Your Directors present the 26^th Annual Report together with
the audited accounts of your Company for the year ended
31^st March, 2026.

Overview and the State of
your Company's Affairs

The global economy entered 2026 navigating a challenging
environment. A renewed geopolitical shock in West Asia,
persistent trade friction following a marked escalation in
tariff measures, and a partial reversal of the disinflation
trend that had been underway since 2023, together cast a
longer shadow over the near-term outlook. Notwithstanding
these headwinds, the international economy continues
to demonstrate underlying resilience, supported by
accommodative financial conditions in major economies,
sustained capital investment in artificial intelligence,
clean-energy transition and the steady contribution of
emerging Asia to global activity.

In its April 2026 World Economic Outlook, the International
Monetary Fund ("IMF") projected world output to expand
by 3.1% in 2026 and 3.2% in 2027. The IMF has cautioned
that risks remain skewed to the downside, with an adverse
scenario placing growth as low as 2.5%, should the conflict in
West Asia escalate further. Among the advanced economies,
the United States is projected to grow at 2.3% in 2026,
the Euro Area at 1.1%, and Japan at 0.7%. The emerging
market and developing economies as a group are expected
to expand by 3.9% in 2026. India retains its position as
the world's fastest-growing major economy, with the IMF
projecting growth at 6.6% for CY26 and 6.5% for FY27, while
China is projected to grow at 4.4%.

The principal downside risks to the global outlook include
a protraction of the West Asia conflict and a possible
disruption of energy flows through the Strait of Hormuz,
a further escalation of trade barriers, record levels of public
debt in emerging market and developing economies, and a
re-emergence of stagflationary pressures. On the upside,
sustained investment in artificial intelligence, the resilience
of emerging-Asia consumption, the prospect of easing global
financial conditions through the year, and the possibility
of a durable de-escalation in trade tensions, provide
meaningful offsets.

India enters FY27 with the strongest growth profile among
the world's major economies. This momentum is underpinned
by sustained public capital expenditure, a reviving
consumption cycle, benign domestic inflation through much
of the preceding year, the rationalisation and simplification of
indirect taxes under GST 2.0 — expected to boost disposable
incomes — and the continued resilience of services exports
and remittance inflows.

The economy is, however, navigating notable headwinds:
elevated international crude prices, tariff-related pressures
on the external sector, a record-low rupee and the prospect
of a sub-normal monsoon. These external pressures are
being actively managed through diversified crude sourcing,
proactive trade diplomacy and timely interventions by the
Reserve Bank of India. The risk that a deficient monsoon poses
to the rural economy is cushioned by a coordinated suite of
fiscal and policy supports. Enhanced budgetary outlays under
the Pradhan Mantri Awas Yojana - Gramin ("PMAY-G") will
sustain rural housing demand; the Mahatma Gandhi National
Rural Employment Guarantee Act ("MGNREGA") provides
an assured wage floor and demand-side support; and the
augmented Minimum Support Price ("MSP") framework for
the principal kharif and rabi crops underwrites farm incomes
against weather-related shortfalls.

The Union Budget for FY27 has retained an unmistakably
infrastructure-led orientation. Total capital expenditure has
been pegged at H 12.2 lakh crore, an increase from the revised
estimate of H 10.96 lakh crore for the preceding year. The
Ministry of Road Transport and Highways has been allocated
H 3.10 lakh crore, an increase of 8%, and the Government has
announced the new Dedicated Freight Corridor connecting

Dankuni and Surat, seven high-speed rail corridors and
twenty new National Waterways. Pursuant to the Union
Budget 2025-26 announcement, the Ministry of Finance
has created a three-year Public Private Partnership ("PPP")
project pipeline of H 17 lakh crore across 850 projects. The
housing sector, which is the largest end-user of cement, has
received sustained budgetary support. The Pradhan Mantri
Awas Yojana - Urban ("PMAY-U"), comprising both Phase I and
Phase II, has been allocated H 18,625 crore in the aggregate
for FY27, with 13.61 lakh urban dwelling units having been
sanctioned under PMAY-U 2.0 over the preceding eighteen
months against the headline target of 1 crore urban homes
by 2029. The PMAY-G has been provided H 32,500 crore as
Budget Estimate, with an indicative full-year envelope of
H 54,917 crore, with the scheme's target of 4.95 crore rural
homes by 2029.

India remains the second largest cement market in the world
and continues to be one of the most consequential markets
globally on account of the structural demand emanating
from urbanisation, infrastructure creation, housing and an
expanding industrial base. Installed cement production
capacity at the close of FY26 stood at 718 million tonnes per
annum. Independent agencies estimate that
100 million tonnes of new grinding capacity will be
commissioned over the two years ending FY28.

Domestic cement demand during FY26 grew by 6.4%, broadly
tracking production. For FY27, industry estimates converge in
the range of 6 to 7.5% year-on-year growth, with the leading
rating agencies placing growth at 6 to 7% and 7 to 8%
respectively, supported by infrastructure, industrial and
commercial construction segments, and a revival in housing
demand.

Three external factors merit close monitoring through the
year. First, the trajectory of crude and petroleum coke prices,
considering the continuing situation in West Asia, will
determine the pace of pricing actions across regions. Second,
the actual realisation of the South-West Monsoon against the
India Meteorological Department's below-normal projection
will influence rural demand in the second half of the year.
Third, the evolution of United States tariff policy and the
consequent pressure on the rupee will shape the external-sector
backdrop and the affordability of imported inputs.

Your Company is well positioned, by virtue of its national
scale, geographic diversification, sustained investment in
captive renewable energy and waste-heat recovery, and
disciplined capital allocation, to deliver profitable growth,
enhance shareholder value and reinforce its position in
the Indian cement industry.

It is against this backdrop, that we share your Company's
performance during FY26.

Deposits

Your Company does not accept any fixed deposits from the
public falling under Section 73 of the Companies Act, 2013
("the Act") and the Companies (Acceptance of Deposits)
Rules, 2014.

Upon effectiveness of the Composite Scheme of
Arrangement between Kesoram Industries Limited
("Kesoram") and your Company and their respective
shareholders and creditors, fixed deposits of Kesoram had
been taken over. During the year, your Company repaid
outstanding fixed deposits of H 73.82 crore along with interest
upto the due dates.

Credit Rating

Your Company has adequate liquidity and a strong balance
sheet. CRISIL and India Ratings and Research reaffirmed
their credit rating as CRISIL AAA/Stable and IND AAA/Stable
for Long Term and CRISIL A1 and IND A1 for Short Term,
respectively. Further, CARE Ratings has rated the long-term
borrowings as CARE AAA/Stable and short-term borrowings
as CARE A1 .

Your Company has also obtained credit rating for its foreign
currency bond issuances from Fitch and Moody's and has
been rated by them as BBB- and Baa3, respectively, which are
equivalent to India's sovereign ratings.

This is a testament to your Company's sound financial
management as well as its ability to service its financial
obligations in a timely manner.

Income Tax

Normalised income tax expenses increased mainly on account
of an increase in taxable income.

Net Profit

PAT increased by 20% from H 6,193 crore to H 7,405 crore.

Detailed Explanation of Ratios

Debtors Turnover (Days) used to quantify a company's
effectiveness in collecting its receivables or money
owed by customers. The ratio shows how well a
company uses and manages the credit it extends to its
customers. The ratio is calculated by dividing average
trade receivables by average turnover per day.

Inventory Turnover (Days) represents the average
number of days a company holds its inventory before
selling it. It is calculated by dividing average inventory
by average turnover per day.

Interest Coverage Ratio measures how many times a
company can cover its current interest payment with
its available earnings. It is calculated by dividing PBIT by
finance cost.

