Performance Highlights

The key aspects of your Company's operational performance
during the FY25 are as follows:

Ý Consolidated income, comprising Revenue from
Operations and other income, for FY 2024-25 was
C 37,699.01 crore as against C 34,326 crore in FY 2023-24.

Ý Consolidated Profit before Tax for the FY 2024-25 was
C 5,922.37 crore vis-a-vis C 5,896.10 in FY 2023-24.

Ý Consolidated Profit after Tax for the FY 2024-25
was C 5,158.41 crore compared to C 4,734.63 crore
in FY 2023-24.

Ý Consolidated Cement production is 61.58 Million
tonnes in FY 2024-25 as against 56.61 Million
Tonnes in FY 2023-24.

Ý Consolidated Cement Sales Volume is 63.48 Million
tonnes in FY 2024-25 as against 58.04 Million
Tonnes in FY 2023-24.

Ý The net sales in cement is C 33,362 crore in FY 2024-25
as against C 32,530 crore in FY 2023-24.

The detailed operational performance of your Company
has been comprehensively discussed in the Management
Discussion and Analysis Report, which forms part of this
Integrated Annual Report.

Credit Rating

Your Company's financial discipline and prudence is
reflected in the strong credit ratings ascribed by rating
agencies. The details of credit rating are disclosed in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Dividend and Reserves
Dividend

Your Company has a robust track record of rewarding its
shareholders with a generous dividend payout. The Board
of Directors of your Company ("Board”) has recommended
a dividend of C 2 (100%) per Equity Share of C 2 each for the
period ended FY25. This represents a pay-out ratio of 13%.

The dividend is subject to approval of shareholders at
the ensuing Annual General Meeting (AGM) and shall be
subject to deduction of tax at source. The dividend, if
approved by the shareholders, would involve a cash outflow
of C 492.63 crore.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return Policy, in
terms of Regulation 43A of the SEBI Listing Regulations is
available on your Company's website and link for the same
is given in Annexure - A of this report.

Unclaimed Dividends

Details of outstanding and unclaimed dividends previously
declared and paid by your Company are given under the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Transfer to Reserves

As permitted under the Act, the Board does not propose
to transfer any amount to General Reserves. The closing
balance of the retained earnings of your Company for
FY25, after all appropriations and adjustments, was
C 9,926.76 crore.

Share Capital

During the year under review, there was no change in the
authorised share capital of your Company. The authorised
share capital of your Company is C 8,153.50 crore comprising
of authorised equity share capital of C 8,003.50 crore and
authorised preference share capital of C 150 crore.

During the FY 2024-25, your Company has issued and
allotted 265,447,491 equity shares of face value of C 2/-
each, at a premium of C 416.87 per share, pursuant to
the exercise and conversion of 265,447,491 convertible
warrants on April 17, 2024. Post this conversion, there are
no outstanding convertible warrants. Accordingly, the paid
up capital of your Company increased to C 492.62 crore as
on March 31, 2025.

Strategic Acquisitions/Divestment

During the year under review,

Ý Your Company acquired 1.5 MTPA cement grinding
unit in Tuticorin (Tamil Nadu) on a slump sale basis
from My Home Industries Private Limited (MHIPL).
The acquisition was concluded on April 22, 2024.

Ý Your Company entered into a Share Purchase
Agreement for acquisition of 100% stake in Penna
Cements Industries Limited (PCIL) at enterprise
value of C 10,422 crore. The said acquisition was
completed and the Company acquired 99.92% stake on
August 16, 2024.

Ý Your Company sold 60,92,000 Equity Shares
representing 2.56% of the total issued and paid-up
Equity Share Capital of Sanghi Industries Limited
(a subsidiary company) through offer for sale
through stock exchange mechanism (pursuant to
the notice dated June 25, 2024), which is one of the
methods identified under one of the SEBI circulars to
achieve minimum public shareholding requirements.
As on March 31, 2025, your Company holds 15,00,45,102
Equity Shares representing 58.08% of the equity share
capital of Sanghi Industries Limited.

Ý Your Company has subscribed to 220 crore, 8%
Non-convertible Cumulative Redeemable Preference
Shares (RPS) of face value of C 10 each aggregate
amounting to C 2,200 crore issued by Sanghi Industries
Limited (SIL) in tranches during the month of
July 2024. Out of the proceeds received, SIL has repaid
the outstanding loan of C 2,200 crore to your Company.
The outstanding loan to SIL as on March 31, 2025
is C 285 crore.

