UltraTech Cement Ltd

#MDStart#

DIRECTORS' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Dear Shareholders,

Your Directors present the 24^th Annual Report together with the audited accounts of your Company for the year ended 31^st March 2024.

Overview and the State of your Company's Affairs

The International Monetary Fund ("IMF") projects global growth at 3.1% in 2024 and 3.2% in 2025. This is on account of greater-than-expected resilience in the United States and several large emerging markets and developing economies, as well as fiscal support in China. While inflation is projected to decline steadily, tighter monetary policies and lingering geopolitical issues are tempering growth prospects.

The global growth forecast for 2024-25 is below the historical 2000-19 average of 3.8%, with elevated central bank policy rates to fight inflation, a withdrawal of fiscal support amid high debt weighing on economic activity, and low underlying productivity growth. Inflation is falling faster than expected in most regions, amid unwinding supply-side issues and restrictive monetary policy.

With disinflation and steady growth, the likelihood of a hard landing has receded, and risks to global growth are broadly balanced. On the upside, faster disinflation could lead to further easing of the financial conditions. On the downside, new commodity price spikes from geopolitical shocks - including continued attacks in the Red Sea and supply disruptions or more persistent underlying inflation, could prolong the tight monetary conditions.

The Indian economy demonstrates resilience and maintains healthy macroeconomic fundamentals, despite uncertainty from adverse geopolitical developments. Strong domestic demand for consumption and investment, along with the Government's continued emphasis on capital expenditure are seen as among the key drivers of GDP. Additionally, a growing domestic services sector will contribute significantly. India has registered the highest growth among major advanced and emerging market economies during this period. As per the IMF, India is likely to become the third largest economy in 2027. It also estimates that India's contribution to global growth will rise by 200 bps in five years.

The substantial tripling of capital expenditure over the past four years has significantly amplified India's economic growth and job creation. As a result, there has been an 11.1% increase in the capital expenditure outlay for the next year, amounting to ' 11,11,111 crores. This figure represents 3.4% of the GDP.

Macroeconomic stability and improvement in India's external position, particularly the significant moderation in the current account deficit and the resurgence of capital flows, were bolstered by a robust foreign exchange reserves buffer. This contributed to the stability of the Indian Rupee during FY 2023-24. Additionally, inflationary pressures in India were mitigated, largely due to proactive supply-side initiatives by the Government.

The Government's fiscal policy has aimed at bolstering the domestic economy's resilience against external shocks while safeguarding macroeconomic stability. There has been a concerted focus on the integrated and coordinated planning and implementation of infrastructure projects, adhering to the principles of PM Gati Shakti. Priority has been given to allocating expenditure towards vital sectors such as drinking water, housing, sanitation, green energy, health, education, agriculture, and rural development to foster sustainable and inclusive advancement. Additionally, the effectiveness of cash management has been enhanced through the timely release of resources using the Single Nodal Agency/Treasury Single Account system.

Responding to the increasing demand from the infrastructure and housing sectors, the Indian cement industry is poised to add new production capacities. As much as 35 - 40 million tonnes capacity is expected to be commissioned in the next fiscal, with 60 - 65% concentrated in the eastern and southern regions.

In FY 2024-25, cement demand is projected to grow by ~7-8% driven by an increase in construction activities throughout the country, spread across the infrastructure and housing sector. This is indicating a steady increase in the cement industry's capacity utilisation from around 68% in FY23 to around 72% in FY25.

It is against this backdrop, that we share your Company's performance during FY 2023-24.

Production and Capacity Utilisation (Grey Cement)

MTPA - Million Metric Tonnes Per Annum; MMT - Million Metric Tonnes

Cement production in FY 2023-24 was higher by 12% at 111.63 million tonnes as compared to FY 2022-23, while capacity utilisation was at 85% as compared to 84%.

Sales Volume

* After elimination of inter Company sales.

Domestic sales volume registered a growth of 13% in FY 2023-24. Your Company achieved the unique distinction of registering over 150 million tonnes of capacity globally in April 2024.

Financial performance

* The Scheme of Amalgamation of UltraTech Nathdwara Cement Limited ("UNCL") (a wholly-owned subsidiary of your Company) and its wholly- owned subsidiaries viz. Swiss Merchandise Infrastructure Limited ("Swiss") and Merit Plaza Limited ("Merit") is effective from 20^th April 2024. The Appointed Date being 1^st April 2023, previous year figures have been restated in accordance with the provisions of IndAS.

Net Turnover

Your Company's Net Turnover at ' 67,536 crores was 12% higher than the previous year.

Other Income

Other income was ' 1,767 crores, an increase of 28% from the previous year.

Operating Profit (PBIDT) and Margin

PBIDT at ' 13,282 crores was 23% higher than the previous year. The higher operating margin was attributable to lower input costs and volume growth, partly offset by lower sales realisations.

i. Energy Cost

Overall energy costs decreased by 10% from ' 1692/t in FY 2022-23 to ' 1,514/t, mainly due to lower fuel prices.

ii. Input Material Costs

Input material costs increased by 3% from ' 600/t in FY 2022-23 to ' 617/t.

iii. Freight and Forwarding Expenses

Freight and forwarding expenses decreased by 1% from ' 1,248/t in FY 2022-23 to ' 1,233/t mainly due to reduction in lead distance.

iv. Employee Costs

Employee costs increased to ' 2,910 crores as compared to ' 2,621 crores in the previous year, primarily due to annual increments and addition of new capacities.

v. Depreciation

At' 3,027 crores, depreciation was higher by ' 254 crores on account of capitalisation of new capacities during the year.

vi. Finance Cost

Finance cost increased to ' 867 crores from ' 756 crores primarily on account of increase in interest rates.

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.

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 its credit rating for its foreign currency bond issuances from Fitch and Moody's and has been rated by them as BBB- and Baa3, respectively.

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

During the year ended 31^st March 2024, provision for current and deferred tax expenses has been recognised as per the new tax regime adopted by your Company from FY 2023-24 in terms of the provisions of Section 115BAA of Income tax Act, 1961.

Net Profit

Normalised PAT increased by 39% from ' 4,951 crores to ' 6,905 crores.

Significant changes in key financial ratios, along with detailed explanations

I. Debtors Turnover (Days) is 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 customers. The ratio is calculated by dividing average trade receivables by average turnover per day.

II. 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.

III. 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.

IV. 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).

V. 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 liabilities by its shareholder's equity. Your Company's Debt Equity Ratio (Net) has improved by 56% in FY 2023-24, primarily on account of reduction in debt and increase in net worth during the year.

VI. 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.

VII. 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. Your Company's Net Profit Margin increased by 25% mainly on account of lower energy costs and higher volume, partly set off by higher interest outgo and lower realisations during the year.

VIII. 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. Your Company's RONW increased by 28% mainly on account of increase in Net Profit during the year.

IX. 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 profit before interest, exceptional items, and tax, by average capital employed during the year.

X. 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. Increase in Net Profit by 39%, resulted in your Company's EPS increasing by ' 68, from ' 172 in FY 2022-23 to ' 240 in FY 2023-24.