Current Ratio is a liquidity ratio that measures a
company's ability to pay short-term obligations or those
due within one year. It is calculated by dividing the
current assets by current liabilities (excluding current
borrowings).

Debt Equity Ratio is used to evaluate a company's
financial leverage. It is a measure of the degree to
which a company is financing its operations through
debt versus owned funds. It is calculated by dividing
a company's total debt by its shareholder's equity.

Operating Profit Margin (%) is a profitability or
performance ratio used to calculate the percentage
of profit a company generates from its operations. It
is calculated by dividing the PBIDT (excluding Other
Income) by turnover.

Net Profit Margin (%) is the net income or profit a
company generates as a percentage of its revenue.

It is calculated by dividing the profit for the year by
the turnover.

Return on Net Worth ("RONW") (%) is a measure of
profitability of a company expressed as a percentage.

It is calculated by dividing Net Profit from continuing
operations for the year by average Net Worth during
the year.

Return on Capital Employed ("ROCE") (%) measures
a company's profitability and the efficiency with which
its capital is used. In other words, the ratio measures
how well a company is generating profits from its
capital. It is calculated by dividing PBIT by average
capital employed during the year.

Earnings Per Share ("EPS") is the portion of a
company's profit allocated to each share. It serves as an
indicator of a company's profitability. It is calculated by
dividing profit for the year by weighted average number
of shares outstanding during the year.

Cash Flow Statement

Sources of Cash

Cash Generated from Operations

Cash generated from operations was higher compared to the
previous year due to increase in profits on account of higher
sales volume, prices and lower costs.

Changes in Working Capital

Decrease in working capital is attributed to decrease in
inventories on account of lower fuel inventory and increase in
trade payables.

Uses of Cash

Net Capital Expenditure

Your Company spent H 9,523 crore on various capex
during the year. These were primarily towards growth and
maintenance, capex as well as Waste Heat Recovery Systems.

Investments

Your Company has invested the surplus cash in
liquid investments.

Borrowings

During the year, your Company repaid a debt (on a net basis)
of H 694 crore.

The loan repayments have been made out of free cash flows
that your Company generated during the year. The aforesaid
steps have resulted in an improved Net Debt/Equity ratio and
Net Debt/EBITDA ratio.

Transfer to General Reserves

The Board of Directors of your Company has decided not to
transfer any amount to the General Reserves, for the year
ended 31^st March, 2026.

Dividend

Your Directors recommend a dividend of H 240/- per equity
share of H 10/- each, totalling H 7,072.30 crore. The dividend
shall be taxed in the hands of shareholders at applicable
rates of tax and your Company shall withhold tax at
source appropriately.

Your Company's policy on dividend distribution is given
in Annexure I of this Report and is also available on your
Company's website. Unclaimed dividend for the year ended
31^st March, 2018, aggregating to H1.25 crore has been
transferred to the Investor Education and Protection Fund
("IEPF"). Your Company has also credited to the IEPF, equity
shares in respect of which dividend had remained unpaid/
unclaimed for a period of seven consecutive years within
the timelines laid down by the Ministry of Corporate Affairs,
Government of India. Unpaid/unclaimed dividends for seven
years or more have also been transferred to the IEPF, pursuant
to the requirements under the Act.

Corporate Development

The India Cements Limited ("ICEM")

Consequent to the completion of open offer made by
your Company as per the provisions of the Securities and
Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 to ICEM's shareholders
in FY25, your Company's total shareholding in ICEM had
increased to 25,25,29,160 equity shares of H10/- each
representing 81.49% of ICEM's equity share capital.

In order to ensure compliance with public shareholding
requirements in terms of the provisions of Rule 19A of the
Securities Contracts (Regulations) Rules, 1957 read with
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), your Company
sold 2,01,12,330 equity shares representing 6.49% of ICEM's
equity share capital through an offer for sale conducted
via the Stock Exchange Mechanism and in the open market
during FY26.

As a result of the above, your Company's shareholding in
ICEM now stands at 74.99%.

Wires and Cables

In FY25, your Company had announced extending into the
wires and cables business having a large addressable market
with strong growth rates and attractive economies. The
project is on track to achieve launch by Q3 FY27. With a view
to create synergies, your Company would also be leveraging
the 'UltraTech Building Solutions' ("UBS") retail outlets to
incorporate wires and cables in their offerings to Individual
House Builders ("IHB").

Dalla Super

As per the Scheme of Arrangement between Jaiprakash
Associates Limited ('JAL") and your Company (together, the
"Parties") for acquisition of certain cement plants from
JAL, as approved by the National Company Law Tribunal at
Mumbai and Allahabad, your Company had issued and placed
in escrow 1,00,000 Series A Redeemable Preference Shares
of face value of H 1,00,000/- each ("Series A RPS") on
27^th June, 2017, to be released upon satisfaction of conditions
relating to the Dalla Super unit and mines situated in Uttar
Pradesh. Due to certain disputes between the Parties, the
matter was referred to arbitration. Subsequent to the Parties
reaching a settlement in respect of the arbitration and the
Arbitral Tribunal passing a final award on 26^th March, 2026,
all rights and interests in the Dalla Super unit and mines have
fully vested in your Company and all claims / proceeds and
liabilities relating to the Series A RPS stand fully discharged.

Directors' Responsibility
Statement

The audited accounts for the year under review are in
conformity with the requirements of the Act and the Indian
Accounting Standards. The financial statements fairly reflect
the form and substance of transactions carried out during the
year under review and reasonably present your Company's
financial condition and results of operations.

Your Board of Directors to the best of their knowledge
confirm that:

• In the preparation of the Annual Accounts, applicable
accounting standards have been followed along with
proper explanations relating to material departures, if any

• The accounting policies selected have been applied
consistently, and judgements and estimates are made
that are reasonable and prudent to give a true and fair
view of the state of affairs of your Company on

31^st March, 2026, and of the profit of your Company
for the year ended on that date.

• 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 frauds and other irregularities.

• The Annual Accounts of your Company have been
prepared on a going concern basis.

• Your Company has laid down internal financial controls
and that such internal financial controls are adequate and
were operating effectively.

• Your Company has devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Capital Expenditure

Your Company's expansion programme is progressing as
per schedule.

During the year, your Company added 6.3 MTPA grey cement
capacity across the following locations - Maihar, Madhya
Pradesh; Dhule, Maharashtra; Nathdwara, Rajasthan; and
Aligarh, Uttar Pradesh.

Additionally, your Company successfully executed various
debottlenecking initiatives at Nagpur Cement Works,
Maharashtra; Panipat and Jhajjhar Cement Works, Haryana;
and Banswara Cement Works, Rajasthan, resulting in an
enhanced production capacity of 1.7 MTPA.

Your Company's research and development ("R&D") function
continues to be a key enabler for the strategy to deliver low
carbon growth, strengthen product differentiation, and
enhance long term business resilience. The R&D agenda
is anchored in three priorities: lowering the environmental
footprint of cement and concrete; improving operational
efficiency; and developing next generation construction
materials. In addition to innovation, R&D provides continuous
technical and analytical support across operations, enabling
informed decision making and performance optimisation.
This is supported by a strong in-house scientific base and
collaborations with leading academic institutions and global
platforms, including participation in the Global Cement and
Concrete Association ("GCCA") Innovandi network.

During the year, R&D efforts were focused on reducing
clinker intensity and enhancing the utilisation of
supplementary cementitious materials ("SCMs") such as
fly ash, slag, and limestone. Work on grinding optimisation,
including the development of in-house grinding aid
formulations and refined particle size distribution
strategies, enabled higher clinker substitution while
maintaining product performance. At the same time,
research on multi-component cementitious systems and
concrete formulations improved functional performance,
workability, and durability, while supporting lower embodied
carbon. These efforts also facilitated greater use of
industrial by-products, reinforcing your Company's focus
on resource efficiency and circularity.

