Mr. G. D. Birla and Mr. Aditya Birla, our founding fathers. We live by their values. Integrity, Commitment, Passion, Seamlessness and Speed

U l t r a Te c h C e m e n t L i m i t e d

Board of DirectorsKumar Mangalam Birla Chairman Mrs. Rajashree Birla R. C. Bhargava G. M. Dave N. J. Jhaveri S. B. Mathur V. T. Moorthy S. Rajgopal D. D. Rathi

ExecutivesR. K. Shah Group Executive President & CMO (Mfg. & Projects) Chief Marketing Officer Chief People Officer

S. N. Jajoo C. B. Tiwari

Unit HeadsK. Y. P Kulkarni . S. Kumar A. K. Pillai Birendra Singh Kovaya & Jafrabad (Gujarat) Hirmi (Chhattisgarh) Tadipatri (Andhra Pradesh) Awarpur (Maharashtra)

Corporate Finance DivisionO. P Puranmalka . Whole-time Director J. Bajaj M. B. Agarwal Executive President (Finance) Joint President (F&C)

Chief Financial OfficerK. C. Birla

AuditorsDeloitte Haskins & Sells, Chartered Accountants, Mumbai G. P Kapadia & Co., Chartered Accountants, Mumbai .

Company SecretaryS. K. Chatterjee

SolicitorsAmarchand & Mangaldas & Suresh A. Shroff & Co., Advocates & Solicitors, Mumbai

Contents

The Chairmans Letter to Shareholders ................. Notice ................................................................ Financial Highlights ............................................ Management Discussion and Analysis .................. Report on Corporate Governance ....................... Shareholder Information ...................................... Sustainability Report / Inclusive Growth ................ Environment Report ............................................. Directors Report to the Shareholders ................... Auditors Report .................................................. Balance Sheet .................................................... Profit and Loss Account ....................................... Cash Flow Statement .......................................... Schedules ...........................................................

3 7 17 19 26 38 48 52 54 66 72 73 74 75

Statement Relating to Subsidiary Companies ........ 104 Consolidated Financial Statements ....................... 105 Subsidiary Companies Reports and Accounts........ 126

REGISTERED OFFICE: B Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (East), Mumbai 400 093 Tel. : (022) 6691 7800 Fax : (022) 6692 8109. Website : www.ultratechcement.com/www.adityabirla.com REGISTRAR & TRANSFER AGENT: Sharepro Services (India) Private Limited, 13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off. Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai 400 072 Tel. : (022) 6772 0300 / 6772 0400 Fax : (022) 2859 1568 / 2850 8927

The Chairmans letter to Shareholders

Dear Shareholder, The global economy is gradually emerging from the throes of the meltdown of 2008. While growth rates have picked up, it will still be a while to get back to the pre-crisis path. However, the fundamentals of the global economy appear to be reasonably good. The IMF has forecasted a growth of 2.3% for the advanced countries and 6.3% for the emerging economies for 2010. Of all the countries, Chinas growth has been most impressive. Its economy has recorded a double-digit growth for several quarters. And it continues to surge. India also is on a strong growth trajectory. Our economy is slated to grow in excess of 8%. Consumer spending is gaining momentum. Private investment is picking up steam. Globally and in India, the trend is encouraging. These impact your Company s growth and performance. For the Financial Year 2009-10, your Companys performance has been robust. Net Revenue at US$ 1.57 billion (Rs. 7,050 crores), is up by 10% over that of the preceding year. Net Profit at US$ 243 million (Rs. 1,093 crores) registered a growth of 12%. A number of strategic initiatives have been taken by your Management in the interest of its multiple stakeholders. As these have been detailed in the Directors Report to the Shareholders, I will give you a helicopter view.3

Consolidation and Amalgamation To morph your Company into a monolithic large cement player, the business needed to be consolidated. The process is on track. In the first phase, Grasims cement business has been demerged into a separate entity viz. Samruddhi. In the second phase, Samruddhi will be merged into your Company. We expect the merger to be Our growth plans in completed by July, 2010. This will catapult your Company to the No. 1 cement company in India with Cement are aggressive. an aggregate capacity of 49 million tons an achievement that is truly laudable. As always, your The sector offers enormous Company will continue to leverage upon the rich parentage of Grasim, its holding entity. potential for us. .......

Given the Governments unrelenting thrust on infrastructure and the booming housing sector, the cement business can only go forward

On a High Growth Terrain Our growth plans in Cement are aggressive. The sector offers enormous potential for us. The Governments accelerated spending on infrastructure and the overall appetite for housing will continue to spike cement demand. It might interest you to learn that the Planning Commission, in the mid-term appraisal of the 11th Plan, has envisaged an expenditure of over Rs. 20 trillion on infrastructure. This will be spent during the 11th Plan period.