Cash Flow Statement

Sources of Cash Cash from Operations

Cash from operations was higher compared to the previous year led by higher volume and lower costs, partly set-off by increase in working capital.

Non-Operating Cash Flow

Cash from other activities was lower on account of reduced interest income on bank deposits and inter-corporate deposits.

Increase in Working Capital

Increase in working capital is attributed to increase in inventories and trade receivables on account of increase in fuel inventory and higher sales, respectively.

Net Capital Expenditure

Your Company spent ' 8,878 crores on various capex during the year. This was primarily towards growth and maintenance capex as well as Waste Heat Recovery Systems.

Decrease in Investments

Your Company's liquid investment was used for repayment of borrowings.

Repayment of Borrowings

During the year, your Company repaid debt (on a net basis) of ' 713 crores.

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.

T ransfer to General Reserves

Your Company proposes to transfer an amount of ' 5,000 crores to General Reserves.

Dividend

Your Company achieved remarkable performance during the year. Despite significant capital expenditure of ' 8,879 crores, robust cash flows have been generated. With a net debt EBITDA of 0.2x, your Company exhibits strong financial resilience. It is further poised to fuel its expansion through internal accruals, without requiring any leverage. Furthermore, the ongoing capacity expansions are expected to generate cash inflows.

Given the commendable performance, your Directors deem it apt to consider an increase in dividend payout and recommend a dividend of ' 70/- per equity share of ' 10/- per share, totalling ' 2,020.84 crores. 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 dividend policy 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 2016, aggregating to ' 1.61 crores, 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 dividend for seven years or more have also been transferred to the IEPF, pursuant to the requirements under the Act.

Composite Scheme of Arrangement - Kesoram Industries Limited

During FY 2023-24, your Directors approved a Composite Scheme of Arrangement ("the Scheme") between Kesoram Industries Limited ("Kesoram") your Company and their respective shareholders and creditors. The Scheme provides for demerger of the Cement Business of Kesoram into your Company; and the reduction and cancellation of the preference share capital of Kesoram.

The Cement Business of Kesoram consists of two integrated cement units at Sedam (Karnataka) and Basantnagar (Telangana) with a total capacity of 10.75 mtpa. The cement business also has a 0.66 MTPA packing plant in Solapur, Maharashtra. Under the Scheme, your Company will issue one equity share of face value of ' 10/- each for every 52 equity shares of Kesoram of face value ' 10/- each to the shareholders of Kesoram as on the record date as defined in the Scheme, resulting in the issuance of 59,74,301 new equity shares of your Company. The transaction will provide your Company with the opportunity to extend its footprint in the highly fragmented, competitive, and fast growing Western and Southern markets in the country. It will also help enhance your Company's geographic reach in Southern markets such as Telangana where it currently does not have any cement manufacturing plant.

The transaction is subject to the approval of your Company's shareholders and creditors, stock exchanges, National Company Law Tribunal ("NCLT"), Competition Commission of India ("CCI") and other regulatory authorities as may be required. The CCI has approved the transaction on 19^th March 2024.

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 reflect fairly 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 Directors 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 judgments 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 2024, 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 Plan

Your Company's expansion programme is progressing as per schedule. Work on the second phase of 22.6 MTPA capacity announced in FY 2022-23 is under progress with capacities commissioned across several locations. For the third phase of capacity expansion, announced in October 2023, major orders have already been placed to key technology suppliers, and civil work has also commenced at some locations.

During the year, your Company added 13.27 MTPA grey cement capacity across locations. It further commissioned 2.7 MTPA greenfield cement capacities each at Karur (Tamil Nadu) and Kukurdih (Chhattisgarh), respectively aggregating to 5.4 MTPA in April 2024. Your Company also acquired a 0.54 MTPA cement grinding asset of Burnpur Cement Limited, located at Patratu in Jharkhand, marking its entry into the state of Jharkhand.

Further, your Company also entered into an agreement to purchase a grinding asset with an installed capacity of 1.1 MTPA in addition to a captive railway siding, at Parli in Maharashtra from The India Cements Limited. It is also working on a brownfield capacity expansion of 1.2 MTPA at the Parli grinding unit as well as expanding capacity at its grinding unit at Dhule in Maharashtra from 1.8 MTPA to 3.6 MTPA.

With the acquisition of the Parli grinding unit, the ongoing expansion of 36.2 MTPA across locations and the proposed acquisition of the Cement Business of Kesoram, your Company's grey cement capacity will stand augmented to 199.6 MTPA, including its overseas capacity of 5.4 MTPA. These initiatives underscore your Company's commitment towards a resilient and prosperous India, while ensuring that your Company's growth is in tandem with the nation's development. Your Company, as India's leading cement and ready-mix-concrete player, is well placed to support the country in its exciting growth journey ahead.

Corporate Governance

Your Directors reaffirm their commitment to good corporate governance practices. During the financial year under review, your Company was compliant with the provisions relating to corporate governance. The compliance report is provided in the Corporate Governance section of this Report. The Auditor's Certificate on compliance with the conditions of corporate governance forming part of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is provided in Annexure II of this Report.

ESOS-2013

The Nomination, Remuneration and Compensation Committee ("the NRC Committee") allotted 5,660 equity shares of ' 10 each of your Company to option grantees, upon exercise of stock options and Restricted Stock Units ("RSUs"). 5,313 equity shares were pending allotment as on 31^st March 2024.

ESOS-2018

During the financial year, the NRC Committee:

• Vested 76,703 stock options and 8,010 RSUs to eligible employees, subject to the provisions of ESOS-2018.

• 40,460 equity shares were transferred to option grantees during the year from the employee welfare trust, upon exercise of options for transfer of equity shares. 1,792 equity shares were pending transfer as on 31^st March 2024.

ESOS-2022

During the year, the NRC Committee granted 117,423 stock options at an exercise price of ' 8,224.15 per stock option exercisable into the same number of equity shares of ' 10 each and 13,857 Performance Stock Units ("PSU") at an exercise price of ' 10 each on 21^st July 2023.

In terms of the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") details of stock options and RSUs/PSUs granted under the various schemes are available on your Company's website; https://www.uitratechcement.com/investors/financiais.

A certificate from the Secretarial Auditors on the implementation of your Company's ESOS wiii be available at the ensuing Annual General Meeting ("AGM") for inspection by the Members.

Share Capital

During the year, your Company allotted 10,973 equity shares of ' 10 each to option grantees upon exercise of stock options and RSUs in terms of ESOS-2013. As a result, your Company's paid-up equity share capital increased to ' 2,88,69,20,050, comprising of 28,86,92,005 equity shares of ' 10 each.

Transfer of unclaimed dividend and shares - details relating to unclaimed dividend and shares are given in the Corporate Governance section that forms part of this Report.

RESEARCH AND DEVELOPMENT

For your Company, Research and Development ("R&D") efforts are aimed towards exploring new ways of sustainable product development, responsible use of resources, energy conservation, and environment preservation. Your Company's constant endeavour is to improve the quality of products, in terms of enhanced functional attributes and develop new ones, especially to reduce the ecological footprint.