R&D continued to strengthen your Company's portfolio
of blended and composite cements through deeper
understanding of clinker-SCM interactions and
performance enhancement techniques. Early stage studies
were undertaken on alternative binder systems, including
alkali activated materials for niche applications such as
precast elements and emerging technologies like
3D concrete printing. These initiatives remain at an exploratory
stage and will be progressed through structured pilot
evaluations based on technical and operational feasibility.

On the operational front, R&D worked closely with
process engineering teams to improve energy efficiency, fuel
flexibility, and emissions performance. Advanced analytical
tools, including Computational Fluid Dynamics ("CFD"),
were deployed across multiple units to optimise
combustion behaviour, airflow dynamics, and heat transfer
efficiency in kiln and calciner systems. These interventions
helped address operational challenges such as alternative
fuel flow stability and mixing behaviour, contributing to
improved combustion efficiency, reduction in specific heat
consumption, and higher Thermal Substitution Rates.

Your Company follows a rigorous and structured framework
for evaluating product performance, durability, and
environmental impact. New formulations are assessed
through comprehensive laboratory testing and validated
through field trials under varied operating conditions.
Durability and long-term performance are evaluated using
established methodologies, supported by advanced
analytical techniques to ensure consistency and reliability.
This approach ensures that sustainability improvements
are achieved without compromising product quality,
performance, or customer outcomes.

Collaboration remains a key pillar of your Company's
R&D strategy. Your Company continues to engage with
academic institutions, research organisations, industry
bodies, and technology partners to accelerate innovation
and adopt emerging best practices. These partnerships
support advancements in low carbon cement chemistry,
alternative fuels, circular materials, and process optimisation,
while also enabling the application of data driven
diagnostics and advanced modelling tools to improve
operational performance.

Your Company will continue to advance lower clinker
cement systems, improve the performance of blended
and composite cements, and evaluate future ready
binder technologies. Efforts will also focus on enhancing
thermal efficiency, increasing the use of alternative fuels,
strengthening resource productivity, and expanding the
role of data driven process optimisation. Through these
initiatives, your Company is reinforcing its ability to deliver
sustainable building materials while supporting long term
growth and value creation for stakeholders.

Sustainability

Sustainability remains integral to your Company's strategy.

It has been embedded across operations, supply chain and
beyond to drive long term value creation. Your Company
continues to align with the best global practices,
combining operational efficiency with investments in
emerging technologies.

Your Company has established clear science-based
pathways to decarbonisation - targeting 27% reduction in
Scope 1 emission intensity and 69% reduction in Scope 2
emission intensity by 2032, from a 2017 base year (validated
by Science Based Targets initiative - SBTi). Further, your
Company is progressing towards updated targets aligned to
the 1.5°C pathway under the Paris Agreement, currently in
advanced stages of validation. These north-star goals along
with alignment towards the GCCA Climate Ambition 2050
and Net Zero Concrete Roadmap (India specific by 2070)
guide the decarbonisation journey of your Company.

To operationalise these commitments, your Company has
institutionalised various initiatives including a revised Internal
Price on Carbon. Your Company's Board of Directors has
approved a defined shadow price of USD 30 per tCO₂e. This
will be applied to all capex decisions across your Company,
with all proposals submitted for approvals - standardised to
include return on investment calculations with and without
the internal price on carbon. This approach allows your
Company to assess the environmental impact of projects
and capital expenditures and incentivise consideration of
climate-related issues in risk assessment and decision making.
By assigning a monetary value to each ton of CO2 emissions,
your Company can quantify the environmental cost of its

business activities. This internal pricing mechanism serves
as a valuable tool for transitioning towards a low-carbon
economy, influencing strategy and financial planning, driving
decarbonisation investments and opportunities, helping
reduce emissions in operations, and ensuring preparedness
for current and future carbon pricing regulations to manage
climate change risks.

Major decarbonisation levers that your Company is driving
include targeted focus on:

• Energy Transition - Scaling green power mix through
renewable power and waste heat recovery - achieved
35.8% green power substitution in the current year,
targeting 85% green power share by 2030 under RE100.

• Energy Efficiency - Delivered on EP100 commitment,
doubling energy productivity from the 2010 baseline,
significantly ahead of the 2035 target.

• Alternative Fuels and Raw Materials - increasing
substitution of fossil fuels with waste-derived alternative
fuels and industrial residues.

• Low Carbon Products and Materials - Advancing R&D
on low-carbon cement formulations, including new
supplementary cementitious materials with ~69% of
product portfolio coming in from PPC, PCC and other
blended composite cement.

• Next Generation Technologies - Advancing selective
investments in breakthrough technologies including Zero
Carbon Lime partnership with University of California,

Los Angeles ("UCLA") (with specific testing, equipment
selection, sizing, final process parameters lock-in etc.
being carried out), Kiln Electrification partnerships with
Coolbrook amongst others (to look at specific high
temperature applications ~1450-1500 °C).

During the year, your Company entered into a collaboration
agreement with Hindustan Petroleum Corporation Limited
("HPCL") to jointly explore and pilot a first of its kind
circularity initiative for used lubricating oils in the Indian
cement industry. The initiative will reprocess, used lubricating
oils generated from your Company's manufacturing units
into high quality re-refined base oil at HPCL's Green R&D
Centre in Bengaluru. As a part of the pilot, HPCL will explore
development of finished lubricants using re-refined base oil to
meet your Company's performance specifications.

Further, as a responsible business, your Company recognises
its duty towards nature. Its efforts to promote a circular
economy, water management, biodiversity, and low-carbon
product stewardship are a testament to this statement. This
year, your Company utilised 22.5% recycled input materials in
cement production and conserved 143 million cubic meters
of water, achieving its 5.8 times water positive target.

Your Company completed biodiversity impact assessments at
24 integrated units and plans to assess all its integrated units
by the end of 2028. The Life Cycle Assessment for 4 of its
major products has been completed, and their Environmental
Product Declaration ("EPD") is publicly available. Additionally,
your Company has introduced and maintained a unique
Sustainable Supply Chain Program, where all new suppliers
and vendors are evaluated for ESG risks before onboarding.
Your Company is also assessing its existing Tier 1 suppliers
and providing capacity-building sessions to help them embark
on their sustainability journey.

As a recognition of its efforts, your Company was presented
with the Gold Award at the 3^rd FICCI Sustainable Industrial
Practice Awards, in the Large Industry Category. The award
recognised organisations that balance environmental

At your Company, digital journey keeps customers and
stakeholders at the core of innovation, building a connected,
smart and sustainable ecosystem. Teams learn fast and
apply the best technologies to deliver at speed and scale.
Digitalisation has become a way of working across the
organisation, with adoption growing among customers,
channel partners, service partners and employees —
strengthening convenience, transparency and collaboration
across the value chain.

Stakeholder First

Your Company is scaling the shift from digitisation to
intelligent automation, embedding Artificial Intelligence ("AI"),

stewardship alongside economic growth and social
well-being, demonstrating a clear commitment to sustainable
industrial practices. Your Company's win reflects its strong
sustainability stewardship and performance across its
focus areas, aligned with its environmental responsibility
strategy across its operations. This recognition reinforces
your Company's commitment to sustainable industrial
development in India. Your Company's efforts in sustainability,
especially towards decarbonisation, green energy and
circularity have reaffirmed its leadership in sustainability and
operational excellence at the Quality Circle Forum of India's
("QCFI") 4^th National Environment & Sustainability Awards
and Net Zero Conclave 2025. Your Company received the
QCFI Excellence Award in the Decarbonisation, Green & RE
Excellence Award Category, the event's top honour. This
recognition is a testament to your Company's commitment to
reducing its Scope 1, 2 & 3 emissions, and to being a sectoral
leader in achieving the commissioning of more than 1GW of
green energy capacity.