As the market leader, your Company will be in the forefront. We plan to add 25 million tons of capacity by 2015 at a capex of US$ 3 billion. Our blueprint for implementing various projects is ready. Besides a leadership position in India, we aspire to have a formidable presence in the Indian Ocean rim. As a step in this direction, your Company is acquiring ETA Star Cement Company, Dubai, together with its operations in the UAE, Bahrain and Bangladesh. The acquisition is expected to be completed shortly. It will, I believe, be a springboard for cement business in the Middle East. It is also in line with our long-term strategy of expanding our global presence. Outlook Having said that, significant capacity additions during the current year and the ensuing year may lead to a surplus scenario over the next 18-24 months. In return, this may impact cement prices to4

Our leadership across several levels is fleet of foot, flexible enough to adapt to the ever changing environment, and ambitious enough to dream audaciouslyThe Aditya Birla Group in perspective

an extent. I believe, this is a short-lived phenomenon. Given the Government s unrelenting thrust on infrastructure and the booming housing sector, the cement business can only go forward. The outlook for your Company is positive. To our teams I very warmly want to thank all of our colleagues in UltraTech for their immense contribution to your Companys praiseworthy performance. I look forward to their continued commitment to your Companys reaching greater heights and enhancing shareholder value.

Today, we are a multicultural, multinational, multidimensional Group anchored by over 1,30,000 employees, belonging to 30 nationalities, across 6 continents. Our Group turnover is a little over US$ 29 billion. Our leadership across several levels is fleet of foot, flexible enough to adapt to the ever changing environment, and ambitious enough to dream audaciously. Our goal is to become a US$ 65 billion Group by 2015 from US$ 30 billion today. We expect your Company to contribute significantly to this growth and earnings. To attain this bold and ambitious vision, we have launched a series of people centered strategies. I believe, the best of goals can only fruition if we have the best of people and harness people potential, irrespective of positions. As the Group continues to expand globally, exploring and seizing opportunities, we have accelerated the pace of offerings to our intellectual capital. Our endeavour is to provide them with unparalleled opportunities, dynamic challenges, a rewarding professional career and a sense of fulfillment on the personal front. This is a priority area. To take this forward, we launched our employee value proposition. Simply put, it is a world of opportunities. It entails the reinforcement of a four pronged approach. Firstly, offering exciting career prospects that give employees a leeway to chart their own growth trajectory. Secondly, intensifying learning processes that hone existing skills. Transcending it, we have taken the learning to a higher stage where talented employees are able to convert knowledge into action through exposure to the best global minds. For example, this year at Gyanodaya, our benchmarkable Institute of Management Learning, more than 500 colleagues at senior levels participated in5

I am delighted to share with you that in a comprehensive global study of organizational leadership across the world, our Group, was adjudged The 6th great place for leaders in the Asia Pacific Region

specially designed, intellectually stimulating, innovative focused programmes. These related to globalization, leadership, innovation and getting far beyond the mind of the customer. These were conducted in collaboration with the best in class faculty from International Business Schools and consulting organizations. Among these feature, The Ross School of Business, The Duke University, UCLA (all from USA), ISB (Hyderabad), The Hay Group and Mercer Consulting. It might interest you to learn that this year as well over a 1,000 executives enlisted for different learning sessions. Gyanodayas virtual campuses reached out to more than 13,500 learners through its e-learning courses and webinars.

Thirdly, as part of our concerted efforts towards a sharp organizational focus and alignment in the talent management processes, across the businesses, we put in place critical differentiators. Besides linking rewards to performance, special performance incentives, international assignments, and Group-wide recognition programmes have been set in motion. Fourthly, promoting enriched living by encouraging talent to look beyond just professional enhancement and to work toward building a wholesome, balanced life. I believe, our Employee Value Proposition also helps to create an enabling environment that sets people up for success, enthuses in them the drive to excel, achieve and push back the frontiers of excellence. Finally, I am delighted to share with you that in a comprehensive global study of organizational leadership across the world, conducted by The Hewitt Associates, in partnership with The RBL Group and Fortune Magazine (2009) on Top Companies for Leaders to engage in, our Group, was adjudged The 6th great place for leaders in the Asia Pacific Region. That of 177 companies who participated in this study, we should have been chosen is indeed a great achievement. Their critical assessment criteria included strength and depth of leadership practices, culture, examples of developing world class leaders, business performance and company reputation. On all counts, we are on course. Yours sincerely,

Kumar Mangalam Birla6

Notice

NOTICE is hereby given that the Tenth Annual General Meeting of UltraTech Cement Limited will be held at Ravindra Natya Mandir, P L. Deshpande Maharashtra Kala Academy, . Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai 400 025 on Thursday, 29th July, 2010 at 3:30 p.m. to transact, with or without modification(s), as may be permissible, the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2010 and the Profit & Loss Account for the year ended 31st March, 2010 and the Report of the Directors and Auditors thereon. 2. To declare dividend on equity shares for the year ended 31st March, 2010. 3. To appoint a Director in place of Mr. N. J. Jhaveri, who retires by rotation and, being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Mrs. Rajashree Birla, who retires by rotation and, being eligible, offers herself for re-appointment. 5. To appoint a Director in place of Mr. V. T. Moorthy, who retires by rotation and, being eligible, offers himself for re-appointment. 6. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai (Registration No: 117366W) and M/s. G. P . Kapadia & Co., Chartered Accountants, Mumbai (Registration No: 104768W) be and are hereby re-appointed Joint Statutory Auditors of the Company, to hold office from the conclusion of the Tenth Annual General

