Minutes of the Twenty Third Annual General Meeting of

UltraTech Cement Limited held on Friday, 11th August, 2023,

deemed to be conducted at the Registered Office of the Company –
‘B’ Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (East),
Mumbai 400 093 through video conferencing (“VC”) /
other audio-visual means (“OAVM”)
which commenced at 3:00 p.m. and concluded at 4:17 pm.

Present through Video Conferencing / Other Audio-Visual Means:

Mr. Kumar Mangalam Birla: Chairman and Member
Mrs. Rajashree Birla: Non-Executive Director and Chairperson of
Corporate Social Responsibility Committee and
Member
Mr. Arun Adhikari: Independent Director and Chairman of Nomination,
Remuneration and Compensation Committee
Mrs. Alka Bharucha: Independent Director
Mr. Sunil Duggal: Independent Director and Member
Mrs. Sukanya Kripalu: Independent Director
Mr. S. B. Mathur: Independent Director and Chairman of Audit and
Stakeholders’ Relationship Committee
Mr. K. K. Maheshwari: Vice-Chairman Non-Executive Director and
Member
Mr. K. C. Jhanwar: Managing Director and Member
Mr. Atul Daga: Whole-time Director and Chief Financial Officer and
Member

Mr. Sanjeeb Kumar Chatterjee: Company Secretary and Member

Statutory Auditors:
- Mr. Vikas Kasat, Partner, BSR & Co. LLP, Chartered Accountants
- Mr. Ketan Vikamsey, Partner, Khimji Kunverji & Co. LLP, Chartered Accountants

Secretarial Auditors:
- Mr. Makarand Joshi, Partner, Makarand M. Joshi & Co., Company Secretaries

And

53 Members present through and other audio-visual means

Mr. Kumar Mangalam Birla, Chairman:

Good afternoon, dear fellow shareholder, ladies and gentlemen.

I welcome you to the Twenty-third Annual General Meeting of your Company.

In terms of various circulars issued by the Ministry of Corporate Affairs, Government of

India (“MCA”) and the Securities and Exchange Board of India (“SEBI”) companies are
allowed to hold their Annual General Meeting (“AGM”) through VC / OAVM, without the
physical presence of the Members at a common venue.

This AGM is being convened in compliance with the said MCA and SEBI Circulars, your
Company has made all efforts under the circumstances, to enable Members participate
and vote on items being considered in the AGM.

Based on registrations received, more than 30 shareholders, being the requisite

number required to constitute the quorum, have joined the AGM and I call the meeting
to order.
I thank all shareholders, colleagues on the Board, representatives of the statutory and
secretarial auditors and members of the management team for joining the AGM.

The Company had engaged KFin Technologies Limited, (“KFin”), the Registrar and
Transfer Agent for providing remote e-voting and for participating and voting at the
meeting. The facility of joining the meeting was made available on a first-come-first-
served basis and all the Members who had joined the AGM, by default, placed on ‘mute’
mode, to avoid disturbances and ensure a smooth conduct of the proceedings.
Members who had registered themselves, would be unmuted by the Moderator upon
their name being called out for speaking.

Members seeking any technical assistance that may be required during the meeting,
could use the helpline number provided in the AGM Notice.

Since the AGM is being held through video conferencing, where physical attendance
of shareholders is dispensed with, there is no requirement of appointing proxies.
Consequently, the register of proxies was not required to be maintained and made
available for inspection.

In accordance with the provisions of the MCA and SEBI circulars, the AGM Notice
together with the Annual Report for the year ended 31st March, 2023 have been emailed
to the Members who had registered their email IDs with the Company / KFin or the
respective Depository Participant with whom they maintained their demat account.

The AGM Notice and the Annual Report are uploaded on the Company’s website and
those of the BSE Limited, the National Stock Exchange of India Limited and KFin.

The Register of Directors and Key Managerial Personnel, Register of Contracts, the
Statutory Auditor’s Report, the Secretarial Audit Report and a certificate from the
Secretarial Auditors confirming that the Company’s Employees Stock Option Schemes
have been implemented in accordance with the provisions of the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 as well as documents referred to in the AGM Notice are available
for inspection electronically during the meeting.

Since the AGM Notice dated 28th April, 2023 has already been dispatched, I am, with
your permission, taking the same as read.

The Reports of the Statutory and Secretarial Auditors do not contain any adverse
qualifications, observations or comments on the functioning of your Company and are
therefore not required to be read.