Your Company has been distinguished through its inclusion
in the S&P Global Sustainability Yearbook, with a strong
Corporate Sustainability Assessment ("CSA") score of 71. Your
Company stands among an exclusive group, with only four
companies in India and twelve globally within the construction
materials sector, underscoring its commitment to best-in-class
ESG practices.

Your Company continues to make steady progress toward
its sustainability commitments through a balanced approach
- scaling proven levers while selectively investing in
breakthrough technologies. Its focus remains on delivering
measurable outcomes, strengthening resilience, and
maintaining leadership in sustainable construction materials.

ML ("Machine Learning"), Gen AI, Computer Vision and IoT

("Internet of Things") into core processes on a robust Data

Warehouse and Data Lake foundation.

• AI/ML powers complex forecasting, geospatial
white-space identification and distribution
network optimisation.

• Gen AI tools - your Company's in-house assistant
and resolution BOT give frontline sales teams
real-time insights and product information for
stronger customer conversations.

• An immersive AR/VR training platform is scaling across
cities, helping applicators use your Company's products
more effectively.

Customer First

Your Company's flagship platforms replace paper-based
processes with a seamless interface across products
and segments, improving execution discipline and
real-time visibility.

• UltraTech Trade Connect, launched in 2020, is now the
nerve centre for dealer and retailer operations across
Grey Cement, Building Products and Ready-Mix Concrete
— also serving as a digital backbone for sales, logistics
and commercial teams. Newly added AI capabilities boost
dealer engagement; 95% active dealer adoption reflects
its impact.

• UltraTech Customer Connect gives institutional
customers site-level visibility, financial documents and
One-click ePOD for material receipt. 80% of group
customers are onboarded.

Human Resources

During the year, your Company continued its strategic focus on
nurturing a high-performing, inclusive, and future-ready workforce.
A range of new initiatives were introduced to support employee
well-being, deepen inclusivity, and accelerate skill development, all
of which contribute meaningfully to business growth.

Employee Demography

Your Company's workforce continues to grow in line with
its expanding business footprint. At the end of FY26, the
total headcount for permanent workforce stood at 28,399.
Women's representation in the workforce stood at 1517
accounting for 5.3% of workforce. The workforce profile has
become progressively younger, with the average age of the
management cadre reducing to 39.6 years.

Empowering Partners

Eye-To-Track remains critical to last-mile delivery, with 85%
active trips. This year's enhancements to the driver app in the
form of digital safety-training verification, refresher reminders,
real-time loading alerts and dispatch details have improved
safety, turnaround time, partner engagement and compliance.

Empowering Internal Stakeholders

• Logistics Control Tower provides a single version of
the truth with real-time insights and exception alerts
across logistics and operations. Mobile extension has
strengthened sales-logistics-plant collaboration and
improved OTIF performance.

• OneCRM delivers a unified, AI-powered view of customer
interactions across Lines of Business ("LOBs"), supporting
visit planning, lead management and structured cross/
up-selling. A lite version works in low-network areas;
rollout is extending from trade to institutional and BPD
frontline teams.

• RMC Control Tower, an industry-first, has scaled to
140 plants across multiple cities - enabling dynamic
scheduling, real-time visibility and mobile collaboration
across plants, transit mixers, pumps and site teams to lift
delivery reliability and on-site execution.

Building a Sustainable Digital Ecosystem

Your Company's solutions deliver business impact while
advancing sustainability - cutting paper usage, manual
processes and unnecessary movement. With unified
information flow across interconnected platforms, your
Company continues progressing as a customer-centric,
digitally enabled organisation, committed to scaling emerging
technologies that create value for all stakeholders.

Gen Y and Gen Z together now account for 65% of the workforce,
bringing energy, digital fluency, and fresh perspectives. At
the same time, experience continues to be valued, with 8% of
employees having served the organisation for over 25 years.

Attracting and Retaining High Quality Talent

At your Company, attracting and retaining high quality talent
is not just a hiring priority but a strategic lever that directly
shapes leadership depth, succession strength, and long-term
competitiveness. Over the years, we have made significant
progress in institutionalising a structured and governance
led approach to leadership hiring. Through this approach,
your Company sharpened its ability to identify, assess, and
onboard leaders for crucial roles across the organisation,

supported by clearly defined role specifications, candidate
personas aligned with stakeholders, and trained assessment
panels that evaluate not just capability but long-term potential.
This resulted in 48 leadership hires during the year, with over
60% done proactively, nearly half under 45 years of age, and
a strong infusion of talent from diverse industries beyond
cement. Campus and early career programmes, including the
UltraTech Young Leaders Program, the CA Leadership Program,
UltraTechie, Udaan, the ABG Leadership Program, and the
Engineering Leadership Program, are now anchored through
structured tracks, stronger governance, mentorship, and early
deployment on meaningful business projects.

Enabling Growth Through Internal Mobility

Your Company prioritises internal talent development by
creating pathways for both horizontal and vertical career
progression. This approach prepares employees for P&L and
Functional leadership roles. A structured assessment process
helps identify individuals with high potential to take on larger
responsibilities. Focused learning, exposure to key business
areas and career mobility ensure that talent within the
organisation continues to evolve, strengthening leadership
pipeline and driving long-term growth. During the year, 62% of
employees experienced growth opportunities through career
movement. 76% of key roles in mid management and above
were filled through internal movements. And wherever a need
was felt to bring in fresh capability, we hired from the market
as well. Your Company's approach is to strengthen leadership
from within while complementing it with external talent where
the business requires new skills and perspectives.

Future-fit Workforce

Your Company's learning ecosystem is built around three
integrated pillars - Fit to Work, Fit to Perform, and Fit to Grow,
each addressing a distinct capability need and together
creating a connected pathway from role readiness to leadership
preparedness. Alongside these pillars, your Company is taking
steps for its next phase of growth by building capability in
digital, AI, sustainability, alternative fuels, environment, and
renewables. During the year, learning delivery reflected the
scale of this commitment, with over 18,500 employees trained
and more than 6.3 lakh learning hours delivered across the
organisation, averaging over 34 hours per employee.

Alongside this, your Company also implemented a trade
specific competency framework to strengthen skills of
workmen across five critical trades. The programme is
designed to align trade capabilities with business needs
through structured training and phased rollout across units.
During the year, 1,674 workmen were trained, achieving 71%

coverage of the planned 2,348 participants across 39 units,
improving baseline competency and operational readiness.

Performance turnaround of ICEM and
Kesoram

During the year, your Company prioritised business
performance turnaround of ICEM and the Cement Business
of Kesoram through delivery of an integration plan focusing
on Capability Building, Way of Working and Policies of your
Company. On capability, employees are being embedded
into your Company's learning ecosystem to accelerate
development and ensure consistent growth opportunities.
Ethics and governance foundations were established from
the outset, with complete coverage on your Company's Code
of Conduct for employees and policy to Prevent and Redress
Sexual Harassment at Workplace.

Building an Inclusive and Engaged Culture

Your Company is equally focused on building a strong culture.
Culture becomes even more important when an organisation
grows fast and becomes more complex. Your Company
continued to invest in building an inclusive workplace.