Meeting until the conclusion of the next Annual General Meeting at such remuneration to each of them, plus service tax as applicable and reimbursement of out-of-pocket expenses in connection with the audit as the Board of Directors may fix in this behalf. SPECIAL BUSINESS: 7. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) M/s. Haribhakti & Co., Chartered Accountants, Mumbai, be and are hereby re-appointed Branch Auditors of the Company, to audit the Accounts in respect of the Companys Units at Jafrabad and Magdalla in Gujarat and Ratnagiri in Maharashtra, to hold office from the conclusion of the Tenth Annual General Meeting until the conclusion of the next Annual General Meeting of the Company at such remuneration, plus service tax as applicable and reimbursement of out-of-pocket expenses in connection with the audit as the Board of Directors may fix in this behalf. RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Branch Auditors of any other Branch / Unit / Division of the Company, which may be opened / acquired / installed hereafter, in India or abroad, in consultation with the Companys Statutory Auditors, any person(s) qualified to act as Branch Auditor within the provisions of Section 228 of the Act and to fix their remuneration. 8. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310, Schedule7

XIII and all other applicable provisions, if any, of the Companies Act, 1956, (the Act) including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and all other applicable guidelines relating to managerial remuneration issued by the Central Government from time to time or any other law and subject to such approvals as may be necessary and as are agreed to by the Board of Directors (hereinafter referred to as the Board, which term shall be deemed to include any Committee thereof and any person, authorised by the Board in this behalf), consent of the Members be and is hereby accorded to the re-appointment of Mr. S. Misra as Managing Director of the Company from 16 th October, 2009 to 31st March, 2010, the terms and conditions thereof and the revision in remuneration payable to Mr. Misra with effect from 1st July, 2009 as set out below: Remuneration: i. Basic Salary: Rs.14,00,000/- (Rupees fourteen lacs only) per month with such increment(s) as the Board may decide from time to time, subject however to a ceiling of Rs. 15,00,000/- (Rupees fifteen lacs only) per month.

Perquisites: a) Housing: The Company shall provide free furnished accommodation and also pay all rents, rates, taxes, electricity, fuel charges, water charges, telephone bills and all other expenses for the upkeep and maintenance thereof and the expenditure incurred thereon by the Company shall be valued as per the Income Tax Rules. b) Leave Travel Expenses: For self and family (which shall include spouse, dependant children and parents) in accordance with the Rules of the Company. c) Medical Expenses: Reimbursement of medical expenses (including insurance premium for medical and hospitalisation policy, if any) for self and family, which shall include spouse, children and dependant parents, at actuals. d) Club Fees: Fees for two clubs (entrance fee for one club only and reimbursement of monthly fees at actuals for two clubs). e) Leave and encashment of leave: As per the Rules of the Company. f) Personal Accident Insurance: As per the Rules of the Company.

ii. Special Allowance: Rs. 17,42,000/(Rupees seventeen lacs forty two thousand only) per month with such increment(s) as the Board may decide from time to time, subject however, to a ceiling of Rs. 18,00,000/- (Rupees eighteen lacs only) per month. iii. Variable Pay: Performance Linked Variable Pay and /or Long Term Incentive Compensation (LTIC) and/or any other compensation as may be decided by the Board from time to time up to the end of his tenure, subject to a maximum of Rs.2,00,00,000/- (Rupees two crores only) per annum on this account.8

g) Contribution to Provident Fund, Superannuation or Annuity Fund: As per the Rules of the Company. h) Gratuity and/or contribution to Gratuity Fund of the Company: As per the Rules of the Company. i) j) Cars: Company maintained two cars, as per the Rules of the Company. Reimbursement of entertainment, travelling and all other expenses incurred for the business of the Company as per the Rules of the Company. Travelling expenses of spouse accompanying the Managing Director on any official overseas or inland trip will be governed as per the Rules of the Company.

k) Other Allowances/benefits/perquisites: Any other allowances, benefits and perquisites as per the Rules applicable to Senior Executives of the Company and/or which may become applicable in the future and/or any other allowance, benefits, perquisites as the Board may from time to time decide. l) Any retiral linked allowances and benefits that the Board may decide and authorise at the time of retirement.

9. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 260 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) Mr. O. P Puranmalka, who . was appointed as an Additional Director by the Board of Directors of the Company and who holds office as such only up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing along with a deposit of Rs. 500/- pursuant to the provisions of Section 257 of the Act from a Member signifying his intention to propose Mr. Puranmalka as a candidate for the office of Director of the Company, be and is hereby appointed as a Director of the Company. 10. To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 (the Act) including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and all other applicable guidelines relating to managerial remuneration issued by the Central Government from time to time or any other law and subject to such other approvals, as may be necessary, and as are agreed to by the Board of Directors (hereinafter referred to as the Board, which term shall be deemed to include any Committee thereof and any person, authorised by the Board in this behalf), consent of the Members be and is hereby accorded to the appointment of Mr. O. P Puranmalka as Whole-time Director . of the Company for the period and upon the following terms and conditions including remuneration with further liberty to the Board9

