1

DALMIA CEMENT (BHARAT) LIMITED CIN No.: U65191TN1996PLC035963

Regd. Office: Dalmiapuram- 621651, Lalgudi Taluk, Dist. Tiruchirappalli, Tamil Nadu. Phone No. 04329-235127, Fax No. 04329-235111

Website: www.dalmiacement.com, E-mail: bansal.manisha@dalmiacement.com

NOTICE OF MEETINGS OF THE SECURED AND UNSECURED CREDITORS OF DALMIA CEMENT (BHARAT) LIMITED CONVENED PURSUANT TO THE ORDER DATED 22ND SEPTEMBER, 2021 PASSED BY THE CHENNAI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL IN COMPANY APPLICATION/CAA/41/(CHE) /2021

MEETINGS:

Day Tuesday Date 9th day of November, 2021 Times Meeting of Secured Creditors at 11:00 A.M.

Meeting of Unsecured Creditors at 12:30 p.m. Venue Dalmia Colony, Dalmiapuram, Lalgudi, Tiruchirappalli, Tamil Nadu 621 651

INDEX Sr. No Particulars Page No.

1. Notice convening meetings of the Secured and Unsecured Creditors of Dalmia Cement (Bharat) Limited

2-4

2. Explanatory statement under Section 230(3) read with Sections 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013

5-19

3. Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited 20-394. Confirmation that a copy of the scheme has been filed with the Registrar of Companies 40 5. Financial statements (unaudited) as on 30th June, 2021 of Dalmia Cement (Bharat)

Limited 41-53

6. Financial statements (unaudited) as on 30th June, 2021 of Dalmia DSP Limited 54-667. Reports adopted by the Board of Directors of Dalmia Cement (Bharat) Limited and

Dalmia DSP Limited explaining the effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders.

67-72

8. Form of proxy 73-769. Attendance slip 77-7910. Route map for the venue of the meetings 80

2

Form CAA 2 [Pursuant to Section 230(3) and Rule 6 of the Companies (Compromises, Arrangements & Amalgamation) Rules, 2016]

Before the National Company Law Tribunal

Bench at Chennai

COMPANY APPLICATION /(CAA)/41(CHE)2021

In the matter of Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited

Dalmia Cement (Bharat) Limited … the Applicant Company NOTICE CONVENING THE MEETINGS OF THE SECURED AND UNSECURED CREDITORS OF DALMIA CEMENT (BHARAT) LIMITED PURSUANT TO THE ORDER DATED 22ND SEPTEMBER, 2021 PASSED BY THE CHENNAI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL To,

The Secured and Unsecured Creditors of Dalmia Cement (Bharat) Limited

TAKE NOTICE that by an order dated 22nd September, 2021 in the above mentioned Company Application (‘Order’), the Chennai Bench of the National Company Law Tribunal (‘Tribunal’/ ‘NCLT’) has directed separate meetings of the Secured and Unsecured Creditors of Dalmia Cement (Bharat) Limited (“Applicant Company” or “Transferee Company”) to be held for the purpose of considering, and if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of Dalmia DSP Limited with the Applicant Company (‘Scheme’ or ‘the Scheme’ or ‘this Scheme’).

In pursuance of the said Order and the directions given therein, further notice is hereby given that separate meetings of the Secured and Unsecured Creditors of the Applicant Company will be held at Dalmia Colony, Dalmiapuram, Lalgudi, Tiruchirappalli, Tamil Nadu – 621651 on Tuesday, the 9th day of November, 2021 at 11:00 a.m (Secured Creditors) and 12:30 p.m. (Unsecured Creditors) respectively at which time and place, the said Secured and Unsecured Creditors are requested to attend and vote, and consider and if thought fit, approve with or without modification, the following Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force), and subject to applicable provisions of the Memorandum and Articles of Association of the Company, sanctions and permissions of the National Company Law Tribunal (‘Tribunal’) and such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary, and subject to such conditions and modifications as may be prescribed, imposed or approved by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), the Scheme of Amalgamation of Dalmia DSP Limited (`the Transferor Company’ or ‘DDSPL’) with Dalmia Cement (Bharat) Limited (‘the Transferee Company’ or ‘DCBL’) be and is hereby approved.

RESOLVED FURTHER THAT any one of the Directors of the Company; Mr. Dharmender Tuteja, Chief Financial Officer; Ms. Manisha Bansal, Company Secretary; Mr. K.C.Birla, Sr. Executive Director (Growth and Expansion); Dr. Sanjeev Gemawat, Group General Counsel; Mr. M.S.Krishna, Deputy Executive Director (Finance); Mr. Sanjiv Kumar Agrawal; Mr. Bhabhagrahi Pradhan; Ms. Rachna Goria and Mr. Sitakanta Prusty, Authorised Signatories be and are hereby severally authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem requisite, desirable, appropriate or necessary to give effect to this resolution and to effectively implement the proposed Scheme of Amalgamation of DDSPL with DCBL (`Scheme’) and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the Scheme or by any authorities under law, and to do and cause to do all acts and things, to resolve any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE that you may attend and vote at the respective meeting(s) in person or by proxy, provided that a proxy in the prescribed form, duly signed by you or your authorized representative, is deposited at the registered office of the Applicant Company at Dalmiapuram, Lalgudi, District Tiruchirappalli, Tamil Nadu – 621651 not later than 48 hours before the respective meeting(s).

2

3

Copies of the Scheme, explanatory statement, respective form(s) of proxy, and all other enclosures as indicated in the Index to this notice are enclosed herewith. The same can also be obtained free of charge from the registered office of the Applicant Company on any working day (except Saturdays) prior to the date of the meetings and/or from the office of its Advocate, Mr. Pawan Jhabak at New No.115, Luz Church Road, Mylapore, Chennai – 600004.

The NCLT has appointed the undersigned, S. Vijayaraghavan, , as the Chairperson and Mr. S. Venkateswaran, as the Scrutinizer for the said meetings.

The above-mentioned Scheme, if approved by the Secured and Unsecured Creditors, will be subject to the subsequent sanction of the NCLT and any other approvals as may be required.

Dated : 30th day of September, 2021

Chennai S. VijayaraghavanTamil Nadu Chairperson appointed for the meetings

Notes:

1. The Board of Directors of the Company at its meeting held on 23rd March, 2021 had approved the Scheme ofAmalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited, subject to the sanction of the NCLT andof such other authorities as may be necessary.

2. NCLT by its Order dated 22nd September, 2021 has directed that meetings of the Secured and Unsecured Creditorsof the Applicant Company shall be convened and held at Dalmia Colony, Dalmiapuram, Lalgudi, Tiruchirappalli, TamilNadu - 621651, on the 9th day of November, 2021 for the purpose of considering, and if thought fit, approving, withor without modification(s), the said Scheme of Amalgamation.

3. The explanatory statement pursuant to Sections 230(3), 232(2) and 102 of the Companies Act, 2013 read with Rule6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is enclosed herewith and formspart of this Notice.

4. Only Secured and Unsecured Creditors of the Applicant Company who have an outstanding balance as on the closeof business hours as on 31st July, 2021 may attend and vote (either in person or by proxy) at their respective meeting.The authorized representative of a body corporate which is a Secured or Unsecured Creditor of the ApplicantCompany may attend and vote at their respective meeting provided a certified true copy of the Board/CustodialResolution/Power of Attorney , as the case may be, authorizing the individuals named therein, to attend and vote atsuch meeting on its behalf is deposited at the registered office of the Applicant Company not later than 48 hoursbefore the time of holding such meeting.

5. A Secured or Unsecured Creditor entitled to attend and vote at their respective meeting, as aforesaid, is entitled toappoint a proxy to attend and vote instead of himself and such proxy need not be a Secured/ Unsecured Creditor ofthe Applicant Company. The Form of Proxy duly completed should, however, be deposited by the Secured/Unsecured Creditor at the registered office of the Applicant Company not less than 48 hours before their respectivemeeting.

6. All alterations made in the Form of Proxy should be initialled.

7. A creditor or his/ her proxy/authorized representative is requested to - produce the attendance slip, duly completedand signed, at the entrance of the meeting venue. Proxy / authorised representative are required to carry copy ofvalid proof of identity viz. Driving licence, Aadhar Card, Ration Card, etc. at the meeting(s).

8. As directed by the Chennai Bench of the NCLT, the quorum for the meeting of the Secured Creditors of the ApplicantCompany shall be 5 Secured Creditors of the Applicant Company, present in person or by proxy and the quorum forthe meeting of the Unsecured Creditors of the Applicant Company shall be 200 Unsecured Creditors of the ApplicantCompany, present in person or by proxy . In case there is no quorum at the designated time of a meeting, then suchmeeting shall be adjourned by half an hour, and thereafter, the persons present and voting in such meeting shall bedeemed to constitute the quorum.

3

4

9. The Notice is being sent to all the creditors, who have an outstanding balance as per the books of accounts of theApplicant Company as on the close of business hours as on 31st July, 2021. This Notice of meetings is also displayed/ posted on the website of the Applicant Company https://www.dalmiacement.com

10. The result of the voting on the Resolution at the Meetings shall be announced by the Chairman of the Meetings or anyperson authorized by him, on or before 12th November, 2021. The results will be posted on the website of the ApplicantCompany at www.dalmiacement.com as well as on the notice board of the Applicant Company at its Registered Office.

11. All the material documents referred to in the accompanying Notice and the Explanatory Statement shall be open forinspection by the creditors at the registered office of the Applicant Company situated at Dalmiapuram, Lalgudi, Dist.Tiruchirappalli, Tamil Nadu-621651, during office hours on all working days (except Saturdays) between 10.00 a.m. and5.00 p.m. up to the date of the meeting(s).

Enclosures: as above

4

5

Before the National Company Law Tribunal

Bench at Chennai

COMPANY APPLICATION/(CAA)/41(CHE/2021

In the matter of Companies Act, 2013

And

In the matter of Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited

And

In the matter of Section 230 read with Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

Dalmia Cement (Bharat) Limited … the Applicant Company

EXPLANATORY STATEMENT UNDER SECTION 230(3) READ WITH SECTIONS 232(2) AND 102 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 FOR THE MEETINGS OF THE SECURED AND UNSECURED CREDITORS OF DALMIA CEMENT (BHARAT) LIMITED CONVENED PURSUANT TO THE ORDER DATED 22ND SEPTEMBER, 2021 PASSED BY THE CHENNAI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL.

In this statement, Dalmia Cement (Bharat) Limited is hereinafter referred to as ‘DCBL’ or ‘the Transferee Company’ or ‘the Applicant Company’ and Dalmia DSP Limited is hereinafter referred to as ‘DDSPL’ or ‘the Transferor Company’. The other definitions contained in the Scheme will apply to this Explanatory Statement also. The following statement pursuant to Section 230(3) of the Companies Act, 2013 sets forth the details of the proposed Scheme of Arrangement and such other details as required under Sections 230-232 of the Companies Act, 2013 read with the section 102 of the Companies Act, 2013 and Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

1. Pursuant to an order dated 22nd September, 2021 passed by the Chennai Bench of the National Company LawTribunal (‘NCLT’) in Company Application/CAA/41(CHE)/2021 referred to hereinabove and the directions giventhereunder, separate meetings of the Secured and Unsecured Creditors of the Applicant Company are beingconvened and held at Dalmia Colony, Dalmiapuram, Lalgudi, Tiruchirappalli, Tamil Nadu-621651 on Tuesday, the 9thday of November, 2021 at 11:00 a.m (Secured Creditors) and 12:30 p.m. (Unsecured Creditors) respectively for thepurpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme ofAmalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited.

A copy of the Scheme as approved by the Board of Directors of the Applicant Company at its meeting held on 23rdMarch, 2021, is attached to this explanatory statement and forms part of this statement.

2. BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER:

A. Dalmia Cement (Bharat) Limited (‘DCBL’ or ‘the Transferee Company’ or ‘the Applicant Company’)

1. Dalmia Cement (Bharat) Limited (CIN: U65191TN1996PLC035963) was incorporated on 4th July, 1996, underthe Companies Act, 1956, in the State of Tamil Nadu under the name and style of Avnija Finance Limited.Thereafter, with effect from 17th July, 2003, the name of the Transferee Company was changed to “AvnijaProperties Limited”. Thereafter, with effect from 31st December, 2010, the name of the Transferee Companywas changed to “Dalmia Cement (Bharat) Limited”. Till the date of dispatch of this Notice, there has beenno further change in the name of the Transferee Company. PAN of the Transferee Company is AADCA9414C.DCBL is a public limited company.

2. The Registered Office of the Transferee Company is presently situated at Dalmiapuram, Dist. Tiruchirappalli,Tamil Nadu- 621651. There has been no change in the registered office of the Transferee Company in thelast 5 years.

5

6

3. The email address of Transferee Company is bansal.manisha@dalmiacement.com / corp.sec@dalmiabharat.com and website is www.dalmiacement.com.

4. The authorised, issued, subscribed and paid-up share capital of Transferee Company as on 23rd March, 2021is as follows:

Subsequent to the above date, and as on the date of dispatch of this Notice, there has been no change in the authorised, issued, subscribed and fully paid up share capital of the Transferee Company.

5. The latest annual financial statements of the Transferee Company have been audited for the financial yearended on 31st March, 2021. The Transferee Company has also prepared its financial statements (unaudited)as on 30th June, 2021. Copies of the said financial statements (unaudited) as on 30th June, 2021 are attachedhereto. The Transferee Company had issued various series of Secured Redeemable Non-Convertible debenturesas described in the financial statements. Subsequent to the date of the aforesaid financial statements, i.e., 30thJune, 2021, there has been no substantial change in the financial position of the Transferee Companyexcepting those arising or resulting from the usual course of business.

6. The equity shares of the Transferee Company are not listed on any Stock Exchange. Non-ConvertibleDebentures of the Transferee Company are listed on the National Stock Exchange of India Limited (“NSE”).Commercial papers issued by the Transferee Company are listed on NSE and BSE Limited.

7. The main objects of the Transferee Company are set out in the Memorandum of Association. They are brieflyas under: -

III (A) The Main Objects to be pursued by the Company on its incorporation are:-

1. To carry on the business as owners, investors, dealers, agents, developers and brokers of realestate, land, buildings, estates, hereditament, factories, sheds, roads, highways, docks, bridges,canals, dams, ports, reservoirs, or any other structural or architectural work of any kindwhatsoever, whether rural or urban, residential, commercial or industrial, for which purpose toacquire or purchase, take on lease or in exchange, hire or by any other means obtain ownership ofand/or options or licence over any freehold or other property of any tenure, estate or interest, orany rights, priveleges or easements over or in respect of any property, land or building; to improve,alter, furnish, construct, promote, develop, finance or subsidise, the same and to dispose of ormaintain, assist in sale of the same; to build houses, offices, factories, townships, buildings,residential, cultural, sports, recreational, commercial complexes, including restaurants and hotels,markets or conveniences thereon and to equip the same or any part thereof with all or anyamenities or conveniences, drainages, sanitation facility, electricity, air conditioning, telegraph,water, telephone and television installations and to manage and deal with the same in any mannerwhatsoever, and to build, take on lease and/or rent, purchase or acquire in any manner anyapartments, houses, flats, rooms, floors or other accommodation and to let or dispose of the sameon installment basis, hire purchase basis, deferred payment basis or by outright sale whether byprivate treaty or by public auction or in any other mode of disposition all or any integral partthereof.

2. To act as traders of all kinds of goods, contractors, constructors, engineers, suppliers, interior andexterior decorators, furnishers, upholsterers and agents and to undertake, execute, advice on,assess, design, draft, inspect, estimate, survey, supervise work and contracts for work of all kindsand to carry out any ancillary or other activity relating thereto and to manufacture and deal in

Share Capital Amount in INR (In crores) Authorised Share Capital 38,53,50,000 Equity Shares of Rs. 10/- each 385.35 3,00,00,000 Preference Shares of Rs. 100/- each 300.00 72,30,00,000 Unclassified Shares of Rs. 10/- each 723.00 Total 1408.35 Issued, subscribed and fully paid-up Share Capital 31,40,45,267 Equity Shares of Rs. 10/- each 314.04 Total 314.04

6

7

construction and building materials, machines and equipments and interior and exterior decoration materials and products of all kinds and description.

3A. To carry on the business, in India or elsewhere in the world, of designing, developing, importing, procuring, selling, providing, dealing in exporting, providing consultancy, licensing (whether ready or future delivery) and marketing (whether directly or through third parties) information technology services, e-commerce related services, desktop system management application software services, network related services, site services, information kiosk services, value added network services, managed operations, international procurement operations and to establish, maintain, conduct customer software training Centre, and programming based education centres and programmes in the field of information technology and related areas.

3B. To produce, manufacture, mine, treat process, purchase, refine, prepare, import, export, sell and generally to deal in:

a. Cement, Portland cement, alumina cement, limestone, kankar and / or by products thereof andbuilding materials generally and in connection therewith to acquire, erect, construct, establish,operate and maintain cement factories, limestone quarries, workshops and other works;

b. Bricks, Tiles, Pipes, Pottery, Earthen ware, Sanitary ware, China Terracotta, Dolomite Sulpher,Pyrites, Graphite, Refractories, and Ceramic ware of all kinds.

3C. To carry on in India or elsewhere the business of, developing, constructing, establishing, commissioning, setting up, operating and maintaining electric power generating stations based on conventional resources / non-conventional resources by using wind, solar, water, coal, naphtha, fuel oil, furnace oil, natural gas, liquefied natural gas, biomass including bagasse or any other carbohydrate available above the earth or from offshore or onshore site in India or outside India for transmission, distribution or marketing the power generated/transmitted in India or outside India at such voltages as required by the customers and invest in research and development of power from conventional or non- conventional or renewable energy sources of generation and also to offer consultancy for power generation, power transmission, distribution and power marketing to any customer.

8. Clause 3C was added to the main objects of the Transferee Company vide Special Resolution passed by theShareholders of the Transferee Company in the Extra Ordinary General Meeting held on June 13, 2016.

Except for the above, there has been no change in the main objects of the Transferee Company during last5 years.

9. The Transferee Company is engaged in business of manufacturing and selling cement and its relatedproducts and refractory products.

B. Dalmia DSP Limited (‘DDSPL’ or ‘Transferor Company’)

1. Dalmia DSP Limited (CIN: U26942WB1937PLC009086) was incorporated on 11th August, 1937 under theprovisions of the Indian Companies Act, VII of 1913 by the name and style of “Kalyanpur Lime & CementWorks Limited” as a Company limited by shares. The name of the Transferor Company has changed overthe years. With effect from 23rd August, 2018, the name of the Transferor Company was changed to thepresent one i.e., “Dalmia DSP Limited”. Its PAN Number with the Income Tax Department is AABCK1273H.Save as aforesaid, during the last five years, there has been no change in the name of the TransferorCompany. None of the equity or debt instruments issued by the Transferor Company are listed on any stockexchange.

2. The Registered Office of the Transferor Company is presently situated at Merlin Acropolis, 16th Floor,Rajdanga Main Road Premises No. 1858/1, Kasba, Kolkata 700 107. The registered office of TransferorCompany was shifted to its present one on July 31, 2019 from 2& 3, Dr. Rajendra Prasad Sarani, Kolkata-700001. There has been no other change in the Registered Office of the Transferor Company in the last 5years.

3. The email address of the Transferor Company is mohanty.rajib@dalmiacement.com; and website iswww.dalmiacement.com.

7

8

4. The authorised, issued, subscribed and fully paid-up share capital of the Transferor Company as on 23rdMarch, 2021 is as under:

Share Capital Amount in INR (In crores) Authorised Share Capital 173,300,000 Equity shares of Rs. 10/- each 4,411,766 0.1% Cumulative Redeemable Preference Share of Rs. 15/- each 20,082,351 Preference Shares of Rs. 10/- each

173.30 6.62

20.08

Total 200.00 Issued, subscribed and fully paid-up Share Capital 15,00,00,000 Equity Shares of Rs. 10/- each 150.00 Total 150.00

Subsequent to the above date, and as on the date of dispatch of this Notice, there has been no change in the authorised, issued, subscribed and fully paid up share capital of the Transferor Company.

5. The latest annual financial statements of the Transferor Company have been audited for the financial yearended on 31st March, 2021. The Transferor Company has also prepared its financial statements (unaudited)as on 30th June, 2021. Copies of the said financial statements (unaudited) of the Transferor Company as on30th June, 2021 are attached hereto. The Transferor Company had issued Secured Redeemable Non-Convertible Debentures and Unsecured Redeemable/Optionally Convertible Debentures as described in thefinancial statements. Subsequent to the date of the aforesaid financial results, i.e., 30th June, 2021, there hasbeen no substantial change in the financial position of the Transferor Company excepting those arising orresulting from the usual course of business.

6. The equity shares or debt instruments of the Transferor Company are not listed on any stock exchange.

7. The main objects of the Transferor Company as contained in its Memorandum of Association amongstothers include “(1) To purchase or otherwise acquire as a going concern the business and goodwill ofKalyanpur Lime Works Limited, situate at Kalyanpur, Banjari, Lebura and Kamal-Khairida in the District ofShahabad and the goodwill and assets of that business and for the purpose to enter into and carry into effectwith or without modification the Agreement referred to in Article 3 of the Articles of Association of theCompany; (2) To purchase, take on lease, or otherwise acquire any mines, mining rights, metalliferous landin India any interest (therein and to explore, work, exercise, develop and turn to account the same. (3) Topurchase, take on lease or otherwise acquire any lands and properties in any part of India, and manage,cultivate and employ and develop the resources of and turn to account such land and property as thecompany may think fit. (4) To purchase, take on lease or in exchange, hire or otherwise acquire and to letout, hire, and trade with any moveable and immoveable property and any rights or privileges which theCompany may think necessary or convenient for the purpose of its business and in particular any lands,buildings, works, quarries, minerals, easements, machinery plants, stock-in-trade, boats, vessels and rollingstock; (5) To crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate and prepare formarket, ore, metal and mineral substances of all kinds, and to carry on any other metallurgical operationswhich may seem conducive to any of the Company objects; and (6) To buy, sell, produce, manufacture anddeal in all kinds of cement, stone and other raw materials for cement manufacture, lime and all by-productsand subsidiaries arising therefrom.”

8. There has been no change in the main objects of the Transferor Company during last 5 years.

9. The Transferor Company is engaged in the business of manufacturing and selling cement.

3. BACKGROUND OF THE SCHEME

The Scheme provides for amalgamation of the Transferor Company with the Transferee Company and various other matters consequential or otherwise integrally connected therewith, with effect from the Appointed Date or such other date as may be approved by the NCLT or any other competent authority, in accordance with the terms of the Scheme.

