s relevant unit (“Unit”) for inspection and submitted the report thereof to the State Contract Labour Advisory Board (“Board”). The Board visited the Unit for inspection on December 18, 2009 and submitted its report which, inter alia, banned the employment of contract labour for certain jobs. A notification to this effect was also published in the official gazette on June 14, 2011 (“Notification”). Grasim has challenged the Notification and its operation before the High Court of Gujarat (“High Court”). The High Court passed an order dated October 17, 2011 granting stay on the implementation, execution and operation of the Notification. The matter is currently pending.

Three notices have been issued by the tehsildar, Nagda against Grasim alleging encroachment on government land at Mehatwas and Padliakala villages by Grasim. Grasim has filed revision petitions before the Additional District Magistrate, Ujjain (“ADM”) seeking a declaration that Grasim is the rightful owner of the said lands. The ADM vide two orders dated August 8, 2023 and February 5, 2024 remanded the said petitions to the tehsildar, Nagda and the matters are currently pending.

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  1. Grasim had purchased a land through court auction under liquidation proceedings by way of sale deed dated February 5, 2014. Thereafter, Grasim filed an application before the relevant tehsildar, Nagda (“Tehsildar”) seeking mutation of the aforesaid land parcel in its favour (“Mutation Application”). During pendency of the Mutation Application, the Additional Collector, Ujjain passed an order dated September 17, 2014 (“Order 1”) declaring that the land in question is government land and directed the Tehsildar to take possession of the said land. The Tehsildar also passed an ex-parte order dated September 17, 2014 (“Order 2”) and declared the land in question is vested be the State Government of Madhya Pradesh (“Government”). An appeal preferred by Grasim challenging Order 2 before the Sub-Divisional Officer, Nagda was dismissed on April 24, 2015. Another appeal was preferred by Grasim before the Additional Commissioner, Ujjain division, Ujjain (“Additional Commissioner”). Grasim also challenged Order 1 before the Additional Commissioner, who by way of an order dated July 20, 2015 allowed the appeal and set aside the Order 1. An application was filed to set aside Order 2 before the relevant company judge who by way of an order April 18, 2016 allowed the aforesaid application and directed the Tehsildar to carry out mutation proceedings. Against this, the Government preferred an appeal before the High Court of Madhya Pradesh (“High Court”) which allowed the appeal by passing an order dated October 23, 2017 (“Order 3”). Grasim sought review of Order 3 before the High Court. Order 3 was set aside on by way of order dated April 3, 2018 passed by the High Court (“Order 4”). The Order 4 was challenged by the Government before the Supreme Court of India. The matter is currently pending.

  2. The relevant nagar palika (“Nagar Palika”) issued notice to Grasim for demolition of a building located at our Grasim’s relevant plant at Nagda. Grasim applied for stay against the aforesaid notices before the civil court, Nagda. Thereafter, the aforesaid court granted stay in favour of Grasim (“Stay Order”). The Nagar Palika has preferred an appeal before the Additional District Judge, Nagda against the Stay Order. The matter is currently pending.

Grasim preferred an appeal before the sub-divisional officer, Khachrod against an order of the relevant tehsildar, which stated a certain piece of land was non-transferable. Grasim’s appeal was dismissed by the sub-divisional magistrate. Thereafter, Grasim has filed an application before the district collector, Ujjain for removal of the word ‘non-transferrable’ in case of a land purchased by Grasim from a private person. The aforesaid district collector sought the comments from the tehsildar, Khachrod. The matter is currently pending.

  1. The National Green Tribunal (“NGT”) by way of an order dated October 30, 2019 sought a report from the Madhya Pradesh State Pollution Control Board in respect of certain allegations of pollution by Grasim. Pursuant to a hearing, the NGT by way of an order dated April 7, 2021 (“Order”) imposed a penalty of ` 7.50 million on Grasim has challenged the Order before the Supreme Court of India (“SC”). Stay on the operation of the Order has been granted by way of an order dated May 11, 2021 passed by the SC. The matter is currently pending.