The aggregate of the remuneration and perquisites as aforesaid in any financial year shall not exceed the limits prescribed from time to time under Sections 198, 309, 310, Schedule XIII and all other applicable provisions of the Act including any statutory modification(s) or re-enactment(s) thereof for the time being in force, or otherwise as may be permissible at law. For the purposes of Gratuity, Provident Fund, Superannuation and other like benefits, if any, the service of Mr. Misra, Managing Director will be considered as continuous service with the Company from the date of his joining the Aditya Birla Group. In respect of options granted to Mr. Misra, the same will be governed as per the provisions of the Companys Employees Stock Option Scheme 2006. RESOLVED FURTHER THAT the Board be and is hereby authorised to revise the remuneration and perquisites payable to Mr. Misra from time to time. RESOLVED FURTHER THAT where in any financial year, the Company has no profits or its profits are inadequate, the foregoing amount of remuneration and perquisites shall be paid to Mr. Misra subject to the applicable provisions of Schedule XIII of the Act. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary to give effect to the above resolution.

from time to time to alter the said terms and conditions of appointment and remuneration of Mr. Puranmalka: A. Period: 5 years with effect from 1st April, 2010 with the liberty to either party to terminate the appointment on three months notice in writing to the other. B. Remuneration: i. Basic Salary: Rs. 9,41,900/- (Rupees nine lacs forty one thousand nine hundred only) per month with such increment(s) as the Board may decide from time to time, subject however to a ceiling of Rs. 14,00,000/- (Rupees fourteen lacs only) per month.

in lieu of Company provided accommodation. ii. Reimbursement of expenses at actuals pertaining to electricity, gas, water, telephone and other reasonable expenses for the upkeep and maintenance in respect of such accommodation. iii. Medical Expenses: Reimbursement of all expenses incurred in India for self and family at actuals (including domiciliary and medical expenses and insurance premium for medical and hospitalisation policy, as applicable). iv. Leave Travel Expenses: For self and family in accordance with the Rules of the Company. v. Club Fees: Fees of one Corporate Club in India (including admission and membership fee). vi. Personal Accident Insurance Premium: For self and family as per the Rules of the Company. vii. (a) Companys contribution towards Provident Fund and Superannuation Fund, on Basic Salary as per the Rules of the Company. (b) Gratuity calculated on Basic Salary as per the Rules of the Company. viii. Car: Company maintained two cars, as per the Rules of the Company. ix. Leave and encashment of leave: As per the Rules of the Company. x. Reimbursement of entertainment, travelling and all other expenses incurred for the business of the Company as per the Rules of the Company. Travelling expenses of spouse accompanying the

ii. Special Allowance: Rs. 7,50,000/(Rupees seven lacs fifty thousand only) per month with such increment(s) as the Board may decide from time to time, subject however, to a ceiling of Rs. 16,00,000/- (Rupees sixteen lacs only) per month. This allowance however will not be taken into account for calculation of retiral benefits such as Provident Fund, Gratuity, Superannuation and Leave Encashment. iii. Variable Pay: Performance Bonus Linked to the achievement of targets as may be decided by the Board subject to a maximum of Rs. 2,25,00,000/- (Rupees two crores twenty five lacs only) per annum. iv. Long-Term Incentive Compensation (LTIC)/ Employee Stock Option as per the Plan applicable to the Senior Executives of the Company. C. Perquisites: i. Housing: Free furnished accommodation or House Rent Allowance @ 50% of Basic Salary

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Whole-time Director on any official overseas or inland trip will be governed as per the Rules of the Company. xi. Other Allowances / benefits / perquisites: Any other allowances, benefits and perquisites as per the Rules applicable to Senior Executives of the Company and/or which may become applicable in the future and/ or any other allowance, benefits, perquisites as the Board may decide from time to time. xii. Any other one time/periodic retirement allowances/benefits as may be decided by the Board at the time of retirement. Subject as aforesaid, the Whole-time Director shall be governed by such other Rules as are applicable to Senior Executives of the Company from time to time. The aggregate of the remuneration and perquisites as aforesaid in any financial year shall not exceed the limits prescribed from time to time under Sections 198, 309, Schedule XIII and all other applicable provisions of the Act including any statutory modification(s) or re-enactment(s) thereof for the time being be in force, or otherwise as may be permissible at law. For the purposes of Gratuity, Provident Fund, Superannuation and other like benefits, if any, the service of Mr. O. P. Puranmalka, Whole-time Director will be considered as continuous service with the Company from the date of his joining the Aditya Birla Group. Mr. Puranmalka shall not be subject to retirement by rotation during his tenure as the Whole-time Director of the Company. So long as Mr. Puranmalka functions as the Whole-time Director, he

shall not be paid any fees for attending the meetings of the Board or any Committee(s) thereof. RESOLVED FURTHER THAT the Board be and is hereby authorised to revise the remuneration and perquisites payable to Mr. Puranmalka from time to time. The next revision in salary will be effective from 1st July, 2010. RESOLVED FURTHER THAT where in any financial year, the Company has no profits or its profits are inadequate, the foregoing amount of remuneration and benefits shall be paid to Mr. Puranmalka subject to the applicable provisions of Schedule XIII of the Act. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary to give effect to the above resolution. 11. To consider and if thought fit, to pass, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 198, 309 and other applicable provisions, if any of the Companies Act, 1956 (the Act), including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, consent of the Members be and is hereby accorded to the payment of, in addition to the sitting fees paid for attending the meetings of the Board of Directors (the Board) or Committee(s) thereof and reimbursement of expenses, in accordance with the relevant provisions of the Articles of Association of the Company, commission to the Non-Executive Directors of the Company, for a period of 5 years commencing from the financial year ended 31st March, 2010 at a rate not exceeding 1% (one percent) per annum of the net profits of the Company calculated in accordance with the relevant provisions of the Act, in11