4. RATIONALE AND BENEFITS

8

9

The Scheme is expected to enable better realisation of potential of the businesses and yield beneficial results and enhanced value creation for the Transferor Company and the Transferee Company and their stakeholders. The Scheme is proposed with a view, inter alia, to achieve the following benefits:

1. the consolidation of business would lead to synergies in operational process and logistics alignment, creatingbetter synergy, better utilisation of human resources and further development and growth of business via asingle entity, the Transferee Company;

2. the single entity, i.e., the Transferee Company would have increased capability for offering products and servicesby virtue of its enhanced resource base and deeper client relationship, resulting in better business potential andprospects for the merged entity;

3. the proposed Scheme would help the Transferee Company in sharpening its competitiveness and developmentof long term internal and core competencies through cost savings and benefit of economies of scale unlocked tothe Transferee Company;

4. the proposed Scheme will augment the manufacturing footprint and capabilities of the Transferee Company, byincreasing the scale of manufacturing operations, thereby helping in rationalising the number of vendors,aggregating the purchases and managing the supply chain more effectively and efficiently;

5. the proposed Scheme would result in simplification of group structure under common management byconsolidating the business of wholly owned subsidiary of the Transferee Company into a single entity, i.e. theTransferee Company, which would lead to elimination of duplicative communication and coordination effortsacross multiple entities;

6. the consolidation of business would lead to better, efficient and economical cost management, cost savings,pooling of resources, optimum utilisation of resources, rationalisation of administrative expenses/services;

7. thus, the Scheme, as envisaged, is in the interest of the shareholders, creditors, employees, and otherstakeholders of each of the Companies by pursuing a focused business approach under the Transferee Company,thereby resulting in overall maximization of value creation of all the stakeholders involved.

5. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter alia, as stated below. The capitalised terms used herein shall have the same meaning as ascribed to them in the Scheme.

5.1 Appointed Date

The Scheme shall be operative from the Appointed Date, i.e. close of business hours on 31st March, 2020 or such other date as the Hon’ble NCLT may decide/ approve, being the date with effect from which the Scheme shall become operative and / or be deemed to have become operative as stated therein.

5.2 Effective Date and conditions therefor

The Scheme is conditional upon and subject to:

(a) The Scheme being approved by the requisite majority of members and such other classes of persons, as may beapplicable, pursuant to Sections 230(1) and Section 232(1) of the Companies Act, 2013 (“Act”);

(b) The sanction of the Scheme by the Hon’ble NCLT under Sections 230 to 232 of the Act;

(c) The requisite consents, no-objections, approvals or permissions of Appropriate Authority, as applicable, beingobtained, with respect to availability of incentives, exemptions, subsidies, concessions, refunds, to the TransfereeCompany, which was earlier either available to the Transferor Company or Transferor Company was entitled to.

(d) Certified copies of the order(s) of the Hon’ble NCLT sanctioning the Scheme being filed with the Registrar ofCompanies, by the respective Companies, as may be applicable.

9

10

Accordingly, it is provided that the Scheme, although operative from the Appointed Date, shall become effective on the Effective Date, being the last of the dates on which the conditions and matters referred to above have been fulfilled, obtained or waived.

5.3 Transfer and vesting of entire Undertaking

(a) With effect from the Appointed Date, the Undertaking of the Transferor Company, including all assets, property,rights, licenses and powers as well as all debts, liabilities, duties and obligations of the Transferor Company shallbe transferred to and vested in the Transferee Company as a going concern pursuant to the provisions of Section232 of the Act subject to and in accordance with the modalities for transfer and vesting detailed in the Scheme.

(b) Without prejudice to the generality of the foregoing, Non-Convertible Debentures of Transferor Company, shallstand transferred to and vested in the Transferee Company on the same terms and conditions as appearing thebook of Transferor Company. Further, the outstanding amount shall be discharged by the Transferee Companyin accordance with terms of the resolution plan of the Transferor Company approved by the Hon’ble Tribunal byits order dated 31st January, 2018. It is hereby clarified that any rights, benefits, obligations as available toTransferor Company pursuant to resolution plan under the Insolvency & Bankruptcy Code, 2016 as approved bythe Appropriate Authority, shall be available / deemed to be available to Transferee Company. Further, thesettlement of Liabilities / agreement for settlement of Liabilities, in terms of resolution plan shall be deemed tobe considered as full and final payment of such Liabilities (including their contingent claims, if any), pursuant tosuch resolution plan. It is further clarified that, the creditors of Transferor Company would not have any claimsof Liabilities other than those mentioned in the financial statements of Transferor Company after giving effect tothe Resolution Plan.

(c) The transfer of the Undertaking of the Transferor Company, as aforesaid, shall be subject to the charges,mortgages and encumbrances over or in respect of any of the assets or any part thereof as provided in theScheme.

5.4 Contracts and Proceedings

All proceedings pending by or against the Transferor Company, on the Effective Date and all contracts, obligations, actions, rights and claims by or against the Transferor Company, will be transferred to the Transferee Company and will be enforceable by or against the Transferee Company.

5.5 Incentives, Exemptions etc

Upon coming into effect of the scheme and with effect from the Appointed Date, all the incentives, exemptions, subsidies, concessions, refunds, service tax benefits, goods and service tax benefits, deductions under the Income Tax Act, subsidies (including applications for subsidies), grants, special status and other benefits or privileges enjoyed, granted or to be granted by any Appropriate Authority, or availed of by Transferor Company shall, without any further act or deed, vest with and be available to the Transferee Company on the same terms and conditions.

5.6 Treatment of Taxes

(a) All taxes (including income tax, advance tax, securities transaction tax, self-assessment tax, sales tax, service tax,goods and service tax, etc.) including interest, penalty, surcharge and cess, if any paid or payable by or refundableto Transferor Company, in respect of the operations and / or the profits of the Transferor Company before theAppointed Date, shall be on account of Transferor Company, and insofar as it relates to the tax payment(including, without limitation, sales tax, income tax, goods and services tax etc.), whether by way of deductionor collection at source, advance tax or otherwise howsoever, by Transferor Company after the Appointed Date,the same shall be deemed to be the corresponding item paid by the Transferee Company, and shall, in allproceedings, be dealt with accordingly.

(b) Without prejudice to the generality of the foregoing, on and from the Appointed Date, if any certificate for taxdeducted or collected at source or any other tax credit certificate relating to the Transferor Company is receivedin the name of Transferor Company respectively, or tax credit relating to the Transferor Company is appearing inForm 26AS of the Transferor Company, it shall be deemed to have been received by and in the name of theTransferee Company which alone shall be entitled to claim credit for such tax deducted or paid.

10

11

(c) Upon the coming into effect of the scheme, Transferor Company and the Transferee Company are expresslypermitted to file/ revise their respective tax returns / computation of total income after giving effect ofAmalgamation electronically and if the electronic filing is not enabled in the official website of the income taxdepartment, it can be filed manually before the income tax authorities holding jurisdiction over the TransferorCompany and the Transferee Company even if the time limit prescribed for filing revised return of income /computation of total income, as applicable has lapsed and/or assessment proceedings has been completed andno further approval for filing revised return / revised computation of total income after giving effect of theAmalgamation shall be required from CBDT or any other Appropriate Authority and also revise relatedwithholding tax certificates, including withholding tax certificates relating to transactions between TransferorCompany and the Transferee Company, to the extent required and to claim refunds, advance tax and withholdingtax credits, or tax related deductions, or any other tax related compliances or filings of forms.

(d) The goods and services tax paid by Transferor Company for the period commencing from the Appointed Dateshall be deemed to be the goods and services tax paid by the Transferee Company, and credit for such goods andservices tax shall be allowed to the Transferee Company notwithstanding that challans for goods and services taxpayments are in the name of Transferor Company and not in the name of the Transferee Company. TransfereeCompany shall be allowed to continue GSTINs of Transferor Company, for a period of 6 months from the EffectiveDate, so as to avail input tax credit on such GST Invoices which have been raised in the name of TransferorCompany and transfer such input tax credit to Transferee Company or for any other purpose, as per the ApplicableLaws.

(e) Upon the coming into effect of the scheme and as per the provisions of Section 72A and other applicableprovisions of the Income Tax Act, all accumulated losses and unabsorbed depreciation, if any, of the TransferorCompany, as on & up to the Appointed Date, shall be transferred to the Transferee Company. It is expressly clarifiedthat all the accumulated losses and unabsorbed depreciation as are transferred, shall be eligible to be carriedforward and set off in the hands of the Transferee Company.

5.7 Compliance with Section 2(1B) of the Income Tax Act

The provision of Part III of the scheme as they relate to the Amalgamation comply with the conditions relating to “amalgamation” as defined and specified under Section 2(1B) of the Income Tax Act. If any terms or provisions or part of Part III of the scheme are found or interpreted to be inconsistent with the provisions of Section 2(1B) of the Income Tax Act, at a later date including resulting from an amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of Section 2(1B) of the Income Tax Act shall prevail and the Scheme shall stand modified to the extent necessary to comply with Section 2(1B) of the Income Tax Act and such modifications shall not affect other parts of the Scheme.

5.8 Employees

(a) Upon the coming into effect of the scheme, all permanent employees and interns/trainees, if any, as on theEffective Date, who are on the payrolls of the Transferor Company, including key managerial personnel andcontract labourers shall become employees of the Transferee Company with effect from the Effective Date, onsuch terms and conditions as are no less favourable than those on which they are currently engaged by theTransferor Company, without any interruption of service as a result of this Amalgamation and transfer.

(b) The Transferee Company undertakes that for the purpose of payment of any retrenchment compensation andother terminal benefits including gratuity to the employees of the Transferor Company, the past services of suchemployees with the Transferor Company or their predecessors shall also be taken into account and it shall paythe same accordingly, as and when such amounts are due and payable.

(c) Upon the Scheme becoming effective, the Transferor Company will transfer/handover to Transferee Company,copies of employment information of all such transferred employees of Transferor Company, including but notlimited to, personnel files (including hiring documents, existing employment contracts, and documents reflectingchanges in an employee’s position, compensation, or benefits), payroll records, medical documents (includingdocuments relating to past or ongoing leaves of absence, on the job injuries or illness, or fitness for workexaminations), disciplinary records, supervisory files and all forms, notifications, orders and contribution/identitycards issued by the concerned authorities relating to benefits transferred pursuant to this sub-clause.

(d) The existing provident fund, employee state insurance contribution, superannuation and gratuity fund, staffwelfare scheme, employee stock option plan, incentives, if any, of which the aforesaid employees of Transferor

11

12

Company, are members or beneficiaries, along with all accumulated contributions therein till the Effective Date, shall, with the approval of the concerned authorities, be transferred to and continued without any break, to be administered by the Transferee Company for the benefit of such employees on the same terms and conditions. All benefits and schemes being provided to the transferred employees will be treated as having been continuous and uninterrupted for the purpose of the aforesaid schemes. Accordingly, the provident fund, employee state insurance contribution, superannuation fund and gratuity fund, staff welfare scheme, employee stock option plan dues, if any, of the said employees of Transferor Company, would be continued to be deposited in the transferred provident fund, employee state insurance contribution, superannuation fund and gratuity fund, staff welfare scheme, employee stock option plan account by the Transferee Company. In case necessary approvals are not received or the respective funds are not created by the Effective Date and there is delay, all such amounts shall continue to be administered by Transferor Company as a trustee from the Effective Date till the date of actual transfer and on receiving the approvals, all the accumulated amounts till such date, shall be transferred to the respective funds of the Transferee Company in accordance with the approvals that have been obtained

(e) The contributions made by Transferor Company in respect of their employees under Applicable Laws, to theprovident fund, gratuity fund, leave encashment fund and any other special scheme or benefits created, for theperiod after the Appointed Date shall be deemed to be contributions made by Transferee Company.

(f) The Transferee Company shall continue to abide by any agreement(s)/ settlement(s) entered into by theTransferor Company with any of their employees prior to Appointed Date and from Appointed Date till theEffective Date.

5.9 No issue of new shares in lieu of shares of Transferor Company

As the entire paid up share capital of Transferor Company is held by Transferee Company along with its nominees, it is expressly understood that, upon the scheme becoming effective, there will be no issue and allotment of any securities by Transferee Company in respect of Amalgamation. Consequently, the investment of Transferee Company in entire paid-up share capital of the Transferor Company shall stand cancelled in the books of Transferee Company, pursuant to Amalgamation.

5.10 Conduct of business between Appointed Date and Effective Date

With effect from the Appointed Date and up to and including the Effective Date:

(a) The Transferor Company shall carry on and be deemed to have carried on all business and activities and shallhold and stand possessed of and shall be deemed to hold and stand possessed of all its estates, assets, rights,title, interest, authorities, contracts, investments and strategic decisions for and on account of, and in trust for,the Transferee Company;

(b) All obligations, Liabilities, duties and commitments, shall be undertaken and shall be deemed to have beenundertaken by Transferor Company for and on account of and in trust for Transferee Company.

(c) All profits and income accruing or arising to or losses and expenses arising, incurred or accruing to the TransferorCompany, for the period commencing from the Appointed Date and up to and including the Effective Date, shallfor all purposes be treated as and deemed to be the profits, income, losses or expenses, as the case may be, ofthe Transferee Company.

(d) All the benefits (including deduction, if any) availed or Liabilities accrued under the Income Tax Act to theTransferor Company, for the period commencing from the Appointed Date and up to and including the EffectiveDate, shall for all purposes be treated as and deemed to be the benefit availed or Liabilities accrued by theTransferor Company on the behalf of and in trust of the Transferee Company.

(e) Any of the rights, powers, authorities or privileges exercised by Transferor Company, shall be deemed to havebeen exercised by Transferor Company for and on behalf of, and in trust for and as an agent of TransfereeCompany. Similarly, any of the obligations, duties and commitments that have been undertaken or discharged byTransferor Company, shall be deemed to have been undertaken for and on behalf of and as an agent of TransfereeCompany;

(f) Transferor Company shall not without the concurrence of Transferee Company alienate, charge or otherwisedeal with any of its assets except in the ordinary course of its business.

12

13

5.11 Accounting for the Amalgamation

Upon the Scheme becoming effective, the Transferee Company shall account for Amalgamation in its books of account in accordance with IND AS 103 - “Business Combination” and such other IND AS as may be applicable or prescribed under the 2013 Act, in the following manner:

(a) Upon coming into effect of the scheme and with effect from the Appointed Date, the Transferee Company shallrecord the assets, Liabilities and reserves of the Transferor Company, as on Appointed Date, at their respectivecarrying values as per ‘Pooling of Interest Method’ provided in Appendix C of IND AS 103, 'Business Combinations'notified under Section 133 of the 2013 Act read with relevant rules issued thereunder, as may be amended fromtime to time. No adjustment shall be made to reflect the fair values, or recognise any new assets or Liabilities.

(b) The identity of the reserves of Transferor Company shall be preserved and shall appear in the financial statementsof the Transferee Company in the same form, in which they appeared in the financial statements of the TransferorCompany.

(c) The carrying value of investments in the financial statements of the Transferee Company in the equity sharecapital of the Transferor Company shall stand cancelled pursuant to the Scheme becoming effective and thereshall be no further obligation in that behalf.

(d) The amount of difference between, cancellation of the investments held by Transferee Company in equity sharecapital of the Transferor Company and the carrying value of net assets (including the reserves), would be adjustedagainst capital reserve in the books of Transferee Company.

(e) Upon coming into effect of the scheme, to the extent there are inter-corporate loans / advances, depositsbalances or other obligations, if any, as between Transferee Company and the Transferor Company, theobligations in respect thereof shall come to an end and corresponding effect shall be given in the books ofaccounts and records of the Transferee Company for the reduction of any assets or Liabilities, as the case may be.

(f) In case of any difference in accounting policies between the Transferee Company and the Transferor Company,the impact of the same will be quantified and the same shall be appropriately adjusted in the reserves of theTransferee Company to reflect the true financial position on the basis of consistent accounting policies.

(g) The costs and expenses relating to the Scheme shall be accounted for in the Profit & Loss Account of TransfereeCompany.

(h) The Board of Directors may adopt any other accounting treatment for the Amalgamation which is in accordancewith accounting standards notified under the 2013 Act read with Companies (Indian Accounting Standards) Rules,2015.

5.12 Dissolution without winding up

The Transferor Company shall be dissolved without winding up pursuant to the Scheme.

5.13 Reorganisation and Combination of Authorised Share Capital

(a) As an integral part of the Scheme, all preference shares in the authorised share capital of the Transferor Companyshall stand reclassified and reorganised into equity share of Rs 10/- each and the entire resulting authorised sharecapital of the Transferor Company of Rs.200,00,00,000/- (Rupees Twenty Hundred Crores only) divided into20,00,00,000 (Twenty Crores Only) equity shares of Rs. 10/- (Rupees Ten only) each shall, stand transferred andbe added with the authorised share capital of Transferee Company without any further act, instrument or deedpursuant to the provisions of Sections 13, 14, 61, 64 and Section 232 of the 2013 Act and no separate resolutionsor consents and approvals would be required to be passed by the Transferee Company. The authorised sharecapital of Transferee Company will accordingly stand increased as a result of such merger of the authorized sharecapital and Clause V of the Memorandum of Association of the Transferee Company shall stand alteredaccordingly, without any further act or deed, upon the Scheme becoming effective. For this purpose, the fee paidon the authorised share capital of the Transferor Company shall be utilised and applied to the increasedauthorised share capital of the Transferee Company and Transferee Company shall pay the differential amount,if any, after adjustment of such set off.

13

14

(b) It is clarified that the authorised share capital of the Transferee Company shall stand increased and reorganised,as aforesaid, by operation of law, and without any further act or deed, consequent to transfer and vesting ofall rights and powers of the Transferor Company in the Transferee Company and as an integral part of theAmalgamation herein under Sections 230 to 232 of the 2013 Act. In this regard, all other provisions of the 2013Act, if and to the extent considered applicable, shall be deemed to have been complied with as an integral partof the Amalgamation sanctioned herein under Sections 230 to 232 of the 2013 Act.

5.14 Modifications or Amendments

(a) All Companies which are parties to the scheme by their respective Board of Directors or their duly authorisedrepresentatives, may assent to any modifications / amendments to the Scheme or to any conditions or limitationsthat the Hon’ble NCLT and / or any other authority may deem fit to direct or impose or which may otherwise beconsidered necessary, desirable or appropriate by them (i.e. the Board of Directors or their duly authorisedrepresentatives) and/or effect any other modification or amendment under Applicable Laws jointly and mutuallyagreed in writing by the Board of Directors or their duly authorised representatives. All Companies which areparties to the scheme by their respective Board of Directors or their duly authorised representatives be and arehereby authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts,difficulties or questions whether by reason of any directive or orders of any other authorities or otherwisehowsoever arising out of or under or by virtue of the Scheme and / or in any matter concerned or connectedtherewith.

(b) All Companies which are parties to the scheme by their respective Board of Directors or their duly authorisedrepresentatives be and are hereby authorized to give such directions (acting jointly) as they may considernecessary to settle any question or difficulty arising under the Scheme or in regard to and of the meaning orinterpretation of the scheme or implementation hereof or in any matter whatsoever connected therewith, or toreview the position relating to the satisfaction of various conditions of the scheme and if necessary, to excludeany of those (to the extent permissible under law).

(c) In the event any of the conditions that may be imposed by the Hon’ble NCLT and/ or any other AppropriateAuthority, while sanctioning the Scheme, which the Board of Directors or their duly authorised representativesmay find unacceptable for any reason, then the parties to the scheme are at liberty to withdraw from the scheme.

Note: The aforesaid are only the salient features of the Scheme. The Scheme shall be treated as a part and parcel of this Explanatory Statement. The creditors are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. CAPITAL STRUCTURE PRE AND POST SCHEME

i. Pre – Amalgamation capital structure of the Transferor Company:

The pre-Amalgamation capital structure of the Transferor Company is given in paragraph 3.B(4) above.

ii. Pre – Amalgamation capital structure of the Transferee Company:

The pre-Amalgamation capital structure of the Transferee Company is given in paragraph 3.A(4) above.

iii. Post – Amalgamation capital structure of the Transferor Company:

The Transferor Company will stand amalgamated with the Transferee Company under the Scheme and hencethere will be no post Amalgamation capital structure of the Transferor Company.

iv. Post – Amalgamation capital structure of the Transferee Company:

Consequent to the Scheme, the Authorised Share Capital of the Transferee Company will increase byRs.200,00,00,000/-, being the amount of the Authorised Share Capital of the Transferor Company which will getadded to the Authorised Share Capital of the Transferee Company. However, there will be no change in theissued, subscribed and paid up share capital of the Transferee Company as no new shares are to be issued by theTransferee Company under the Scheme.

7. SHAREHOLDING PATTERN PRE AND POST SCHEME

14

15

The entire issued, subscribed and paid up Share Capital of the Transferor Company is held by the Transferee Company along with its nominees while the entire issued, subscribed and paid up Share Capital of the Transferee Company is held by Dalmia Bharat Limited. While the Transferor Company will be dissolved consequent to the Scheme, there will be no change in the shareholding pattern of the Transferee Company consequent to the Scheme.

8. DETAILS OF DIRECTORS, KMPS AND PROMOTERS OF THE TRANSFEROR COMPANY

The details of Directors, KMPs and Promoters of the Transferor Company along with their addresses and shareholdings in the Transferor Company (DDSPL) and the Transferee Company (DCBL) are mentioned herein below:

Sl. No.

Name of the Director / KMP

Category Address Equity Shares held in DDSPL

Equity Shares held in DCBL

1 Mr. Bharat Bhushan Mehta

Director 6451, Sector B, Pocket 9, Vasant Kunj, New Delhi- 110070

Nil Nil

2 Mr. Sunil Kumar Gupta

Whole Time Director

2040, Railway Station Road, Awadh Nagar, Mainpuri, Uttar Pradesh - 205001

Nil Nil

3 Mr. Ujjwal Batria Director D-7, Ground Floor, WestendColony, Shanti Niketan, NewDelhi – 110021

Nil Nil

4 Mr. R. Vaidyanathan Independent Director

226, Panduranga Nagar, Bannerghatta Road, Bangalore- 560076

Nil Nil

5. Mr. Kailash Chand Birla

Director Shagun Tower B - 1503, Film City Road, Behind Shagun Mall, Malad (East), Mumbai – 400097

1 (as nominee for DCBL)

Nil

6. Ms. Rachna Goria Director Krishna Kunj, B-81, Gautam Buddha Nagar, Sector -23, Noida 201301, Uttar Pradesh.

Nil Nil

7 Mr. Ashwini Kumar Dalmia

KMP - Chief Financial Officer

13A/11, 3rd Floor, WEA Colony, Karol Bagh New- Delhi-110005

Nil Nil

8 Mr. Rajib Mohanty KMP - Company Secretary

Flat No. D-20, Satabdi Enclave, Sector-49, Noida-201301, Uttar Pradesh.

Nil Nil

Sl. No.

Promoters Category Address Equity Shares held in DDSPL

Equity Shares held in DCBL

1 Dalmia Cement (Bharat) Limited

Body Corporate Regd. Office: Dalmiapuram, Dist. Tiruchirapalli, Tamil Nadu

150,000,000 Nil

9. DETAILS OF DIRECTORS, KMPS AND PROMOTERS OF THE TRANSFEREE COMPANY

The details of Directors, KMPs and Promoters of the Transferee Company along with their addresses and shareholdings in the Transferor Company (DDSPL) and the Transferee Company (DCBL) are mentioned herein below:

15

16

Sl. No.

Name of the Director / KMP

Category Address Equity Shares held in DDSPL

Equity Shares held in DCBL

1 Mr. Ghyanendra Nath Bajpai

Independent Director

Flat No 1903 E, Crest Building, The World Towers, Opposite Lodha Supremus, Senapati Bapat Marg, Upper Worli, Mumbai - 400013

NIL Nil

2 Mr. Gautam Dalmia Director No. 1, Tees January Marg, New Delhi, 110011

NIL Nil

3 Mr. Paul Heinz Hugentobler

Independent Director

Eschenweg 10, CH-8645, Jona

NIL Nil

4 Mrs. Sudha Pillai Independent Director

D-241, SarvodayaEnclave, 2nd Floor, NewDelhi-110017

NIL Nil

5 Mr. Mahendra Singhi Managing Director & CEO

B-36, Malcha Marg, NewDelhi – 110021

NIL Nil

6 Mr. Venkatesan Thyagarajan

Director “Rajendra”, 4th Floor, No. 1, 2nd Street, Prithvi Avenue, Abiramapuram, Chennai-600018

NIL Nil

7 Mr. Dharmender Tuteja

Chief Financial Officer

C-367, Sushant Lok-I,Gurgaon-122001

NIL Nil

8 Mrs. Manisha Bansal Company Secretary

D-254, First Floor, AnandVihar, Delhi-92

NIL Nil

Sl. No.