Focused efforts were made to advance gender diversity by
enabling more women to enter, grow, and take on larger roles
across businesses and locations. Inclusion initiatives such as
HERizon, a Women Employee Resource Group, and structured
celebrations of diversity helped embed inclusive behaviours
into everyday leadership practices.

Holistic Wellness for a Healthier Workforce

During the year, your Company strengthened employee
well-being through a focused and holistic approach covering
preventive, curative, rehabilitative, and promotive care.
Physical well-being was advanced through age-based
comprehensive health check-ups that support early diagnosis
and regular health monitoring. 82% of the eligible employee
cohort across your Company completed their health
check-ups. These efforts were complemented by targeted
physical and mental well-being awareness sessions, with
topics curated using insights from preventive health data.

Emotional well-being continued to be a key focus area. Your
Company also sustained the "Every Life Matters" initiative,
which promotes open conversations around mental health
and encourages employees to seek and offer support without
stigma. Financial well-being was further strengthened through
financial literacy initiatives and targeted programmes on
financial independence for specific cohorts such as women,
last-mile employees, and workmen.

Safety remains a core value and is integral to your Company's
commitment to operational excellence and responsible
growth. Your Company continues to strengthen its
Occupational Health and Safety ("OHS") framework through
a combination of robust governance, system standardisation,
capability building, and technology-led interventions,
with a clear focus on preventing life-critical incidents and
progressing towards its Zero Harm objective.

During the year, your Company further strengthened its OHS
management system through enhancements in governance,
digital integration, and standardisation across plants, mines,
and logistics operations. The fatality risk framework was
expanded to cover six critical risk areas, with additional
focus on road safety and chemical safety. System controls
were reinforced through enhanced permit-to-work and
management of change processes, supported by digital
workflows, equipment tagging, and mandatory safety
isolations. Standardisation efforts included the rollout of
comprehensive operating procedures, improved checklists,
and upgraded personal protective equipment, alongside
engineering interventions aimed at improving ventilation,
dust control, and occupational health.

Safety performance during the year reflected both progress
and areas for continued focus. The Lost Time Injury Frequency
Rate improved significantly to 0.09 compared to the previous
year, indicating stronger control over workplace risks despite
periods of higher operational intensity. Corrective actions
and system interventions enabled stabilisation, reflecting
a maturing safety culture supported by strong leadership
oversight and continuous learning.

Your Company follows a structured and proactive approach
to hazard identification and risk management across all

operations. The Hazard Identification and Risk Assessment
("HIRA") process is applied to both routine and non-routine
activities, supported by job safety assessments, pre-task risk
reviews, and standardised work procedures. Risks are evaluated
through cross-functional teams using defined criteria, with
controls applied in line with the hierarchy of risk mitigation.
Employees and contractors are actively encouraged to report
unsafe conditions through multiple channels, including toolbox
talks, safety committees, contractor engagement platforms,
and a dedicated toll-free safety helpline. Initiatives such as the
"60 seconds to think" protocol empower frontline teams to
pause and prevent unsafe work.

A structured incident investigation framework ensures that
all incidents and near misses are systematically analysed
using established root cause methodologies. Learnings
are disseminated across the organisation through formal
communication channels and translated into corrective
and preventive actions, including revisions to procedures,
engineering improvements, and strengthened controls.
Preventive approaches such as walkthrough inspections,
hazard identification drives, behaviour-based safety
programmes, and multi-tier safety audits further strengthen
early detection and risk mitigation across operations.

Your Company continues to place strong emphasis on
leadership capability and safety culture transformation.
Structured training programmes, including Train-the-Trainer
initiatives, behavioural safety interventions, and
technology-enabled learning modules, have been deployed to
build competency across employees, contractors, and logistics
partners. Leadership engagement is reinforced through visible
felt leadership practices, regular safety reviews, and integration
of safety metrics into performance management systems,
fostering accountability and a culture of shared ownership.

Road safety remains a key priority area, given the scale
of logistics operations. During the year, your Company
strengthened its approach through driver capability building,
digital monitoring of driving behaviour, enhanced verification
and compliance systems, and expanded defensive driving
training programmes. Awareness initiatives and routine health
checks further supported safer operations across the logistics
value chain.

Technology continues to play a critical role in strengthening
safety management. Digital platforms have enhanced
real-time reporting of incidents, near misses, and safety
observations, while improving tracking and closure of
corrective actions. Advanced analytics and dashboards are
being leveraged to identify patterns, strengthen root cause
analysis, and enable proactive interventions. In addition,
virtual reality-based training and digital learning tools have
improved capability building for high-risk activities and
safety-critical roles.

Your Company also maintains a robust, multi-tier audit and
assurance framework, including internal and third-party
audits, to evaluate compliance and identify improvement
opportunities. Audit outcomes have consistently highlighted
the importance of strengthening safety leadership,
hazard identification practices, fire and electrical safety
management, and asset integrity systems. Identified gaps
are systematically tracked and closed, ensuring continuous
improvement in safety performance.

Recognition and reinforcement mechanisms play an important
role in sustaining positive safety behaviours. Your Company
acknowledges safe practices and achievements across
employees and contractors through structured recognition
programmes, leadership forums, and communication platforms,
strengthening engagement and motivation across all levels.

During the year, multiple units received national and
international safety recognitions, reflecting strong compliance
with global standards and a deeply embedded safety
culture across operations. These achievements underscore
your Company's continued focus on disciplined execution,
leadership commitment, and continuous improvement.

Your Company will continue to strengthen its focus on
managing life-critical risks, improving safety performance
across high-risk activities, enhancing digital integration,
and further embedding a proactive safety culture across
its operations and value chain. Through these efforts, your
Company remains committed to ensuring the safety and
well-being of all employees, contractors, and stakeholders
while supporting sustainable and responsible growth.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors of your Company has
constituted a Corporate Social Responsibility ("CSR")
Committee, chaired by Mrs. Rajashree Birla. Other Members
of the Committee are Ms. Anita Ramachandran, Independent
Director, and Mr. K. C. Jhanwar, Managing Director.

Dr. (Mrs.) Pragnya Ram, Group Executive President, CSR,

Legacy, Documentation and Archives, is a permanent invitee to
the Committee. Your Company has in place a CSR Policy, which
is available athttps://www.ultratechcement.com/content/dam/
ultratechcementwebsite/pdf/policies/CSR-Policy.pdf.

Your Company's CSR vision is "to actively contribute to the
social and economic development of the communities in
which we operate and beyond, in sync with the UN SDGs, our
endeavour is to lift the burden of poverty weighing down the
underserved and foster inclusive growth. In doing so, build

a better, sustainable way of life for the weaker, marginalised
sections of society and enrich lives. Be a force for good."

Your Company's CSR initiatives are focused on social
empowerment and welfare, promotion of education and
healthcare, sustainable livelihood generation, and rural
infrastructure development

During the year, your Company spent H 168.70 crore on CSR
activities, constituting over 2% of the average net profits of
your Company during the last three financial years. A report
on CSR activities is provided in Annexure III, which forms part
of this Report.

Subsidiaries, Joint Ventures
and Associate Companies

The audited financial statements of your Company's
subsidiaries and joint ventures viz. Bhagwati Lime Stone
Company Private Limited, Gotan Lime Stone Khanij Udyog
Private Limited, Harish Cement Limited, Letein Valley Cement
Limited, The India Cements Limited, Birla White WallCare
Private Limited (formerly Wonder WallCare Private Limited),
UltraTech Cement Middle East Investments Limited, UltraTech
Cement Lanka (Private) Limited and their related information
are available for inspection on your Company's website at
https://www.ultratechcement.com/corporate/investors-/
financials-

During the year, your Company entered into a Share Purchase
Agreement with Celestial Energy Pte. Ltd. for sale of its
entire stake in Bhumi Resources (Singapore) Pte. Ltd.