each year, but subject to such ceiling, if any, per annum as the Board may from time to time fix in this behalf, such commission being divisible amongst the Directors in such proportion and in such manner as may be decided by the Board. By Order of the Board S. K. Chatterjee Company Secretary Place: Mumbai Date: 29th April, 2010 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE TENTH ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTYEIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 (the Act) in respect of item nos. 7 to 11 of the Notice set out above, is annexed hereto. 3. The Register of Members and Share Transfer Books of the Company will remain closed from 23rd June, 2010 to 30th June, 2010 (both days inclusive) for the purpose of payment of dividend, if any, approved by the Members. 4. The dividend, as recommended by the Board, if approved at the Annual General Meeting, will be paid on or after 29th July, 2010 to those Members or their mandates whose names are registered on the Companys Register of Members:12

a) as Beneficial Owners as at the end of business on 22nd June, 2010 as per the lists to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in respect of the shares held in electronic form, and b) as Members in the Register of Members of the Company after giving effect to all valid share transfers in physical form which are lodged with the Company or its Registrar & Transfer Agent (RTA) viz. Sharepro Services (India) Private Limited having their address at 13AB, Samhita Warehousing Complex, 2 nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai - 400 072 on or before 22nd June, 2010. 5. Pursuant to the provisions of Section 205A of the Act, dividend for the Financial Year 2003-04 which shall remain unpaid or unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund (IEPF). Shareholders who have so far not encashed the dividend warrant(s) for the financial year 2003-04 are requested to make their claim to the Companys RTA, failing which the unpaid/unclaimed dividend shall be transferred to the IEPF. It may also be noted that once the unpaid/unclaimed dividend is transferred to the IEPF as above, no claim shall lie against IEPF or the Company in respect of such dividend by the Members. 6. a) Members are requested to notify immediately any change of address: (i) to their Depository Participants (DPs) in respect of the shares held in electronic form, and (ii) to the Company or to its RTA, in respect of the shares held in physical form together with a proof of address viz. Electricity Bill, Telephone Bill, Ration Card, Voter ID Card, Passport etc.

b) In case the mailing address mentioned on this Annual Report is without the PINCODE, Members are requested to kindly inform their PINCODE immediately. 7. Non-resident Indian Members are requested to inform the Company or its RTA or to the concerned DPs, as the case may be, immediately: (a) the change in the residential status on return to India for permanent settlement. (b) the particulars of the NRE Account with a bank in India, if not furnished earlier. 8. Members are requested to make all correspondence in connection with shares held by them by addressing letters directly to the Company at its Registered Office or its RTA quoting reference of their Folio numbers or their Client ID number with DP ID number, as the case may be. 9. Members who are holding shares in identical order of names in more than one folio are requested to send to the Company or its RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. The share certificates will be returned to the Members after making requisite changes thereon. 10. (a) Members are advised to avail of the facility for receipt of dividend through Electronic Clearing Service (ECS). The ECS facility is available at specified locations. Members holding shares in electronic form are requested to contact their respective DPs for availing ECS facility. Members holding shares in physical form are requested to download the ECS form from the website of the Company viz. www.ultratechcement.com and the same duly filled up and signed along with a photocopy of a cancelled cheque may be sent to the Company at its Registered Office or to its RTA.

(b) Members who hold shares in electronic form and want to change / correct the bank account details should send the same immediately to their concerned DP and not to the Company. Members are also requested to give the MICR Code of their bank to their DP The Company . will not entertain any direct request from such Members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank account details. The said details will be considered, as will be furnished by NSDL/CDSL to the Company. (c) To avoid the incidence of fraudulent encashment of dividend warrants, Members are requested to intimate the Company under the signature of the Sole / First Joint holder, the following information, so that the bank account number and name and address of the bank can be printed on the dividend warrants: 1. Name of Sole / First Joint holder and Folio number. 2. Particulars of bank account, viz. i) Name of bank ii) Name of branch iii) Complete address of bank with PINCODE iv) Account type, whether Saving (SB) or Current Account (CA) v) Bank Account Number 11. Depository System The Company has entered into agreements with NSDL and CDSL. Members, therefore, now have the option of holding and dealing in the shares of the Company in electronic form through NSDL or CDSL. The Depository System envisages the elimination of several problems involved in the scrip-based system such as bad deliveries, fraudulent transfers, fake13