Promoter Category Address Equity Shares held in DDSPL

Equity Shares held in DCBL

1

Dalmia Bharat Limited

Body Corporate Regd. Office: Dalmiapuram, Dist. Tiruchirapalli, Tamil Nadu

Nil 314,045,267

10. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND THEIR RELATIVES AND DEBENTURE TRUSTEES

None of the Directors and Key Managerial Personnel (“KMP”) of the Transferor Company and the Transferee Company and their relatives hold any shares in the Transferor Company or the Transferee Company, excepting one share in the Transferor company as nominee of the Transferee Company as stated in paragraph 9 above. Further, none of the debenture trustees of the Transferor Company and the Transferee Company hold any shares in the said Companies. None of the Directors, KMPs and debenture trustees of the Transferor Company and the Transferee Company or their relatives have any concern or interest in the Scheme of Amalgamation.

11. EFFECT OF SCHEME ON STAKEHOLDERS

A. Shareholders, Key Managerial Personnel and Promoter & Non-Promoter Shareholders

The effect of the Scheme on the Shareholders, Key Managerial Personnel and Promoter & Non-Promoter Shareholders of the Transferor Company and the Transferee Company is given in the attached reports adopted by the respective Board of Directors of the said companies pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013 at their respective meetings held on 23rd March, 2021.

16

17

B. Directors

i. The Directors of the Transferor Company will cease to be Directors of the Transferor Company consequentto the dissolution without winding up of the Transferor Company pursuant to the Scheme.

ii. The Scheme will have no effect on the office of existing Directors of the Transferee Company. It is clarifiedthat following the Scheme, the composition of the Board of Directors of such companies may change byappointments, retirements or resignations in accordance with the provisions of the Companies Act, 2013and the Memorandum and Articles of Association of such companies, but the Scheme itself does not affectthe office of Directors of the Transferee Company.

C. Employees

i. All employees of the Transferor Company will become employees of the Transferee Company as provided inthe Scheme.

ii. The Scheme will have no effect on the existing employees of the Transferee Company.

D. Creditors

i. All creditors of the Transferor Company, excepting the Transferee Company itself, will become creditors ofthe Transferee Company as provided in the Scheme. All debts and borrowings, including debentures,between the Transferor Company and the Transferee Company shall stand automatically cancelled as aresult of the Scheme.

ii. The existing creditors of the Transferee Company will not be affected by the Scheme.

iii. The effect of the Scheme on creditors generally is further discussed in paragraph 10(ii) below.

E. Debenture holders and Debenture Trustees

i. The effect of the Scheme on the debentureholders of the Transferor Company and the Transferee Companyis the same as in the case of other creditors generally, as stated above.

ii. The debenture trustees for the debentures of the Transferor Company which stand transferred to theTransferee Company in terms of the Scheme shall become debenture trustees for such debentures in theTransferee Company on the same terms and conditions. The Scheme will have no effect on the existingdebenture trustees of the Transferee Company.

F. Depositors and Deposit Trustees

Neither the Transferor Company nor the Transferee Company has taken any term deposits from depositors. Nodeposit trustees have been appointed.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposedto the advantage of all concerned, including the said stakeholders.

12. RELATIONSHIP BETWEEN THE TRANSFEROR COMPANY AND THE TRANSFEREE COMPANY

At present, the entire issued, subscribed and paid up equity share capital of the Transferor Company is held by theTransferee Company. Accordingly, the Transferor Company is a wholly owned subsidiary of the TransfereeCompany.

13. DETAILS OF DEBT RESTRUCTURING

There is no debt restructuring of the Applicant Company and the Transferor Company pursuant to the Scheme.

14. GENERAL

i. The Transferee Company has filed the instant Company Application before the Chennai Bench of the NCLTseeking requisite directions in connection with the Scheme under Section 230 - Section 232 of the Companies

17

18

Act, 2013. Pursuant to an order dated 22nd September, 2021 made by the Chennai Bench of the NCLT in such Company Application, the instant meetings are being convened and held on 9th November, 2021. The Transferor Company has filed a similar application before the Kolkata Bench of the NCLT seeking requisite directions in connection with the Scheme under Section 230 - Section 232 of the Companies Act, 2013. Pursuant to an order dated 3rd August, 2021 made by the Kolkata Bench of the NCLT in such Company Application of the Transferor Company, separate meetings of the Secured and Unsecured Creditors of the Transferor Company were held on 10th September, 2021. The Scheme has been approved unanimously at such meetings and consequently, the Transferor Company is taking further steps and proceedings before the Kolkata Bench of the NCLT for obtaining its sanction to the Scheme.

ii. The respective amounts due to the Unsecured Creditors as on July 31, 2021 are as follows:-

Sl. No. Name of Company Amount in Rupees 1. Dalmia DSP Limited 684,92,46,643 2. Dalmia Cement (Bharat) Limited 21,41,71,79,839

iii. Secured and Unsecured Creditors of the Transferee Company whose names appear in the records of theTransferee Company as on close of business hours as on 31st July, 2021 shall be eligible to attend and vote attheir respective meetings convened as per the directions of the NCLT either in person or by proxy.

iv. The Scheme is not expected to have any adverse effects on the KMP, directors, promoters, non-promotermembers, depositors, Secured/Unsecured Creditors, debenture holders, deposit trustee, debenture trustee,and employees of the Transferor Company and the Transferee Company, wherever relevant.

v. None of the directors are common between the Companies.

vi. There are no winding up proceedings pending against the Transferee Company or the Transferor Company asof date.

vii. There are no proceedings pending under Sections 210 to 227 of the Companies Act, 2013 against the TransferorCompany. Certain information/documents had been sought from the Transferee Company pursuant to Section212 of the Companies Act, 2013 which had been provided by the Transferee Company.

viii. A copy of the Scheme has been filed with Registrar of Companies, Chennai by the Transferee Company as on25th September, 2021.

ix. The Transferee Company is required to send individual notice(s) to certain regulatory and governmentalauthorities including Ministry of Corporate Affairs, the Registrar of Companies, Regional Director and IncomeTax and the same are being sent.

x. The Board of Directors of the Transferor Company have at their meeting held on 23rd March, 2021 by resolutionpassed unanimously approved the Scheme, as detailed below:

Name of Director Voted in favor / against / did not participate or vote Mr. Sunil Kumar Gupta In favour Mr. R. Vaidyanathan In favour Ms. Rachna Goria In favour Mr. K. C. Birla Leave of Absence Mr. Ujjwal Batria Leave of Absence Mr. Bharat Bhushan Mehta Leave of Absence

xi. The Board of Directors of the Transferee Company have at their meeting held on 23rd March, 2021 by resolutionpassed unanimously approved the Scheme, as detailed below:

Name of Director Voted in favour / against / did not participate or vote Mr.Ghyanendra Nath Bajpai In favour Mr. Gautam Dalmia Leave of absence Mr. Paul Heinz Hugentobler In favour

18

19

Mrs. Sudha Pillai In favour Mr. Mahendra Singhi In favour Mr. Venkatesan Thyagarajan In favour

15. INSPECTION

Inspection of the following documents may be carried out by the creditors of the Transferee Company at theregistered Office of the Transferee Company on any working day (except Saturdays) prior to the date of the meetingbetween 10.00 a.m. to 5.00 p.m:

a. Copy of the Order dated 22nd September, 2021 passed by the NCLT in the CompanyApplication/CAA/41(CHE)/2021 directing the convening of the meetings of the Secured and Unsecured Creditorsof the Transferee Company;

b. Copy of Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited;

c. Copies of Memoranda and Articles of Association of the Transferor Company and the Transferee Company;

d. Copies of standalone and consolidated Audited Financial Statements of the Transferor Company and theTransferee Company for financial year ended on 31st March 2020 and 31st March, 2021;

e. Copies of the financial statements (unaudited) and financial results of the Transferor Company and theTransferee Company as on 30th June, 2021;

f. Copies of the resolutions passed by the Board of Directors of the Transferor Company and the TransfereeCompany approving the Scheme;

g. Copies of Register of Shareholding of Directors’ and Key Managerial Personnel of the Transferor Company and theTransferee Company; and

h. Copy of certificate dated 23rd March, 2021 of the Auditors of the Transferee Company confirming the accountingtreatment under the Scheme.

16. This notice and the attached explanatory statement is not an acknowledgement of any dues payable to anyone anddoes not bestow any right upon any creditor to make a claim upon the Applicant Company.

17. This Statement may be treated as the Explanatory statement pursuant to Sections 230(3), 232(2) and 102 of theCompanies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules,2016. A copy of the Scheme, Explanatory Statement, Form of Proxy and Attendance Slip may be obtained free ofcharge on any working day (except Saturdays) prior to the date of the meeting, from the registered office of DCBLsituated at Dalmiapuram, Dist. Tiruchirappalli, Tamil Nadu-621651 or at the office of its Advocates M/s PawanJhabakh, Advocates, New No. 115, Luz Church Road, Mylapore, Chennai - 600004.

Place: Chennai

Date: 30th September, 2021

S. Vijayaraghavan

Chairperson appointed for the meeting

19

20

SCHEME OF AMALGAMATION

(UNDER SECTIONS 230 to 232 OF THE COMPANIES ACT, 2013)

OF

DALMIA DSP LIMITED

WITH

DALMIA CEMENT (BHARAT) LIMITED

20

21

A. PREAMBLE

This Scheme of Amalgamation is presented pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the 2013 Act (defined in Part I below), as may be applicable, and in compliance with Section 2(1B) of the Income Tax Act, 1961, as applicable for Amalgamation (defined in Part I below) of Dalmia DSP Limited (“Dalmia DSP”) with Dalmia Cement (Bharat) Limited (“DCBL”) on a going concern basis and consequent dissolution of Dalmia DSP without winding up;

The Scheme (defined in Part I below) involves holding company (DCBL) and its wholly owned subsidiary (Dalmia DSP).

B. BACKGROUND OF THE COMPANIES

1. Dalmia Cement (Bharat) Limited

(a) DCBL (CIN:U65191TN1996PLC035963) is a public company limited by shares incorporated on4th July, 1996 under the provisions of the 1956 Act (defined in Part I below). The registeredoffice of DCBL is situated at Dalmiapuram, Dist Tiruchirappalli, Tamil Nadu- 621651.

(b) DCBL is primarily engaged in the business of manufacturing and selling of cement and itsrelated products and refractory products.

(c) The Non-convertible debentures of DCBL are listed on National Stock Exchange of India Limited(“NSE”) and Commercial Papers of DCBL are listed on BSE Limited and NSE.

2. Dalmia DSP Limited (formerly Kalyanpur Cements Limited)

(a) Dalmia DSP (CIN: U26942WB1937PLC009086) an unlisted public company limited by sharesincorporated on 11th August, 1937 under the provisions of the Indian Companies Act, VII of1913, is engaged in manufacturing and selling of Cement. The former name of Dalmia DSP, vizKalyanpur Cements Limited, was changed to Dalmia DSP Limited with effect from August 23,2018. Dalmia DSP is a wholly owned subsidiary of DCBL.

(b) The registered office of Dalmia DSP is situated at Merlin Acropolis, 16th Floor, Rajdanga MainRoad Premises No. 1858/1, Kasba, Kolkata 700107.

(c) Dalmia DSP was admitted to the corporate insolvency resolution process vide order of theHon’ble National Company Law Tribunal, Kolkata Bench dated 1st May, 2017 under theprovisions of the Insolvency & Bankruptcy Code, 2016. Pursuant to the initiation of thecorporate insolvency resolution process and owing to enormous potential for greatersynergies and value enhancement for all stakeholders, DCBL submitted its resolution plan forthe revival of Dalmia DSP which was approved by the Committee of the Creditors constitutedunder the Insolvency & Bankruptcy Code, 2016. The resolution plan submitted by DCBL wassubsequently approved by the Hon’ble National Company Law Tribunal, Kolkata Bench videorder dated 31st January, 2018. Consequently, upon effectiveness of resolution plan on 10th

July, 2018, Dalmia DSP became wholly owned subsidiary of DCBL.

C. RATIONALE

1. This Scheme is expected to enable better realisation of potential of the businesses and yield beneficialresults and enhanced value creation for Dalmia DSP and DCBL and their stakeholders. The Scheme isproposed with a view, inter alia, to achieve the following benefits:

(a) the consolidation of business would lead to synergies in operational process and logisticsalignment, creating better synergy, better utilisation of human resources and further

21

22

development and growth of business via a single entity, DCBL;

(b) the single entity, i.e., DCBL would have increased capability for offering products and servicesby virtue of its enhanced resource base and deeper client relationship, resulting in betterbusiness potential and prospects for the merged entity;

(c) the proposed Scheme would help DCBL in sharpening its competitiveness and developmentof long term internal and core competencies through cost savings and benefit of economiesof scale unlocked to DCBL;

(d) the proposed Scheme will augment the manufacturing footprint and capabilities of DCBL, byincreasing the scale of manufacturing operations, thereby helping in rationalising the numberof vendors, aggregating the purchases and managing the supply chain more effectively andefficiently;

(e) the proposed Scheme would result in simplification of group structure under commonmanagement by consolidating the business of wholly owned subsidiary of DCBL into a singleentity, i.e. DCBL, which would lead to elimination of duplicative communication andcoordination efforts across multiple entities;

(f) the consolidation of business would lead to better, efficient and economical costmanagement, cost savings, pooling of resources, optimum utilisation of resources,rationalisation of administrative expenses/services;

(g) thus, this Scheme, as envisaged, is in the interest of the shareholders, creditors, employees,and other stakeholders of each of the Companies (defined in Part I below) by pursuing afocused business approach under DCBL, thereby resulting in overall maximization of valuecreation of all the stakeholders involved.

2. The respective Board of Directors (defined in Part I below) of DCBL and Dalmia DSP, at their respectivemeetings held on 23rd March, 2021, have approved the Amalgamation as an integral part of the Schemeas provided hereinafter.

D. GENERAL

3. This Scheme is divided into the following parts:

(a) Part I provides for the definitions and interpretations;

(b) Part II gives the capital structure of DCBL and Dalmia DSP;

(c) Part III provides for the Amalgamation of Dalmia DSP with DCBL;

(d) Part IV deals with other general terms and conditions as applicable to the Scheme.

22

23

PART I – DEFINITIONS AND INTERPRETATIONS

1. DEFINITIONS AND INTERPRETATIONS

1.1. In this Scheme, unless repugnant to the meaning or context thereof, the following terms andexpressions shall have the meanings as given against them:“1956 Act” means the Companies Act, 1956 and the rules and regulations made thereunder as may beapplicable;

“2013 Act” means the Companies Act, 2013 and the rules and regulations made thereunder, andincludes any alterations, modifications, amendments made thereto and/or any re-enactment thereof;

“Amalgamating Company” means Dalmia DSP Limited (“Dalmia DSP”), a wholly owned subsidiary ofDCBL. The registered office of Dalmia DSP is situated at Merlin Acropolis, 16th Floor, Rajdanga MainRoad Premises No. 1858/1, Kasba, Kolkata- 700107.

“Amalgamated Company” means Dalmia Cement (Bharat) Limited (“DCBL”), a public company limitedby shares, and having its registered office at Dalmiapuram, Dist Tiruchirappalli, Tamil Nadu- 621651

“Amalgamation” means the amalgamation of the Amalgamating Company with the AmalgamatedCompany on a going concern basis, under Sections 230-232 of the 2013 Act and in compliance withSection 2(1B) of the Income Tax Act, 1961, in terms of Part III of the Scheme;

“Applicable Laws” shall mean any statute, notification, bye-laws, rules, regulations, guidelines, rule ofcommon law, policy, code, directives, ordinance, orders, judgements, decisions or instructions havingthe force of law enacted or issued by any Appropriate Authority, including any statutory modificationor re-enactment thereof for the time being in force;

“Appointed Date” means March 31, 2020 (at close of business hours) or such other date as the Hon’bleNCLT may decide/ approve, being the date with effect from which the Scheme shall become operativeand / or be deemed to have become operative as stated herein;

“Appropriate Authority” means any governmental body (central, state or local Government),legislative body, statutory body, departmental or public body or regulatory or administrative authority,judicial or arbitral body or other organization operating under the force of law including the NationalCompany Law Tribunals, the Stock Exchanges, the Securities and Exchange Board of India, Income Taxauthorities and other applicable authoritie;

“Board of Directors” or “Board” in relation to the Companies (defined below), as the case may be,means the board of directors of such company, and shall include a committee duly constituted andauthorised for the purposes of matters pertaining to the Scheme and/or any other matter relatingthereto;

“CIN” means Corporate Identity Number issued by the Registrar of Companies;

“Companies” shall collectively mean the Amalgamating Company and the Amalgamated Company.

“Effective Date” shall mean the last of the dates on which all the conditions and matters referred to inClause 21 have been fulfilled, obtained or waived. References in this Scheme to date of ‘this Schemebecoming effective’ or ‘this Scheme coming into effect’ shall mean the Effective Date;

“Encumbrance” means any options, pledge, mortgage, lien, security, interest, claim, charge, pre-emptive right, easement, limitation, attachment, restraint or any other encumbrance of any kind ornature whatsoever, and the term “Encumbered” shall be construed accordingly;

“Income Tax Act” means the Income Tax Act, 1961, including any amendments made therein orstatutory modifications or re-enactments thereof for the time being in force and rules and regulations,

23

24

circulars, and notifications issued thereunder, each as amended from time to time and to extent in force;

“IND AS” means the Indian Accounting Standards prescribed under Section 133 of the 2013 Act and as notified under the Companies (Indian Accounting Standard) Rules, 2015;

“Legal Proceedings” means proceedings of whatsoever nature, civil or criminal, including any notices, disputes, suits, actions, appeals, arbitrations, execution proceedings, revisions, writ petitions, suits and taxation proceedings, pending before any Court, statutory or quasi-judicial authority or tribunal;

“Liabilities” means all present and future liabilities, whether or not provided in the books of accounts or disclosed in the balance sheet of the Amalgamating Company, including contingent liabilities, deferred tax liabilities, secured and unsecured debts including Non-Convertible Debentures (whether in Indian rupees or foreign currency), duties and obligations (including under any licenses or permits or schemes of every kind) of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities and operations along with any charge, Encumbrance, including any bank guarantees thereon;

“NCLT” means the Hon’ble Bench or Benches of the National Company Law Tribunal, as the case may be, sanctioning this Scheme pursuant to Sections 230 to 232 of the 2013 Act;

“PAN” means Permanent Account Number issued by the Income Tax department.

“Registrar of Companies” means the Registrar of Companies, at Chennai and Kolkata as may be applicable;

“Scheme” or “the Scheme” or “this Scheme” means this Scheme of Amalgamation pursuant to Sections 230 to 232 of the 2013 Act and other applicable provisions thereunder, in its present form submitted to the Hon’ble NCLT or any other Appropriate Authority with any modification(s) thereto as the Board or Hon’ble NCLT or any other Appropriate Authority may require, direct or approve;

"Undertaking of the Amalgamating Company" means the entire business of the Amalgamating Company as a going concern and includes all properties, assets, licenses (including mining licenses and prospecting licences and applications therefor), rights, benefits, incentives (including application therefor), exemptions, subsidies, concessions, refunds and powers of the Amalgamating Company and all debts, Liabilities, duties and obligations of the Amalgamating Company.

1.2. All terms and words used but not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the 2013 Act, the Income Tax Act and other Applicable Laws, rules, directions, guidelines, regulations, bye-laws, as the case may be or any statutory modification or re-enactment(s) thereof for the time being in force.

1.3. In this Scheme, unless the context otherwise requires:

(a) words denoting singular shall include plural and vice versa;

(b) headings and bold typeface are only for convenience and shall be ignored for the purposes ofinterpretation;

(c) references to the word “include” or “including” shall be construed without limitation;

(d) a reference to an article, clause, section or paragraph is, unless indicated to the contrary, areference to an article, clause, section or paragraph of this Scheme;

(e) unless otherwise defined, the reference to the word “days” shall mean calendar days;

24

25

(f) references to dates and times shall be construed to be references to Indian dates and times;

(g) reference to a document includes an amendment or supplement to, or replacement ornovation of, that document;

(h) references to a person include any individual, firm, body corporate (whether incorporated ornot), government, state or agency of a state or any joint venture, association, partnership, works councillor employee representatives body (whether or not having separate legalpersonality);

(i) references to any of the terms taxes, duty, levy, cess in the Scheme shall be construed asreference to all of them whether jointly or severally;

(j) word(s) and expression(s) elsewhere defined in the Scheme will have the meaning(s)respectively ascribed to them;

(k) any reference to any statute or statutory provision shall include:

i. all subordinate legislations made from time to time under that provision (whether ornot amended, modified, re-enacted or consolidated from time to time) and anyretrospective amendment; and

ii. such provision as from time to time amended, modified, re-enacted or consolidated(whether before or after the filing of this Scheme) to the extent such amendment,modification, re-enactment or consolidation applies or is capable of applying to thematters contemplated under this Scheme and (to the extent liability there under mayexist or can arise) shall include any past statutory provision (as amended, modified, re-enacted or consolidated from time to time) which the provision referred to has directlyor indirectly replaced.

2. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modification(s) approved or imposed ordirected by any authority, unless otherwise specified in the Scheme, shall become operative from theAppointed Date but shall come into effect on the Effective Date. Therefore, for all regulatory and taxpurposes, the Amalgamation would be deemed to be operative from the Appointed Date of thisScheme.

25

26

PART II – SHARE CAPITAL

3. SHARE CAPITAL

3.1. Dalmia Cement (Bharat) Limited

The capital structure of DCBL as on 31st December, 2020 is as under:

A. Authorised Share Capital Amount (INR in Lakhs)

385,350,000 Equity shares of Rs. 10/- each 38,535.00 30,000,000 Preference shares of Rs. 100/- each 30,000.00 723,000,000 Unclassified shares of Rs. 10/- each 72,300.00 Total 1,40,835.00

B. Issued, subscribed and paid-up Share Capital Amount (INR in Lakhs)

314,045,267 Equity shares of Rs. 10/- each fully paid up 31,404.53 Total 31,404.53

The entire equity share capital of DCBL is held by Dalmia Bharat Limited along with its nominees.

3.2. Dalmia DSP Limited

The capital structure of Dalmia DSP as on 31st December, 2020 is as under:

A. Authorised Share Capital Amount (INR in Lakhs)

17,33,00,000 Equity shares of Rs. 10/- each 17,330.00 44,11,766 0.1% Cumulative Redeemable Preference Share of Rs. 15/- each

661.76

2,00,82,351 Preference Shares of Rs. 10/- each 2,008.24 Total 20,000.00

B. Issued, subscribed and fully paid-up Share Capital Amount (INR in Lakhs)

15,00,00,000 Equity shares of Rs. 10/- each 15,000.00 Total 15,000.00

Dalmia DSP is a wholly owned subsidiary of DCBL.