The R&D team focuses on circular economy by improving raw mix designs using alternative and other waste raw materials, reducing clinker factor, and enhancing alternative fuels and materials usage. The R&D Center is constantly and closely engaged with your Company's manufacturing units to improve energy efficiency and productivity; with the technical and marketing teams to enhance customer satisfaction by providing innovative and best technical solutions to lower carbon footprints.

The R&D Centre also extends support to and learns from other businesses' innovation activities from the Aditya Birla Group's research and development center 'Aditya Birla Science and Technology Company Private Limited', which serves the research needs of the Group's multi-disciplinary experts working on applied research projects.

Being a founding member of the Global Cement and Concrete Associations ("GCCA"), your Company's R&D Centre engages and collaborates with 'Innovandi' - the Global Cement and Concrete Research Network. This initiative brings together technology startups and the world's leading cement and concrete companies, to accelerate the next wave of innovations and achieve net zero mission. Mitigating climate change by decarbonising levers, exploring technology adoption, enhancing customer satisfaction, and developing sustainable products are the core principles followed by your Company's researchers. Your Company actively collaborates with various national and international institutions, industry partners, and associations to benchmark and learn best practices, technology piloting, process debottlenecking, and predictive studies for natural and non-renewable resource preservation, energy conservation, improved product durability, and reduced carbon footprint.

Your Company's commitment to sustainable product development is not just about the environment; it is about its customers. Over the years, your Company

has developed and manufactured various types of blended cement using additive materials such as fly ash, slag, calcined clay, among others, which not only helps reduce consumption of limestone - a natural resource but also aids in waste minimisation and leads to a circular economy.

Your Company has also developed a new type of cement currently being sold as 'Weather Plus' cement and developed composite cement for reinforcing concrete. This innovative product, 'Weather Plus', is a water repellent that effectively repels water and offers superior protection from dampness, thus safeguarding homes. This leads to reduced repair and improved service life of homes, a clear demonstration of your Company's customer-centric approach. Using composite cement to reinforce concrete will help the construction industry reduce its carbon footprint.

New Product Development Initiatives

• Green Concrete: Your Company's R&D researchers have designed and developed green concrete, a sustainable option that addresses the need for ecofriendly construction materials by utilising a high amount of Supplementary Cementitious Materials ("SCMs") such as fly ash (45-60%) and slag (up to 70%) with similar performance specifications of traditional concrete grade by lowering the cement content, thus leading to significant reduction of carbon footprint and conservation of non-renewable resources and energy. Reducing carbon emissions associated with the production of traditional concrete thus helps mitigate the harmful effects

of greenhouse gases on the environment. The enhanced addition of the SCMs in the concrete leads to improved durability and workability, thereby improving the life of the concrete structure. Green concrete is ideal for large-scale construction projects wanting to lower their overall carbon footprint.

• Low Water Requirement Concrete:

Considering water scarcity and stress areas, your Company's researchers are designing and developing a new variant of concrete that will require no or minimum water curing. This will lead to considerable savings in water required for curing concrete with increased durability of structures and construction applications.

• Ultra-High-Performance Concrete:

Your Company's researchers have developed Ultra-High- Performance Concrete ("UHPC") with strengths in the range of 150-180 MPa. The trials carried out indicate that the developed UHPC provides a viable and long-term solution for improved sustainable construction owing to its ultra-high strength properties and very low porosity, which imparts excellent resistance against aggressive environment and hence, enhanced durability.

Energy Efficiency Improvement Initiative

The cement manufacturing process requires significant thermal and electrical energy. Reducing energy consumption through systematic operational intervention and modifications is beneficial for enhancing the sustainability of operations and lowering carbon emissions. Using Computational Fluid Dynamics ("CFD") modeling and simulations, the preheater exit gas temperature is lowered, which reduces thermal energy consumption. This leads to specific fuel requirements and enhanced sustainability credentials for the operations.

CFD modeling and simulations are also used extensively across the pyro-processing operations to reduce thermal and electrical energy consumption and improving use of alternative fuels in the cement units.

In the clinker cooling operations, several cooling fans are employed which consume significant electrical energy. Fan inlet velocity profile and frictional losses are reduced by modifying the fan inlet geometries, which help in reducing power consumption, thus helping the operations to reduce carbon emissions.

Sustainability

Your Company has imbibed sustainability across its business and is committed to adopting the most scientific approaches and latest technologies to enhance operational efficiency and ensure long-term sustainability.

Your Company has committed to GCCA's Net-Zero Concrete Pathway to produce carbon-neutral concrete by 2050. It targets to reduce its Scope 1 emission intensity by 27% and Scope 2 emission intensity by 69% by 2032, from base year 2017, validated by Science Based Targets Initiative (SBTi).

Your Company's major decarbonisation initiatives include transition to green energy mix (waste heat recovery and renewable energy), substituting fossil fuels with alternative fuels, R&D for low-carbon products and technological advancements. Your Company has also signed an agreement with Coolbrook, a Finland-based company, for large-scale deployment of their patented technology - RotoDynamic HeaterTM for kiln electrification.

As part of its commitment to RE100, your Company is working extensively towards transition to green energy and targets to substitute 85% of its electricity requirement through green energy mix by 2030. During the year under review, your Company achieved 22% substitution through green energy mix. Being committed to EP100, your Company has doubled its energy productivity from base year of 2010, way ahead of its target year 2035.

This year, your Company utilised 35 million tonnes recycled input materials and alternative fuels in cement production and conserved 106 million cubic meters of water, achieving its target of becoming five times water positive.

As a responsible corporate citizen, your Company recognises its role in conserving nature. Its efforts on circular economy, water management, biodiversity and product stewardship are a testament to this philosophy. This year, your Company utilised 35 million tonnes recycled input materials and alternative fuels in cement production and conserved 106 million cubic meters of water, achieving its target of becoming five times water positive. Your Company completed biodiversity impact assessments at 15 integrated units and plans to assess all its integrated units by the end of 2024. The Life Cycle Assessment for four of its major products has been completed, with public availability of their Environmental Product Declaration.

Your Company has also introduced the one-of-a-kind Sustainable Supply Chain Programme, where all the new suppliers and vendors are assessed for ESG risks before onboarding. Your Company is also assessing its existing Tier 1 suppliers and is providing capacity-building sessions to its suppliers to embark on their sustainability journey.

Your Company's efforts in sustainability are well recognised globally. Your Company has consistently maintained its position - 6^th among Top 10 Global Companies in Construction Materials sector by S&P Global (DJSI, CSA 23). Your Company has also improved its CDP-Water ranking to A-, highest in the cement sector, securing a leadership place in the global league.

Secure by Design - Privacy as a priority

Your Company is deeply committed to leveraging digital technologies to drive operational excellence and deliver greater value to its customers. From improving safety to enhancing reliability and efficiency, your Company is constantly exploring new ways to optimise its operations through innovative technologies. By investing in advanced digital solutions, your Company is poised to achieve even greater success in the years to come.