  2. The relevant inspector-in-charge visited the factory of Jayashree Textiles, a unit of Grasim on February 6, 2012 and found that one of the labour contractor namely, B N Mondal & Co., who deployed workers at Grasim’s site, had allegedly not filed half yearly returns in form XXIV and had no license under the Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”), to execute any work through contract labour. A complaint was filed before the Additional Chief Judicial Magistrate, Serampore, Hooghly. A summons and show cause notice were issued against the contractor along with Grasim, as principal employer for alleged violation of sections 12(1) and 35(2)(n) of the CLRA. The matter is currently pending.

  3. Three criminal complaints under the Factories Act, 1948 were filed by the relevant factory inspector in relation to the fatal accidents/injuries which occurred within the factory premises against Grasim and its occupier. The matters are currently pending before the labour courts at Godhra and Hooghly. The matter is currently pending.

26.

Two criminal complaints, one in relation to the CFI Business of Grasim and the other in relation to the Pulp and Fibre Business of Grasim, were filed by the Madhya Pradesh Pollution Control Board before Chief Judicial Magistrate, Ujjain against Grasim and certain senior officials of Grasim for alleged violations of provisions of the Water (Prevention and Control of Pollution) Act, 1974, due to alleged discharge of polluted water outside our relevant factory’s premises. Revision petitions have been filed by Grasim before the Court of District Judge, Ujjain to challenge the cognizance orders passed by the Judicial Magistrate First Class. The matters are currently pending.

A criminal complaint (“Complaint”) was filed against Grasim and seven of our employees (together, “Employees”) by Suresh Goel before the Metropolitan Magistrate, Patiala House Court, New Delhi (“Magistrate”) for breach of trust for holding title deeds of his property which were provided as a security for an outstanding amount due and payable to Grasim. Pursuant to (i) an order passed by the Magistrate dated July 16, 2021; and (ii) an order passed by the Additional Sessions Judge, Patiala House Courts, New Delhi dated August 29, 2023, the names of the Employees were dropped from the Complaint. Grasim has filed a revision petition before the District Sessions Judge, Patiala House Courts, New Delhi (“Session Court”), challenging the order passed by the Magistrate dated July 16, 2021. The Complaint has been stayed by the Session Court. Grasim has also filed a criminal complaint against inter alia Suresh Goel before the Chief Judicial Magistrate, Ujjain under sections 120B and 420 of the IPC for a claim of ` 25.90 million. The matters are currently pending. A deed of Settlement has been executed between Grasim and the Complainants wherein the Complainant has agreed to pay an amount and the Parties have agreed to close all pending litigations filed against each other.

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  1. Two criminal complaints (“Complaints”) were filed against Grasim and certain officials of Grasim (“Officials”) before the Chief Judicial Magistrate, Kozhikode (“CJM”) by the Kerala State Pollution Control Board (“KSPCB”), for violation of a consent-tooperate approval issued by KSPCB. The CJM imposed fines of ` 5,000 each and ordered simple imprisonment of the accused Officials of Grasim for one and a half years and accordingly disposed the Complaints by way of order dated November 13, 2003 (“Order 1”). Grasim and the Officials preferred an appeal before the Sessions Court which passed an order dated July 13, 2005, dismissing the aforesaid appeal. Criminal revision petitions have been filed by Grasim and the Officials in relation to order dated July 13, 2005, before the High Court of Kerala (“High Court”). The High Court passed an order dated August 9, 2005 and suspended the aforesaid imprisonment of the Officials. The matter is currently pending.