There has been no change in the authorised, issued, subscribed and paid up Share Capital of the Companies till 23rd March, 2021, the date of the Scheme being approved by the respective Board of Directors of the Companies.

26

27

PART III – AMALGAMATION OF AMALGAMATING COMPANY WITH AMALGAMATED COMPANY

4. TRANSFER AND VESTING OF UNDERTAKING OF THE AMALGAMATING COMPANY INTOAMALGAMATED COMPANY

4.1. Upon the Scheme becoming effective and with effect from the Appointed Date, the AmalgamatingCompany shall stand amalgamated with the Amalgamated Company, as provided in this Scheme,pursuant to Sections 230 to 232 and other applicable provisions of the 2013 Act, and in accordance withSection 2(1B) of the Income Tax Act. Accordingly, the Undertaking of the Amalgamating Company,including all assets, Liabilities, contracts, arrangements, employees, permits, licences, records,approvals, etc., of the Amalgamating Company shall, subject to the terms and conditions of this Schemeand, without any further act, instrument or deed, stand transferred to and vested in or be deemed tohave been transferred and vested in the Amalgamated Company, so as to become as and from theAppointed Date, the undertaking of the Amalgamated Company pursuant to the provisions of Sections230 to 232 of the 2013 Act as a going concern and on an “as-is-where-basis”, by virtue of and in manneras provided in this part of the Scheme.

4.2. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified thatupon the Scheme becoming effective with effect from the Appointed Date, and in accordance with theprovisions of all Applicable Laws and the 2013 Act, all the consents, permissions, licenses, certificates,authorities (including for the operation of bank accounts), properties, claims, title, interest andauthorities including accretions and appurtenances, powers of attorneys given by, issued to or executedin favour of Amalgamating Company, and the rights and benefits under the same shall, insofar as theyrelate to the Amalgamating Company and all quality certifications and approvals, trademarks, patentsand domain names, copyrights, industrial designs, trade secrets, product registrations and otherintellectual property and all other interests relating to the goods, services or any other assets beingdirectly and exclusively dealt with by the Amalgamating Company shall, without any further act,instrument or deed, cost or charge and without any notice or other intimation to any third party for thetransfer of the same, shall stand transferred to and vested in the Amalgamated Company. In respect ofall the movable assets and the other assets of Amalgamating Company which are otherwise capable oftransfer to the Amalgamated Company, the same shall be deemed to have been physically handed overby physical delivery or by endorsement and delivery or by constructive delivery, as the case may be, tothe Amalgamated Company to the end and intent that the property and benefit therein passes to theAmalgamated Company with effect from the Appointed Date without requiring any deed or instrumentof conveyance for transfer of the same. Upon the Scheme becoming effective, such delivery andtransfer shall be made on a date mutually agreed upon between the respective Board of Directors ofAmalgamating Company and the Amalgamated Company by way of delivery of possession of therespective documents, as a part of the transfer of the Amalgamating Company as a going concern. Inrespect of any intangible moveable assets of Amalgamating Company, other than those mentionedhereinabove, and actionable claims, sundry debtors, outstanding loans, advances recoverable in cashor kind or for value to be received and deposits with any Appropriate Authority and customers, thesame shall on and from the Appointed Date stand transferred to and vested in the AmalgamatedCompany. The Amalgamated Company may, issue notices, if necessary, in such form as may deem fitand proper stating that pursuant to the Scheme becoming effective, the relevant debt, loan, advanceor other asset, be paid or made good or held on account of the Amalgamated Company, as the personentitled thereto, to the end and intent that the right of Amalgamating Company to recover or realizethe same stands transferred to the Amalgamated Company and that appropriate entries shall be passedin their respective books to record the aforesaid changes.

4.3. Upon coming into effect of this Scheme and with effect from the Appointed Date, all the incentives,exemptions, subsidies, concessions, refunds, service tax benefits, goods and service tax benefits,deductions under the Income Tax Act, subsidies (including applications for subsidies), grants, specialstatus and other benefits or privileges enjoyed, granted or to be granted by any Appropriate Authority,or availed of by Amalgamating Company shall, without any further act or deed, vest with and beavailable to the Amalgamated Company on the same terms and conditions. All intangible assetsincluding various business or commercial rights, etc., if any, belonging to but not recorded in books ofAmalgamating Company, shall be transferred to and vested with Amalgamated Company.

27

28

4.4. All immovable properties of Amalgamating Company, including land together with the buildings and structures standing thereon or under construction and rights and interests in the said immovable properties of Amalgamating Company, (whether freehold or leasehold, leave and licensed or otherwise) including any tenancies in relation to warehouses, office space, guest houses and residential premises including those provided to/occupied by the employees of Amalgamating Company, all plant and machineries constructed on or embedded or attached to any such immovable properties, all rights, covenants, continuing rights, title and interest in connection with the said immovable properties, and all documents of title, rights and easements in relation thereto shall upon the Scheme becoming effective, stand vested in and be deemed to have been vested in Amalgamated Company, without any further act or deed done/executed or being required to be done/executed by Amalgamating Company / Amalgamated Company. Amalgamated Company shall be entitled to exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to pay the ground rent and taxes and fulfil all obligations in relation to or applicable to such immovable properties. The mutation of the ownership or title, or interest in the immovable properties shall, upon the Scheme becoming effective, be made and duly recorded in the name of Amalgamated Company by the Appropriate Authority pursuant to the sanction of the Scheme by the Hon’ble NCLT in accordance with the terms hereof.

4.5. All lease and/or license or rent agreements, including mining leases and prospecting licences (including applications therefor) made or entered into by Amalgamating Company with various landlords, owners and lessors in connection with the use of the assets of Amalgamating Company, together with security deposits and advance/prepaid lease/license fee, etc., shall stand automatically vested in favour of Amalgamated Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. Amalgamated Company shall continue to pay rent or lease or license fee as provided for in such agreements, and Amalgamated Company and the relevant landlords, owners and lessors shall continue to comply with the terms, conditions and covenants there-under. Without limiting the generality of the foregoing, Amalgamated Company shall also be entitled to refund of security deposits paid under such agreements by Amalgamating Company. All the rights, title, interest and claims of Amalgamating Company in any leasehold properties of Amalgamating Company shall, pursuant to Sections 230 to 232 of the 2013 Act, without any further act or deed, be vested in or be deemed to have been vested in Amalgamated Company.

4.6. All the Liabilities of Amalgamating Company as on the Appointed Date shall also stand transferred to and vested in or be deemed to have been transferred to and vested in the Amalgamated Company on a going concern basis, without any further act or deed pursuant to Section 232(3) of the 2013 Act, so as to become the Liabilities of the Amalgamated Company on the same terms and conditions as were applicable to Amalgamating Company.

4.7. Without prejudice to the generality of the clause 4.6 above, Non-Convertible Debentures of Amalgamating Company, shall stand transferred to and vested in the Amalgamated Company on the same terms and conditions as appearing the book of Amalgamating Company. Further, the outstanding amount shall be discharged by the Amalgamated Company in accordance with terms of the approved resolution plan.

4.8. Where any of the Liabilities and obligations of Amalgamating Company as on the Appointed Date deemed to be transferred to the Amalgamated Company have been discharged by Amalgamating Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Amalgamated Company.

4.9. Loans, advances, unsecured optionally convertible debentures and other obligations (including any arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future immediately before the Effective Date become due or remain outstanding between the Amalgamating Company and the Amalgamated Company shall, under the provisions of Sections 230 and 232 of the 2013 Act, without any further act, instrument, deed, cost or charge, stand cancelled and be deemed to have been discharged by such cancellation and consequently, there shall remain no inter-

28

29

se liability between them as of Effective Date and the corresponding appropriate effect shall be given in the books of accounts and records of the Amalgamated Company.

4.10. The transfer and vesting of the assets shall be subject to the Encumbrance, if any affecting the same as hereinafter provided:

(a) Upon the coming into effect of this Scheme and with effect from the Appointed Date, allEncumbrance which are in the nature of the fixed charge and relate to specific fixed assetsexisting prior to the Effective Date over the fixed assets of the Amalgamating Company or theAmalgamated Company which secure or relate to the Liabilities shall, without any further act,instrument, deed, cost or charge and without any notice or other intimation to any third partyfor the transfer of the same, continue to relate and attach to such specific fixed assets or anypart thereof to which they were related or attached prior to the Effective Date even wheretransferred under the Scheme to the Amalgamated Company. All Encumbrance which are inthe nature of floating charge and relate generally over all current assets existing prior to theEffective Date over the current assets of the Amalgamating Company or the AmalgamatedCompany (as the case may be) shall, however, extend to and shared by all the working capital lenders of the Amalgamated Company on the Scheme becoming effective. The absence of anyformal amendment which may be required by a lender or trustee or third party shall not affectthe operation of this Clause.

(b) Any reference in any security documents or arrangements (to which the AmalgamatingCompany is a party) to the Amalgamating Company, as the case may be and its assets andproperties, shall be construed as a reference to the Amalgamated Company and the assets andproperties of the Amalgamating Company transferred to the Amalgamated Company pursuant to this Scheme.

(c) Without prejudice to the foregoing provisions, Amalgamated Company may execute anyinstruments or documents or do all such acts and deeds as may be considered appropriate,including the filing of necessary particulars and/or modification(s) of charge, with the Registrarof Companies to give formal effect to the above provisions, if required.

(d) Subject to the necessary consents being obtained in accordance with the terms of this Scheme,the provisions of Clause 4 shall operate, notwithstanding anything to the contrary contained inany instrument, deed or writing or the terms of sanction or issue or any security document; allof which instruments, deeds or writings shall stand modified and/or superseded by theforegoing provisions.

4.11. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of Amalgamating Company after the Effective Date shall be accepted by the bankers of the Amalgamated Company and credited to the account of the Amalgamated Company, if presented by the Amalgamated Company. Similarly, the banker of the Amalgamated Company shall honour all cheques issued by Amalgamating Company respectively, presented for payment after the Effective Date. If required, Amalgamating Company shall allow maintaining of bank accounts in its name by the Amalgamated Company for such time as may be determined to be necessary by Amalgamating Company and the Amalgamated Company for presentation and deposition of cheques and pay orders that have been issued in the name of Amalgamating Company.

4.12. All necessary records, files, papers, technical and process information, all product and service pricing, costing, commercial and business related information, computer program, drawings and designs, procedure and other manuals, training materials, prospect lists, data, catalogues, quotations, sales and advertising materials, financing and serving related forms, lists and all details of present and former customers and suppliers, customer credit information, customer pricing information and other records whether in physical or electronic form of the Amalgamating Company shall be transferred to and handed over to the Amalgamated Company;

4.13. All statutory rights and obligations pertaining to Amalgamating Company would vest in/accrue to

29

30

Amalgamated Company. Hence, obligation pertaining to Amalgamating Company, prior to the Effective Date, to issue or receive any statutory declaration or any other forms by whatever name called, under Goods and Service Tax Acts, Income Tax Act or any other act for the time being in force, would be deemed to have been fulfilled if they are issued or received by Amalgamated Company and if any form relatable to the period prior to the said Effective Date is received in the name of Amalgamating Company, it would be deemed to have been received by Amalgamated Company in fulfilment of their obligations.

4.14. It is hereby clarified that any rights, benefits, obligations as available to Amalgamating Company pursuant to resolution plan under the Insolvency & Bankruptcy Code, 2016 as approved by the Appropriate Authority, shall be available / deemed to be available to Amalgamated Company. Further, the settlement of Liabilities / agreement for settlement of Liabilities, in terms of resolution plan shall be deemed to be considered as full and final payment of such Liabilities (including their contingent claims, if any), pursuant to such resolution plan. It is further clarified that, the creditors of Amalgamating Company would not have any claims of Liabilities other than those mentioned in the financial statements of Amalgamating Company after giving effect to the Resolution Plan.

5. LEGAL PROCEEDINGS

5.1. All Legal Proceedings of whatsoever nature (legal, taxation and others, including any suits, appeals,arbitrations, execution proceedings, revisions, writ petitions, if any) by or against the AmalgamatingCompany, as on the Appointed Date, shall not abate, be discontinued or be in any way prejudiciallyaffected by reason of the Amalgamation or anything contained in this Scheme but the said proceedings,shall, till the Effective Date be continued, prosecuted and enforced by or against the AmalgamatingCompany, as if this Scheme had not been made. It is clarified that, in terms of the resolution plan,proceedings/charges/demand outstanding on Amalgamating Company, relating to period prior toeffective date as mentioned in the Resolution Plan stand abated

5.2. Upon the coming into effect of this Scheme, all suits, actions, and other proceedings including legal andtaxation proceedings, (including before any statutory or quasi-judicial authority or tribunal) by oragainst the Amalgamating Company, whether pending and/or arising on or before the Effective Dateshall be continued and / or enforced by or against the Amalgamated Company as effectually and in thesame manner and to the same extent as if the same had been instituted and/or pending and/or arisingby or against the Amalgamated Company.

5.3. The Amalgamated Company undertakes to have all suits, claims, actions and Legal Proceedings initiatedby or against the Amalgamating Company transferred to its name and to have the same continued,prosecuted, enforced and defended by or against the Amalgamated Company.

5.4. On and from the Effective Date, the Amalgamated Company shall have a right, if required, to initiateany Legal Proceedings in relation to any transactions entered into by the Amalgamating Company in thesame manner and to the same extent as would or might have been initiated by the AmalgamatingCompany.

6. CONTRACTS, LICENSES, APPROVALS AND PERMITS

6.1. Upon the coming into effect of the Scheme, and subject to the provisions of this Scheme, all contracts,deeds, bonds, agreements, schemes, incentives, arrangements and other instruments of whatsoevernature, including mining leases and the prospecting licences (including applications therefor), to whichthe Amalgamating Company is a party or to the benefit of which the Amalgamating Company may beeligible, and which are subsisting or have effect immediately before the Effective Date, shall continueto be in full force and effect on or against or in favour, as the case may be, of the Amalgamated Companyand may be enforced as fully and effectually as if, instead of the Amalgamating Company, theAmalgamated Company had been a party or beneficiary or oblige thereto or thereunder.All suchproperty and rights shall stand vested in Amalgamated Company pursuant to Sections 230 to 232 of the2013 Act and shall be deemed to have become the property and rights of Amalgamated Companywhether the same is implemented by endorsement or delivery and possession or in any other manner.

30

31

6.2. Any inter-se contracts between the Amalgamated Company and the Amalgamating Company respectively shall stand cancelled and cease to operate upon this part of the Scheme becoming effective.

6.3. All guarantees provided by any bank in relation to the Amalgamating Company outstanding as on the Effective Date, shall vest in the Amalgamated Company and shall enure to the benefit of the Amalgamated Company and all guarantees issued by the bankers of the Amalgamating Company at their request favouring any third party shall be deemed to have been issued at the request of the Amalgamated Company and continue in favour of such third party till its maturity or earlier termination.

6.4. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Undertaking of the Amalgamating Company occurs by virtue of this Scheme itself, the Amalgamated Company may, at any time after the coming into effect of the Scheme, in accordance with the provisions, if so required under Applicable Laws or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or arrangements with any party to any contract or arrangement to which the Amalgamating Company is a party, or any writings as may be necessary, in order to give formal effect to the provisions of this Scheme. The Amalgamated Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Amalgamating Company and to carry out or perform all such formalities or compliances referred to above on the part of the Amalgamating Company to be carried out or performed.

6.5. Benefits of any and all corporate approvals as may have already been taken by the Amalgamating Company shall stand transferred to the Amalgamated Company and the said corporate approvals and compliances shall be deemed to have been taken/ complied with by the Amalgamated Company.

6.6. The Amalgamated Company shall, at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under any law or otherwise, do all such acts or things as may be necessary to transfer / obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licences and certificates which were held or enjoyed by the Amalgamating Company. For the avoidance of doubts, it is clarified that if the consent of any third party or Appropriate Authority, if any, is required to give effect to the provisions of this clause, the said third party or Appropriate Authority shall make and duly record the necessary substitution / endorsement in the name of the Amalgamated Company pursuant to the Scheme becoming effective, and upon this Scheme becoming effective. The Amalgamated Company shall file appropriate applications / documents with the relevant authorities concerned for information and record purposes and the Amalgamated Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Amalgamating Company and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

6.7. In relation to the above, any procedural requirements required to be fulfilled solely by Amalgamating Company (and not by its successors), shall be fulfilled by Amalgamated Company as if it is the duly constituted attorney of Amalgamating Company.

7. TREATMENT OF TAXES

7.1. All taxes (including income tax, advance tax, securities transaction tax, self-assessment tax, sales tax,service tax, goods and service tax, etc.) including interest, penalty, surcharge and cess, if any paid orpayable by or refundable to Amalgamating Company, in respect of the operations and / or the profitsof the Amalgamating Company before the Appointed Date, shall be on account of AmalgamatingCompany, and insofar as it relates to the tax payment (including, without limitation, sales tax, incometax, goods and services tax etc.), whether by way of deduction or collection at source, advance tax orotherwise howsoever, by Amalgamating Company after the Appointed Date, the same shall be deemedto be the corresponding item paid by the Amalgamated Company, and shall, in all proceedings, be dealtwith accordingly.

7.2. Without prejudice to the generality of the foregoing, on and from the Appointed Date, if any certificate

31

32

for tax deducted or collected at source or any other tax credit certificate relating to the Amalgamating Company is received in the name of Amalgamating Company respectively, or tax credit relating to the Amalgamating Company is appearing in Form 26AS of the Amalgamating Company, it shall be deemed to have been received by and in the name of the Amalgamated Company which alone shall be entitled to claim credit for such tax deducted or paid.

7.3. Upon the coming into effect of this Scheme, Amalgamating Company and the Amalgamated Company are expressly permitted to file/ revise their respective tax returns / computation of total income after giving effect of Amalgamation electronically and if the electronic filing is not enabled in the official website of the income tax department, it can be filed manually before the income tax authorities holding jurisdiction over the Amalgamating Company and the Amalgamated Company even if the time limit prescribed for filing revised return of income / computation of total income, as applicable has lapsed and/or assessment proceedings has been completed and no further approval for filing revised return / revised computation of total income after giving effect of the Amalgamation shall be required from CBDT or any other Appropriate Authority and also revise related withholding tax certificates, including withholding tax certificates relating to transactions between Amalgamating Company and the Amalgamated Company, to the extent required and to claim refunds, advance tax and withholding tax credits, or tax related deductions, or any other tax related compliances or filings of forms.

7.4. The goods and services tax paid by Amalgamating Company for the period commencing from the Appointed Date shall be deemed to be the goods and services tax paid by the Amalgamated Company, and credit for such goods and services tax shall be allowed to the Amalgamated Company notwithstanding that challans for goods and services tax payments are in the name of Amalgamating Company and not in the name of the Amalgamated Company. Amalgamated Company shall be allowed to continue GSTINs of Amalgamating Company, for a period of 6 months from the Effective Date, so as to avail input tax credit on such GST Invoices which have been raised in the name of Amalgamating Company and transfer such input tax credit to Amalgamated Company or for any other purpose, as per the Applicable Laws.

7.5. Upon the coming into effect of this Scheme and as per the provisions of Section 72A and other applicable provisions of the Income Tax Act, all accumulated losses and unabsorbed depreciation, if any, of the Amalgamating Company, as on & up to the Appointed Date, shall be transferred to the Amalgamated Company. It is expressly clarified that all the accumulated losses and unabsorbed depreciation as are transferred, shall be eligible to be carried forward and set off in the hands of the Amalgamated Company.

8. EMPLOYEES

8.1. Upon the coming into effect of this Scheme, all permanent employees and interns/trainees, if any, ason the Effective Date, who are on the payrolls of the Amalgamating Company, including key managerialpersonnel and contract labourers shall become employees of the Amalgamated Company with effectfrom the Effective Date, on such terms and conditions as are no less favourable than those on whichthey are currently engaged by the Amalgamating Company, without any interruption of service as aresult of this Amalgamation and transfer.

8.2. The Amalgamated Company undertakes that for the purpose of payment of any retrenchmentcompensation and other terminal benefits including gratuity to the employees of the AmalgamatingCompany, the past services of such employees with the Amalgamating Company or their predecessorsshall also be taken into account and it shall pay the same accordingly, as and when such amounts aredue and payable.

8.3. Upon the Scheme becoming effective, the Amalgamating Company will transfer/handover toAmalgamated Company, copies of employment information of all such transferred employees ofAmalgamating Company, including but not limited to, personnel files (including hiring documents,existing employment contracts, and documents reflecting changes in an employee’s position,compensation, or benefits), payroll records, medical documents (including documents relating to pastor ongoing leaves of absence, on the job injuries or illness, or fitness for work examinations), disciplinary

32

33

records, supervisory files and all forms, notifications, orders and contribution/identity cards issued by the concerned authorities relating to benefits transferred pursuant to this sub-clause.

8.4. The existing provident fund, employee state insurance contribution, superannuation and gratuity fund, staff welfare scheme, employee stock option plan, incentives, if any, of which the aforesaid employees of Amalgamating Company, are members or beneficiaries, along with all accumulated contributions therein till the Effective Date, shall, with the approval of the concerned authorities, be transferred to and continued without any break, to be administered by the Amalgamated Company for the benefit of such employees on the same terms and conditions. All benefits and schemes being provided to the transferred employees will be treated as having been continuous and uninterrupted for the purpose of the aforesaid schemes. Accordingly, the provident fund, employee state insurance contribution, superannuation fund and gratuity fund, staff welfare scheme, employee stock option plan dues, if any, of the said employees of Amalgamating Company, would be continued to be deposited in the transferred provident fund, employee state insurance contribution, superannuation fund and gratuity fund, staff welfare scheme, employee stock option plan account by the Amalgamated Company. In case necessary approvals are not received or the respective funds are not created by the Effective Date and there is delay, all such amounts shall continue to be administered by Amalgamating Company as a trustee from the Effective Date till the date of actual transfer and on receiving the approvals, all the accumulated amounts till such date, shall be transferred to the respective funds of the Amalgamated Company in accordance with the approvals that have been obtained

8.5. The contributions made by Amalgamating Company in respect of their employees under Applicable Laws, to the provident fund, gratuity fund, leave encashment fund and any other special scheme or benefits created, for the period after the Appointed Date shall be deemed to be contributions made by Amalgamated Company.

8.6. The Amalgamated Company shall continue to abide by any agreement(s)/ settlement(s) entered into by the Amalgamating Company with any of their employees prior to Appointed Date and from Appointed Date till the Effective Date.

9. SAVING OF CONCLUDED TRANSACTIONS

Subject to the terms of the Scheme, the transfer and vesting of the Undertaking of the AmalgamatingCompany as per the provisions of the Scheme shall not affect any transactions or proceedings alreadyconcluded by the Amalgamating Company on or after the Appointed Date until the Effective Date, tothe end and intent that the Amalgamated Company accepts and adopts all acts, deeds and thingsmade, done and executed by the Amalgamating Company or their predecessors as acts, deeds andthings made, done and executed by or on behalf of the Amalgamated Company.

10. CONDUCT OF BUSINESS

10.1. With effect from the Appointed Date and up to and including the Effective Date:

(a) The Amalgamating Company shall carry on and be deemed to have carried on all business andactivities and shall hold and stand possessed of and shall be deemed to hold and stand possessedof all its estates, assets, rights, title, interest, authorities, contracts, investments and strategicdecisions for and on account of, and in trust for, the Amalgamated Company;

(b) All obligations, Liabilities, duties and commitments, shall be undertaken and shall be deemed tohave been undertaken by Amalgamating Company for and on account of and in trust forAmalgamated Company.