certificates, thefts in postal transit, delay in transfers, mutilation of share certificates, etc. Simultaneously, Depository System offers several advantages like exemption from stamp duty, elimination of concept of market lot, elimination of bad deliveries, reduction in transaction costs, improved liquidity, etc. 12. As per the provisions of the Act, facility for making nominations is now available to INDIVIDUALS holding shares in the Company. Members holding shares in physical form may obtain the Nomination Form 2B prescribed by the Government from the Company or its RTA or can be downloaded from its website viz. www.ultratechcement.com. Members holding shares in electronic form are required to approach their DP for the nomination. 13. Disclosure pursuant to Clause 49 of the Listing Agreement with respect to the Directors seeking re-appointment/ appointment at the forthcoming Annual General Meeting is attached hereto. 14. The Annual Report of the Company for the year 2009-10, circulated to the Members of the Company, will be made available on the Company s website viz. www.ultratechcement.com. 15. In terms of circulars issued by Securities and Exchange Board of India (SEBI), it is now mandatory to furnish a copy of PAN card to the Company or its RTA in the following cases viz. Transfer of shares, Deletion of name, Transmission of shares and Transposition of shares. Shareholders are requested to furnish copy of PAN card for all the abovementioned transactions.

ANNEXURE TO THE NOTICE Explanatory Statement Pursuant to Section 173(2) of the Companies Act, 1956: Item no. 7 M/s. Haribhakti & Co, Chartered Accountants, Mumbai were appointed as Branch Auditors of the Companys Units at Jafrabad and Magdalla in Gujarat and Ratnagiri in Maharashtra at its Ninth Annual General Meeting. The Board of Directors of the Company (the Board) have on the recommendation of the Audit Committee proposed that M/s. Haribhakti & Co., Chartered Accountants, Mumbai be re-appointed as Branch Auditors of the Company, to audit the Accounts of the Companys Units at Jafrabad and Magdalla in Gujarat and Ratnagiri in Maharashtra and to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting. Further, the Company may acquire new Units in India or abroad in future and it may be necessary to appoint Branch Auditors for carrying out the audit of the accounts of such Units. Your consent is being sought for authorising the Board to appoint Branch Auditors in respect of such Units in consultation with the Statutory Auditors and to fix their remuneration. The resolution as set out in Item no. 7 of this Notice is accordingly commended for your acceptance. None of the Directors of the Company is, in any way, concerned or interested in the said resolution. Item no. 8 Mr. S. Misra was appointed Managing Director of the Company for a period of three years with effect from 16th October, 2006. Mr. Misras term as Managing Director was upto 15th October, 2009. The Board of Directors (the Board) at its meeting held on 16 th October, 2009 re-appointed Mr. Misra as Managing Director upto 31st March, 2010.

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Since his appointment in October, 2006 there has been no revision in the terms of remuneration of Mr. Misra, as approved by the Members. The Board, subject to approval of the Members, has by resolution dated 4th November, 2009 revised the remuneration payable to Mr. Misra as Managing Director with effect from 1st July, 2009 and also finalised the terms and conditions of his re-appointment. The resolution as set out in item no. 8 of this Notice is accordingly commended for your acceptance. None of the Directors of the Company is, in any way, concerned or interested in the said resolution. Item nos. 9 and 10 Mr. O. P Puranmalka was appointed Additional . Director on the Board of the Company with effect from 16th January, 2010 to hold office till the conclusion of the ensuing Annual General Meeting. He was also appointed as Whole-time Director of the Company with effect from 1 st April, 2010 upon the retirement of Mr. S. Misra as Managing Director. Mr. Puranmalka is a Chartered Accountant and has over three decades of rich and varied experience in various roles. Mr. Puranmalka joined the Aditya Birla Group in 1994. Known for his entrepreneurial capabilities, he has held senior managerial positions in the Cement Business of the Group. His knowledge and vast experience will immensely benefit the Company. The remuneration and other terms and conditions of Mr. Puranmalkas appointment as Whole-time Director as set out in the resolution is subject to your approval. The resolutions as set out in Item nos. 9 and 10 of this Notice is accordingly commended for your acceptance. None of the Directors except Mr. O. P. Puranmalka is interested in the said resolutions.

Item no. 11 The Company at present pays only sitting fees to its Non-Executive Directors for attending meetings of the Board of Directors (the Board) and Committee(s) thereof. Considering the contribution made and the time devoted by the Non-Executive Directors in the affairs of the Company and keeping in mind their valuable experience and guidance, it is recommended that commission be paid to the Non-Executive Directors of the Company in addition to the sitting fees being currently paid to them. The Board will determine each year, the specific amount to be paid as commission to the NonExecutive Directors which shall not exceed 1% of the net profits of the Company for that year, as computed in the manner referred to in Section 198 of the Companies Act, 1956 (the Act). In terms of Section 309(4) of the Act approval of the Members of the Company in general meeting by way of a special resolution is necessary for payment of commission to Non-Executive Directors. Members are requested to approve payment of commission to the Non-Executive Directors for a period of five years commencing from financial year ended 31st March, 2010. The payment of commission shall be in addition to the sitting fees payable for attending Board / Committee meetings and reimbursement of expenses in relation thereto. The resolution as set out in item no. 11 of this Notice is accordingly commended for your acceptance. All the Non-Executive Directors of the Company are interested in the said resolution.