  2. A criminal complaint was filed against officials of Grasim by an individual before the Judicial Magistrate First Class, Nagda (“Magistrate”) pursuant to an incident of leakage of oleum gas at Grasim’s staple fibre division, Nagda. The Magistrate vide an order August 10, 2022 (“Order”), exonerated 16 accused persons and took cognizance against the unit head (factory manager) of Grasim. Aggrieved by this order, Grasim filed revision application (“Revision Application”) and prayed the court to set aside the Order, passed by the lower court. The original complainant also filed a revision petition before the Additional Sessions Judge, Ujjain (“ASJ”) seeking to set aside the Order, praying the court to take cognizance against all 17 persons named in the claim. The ASJ by way of an order dated March 3, 2023 dismissed the aforesaid revision petition and allowed the Revision Application filed by Grasim quashing the Order, with a direction to the lower court to hear the complainant again and take on record any additional evidences, if produced. The matter is currently pending.

  3. A criminal complaint was filed before the Chief Judicial Magistrate, Madhya Pradesh by the relevant factory inspector against the occupier and factory manager of Grasim factory at Vikram Woollen, Gwalior (“Unit”) on the ground that the Unit falls within the meaning of ‘hazardous process’ under section 2(c)(b) of the Factories Act, 1943 due to which it was alleged that certain compliances were not followed by the Unit. Grasim has also filed a criminal application under section 482 of the CrPc, seeking to quash the proceedings pending before the Chief Judicial Magistrate, Madhya Pradesh. The matter is currently pending.

  4. A criminal proceeding was initiated before the Chief Judicial Magistrate, Daltonganj, Jharkhand on account of a first information report filed by the relevant contract labourer engaged with Grasim, inter alia against the relevant unit head and the relevant manager of Grasim’s factory (“Accused Persons”) under sections 34, 284, 285, 287 and 307 of the Indian Penal Code, 1860, alleging that the aforesaid labourer suffered acid burns during the course of his engagement with Grasim. By way of order dated July 21, 2023 passed by the Sessions Judge, Palamau anticipatory bail was granted to the Accused Persons. The matter is currently pending.

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Annexure XIII

DISCLOSURE CONTAINING CERTAIN INFORMATION FOR THE PUBLIC SHAREHOLDERS AS PER THE REQUIREMENTS OF THE OBSERVATION LETTERS

Disclosure as required by BSE Limited and the National Stock Exchange of India Limited vide Clause H of their respective observation letters dated 13[th] May, 2024 is provided as follows:

(i) Need and Rationale for Demerger of Cement Business of Kesoram Industries Limited (“KIL” or “Demerged Company”) into UltraTech Cement Limited (“UCL” or “Resulting Company”) along with the impact of the scheme on the shareholders of the Demerged Company and the Resulting Company and cost benefit analysis of the scheme.

  • (a) Need for the demerger and rationale of the Scheme:

The need for the demerger and rationale of the Scheme is as follows:

  • i. expansion in markets where the Resulting Company has no physical presence;

  • ii. creating value for shareholders by acquiring ready to use assets which shall create operational efficiencies and reduce time to markets vis-a-vis greenfield projects which are time consuming on account of acquisition of land and limestone mining leases;

  • iii. good fit for serving existing markets and catering to additional cement volume requirements in new markets;

  • iv. the transaction will provide the Resulting Company the opportunity to extend its footprint in the highly fragmented, competitive and fast growing Western and Southern markets in the country;

  • v. it will help enhance the Resulting Company’s geographic reach in Southern markets; and

  • vi. synergies in manufacture and distribution process and logistics alignment leading to economies of scale and creation of efficiency by reducing time to market and benefiting customers.

  • The detailed rationale of the Scheme is provided in the explanatory statement under paragraph 3.

  • (b) The impact of the Scheme on the shareholders of the Demerged Company and the Resulting Company is as under: The impact of the Scheme on the shareholders of the Demerged Company and the Resulting Company, respectively, is disclosed in the report of the Board of Directors of the Demerged Company and the Resulting Company pursuant to Section 232(2)(c) of the Companies Act 2013, annexed as Annexure IV and V forming part of the Explanatory Statement.