(c) All profits and income accruing or arising to or losses and expenses arising, incurred or accruingto the Amalgamating Company, for the period commencing from the Appointed Date and up toand including the Effective Date, shall for all purposes be treated as and deemed to be theprofits, income, losses or expenses, as the case may be, of the Amalgamated Company.

33

34

(d) All the benefits (including deduction, if any) availed or Liabilities accrued under the Income TaxAct to the Amalgamating Company, for the period commencing from the Appointed Date andup to and including the Effective Date, shall for all purposes be treated as and deemed to be thebenefit availed or Liabilities accrued by the Amalgamating Company on the behalf of and in trust of the Amalgamated Company.

(e) Any of the rights, powers, authorities or privileges exercised by Amalgamating Company, shallbe deemed to have been exercised by Amalgamating Company for and on behalf of, and in trust for and as an agent of Amalgamated Company. Similarly, any of the obligations, duties andcommitments that have been undertaken or discharged by Amalgamating Company, shall bedeemed to have been undertaken for and on behalf of and as an agent of AmalgamatedCompany;

(f) Amalgamating Company shall not without the concurrence of Amalgamated Company alienate,charge or otherwise deal with any of its assets except in the ordinary course of its business.

11. CANCELLATION AND NO ISSUE OF SHARES

As the entire paid up share capital of Amalgamating Company are held by Amalgamated Company along with its nominees, it is expressly understood that, upon this Scheme becoming effective, therewill be no issue and allotment of any securities by Amalgamated Company in respect ofAmalgamation. Consequently, the investment of Amalgamated Company in entire paid-up sharecapital of the Amalgamating Company shall stand cancelled in the books of Amalgamated Company, pursuant to Amalgamation.

12. ACCOUNTING TREATMENT

12.1 Upon the Scheme becoming effective, the Amalgamated Company shall account for Amalgamation inits books of account in accordance with IND AS 103 - “Business Combination” and such other IND AS asmay be applicable or prescribed under the 2013 Act, in the following manner:

(a) Upon coming into effect of this Scheme and with effect from the Appointed Date, theAmalgamated Company shall record the assets, Liabilities and reserves of the AmalgamatingCompany, as on Appointed Date, at their respective carrying values as per ‘Pooling of Interest Method’ provided in Appendix C of IND AS 103, 'Business Combinations' notified under Section133 of the 2013 Act read with relevant rules issued thereunder, as may be amended from timeto time. No adjustment shall be made to reflect the fair values, or recognise any new assets or Liabilities.

(b) The identity of the reserves of Amalgamating Company shall be preserved and shall appear inthe financial statements of the Amalgamated Company in the same form, in which they appearedin the financial statements of the Amalgamating Company.

(c) The carrying value of investments in the financial statements of the Amalgamated Company inthe equity share capital of the Amalgamating Company shall stand cancelled pursuant to theScheme becoming effective and there shall be no further obligation in that behalf.

(d) The amount of difference between, cancellation of the investments held by AmalgamatedCompany in equity share capital of the Amalgamating Company and the carrying value of netassets (including the reserves), would be adjusted against capital reserve in the books ofAmalgamated Company.

(e) Upon coming into effect of this Scheme, to the extent there are inter-corporate loans / advances,deposits balances or other obligations, if any, as between Amalgamated Company and theAmalgamating Company, the obligations in respect thereof shall come to an end andcorresponding effect shall be given in the books of accounts and records of the AmalgamatedCompany for the reduction of any assets or Liabilities, as the case may be.

34

35

(f) In case of any difference in accounting policies between the Amalgamated Company and the Amalgamating Company, the impact of the same will be quantified and the same shall be appropriately adjusted in the reserves of the Amalgamated Company to reflect the true financial position on the basis of consistent accounting policies.

12.2 The costs and expenses relating to the Scheme shall be accounted for in the Profit & Loss Account of Amalgamated Company.

12.3 The Board of Directors may adopt any other accounting treatment for the Amalgamation which is in accordance with accounting standards notified under the 2013 Act read with Companies (Indian Accounting Standards) Rules, 2015.

13. DISSOLUTION

Pursuant to the Scheme becoming effective, the Amalgamating Company, without any further act,instrument or deed, shall stand dissolved without being wound-up, with effect from Appointed Date.

14. COMPLIANCE WITH SECTION 2(1B) OF THE INCOME TAX ACT, 1961

The provision of Part III of this Scheme as they relate to the Amalgamation comply with the conditionsrelating to “amalgamation” as defined and specified under Section 2(1B) of the Income Tax Act. If anyterms or provisions or part of Part III of this Scheme are found or interpreted to be inconsistent withthe provisions of Section 2(1B) of the Income Tax Act, at a later date including resulting from anamendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of Section 2(1B) of the Income Tax Act shall prevail and the Scheme shall stand modifiedto the extent necessary to comply with Section 2(1B) of the Income Tax Act and such modificationsshall not affect other parts of the Scheme.

15. SUBDIVISION, REORGANISATION AND COMBINATION OF THE AUTHORISED SHARE CAPITAL

15.1 As an integral part of the Scheme, all preference shares in the authorised share capital of the Amalgamating Company shall stand reclassified and reorganised into equity share of Rs 10 each and the entire resulting authorised share capital of the Amalgamating Company of Rs.200,00,00,000/- (Rupees Twenty Hundred Crores only) divided into 20,00,00,000 (Twenty Crores Only) equity shares of Rs. 10/- (Rupees Ten only) each shall, stand transferred and be added with the authorised share capital of Amalgamated Company without any further act, instrument or deed pursuant to the provisions of Sections 13, 14, 61, 64 and Section 232 of the 2013 Act and no separate resolutions or consents and approvals would be required to be passed by the Amalgamated Company. The authorised share capital of Amalgamated Company will accordingly stand increased as a result of such merger of the authorized share capital and Clause V of the Memorandum of Association of the Amalgamated Company shall stand altered accordingly, without any further act or deed, upon the Scheme becoming effective. For this purpose, the fee paid on the authorised share capital of the Amalgamating Company shall be utilised and applied to the increased authorised share capital of the Amalgamated Company and Amalgamated Company shall pay the differential amount, if any, after adjustment of such set off.

15.2 It is clarified that the authorised share capital of the Amalgamated Company shall stand increased and reorganised, as aforesaid, by operation of law, and without any further act or deed, consequent to transfer and vesting of all rights and powers of the Amalgamating Company in the Amalgamated Company and as an integral part of the Amalgamation herein under Sections 230 to 232 of the 2013 Act. In this regard, all other provisions of the 2013 Act, if and to the extent considered applicable, shall be deemed to have been complied with as an integral part of the amalgamation sanctioned herein under Sections 230 to 232 of the 2013 Act.

35

36

PART IV – GENERAL TERMS & CONDITIONS

16. APPLICATIONS

16.1. The Amalgamating Company shall, with all reasonable dispatch, make necessary applications pursuant to Sections 230 and 232 of the 2013 Act to the Hon’ble NCLT for sanction and carrying out of the Scheme and for consequent dissolution of the Amalgamating Company without winding up. The Amalgamated Company shall also make such or other appropriate applications, if and as may be required. The Companies shall also seek such other approvals and orders as may be necessary in law, if any, for bringing the Scheme into effect and be entitled to take such other steps and proceedings as may be necessary or expedient to give full and formal effect to the provisions of this Scheme.

16.2. It is clarified that the Companies shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any law for such consents and approvals which may be required.

17. VALIDITY OF EXISTING RESOLUTIONS, ETC

Upon the coming into effect of the Scheme and with effect from the Appointed Date, the resolutionsof the Amalgamating Company as are considered necessary by the Board of the Directors of theAmalgamated Company which are validly subsisting be considered as resolutions of the AmalgamatedCompany. If any such resolutions have any monetary limits approved subject to the provisions of the2013 Act or of any other applicable statutory provisions, then the said limit, as are considerednecessary by the Board of the Directors of the Amalgamated Company, shall be added to the limits, ifany, under the like resolutions passed by the Board of Directors of the Amalgamated Company.

18. DECLARATION OF DIVIDEND, BONUS AND OTHERS

18.1. During the pendency of the Scheme, the Companies, subject to clause 18.4 and clause 18.5 hereinafter, shall be entitled to declare and pay dividend, whether interim or final, to their respective shareholders in respect of the accounting period prior to the Effective Date.

18.2. The shareholders of the Companies shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective article of associations including the right to receive dividends.

18.3. For avoidance of doubt it is hereby clarified that nothing in this Scheme shall prevent Companies involved in the Scheme from issuing fully paid up bonus equity shares to its shareholders in accordance with Applicable Laws.

18.4. Amalgamating Company shall not utilise the profits or income, if any, for any purpose, which is not in the ordinary course of their business, in respect of the period falling on and after the date of approval of this Scheme by the Board of Directors, without the prior written consent of the Board of Directors of Amalgamated Company.

18.5. It is clarified that the aforesaid provisions in respect of declaration of dividend are enabling provisions only and shall not be deemed to confer any right on the shareholders of the Companies to demand or claim any dividend which, subject to the provisions of the 2013 Act, as applicable, shall be entirely at the discretion of the Board of Directors of respective Companies, subject to such approval of the shareholders, as may be required.

19. MODIFICATIONS OR AMENDMENTS TO THE SCHEME

19.1. All Companies which are parties to this Scheme by their respective Board of Directors or their duly

36

37

authorised representatives, may assent to any modifications / amendments to the Scheme or to any conditions or limitations that the Hon’ble NCLT and / or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i.e. the Board of Directors or their duly authorised representatives) and/or effect any other modification or amendment under Applicable Laws jointly and mutually agreed in writing by the Board of Directors or their duly authorised representatives. All Companies which are parties to this Scheme by their respective Board of Directors or their duly authorised representatives be and are hereby authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any other authorities or otherwise howsoever arising out of or under or by virtue of the Scheme and / or in any matter concerned or connected therewith.

19.2. All Companies which are parties to this Scheme by their respective Board of Directors or their duly authorised representatives be and are hereby authorized to give such directions (acting jointly) as they may consider necessary to settle any question or difficulty arising under the Scheme or in regard to and of the meaning or interpretation of this Scheme or implementation hereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of this Scheme and if necessary, to exclude any of those (to the extent permissible under law).

19.3. Board of Directors of the Companies, as the case may be, in their absolute discretion, have the power to waive/alter conditions as laid out in Clause 21.3 of this Scheme.

20. WITHDRAWAL FROM THE SCHEME

20.1. Parties to the Scheme, acting through their respective Board of Directors or their duly authorised representatives, shall each be at liberty to withdraw from this Scheme prior to Effective Date, in case any condition or alteration imposed by any authority/person or otherwise is unacceptable to any of them.

20.2. In the event of withdrawal under clause 20.1 above, no rights and Liabilities whatsoever shall accrue to or be incurred inter se to the Companies or their respective shareholders or creditors or employees or any other person as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with Applicable Laws.

20.3. In the event of withdrawal under clause 20.1 above, the Companies shall take all necessary steps to withdraw this Scheme from the Hon’ble NCLT and any other authority and to make all necessary filings/applications as may be required to withdraw this Scheme.

21. CONDITIONALITY OF THE SCHEME

This Scheme is and shall be conditional upon and subject to:

21.1. The Scheme being approved by the requisite majority of members and such other classes of persons, as may be applicable, pursuant to Sections 230(1) and Section 232(1) of the 2013 Act.

21.2. The sanction of the Scheme by the Hon’ble NCLT under Sections 230 to 232 of the 2013 Act;

21.3. The requisite consents, no-objections, approvals or permissions of Appropriate Authority, as applicable, being obtained, with respect to availability of incentives, exemptions, subsidies, concessions, refunds, to the Amalgamated Company, which was earlier either available to the Amalgamating Company or Amalgamating Company was entitled to.

21.4. Certified copies of the order(s) of the Hon’ble NCLT sanctioning the Scheme being filed with the

37

38

Registrar of Companies, by the respective Companies, as may be applicable.

22. WHEN THE SCHEME COMES INTO OPERATION

22.1. Amalgamated Company shall carry on and shall be authorized to carry on, with effect from the Appointed Date, the business of the Amalgamating Company. For the purposes of giving effect to the sanction of the Scheme by the Hon’ble NCLT, Amalgamated Company shall at any time pursuant to such order be entitled to get the recordal of change in the legal right(s) upon the Amalgamation of the Amalgamating Company, in accordance with the provisions of the Sections 230 to 232 and/or the other applicable provision of the 2013 Act, as case may be. Amalgamated Company is and shall always be deemed to have been authorized to execute any pleadings, applications, and forms as may be required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of the Scheme.

22.2. All Companies shall be entitled to, amongst others, file/ or revise its income tax returns/ computation of income after giving effect of Amalgamation, as applicable, TDS/TCS returns, service tax, goods and service tax, excise duty, sales tax, value added tax, entry tax, cess, professional tax or any other statutory returns, if required, credit for advance tax paid, self-assessment tax paid, tax deducted at source, tax collected at source, claim for sum prescribed under Section 43B of the Income Tax Act on payment basis either by Amalgamating Company or by Amalgamated Company after Appointed Date previously disallowed in the hands of Amalgamating Company respectively under the Income Tax Act, claim for deduction of provisions written back by Amalgamated Company previously disallowed in the hands of Amalgamating Company, credit of foreign taxes paid/ withheld, if any, pertaining to Amalgamating Company, as may be required consequent to implementation of this Scheme and where necessary to give effect to this Scheme, even if the prescribed time limits for filing or revising such returns have lapsed without incurring any liability on account of interest, penalty or any other sum. Amalgamated Company shall have the right to claim refunds, tax credits, set-offs and/or adjustments relating to the income or transactions entered into by them by virtue of this Scheme with effect from Appointed Date. The taxes or duties paid by, deduction and benefits claimed by, for, or on behalf of, Amalgamating Company relating to the period on or after Appointed Date, shall be deemed to be the taxes or duties paid by and deduction and benefit claimed by the Amalgamated Company and Amalgamated Company shall be entitled to claim credit or refund for such taxes or duties and deduction and benefit as available to the Amalgamating Company.

22.3. Any advance tax, self-assessment tax, minimum alternate tax and/or TDS credit/ TCS credit available or vested with Amalgamating Company, including any taxes paid and taxes deducted at source and deposited by Amalgamating Company on inter se transactions during the period between Appointed Date and the Effective Date, shall be treated as tax paid by Amalgamated Company respectively and shall be available to Amalgamated Company for set-off against its liability under the Income Tax Act and any excess tax so paid shall be eligible for refund together with interest. Further, TDS deposited, TDS certificates issued or TDS returns filed by Amalgamating Company on transactions other than inter se transactions during the period between Appointed Date and the Effective Date, as applicable, shall continue to hold good as if such TDS amounts were deposited, TDS certificates were issued and TDS returns were filed by Amalgamated Company respectively. Any TDS deducted by, or on behalf of Amalgamating Company on inter se transactions will be treated as tax deposited by Amalgamated Company.

22.4. Transfer and vesting of Undertaking of the Amalgamating Company, on going concern basis, in terms of Part III of the Scheme, is not a sale in the course of business.

23. SEVERABILITY

23.1. If any provision of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the Board of Directors of the Companies which are parties to this Scheme, affect the validity or implementation of the other provisions and parts of this Scheme.

23.2. In the event of any inconsistency between any of the terms and conditions of any earlier arrangement

38

39

amongst the Companies which are parties to this Scheme and their respective shareholders and/or creditors, and the terms and conditions of this Scheme, the latter shall have overriding effect and shall prevail.

24. COSTS, CHARGES, EXPENSES AND STAMP DUTY

24.1. In the event of the Scheme not being sanctioned by the Hon’ble NCLT, the Scheme shall become null and void and each party shall bear and pay its respective costs, charges and expenses for and/or in connection with the Scheme.

24.2. Subject to clause 24.1 above, all costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of, or incurred in carrying out and implementing this Scheme and matters incidental thereto, shall be borne by Amalgamated Company. Stamp duty and any other charges, if applicable pursuant to this Scheme shall be borne by the Amalgamated Company.

39

40

Page 1 of 1

MINISTRY OF CORPORATE AFFAIRS

SRN : T47503313

Payment made into :

Service Request Date : 25/09/2021

Received From :

Name :

Address :

Balika Sharma

211,Pocket A/3, Sect.-7, Rohini

New Delhi-85

New Delhi, Delhi

India - 110085

Punjab National Bank

RECEIPT

G.A.R.7

Entity on whose behalf money is paid

Address :

Name :

India - 621651

TAMIL NADU, Tamil Nadu

TAMIL NADU

DALMIAPURAM DISTTIRUCHIRAPPALLI

DALMIA CEMENT (BHARAT) LIMITED

U65191TN1996PLC035963CIN:

Full Particulars of Remittance

eFilingService Type:

Amount(Rs.)Type of FeeService Description

Fee For Form GNL-2 Normal 600.00

Total 600.00

Internet Banking - Punjab National BankMode of Payment:

Received Payment Rupees: Six Hundred Only

Note: The defects or incompleteness in any respect in this eForm as noticed shall be placed on the Ministry's website (www.mca.gov.in). In case the eForm is marked as RSUB or PUCL, please resubmit the eForm or file Form GNL-4(Addendum), respectively. Please track the status of your transaction at all times till it is finally disposed off. (Please refer Rule 10 of the Companies (Registration offices and Fees) Rules, 2014) It is compulsory to file Form GNL-4 (Addendum) electronically within the due date whenever the document is put under PUCL, failing which the system will treat the document as invalid and will not be taken on record in accordance with Rule 10(4) of the Companies (Registration offices and Fees) Rules, 2014

40

41

Dalmia Cement (Bharat) LimitedStandalone Balance Sheet as at June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

Notes As at June 30, As at March 31, 2021 2021

ASSETSNon-current assetsProperty, plant and equipment 8,216 8,311Capital work-in-progress 764 622Investment properties 0 0Goodwill 733 784Other intangible assets 2,608 2,606Right of use assets 142 149Intangible assets under development 16 75Biological assets other than bearer plants 0 0Financial assets

(i) Investments 1(i) 734 734(ii) Loans 1(ii) 238 248(iii) Other financial assets 1(iii) 25 25

Other non-current assets 2 162 15413,640 13,709

Current assetsInventories 3 963 617Financial assets

(i) Investments 4(i) 976 1,515(ii) Trade receivables 4(ii) 425 465(iii) Cash and cash equivalents 4(iii) 50 121(iv) Bank balances other than (iii) above 4(iv) 39 38(v) Loans 4(v) 936 802(vi) Other financial assets 4(vi) 434 460

Other current assets 5 349 3424,172 4,360

Assets or disposal group classified as held for sale 6 534 488Total assets 18,346 18,557

EQUITY AND LIABILITIESEquityEquity share capital 7 314 314Other equity 8 10,362 10,101Total equity 10,676 10,415

LiabilitiesNon- current liabilitiesFinancial liabilities:

(i) Borrowings 9(i) 1,738 2,072 (ii) Lease liabilities 104 95

Provisions 10 128 108Government grants 11 67 71Deferred tax liabilities (net) 1,704 1,696

3,741 4,042 Current liabilities Financial liabilities:

(i) Borrowings 12(i) 1,453 1,392 (ii) Lease liabilities 12 25(iii) Trade payables 12(ii)

15 14

681 767

(iv) Other financial liabilities 12(iii) 987 1,040 Provisions 13 67 84Government grants 11 10 8 Current tax liabilities (net) 80 13Other current liabilities 14 414 555

3,718 3,897 211 201

Total liabilities 7,670 8,141 Total equity and liabilities 18,346 18,556

The accompanying notes form an integral part of these standalone financial statements.

For and on behalf of Dalmia Cement (Bharat) Limited

Sd/-Director

- total outstanding dues of micro enterprises and smallenterprises

- total outstanding dues of creditors other than microenterprises and small enterprises

Liabilities directly associated with disposal group classified as held for sale

41

42

Place : New DelhiDate: July 26, 2021

Dalmia Cement (Bharat) Limited Standalone Statement of Profit and Loss for the period ended June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

Notes Period ended June 30, 2021

Year ended March 31, 2021

Continuing operationsIncomeRevenue from operations 15 2,225 8,779Other income 16 41 245Total income 2,266 9,024

ExpensesCost of raw materials consumed 17 359 1,305Purchases of stock in trade 14 19

18 (117) 63

Employees benefits expense 19 150 516Finance costs:

- Interest cost 21(a) 54 28521(b) 5 (11)

Foreign currency fluctuation (net) (4) (7)Depreciation and amortisation expense 255 1,059Power and fuel 449 1,397Freight charges:

- on finished goods 395 1,641- on internal clinker transfer 48 162

Other expenses 22 380 1,327Total expenses 1,988 7,756

278 1,268

Tax expense Current tax 69 -Deferred tax charge (1) 397Tax adjustments for earlier years - (227)Total tax expense of continuing operations 68 170

Profit for the period/ year from continuing operations 210 1,098

Discontinued operationProfit before tax from discontinued operation 9 21Tax expense on discontinued operation 2 5Net profit for the period/ year from discontinued operation 7 16

Profit for the period/ year 217 1,114

Other comprehensive income Items that will not be reclassified to profit or loss:

- Re-measurement (loss) on defined benefit plan (1) (5)- Net gain on equity instruments through other comprehensive income 53 165

- Income tax (expense) relating to above items (9) (27)43 132

Total comprehensive income for the period/ year 260 1,246

23Basic and Diluted Earnings Per Share (Rupees) - Continuing operations 6.69 34.98 Basic and Diluted Earnings Per Share (Rupees) - Discontinued operation 0.21 0.50

6.91 35.48

The accompanying notes form an integral part of these standalone financial statements.

For and on behalf of Dalmia Cement (Bharat) Limited

Sd/-DirectorPlace : New DelhiDate: July 26, 2021

Basic and Diluted Earnings Per Share (Rupees) - Continuing and discontinued operations

Profit before tax from continuing operations

- Other borrowing costs (including exchange differenceson borrowings (net))

Earnings per Share (Face value of Rs. 10 each)

Changes in inventories of finished goods, work-in-progress and stock in trade

42

43

Dalmia Cement (Bharat) Limited Standalone Statement of Changes in Equity for the period ended June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise

a. Equity share capital No. of shares Rs.

As at April 1, 2020 31,40,45,267 314Changes in equity share capital - -As at March 31, 2021 31,40,45,267 314Changes in equity share capital - -As at June 30, 2021 31,40,45,267 314

b. Other equity Rs.Other

comprehensive income

Securities premium

Debenture redemption

reserve

Share based payment reserve

Retained earnings

Equity instruments through OCI

As at April 1, 2020 6,563 55 19 2,217 - 8,854 Profit for the year - - - 1,114 - 1,114 Other comprehensive income (net of tax) - - - (4) 136 132 Total comprehensive income for the year - - - 1,110 136 1,246 Debenture redemption reserve released during the year - (36) - 36 - - Employee stock option expense - - 1 - - 1

As at March 31, 2021 6,563 19 20 3,363 136 10,101 Profit for the period - - - 217 - 217 Other comprehensive income (net of tax) - - - (1) 44 43 Total comprehensive income for the period - - - 216 44 260 Employee stock option expense - - 1 - - 1

As at June 30, 2021 6,563 19 21 3,579 180 10,362

The accompanying notes form an integral part of these standalone financial statements.

For description of the purposes of each reserve within equity, refer note 8.

