Shareholders meeting

September 28, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers “Exchange Plaza”, Plot No. C-1, Block G Dalal Street Bandra – Kurla Complex, Bandra (East) Mumbai-400001 Mumbai – 400 051 Scrip Code: 535754 Symbol: ORIENTCEM Sub.: Outcome of the meeting of the Equity Shareholders of Orient Cement Limited convened pursuant to the Order of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Hon’ble Tribunal”), in relation to the Scheme of Amalgamation of Orient Cement Limited (“Transferor Company” or “Company”) with Ambuja Cements Limited (“Transferee Company”) (“Scheme”). Dear Sir/Madam, Pursuant to the Hon’ble Tribunal’s Order dated July 20, 2026, a meeting of the Company’s Equity Shareholders was convened on Monday, September 28, 2026, at 10:30 a.m. (1030 hours) IST through Video Conferencing/Other Audio-Visual Means (“NCLT Convened Meeting”) to consider and, if thought fit, approve the Scheme. The summary of proceedings of the NCLT Convened Meeting, as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is enclosed as Annexure I. The voting results, in the format prescribed under Regulation 44 of the SEBI Listing Regulations, together with the Scrutinizer’s Reports, are enclosed as follows: a) Under the Companies Act, 2013 and the NCLT Order — Annexure II; b) Under the SEBI Master Circular dated June 20, 2023 — Annexure III. The resolution approving the Scheme was passed by the requisite majority of the Company’s Equity Shareholders, including Public Shareholders, in accordance with the NCLT Order, the Companies Act, 2013, and the SEBI Master Circular dated June 20, 2023. Kindly take the above information on record. Thanking you, Yours faithfully, For Orient Cement Limited Pranjali Dubey Company Secretary and Compliance Officer Membership No. A52179 Encl: as above Orient Cement Limited Registered Office Adani Corporate House Shantigram, Near Vaishno Devi Circle, S.G. Highway, Khodiyar, Ahmedabad – 382421, Gujarat, India Ph. +91 79-2656 5555 investors@orientcement.com www.orientcement.com CIN: L26940GJ2011PLC171878 Annexure I ORIENT CEMENT LIMITED SUMMARY OF PROCEEDINGS OF NCLT CONVENED MEETING OF THE EQUITY SHAREHOLDERS Monday, September 28, 2026, 10.30 A.M. (IST) THROUGH VC/OAVM Pursuant to the order dated July 20, 2026, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”), and the applicable circulars issued by the Ministry of Corporate Affairs and SEBI, a meeting of the equity shareholders of Orient Cement Limited (the “Company”) was held on Monday, September 28, 2026, at 10:30 a.m. IST through Video Conferencing/Other Audio Visual Means (“VC/OAVM”). Dr. Madan Bhalachandra Gosavi, former Member of the National Company Law Tribunal and the NCLT-appointed Chairman of the Meeting, chaired the proceedings. The following Directors attended the Meeting through VC:  Mr. Vinod Bahety, Non-Executive Chairman  Ms. Shruti Shah, Independent Director  Mr. Sudhir Nanavati, Independent Director, and  Mr. Ravi Kapoor, Independent Director. Mr. Vaibhav Dixit, Whole-time Director and Chief Executive Officer; Mr. Rohit Soni, Non-Executive, Non-Independent Director; and Ms. Pranjali Dubey, Company Secretary, were also present at the Meeting. Representatives of the Statutory Auditors, Secretarial Auditors, legal counsel M/s Singhi & Co., and the Scrutinizers also attended the Meeting in person or through VC. As the requisite quorum was present, the Chairman called the Meeting to order and welcomed the Members. The Company received one authorization from the promoter/promoter group, covering approximately 14.90 crore shares, representing 72.66% of the Company’s paid-up share capital. He further explained that since the meeting was conducted via VC/OAVM, the facility for appointing proxies by equity shareholders (including public shareholders) was not applicable. Consequently, the register of proxies did not need to be maintained, and therefore, the question of inspection does not arise. With the Members’ consent, the Notice convening the Meeting, the Explanatory Statement under Section 230 read with Section 102 of the Companies Act, 2013, and the relevant annexures, which had been circulated to the equity shareholders through permitted modes, were taken as read. The Chairman noted that the Members were aware of the resolution proposed at the Meeting and that these documents were also available on the Company’s website. The Scheme of Amalgamation between the Company and Ambuja Cements Limited (the “Scheme”) was placed before the equity shareholders for their consideration and approval. The Chairman informed the equity shareholders that the documents listed in the Explanatory Statement annexed to the Notice dated August 20, 2026, were available for inspection. The Company made all feasible arrangements to enable equity shareholders to participate in and vote at the recorded Meeting. Access to the Meeting and live webcast was provided on a first-come, first- served basis, and participants were muted by default to prevent disruptions. The Moderator unmuted registered speakers when they were invited to speak. Technical assistance was available through the helpline numbers stated in the Notice. Central Depository Services (India) Limited was engaged to facilitate participation through VC and provide remote e-voting and e-voting facilities. The Chairman informed the Members that remote e-voting commenced on Wednesday, September 23, 2026, at 9:00 a.m. IST (0900 hours) and concluded on Sunday, September 27, 2026, at 5:00 p.m. IST (1700 hours). He further stated that e-voting would remain available for 30 (thirty) minutes after the Meeting closed, enabling attending equity shareholders who had not voted remotely to cast their votes. The Chairman then invited the equity shareholders to share their views and raise questions on the Meeting’s agenda. Mr. Vinod Bahety, Non-Executive Director and CEO-Cement Business, provided the necessary clarifications, responses, and information concerning the equity shareholders’ queries. The Chairman informed the Members that the NCLT had appointed M/s Khan & Khan (Law Firm) as Scrutinizer to conduct the remote e-voting and e-voting at the Meeting in a fair and transparent manner. The Chairman authorized the Company Secretary to declare the voting results. The Chairman thanked the Members for their support and cooperation and declared the Meeting closed at 11:16 a.m. Based on the consolidated Scrutinizer’s Reports dated September 28, 2026, the Members approved the resolution set out in the Notice dated August 20, 2026:  with requisite statutory majority under Section 230 of the Companies Act, 2013;  with requisite statutory majority of Public Shareholders under SEBI Master Circular dated June 20, 2023. ***** Annexure - ll ORIENT CEMENT LIMITED Resolution No. 1 Resolution required: (Ordinary/ ORDINARY - To consider, and if thought fit, approve the arrangement embodied in the Scheme of Amalgamation of Orient Cement Limited with Ambuja Special) Cements Limited pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 Whether promoter/ promoter group Yes are interested in the agenda/resolution? Category Mode of Voting No. of shares No. of votes % of Votes No. of Votes – in No. of Votes % of Votes in % of Votes Votes Votes held (1) polled (2) Polled on favour (4) – against (5) favour on against on Invalid Abstained outstanding votes polled votes polled shares (6)=[(4)/(2)]*1 (7)=[(5)/(2)]*1 (3)=[(2)/(1)]* 00 00 Promoter and Promoter Group E-Voting 149,292,730 149,292,730 100.0000 149,292,730 0 100.0000 0.0000 0 0 Poll 0 0.0000 0 0 0.0000 0.0000 0 0 Postal Ballot (if 0 0.0000 0 0 0.0000 0.0000 0 0 applicable) Total 149,292,730 100.0000 149,292,730 0 100.0000 0.0000 0 0 Public- Institutions E-Voting 12,937,760 9,284,623 71.7638 5,960,198 3,324,425 64.1942 35.8057 0 0 Poll [Showing first 8,000 characters — download PDF for full document]