("Bhumi Resources") and its non-operating subsidiaries.
Consequently, Bhumi Resources and the step-down
subsidiaries ceased to be subsidiaries of your Company with
effect from 2^nd February, 2026.

In accordance with the provisions of Section 129(3) of the
Act read with the Companies (Accounts) Rules, 2014, a
report on the performance and financial position of each of
the subsidiaries, joint ventures, and associate companies is
provided in the prescribed Form AOC -1 in Annexure IV of
this Report.

Your Company has adopted a Policy on Determination of
Material Subsidiaries in line with the Listing Regulations.

This policy is designed to identify material subsidiaries and
to establish a governance framework for such entities.

The policy is available on your Company's website
athttps://www.ultratechcement.com/content/dam/
ultratechcementwebsite/pdf/policies/Policy-for-determining-
material-subsidiary-companies.pdf. Your Company does not
have any material subsidiary.

Particulars of Loan, Guarantee,
and Investments

Details of loan, guarantee, and investments as on
31^st March, 2026, 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 forming
part of the standalone financial statements.

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

Information on the conservation of energy, technology
absorption, foreign exchange earnings and outgo, required to
be disclosed pursuant to Section 134(3)(m) of the Act read
with the Rule 8(3) of the Companies (Accounts) Rules, 2014,
is given in Annexure V of this Report.

Particulars of Employees

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act, read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are given in Annexure VI. In
accordance with the provisions of the aforementioned
section, the names and other particulars of employees
drawing remuneration exceeding the limits set out in the
aforesaid rules form part of this Report. However, in line with
the provisions of Section 136(1) of the Act, the Report and
Accounts as set out therein, are being sent to all Members
of your Company, excluding the aforesaid information. Any
Member who is interested in obtaining these particulars may
write to the Company Secretary.

Business Responsibility and
Sustainability Report

Business Responsibility and Sustainability Report forms part
of this Integrated and Sustainability Report. Your Company
has obtained reasonable assurance on the BRSR Core reporting.

Contract and Arrangement
with Related Parties

Related party transactions entered by your Company during
the financial year were completely on an arm's length basis
and in the ordinary course of business. There were no material
transactions with any related party as defined under section
188 of the Act read with the Companies (Meetings of Board
and its Powers) Rules, 2014. All related party transactions
have the prior approval of the Audit Committee of your
Company and reviewed by it on a quarterly basis.

The policy on Related Party Transactions, as approved
by the Audit Committee and the Board, is available at
https://www.ultratechcement.com/content/dam/
ultratechcementwebsite/pdf/policies/policy-on-related-
party-transactions-final.pdf. The details of contracts and
arrangements with related parties of your Company for the
financial year ended 31^st March, 2026 is provided in Note No. 39
to the standalone financial statements of your Company.

During the year, your Company obtained shareholders' approval
for entering into material related party transactions as defined
under Regulation 23(4) of the Listing Regulations with ICEM
for an aggregate value of H 6,347 crore for the FY 2025-26.

Governance and Oversight

Your Company has in place a Board level Risk Management
and Sustainability Committee ("RMS Committee") to

oversee the risk management process. The RMS Committee
discharges, inter alia, the following key responsibilities:

O Framework Oversight

Periodic review of the Enterprise Risk Management
("ERM") Framework to ensure its continued relevance
and effectiveness in the context of your Company's
operating environment and strategic priorities.

O Risk Assessment

Evaluation of identified risks, including assessment
of their potential impact and likelihood.

O Risk Mitigation

Oversight of mitigation strategies and management
actions designed to minimise the potential impact or
likelihood of identified risks, considering operational
controls, compliance mechanisms and the broader
business environment.

Risk Classification

For effective oversight and management, identified risks
are categorised into the following six broad categories:

O Operational Risks:

Risks arising from day to day operations, including
supply chain performance, production efficiency, asset
reliability, workplace safety and process execution.

O Strategic Risks

Risks related to your Company's long term
direction, including changes in the competitive
landscape, market dynamics, macroeconomic
conditions and decisions impacting growth,
investments and strategic positioning.

O Technology Risks

Risks associated with the performance, reliability and
security of technology systems, including system
failures, data integrity risks, information security
threats, digital capability constraints and disruptions
arising from rapid technological developments.

O Environmental, Social and Governance
("ESG") Risks

Risks relating to climate change, natural resource
usage, community relations, ethical conduct and
governance practices that may influence long term
sustainability and stakeholder value.

O Brand and Reputation Risks

Risks that may impact stakeholder trust and
perception of your Company, including those
arising from operational incidents, product quality
concerns, community issues or external events.

O Regulatory Risks

Risks arising from changes in applicable laws, regulations
and standards, as well as risks of non compliance with
statutory, legal or regulatory requirements relevant to
your Company's operations and products.

Raw Material Availability, Supply Vulnerability and
Cost Volatility

gCID

?a.

Limited availability of key raw materials, supply Operational
chain vulnerabilities and volatility in input
costs may disrupt production continuity and
adversely affect long-term operating costs.

Health, Safety and Community Well-being
across Operations

gCID

?a.

Health and safety incidents across high-risk Operational
operations may result in legal exposure,
operational disruptions and adverse
reputational impact.

Skilled Manpower Availability and Contractor
Ecosystem Constraints

gCID

?a.

Shortages of skilled manpower, concentration Operational
within the contractor ecosystem and labour-
related disruptions may lead to operational
instability, project execution delays and
compliance related challenges.

Geopolitical Tensions Affecting Operational Continuity

i

Geopolitical tensions, trade disruptions, Operational

cross-border conflicts and security-related

restrictions may disrupt operations, constrain

supply chains, increase input costs and

affect workforce mobility across domestic

and international operations.

Succession Health

i

The pace and scale of growth may outstrip Strategic
the availability of a ready leadership talent
pool, resulting in pressure on succession
pipelines for senior and mission-critical roles.

Land Acquisition, Resettlement and
Community Acceptance

i

Challenges relating to land acquisition, Strategic

resettlement and community acceptance
may delay capacity expansion initiatives and
adversely affect the Company's reputation.

Evolving Construction Technologies and Shifts in Public
Spending Patterns

i

Changes in construction materials, Strategic

technologies and public spending patterns

may reduce cement intensity, influence

demand trends and impact long-term

value creation.

ESG and Sustainability Transition

i

Delays in adoption of clean technologies ESG

and increasingly stringent sustainability
requirements may impede progress towards
long-term sustainability objectives and
increase operating costs.

Climate Change Exposure to Operations and
ESG Commitments

i

The increasing severity of climate-related ESG

impacts, including heat stress, extreme
rainfall, drought and land degradation,
may disrupt operations, affect workforce
productivity and delay progress on
ESG commitments.

Water Scarcity Exposure in Project and Operating Sites

i

Water scarcity in project and operating ESG

locations may disrupt construction
activities and operational readiness,
increase costs and create community and
reputational challenges.

Enterprise-wide Digital and Responsible AI Adoption,
Organisational Capability, Execution and Change Readiness

i

Sub-optimal digital and artificial intelligence Technology

adoption, driven by capability gaps

and execution challenges, together

with the absence of robust responsible

AI governance, may dilute returns on

technology investments and erode

stakeholder trust.

Cybersecurity Vulnerabilities and Gen-AI Data Exposure

i

Rapidly evolving cyber threats across IT Technology

and OT environments, combined with

emerging Gen-AI data exposure risks, may

result in security breaches and operational

disruptions impacting business continuity.