In terms of the relevant provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, remote e-voting facility
was made available to shareholders, to enable them vote on the resolutions set out in
the AGM Notice.

The remote e-voting commenced at 9.00 am on 8th August, 2023 and ended at 5.00
pm on 10th August, 2023. Shareholders who have not been able to vote so far, can
vote during the AGM by clicking on the button visible on their screens.

Shareholders who have already voted through the remote e-voting mechanism can
attend the AGM; though they will not be able to vote again.

Mr. Anish Gupta, Partner, VKMG & Associates LLP, Company Secretaries, has been
appointed the Scrutinizer for the remote e-voting as well as the voting to be done during
the AGM.

Before moving on with the agenda for the meeting, let me briefly inform you about the
items of business which form part of the Notice.
Item Nos. 1 and 2 relate to:
- adoption of audited standalone financial statements for the financial year ended
31st March, 2023 and the Reports of the Directors’ and Auditors’ and the audited
consolidated financial statements for the year ended 31st March, 2023 and the
Report of Auditors’ thereon.
And
- declaration of dividend;

and form part of the Ordinary Business to be conducted at the AGM.

Item no.3 relates to appointment of Mrs. Rajashree Birla (DIN:00022995) who retires
from office by rotation, and being eligible, offers herself for re-appointment and
continuation in office.

Item no. 4 relates to ratification of the remuneration of Cost Auditors viz. M/s. D. C.
Dave & Co., Cost Accountants, Mumbai and M/s. N. D. Birla & Co., Cost Accountants,
Ahmedabad for the financial year ending 31st March, 2024.

Item no. 5 relates to amendment of your Company’s Articles of Association by addition

of a new clause relating to appointment of a person nominated by the debenture trustee
as a director on the Company’s Board in case of:
- two consecutive defaults in payment of interest to the debenture holders; or
- default in creation of security for debentures; or
- default in redemption of debentures.

Necessary explanations are provided in the Explanatory Statement forming part of the
AGM Notice.

None of the Directors, Key Managerial Personnel and their relatives, are in any way,
concerned or interested in any of the aforesaid resolutions, except for resolution
number 3 relating to the re-appointment and continuation in office of Mrs. Rajashree
Birla, in which me and my relatives are interested.

Before moving on with the agenda for the day, let me share with you some thoughts on
the prevailing circumstances, the economic scenario and the performance of your
Company during FY23 and Q1FY24.

Dear Shareholders’

Three years ago, the pandemic felt apocalyptic in its proportions. But the strength of
our collective bounce-back is equally remarkable. At the same time, we are learning to
live with a new geo-political normal that has reshaped everything from supply chains to
the relative fortunes of different countries. Against this backdrop, corporations that have
been anchored by purpose have overwhelmingly created stakeholder value.

Our firm belief in Leading with Purpose and Growing with Responsibility has been
unwavering. The foundation of our Group rests on a rich legacy of trusteeship, which
imagines corporations as institutions that drive collective prosperity.

In FY2022-23, we articulated our Group’s long-held, implicit Purpose statement. At its

heart is the commitment to enrich lives by building dynamic and responsible businesses
and institutions that inspire trust. In an era marked by abundant opportunities but also
rapid uncertainties, our Purpose statement stands as our guiding beacon, influencing
every business decision we make.
Your Company has been founded and built on this endeavour to enrich lives. Whether
it’s by empowering individual home builders in realising their dream homes,
championing national infrastructure development, uplifting local communities in which
we operate, or delivering exceptional value to stakeholders across our operations—
our Purpose remains unwavering.

Let me briefly touch upon the broader macro-economic context in which your
Company is operating
Despite weaker global growth in the current year, there is room for cautious optimism
about a subsequent recovery, as global financial markets have held up reasonably well.

The Indian economy presents a robust picture with strong domestic impulses
outweighing negative global slowdown effects. High-frequency indicators reflect
resilience in domestic economic activity, and inflation is moderating towards the
Reserve Bank of India's target level. India's sound macroeconomic fundamentals
provide comfort amidst global risks, with moderating inflation, easing current account
deficit, and improved foreign exchange reserves. Fiscal consolidation is on track
despite substantial increases in government capital expenditure. Public investments,
particularly in critical infrastructure, are making the economy future-ready, while
pragmatic industrial policies and production-linked incentives schemes will stimulate
private capex.