Ý Your Company entered into the Share Purchase
Agreements to acquire Orient Cement Limited ("Target
Company”). As on date of this report, your Company has
completed the acquisition of 9,58,73,163 equity shares
constituting 46.66% of the existing share capital of the
Target Company on April 22, 2025. Your Company is in
the process to make open offer to acquire 5,34,19,567
equity shares constituting 26% of expanded share
capital (as defined under Public Announcement) at
a price of C 395.40 per equity share from the public
shareholders of the Target Company under the
provisions of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.

Scheme of Arrangement/Amalgamation

Ý The Board has approved Scheme of Amalgamation of
Adani Cementation Limited ("Transferor Company”)
with Ambuja Cements Limited ("Transferee Company”)
on June 27, 2024 in accordance with Sections 230 to
232 and other applicable provisions of the Act read
with the rules framed thereunder w.e.f. appointed date
April 1, 2024. The Company has received No-objections
letters from both the stock exchanges namely BSE
Limited (BSE) and National Stock Exchange of India
Limited (NSE). Also, the Company has filed the joint
company application before the Hon'ble National
Company Law Tribunal, Ahmedabad.

Ý The Board has approved the Scheme of
Arrangement between Sanghi Industries Limited
("Transferor Company”) and Ambuja Cements
Limited ("Transferee Company”) and their respective
shareholders on December 17, 2024 in accordance
with the Sections 230 to 232 and other applicable
provisions of the Act read with the rules framed
thereunder w.e.f. appointed date April 1, 2024.
The Company has filed stock exchange applications
with BSE and NSE to obtain their No-objection letters.

Ý The Board has approved the Scheme of Arrangement
between Penna Cement Industries Limited ("Transferor
Company”) and Ambuja Cements Limited ("Transferee
Company”) and their respective shareholders on
December 17, 2024 in accordance with the Sections
230 to 232 and other applicable provisions of
the Act read with the rules framed thereunder
w.e.f. appointed date August 16, 2024. The Company
has filed stock exchange applications with BSE and
NSE to obtain their No-objection letters.

Public Deposits

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of FY25 or the previous financial
year. Your Company did not accept any deposit during the
year under review.

Particulars of loans, guarantees or
investments

The details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act read with
the Companies (Meetings of Board and its Powers) Rules,
2014 are given in the Notes to the Financial Statements
(Refer Note 53).

Subsidiaries, Joint Ventures and Associate
Companies

A list of subsidiaries/associates/joint ventures of your
Company is provided as part of the notes to the consolidated
financial statements.

During the year under review, the following entities
were formed/acquired by your Company/subsidiaries/
joint ventures:

Ý Penna Cement Industries Limited (PCIL) and its
step-down subsidiaries namely Pioneer Cement
Industries Limited, Marwar Cement Limited, Singha
Cement Industries Limited

During the year under review, none of the entities ceased
to be subsidiary/joint venture/associate of your Company.

Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules made thereunder and Regulation
33 of the SEBI Listing Regulations, your Company has
prepared consolidated financial statements of the
Company and a separate statement containing the salient
features of financial statement of subsidiaries, joint
ventures and associates in Form AOC-1, which forms part
of this Integrated Annual Report.

The annual financial statements and related detailed
information of the subsidiary companies shall be made
available to the shareholders of the holding and subsidiary
companies seeking such information on all working days
during business hours. The financial statements of the
subsidiary companies shall also be kept for inspection by
any shareholders during working hours at your Company's
registered office and that of the respective subsidiary
companies concerned. In accordance with Section 136
of the Act, the audited financial statements, including
consolidated financial statements and related information
of your Company and audited accounts of each of its
subsidiaries, are available on website of your Company
(www.ambujacement.com).

Material Subsidiaries

Based on Financial Statement as on March 31, 2025, your
Company has one material subsidiary namely ACC Limited,
a listed company. Your Company has formulated a policy for
determining material subsidiaries. The policy is available on
your Company's website and link for the same is given in
Annexure - A of this report.

Pursuant to Section 134 of the Act read with rules made
thereunder, the details of developments at the level of
subsidiaries and joint ventures of your Company are

covered in the Management Discussion and Analysis
Report, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnels

Effective from April 1, 2025, your Company's Board has
ten members comprising of two Executive Directors, one
nominee director, two Non-Executive & Non-Independent
Directors and five Independent Directors including one
Woman Director. The details of Board and Committee
composition, tenure of Directors, and other details are
available in the Corporate Governance Report, which forms
part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations,
the Board has identified core skills, expertise, and
competencies of the Directors in the context of your
Company's business for effective functioning. The key
skills, expertise and core competencies of the members
of Board are detailed in the Board of Directors section of
Integrated Annual Report.