Spurious Products, Product Quality and IP Protection

i

The presence of spurious or counterfeit Brand and

products, inconsistent product quality Reputation

or inadequate protection of intellectual

property may adversely affect customer

trust, market perception and long-term

brand equity.

Evolving Regulatory and Statutory Compliance Obligations

i

Changes in mining, environmental, emissions Regulatory

and other statutory regulations may increase
compliance risks, delay approvals and create
operational and financial constraints.

Internal Control Systems and
their Adequacy

Your Company has put in place adequate internal control
systems, including internal financial control systems that are
commensurate with the size of its operations. Policies and
procedures related to internal control systems are designed
to ensure sound management of your Company's operations,
safekeeping of its assets, optimal utilisation of resources,
reliability of its financial information, and compliance. Clearly
defined roles and responsibilities have been institutionalised,
and systems and procedures are periodically reviewed to
keep pace with the growing size and complexity of your
Company's operations.

Directors

In accordance with the provisions of the Act and Articles of
Association of your Company, Mrs. Rajashree Birla
(DIN: 00022995) retires by rotation, and being eligible, offers
herself for re-appointment.

Mr. K. C. Jhanwar, Managing Director and Key Managerial
Personnel will be superannuating from your Company at the
end of his tenure on close of business hours of 31^st December, 2026
The Board of Directors extend its sincere appreciation and
gratitude to Mr. Jhanwar for his long association with your
Company and the significant value he brought through
his contributions.

The NRCC considered the appointment of Mr. Jayant Dua,
as Managing Director (Designate) with effect from
1^st April, 2026 and as Additional Director; Managing Director
and Key Managerial Personnel effective 1^st January, 2027, for
a term of four years, upto 31^st December, 2030. The Board,
based on the recommendation of the NRCC considered and
approved the above appointment, subject to approval by
the members of your Company. Resolutions relating to the
appointment of Mr. Dua as Director and Managing Director
form part of the Notice convening the AGM.

Mr. V. Chandrasekaran was appointed as independent director
with effect from 13^th August, 2025. Members of your
Company accorded their assent to the same at the AGM held
on 19^th August, 2025.

Mrs. Alka Bharucha shall be completing term as independent
director on 8^th June, 2026. The Board of Directors extend
their sincere appreciation and gratitude to Mrs. Bharucha for
her long association and invaluable contributions during her
tenure on the Board of your Company.

All Independent Directors have submitted requisite
declarations confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations. The
independent directors have also confirmed that they have
complied with the provisions of Schedule IV of the Act and
your Company's Code of Conduct.

Your Company's Board is of the opinion that the independent
directors possess requisite qualifications, experience,
industry knowledge and expertise in areas such as
innovation, technology and digitisation; financial literacy;
corporate governance; strategy; marketing; legal and
compliance; sustainability; risk management; human resource
development; general management including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder, and they hold the highest standards of integrity.
All independent directors of your Company have registered
their name in the data bank maintained with the Indian Institute
of Corporate Affairs, Manesar, Haryana in terms of the
provisions of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

Meetings of the Board

During the year, seven meetings of the Board of Directors
were held to deliberate on various matters. The meetings were
held on 3^rd April, 2025; 28^th April, 2025; 21^st July, 2025;

18^th October, 2025; 27^th November, 2025; 24^th January, 2026
and 6^th March, 2026. Additional details relating to the
meetings of the Board of Directors are provided in the Report
on Corporate Governance, which forms part of this Integrated
and Sustainability Report.

Your Company has the following Board-level Committees,
constituted in compliance with the requirements of the
business and relevant provisions of applicable laws and
statutes, viz. Audit Committee; NRCC; Stakeholders
Relationship Committee; CSR Committee; RMS Committee
and Finance Committee.

Details relating to the composition, terms of reference,
number of meetings held, etc. of the above Committees are
included in the Report on Corporate Governance, which forms
part of this Integrated and Sustainability Report.

Formal Annual Evaluation

The Board carries out annual performance evaluation of its
own performance, the Directors individually, as well as the
evaluation of the working of its committees as mandated
under the Act, the Listing Regulations and the Nomination
Policy of your Company, as amended from time to time.

The performance evaluation of Non-Independent Directors

and the Board is carried out by the Independent Directors.

The performance of the Chairman of the Board is also
reviewed, considering the views of the Executive, Non¬
Executive and Independent Directors.

The process broadly comprised of:

Board and Committee Evaluation

Evaluation of the Board as a whole and the Committees are
done by individual Directors. These are collated for submission
to the NRCC and feedback to the Board. The evaluation
framework focusses on various aspects of the Board
and Committees such as review, timely information from
management and others.

Directors Evaluation

Individual director's evaluation is categorised into
evaluation of performance of Executive, Non-Executive,
and Independent Directors and is based on parameters
such as contribution, attendance, decision making, action-
orientation, external knowledge, etc. Individual director's
evaluation is done by Board members, excluding the director
who is being evaluated. This is submitted to the Chairman of
your Company, and individual feedback is provided to each
Director. The evaluation of the Chairman / Executive Directors,
as done by the individual Directors, is submitted to the
Chairman of the NRCC and subsequently to the Board.

A summary of the evaluation exercise is as
follows:

• The Board expressed satisfaction on its functioning
and that of its committees. The Board continued its
focus on business strategy, market trends, sustainability
considerations, digital transformation, succession
planning and enterprise risk management.

• Independent directors scored well on expressing
their views in understanding your Company and its
requirements. They kept themselves updated on current
issues and topics that were likely to be discussed at the
Board meetings. They shared their external knowledge
and perspective during the deliberations at the

Board meetings.

• Non-Executive directors scored well in understanding
your Company, focused on business matters and other
requirements. They shared their external knowledge
and perspective during the deliberations at the
Board meetings.

• Executive Directors are action oriented and ensure timely
implementation of board decisions. They effectively lead
discussions on business issues.

• The Chairman leads the Board effectively, provides clear
strategic guidance, encourages discussion, and listens to
diverse viewpoints.

Every new director appointed on your Company's Board
attends an orientation programme. The details of the
programme are specified in the Report on Corporate
Governance section of this Integrated and Sustainability
Report. Details of the familiarisation programme
for Independent Directors are also available at
https://www.ultratechcement.com/about-us/board-of-directors.

Policy on Appointment and Remuneration of
Directors and Key Managerial Personnel

Your Company's Directors are appointed / re-appointed by the
Board on the recommendations of the NRCC and approval of
the shareholders.

The NRCC has also developed the criteria for determining the
qualifications, positive attributes and independence of Directors
and for making payments to Directors of your Company.

In accordance with the Articles of Association of your Company,
provisions of the Act, and the Listing Regulations, all Directors,
except the Executive Directors and Independent Directors, are
liable to retire by rotation and, if eligible, may offer themselves
for re-appointment. The Executive Directors are appointed
for a fixed tenure and are not liable to retire by rotation. The
Independent Directors can serve a maximum of two terms of five
years each, and their appointment and tenure are governed by
provisions of the Act and the Listing Regulations.

The NRCC has formulated the remuneration policy of your
Company, which is provided in Annexure VII of this Report
and also athttps://www.ultratechcement.com/content/
dam/ultratechcementwebsite/pdf/policies/Executive-
Remuneration-Philosophv-Policv.pdf

Key Managerial Personnel

In terms of the provisions of Section 203 of the Act,

Mr. K. C. Jhanwar, Managing Director; Mr. Vivek Agrawal, Whole¬
time Director and Chief Marketing Officer; Mr. Atul Daga, Chief
Financial Officer; and Mr. Dhiraj Kapoor, Company Secretary,
are the Key Managerial Personnel ("KMP") of your Company.