By Order of the Board S. K. Chatterjee Company Secretary Place: Mumbai Date: 29th April, 201015

Disclosure pursuant to Clause 49 of the Listing AgreementDisclosure of Directors seeking re-appointment / appointment at the Annual General Meeting to be held on 29th July, 2010:Name of Director Date of Birth Date of Appointment Expertise in specific General Functional area Qualification Mr. N. J. Jhaveri 9th August, 1935 16th October, 2006 Mrs. Rajashree Birla 15th September, 1945 14th May, 2004 Mr. V. T. Moorthy 19th January, 1941 25th January, 2005 Mr. O. P Puranmalka . 2nd January, 1952 16th January, 2010

Company Director M. A. (Economics), M.Sc. (Economics) London School of Economics 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Afcons Infrastructure Ltd. Edelweiss Capital Ltd. Edelweiss Securities Ltd. Gujarat Venture Finance Ltd. Hindalco Industries Ltd. Pidilite Industries Ltd. Siemens Ltd. Siemens Healthcare Diagnostics Ltd. SKF India Ltd. Usha Martin Ltd. Voltas Ltd.

Industrialist B. A.

Business Executive B.E. (Mechanical)

Company Executive F.C.A.

List of outside Directorships held (Public Limited Companies)

1. Aditya Birla Health Services Ltd. 2. Aditya Birla Nuvo Ltd. 3. Essel Mining & Industries Ltd. 4. Grasim Industries Ltd. 5. Hindalco Industries Ltd. 6. Idea Cellular Ltd.

1. Tanfac Industries Ltd.

1. Dakshin Cements Ltd. 2. Samruddhi Cement Ltd.

Chairman / Member of the Committee of the Board of Directors of the Company Chairman / Member of the Committee of Directors of other Public Limited Companies in which he / she is a Director a) Audit Committee

1. Afcons Infrastructure Ltd. Chairman 2. Edelweiss Capital Ltd. Chairman 3. Usha Martin Ltd. Chairman 4. Voltas Ltd. - Chairman 5. Hindalco Industries Ltd. Member 6. Pidilite Industries Ltd. Member 7. Siemens Healthcare Diagnostics Ltd. - Member 8. SKF India Ltd. - Member

1. Aditya Birla Health Services Ltd. - Member

1. Samruddhi Cement Ltd. Member

b) Shareholders Committee

Note: Pursuant to Clause 49 of the Listing Agreement, only two Committees viz. Audit Committee and Shareholders Committee have been considered.

16

Financial Highlights

Particulars PRODUCTION (Quantity) - Clinker - Cement SALES (Quantity) - Clinker - Cement PROFIT & LOSS ACCOUNT Gross Sales Excise duty Net Sales Operating Expenses Operating Profit Other Income EBITDA Depreciation / Amortisation EBIT Interest Profit before Tax Provision for Current Tax Provision for Deferred Tax Fringe Benefit Tax Net Earnings Cash Earnings Dividend (incl. Dividend tax) BALANCE SHEET Net Fixed Assets including CWIP Investments Current Assets Current Liabilities Net Current Assets Capital Employed Net Worth represented by Equity Share Capital Employee Stock Options Outstanding Reserves & Surplus Net Worth Loan Fund Secured Loans Unsecured Loans Total Loan Funds Deferred Tax Liabilities Capital Employed RATIOS & STATISTICS EBITDA Margin Net Margin Interest Cover (EBITDA/Interest) ROCE (PBIT/Average Capital Employed) Current Ratio Debt Equity Ratio Dividend per share Dividend Payout on Net Profit EPS Cash EPS Book Value per share No.of Equity Shares

Units Mn.T Mn.T Mn.T Mn.T Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs Rs.Crs

2009-10 15.55 17.64 2.44 17.77 7,729 679 7,050 5,079 1,971 123 2,094 388 1,706 118 1,588 387 108 1,093 1,589 87 5,201 1,670 1,472 1,299 173 7,044 124 2 4,482 4,609 854 750 1,605 831 7,044

2008-09 15.07 15.87 2.36 15.80 7,160 777 6,383 4,679 1,704 106 1,810 323 1,487 126 1,361 198 181 6 977 1,481 73 5,313 1,035 1,372 1,253 119 6,467 124 2 3,476 3,602 1,176 966 2,142 723 6,467

2007-08 2006-07 2005-06 14.35 15.07 2.09 15.02 6,286 777 5,509 3,783 1,726 101 1,827 237 1,589 82 1,507 510 (17) 6 1,008 1,228 73 4,784 171 1,304 1,279 25 4,980 124 1 2,572 2,697 983 758 1,741 542 4,980 14.22 14.64 2.50 15.17 5,484 574 4,911 3,493 1,418 61 1,479 226 1,253 87 1,166 396 (17) 5 782 992 57 3,214 483 960 755 205 3,903 124 1,639 1,764 1,151 427 1,579 560 3,903 12.73 13.33 1.32 14.23 3,785 486 3,299 2,745 554 37 591 216 375 90 286 57 (5) 4 230 441 25 2,678 172 773 556 216 3,067 124 914 1,038 1,222 230 1,452 577 3,067