These initiatives, combined with improved balance sheets of banks and corporates and
the dynamism of the technology-based 'new economy,' create promising medium-term
growth prospects for the Indian economy. India today occupies a pride of place among
the largest economies of the world. While the major global economies are still weighed
down by stagflation, India has shown resilience in its continued growth momentum.

Your Company astutely anticipated and capitalized on the burgeoning opportunities in

India. This foresight not only enabled us to navigate short-term challenges effectively
but also to turn them into springboards for transformative growth. Demonstrating a
robust performance in FY23, your Company is now strategically positioned to amplify
its growth trajectory.

Let me elaborate on your Company’s performance in FY23

Given its scale of operations, both in terms of manufacturing footprint and market reach,
your Company is well poised to contribute to the Nation’s development. It’s growth in
many ways mirrors the growth of India’s infrastructure development, playing a vital role
as a national champion and as a key growth engine of the Aditya Birla Group.

In FY2022-23, your Company recorded net revenues of USD 7.9 billion (Rs. 63,240
crores) and an EBITDA of USD 1.4 billion (Rs. 11,123 crores).

FY2023 marked significant milestones for UltraTech. We achieved the unique

distinction of being the first Indian cement company to record over 100 million tons
sales volume in a fiscal year. This achievement is even more remarkable considering
that we reached a production capacity of 100+ million tons just a few years ago.

Team UltraTech consistently pushes boundaries. Your Company has doubled its grey
cement production capacity from 66.3 MTPA production capacity in FY16 to 132.4
MTPA in FY23. With the collective dedication of our employees and UltraTech's
unmatched project management prowess, we commissioned an additional 12.4 MTPA
during FY23 and another 5.5 MTPA in FY24, elevating our total cement production
capacity to 137.85 MTPA.

The strength of your Company’s operations is amply exemplified by the fact that it has
generated positive cash flow even after meeting all on-going capex, working capital
and dividend payment requirements, and has still been being able to deleverage a bit.
Work has already commenced on our next growth phase of 22.6 MTPA additional
capacity. This scorching pace of expansion is unprecedented in the sector. Completion
of all the capacity expansion projects currently underway will take your Company’s
cement production capacity to 160+ MTPA.

But we aren’t content with just that. Your Company is now targeting an ambitious goal
of achieving a production capacity of 200 million tons. This will further reinforce our
position as one of the largest cement companies in the world.

As we forge ahead, on this promising path, your Company is working to build a future
ready business which is thoughtfully crafted to strike a balance between economic
growth and its environment, social, and governance (ESG) commitments.

Your Company recognises that global leadership in the sector only enhances its
responsibility to all its stakeholders. Your Company will endeavour to set benchmarks
in every aspect of its business operations. It will continue to harness and build on its
core strengths of manufacturing excellence and customer centricity while accelerating
on its progress both in leveraging cutting-edge technologies and driving sustainability
across its business value chain. UltraTech is committed to stay ahead of the curve and
lead by a mile.

Let me now briefly touch upon your Company’s performance in Q1FY24

Your Company continued to deliver strong growth, quarter after quarter, achieving a
20% volume growth during Q1FY24, reflecting its strong position in the domestic
market. Net revenue was Rs.17,737 crores vis-à-vis Rs.15,164 crores over the
corresponding period of the previous year. Profit before interest, depreciation and tax
was Rs.3,223 crores compared to Rs.3,204 crores. Profit before tax was Rs.2,267
crores, and Profit after tax was Rs.1,688 crores compared to Rs.2,293 crores and
Rs.1,584 crores, respectively.

Moving on to Dividend
Your Directors’ have recommended a dividend of Rs. 38 per equity share for the year
ended 31st March, 2023, which entails a cash outgo of Rs.1,097 crores. The
recommended dividend is in line with your Company’s dividend policy.

Let me now focus on your Company’s Sustainability Agenda

Your Company believes that as a leading cement manufacturer its responsibility goes
beyond delivering quality products to customers. It understands the importance of
creating a sustainable future for all and strives to build meaningful connections with its
employees, suppliers, customers, regulators, investors, and the communities it
operates in.

Sustainability is at the core of your Company’s business and continues to guide its
strategic choices. Your Company’s strong commitment to sustainable growth is visible
in its actions. It has aligned itself with the climate goals set in the Paris agreement.
Your Company’s GHG emission reduction targets are validated by the Science Based
Targets Initiative (SBTi). Your Company has also adopted the recommendation of the
Task Force on Climate-Related Financial Disclosure (TCFD), and has integrated its
findings into risk management, business planning and strategy.