For and on behalf of Dalmia Cement (Bharat) Limited

Sd/-DirectorPlace : New DelhiDate: July 26, 2021

Equity shares of Rs. 10 each issued, subscribed and fully paid

Particulars

Reserve and surplus

Total other equity

43

44

Dalmia Cement (Bharat) LimitedStandalone Cash Flow Statement for the period ended June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise

Period ended June 30, 2021

Year ended March 31, 2021

A. Cash flow from operating activities

Profit/ (loss) before tax from 278 1,268

- Discontinued operation 9 21Profit before tax 287 1,289

Adjustments:Depreciation and amortisation 257 1,062Impairment allowance (net) 26 2Bad debts/ advances written off 0 4Exchange difference (net) 0 (25)Interest expense (including other finance cost) 56 291Interest (income) (31) (189)Dividend (income) - (3)Share-based payment expense 0 1Change in fair value of investments measured at FVTPL 63 (28)(Profit) on sale of current investments (net) (71) (20)(Profit) on sale of property, plant and equipment (net) (1) (4)Operating profit before working capital changes 586 2,380Working capital adjustments:Decrease in inventories (380) 60(Increase)/ decrease in trade receivables 34 (46)Decrease in financial and other assets 1 136(Decrease)/ increase in trade and other payables (270) 546(Decrease)/ increase in provisions and government grants 4 26Cash generated from operations (25) 3,102Income tax refund/ (paid) (net) (4) 17Net cash flow from/(used in) operating activities (29) 3,119

B. Cash flow from investing activitiesPurchase of property, plant and equipment and intangibles (net) (230) (751)Investment in subsidiaries (0) (69)(Purchase) of/ proceeds from sale of current investments (net) 599 332

(1) 35Loan given to a body corporate - (26)Loan repaid by a body corporate - 2Loans (given) to/ repaid by subsidiaries (114) 41Dividend received - 3Interest received 45 170Net cash flow from/ (used in) investing activities 299 (262)

C. Cash flow from financing activities(Repayment) of long term borrowings (net) (397) (1,821)(Repayment)/ proceeds from other short term borrowings (net) 119 (603)Payment of principal portion of lease liabilities (9) (35)Interest paid (45) (365)Net cash flow (used in) financing activities (332) (2,823)

Net increase/ (decrease) in cash and cash equivalents (A+B+C) (62) 33Cash and cash equivalents at the beginning of the year 127 94 Cash and cash equivalents at the end of the period/ year 65 127

Note:(a) For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:

A. Continuing operationsCash and cash equivalents 50 121 Cash and cash equivalents - Continuing operations (A) 50 121

B. Discontinued operationCash and cash equivalents 15 9Less: Book overdraft - (3)Cash and cash equivalents - Discontinued operation (B) 15 6Cash and cash equivalents as per cash flow statement (A+B) 65 127

For and on behalf of Dalmia Cement (Bharat) Limited

Sd/-DirectorPlace : New DelhiDate: July 26, 2021

- Continuing operations

Maturity of bank deposits (having original maturity of more than three months)

44

45

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements as at June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

As at June 30, 2021

As at March 31, 2021

1. Financial assets(i) Investments

A. Investment in equity shares - at costSubsidiary companiesUnquoted272,677,725 (March 31, 2021: 272,677,725) Shares of Rs. 10/- each fully paid up in Calcom Cement India Limited

260 260

150,000,000 (March 31, 2021: 150,000,000) Shares of Rs. 10/- each fully paid up in Dalmia DSP Limited 150 15011,831,306,411 (March 31, 2021: 11,831,306,411) Shares of Rs. 2/- each fully paid up in Murli Industries Limited

69 69

695,500 (March 31, 2021: 695,500) Shares of Rs. 10/- each fully paid up in Dalmia Minerals & Properties Limited

52 52

100,000 (March 31, 2021: 100,000) Shares of USD 1/- each fully paid up in OCL Global Limited 39 39Less: Disposal group classified as held for sale (39) (39)

- -

18,820,000 (March 31, 2021: 18,820,000) Shares of Rs. 10/- each fully paid up in Alsthom Industries Limited

19 19

1,304,000 (March 31, 2021: 1,304,000) Shares of Rs. 10/- each fully paid up in Shri Rangam Properties Limited

9 9

725,000 (March 31, 2021: 725,000) Shares of Rs. 10/- each fully paid up in Sri Shanmugha Mines & Minerals Limited

8 8

285,500 (March 31, 2021: 285,500) Shares of Rs. 10/- each fully paid up in Sri Trivikrama Mines & Properties Limited

7 7

98,600 (March 31, 2021: 98,600) Shares of Rs. 10/- each fully paid up in Bangaru Kamakshiamman Agro Farms Private Limited

6 6

281,000 (March 31, 2021: 281,000) Shares of Rs. 10/- each fully paid up in Geetee Estates Limited 6 61,021,000 (March 31, 2021: 1,021,000) Shares of Rs. 10/- each fully paid up in Hemshila Properties Limited

6 6

259,400 (March 31, 2021: 259,400) Shares of Rs. 10/- each fully paid up in Sri Madhusudana Mines & Properties Limited

6 6

940,000 (March 31, 2021: 940,000) Shares of Rs. 10/- each fully paid up in Golden Hills Resort Private Limited

5 5

(5) (5)- -

454,500 (March 31, 2021: 454,500) Shares of Rs. 10/- each fully paid up in Jayevijay Agro Farms Private Limited

5 5

199,000 (March 31, 2021: 199,000) Shares of Rs. 10/- each fully paid up in Sri Subramanya Mines & Minerals Limited

5 5

305,700 (March 31, 2021: 305,700) Shares of Rs. 10/- each fully paid up in Sri Swaminatha Mines & Minerals Limited

3 3

1,390,000 (March 31, 2021: 1,390,000) Shares of Rs. 10/- each fully paid up in D.I. Properties Limited 3 348,100 (March 31, 2021: 48,100) Shares of Rs. 10/- each fully paid up in Chandrasekara Agro Farms Private Limited

3 3

69,990 (March 31, 2021: 69,990) Shares of Rs. 10/- each fully paid up in Dalmia Bharat Refractories Limited

2 2

50,000 (March 31, 2021: 50,000) Shares of Rs. 10/- each fully paid up in Ishita Properties Limited 1 1

10,000 (March 31, 2021: 10,000) Shares of Rs. 10/- each fully paid up in Rajputana Properties Private Limited

0 0

(0) -- 0

10,000 (March 31, 2021: 10,000) Shares of Rs. 10/- each fully paid up in Hopco Industries Limited 0 0

10,000 (March 31, 2021: 10,000) Shares of Rs. 10/- each fully paid up in Ascension Mercantile Private Limited

0 0

10,000 (March 31, 2021: 10,000) Shares of Rs. 10/- each fully paid up in Ascension Multiventures Private Limited

0 0

50,000 (March 31, 2021: Nil) Shares of Rs. 10/- each fully paid up in Dalmia Bharat Green Vision Limited 0 -

620 620

Joint ventures - unquoted1,836,500 (March 31, 2021: 1,836,500) Shares of Rs.10/- each fully paid up in Khappa Coal Company Private Limited

2 2

(2) (2)- -

7,348,000 (March 31, 2021: 7,348,000) Shares of Rs.10/- each fully paid up in Radhikapur (West) Coal Mining Private Limited

7 7

- -7 7

Sub-total (A) 627 627

Less : Impairment in the value of investment

Less : Impairment in the value of investment

Less : Impairment in the value of investment

Less : Impairment in the value of investment

45

46

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements as at June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

As at June 30, 2021

As at March 31, 2021

B. Investment in debentures (unquoted) - at cost5,900 (March 31, 2021: 5,900) zero coupon optionally redeemable convertible debentures of Rs. 1,00,000/- each in Saroj Sunrise Private Limited.

59 59

12 (March 31, 2021: 12) 8% non convertible secured debentures of Rs. 100/- each fully paid up in Indian Chamber of Commerce

0 0

2 (March 31, 2021: 2) 8% non convertible secured debentures of Rs. 25/- each partly paid up in Indian Chamber of Commerce

0 0

Sub-total (B) 59 59

C. Investment in debentures (unquoted) - at fair value through profit or lossSubsidiary companies44,90,070 (March 31, 2021: 44,90,070) 1% unsecured optionally convertible debentures of Rs. 100/- each in Dalmia DSP Limited

37 37

14,00,000 (March 31, 2021: 14,00,000) 1% unsecured optionally convertible debentures of Rs. 100/- each in Alsthom Industries Limited

11 11

Sub-total (C) 48 48

D. Others (unquoted) - at cost50 (March 31, 2021: 50) units of Rs.100/- each fully paid up in Co-operative Society 0 0Property Rights in Holiday Resort 0 0

Sub-total (D) 0 0

Total (A+B+C+D) 734 734

Aggregate amount of unquoted investments 734 734Aggregate amount of impairment in value of investments 7 7

(ii) Loans (Unsecured, considered good unless otherwise stated)

Security deposits- Unsecured, considered good 47 39- Doubtful 1 1

Loans to a related party - Secured 183 201Loans and advances to employees 8 8

239 249Less: Impairment allowance (allowance for doubtful advances) (1) (1)

238 248

(iii) Other financial assets (Unsecured, considered good unless otherwise stated)

Incentives receivable 18 18Subsidies receivable 0 0Advance against share application money

- Considered doubtful 4 4Advance for warrants 0 0Deposit with banks having remaining maturity of more than twelve months 7 7Interest receivable 0 0

Derivative instruments at fair value through profit or lossForeign currency option contracts - -

29 29Less: Impairment allowance (allowance for doubtful advances) (4) (4)

25 25

2. Other non-current assets (Unsecured and considered good, unless otherwise stated)

Capital advances- Secured, considered good * 51 32- Unsecured, considered good 67 70- Doubtful 1 1

Advances other than capital advancesPrepayments 5 5Deposits with government departments and other authorities

- Unsecured, considered good 37 47- Doubtful 9 -

172 155Less: Impairment allowance (allowance for doubtful advances) (10) (1)

162 154* secured against bank guarantees held.

46

47

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements as at June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

As at June 30, 2021

As at March 31, 2021

3. Inventories (at lower of cost and net realisable value)

Raw materials- On hand 131 89- In transit 0 1

Work-in-progress 117 69

Finished goods- On hand 147 63- In transit - 17

Stock in trade 14 12

Packing materials 46 37Fuels

- On hand 376 203- In transit 4 9

Stores, spares etc.- On hand 121 114- In transit 5 3

963 617

4. Financial assets

(i) Current investments

Investment measured at fair value through profit or lossCorporate bonds (quoted) 224 273Units of debt schemes of various mutual funds (unquoted) 282 824Alternative investment fund (unquoted) 5 5

Investment measured at fair value through other comprehensive incomeEquity shares (quoted)12,399,844 (March 31, 2021 : 12,399,844) shares of Rs. 1/- each in Indian Energy Exchange Limited 465 413

976 1,515

Aggregate book value of quoted investments 689 686Aggregate market value of quoted investments 689 686Aggregate amount of unquoted investments 287 829Aggregate amount of impairment in value of investment - -

(ii) Trade receivables

Break-up for security details :Trade receivablesSecured, considered good 240 245Unsecured, considered good 185 220Unsecured, credit impaired 33 33

457 498Less: Impairment allowance (allowance for doubtful receivables) (33) (33)

425 465

(iii) Cash and cash equivalents

Balances with banks:- On current accounts 45 112- On cash credit accounts 3 6- On deposit accounts with original maturity of less than three months 0 1

Cheques on hand 2 2Cash on hand 0 0

50 121

(iv) Bank balances other than (iii) above

Deposits with remaining maturity of less than 12 months 39 3839 38

(v) Loans (Unsecured and considered good, unless otherwise stated)

Security deposits 33 20Loans to related parties

- Secured, considered good 42 30- Unsecured, considered good 852 743- Doubtful 11 1

Loans and advances to employees- Unsecured, considered good 6 6- Doubtful 0 0

Loans to others 3 3947 803

Less: Impairment allowance (allowance for doubtful advances) (11) (1)936 802

47

48

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements as at June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

As at June 30, 2021

As at March 31, 2021

(vi) Other financial assets (Unsecured, considered good unless otherwise stated)Subsidies receivable

- Unsecured, considered good 393 401- Doubtful 2 2

Interest receivable- Unsecured, considered good 31 44- Doubtful 0 0

Lease rent receivable 1 1Other receivable

- Unsecured, considered good 7 11- Doubtful 0 0

Derivative instruments at fair value through profit and lossForeign currency forward / option contracts 2 3

436 462Less: Impairment allowance (allowance for doubtful advances) (2) (2)

434 460

5. Other current assets (Unsecured and considered good, unless otherwise stated)

Advances other than capital advancesAdvances to suppliers

- Secured, considered good 25 25- Unsecured, considered good 149 132- Doubtful 1 6

Prepayments 23 21Deposits and balances with government departments and other authorities

- Unsecured, considered good 147 160- Doubtful 0 0

Other receivable 6 4351 348

Less: Impairment allowance (allowance for doubtful advances) (2) (6)349 342

6. Assets or disposal group classified as held for sale

Disposal group classified as held for sale 533 487Assets classified as held for sale 1 1

534 488

7 Share capital

Authorised : 385,350,000 (March 31, 2021: 385,350,000) Equity Shares of Rs. 10/- each 385 38530,000,000 (March 31, 2021: 30,000,000) Preference Shares of Rs. 100/- each 300 300723,000,000 (March 31, 2021: 723,000,000) Unclassified Shares of Rs. 10/- each 723 723

1,408 1,408

Issued, subscribed and fully paid up :314,045,267 (March 31, 2021: 314,045,267) equity shares of Rs. 10/- each 314 314

314 314

a. Reconciliation of equity shares outstanding at the beginning and at the end of the year

No. of sharesRs. No. of sharesAt the beginning of the year 31,40,45,267 31,40,45,267Changes in equity share capital - # -At the end of the year 31,40,45,267 31,40,45,267

b. Terms/ rights attached to equity shares

c. Equity shares held by holding company

No. of sharesRs. No. of sharesDalmia Bharat Limited (including its nominees) 31,40,45,267 31,40,45,267

The Company has only one class of equity shares having a face value of Rs.10 per share. Each equity shareholder is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees. In the event of dividend proposed by the Board of Directors, it shall be subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend which is paid as and when declared by the Board of Directors.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As at June 30, 2021

As at March 31, 2021

As at June 30, 2021

As at March 31, 2021

48

49

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements as at June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

As at June 30, 2021

As at March 31, 2021

d. Details of shareholders holding more than 5% shares in the Company

No. of shares No. of sharesDalmia Bharat Limited (including its nominees)-100% 31,40,45,267 31,40,45,267

e. Aggregate number of shares issued for consideration other than cashAs at June 30,

2021As at March 31,

2021No. of shares No. of shares

Equity shares of Rs. 10 each fully paid up issued during the year 2018-19 to Dalmia Bharat Limited, pursuant to Scheme of Arrangement and Amalgamation

7,97,94,080 7,97,94,080

8. Other equity

Securities premiumOpening balance as per last financial statements 6,563 6,563Closing balance 6,563 6,563

Debenture redemption reserveOpening balance as per last financial statements 19 55Less: Released during the year - (36)Closing balance 19 19

Share based payment reserveOpening balance as per last financial statements 20 19Add: Created during the year 1 1Closing balance 21 20

Retained earningsOpening balance as per last financial statements 3,363 2,218Add: Profit for the year 217 1,114Add: Amount released from debenture redemption reserve - 36Items of other comprehensive income recognised directly in retained earningsRe-measurement (loss) on defined benefit plan (net of tax) (1) (4)Closing balance 3,579 3,363

Other comprehensive income, net of taxOpening balance as per last financial statements 136 -Add: Changes during the year 44 136Closing balance 180 136

Total other equity 10,362 10,101

Description of nature and purpose of each reserve

(e) Equity instruments through other comprehensive income- The Company has elected to recognise changes in the fair value of investments in equity instruments in OCI. These changes are accumulated within the 'Equity instruments through OCI' within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

(a) Securities premium - The amount received in excess of face value of the equity shares is recognised in Securities Premium. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.

(b) Debenture redemption reserve (DRR)- The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and Debentures) Rules, 2014 (as amended), require the Company to create DRR out of profits of the Company available for payment of dividend. DRR is required to be created for an amount which is equal to 10% of the value of debentures issued by the Company.

(c) Retained earnings- Retained earnings are the profits that the Company has earned till date, less any transfers to debenture redemption reserve, dividends or other distributions paid to shareholders.

(d) Share based payment reserve- The Company measures and recognises the expense associated with share-based payment awards made to employees based on estimated fair values obtained by the holding company. Refer note 32 for further details.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

49

50

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements as at June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

As at June 30, 2021

As at March 31, 2021

9. Financial liabilities(i) Borrowings

SecuredA. Redeemable non-convertible debentures 220 220

Less: Shown in current maturities of long term borrowings (220) (220)- -

B. Term loansa. From banksi. Foreign currency loan 58 78ii. Indian rupee loan 1,949 1,976Less: Shown in current maturities of long term borrowings (414) (325)

1,593 1,729

b. From others 106 105106 105

C. Deferred payment liabilities 39 3839 38

Total (I) 1,738 1,872

UnsecuredD. Foreign currency loans from banks 89 441

Less: Shown in current maturities of long term borrowings (89) (241)- 200

Total (II) - 200Total long term borrowings (I+II) 1,738 2,072

Current maturities of long term borrowings - Secured 634 545Current maturities of long term borrowings - Unsecured 89 241Total current maturities of long term borrowings disclosed in note 12(i) 723 786

10. Provisions

For mines reclamation liability 55 54 For gratuity 45 44 For post-retirement mendical benefits 4 4 For contingencies 3 3 For enterprise social commitment 21 3

128 108

11. Government grants

Non current 67 71 Current 10 8

13. Financial liabilities

(i) Borrowings

Secured(a) Cash credit from banks 0 -(b) Current maturity of long term debt 634 545(c) Foreign currency loan from banks:

- Buyer's credit 30 74664 618

Unsecured (d) From a related party (refer note 36) 5 5(e) Commercial papers 695 497(f) Buyer's credit - 30(g) Current maturity of long term debt 89 241

789 773

1,453 1,392

(ii) Trade payables

Total outstanding dues of micro enterprises and small enterprises 15 14Total outstanding dues of creditors other than micro enterprises and small enterprises 681 767

696 781

50

51

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements as at June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

As at June 30, 2021

As at March 31, 2021

(iii) Other financial liabilities

Interest accrued but not due on borrowings - Related party 0 0- Others 23 13

Security deposits received 554 507 Rebate to customers 199 305 Liability for capital expenditure

- Acceptances 32 41- Other than acceptances 112 120

Accrued employee liabilities 34 18

Foreign currency option contracts/ Interest rate swap contract 0 2 Directors commission payable 0 1 Purchase consideration payable 30 30Book overdraft -

Other payable 2 3987 1,040

14. Provisions

For mines reclamation liability - - For gratuity 34 30 For leave encashment 19 19 For post-retirement medical benefits 0 0 For enterprise social commitment 14 35 For other employee benefits 0 0

67 84

15. Other current liabilities

Liability towards dealer incentive * 76 89 Advance from customers 111 146 Other liabilities

- Statutory dues 180 273- Others 47 47

414 555

* Liability towards dealer incentive relates to in-kind discount granted to the customers as part of sales transaction and has been estimated with reference to the relative standalone selling price of the products for which they could be redeemed.

51

52

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements for the period ended June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

Period ended June 30, 2021

Year ended March 31, 2021

16. Revenue from operations

Revenue from contracts with customers - Sale of manufactured goods 2,197 8,701

- Sale of traded goods 13 20 - Sale of services 10 21 Total sale of products and services 2,220 8,742 Subsidies on sale of manufactured goods - 6 Other operating revenue 5 31

2,225 8,779

17. Other income

Interest income 28 169 Interest income from other financial assets at amortised cost 0 9 Unwinding of interest income on financial instruments 3 11 Dividend income from current investments measured at FVTOCI - 3 Gains/ (losses) on financial instruments measured at fair value through profit or loss (net): - Profit on sale of current investments (net) 71 20 - On change in fair value of investments measured at FVTPL (63) 28

Liabilities no longer required written back - Profit on disposal of property, plant and equipment (net) 1 4 Miscellaneous receipts 1 1

41 245

18. Cost of raw materials consumed

Opening stock 183 164Add: Purchases 475 1,490

658 1,654Less: Closing stock (237) (183)

421 1,471 Less: Discontinued operation (62) (166)Cost of raw materials consumed 359 1,305

19. Changes in inventories of finished goods, work-in-progress and stock in trade

Finished goods - Closing stock 198 119 - Opening stock 119 178

(78) 59 Work-in-progress - Closing stock 132 78 - Opening stock 78 98

(54) 20 Stock in trade - Closing stock 25 19 - Opening stock 19 1

(6) (18)

(138) 61Add: Trial run production transferred to capital work-in-progress - 8

Less: Discontinued operation 22 (6) Net decrease in inventories (117) 63

20. Employees benefits expense

Salaries, wages and bonus 136 461 Contribution to provident and other funds 6 25 Gratuity expense 2 8 Post-retirement medical benefits 0 5Employee stock option scheme 0 1

Workmen and staff welfare expenses 5 16150 516

21. Finance costs

(a) Interest cost: On borrowings - at amortised cost - On term loans and debentures 38 275 - On short term borrowings 5 43

Others - On lease liabilities 3 9 - On unwinding of discount on provision and other liabilities 3 11 - Net interest on defined benefit obligation 1 8 - On others 8 28

59 375 Less: Capitalisation of interest (5) (89)

54 285 (b) Other borrowing costs - Other finance cost 1 4 - Exchange differences on foreign currency borrowings (net) * 4 (15)

5 (11)* include settlement gain/ loss and fair value gain/ loss on derivative contracts relating to borrowings.

52

53

Dalmia Cement (Bharat) LimitedNotes to standalone financial statements for the period ended June 30, 2021All amounts stated in Rs. are in Rs. Crore except wherever stated otherwise Rs.

Period ended June 30, 2021

Year ended March 31, 2021

22. Other expenses

Packing expenses 101 352 Consumption of stores and spare parts 6 23 Repairs and maintenance :

- Plant and machinery 44 165- Buildings 2 9- Others 13 18

Rent 6 13 Rates and taxes 2 12 Insurance 4 12 Management service charges 28 110 Depot expenses 39 177 Professional charges 22 79 Advertisement and sales promotion 22 107 Travelling and conveyance 5 17Bad debts/ advances written off (net) 0 2

Impairment allowance 26 3 Provision for impairment in value of investment (net) - 2 Corporate social responsibility expenses 3 3 Directors sitting fees 0 0 Miscellaneous expenses 59 221

380 1,327

23. Earnings Per Share

Profit attributable to equity shareholders for basic and diluted EPS (Rs.) 210 1,098 Weighted average number of equity shares for basic and diluted EPS 31,40,45,267 31,40,45,267 Basic and Diluted EPS (Rupees) 6.69 34.98

(b) Discontinued operation Profit/ (loss) attributable to equity shareholders for basic and diluted EPS (Rs.) 7 16 Weighted average number of equity shares for basic and diluted EPS 31,40,45,267 31,40,45,267 Basic and Diluted EPS (Rupees) 0.21 0.50

(c) Continuing and discontinued operations Profit attributable to equity shareholders for basic and diluted EPS (Rs.) 217 1,114 Weighted average number of equity shares for basic and diluted EPS 31,40,45,267 31,40,45,267 Basic and Diluted EPS (Rupees) 6.91 35.48

24. The financial statements are presented in Indian Rupee (Rs.) and all the values are rounded off to the nearest Crore, except number of shares, face value of share, earning per share or wherever otherwise indicated. Wherever the amount represented Rs. ‘0’ (zero) construes value less than Rupees fifty lakhs.