Appointment/Cessation/Change in Designation of
Directors

During the year under review, there was no change in the
Directors of the Company.

Appointment/reappointment of Directors/KMPs

1. In accordance with the provisions of Section 152 of the
Act, read with rules made thereunder and Articles
of Association of your Company, Mr. M. R.
Kumar (DIN: 03628755) is liable to retire by rotation
at the ensuing AGM and being eligible, offers
himself for re-appointment. The Board recommends
the re-appointment of Mr. M. R. Kumar as Director
for your approval.

2. Based on the recommendations of the Nomination
and Remuneration Committee (the "NRC”), the
Board at its meeting held on March 28, 2025
approved the following:

(a) Mr. Ajay Kapur (DIN: 03096416), who had
been appointed as a Wholetime Director and
Chief Executive Officer of the Company by the
Board and Shareholders for a term of three (3)
years from September 17, 2022 was elevated
and reappointed as Managing Director of the
Company (Key Managerial Personnel) for a term
of two (2) years effective from April 1, 2025 under
the provisions of the Act, read with applicable
provisions of the SEBI Listing Regulations, subject
to the approval of the Members of the Company.

(b) Mr. Vinod Bahety, who had been serving as
Chief Financial Officer of the Company since
September 16, 2022, was elevated and appointed
as Wholetime Director and Chief Executive
Officer (DIN: 09192400) of the Company (Key
Managerial Personnel) for a term of three (3)
years effective from April 1, 2025. Consequently,
Mr. Bahety had relinquished his position as Chief
Financial Officer of the Company with effect from
the close of business hours on March 31, 2025.

(c) Mr. Praveen Garg (DIN: 00208604) was appointed
as an Additional Director (Non-Executive
and Independent) of the Company under the
provisions of the Act, read with applicable
provisions of the SEBI Listing Regulations,
with effect from April 1, 2025 for an initial term
of 3 (three) consecutive years, subject to the
approval of Members of the Company.

The Board recommends the appointment
of Mr. Ajay Kapur, Mr. Vinod Bahety and
Mr. Praveen Garg as per terms mentioned above.

(d) Mr. Rakesh Tiwary was appointed as a Chief
Financial Officer (Key Managerial Personnel) of
the Company with effect from April 1, 2025.

'. Based on the recommendations of the NRC,
the Board at its meeting held on April 29, 2025
approved the reappointment of Mr. Maheswar Sahu
(DIN: 00034051), Mr. Rajnish Kumar (DIN: 05328267),
Mr. Ameet Desai (DIN: 00007116) and Ms. Purvi Sheth
(DIN: 06449636) as Independent Directors for a
second term of three (3) years with effect from
September 16, 2025. They were appointed as
Independent Directors of the Company pursuant to
Section 149 of the Act, read with the Companies
(Appointment and Qualification of Directors) Rules,
2014 ("the Appointment Rules”) by the Board,
effective from September 16, 2022, to hold office
up to September 15, 2025. The NRC, after taking
into account their performance evaluation during
their first term of 3 (three) years and considering
their knowledge, acumen, expertise, experience,
substantial contribution and time commitment, has
recommended to the Board about their reappointment
for a second term of 3 (three) years. The NRC and
the Board are of the view that they possess the
requisite skills and capabilities, which would be of
immense benefits to the Company, and hence, it is

desirable to reappoint them as Independent Directors.
Further, they fulfil the conditions as specified in the
Act, and Rules made thereunder and SEBI Listing
Regulations for their reappointment as independent
directors of the Company and they are independent
of the management of the Company.

Your Company has received declarations from all the
Independent Directors of your Company confirming
that they meet the criteria of independence as
prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations
and there has been no change in the circumstances
which may affect their status as an Independent
Director. The Independent Directors have also given
declaration of compliance with Rules 6(1) and 6(2)
of the Companies (Appointment and Qualification
of Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

The Board recommends the reappointment
of Mr. Maheswar Sahu, Mr. Rajnish Kumar,
Mr. Ameet Desai and Ms. Purvi Sheth as Independent
Directors of the Company, for a second term of
3 (three) years effective from September 16, 2025 to
September 15, 2028 (both days inclusive).