  • (c) The cost beneft analysis of the Scheme is as under:

  • The Scheme is expected to provide an opportunity to improve the economic value for the companies involved in the Scheme and their stakeholders pursuant to consolidation of business. This is primarily on account of various cost and operational synergies which are expected to accrue to the Resulting Company on account of the Scheme. While the Scheme would lead to incurring of some costs towards its implementation, however, the benefits of the Scheme over a longer period would far outweigh such costs for the stakeholders of the Resulting Company.

(ii) Need and rationale for reduction of preference share capital of the Demerged Company and the impact of the scheme on the reserves of the Demerged Company.

  • (a) The proceeds of the preference shares of the Demerged Company are being utilised for its Cement Business, which is being demerged into the Resulting Company. All assets and liabilities of the Demerged Company’s Cement Business is being transferred to the Resulting Company under the Scheme. In consideration of the demerger, the Resulting Company will, inter alia, issue its redeemable preference shares against the entire value derived by the holders of the Demerged Company preference shares. In other words, the Demerged Company’s preference shares will be replaced with redeemable preference shares to be issued by the Resulting Company.

  • (b) In view of the transfer of the Cement Business of the Demerged Company and new redeemable preference shares of the Resulting Company being issued to the existing preference shareholders of the Demerged Company against the entire value derived by them in the Demerged Company, the entire preference share capital of the Demerged Company ought to be cancelled and reduced. Reduction and cancellation of the preference share capital of the Demerged Company forms an integral part of the Scheme.

    • Upon effectiveness of the Scheme, the Reserves of the Demerged Company will increase by Rs. 513.47 crores, based on its financial statement as on 31[st] March, 2024.

  • (iii) Pre and post scheme promoter shareholding of the Resulting Company along with rationale for addition of new Promoters.

  • Pre and post scheme promoter shareholding of the Resulting Company forms part of the Explanatory Statement.

  • The Demerged Company is part of the B. K. Birla Group of companies and the Resulting Company is part of the Aditya Birla Group of companies. Both the Groups have separate management teams and are run independently.

UltraTech Cement Limited 185

Some entities forming part of the Demerged Company promoter group, have been classified as promoter / promoter group in the post scheme shareholding pattern of the Resulting Company since such entities form part of the Aditya Birla Group. They will be issued shares of the Resulting Company and have hence been added under the promoter group category.

(iv) Rationale for arriving at terms of Preference Shares being issued by the Resulting Company to preference shareholders of the Demerged Company as consideration in the scheme and impact of the scheme on reserves of the Resulting Company.

The rationale for arriving at the terms of preference shares being issued by the Resulting Company to the preference shareholders of the Demerged Company are given below:

  • Face Value: since the face value of the Demerged Company’s existing preference shares is Rs. 100 per share, to maintain uniformity the face value of preference shares to be issued by the Resulting Company is being maintained at Rs. 100.

  • Coupon rate: based on coupon rate to be paid by the Resulting Company if it issues preference shares.

  • Tenure: based on offering early return of principal amount to the preference shareholders.

  • Redemption amount: Is inclusive of 7.3% p.a. yield for 3 months from the date of allotment, including the face value of Rs. 100/- which comes to Rs. 101.825.

  • There will be no impact on the reserves of the Resulting Company because of the issuance of the preference shares.

(v) Reason for showing promoters of the Demerged Company in public category of the Resulting Company.

  • As mentioned in point (iii) above, the Demerged Company is part of the B. K. Birla Group of companies and the Resulting Company is part of the Aditya Birla Group of companies. Both the Groups have separate management teams and are being run independently.

Some entities forming part of the promoter / promoter group of the Demerged Company have been classified as public shareholders in the post-scheme shareholding pattern of the Resulting Company, since such entities form part of the B. K. Birla Group.

(vi) Value of assets and liabilities of the Demerged Company that are being transferred to the Resulting Company and post-merger balance sheet of the Resulting Company.