Your Company's commitment to digital innovation powers its operational excellence and customer value. By harnessing innovative technologies, your Company enhances safety, reliability, and efficiency across the board. The strategic investment in digital solutions sets your Company on a path to unprecedented success.

Road to Digital

Your Company's digital transformation journey has been centered around the key areas of speed, scale, customer convenience, and operational efficiency. Your Company has successfully rolled out digital solutions for its employees, customers, and service partners, accelerating its efforts to provide superior value. It has made considerable progress in leveraging the best technologies to cater to the focus areas. One of its major achievements has been the seamless adoption of mobile app-based solutions by your Company's channel partners and institutional customers. By replacing paper-based processes with digital solutions, your Company has saved time and improved operational speed for all stakeholders.

Smart Manufacturing

As your Company accelerates the adoption of digitalisation, there have been active investments in cloud infrastructure to build smart and connected factories. This investment is a key foundation of your Company' commitment to innovation, delivering improved efficiencies and enhanced customer experiences. It reflects your Company's determination to drive digital transformation and accelerate growth.

Industry 4.0 Technologies

Your Company has adopted Industry 4.0 technologies, which have complemented its existing preventive procedures : with predictive and early alerts. The reliability teams have leveraged software and Al solutions to monitor and sustain process stability, enabling your Company to beat reliability records across its plant operations. Your Company is currently making efforts to validate advanced algorithms that can further improve reliability.

Your Company continues to assess technologies such as Generative AI, and AI-ML algorithms for increasing overall equipment effectiveness (OEE), process optimisation, and predictive maintenance.

Deployment of Radio Frequency Identification (RFID) sensor- based systems have helped to regulate vehicular movement at your Company's truck yards and manufacturing units, leading to improved turnaround time. This has helped optimise fleet utilisation for your Company's transport partners and enhance safety for the drivers. During the year, additional enhancements have been introduced in this system to reduce vehicle waiting time at yards by integrating those with fleet GPS systems.

Energy Optimisation and Enhanced Productivity

Your Company has continued to build on its efforts from the previous year by scaling up the adoption of algorithmic advisory solutions aimed at improving process stability and energy efficiency. The focus of the efforts has been on increasing consumption of alternative fuels and improving the generation of power through WHRS. Your Company's continuous investments in expert control systems have yielded substantial enhancements, both in process stability and efficiency. Your Company is also working on digital mining management and optimisation initiatives to further improve operational efficiencies.

Safer Operations

Your Company has adopted and scaled various advanced technologies such as computer vision to detect and prevent safety incidents, augmented reality (AR), virtual reality (VR), and other sensors to support its safety objectives at the units. Your Company will continue to expand on safety- related use cases to ensure safety of its staff, contractors, and plants.

Empowering Partners

Your Company's multilingual app, Eye-to-Track, launched for the driver partners has been well-received with over 50,000 drivers using the app. It has been instrumental in helping your Company to provide a superior delivery experience to its customers. An option of paperless outbound journey with real-time e-invoice visibility has been introduced in the driver app. Your Company utilises a transporters' portal with an aim to develop an efficient way of collaborating with transporters digitally and end-to-end paperless transactions between both the parties, starting from freight determination through e-bidding to digitally signed online submission of bills providing online visibility at every stage. Comprehensive integration with Indian Railway's Centre for Railway Information Systems ("CRIS") and associated dashboards for operational and commercial MIS enables effective utilisation of rakes and related cost management.

Empowered Teams

Your Company has implemented various digital solutions to improve the dynamic planning and sourcing of packaging materials, resulting in enhanced central synergies and efficiency. The end-to-end fuel sourcing planning platform has enabled your Company to take optimal decisions that impact energy costs, leading to significant savings.

The procurement team has also adopted a 'procure to pay' digital platform for engineering and packaging materials, further driving efficiency, and streamlining the procurement process.

Empowering Internal Stakeholders

Your Company's Logistics Control Tower ("LCT"), an integrated information hub providing end-to-end visibility of logistics, has been extended to the front-end sales teams through the mobile app LCT Lite. This helps to improve collaboration and logistics efficiencies. The digital solutions, such as 'UltraTech Trade Connect' and 'UltraTech Customer Connect', provide a unified flow of information within your Company's network of dealers, retailers, transporters, and drivers. By functioning together as an integrated platform, these solutions enable your Company to be a customer-centric partner for both its customers and end-consumers.

Empowering Employees and Contract Labour

Your Company has implemented digital solutions for facial biometric attendance recording system and end-to-end workflow management for contract labour, including completion of medical and safety training, and for regulatory compliance. This solution also ensures timely payments to vendors providing contract labour services.

Customer First

Your Company prioritises its customers and strives to enhance their experience through a team of experienced technical professionals offering on-site support and demonstrations through a mobile testing van. Additionally, your Company has implemented an efficient complaint-handling procedure that ensures timely logging, investigation, resolution, and closure of customer complaints. Your Company is committed to providing excellent customer service and addressing concerns effectively.

UltraTech Trade Connect is a mobile app-based solution that offers unparalleled convenience to your Company's dealer and retailer network across the country. The solution provides a single interface across grey cement, building products, and RMC segments, empowering channel partners to manage their day-to-day operations with ease. Over 90% of your Company's dealers across India extensively use this app.

UltraTech Customer Connect is a mobile app-based solution that assists your Company's institutional customers in better planning their site operations. This app provides visibility of supplies and test certificates, allowing institutional customers to track deliveries and access essential information on a real-time basis. With the ability to provide electronic proof of delivery (ePOD) and access to finance documents, this solution has streamlined the payment process for the customers.

Your Company's Shared Services viz. UltraTech Knowledge Service Centre ("UKSC"), now operating for around five years, has grown to a strength of 721 members processing ~2.3 million vendor invoices annually, maintaining 1.3 million customer/vendor master records, ensuring GST compliances for 26 states, and closing books of accounts for each of the 80+ units/zones every quarter to enable company-level consolidation for all your Company's operations.

UKSC is built as a scalable and digitally enabled 'Centre of Excellence' ("CoE"), which not only helps your Company to seamlessly absorb accounting work for any new cement capacity expansion, but also serves as a knowledge hub to create future finance leaders. Your Company has continued with its commitment of implementing best- in-class technology and successfully implemented SAP Blackline application. This milestone represents a significant achievement in your Company's digital transformation journey. Blackline will streamline and automate key processes, enhancing efficiency and accuracy in transaction reconciliation and system-driven substantiation of General Ledger Balance which will ensure robust internal controls and audit trail compliance.

Continuing the collaboration between the CIO's and business finance team, UKSC is currently adopting further digital initiatives for people, process, and compliance which will not only make it more efficient but also create business value by providing actionable insights to business leaders on costs, working capital and other levers to optimise the ROCE.

UKSC will continue to focus on unlocking value through the higher visibility on transactions and partner business teams to drive significant business impact. Finance transformation and operational excellence will be the top priority along with improving stakeholder experience through timely and accurate quality of output. UKSC is well poised to absorb the business expansion and is expected to further accelerate its value proposition in the coming quarters, yielding significant benefits for your Company, and its stakeholders.

