Shareholders meeting

August 26, 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.: Notice convening the Meeting of the Equity Shareholders of Orient Cement Limited (“Transferor Company” or “Company”) pursuant to the Order passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“Hon’ble Tribunal”) in respect of Scheme of Amalgamation of Orient Cement Limited with Ambuja Cements Limited (“Scheme”) Dear Sir/Madam, We wish to inform you that as directed by the Hon’ble Tribunal pursuant to the order dated July 20, 2026, a meeting of the Equity Shareholders of the Company (“Meeting”) shall be held on Monday, September 28, 2026 at 10:30 a.m. IST (1030 hours) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), to consider, and if thought fit, approve the arrangement embodied in the Scheme. The Notice, Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Annexures thereto (“Notice”) is enclosed herewith. The same is also being sent today through electronic mode to those equity shareholders whose email IDs are registered with the Registrar and Transfer Agent/depositories/the Company as on cut-off date i.e. August 14, 2026. The Company is providing electronic voting facility (remote e-voting and e-voting during the Meeting) arranged by Central Depository Services (India) Limited (“CDSL”) to its equity shareholders to enable them to cast their votes. The details regarding electronic voting are provided below: EVSN 260825048 Cut-off Date for E-Voting Monday, September 21, 2026 Start Date and Time Wednesday, September 23, 2026 at 9:00 a.m. IST (0900 hours) End Date and Time Sunday, September 27, 2026 at 5:00 p.m. IST (1700 hours) The remote e-voting module will be disabled by CDSL thereafter. Orient Cement Limited Regist ered Office Adan i 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 Those equity shareholders, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility during the Meeting. The information and instructions for attending the Meeting including the manner of voting by the equity shareholders of the Company have been provided in the Notice of the Meeting. All the above-mentioned documents will be posted on the Company's website at www.orientcement.com. We request you to bring the above to the notice of all concerned. Thanking You, Yours faithfully For Orient Cement Limited Pranjali Dubey Company Secretary and Compliance Officer Encl.: as above Orient Cement Limited Regist ered Office Adan i 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 NOTICE - EQUITY SHAREHOLDERS ORIENT CEMENT LIMITED Registered Office : Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S. G. Highway, Khodiyar, Ahmedabad – 382 421, Gujarat, India Tel No. : +91 79-6825 3711 CIN : L26940GJ2011PLC171878 Website : www.orientcement.com E-mail : investors@orientcement.com MEETING OF THE EQUITY SHAREHOLDERS WHICH ALSO CONSISTS PUBLIC SHAREHOLDERS OF ORIENT CEMENT LIMITED (convened pursuant to the order dated July 20, 2026, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench) MEETING: Day Monday Date September 28, 2026 Time 10:30 a.m. IST (1030 hours) Mode Through Video Conference/Other Audio-Visual Means REMOTE E-VOTING: Start Date and Time Wednesday, September 23, 2026 at 9:00 a.m. IST (0900 hours) End Date and Time Sunday, September 27, 2026 at 5:00 p.m. IST (1700 hours) Cut-off Date for E-Voting Monday, September 21, 2026 E-VOTING DURING THE MEETING E-voting shall be available to the Equity Shareholders of Orient Cement Limited during the Meeting. INDEX Sr. No. Contents Page No. 1. Notice convening the meeting of the equity shareholders (which also consists public shareholders) of Orient 4 Cement Limited under the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench 2. Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 12 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 3. Annexure 1 39 Scheme of Amalgamation of Orient Cement Limited with Ambuja Cements Limited under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 4. Annexure 2 79 Copy of the Valuation Report dated December 22, 2025, jointly issued by GT Valuation Advisors Private Limited, Registered Valuer (IBBI Registration No. IBBI/RV-E/05/2020/134) and BDO Valuation Advisory LLP, Registered Valuer (IBBI Registration No. IBBI/RV-E/02/2019/103) (Joint Valuation Report) 5. Annexure 3 101 Copy of the Fairness Opinion dated December 22, 2025, issued by SBI Capital Markets Limited, a SEBI registered Merchant Banker, to the Board of Directors of Orient Cement Limited (Fairness Opinion 1) 6. Annexure 4 108 Copy of the Fairness Opinion dated December 22, 2025, issued by IDBI Capital Markets & Securities Limited, a SEBI registered merchant banker, to the Board of Directors of Ambuja Cements Limited (Fairness Opinion 2) 7. Annexure 5 116 Copy of the Summary of the Joint Valuation Report, including the basis of such Joint Valuation Report and the Fairness Opinion 1 and Fairness Opinion 2 8. Annexure 6 120 Copy of the Complaint Report dated February 5, 2026, submitted by Orient Cement Limited to National Stock Exchange of India Limited 9. Annexure 7 122 Copy of the Complaint Report dated February 5, 2026, submitted by Orient Cement Limited to BSE Limited 10. Annexure 8 124 Copy of the Complaint Report dated February 5, 2026, submitted by Ambuja Cements Limited to National Stock Exchange of India Limited 11. Annexure 9 126 Copy of the Complaint Report dated February 5, 2026, submitted by Ambuja Cements Limited to BSE Limited 12. Annexure 10 128 Copy of the no-objection letter dated June 4, 2026, from National Stock Exchange of India Limited to Orient Cement Limited and Ambuja Cements Limited 13. Annexure 11 132 Copy of the no adverse observations letter dated June 4, 2026, from BSE Limited to Orient Cement Limited and Ambuja Cements Limited 14. Annexure 12 136 Details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Orient Cement Limited, its promoters and directors” as on June 30, 2026 15. Annexure 13 154 Details of “Ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Ambuja Cements Limited, its promoters and directors” as on June 30, 2026 2 Orient Cement Limited 16. Annexure 14 168 Details in respect of the particulars mentioned/stipulated in: (a) clause l) i. to xii. of the no-objection letter dated June 4, 2026, received from National Stock Exchange of India Limited; and (b) clause 12. a) to k) of the no adverse observation letter dated June 4, 2026, received from BSE Limited 17. Annexure 15 232 Copy of the report adopted by the Board of Directors of Orient Cement Limited, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 18. Annexure 16 236 Copy of the report adopted by the Board of Directors of Ambuja Cements Limited, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 19. Annexure 17 240 Copy of the Unaudited Financial Results of Orient Cement Limited [Showing first 8,000 characters — download PDF for full document]