  • Value of assets and liabilities of the Demerged Company being transferred to the Resulting Company and post-merger balance sheet of the Resulting Company is given below:

` in crores

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Particulars Pre-Demerger Fair Value of Assets and Post- Demerger
Liabilities of Demerged
Company being transferred
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Particulars Pre-Demerger Fair Value of Assets and
Liabilities of Demerged
Company being transferred		 Post- Demerger
Fixed Assets Incl. CWIP 66,694.65 7,740.28 74,434.93
Financial Assets:
Investments 3,754.33 - 3,754.33
Loans 8.31 - 8.31
Other Financial Assets 1,441.69 9.97 1,451.66
5,204.33 9.97 5,214.30
Income Tax Assets(Net) 456.01 - 456.01
Deferred Tax Assets(Net) 351.86 351.86
Other Non-Current Assets 3,226.39 11.64 3,238.03
Total Non-Current Assets 75,581.38 8,113.74 83,695.12
Current Assets
Inventories 8,035.82 238.33 8,274.15
Financial Assets
Investments 5,482.99 - 5,482.99
Trade Receivables 3,496.54 441.66 3,938.20
Cash and Cash Equivalents 542.40 87.76 630.16
Bank Balances other than Cash and Cash
Equivalents		 228.10 82.79 310.89
Loans 8.70 0.03 8.73
Other Financial Assets 1,359.12 60.15 1,419.27

186 UltraTech Cement Limited

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Particulars Pre-Demerger Fair Value of Assets and Post- Demerger
Liabilities of Demerged
Company being transferred
----- End of picture text -----

Particulars Pre-Demerger Fair Value of Assets and
Liabilities of Demerged
Company being transferred		 Post- Demerger
11,117.85 672.39 11,790.24
Other Current Assets 1,882.39 99.80 1,982.19
Total Current Assets 21,036.06 1,010.52 22,046.58
Assets Held for Sale 13.55 - 13.55
TOTAL ASSETS 96,630.99 9,124.26 1,05,755.25
EQUITY AND LIABILITIES
EQUITY
Equity Share Capital 288.69 5.97 294.66
Other Equity 58,806.54 5,834.64 64,641.18
59,095.23 5,840.62 64,935.85
Share Application Money Pending Allotment 0.01 - 0.01
LIABILITIES
Non-Current Liabilities
Financial Liabilities
Borrowings 4,473.57 1,927.61 6,401.18
Lease Liabilities 787.29 0.09 787.38
Other Financial Liabilities 240.71 80.93 321.64
5,501.57 2,008.63 7,510.20
Provisions 644.58 25.85 670.43
Deferred Tax Liabilities(Net) 6,425.02 - 6,425.02
Other Non-Current Liabilities 3.53 - 3.53
Total Non-Current Liabilities 12,574.70 2,034.48 14,609.18
Current Liabilities
Financial Liabilities
Borrowings 3,613.76 116.74 3,730.50
Lease Liabilities 135.92 1.57 137.49
Trade Payables 8,115.97 583.31 8,699.28
Other Financial Liabilities 5,190.78 421.93 5,612.71
17,056.43 1,123.55 18,179.98
Other Current Liabilities 5,677.94 118.23 5,796.17
Provisions 243.21 7.38 250.59
Current Tax Liabilities(Net) 1,983.47 - 1,983.47
Total Current Liabilities 24,961.05 1,249.16 26,210.21
TOTAL EQUITY AND LIABILITIES 96,630.99 9,124.26 1,05,755.25

(vii) Impact of scheme on revenue generating capacity of the Demerged Company and the Resulting Company.

Upon effectiveness of the Scheme, the Resulting Company will gain access to 10.75 mtpa cement capacity of the Demerged Company. As per the latest financial statements of the Demerged Company, the cement division generated revenues of ` 3,736.10 crores for the year ended 31[st] March, 2024. The Resulting Company’s revenue generating capability will increase to that extent, subject to market demand conditions and prevailing prices.

The Demerged Company will be able to de-leverage its balance sheet, reduce debt and outflow of interest as well as create value for its shareholders

UltraTech Cement Limited 187

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