Your Company is proud to highlight the continued success and impact of the Shared Services initiatives. By centralising the core transactions of the Finance and Accounting function, your Company has strengthened operational efficiency and fostered a culture of collaboration across your Company. Through the Shared Services journey, your Company has been able to optimise resource allocation, reduce overhead costs, and enhance service delivery to its internal and external stakeholders. This strategic approach not only reinforces your Company's commitment to operational excellence but also positions it for sustainable growth and success in the years ahead.

Human Resources

Your Company's ongoing success is deeply rooted in the core values of collaboration and teamwork. It is this seamless collaboration among diverse teams across different regions that has propelled your Company to a leading position in the industr y.

To sustain your Company's trajectory of growth, efforts are continuously dedicated to nurturing internal talent and empowering them to deliver high-performance results. It also focusses on enriching the talent pool through rigorous campus and lateral recruitment processes. Initiatives include tailored programmes for swift integration of new hires into the organisation, prioritising accelerated learning to boost individual and team productivity. Your Company is committed to providing fulfilling career paths and fostering an inclusive and rewarding work environment for all employees.

Investing in talent development and enabling individuals to assume leadership roles are crucial strategies for enhancing your Company's human capital. As your Company pursues its growth ambitions, it remains steadfast in recognising and rewarding efforts of its employees, motivating them to reach even greater heights.

Your Company's employee strength stood at 23,137 on 31^st March 2024, compared to 22,916 a year ago.

Safety

Your Company accords the utmost importance to human life. The safety of people involved with its business remains at the core of your Company's operations. Throughout the year, your Company has undertaken various initiatives to bolster the effectiveness of its safety management system.

With the goal of achieving 'zero harm' gaining momentum, your Company has implemented numerous interventions to enhance employee safety across its Units. While your Company continues to strengthen its focus on Fatal-4 elements, it has also initiated additional actions targeting accidents related to vehicles, drivers, and gas cylinder management:

• Strengthened actions to ensure safety throughout the entire gas cylinder supply chain, from re-fillers to transportation, storage, handling, and usage. Implementation of guidelines is closely monitored on a periodic basis.

• Enhanced driver training, particularly for market truck drivers, with penalties for non-compliance with safety protocols.

To further enhance the effectiveness and quality of safety initiatives, your Company conducted safety leadership training for professionals and organised five visible felt leadership ("VFL") sessions for seniors with the help of external experts, covering 172 senior employees across locations. Safety workshops were organised for 60 safety professionals across all Units, and half-day virtual safety leadership sessions were organised for all the Unit Heads.

To build zone ownership culture, each Unit is divided into smaller parts, with one employee assigned as the owner of each part. Their objectives include assessing safety awareness, improving safety compliance, mitigating risks, reinforcing safe behaviour, and monitoring improvement initiatives.

Special emphasis has been placed on enforcing key systems such as Process Safety Management and Management of Change to control critical risks at the sites. Your Company has evaluated the top 10 risks at each Unit and implemented appropriate control measures based on comprehensive Hazard Identification and Risk Assessment.

To prevent accidents, contract workers are empowered to refuse unsafe work conditions through the 'Sixty Seconds to Think' initiative. Lessons learned from incidents are shared across Units, and corrective actions are monitored closely. Additionally, implementation of safety standards at manufacturing units are assessed by third-party audits, with compliance verified during visits.

Moreover, 6,882 findings were reported through Contractor Field Safety Audit ("CFSA") and 4,376 findings were reported through First-Party Safety Audit ("FPSA") during the year. All the findings have been duly rectified.

Your Company has revamped the Walk-Through Inspection ("WTI") checklist to enable employees to identify and rectify unsafe conditions more effectively and introduced a WTI App for easier reporting. During the year, 5,72,277 and 1,015 findings were identified, through WTI, in cement manufacturing units and ready-mix concrete ("RMC") plants respectively. Further, a total of 3,77,153 safety observations in cement manufacturing units and 1,577 safety observations in RMC plants have been conducted throughout the year.

Furthermore, guidelines for Truck Parking Yard Maintenance Fund have been revised to manage vehicle-related risks.

Innovations such as drone applications have been introduced to mitigate risks associated with work at height and confined spaces. External safety experts have been deployed, and high-risk committees have been formed at project sites to ensure safe project execution.

An updated digital safety management portal, mySetu has been launched to facilitate reporting and analysis of safety- related information. Proactive consequence management has been strengthened to discourage risky behaviour.

In terms of safety metrics, your Company's fatality rate stood at seven, and the Lost Time Injury Frequency Rate ("LTIFR") was 0.08 which is a significant improvement from 0.10 during FY 2022-23.

Regarding safety training and initiatives undertaken, during FY 2023-24, your Company organised approximately 987,774 man-hours of safety training across Units. In addition, 24,50C persons have been trained on behavioural safety through a programme coined as 'Panchsheel'.

A total of 44,900 persons have been imparted VR-enabled training on 44 specific modules.

To build a pool of competent employees across units, five programmes (each of five-day duration) were organised for Standard Champions Training by external experts. Each of the six clusters were covered through this. Also, a total of 340 employees trained in one of the 14 safety standards covered by this programme.

During the year, 7,178 employees have successfully completed e-learning on five critical safety modules.

Moreover, virtual technical safety training was given to 3,568 employees and to 7,000 contractual workers by Regional Labour Institute, Kanpur (RLI, Kanpur) ("Amritkaal Suraksha").

A total of 67 employees from various units were trained, during FY 2023-24, to conduct structural stability assessment.

To improve adherence to safe operating procedures, your Company introduced 20 Pictorial Standard Operating Procedures for high-risk activities and provided trainings on Do's and Don'ts to drivers in Hindi and English. Additionally, it established a safety toll-free number to encourage anonymous reporting of safety concerns.

In pursuit of Emergency Preparedness, each Unit has its on-site emergency preparedness plan duly approved by concerned regulatory authority. All types of potential emergencies and their response plans are part of the approved document. The roles and responsibilities of the nodal members such as incident controller and rescue members are clearly articulated and communicated. All employees and contract workers are trained in their roles in case of any emergency. Units conduct mock drills to evaluate the response of people, equipment, and tools against all the possible emergency situations which are periodically covered in mock drills.

In terms of safety governance, your Company conducted workshops and review meetings at various levels to formulate strategies and review safety performance. Weekly safety reviews, WTIs, and contractor engagement sessions were conducted to reinforce safety norms.

On a monthly basis, Unit Apex committees headed by the Unit Head review effectiveness of the sub-committees' functioning. Representatives of Unit-level sub-committees update status in the respective board level sub-committee meetings held once in every four months where decisions are taken to act based on inputs/review outcomes. Finally, the Organisational Health and Safety Board chaired by the Managing Director and Chief Manufacturing Officer ("CMO") review organisational safety performance once every two months, and further course of action is communicated across Units.

To further bolster safety governance, during FY 2023-24, the following Leaders' Connect initiatives were continued:

• Weekly Safety Review by CMO and Unit Head, Function Head (Technical) and Department Head (Safety) of randomly selected three Units are connected for interaction on various safety KPIs of their respective Units.