Mr. Sanjeeb Kumar Chatterjee ceased to be Company
Secretary, Compliance Officer and KMP with effect from
30^th November, 2025 in view of his superannuation on
30^th June, 2026 following a transitional period and ensuring
a smooth handover.

The Board of Directors of your Company, based on the
recommendation of the NRCC approved the appointment of

Mr. Dhiraj Kapoor as Company Secretary, Compliance
Officer and KMP, with effect from 1^st December, 2025.

Audit Committee

All members of the Audit Committee viz. Mr. Anjani Agrawal,
Mrs. Alka Bharucha and Ms. Anita Ramachandran are
Independent Directors, with Mr. Anjani Agrawal being the
Chairman. Mr. K. K. Maheshwari, Vice Chairman and
Non-executive Director; Mr. K. C. Jhanwar, Managing Director;
and Mr. Atul Daga, Chief Financial Officer, are permanent
invitees. Further details relating to the Audit Committee are
provided in the Report on Corporate Governance, which
forms part of this Integrated and Sustainability Report. During
the year under review, all recommendations made by the
Audit Committee were accepted by the Board.

Vigil Mechanism /
Whistleblower Policy

Your Company has in place a vigil mechanism for Directors
and employees to report instances and concerns about
unethical behaviour, actual or suspected fraud, or violation
of your Company's Code of Conduct. Adequate safeguards
are provided against victimisation of those who avail of the
mechanism, and direct access to the Chairman of the Audit
Committee, in exceptional cases, is provided to them.

The details of the Vigil Mechanism are also provided in Report
on Corporate Governance section of this Integrated and
Sustainability Report.

The vigil mechanism/whistleblower policy is available
athttps://www.ultratechcement.com/content/dam/
ultratechcementwebsite/pdf/Whistle blower Policy.pdf

Significant and Material orders
passed by the Regulators

Matter relating to Competition Commission
of India

Your Company (including ICEM) had filed appeals against
the order of the Competition Commission of India ("CCI")
dated 31^st August, 2016. Cumulative penalty of I 1804.31
crores was imposed on your Company (including ICEM).

Upon the National Company Law Appellate Tribunal
("NCLAT") dismissing the appeals against the CCI order dated
31^st August, 2016, your Company (including ICEM) filed

appeals before the Hon'ble Supreme Court, which had, by
its order dated 5^th October, 2018 granted a stay against the
NCLAT order. Consequently, your Company (including ICEM)
had deposited amount, equivalent to 10% of the respective
penalty amounts imposed by the CCI. Your Company
also filed an appeal against the order of the CCI dated
19^th January, 2017 (Penalty of I 68.30 crores). Your Company,
backed by legal opinions, believes that it has a good case
in both the matters, and accordingly, no provision has been
made in the accounts.

Auditors

Statutory Auditors

M/s. KKC & Associates LLP, Chartered Accountants
(formerly Khimji Kunverji & Co.), Mumbai (Registration
No: 105146W/W100621) ("KKC") were appointed as one
of the Joint Statutory Auditors for a second term from
the conclusion of the 21^st AGM till the conclusion of the
26^th AGM. The second term of KKC is up to the conclusion of
the ensuing 26^th AGM of your Company.

Pursuant to the provisions of Section 139 of the Act and
the Companies (Audit and Auditors) Rules, 2014, Deloitte
Haskins and Sells LLP, (Registration No:117366W/W-100018)
("Deloitte") were appointed as one of the Joint Statutory
Auditors to hold office from the conclusion of the 25^th AGM till
the conclusion of the 30^th AGM. Deloitte has confirmed that
they are not disqualified to continue as Auditors and are eligible
to hold office as Statutory Auditors of your Company.

Consequent to the conclusion of second term of KKC,

Deloitte will continue as Statutory Auditor of your Company.

During the year, there were no instances of fraud reported
by the auditors to the Audit Committee or the Board. The
observations made in the Auditor's Report are self-explanatory
and therefore, do not call for any further comments under
Section 134(3)(f) of the Act. The Auditor's Report does
not contain any qualification, reservation, disclaimer or
adverse remark.

Cost Auditors

The cost accounts and records as required to be maintained
under Section 148(1) of the Act are duly made and
maintained by your Company.

In terms of the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules,

2014, the Board of Directors of your Company has, on the
recommendation of the Audit Committee, appointed
M/s. D. C. Dave & Co., Cost Accountants, Mumbai to conduct

the Cost Audit of your Company for the financial year ending
31^st March, 2027, at a remuneration as mentioned in the
Notice convening the AGM.

As required under the Act and Companies (Audit and Auditors)
Rules 2014, the remuneration payable to the Cost Auditors
must be placed before the Members at a general meeting for
ratification. Hence, a resolution relating to the same forms
part of the Notice convening the AGM.

Secretarial Auditors

In terms of the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A
of the Listing Regulations, the Board had appointed
M/s. Makarand M Joshi & Co. LLP, Company Secretaries,
as Secretarial Auditors for conducting Secretarial Audit of
your Company for a period of five consecutive financial
years effective 1^st April, 2025 to 31^st March, 2030. The
report of the Secretarial Auditor for the financial year ended
31^st March, 2026 is provided in Annexure VIII. The Secretarial
Audit Report does not contain any qualification, reservation,
disclaimer or adverse remark.

Compliance with Secretarial
Standards

Your Company has complied with all applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2 relating to
'Meetings of the Board of Directors' and 'General Meetings'
respectively, issued by the Institute of Company Secretaries
of India.

Annual Return

In terms of the provisions of Section 92 and

Section 134 of the Act, the Annual Return is available at

https://www.ultratechcement.com/corporate/investors-/financials-

Other Disclosures

• No material changes and commitments affected the
financial position of your Company between the end of
the financial year and the date of this Report.

• Your Company has not issued any shares with differential
voting rights.

• There was no revision in the financial statements.

• There has been no change in the nature of the business of
your Company.

• Your Company has not issued any sweat equity shares.

• There is no application made or proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the financial year 2025-26.

• There was no instance of one-time settlement with any
Bank or Financial Institution.

• Your Company has a Maternity Support Programme which
is in compliance with the provisions of the Maternity
Benefit Act, 1961.

Disclosures as per the Sexual
Harassment of Women at
Workplace (Prevention,
Prohibition and Redressal)

Act, 2013 (POSH Act)

Your Company has adopted a zero-tolerance approach for
sexual harassment in the workplace and has formulated a
policy on the prevention, prohibition, and redressal of sexual
harassment in the workplace in line with the provisions of the
POSH Act and the rules framed thereunder, for prevention
and redressal of complaints of sexual harassment in the
workplace. Your Company has complied with provisions
relating to the constitution of the Internal Committee under
the POSH Act. During the year under review, your Company
received 20 complaints of sexual harassment, of which 17
complaints have been resolved. Investigations are in progress
for balance 3 cases. None of the complaints were pending for
more than ninety days.

Cautionary Statement

Statements in the Directors' Report and the Management
Discussion and Analysis describing your Company's
objectives, projections, estimates, expectations, or
predictions may be 'forward-looking statements' within the
meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed
or implied. Important factors that could make a difference
to your Company's operations include global and Indian
demand-supply conditions, finished goods prices, feed
stock availability and prices, cyclical demand and pricing in
associates, vendors, shareholders and investors for their
continued support and looks forward to collaborative
engagement in the future.

The Board also thanks its employees for their contribution to
your Company's performance and commends them for their
superior levels of competence, dedication, and unwavering
commitment to your Company.

For and on behalf of the Board

Kumar Mangalam Birla

Chairman
(DIN: 00012813)

Mumbai,

27^th April, 2026