Key Managerial Personnel

As on the date of this report, following are the Key
Managerial Personnel ("KMPs”) of your Company as per
Sections 2(51) and 203 of the Act:

Ý Mr. Ajay Kapur, Managing Director (w.e.f. April 1, 2025)

Ý Mr. Vinod Bahety, Wholetime Director & CEO
(w.e.f. April 1, 2025)

Ý Mr. Rakesh Tiwary, Chief Financial Officer
(w.e.f. April 1, 2025)

Ý Mr. Manish Mistry, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations,
your Company has constituted various statutory
committees. Additionally, the Board has formed other
governance committees and sub-committees to review
specific business operations and governance matters
including any specific items that the Board may decide to
delegate. As on March 31, 2025, the Board has constituted
the following committees/sub-committees.

Statutory Committees:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders Relationship Committee

Ý Risk Management Committee

Ý Corporate Social Responsibility Committee

Governance Committees:

Ý Corporate Responsibility Committee

Ý Information Technology & Data Security Committee

Ý Legal, Regulatory & Tax Committee

Ý Reputation Risk Committee

Ý Merger & Acquisitions Committee

Ý Commodity Price Risk Committee

Ý Public Consumer Committee

Details of all the Committees such as terms of reference,
composition and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 12(Twelve) times during the year under
review. The intervening gap between the meetings did
not exceed 120 days, as prescribed under the Act and
SEBI Listing Regulations. The details of board meetings
and the attendance of the Directors are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Independent Directors' Meeting

The Independent Directors met three times during the
year. They met on June 27, 2024, and December 17, 2024,
to consider and approve the Scheme of Arrangement/
Amalgamation. The Independent Directors also
met on March 28, 2025, without the attendance
of Non-Independent Directors and members of the
management. The Independent Directors reviewed the
performance of Non-Independent Directors, the Committees
and the Board as a whole along with the performance of
the Chairman of your Company, taking into account the
views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow of
information between the management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties.

Board Evaluation

Your Company has engaged an independent external agency
Talentonic HR Solutions Private Limited ("Talentonic”) to
facilitate the evaluation and effectiveness process of the
Board, its committees and individual Directors for FY25.

A detailed Board effectiveness assessment questionnaire
was developed by Telentonic based on the criteria and
framework adopted by the Board. Virtual meetings were
organised with the Directors and discussions were held
on five key themes i.e. Fiduciary Role of the Board, Board
involvement in strategy, quality of Board discussions, Board
leadership and organisation health and talent and Board
Structure & Capability.

The results of the evaluation showed high level of
commitment and engagement of Board, its various
committees and senior leadership. The recommendations
arising from the evaluation process were discussed at
the Independent Directors' meeting and also at the NRC
meeting and Board meeting all of which were held on
March 28, 2025. The suggestions were considered by the
Board to optimise the effectiveness and functioning of the
Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory
provisions, as applicable to your Company. The Board is also
updated on the operations, key trends and risk universe
applicable to your Company's business. These updates
help the Directors in keeping abreast of key changes
and their impact on your Company. An annual strategy
retreat is conducted by your Company where the Board
provides its inputs on the business strategy and long- term
sustainable growth for your Company. Additionally, the
Directors also participate in various programs/meetings
where subject matter experts apprise the Directors on key
global trends. The details of such programs are provided
in the Corporate Governance Report, which forms part of
this Integrated Annual Report.

Policy on Directors' appointment and
remuneration

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy”)
which is available on the website of your Company and link
for the same is given in Annexure - A of this report.

The Remuneration Policy for selection of Directors
and determining Directors' independence sets out
the guiding principles for the NRC for identifying the
persons who are qualified to become the Directors.
Your Company's Remuneration Policy is directed towards
rewarding performance based on review of achievements.
The Remuneration Policy is in consonance with existing
industry practice.

We affirm that the remuneration paid to the Directors is as
per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognises and embraces the importance
of a diverse Board in its success. The Board has adopted
the Board Diversity Policy which sets out the approach to
the diversity of the Board. The said Policy is available on
your Company's website and link for the same is given in
Annexure - A of this report.