• A total of 492 employees across all Units were connected through 123 sessions of 'Pratibimb' in which Cluster Heads reviewed the quality of WTIs done by those employees and guided them for further improvement.

• ^" (Contractor Connect Initiative): Unit Heads/Function Heads engaged through weekly sessions with contractors and their workers to verify their adherence to safety norms while at work.

To incentivise safety improvements, your Company has implemented a rewards and recognition policy, with rewards given to individuals and contractors demonstrating positive safety behaviour. These include safety person of the month,

safety quiz winners, and rewards for contractors with best safety performance. During FY 2023-24, the total number of safety rewards and recognitions were 18,660 (11,028 rewards and 7,632 on-spot recognitions).

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 have constituted a Corporate Social Responsibility ("CSR") Committee, chaired by Mrs. Rajashree Birla. Other Members of the Committee are Mrs. Sukanya Kripalu, 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 at https://www.ultratechcement.com/ corporate/investors-/corporate-governance.

CSR spend

Your Company's CSR activities are focused on social empowerment and welfare, infrastructure development, sustainable livelihood, healthcare, and education. Various activities across these segments have been initiated during the year around its plant locations and adjacent villages.

During the year, your Company spent ' 136.09 crores on CSR activities and set off ' 13.70 crores from the excess spent during FY21, aggregating to ' 149.79 crores, resulting in 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. Harish Cement Limited, Gotan Limestone Khanij Udyog Private Limited, Bhagwati Lime Stone Company Private Limited, UltraTech Cement Middle East Investments Limited ("UCMEIL"), UltraTech Cement Lanka (Private) Limited, and their related information are available for inspection on your Company's website.

The Scheme of Amalgamation of UltraTech Nathdwara Cement Limited ("UNCL") (a wholly-owned subsidiary of your Company) and its wholly owned subsidiaries viz. Swiss Merchandise Infrastructure Limited ("SMIL") and Merit Plaza Limited ("MPL") (collectively 'Transferor Companies') was made effective from 20^th April 2024 upon receipt of necessary approvals, including those from the respective benches of the National Company Law Tribunal at Mumbai and Kolkata. The Appointed Date of the Scheme being 1^st April 2023, previous year figures have been restated in accordance with the provisions of Ind AS. All assets and liabilities of UNCL, SMIL and MPL stand transferred to your Company from the Appointed Date, and all three companies, viz. UNCL, SMIL and MPL stand dissolved without winding up.

During the year, your Company incorporated a wholly owned subsidiary viz. Letein Valley Cement Limited, for the purposes of carrying on the business of mining of limestone and other raw materials as well as manufacture and sale of cement. Any Member who is interested in obtaining a copy of the audited financial statements of your Company's subsidiaries may write to the Company Secretary. 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 Annexure IV of this Report.

Particulars of Loan, Guarantee, and Investment

Details of loan, guarantee, and investment 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.

Energy, Technology, and Foreign Exchange

Information on the conservation of energy, technology absorption, and foreign exchange earnings and outgo, required to be disclosed pursuant to Section 134(3)(m) of the Act read with 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), 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 more than 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 Sustainability Report

Business Responsibility and Sustainability Report Core forms part of this 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 been approved by the Audit Committee of your Company and reviewed by it on a periodic basis. The policy on Related Party Transactions, as approved by the Audit Committee and the Board, is available at https://www.ultratechcement.com/investors/corporate- governance#policies.

The details of contracts and arrangements with related parties of your Company for the financial year ended 31^st March 2024, is provided in Note No. 40 to the standalone financial statements of your Company.

Risk management

The Indian cement industry, a vital contributor to national infrastructure development, faces a complex and dynamic operating environment. Your Company recognises the importance of proactive risk management to navigate these challenges and achieve sustainable growth. It believes that effective risk management can help avoid, mitigate, transfer, or accept the associated impact of risk.

Your Company has a dedicated Risk Management and Sustainability Committee ("RMS Committee") that oversees all the Company risks. This committee performs three key functions:

• Framework Review: review your Company's Enterprise Risk Management Framework, ensuring it stays up-to-date and effective.

• Risk Analysis: conduct in-depth analyses of identified risks. This analysis considers the potential impact and likelihood of each risk.

• Mitigation Strategies: define appropriate mitigation actions to minimise the impact or likelihood of each risk. They consider factors like the business environment, current operational controls, and compliance procedures when developing mitigation strategies.

Identifying and Prioritising Risks

Your Company takes a proactive approach to risk management by identifying a wide range of potential risks. These risks fall into several categories, including:

• Economic and market fluctuations

• Cost pressures and inflation

• Regulatory and compliance landscape

• Environmental and sustainability concerns

• Financial risks

• Technological disruption risks

The Committee further classifies these risks based on their timeframes:

• Long-Term Strategic Risks: These risks pose threats to your Company's long-term goals and require ongoing management.

• Short-to Medium-Term Risks: These risks are more immediate threats that require focused attention within a specific timeframe.

• Single Events: These are unpredictable but potentially disruptive events that require contingency plans.

By analysing both the likelihood and potential impact of each risk, the RMS Committee prioritises them and determines the most appropriate risk management strategy for each.

Economic and Market Fluctuations Risk

Slowdown in economic growth, coupled with subdued infrastructure development, can significantly impact cement demand. An overcapacity situation in the industry further exacerbates this issue.

• Brand Building and Innovation: Your Company emphasises on brand building through innovative marketing activities. It invests in research and development to create value-added products that cater to specific construction needs.

• Product Portfolio Diversification: Your Company has a continuous focus on expanding the product portfolio beyond Ordinary Portland Cement ("OPC") to include blended cements, premium products, and ready-mix concrete. This diversification strategy caters to a wider market segment and reduces dependence on the volatile demand for OPC.

• Collaboration with Government: Your Company actively engages with the government to advocate policies that support infrastructure development initiatives, a key driver of cement demand.

Cost Pressures and Inflation Risk

Fluctuations in the prices of key raw materials like coal, pet coke, and power significantly impact the cost of production, squeezing profit margins.

• Long-Term Fuel Contracts: Your Company leverages its strong market position to secure long-term fuel contracts, mitigating the impact of short-term price volatility.

• Fuel Mix Optimisation: Your Company invests in optimising the fuel mix by co-processing alternative fuels like waste-derived fuels and biomass. This not only reduces dependence on traditional fuels but also contributes to a more sustainable production process.

• Procurement Efficiency: Your Company emphasises on establishing efficient procurement policies for raw materials. These include exploring alternative sources of supply, negotiating favourable terms with vendors, and adopting just-in-time inventory management practices.

Regulatory and Compliance Landscape Risk

The ever-evolving regulatory environment, coupled with complex legal interpretations, can lead to noncompliance issues and potential penalties. This can also damage a company's reputation.

• Risk-Based Compliance Programmes: Your Company has established comprehensive risk-based compliance programmes. These programmes involve regular training for employees on relevant regulations and adherence to a robust code of conduct.

• Focus on Corporate Governance: Your Company prioritises maintaining high standards of corporate governance and public disclosure. This transparency fosters trust with stakeholders and minimises the risk of non-compliance.