Your Company prioritises its environmental impact and continuously invests in low-
carbon practices beyond compliance requirements. As India’s largest cement and
concrete company, UltraTech is committed to Net Zero by 2050.

Your Company has made great strides in continuously decarbonizing its operations
across the value chain. In FY23, the Scope 1 net carbon intensity decreased by 12%
with base year of 2017, which is in line with the target to reduce carbon intensity by
27% by 2032. Your Company has 555 MW of Green Energy capacity, which includes
210 MW of WHRS installed capacity and 345 MW of contracted renewable energy.
Cumulatively, this translates to about 19% of UltraTech’s current energy requirements.
Your Company’s green energy share is planned to be increased threefold to 60% of its
total energy requirements by FY26.

Your Company has also increased its contribution to the circular economy during the
year. UltraTech has cumulatively utilised over 29 million tonnes of waste in cement
production. This includes industrial waste as alternative materials, municipal waste as
alternative fuels, and recycled materials. This has helped your Company to not only
reduce its carbon footprint but also reduce societal burden for landfill for disposal of
this waste.

Your Company recently showcased an innovation by utilising both sea and inland
waterways to transport phosphogypsum from Paradip port in Odisha to UltraTech’s
jetty in Kovaya, Gujarat. The phosphogypsum, which is a byproduct of fertiliser industry,
will be used in cement manufacturing, further strengthening your Company’s
contribution to the circular economy.

Your Company has similarly made significant progress on its other sustainability focus
areas during the year. For example, UltraTech is now 4.17 times water positive and
2.44 times plastic negative.

On the back of its sustained efforts, Your Company has been ranked 6th in the
prestigious Global Sectoral ranking of the S&P Global Dow Jones Sustainability World
Index (DJSI). UltraTech is the only Indian company in the top 10 in the Construction
Material sector for the second year in a row. Your Company has been assessed with
an overall score of 80 by DJSI for the financial year 2021-22. Furthermore, your
Company’s commitment to addressing climate change was recognised by the Global
Non-Profit Organisation, The Carbon Disclosure Project (CDP). In their FY2022
disclosure, they awarded your Company an A- score placing us in their leadership
category. The A- score is a significant improvement from its previous score of B in
FY21.

Your Company prides itself in Being a Caring Corporate Citizen

Your Company actively contributes to the social and economic development of the
communities in which it operates. This is done through focused interventions across
education and capacity building, infrastructure, healthcare, and social reforms to
transform life and livelihood opportunities, in sync with the major United Nations
Sustainable Development Goals (“SDG”).

Conclusion
It is the continued goodwill of all stakeholders and the dedication of every employee
that enables any company to achieve sustained success. As a company, UltraTech is
strongly driven by an enabling and empowering purpose to enrich lives — not just with
our products and services, but also with our actions.

I would like to express my gratitude to each one of you for your continued trust in the
path that we have chosen to deliver sustainable growth. We look forward to your
continued support as UltraTech embarks on its ambitious goal of achieving 200 million
tons of production capacity. On behalf of the Board, I wish to also express our gratitude
to our institutional partners like banks, financial institutions, business associates, state,
and central governments and all other stakeholders who have enabled us to create this
environment of trusteeship.

I am confident that your Company will continue its strong growth momentum and deliver
on the trust reposed by each one of you.

The Chairman then moved on to the question and answers.

Some shareholders had registered themselves as speakers and some queries and
suggestions had also been received. A chat box facility for posting queries and
suggestions during the meeting was available to the shareholders, which would be
separately addressed by the Company.

Since the resolutions forming part of the Notice had already been voted on through
remote e-voting, in accordance with the provisions of the Secretarial Standards relating
to general meetings, there would be no proposing and seconding of the resolutions.

The Moderator then called out the speaker shareholders.

While commending the Board and the management on the performance of the
Company during the year under review, the shareholders had some queries and
clarifications inter alia on the business operations of the Company and future growth
plans.

The Chairman thanked the shareholders for the interest shown in the working of the
Company, and replied to the queries.

He thereafter informed the shareholders that the e-voting window would remain open
for another fifteen minutes and those who have not voted, could do so now.

The voting results will be announced on Saturday, 12th August, 2023. It will be available
at the Registered Office of your Company and be uploaded on your Company’s website
and those of the stock exchanges and KFin.

The business of the meeting being completed, the Chairman declared the meeting
closed.

He once again thanked the shareholders for their participation.

************