Succession Plan

Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management.
The NRC implements this mechanism in concurrence
with the Board.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information
and explanations received from the management of your
Company, confirm that:

a. in the preparation of the Annual Financial Statements,
the applicable accounting standards have been
followed and there are no material departures;

b. t hey have selected such accounting policies and
applied them consistently and judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company at the end of the financial year and of the
profit of your Company for that period;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared
on a going concern basis;

e. they have laid down internal financial controls
to be followed by your Company and that such
internal financial controls are adequate and
operating effectively;

f. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Internal Financial control system and their
adequacy

The details in respect of internal financial controls
and their adequacy are included in the Management
Discussion and Analysis Report, which forms part of this
Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management
Framework, designed to identify, assess and mitigate risks
appropriately. The Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the
risk management plan for your Company. The RMC is
responsible for reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and
controls. The major risks identified by the businesses are
systematically addressed through mitigation actions on a
continual basis. Further, details on the Risk Management
activities, including the implementation of risk management
policy, key risks identified and their mitigations are covered
in Management Discussion and Analysis Report, which
forms part of this Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance
Mechanism providing guidance on broad categories of
applicable laws and process for monitoring compliance.
In furtherance to this, your Company has instituted
an online compliance management system within the
organisation to monitor compliances and provide update
to the senior management on a periodic basis. The Audit
Committee and the Board periodically monitor the status
of compliances with applicable laws.

Board policies

The details of various policies approved and adopted by
the Board as required under the Act and SEBI Listing
Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report. The CSR policy is available on
the website of your Company and link for the same is given
in Annexure - B of this report.

The Annual Report on CSR activities is annexed and forms
part of this report.

The Chief Financial Officer of your Company has
certified that CSR spends of your Company for FY25
have been utilised for the purpose and in the manner
approved by the Board.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
year under review, as stipulated under the SEBI Listing
Regulations, is presented in a section forming part of this
Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards of
corporate governance practices. The Corporate Governance
Report, as stipulated by SEBI Listing Regulations, forms
part of this Integrated Annual Report along with the
required certificate from a Practicing Company Secretary,
regarding compliance of the conditions of corporate
governance, as stipulated.

In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all
Board members and senior management personnel of
your Company ("Code of Conduct”), who have affirmed the
compliance thereto. The Code of Conduct is available on
the website of your Company and the link for the same is
given in Annexure - A of this report.

Business Responsibility & Sustainability
Report (BRSR)

In accordance with the SEBI Listing Regulations, the
BRSR for the FY25 describing the initiatives taken by your
Company from an environment, social and governance
(ESG) perspective, forms part of this Integrated Annual
Report. In addition to BRSR, the Integrated Annual Report
of the Company provides an insight on various ESG
initiatives adopted by your Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance with
Section 92(3) of the Act is made available on the website
of your Company and can be accessed using the link given
in Annexure - A of this report.

Transactions with Related Parties

All transactions with related parties are placed before
the Audit Committee for its prior approval. An omnibus
approval from Audit Committee is obtained for the related
party transactions which are repetitive in nature.

All transactions with related parties entered into during
the year under review were at arm's length basis and in
the ordinary course of business and in accordance with
the provisions of the Act and the rules made thereunder,
the SEBI Listing Regulations and the Company's Policy on
Related Party Transactions.

The Audit Committee comprises solely of the Independent
Directors of your Company. The members of the Audit
Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year, your Company has not entered into any
contracts, arrangements or transactions that fall under
the scope of Section 188 (1) of the Act. Accordingly, the
prescribed Form AOC-2 is not applicable to your Company
for FY25 and hence, does not form part of this report.

During the year, the material related party transactions
pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations were duly approved by the shareholders
of your Company vide Postal Ballot(s) on May 18, 2024.

Your Company did not enter into any related party
transactions during the year under review, which could be
prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on
your Company's website and can be accessed using the
link given in Annexure - A of this report.

Pursuant to the provisions of Regulation 23 of the
SEBI Listing Regulations, your Company has filed half
yearly reports to the stock exchanges, for the related
party transactions.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act read with rules made
thereunder, as amended, M/s. S R B C & Co. LLP, Chartered
Accountants (Firm Registration No.: 324982E/E300003)
were appointed as the Statutory Auditors of your Company
for the first term of five years till the conclusion of
44^th Annual General Meeting (AGM) of your Company to
be held in the year 2027. The Statutory Auditors have
confirmed that they are not disqualified to continue
as Statutory Auditors and are eligible to hold office as
Statutory Auditors of your Company. A representative of
the Statutory Auditors of your Company attended the
previous AGM of the Company held on June 26, 2024.
The Notes to the financial statements referred in the
Auditors' Report are self-explanatory.

Statutory Auditors have expressed their unmodified opinion
on the Standalone and Consolidated Financial Statements
and their reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers. The Notes
to the financial statements referred in the Auditor's Report
are self-explanatory. The Auditor's Report is enclosed with
the financial statements forming part of this Annual Report.