• Professional Guidance: Your Company also emphasises on seeking professional guidance when navigating changes in regulations. This ensures timely adaptation to evolving legal requirements and minimises the risk of inadvertent non-compliance.

Environmental and Sustainability Concerns Risk

Greenhouse gas emissions, pollution from waste discharge, and water scarcity are major environmental concerns that can attract regulatory sanctions and damage a company's reputation.

• Pollution Control and Monitoring: Your Company invests in advanced pollution control equipment and continuously monitor emissions through real-time systems. This ensures compliance with environmental regulations set by the Pollution Control Boards.

• Water Conservation: Your Company is actively implementing rainwater harvesting systems and exploring Zero Liquid Discharge technology for water conservation. This allows for the reuse of treated wastewater within the production process.

• Sustainable Product Development: Your Company has been investing in research and development to create low-carbon cementitious materials. It is also expanding its product portfolios to include sustainable construction solutions.

Risk

Your Company is exposed to various financial market fluctuations including -

• Interest Rate Fluctuations: Rising interest rates can significantly impact profitability by increasing borrowing costs and debt servicing expenses.

• Foreign Exchange Rate Fluctuations: Currency fluctuations affect the value of foreign assets and liabilities, potentially leading to unexpected losses.

• Exposure Identification and Measurement: Your Company actively monitors its involvement in financial activities and quantifies potential losses or gains under various market scenarios. This helps your Company to understand its level of exposure to each type of fluctuation.

• Financial Modelling and Stress Testing: Your Company utilises financial modelling tools to simulate the impact of different market movements on its financial performance. This allows your Company to assess its resilience under challenging economic conditions.

• Derivatives and Hedging Strategies: Your Company may employ financial instruments such as options or futures contracts to hedge against specific risks. These instruments can help mitigate potential losses arising from unfavourable market movements.

• Regular Monitoring and Reporting: Your Company maintains a system for continuous monitoring of financial markets and our risk exposures. Regular reports are generated to keep the management informed and enable timely adjustments to the risk management strategy.

Risk

Your Company is faced with the challenge of adapting

to a rapidly evolving technological landscape -

• New construction materials: Advancements in materials science could lead to the development of alternative building materials with lower environmental impact or superior performance.

• Digital transformation lag: Failing to embrace automation, data analytics, and digital tools risk falling behind competitors who leverage these technologies for greater efficiency and optimisation.

• Disruptive technologies in construction: Technologies like Building Information Modelling and Prefabrication could significantly alter construction methods.

• Research and Development: Your Company invests in R&D to develop next-generation cements with lower embodied carbon, higher strength-to-weight ratios, and self-healing properties.

• Strategic Partnerships: Your Company considers strategic partnerships with companies developing alternative construction materials to explore potential applications and complementary solutions.

• Automation and Robotics: Your Company invests in automation solutions for repetitive tasks in production lines, material handling, and quality control. It also explores the use of robotics for hazardous or physically demanding jobs.

• Data Analytics and Al: Your Company has implemented data analytics tools to optimise production processes, predict equipment maintenance needs, and improve forecasting accuracy. It also explores the use of Al for process optimisation and quality control automation.

• Continuous Innovation: Your Company believes in cultivating a culture of continuous innovation encouraging exploration of new technologies and fostering collaboration across departments.

Information Technology Risks Risk

Your Company deploys IT systems, including ERP,

SCM, CRM, Portals, Workflows, Data Historian, and Mobile Solutions, to support its business processes, communications, sales, logistics, and production.

Risks could primarily arise from the unavailability of systems and/or loss or manipulation of information, new vulnerabilities, Artificial Intelligence driven phishing attacks.

Mitigation Strategies

• Making critical applications available from DR site.

Use backup procedures and store information at two different locations.

• Role based access, segregation of duty to avoid manipulation.

• Regular upgradation of IT systems with latest security standards. Advanced anti-malware system ("EDR") installed on IT devices.

• Basis information about emerging risks, security policies and procedures are updated periodically, and users are educated.

• Having business continuity plan for despatch processes.

• Your Company is also in the process of beefing up information security around Plant Production Equipment and reviewing information security processes of BPs (who provide critical services) as well.

Talent Management Risk

Your Company's growth could be hindered by its inability to attract and retain top-quality talent while effectively engaging them in the right jobs.

Mitigation Strategies

• Continuing to be being an employer of choice and instilling a sense of belonging.

• Specialised training courses are adopted to enhance and reskill employees to prepare them for future roles and create a talent pipeline.

Global Geopolitical Tension Risk

The rising fuel prices in the wake of geopolitical tensions have had an adverse impact on the cost of manufacturing owing to increased raw material, fuel, and energy costs. For your Company's business, raw material, fuel, and logistics account for a major share of the manufacturing cost.

Mitigation Strategies

• Prioritise local dependence for raw material and energy fulfilment to mitigate the disruption caused due to such global geopolitical tension.

Internal Control Systems and their Adequacy

Your Company has put in place adequate internal 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.

Retiring by rotation

In accordance with the provisions of the Act and Articles of Association of your Company, Mr. Kumar Mangalam Birla (DIN: 00012813) retires by rotation, and being eligible, offers himself for re-appointment.

Appointment of Whole-time Director

The Board at its meeting held on 29^th April 2024, based on the recommendation of the NRC Committee considered and approved the appointment of Mr. Vivek Agrawal, (DIN: 10599212) as Whole-time Director of your Company with effect from 9^th June 2024 to 31^st December 2026.

Mr. Agrawal is currently the Chief Marketing Officer of your Company. Resolution seeking his appointment along with a brief profile forms part of the Notice convening the AGM.

Re-appointment of Managing Director

The Board at its meeting held on 29^th April 2024, based on the recommendation of the NRC Committee, and taking into account the contributions made by Mr. K. C. Jhanwar, approved his re-appointment as Managing Director from 1^st January 2025, to 31^st December 2026. Resolution seeking his re-appointment along with his brief profile forms part of the Notice convening the AGM.

The existing term of Mr. Atul Daga (DIN: 06416619), Wholetime Director and Chief Financial Officer is up to 8^th June 2024. He will however continue to be the Chief Financial Officer of your Company. The Board of Directors extend their sincere appreciation and gratitude to Mr. Daga for his invaluable contributions during his tenure as Wholetime Director.

Meetings of the Board

Your Company's Board of Directors met seven times during the year to deliberate on various matters. The meetings were held on 28^th April 2023; 21^st July 2023; 19^th October 2023; 28^th October 2023; 30^th November 2023; 3^rd January 2024 and 19^th January 2024. Additional details relating to the meetings of the Board of Directors are provided in the Report on Corporate Governance, which forms part of this Report.

Your Company has the following Board-level Committees, established in compliance with the requirements of business and relevant provisions of applicable laws and statutes, viz. Audit Committee; Nomination, Remuneration, and Compensation Committee; Stakeholders Relationship Committee; Corporate Social Responsibility Committee; Risk Management and Sustainability Committee; and Finance Committee.

Details with respect 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 Report.