53

54

Dalmia DSP Limited(Formerly Known As Kalyanpur Cements Limited)Balance sheet as at June 30, 2021 (Rs. In Lakhs)

Notes As at June 30, 2021 As at Mar 31, 2021 AsA ASSETS

1 Non-current assets(a) Property, plant and equipment 38,598 38,457(b) Capital work-in-progress 4,843 4,607(c) Right of use assets 267 247(d) Other intangible assets 2 2(e) Financial assets 1

(i) Loans 410 383(ii) Other financial assets 22 21

(f) Income tax assets 2 26 23(g) Deferred tax assets(net) 3 5,677 5,876(h) Other non-current assets 4 1,233 1,245

Total Non-current assets 51,078 50,8612 Current assets

(a) Inventories 5 4,275 3,835(b) Financial assets 6

(i) Investments 477 1,224-(ii) Trade receivables 1,291 742

(iii) Cash and cash equivalents 236 193(iv) Bank balance other than (iii) above 137 137(v) Loans 8 1(vi) Other financial assets 58 47

(c) Other current assets 7 191 3226,673 6,501

(d) Non-current assets classified as held for sale 8 19 11Total Current assets 6,692 6,512

Total Assets 57,770 57,373B EQUITY AND LIABILITIES1 Equity

(a) Equity share capital 9 15,000 15,000(b) Other Equity 10 (8,757) (9,379)

Total Equity 6,243 5,621LIABILITIES

2 Non-current liabilities(a) Financial liabilities 11

(i) Borrowings 5,391 5,357(ii) Lease liabilities 53 26(iii) Trade payables

- total outstanding dues of micro enterprises and small enterprises - -- total outstanding dues of creditors other than micro enterprises and small enterprises

- -

(iv) Other financial liabilities 122 122(b) Provisions 12 1,809 1,804(c) Other long term liabilities 13 7,034 7,034

Total Non-current liabilities 14,409 14,3433 Current liabilities

(a) Financial Liabilities 14(i) Borrowings 14,336 13,036(ii) Lease liabilities 36 43(iii) Trade payables

- total outstanding dues of micro enterprises and small enterprises 15 17

- total outstanding dues of creditors other than micro enterprises and small enterprises

5,379 6,125

(iv) Other financial liabilities 8,577 8,809(b) Other current liabilities 15 8,337 8,955(c) Provisions 16 438 424

Total Current liabilities 37,118 37,409

Total equity and liabilities 57,770 57,373

For Dalmia DSP Limited

Sd

Director

Place : New DelhiDate: July 23, 2021

0 54

55

Dalmia DSP Limited(Formerly Known As Kalyanpur Cements Limited)Statement of profit and loss for the quarter ended June 30, 2021 (Rs. In Lakhs)

Particular Notes For the qtr endedJune'2021

For the year endedMarch 31, 2021

For

IncomeRevenue from operations 17 8,139 33,660Other income 18 18 41Total Income 8,157 33,701

ExpensesCost of raw materials consumed 19 1,118 7,935Change in inventories of finished goods and work-in-progress 20 (676) (630)Employee benefits expenses 21 768 2,129Finance costs 22 416 1,470Depreciation and amortisation expense 1,409 3,629Power and fuel 2,065 9,191Freight charges

- on finished goods 1,210 4,901Other expenses 23 1,052 4,609Total expenses 7,362 33,234

Profit/(Loss) before Tax 795 467

Tax Expense:Current tax: -Deferred tax 28 192 (5,900)Prior year tax charge 28 - 8Total tax expense 192 (5,892)

(Loss) after tax 603 6,359

Other comprehensive income/(loss)Items that will not be reclassified to profit or loss:- Re-measurement (loss) on defined benefit plan 24 94 Tax thereon 28 (6) (24) Total comprehensive income/(loss) 621 6,429

Earning per Share (Nominal Value of share Rs 10 each) 24(a) Basic 0.40 4.24 (b) Diluted 0.40 4.24

0

For Dalmia DSP Limited

Sd

Director

Place : New DelhiDate: July 23, 2021

55

56

Cash flow statement for the quarter ended June 30,2021

Particulars Note For the qtr endedJune 30, 2021

For the year endedMarch 31, 2021

(A) Cash flow from operating activitiesProfit/(Loss) before tax 795 467Adjsutments:Depreciation and amortisation expense 0 1,409 3,629Finance costs 22 416 1,470Interest income 18 (3) (11)Fair value gain of Investments 18 (1) (2)Fair valuation gain/(loss) on financial liabilities 18 486(Profit)/loss on sale of Investments 18 (4) (23)Excess provision written Back 18 - (3)(Profit)/loss on sale of property, plant & equipment 23 - 19Foreign Currency Fluctuation (Net) 23 - (4)Bad debts / advances written off 23 - 1Lease concessation 21 - (2)Impairment allowance written back 23 - 67

Operating (loss) before working capital changes 2,612 6,094Adjustments for working capital :

(Increase) / Decrease in inventories 5 (440) (40)(Increase) / Decrease in trade receivables 9(ii) (549) (84)Increase /(Decrease) in Other liabilities (815) 1,212(Increase) / Decrease in loan and other current assets 10 121 39Increase /(Decrease) in provisions 43 111Increase /(Decrease) in trade payables (748) 661(Increase) / Decrease in loans and other financial assets (43) 139

(2,431) 2,039Cash generated from operations 181 8,132Income tax paid 5 (4) 20Net cash from operating activities "A" 177 8,152

(B) Cash flow from investing activities:Purchase of Property plant and equipment (including CWIP) (1,855) (11,983)Proceeds/(Purchase) of investments 752 (517)Proceeds from fixed deposits -Interest received 1 1Net cash (used in) investing activities "B" (1,102) (12,498)

(C) Cash flow from financing activities:

(Repayment) of long term borrowings 14 34 (864)

Proceeds from Inter Company loans 17 1,300 6,892

(Repayment) of Inter company loans -Payment for lease liabilities 19 (103)Interest paid (386) (1,612)

Net cash from financing activities "C" 967 4,313

Net Increase in cash and cash equivalents "A+B+C" 42 (33)

Cash and cash equivalents at the beginning of the year 330 363

Cash and cash equivalents at the end of the year 372 330

Change In cash & cash equivalents 42 (33)

Dalmia DSP Limited(Formerly Known As Kalyanpur Cements Limited)

56

57

Cash flow statement for the quarter ended June 30,2021

Dalmia DSP Limited(Formerly Known As Kalyanpur Cements Limited)

Note:1) The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Indian Accounting Standard (Ind AS 7) 'Statement of Cash Flow'.

2) Cash and cash equivalents components are as per Note 9(iii) of the financial statements.

3) Previous year figures have been regrouped/ restated where ever considered necessary.

For Dalmia DSP Limited

Sd

Director

Place : New DelhiDate: July 23, 2021

- -

57

58

Statement of change in equity for the quarter ended June 30, 2021

a. Equity share capital:

Equity shares of Rs. 10 each issued, subscribed and fully paid No. of Shares (Rs. in Lakhs)

As at April 1, 2020 15,00,00,000 15,000Add:- Shares issued during the year - -Less:- Cancellation of existing share capital - -As at March 31, 2021 15,00,00,000 15,000Add:- Shares issued during the year - -As at June 30, 2021 15,00,00,000 15,000

b. Other equity: (Rs. in Lakhs)

Securities premium

General reserve

Retained earnings

Capital reserve

As at April 1, 2020 2,049 40 (47,543) 29,647 (15,807)(Loss) for the year - - 6,359 - 6,359Other comprehensive income - - 70 - 70Total comprehensive income for the year 2,049 40 (41,114) 29,647 (9,379)Add: Addition during the year - - - -As at March 31, 2021 2,049 40 (41,114) 29,647 (9,379)

As at April 1, 2021 2,049 40 (41,114) 29,647 (9,379)Profit for the year - - 603 - 603Other comprehensive income - - 18 - 18Total comprehensive income for the year - - 621 - 621As at June 30, 2021 2,049 40 (40,493) 29,647 (8,757)

For Dalmia DSP Limited

Sd/-

Director

Dalmia DSP Limited(Formerly Known as Kalyanpur Cements limited)

Reserve and surplus Total other

equity

58

59

(Rs. In Lakhs) As at June

30, 2021 As at March 31, 2021 As1 Financial Assets

(i) LoansLoans and advances to employees 34 7Security Deposit, good 376 376Security Deposit, doubtful - -Less: Impairment Allowance - -

410 383

(ii) Other financial assetsDeposit with bank having remaining maturity of more than 12 months* 19 18Interest receivable on deposit 3 3

22 21*Deposit kept with bank against bank gurantee givenBreak up of financial assets carried at amortised cost :-

Deposit with bank having remaining maturity of more than 12 months* 19 18Loans and advances to employees 34 7Interest receivable on deposit 3 3Security Deposit 376 376

Total financial assets carried at amortised cost 432 404*Deposit kept with bank against bank gurantee given

2 Income Tax AssetsAdvance income Tax 26 23

26 23

3 Deferred Tax Assets (net)Deferred Tax Assets 5,677 5,876

5,677 5,876

4 Other non-current assets (Unsecured, considered good otherwise stated)Capital AdvancesSecured (Against Bank Gurantee held) 402 402Unsecured 797 819Prepayments 34 24

1,233 1,245

5 Inventories (at lower of cost and net realisable value)Raw Material

On hand 343 254Fuel

On hand 662 300In transit 48 785

Packing MaterialOn hand 118 108

Work in progressOn hand 1,984 1,352

Finished GoodsOn hand 190 146In transit -

Stores and SparesOn hand 930 890 In transit -

4,275 3,835

6 Financial Assets(i) InvestmentsAt fair value through profit or loss

Unit of Debt based schemes of various mutual fund (quoted) 477 1,224 477 1,224

Aggregate value of quoted investment 477 1,224

(ii) Trade ReceivablesTrade Receivables# 1,291 742

1,291 742

Breakup of security details:Secured, Considered good 524 500 Unsecured, Considered good 767 242 Credit impaired - -

1,291 742 Less: Impairment Allowance - - Less: Provision for Rebate/Discounts - -

1,291 742

#Trade receivable from related party -

Dalmia DSP Limited

Notes to the Financial Statements for the quarter ended June 30, 2021(Formerly Known As Kalyanpur Cements Limited)

No loans or advances are due by directors or other officer of the company or any of them either severally or jointly with any other person. Further, no loans or advances due by firm or private companies in which any director is a partner, a director or a member.

59

60

(Rs. In Lakhs) As at June

30, 2021 As at March 31, 2021 As

Dalmia DSP Limited

Notes to the Financial Statements for the quarter ended June 30, 2021(Formerly Known As Kalyanpur Cements Limited)

(iii) Cash and cash equivalentsBalances with banks:

- On current accounts 212 174Cash on hand -Cheques in hand 23 19Fixed Deposit -

236 193(iv) Bank balance other than (iii) above

Deposits with remaining maturity of less than 12 months* 137 137137 137

*Deposit kept with bank against bank gurantee given

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:Balances with banks:– On current accounts 212 174– Deposits with original maturity of less than twelve months -Cash on hand - -Cheques in Hand 23 19

236 193

(v) Loans (Unsecured, unless otherwise stated and considered good)Loan to employees 8 1

8 1(vi) Other financial assetsInterest receivable on deposits 29 27Claims receivable - 13Other receivable 29 7

58 47Break up of financial assets carried at amortised cost :-

Trade receivable 1,291 742Loans 8 1Cash and cash equivalents 236 193Other bank balance 137 137Other Financials Assets 58 47Total financial assets carried at amortised cost 1,730 1,120

Break up of financial assets carried at fair value through profit or loss :-

Investment - Mutual Funds 477 1,224Total financial assets carried at fair value through profit or loss 477 1,224

7 Other current assets(Unsecured, unless otherwise stated and considered good)Advance to Suppliers & others

- Unsecured, considered good 129 248- Doubtful 557 557

Deposit and balance with Government departments and other authorities --GST on hold (6) -

Prepaid Expenses 69 74749 879

Less: Impairment allowance (557) (557)191 322

8 Assets Classified as Held for SalePlant and equipments 19 11

19 11

9 Equity Share capitalAuthorised Share Capital

17,33,00,0000 (March 31, 2020 17,33,00,0000) equity shares of Rs 10/- each

17,330 17,330

44,11,766 0.1% (March 31, 2020: 44,11,766) Cumulative Redeemable Preference Share of Rs 15/- each 662

662

2,00,82,351 (March 31, 2020:2,00,82,351) Preference Share of Rs 10 each 2,008

2,008

20,000 20,000

Issued, subscribed and paid up capitalEquity Share capital 15,000 15,000

15,00,00,000 (March 31, 2019:15,00,00,000) equity shares of Rs.10/- each fully paid-up**

15,000 15,000

Certain plant and equipments and vehicles classified as held for sale during the reporting period was measured at lower of its carrying amount and fair value less cost to sale at the time of reclassification, resulting in recognition of a write down of Rs. 682 lakhs (March 31, 2020 Rs. NIL) as depreciation expenses in the statement of profit and loss. The fair value of plant and equipment was determined using the market comparison approach.

60

61

(Rs. In Lakhs) As at June

30, 2021 As at March 31, 2021 As

Dalmia DSP Limited

Notes to the Financial Statements for the quarter ended June 30, 2021(Formerly Known As Kalyanpur Cements Limited)

** The resolution plan under Insolvency and Bankruptcy Code, 2016 as approved by NCLT vide its order dated January 31,2018, thereconstituted board of directors of the Company in its meeting held on July 10,2018, had approved an allotment of fully paid equityshares on the effective date and with effect from the appointed date having an aggregate face value equal to Subscription amountprovided by resolution applicant. Accordingly, 15,00,00,000 equity shares of Rs. 10/- each fully paid up have been issued to DalmiaCement (Bharat) Limited and its nominees.

61

62

(Rs. In Lakhs) As at June

30, 2021 As at March 31, 2021 As

Dalmia DSP Limited

Notes to the Financial Statements for the quarter ended June 30, 2021(Formerly Known As Kalyanpur Cements Limited)

a. Reconciliation of equity shares outstanding at the beginning and at the end of the reporting year

No of shares Amount No of sharesAmountAt the begining of the year 15,00,00,000 15,000 15,00,00,000Add: Issued during the year - - -

Less: Cancellation of existing share capital as per resolution plan - - -At the end of the year 15,00,00,000 15,000 15,00,00,000

b. Terms/ rights attached to equity shares

c. Details of Shareholders having more than 5% shares & holding company

No. of Shares % holding No. of Shares

%holding

Dalmia Cement (Bharat) Limited(including its nominees) 15,00,00,000 100.00% 15,00,00,000

10 Other equityGeneral reserve:

(i) Opening balance 40 40 (ii) Addition during the year - (iii) Closing balance 40 40

Capital Reserve:(i) Opening balance 29,647 29,647 (ii) Addition during the year - - (iii) Closing balance 29,647 29,647

Retained earnings:(i) Opening balance (41,114) (47,544)(ii) Profit/(Loss) for the Year 603 6,359

(40,511) (41,185)(iii) Less: Appropriations

(a) Provision of stock 45,575 (b) Tax on Dividend - (c) General Reserve -

(iii) Items of Other comprehensive income: 18 70 (iv) Closing balance (40,493) (41,115)

Securities Premium (i) Opening balance 2,049 2,049 (ii) Addition during the Year - (iii) Closing balance 2,049 2,049

Total other equity (8,757) (9,379)Description of nature and purpose of each reserve

As at June 30, 2021

The company has issued only one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equityshares is entitled to one vote per share.

In the event of liquidation, the shareholders of equity shares are eligible to receive the remaining assets of the company afterdistribution of all preferential amounts, is proportion to their shareholding.

- As at June 30, 2021

Particular

(a) Securities premium - The amount received in excess of face value of the equity shares is recognised in Securities Premium. Thereserve is utilised in accordance with the specific provision of the Companies Act, 2013.

During the last five years,the company has not issued any bonus shares nor are there any shares bought back and issued forconsideration other than cash.As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(b) Retained earnings- Retained earnings are the profits that the Company has earned till date, less any transfers to General Reserve,dividends or other distributions paid to shareholders. Retained earnings including re-measurement loss/(gain) on defined benefit plans(net of taxes) that will not be reclassified to Profit and Loss. Retained Earnings is a free reserve available to the Company.

(c) General reserve: The Company has transferred a portion of the net profit of the Company before declaring dividend to generalreserve pursuant to the earlier provision of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Act.

(d) Capital reserve : Created on implementation of resolution plan in pursuant to the order of NCLT dated 31.01.2018

62

63

(Rs. In Lakhs) As at June

30, 2021 As at March 31, 2021 As

Dalmia DSP Limited

Notes to the Financial Statements for the quarter ended June 30, 2021(Formerly Known As Kalyanpur Cements Limited)

11 Financial Liabilities(i). BorrowingsSecuredLoan From others

(A) Redeemable Non-Convertible Debenture# 2,379 2,379 Less: Shown in current maturities of long term borrowings (793) (793)

1,586

(B) Loan - Interest Free Excise Loan## 211 210Less: Shown in current maturities of long term borrowings (70) (70)

140Unsecured

(C) Optionally Convertible debenture### 3,665 3,631

(D) Loan from others* 230 230Less: Shown in current maturities of long term borrowings (230) (230)

5,391 5,357

(ii) Lease liabilitiesLease Liabilities(refer Note no.31) 53 26

53 26(iii) Trade payables

- Due to Micro and Small Enterprises - - Due to other than Micro and Small Enterprises* - -

- -(iv) Other financial liabilities

Capital creditors* 122 122122 122

Financial liabilities carried at amortised costBorrowings 5,391 5,357Lease liabilities 53 26Trade payables - - Capital creditors 122 122

5,566 5,505

12 Provisions-Non CurrentProvision for gratuity( refer note no.30) 1,707 1,704 For mines reclamation liability 102 100

1,809 1,804

* Loan from other is interest free loan and shall be repaid on receipt of incentive package.

*Capital creditors shall be repaid on receipt of incentive package.

# The Non-Convertible Debentures (NCDs) have been secured by creating mortgage on land at Chimur, district Chandrapur, Maharashtrain favour of Debenture Trustees namely IDBI Trusteeship Services Ltd., Mumbai besides mortgage on all other immovable properties. Asper resolution plan approved, the holders of NCD shall be paid an amount of Rs. 7,960 lakhs towards full and final settlement of all duesincluding any default interest or any other charges. 50% of the settlement amount was paid within 30 days from the effective date andbalance shall be paid in five equal annual instalments starting from July 10th, 2019.

## The Interest free Central Excise Loan of Rs.702 Lacs from Govt. of India disbursed through IFCI Ltd. has been secured by creatingmortgage on immovable properties of the Company. As per resolution plan approved by NCLT, an amount equal 50% of total loan shall bepaid within 30 days from the effective date(i.e, July 10th, 2018) and balance 50% amount shall be paid in 5 equal annual instalmentsstarting from July 10,2019.Documents and papers relating to all the immovable properties including land at Banjari are deposited with IFCI Ltd.

### The Company has issued 1% Unsecured Optionally Convertible Debentures, 44,90,070 of Rs 100/- each to Dalmia Cement (Bharat)Limited on a Preferential basis for consideration other than cash. The tenure of OCD is 10 years from the date of issue with an option toDCBL for conversion of OCD into shares after 5 years from the date of issue at the fair market value of equity shares on the date ofconversion or face value, whichever is higher. OCDs can be redeemed any time after 2 years from the date of issue of OCDs.

63

64

(Rs. In Lakhs) As at June

30, 2021 As at March 31, 2021 As

Dalmia DSP Limited

Notes to the Financial Statements for the quarter ended June 30, 2021(Formerly Known As Kalyanpur Cements Limited)

13 Other long term liabilitiesStatutory Dues 7,034 7,034

7,034 7,034

14 Financial Liabilities(i) BorrowingsUnsecured

Inter Company Loans - Related Party* 13,452 12,152Loan from Others# 884 884

14,336 13,036* @ 9% up to 30th June 2020/8.5% w.e.f 01st July 2020 repayable on demand.

As at March 31, 2021, Company had available Rs. 3000 (previous year Rs. 3000) undrawn committed borrowing facilities.

(ii) Lease liabilities- Lease liabilities(refer Note no.31) 36 43

36 43(iii) Trade payables

- Due to Micro and Small Enterprises 15 17- Due to other than Micro and Small Enterprises* 5,255 6,125

5,270 6,142* includes payable to related parties 124 108

(iv). Other financial liabilitiesCurrent Maturity of Long Term borrowings 1,093 1,093Rebate to customers 290 859Interest Accrued but not due on borrowings

> Related parties(refer Note no.34) 257 266> Other 86 86

Interest accrued and due 1,353 1,315Security deposits 2,300 1,467Accrued Employee liabilities 2,742 2,715Payable for purchase of Property, Plant and Equipment 454 519Acceptances for purchase of PPE - 489Other liability 1 0

8,577 8,809

Financial liabilities carried at amortised costBorrowings 14,336 13,036Lease Liability 36 43Trade payables 5,270 6,142Current Maturity of Long Term borrowings 1,093 1,093Rebate to customers 290.34 859Interest accrued 344 352Security deposits 2,300 1,467Accrued Employee liabilities 2,742 2,715Payable for purchase of Property, Plant and Equipment 454 519Acceptances for purchase of PPE - 489Interest accrued and due 1,353 1,315Other liability 1 0

28,218 28,030

15 Other current liabilities

Advance from customers 1,659 1,688Liability towards dealer incentive* 302 389Statutory dues 5,730 6,286Other current liabilities 646 592

8,337 8,955

16 Provisions-CurrentProvision for employee benefits:

Provision for gratuity( refer note no.30) 304 304 Provision for leave encashment( refer note no.30) 134 120

438 424

* Liability towards dealer incentive relates to in-kind discount granted to the customers as part of sales transaction and has been estimated with reference to the relative standalone selling price of the products for which they could be redeemed.

Above statutory dues are payable after two years moratorium period from effective date July 10, 2018 in five equal annual instalments subject to grant of incentive from State Government of Bihar as per Resolution Plan approved by NCLT.

#Rs. 884 (March 31, 2019: Rs. 884) is payable to the unsecured financial creditors towards full and final settlement of their claims as per Resolution Plan approved by NCLT. The amount shall be paid within 30 days from the effective date subject to payment granted by State Government of Bihar to the Company related to incentive package as specified in the approved resolution plan.