Secretarial Auditors and Secretarial Auditors
Report

Pursuant to the provisions of Section 204 of the Act, read
with the rules made thereunder, the Board re-appointed
M/s. Mehta & Mehta, Practicing Company Secretary, to
undertake the Secretarial Audit of your Company for the
FY25. The Secretarial Audit Report for the year under
review is provided as Annexure - C of this report.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought at the ensuing AGM, M/s Mehta & Mehta, Practicing
Company Secretary (C. P. No. 2486; Peer reviewed
certificate no. 3686/2023) has been appointed as a
Secretarial Auditors to undertake the Secretarial Audit of
your Company for a term of five (5) consecutive years, to
conduct the Secretarial Audit of five consecutive financial
years from 2025-26 to 2029-30. Secretarial Auditors have
confirmed that they are not disqualified to be appointed
as a Secretarial Auditor and are eligible to hold office as
Secretarial Auditor of your Company.

Explanation to Secretarial Auditors' Comment:

In their report, the Secretarial Auditors have commented
about certain delays in the statutory compliances.
The Company submits that the said delays were inadvertent
and not material in nature. The processes have been
strengthen to ensure timely compliances in future.

Secretarial Standards

During the year under review, your Company has
complied with all the applicable provisions of Secretarial
Standard - 1 and Secretarial Standard - 2 issued by the
Institute of Company Secretaries of India (as amended).

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 4,509 employees as of March 31, 2025.

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel to the median of employees' remuneration are
provided in Annexure - D of this report.

The statement containing particulars of employees, as
required under Section 197 of the Act, read with rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a
separate annexure forming part of this report. However, in
terms of Section 136 of the Act, the Integrated Annual
Report is being sent to the shareholders and others entitled
thereto, excluding the said annexure, which is available for
inspection by the shareholders at the Registered Office of
your Company during business hours on working days of
your Company. If any shareholder is interested in obtaining
a copy thereof, such shareholder may write to the Company
Secretary in this regard.

Prevention of Sexual Harassment at
Workplace

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and rules made thereunder, your Company has laid
down a Prevention of Sexual Harassment (POSH) Policy and
has constituted Internal Complaints Committees (ICs) at all
relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs includes
external members with relevant experience. The ICs,
presided by senior women, conduct the investigations and
make decisions at the respective locations. Your Company
has zero tolerance on sexual harassment at the workplace.
The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
mandatory training/certification on POSH to sensitise
themselves and strengthen their awareness.

During the year under review, your Company has received
one (1) complaint pertaining to sexual harassment.
There was no complaint pending at the end of the year.

All new employees go through a detailed personal
orientation on POSH Policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for Directors
and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate
reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for
adequate safeguards against victimisation of whistle
blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in
exceptional cases.

No person has been denied access to the Chairman of
the Audit Committee. The said policy is uploaded on the
website of your Company and link for the same is given in
Annexure - A of this report.

During the year under review, your Company has received
28 complaints under the vigil mechanism, which were
duly resolved. Further details are mentioned in Corporate
Governance Report / BRSR, which is part of this
Integrated Annual Report.

Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, as
amended, is provided as Annexure - E of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines
to network, application and the data.

During the year under review, your Company did not
face any incidents or breaches or loss of data breach in
Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code”)
to regulate, monitor and report trading in your Company's
shares by your Company's designated persons and their
immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The PIT Code, inter alia,
lays down the procedures to be followed by designated

persons while trading/ dealing your Company's shares and
sharing Unpublished Price Sensitive Information ("UPSI”).
The PIT Code covers your Company's obligation to maintain
a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarise
with the sensitivity of UPSI. Further, it also includes code
for practices and procedures for fair disclosure of UPSI
which has been made available on your Company's website
and link for the same is given in Annexure - A of this report.

The employees undergo mandatory training/certification
on this Code to sensitise themselves and strengthen
their awareness.

General Disclosures

Neither the Chairman nor the Wholetime Director & CEO of
your Company received any remuneration or commission
from any of the subsidiary of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (Including sweat
equity shares) to employees of your Company
under any scheme.

3. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and your Company's
operation in future.

4. No application was made and no proceeding
was pending under the Insolvency and
Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from
the Banks or Financial Institutions.

6. There were no revisions made in the financial
statements and Directors' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance,
support and assistance received from the Government of
India, Governments of various states in India, concerned
Government Departments, Financial Institutions and
Banks. Your Directors thank all the esteemed shareholders,
customers, suppliers and business associates for their faith,
trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure
that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman

Date: April 29, 2025 (DIN: 00 0 0 6273)