Independent Directors

Mr. S. B. Mathur and Mr. Arun Adhikari complete their term as independent directors on 17^th July 2024. The Board of Directors extend their sincere appreciation and gratitude to Mr. Mathur and Mr. Adhikari for their long association and invaluable contributions during their tenure on the Board of your Company.

The NRC Committee considered the appointment of Ms. Anita Ramachandran (DIN:00118188) and Mr. Anjani Kumar Agrawal (DIN:08579812) as independent directors, and recommended their appointment to the Board with effect from 17^th July 2024. The Board, on the recommendation of the NRC Committee considered and approved the appointment of Ms. Ramachandran and Mr. Agrawal as independent directors, subject to the approval of your Company's shareholders at the ensuing AGM.

AH independent directors, including Ms. Ramachandran and Mr. Agrawal 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, and expertise in industry knowledge; innovation; financial expertise; information technology; corporate governance; strategic expertise; 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, in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Resolutions seeking the appointment of Ms. Ramachandran and Mr. Agrawal as Independent Directors of your Company for a term of five years commencing 17^th July 2024 along with their brief profiles form part of the Notice convening the AGM.

Formal Annual Evaluation

Your Company's Board Evaluation Process was set up in 2014. The evaluation framework, for assessing the performance of your Company's Directors, comprises of contributions at meetings and strategic perspective or inputs regarding the growth and performance of your Company, among others. Given the focus on strengthening governance, the process has significantly evolved for companies following good governance practices. In March 2024, the NRC Committee reviewed and amended the evaluation framework with an aim to deliver the following outcomes:

• Improved effectiveness of the Directors and the Board.

• Clarify roles and accountability of various stakeholders and build a culture of continuous improvement and trust.

• Fortify the Aditya Birla Group Brand on good governance.

A revised evaluation framework was formulated and circulated to the Board for the evaluation exercise for FY 2023-24. This was an online exercise with separate evaluation forms circulated to individual Directors for evaluation of the Board, its Committees, Independent Directors/Non-Executive Directors/Executive Directors, and the Chairman of your Company.

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 NRC Committee and feedback to the Board.

Independent/Non-Executive Directors Evaluation

Evaluation done by Board members, excluding the Director who is being evaluated, 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 NRC Committee and subsequently to the Board. The evaluation framework focuses on various aspects of the Board and Committees such as review, timely information from management, and others. Performance of individual Directors are categorised into Executive, Non-Executive, and Independent Directors and is based on parameters such as contribution, attendance, decisionmaking, action-orientation, external knowledge, etc.

A summary of the evaluation exercise is as follows:

• Board expressed satisfaction on its functioning and that of its Committees. Additionally, the Board paid attention towards business strategy, market trends, sustainability considerations, digital transformation, and succession planning.

• Independent directors scored well on expressing their views in understanding the Company and its requirements. They kept themselves updated on current areas and issues 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.

The details of the familiarisation programme for Independent Directors are available at https://www. ultratechcement.com/about-us/board-of-directors.

Policy on Appointment and Remuneration of Directors and Key Managerial Personnel and Remuneration Policy

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

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, 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 NRC Committee has formulated the remuneration policy of your Company, which is provided in Annexure VII of this Report.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Act, Mr. K. C. Jhanwar, Managing Director; Mr. Atul Daga, Whole-time Director and Chief Financial Officer; and Mr. Sanjeeb Kumar Chatterjee, Company Secretary, are the Key Managerial Personnel ("KMP") of your Company.

Mr. Vivek Agrawal, Whole-time Director and Chief Marketing Officer will be a KMP with effect from 9^th June 2024.

Audit Committee

The Audit Committee comprises of Mr. S. B. Mathur, Mr. Arun Adhikari, Mrs. Alka Bharucha, and Mr. K. K. Maheshwari, majority of whom are Independent Directors, with Mr. S. B. Mathur being the Chairman. Mr. K. C. Jhanwar, Managing Director, and Mr. Atul Daga, Whole-time Director and Chief Financial Officer, are permanent invitees. The composition of the Committee will be re-constituted with effect from 17^th July 2024. Mr. Anjani Kumar Agrawal, Ms. Alka Bharucha and Ms. Anita Ramachandran, all independent directors will form the Committee. Mr. K. K. Maheshwari, Mr. K. C. Jhanwar and Mr. Atul Daga will be the permanent invitees. Further details relating to the Audit Committee are provided in the Report on Corporate Governance, which forms part of this Report. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism/Whistle Blower 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 vigil mechanism/whistle blower policy is available at https://www.ultratechcement.com/investors/corporate- governance#policies .

Significant And Material Orders Passed By The Regulators

Your Company had filed appeals against the orders of the Competition Commission of India ("CCI") dated 31^st August 2016 (Penalty of ' 1,616.81 crores) and 19^th January 2017 (Penalty of ' 68.30 crores). Upon the National Company Law Appellate Tribunal ("NCLAT") disallowing its appeal against the CCI order dated 31^st August 2016, your Company filed an appeal before the Hon'ble Supreme Court, which has, by its order dated 5^th October 2018, granted a stay against the NCLAT order. Consequently, your Company has deposited an amount of ' 161.68 crores, equivalent to 10% of the penalty of ' 1,616.81 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.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. BSR & Co. LLP, Chartered Accountants, Mumbai (Registration No: 101248W/W-100022) and M/s. KKC & Associates LLP, Chartered Accountants (formerly Khimji Kunverji & Co.), Mumbai (Registration No: 105146W/W100621) have been appointed as Joint Statutory Auditors of your Company for a second term of five years until the conclusion of the 25^th and 26^th Annual General Meetings ("AGMs"), respectively. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Joint Statutory Auditors have confirmed that they are not disqualified to continue as Auditors and are eligible to hold office as Statutory Auditors of your Company.

During the year, there were no instances of any 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.

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 have, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., Cost Accountants, Mumbai and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, to conduct the Cost Audit of your Company for the financial year ending 31^st March 2025, at a remuneration as mentioned in the Notice convening the AGM.

As required under the Act, 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, the Board had appointed M/s. Makarand M Joshi & Co. LLP, Company Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March 2024.

The report of the Secretarial Auditor is provided in Annexure VIII.

Compliance with Secretarial Standards

Your Company is compliant with the Secretarial Standards specified by the Institute of Company Secretaries of India. 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 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available at https://www.ultratechcement.com/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 2023-24.

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

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act):

Your Company has adopted zero tolerance 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 nine complaints of sexual harassment, of which seven complaints have been resolved. Investigations have been completed in the remaining two and the report is under finalisation.

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 your Company's principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business, geopolitical tensions, risks related to an economic downturn or recession in India, and other factors such as litigation and labour negotiations. Your Company is not obliged to publicly amend, modify, or revise any forward looking statements based on any subsequent development, information, or events, or otherwise.

Acknowledgement

The Board of Directors of your Company express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, and central and state governments for their support, and looks forward to their continued assistance in the future. Your Company thanks its employees for their contribution to your Company's performance and applauds them for their superior levels of competence, dedication, and commitment to your Company.

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