64

65

Dalmia DSP Limited(Formerly Known As Kalyanpur Cements Limited)

For the qtr ended June 30,2021 For the year ended March 31,2021

17 Revenue from operationsRevenue from contracts with customersSale of finished goods 8,066 33,330Other operating revenueOther operating revenue 73 329

8,139 33,659

Note :a. Revenue from contracts with customers disaggregated based on nature of products or services

Sale of finished goods 8,066 33,330Total revenue from contracts with customers 8,066 33,330

Reconciliation of revenue as per contract price and as recognised in statement of profit and loss:

Revenue as per contract price 8,625 38,003 Less: Discounts and incentives (559) (4,673) Revenue from contracts with customers 8,066 33,330

Set out below is the revenue from contracts with customers and reconciliation to statement of profit and loss

b. Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

Contract assets:Trade receivables 1,291 742Contract liabilities:Advance from customers 1,659 1,688

18 Other incomeInterest income 3 11Unwinding of interest income on financial instruments 1 -Profit on redemption of investments 4 23Fair value gain on current investments 1 2Fair valuation gain on financial liabilities - -Excess provision written back 3 3Impairment allowance written back - -Miscellaneous receipts 6 2

18 41

19 Cost of raw materials consumedOpening Stock 253 643Add: Purchases (refer note 50) 1,208 7,546

1,461 8,189Less: Closing stock 343 254

1,118 7,935

20 Change in inventories of finished goods and work-in-progress

Finished Goods-Closing stock 190 146 -Opening stock 146 144 - Add: Addition after trial run - -

(44) (2)Work-in-process - -Closing stock 1,984 1,352 -Opening stock 1,352 724 - Add: Addition after trial run - -

(632) (628)

(676) (630)Less : Transfer to capital work in progress

(676) (630)

Notes to the Financial Statements for the quarter ended June 30, 2021

65

66

Dalmia DSP Limited(Formerly Known As Kalyanpur Cements Limited)

For the qtr ended June 30,2021 For the year ended March 31,2021

Notes to the Financial Statements for the quarter ended June 30, 2021

21 Employee benefits expensesSalaries, wages & bonus 664 1,800Gratuity 21 68Contribution To provident & other funds 52 163Workmen and staff welfare expenses 31 98

768 2,12922 Finance costs

Interest - On term loan and debentures 11 329- On Short term borrowings 271 426- On lease liability 2 11

- On defined benefit obligation 38 375- On unwinding of interest (Mines restoration) 2 7- On others 92 564

416 1,712Less: Interest capitalized - (242)

416 1,470

23 Other expensesPacking charges 378 1,438Store & spares consumed 130 699Repair & maintenance (plant and machinery) 93 330Repairs to buildings 26 93Repair & maintenance (others) 8 122Rates & Taxes 16 55Insurance 16 49Travelling expenses 7 32Foreign currency fluctuation (net) - (4)Legal & professional expense 12 49Rent expenses 3 3Management service charges 88 29Fair valuation loss on OCDs 34 486Advertisement and sales promotion - 0Branch/depot expenses 4 47Directors' sitting fees 0 0Provision for doubtful advance - -

Bad debts / advances written off - 1 Impairment allowance (net) - 67 Corporate social responsibility expenses 5 23Loss on disposal of property, plant and equipment (Net) - 19Miscellaneous expenses 232 1,071

1,052 4,609

24 Basic earning per share (in Rs.)Net profit/(loss) after tax for caculation of basic and diluted EPS 603 6,359

Weighted average number of equity shares 15,00,00,000 15,00,00,000

Basic & Diluted earning per share (in Rs.) 0.40 4.24

66

67

Dalmia Cement (Bharat) Limited 11th & 12th Floor, Hansalaya Building, 15 Barakhamba Road, New Delhi - 110 001, Delhi, India

T +91 11 2346 5100 Toll Free 1800 2020 W www.dalmiacement.com CIN: U65191TN1996PLC035963 Registered Office: Dalmiapuram, District Tiruchirappalli - 621 651, Tamil Nadu, India

A Dalmia Bharat Group company, www.dalmiabharat.com

DALMIA CEMENT (BHARAT) LIMITED REPORT ADOPTED BY THE BOARD OF DIRECTORS OF DALMIA CEMENT (BHARAT) LIMITED AT ITS MEETING HELD ON MARCH 23, 2021 EXPLAINING EFFECT OF THE SCHEME OF AMALGAMATION OF DALMIA DSP LIMITED WITH DALMIA CEMENT (BHARAT) LIMITED ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON PROMOTER SHAREHOLDERS PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013.

1. Background

1.1. The Board of Directors (“Board”) of Dalmia Cement (Bharat) Limited (“DCBL” or “the Company”) at its meeting held on March 23, 2021 have considered and approved the proposed Scheme of Amalgamation of Dalmia DSP Limited (“Dalmia DSP”) with the Company (“the Scheme”). The Appointed Date under the Scheme is closing business hours of 31st March, 2020 (“Appointed Date”).

1.2. Dalmia DSP is a wholly owned subsidiary of the Company. Therefore, no consideration is proposed to be discharged pursuant to the Scheme.

1.3. In terms of Section 232(2)(c) of Companies Act, 2013 (‘Act”), a report from the Board of the Company explaining the effect of the Scheme on each class of shareholders, key managerial personnel (“KMPs”), promoters and non-promoter shareholders of the Company laying out in particular the share exchange ratio and specifying any special valuation difficulties, if any and the same is required to be circulated as part of the notice of the meeting(s) to be held for the purpose of approving the Scheme.

1.4. This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2)(c) of the Act.

1.5. While deliberating on the Scheme, the Board had, inter-alia, considered and took on record following necessary documents (‘Documents’):

67

68

Dalmia Cement (Bharat) Limited 11th & 12th Floor, Hansalaya Building, 15 Barakhamba Road, New Delhi - 110 001, Delhi, India

T +91 11 2346 5100 Toll Free 1800 2020 W www.dalmiacement.com CIN: U65191TN1996PLC035963 Registered Office: Dalmiapuram, District Tiruchirappalli - 621 651, Tamil Nadu, India

A Dalmia Bharat Group company, www.dalmiabharat.com

a) Draft Scheme;b) Certificate on Accounting Treatment dated March 23, 2021 from Chaturvedi &

Shah LLP and NSBP & Co, Statutory Auditors of the Company, confirming thatthe accounting treatment contained in the Scheme is in compliance with all theapplicable Accounting Standards specified by the Central Government undersection 133 of the Act read with the rules framed thereunder, as applicable,and other generally accepted accounting principles, in terms of Section 230(7)of the Act (“Auditor’s Certificate”);

2. Rationale of the Scheme:

The Scheme is expected to enable better realisation of potential of the businessesand yield beneficial results and enhanced value creation for the Companies whichare parties to this Scheme and their stakeholders. The Scheme is proposed with aview to achieve the following benefits:

2.1. the consolidation of business would lead to synergies in operational process andlogistics alignment, creating better synergy, better utilisation of human resourcesand further development and growth of business via a single entity, DCBL;

2.2. the single entity i.e. DCBL would have increased capability for offering productsand services by virtue of its enhanced resource base and deeper clientrelationship, resulting in better business potential and prospects for the mergedentity;

2.3. the proposed Scheme would help DCBL in sharpening its competitiveness anddevelopment of long term internal and core competencies through cost savingsand benefit of economies of scale unlocked to DCBL;

2.4. the proposed Scheme will augment the manufacturing footprint and capabilitiesof DCBL, by increasing the scale of manufacturing operations, thereby helping inrationalising the number of vendors, aggregating the purchases and managing thesupply chain more effectively and efficiently;

2.5. the proposed Scheme would result in simplification of group structure undercommon management by consolidating the business of wholly owned subsidiaryof DCBL into a single entity, i.e. DCBL, which would lead to elimination of

68

69

Dalmia Cement (Bharat) Limited 11th & 12th Floor, Hansalaya Building, 15 Barakhamba Road, New Delhi - 110 001, Delhi, India

T +91 11 2346 5100 Toll Free 1800 2020 W www.dalmiacement.com CIN: U65191TN1996PLC035963 Registered Office: Dalmiapuram, District Tiruchirappalli - 621 651, Tamil Nadu, India

A Dalmia Bharat Group company, www.dalmiabharat.com

duplicative communication and coordination efforts across multiple entities;

2.6. the consolidation of business would lead to better, efficient and economical cost management, cost savings, pooling of resources, optimum utilisation of resources, rationalisation of administrative expenses/services;

2.7. thus, this Scheme, as envisaged, is in the interest of the shareholders, creditors, employees, and other stakeholders of each of the Companies by pursuing a focused business approach under DCBL, thereby resulting in overall maximization of value creation of all the stakeholders involved.

3. Effect of Scheme on each class of Shareholders, Key Managerial Personnel,Promoters and Non-Promoter Shareholders:

Dalmia DSP is a wholly owned subsidiary of the Company. Hence, no shares shallbe issued pursuant to the Scheme becoming effective. Thus, there will be noadverse effect of the aforesaid amalgamation pursuant to the Scheme on theshareholders, key managerial personnel, promoters and non-promotershareholders of the Company.

4. Adoption of the Report by the Directors:

The directors of the Company have adopted this report after noting andconsidering the information set forth in the report. The Board is entitled to makerelevant modifications to this report, if required and such modification oramendments shall be deemed to form part of this report.

By Order of the Board For Dalmia Cement (Bharat) Limited

Company Secretary Membership no.: 23818

69

70

1

newthink! cement! sugar! refractories! power!

DALMIA DSP LIMITED (Formerly Kalyanpur Cements Limited)

11th & 12th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi – 110001 t 91 11 23465100 f 91 11 23313303, CIN: U26942WB1937PLC009086

Registered Office: 16th floor, Merlin Acropolis, Rajdanga main road Premises No. 1858/1, Kasba Kolkata WB – 700107 A Dalmia Bharat Group Company, www.dalmiabharat.com

DALMIA DSP LIMITED

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF DALMIA DSP LIMITED AT ITS MEETING HELD ON 23RD MARCH, 2021 EXPLAINING EFFECT OF THE SCHEME OF AMALGAMATION OF DALMIA DSP LIMITED WITH DALMIA CEMENT (BHARAT) LIMITED ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013.

1. Background

1.1. The Board of Directors (“Board”) of Dalmia DSP Limited (“Dalmia DSP” or “the Company”) at its meeting held on 23rd March, 2021 have considered and approved the proposed Scheme of Amalgamation of the Company with Dalmia Cement (Bharat) Limited (“DCBL”) (“the Scheme”). The Appointed Date under the Scheme is closing business hours of 31st March, 2020 (“Appointed Date”).

1.2. The Company is a wholly owned subsidiary of DCBL. Therefore, no consideration is proposed to be discharged pursuant to the Scheme.

1.3. In terms of Section 232(2)(c) of Companies Act, 2013, a report from the Board of the Company explaining the effect of the Scheme on each class of shareholders, key managerial personnel (“KMPs”), promoters and non-promoter shareholders of the Company laying out in particular the share exchange ratio and specifying any special valuation difficulties, if any and the same is required to be circulated as part of the notice of the meeting(s) to be held for the purpose of approving the Scheme.

1.4. This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2)(c) of the Act.

1.5. While deliberating on the Scheme, the Board had, inter-alia, considered and took on record the Draft Scheme.

70

71

2

newthink! cement! sugar! refractories! power!

DALMIA DSP LIMITED (Formerly Kalyanpur Cements Limited)

11th & 12th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi – 110001 t 91 11 23465100 f 91 11 23313303, CIN: U26942WB1937PLC009086

Registered Office: 16th floor, Merlin Acropolis, Rajdanga main road Premises No. 1858/1, Kasba Kolkata WB – 700107 A Dalmia Bharat Group Company, www.dalmiabharat.com

2. Rationale of the Scheme:

The Scheme is expected to enable better realisation of potential of thebusinesses and yield beneficial results and enhanced value creation for theCompanies which are parties to this Scheme and their stakeholders. The Schemeis proposed with a view to achieve the following benefits:

2.1. the consolidation of business would lead to synergies in operational process and logistics alignment, creating better synergy, better utilisation of human resources and further development and growth of business via a single entity, DCBL;

2.2. the single entity i.e. DCBL would have increased capability for offering products and services by virtue of its enhanced resource base and deeper client relationship, resulting in better business potential and prospects for the merged entity;

2.3. the proposed Scheme would help DCBL in sharpening its competitiveness and development of long term internal and core competencies through cost savings and benefit of economies of scale unlocked to DCBL;

2.4. the proposed Scheme will augment the manufacturing footprint and capabilities of DCBL, by increasing the scale of manufacturing operations, thereby helping in rationalising the number of vendors, aggregating the purchases and managing the supply chain more effectively and efficiently;

2.5. the proposed Scheme would result in simplification of group structure under common management by consolidating the business of wholly owned subsidiary of DCBL into a single entity, i.e. DCBL, which would lead to elimination of duplicative communication and coordination efforts across multiple entities;

2.6. the consolidation of business would lead to better, efficient and economical cost management, cost savings, pooling of resources, optimum utilisation of resources, rationalisation of administrative expenses/services;

71

72

3

newthink! cement! sugar! refractories! power!

DALMIA DSP LIMITED (Formerly Kalyanpur Cements Limited)

11th & 12th Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi – 110001 t 91 11 23465100 f 91 11 23313303, CIN: U26942WB1937PLC009086

Registered Office: 16th floor, Merlin Acropolis, Rajdanga main road Premises No. 1858/1, Kasba Kolkata WB – 700107 A Dalmia Bharat Group Company, www.dalmiabharat.com

2.7. thus, this Scheme, as envisaged, is in the interest of the shareholders, creditors, employees, and other stakeholders of each of the Companies by pursuing a focused business approach under DCBL, thereby resulting in overall maximization of value creation of all the stakeholders involved.

3. Effect of Scheme on each class of Shareholders, Key Managerial Personnel,Promoters and Non-Promoter Shareholders:

The Company is a wholly owned subsidiary of DCBL. Hence, no shares shall beissued pursuant to the Scheme becoming effective. Thus, there will be noadverse effect of the aforesaid amalgamation pursuant to the Scheme on theshareholders, key managerial personnel, promoters and non-promotershareholders of the Company.

4. Adoption of the Report by the Directors:

The directors of the Company have adopted this report after noting andconsidering the information set forth in the report. The Board is entitled tomake relevant modifications to this report, if required and such modification oramendments shall be deemed to form part of this report.

By Order of the Board For Dalmia DSP Limited

Director DIN 07148351 March 23, 2021

72

73

Before the National Company Law Tribunal

Bench at Chennai

COMPANY APPLICATION/CAA/41(CHE) /2021

In the matter of Companies Act, 2013

And

In the matter of Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited

And

In the matter of Section 230 read with Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

Dalmia Cement (Bharat) Limited … the Applicant Company

FORM NO. MGT-11

PROXY FORM for meeting of Unsecured Creditors

(Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014

Name of the Unsecured Creditor (s): Registered address: E-mail ID:

I /We, being the Unsecured Creditor(s) of Dalmia Cement (Bharat) Limited, hereby appoint: 1. Name:

Address:Email Id:Signature:

Or failing him/her

2. Name:Address:Email Id:Signature:

Or failing him/her

3. Name:Address:Email Id:Signature:

as my / our proxy and whose signature(s) are appended below to attend and vote (on Poll) for me/ us and on my/ our behalf at the meeting of the Unsecured Creditors of Dalmia Cement (Bharat) Limited to be held on Tuesday, the 9th day of November, 2021 at Dalmia Colony, Dalmiapuram, Lalgudi, District Tiruchirappalli, Tamil Nadu – 621651 at 12:30 p.m. and at any adjournment or adjournments thereof in respect of such resolution and in such manner as are indicated below:

Resolution No. I/ We assent to the resolution (For)

I/ We dissent to the resolution (Against)

73

74

Signed this ….......…… day of ………………. 2021

(Signature of Unsecured Creditor(s)

Signature of Proxy………………......

NOTES:

1. The notice and the attached explanatory statement is not an acknowledgement of any dues payable to anyone anddoes not bestow any right upon any Unsecured Creditor to make a claim upon the Applicant Company.

2. This form of proxy in order to be effective should be duly filled, stamped, signed and deposited at the registered Officeof DCBL at Dalmiapuram, Dist. Tiruchirappalli, Tamil Nadu-621651 not less than 48 hours before the commencementof the meeting.

3. Please affix revenue stamp before putting signature.

4. Alterations, if any, made in the Form of Proxy should be initialed.

5. In case of multiple proxies, the proxy later in time shall be accepted.

6. Proxy need not be an Unsecured Creditor of DCBL.

7. Proxy should carry a valid proof of identity like PAN Card, Aadhar Card, Driving License, Passport, etc.

8. Proxy given by an Unsecured Creditor which is a body corporate would be required to deposit certified true copy of

the Board/Custodial Resolution/Power of Attorney , as the case may be, authorizing the individuals named therein,

to attend and vote at the meeting on its behalf. These documents must be deposited at the Registered office of

Company at Dalmiapuram, Tiruchirappalli, Tamil Nadu- 621651 at least 48 hours before the time of holding the

meeting.

9. Appointing a proxy does not prevent the Unsecured Creditor from attending the meeting in person if he/she sowishes.

1 Approval of Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited

Affix Re. 1 Revenue

Stamp

74

75

Before the National Company Law Tribunal

Bench at Chennai

COMPANY APPLICATION/CAA/41(CHE) /2021

In the matter of Companies Act, 2013

And

In the matter of Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited

And

In the matter of Section 230 read with Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

Dalmia Cement (Bharat) Limited … the Applicant Company

FORM NO. MGT-11

PROXY FORM for meeting of Secured Creditors

(Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014

Name of the Secured Creditor (s): Registered address: E-mail ID:

I /We, being the Secured Creditor(s) of Dalmia Cement (Bharat) Limited, hereby appoint: 4. Name:

Address:Email Id:Signature:

Or failing him/her

5. Name:Address:Email Id:Signature:

Or failing him/her

6. Name:Address:Email Id:Signature:

as my / our proxy and whose signature(s) are appended below to attend and vote (on Poll) for me/ us and on my/ our behalf at the meeting of the Secured Creditors of Dalmia Cement (Bharat) Limited to be held on Tuesday, the 9th day of November, 2021 at Dalmia Colony, Dalmiapuram, Lalgudi, District Tiruchirappalli, Tamil Nadu – 621651 at 11:00 a.m. and at any adjournment or adjournments thereof in respect of such resolution and in such manner as are indicated below:

Resolution No. I/ We assent to the resolution (For)

I/ We dissent to the resolution (Against)

75

76

Signed this ….......…… day of ………………. 2021

(Signature of Secured Creditor(s)

Signature of Proxy………………......

NOTES:

1. The notice and the attached explanatory statement is not an acknowledgement of any dues payable to anyone anddoes not bestow any right upon any Secured Creditor to make a claim upon the Applicant Company.

2. This form of proxy in order to be effective should be duly filled, stamped, signed and deposited at the registered Officeof DCBL at Dalmiapuram, Dist. Tiruchirappalli, Tamil Nadu-621651 not less than 48 hours before the commencementof the meeting.

3. Please affix revenue stamp before putting signature.

4. Alterations, if any, made in the Form of Proxy should be initialed.

5. In case of multiple proxies, the proxy later in time shall be accepted.

6. Proxy need not be a Secured Creditor of DCBL.

7. Proxy should carry a valid proof of identity like PAN Card, Aadhar Card, Driving License, Passport, etc.

8. Proxy given by a Secured Creditor which is a body corporate would be required to deposit certified true copy of the

Board/Custodial Resolution/Power of Attorney , as the case may be, authorizing the individuals named therein, to

attend and vote at the meeting on its behalf. These documents must be deposited at the Registered office of Company

at Dalmiapuram, Tiruchirappalli, Tamil Nadu- 621651 at least 48 hours before the time of holding the meeting.

9. Appointing a proxy does not prevent the Secured Creditor from attending the meeting in person if he/she so wishes.

1 Approval of Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited

Affix Re. 1 Revenue

Stamp

76

77

DALMIA CEMENT (BHARAT) LIMITED

Regd. Office: Dalmiapuram, District Tiruchirapalli Tamil Nadu-621651

(CIN: U65191TN1996PLC035963)

Tel No.-04329-235127, Fax-04329-235111 Website: www.dalmiacement.com

NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF DALMIA CEMENT (BHARAT) LIMITED

ATTENDANCE SLIP

NOTE: Unsecured Creditors attending the meeting in Person or by Proxy or through Authorised Representative are requested to complete and bring the Attendance Slip with them and hand it over at the entrance of the meeting hall on Tuesday, the 9th day of November, 2021 at Dalmia Colony, Dalmiapuram, Lalgudi, District Tiruchirappalli, Tamil Nadu – 621651 at 12:30 p.m.

Name of the Unsecured Creditor

Address

I/ We certify that I/We am/are the Unsecured Creditor /proxy for the Unsecured Creditor of the Company.

I hereby record my presence at the meeting of the Unsecured Creditors of Dalmia Cement (Bharat) Limited, convened pursuant to the Order dated 22nd September, 2021 passed by the Chennai Bench of NCLT, at Dalmia Colony, Dalmiapuram, Lalgudi, District Tiruchirappalli, Tamil Nadu – 621651 on Tuesday, the 9th day of November, 2021.

Name and Address of

the Unsecured Creditor /proxy/authorized representative

(in block letters) : _____________________________________________________

_____________________________________________________

____________________________________________________

Signature of the Unsecured Creditor /proxy/authorized representative _____________________________

Note:

(1) Unsecured Creditors attending the meeting in person or by proxy or through authorised representative arerequested to complete and bring the attendance slip with them and hand it over at the entrance of the meetinghall.

(2) Unsecured Creditor/proxy holder/authorised representative who desire to attend the meeting should bring his/ hercopy of the Notice for reference at the meeting.

(3) The authorized representative of a body corporate which is an Unsecured Creditor of the Applicant Company mustbring a certified true copy of Board Resolution /Custodial Resolution/Power of Attorney in original, as the case maybe, authorizing the individuals named therein, to attend and vote at the meeting on its behalf.

77

78

THE PAGE IS LEFT IN

TENTIONALLY BLANK

79

DALMIA CEMENT (BHARAT) LIMITED

Regd. Office: Dalmiapuram, District Tiruchirapalli Tamil Nadu-621651

(CIN: U65191TN1996PLC035963)

Tel No.-04329-235127, Fax-04329-235111 Website: www.dalmiacement.com

NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE SECURED CREDITORS OF DALMIA CEMENT (BHARAT) LIMITED

ATTENDANCE SLIP

NOTE: Secured Creditors attending the meeting in Person or by Proxy or through Authorised Representative are requested to complete and bring the Attendance Slip with them and hand it over at the entrance of the meeting hall on Tuesday, the 9th day of November, 2021 at Dalmia Colony, Dalmiapuram, Lalgudi, District Tiruchirappalli, Tamil Nadu – 621651 at 11:00 a.m.

Name of the Secured Creditor

Address

I/ We certify that I/We am/are the Secured Creditor /proxy for the Secured Creditor of the Company.

I hereby record my presence at the meeting of the Secured Creditors of Dalmia Cement (Bharat) Limited, convened pursuant to the Order dated 22nd September, 2021 passed by the Chennai Bench of NCLT, at Dalmia Colony, Dalmiapuram, Lalgudi, District Tiruchirappalli, Tamil Nadu – 621651 on Tuesday, the 9th day of November, 2021.

Name and Address of

the secured Creditor /proxy/authorized representative

(in block letters) : _____________________________________________________

_____________________________________________________

____________________________________________________

Signature of the secured Creditor /proxy/authorized representative _____________________________

Note:

(1) Secured Creditors attending the meeting in person or by proxy or through authorised representative are requestedto complete and bring the attendance slip with them and hand it over at the entrance of the meeting hall.

(2) Secured Creditor/proxy holder/authorised representative who desire to attend the meeting should bring his/ hercopy of the Notice for reference at the meeting.

(3) The authorized representative of a body corporate which is a Secured Creditor of the Applicant Company must bringa certified true copy of Board Resolution /Custodial Resolution/Power of Attorney in original, as the case may be,authorizing the individuals named therein, to attend and vote at the meeting on its behalf.

78

80

79