% 30 28 33 30 18 % 16 15 18 16 7 Times 17.82 14.42 22.19 17.04 6.60 % 25 26 36 36 12 Times 1.13 1.09 1.02 1.27 1.39 Times 0.35 0.59 0.65 0.90 1.40 Rs./Share 6.00 5.00 5.00 4.00 1.75 % 8 8 7 7 11 Rs./Share 87.82 78.48 80.94 62.84 18.46 Rs./Share 127.65 118.94 98.66 79.67 35.43 Rs./Share 370.21 289.36 216.65 141.69 83.40 Nos. 124,487,079 124,485,879 124,485,879 124,485,879 124,398,621

17

Net Sales

Operating ProfitRs. in crores1,971 1,726 1700 1,418 1400 1100 800 500 554 1,704

8000 7000 6000 5000 4000 3000 2000 1000 0 3,299 4,911 5,509

Rs. in crores7,050 6,383

2000

2005-06 2006-07 2007-08 2008-09 2009-10

200 2005-06 2006-07 2007-08 2008-09 2009-10

Net Earnings

Net WorthRs. in crores5000 4000 3000 2000 1,764 1,038 1000 0 2,697 3,602 4,609

Rs. in crores1200 1000 800 600 400 200 0 2005-06 2006-07 2007-08 2008-09 2009-10 230 782 1,008 977 1,093

2005-06 2006-07 2007-08 2008-09 2009-10

EPSRupees100 80.94 75 62.84 78.48 87.82 7 6 5 4 3 2 18.46 0 2005-06 2006-07 2007-08 2008-09 2009-10 1 0 1.75 4.00

DividendRs. per share6.00 5.00 5.00

50

25

2005-06 2006-07 2007-08 2008-09 2009-10

18

Management Discussion and Analysis

OVERVIEW After the marked slowdown in economic growth and the prevailing financial crises during 2008 and 2009, the global economy is now indicating some signs of recovery. Led by the emerging economies, more significantly the Asian economies, an increasing number of countries have begun registering notable recovery. Notwithstanding this, there are concerns that the recovery is uneven and conditions for sustained growth remain fragile. Credit conditions are still tight in major developed economies. Much of the rebound in the real economy is due to the strong fiscal stimulus provided by Governments in a large number of developed and developing countries. The Indian economy, despite witnessing challenging times, fared much better than most of the global economies. The GDP forecast in FY11 is over 8% linked to improved overall performance in all the three components of the economy viz. agriculture, manufacturing and services. Cement demand grew @12% during H1FY10. However, new capacity additions in the sector resulted in a surplus supply scenario from H2FY10 onwards with a consequent fall in cement realisation and pressure on prices, which is continuing. However, Government efforts on infrastructure development, low cost housing and improving civic and urban amenities will enable the sector grow over 10%. Your Company s efforts were focused on stabilising performance of the expanded capacities. It also continued with initiatives to contain costs, improve productivity and conserve cash. Your Company is currently in the midst of a restructuring program, details of which are spelt out in the Report of Directors forming part of this Annual Report.

PERFORMANCE REVIEW Capacity Utilisation FY10 Installed capacity (Mn.TPA): Clinker Cement Production (MMT): Clinker Cement - clinker capacity utilisation* - effective capacity utilisation@ FY09 % change

17.80 23.10 15.55 17.64 87% 88%

17.80 21.90 15.07 15.87 90% 96%

5 3 11

* clinker capacity utilisation based on period of new capacity in operations @ effective capacity utilisation: cement production + clinker sold, based on period of new capacity in operations

Sales Volume FY10 Sales Volume (MMT): Domestic Cement 17.26 Clinker 0.52 Total Exports Cement Clinker 17.78 0.50 1.92 2.42 20.21 FY09 % change 13 11 13 5 2 3 11

15.32 0.47 15.79 0.48 1.88 2.36 18.16

Total Total Volume

Domestic sales volume rose by 13% over FY09, though total volume was up by 11%.19

Sales Realisation (Net of Excise Duty) FY10 Average Realisation (Rs./MT) Domestic Cement Exports Cement Clinker 3,311 3,543 3,050 1,602 FY09 3,349 3,522 3,100 2,306 % change -1

Net Turnover Net Turnover rose by 10%, attributable to higher domestic sales volume. Exports and Ready Mix Concrete (RMC), each, contributed to around 7% of your Companys net turnover. Other Income

-2 -30

The markets of South India which account for around 30% of your Companys total sales volume witnessed a sharp fall in realisation from H2FY10. Despite this, the average domestic sales realisation remained almost flat during the year. On the exports front, on account of the crises in the Middle East, clinker export prices dropped sharply by around 30% - hovering around USD 34/ mt during the year as compared to USD 50/mt in FY09. Financial Highlights (Rs. in crores) FY10 Net Turnover Domestic Exports Other Income Total Expenditure Operating Profit (PBIDT) Operating Margin Interest Gross Profit (PBDT) Depreciation Profit Before Tax Tax Expenses Net Profit after Tax 7,050 6,589 461 123 5,079 2,094 30% 118 1,976 388 1,588 495 1,093 FY09 6,383 5,803 580 106 4,679 1,810 28% 126 1,684 323 1,361 385 977 -6 17 20 17 29 12 % change 10 14 -21 16 9 16

Other income increased by 16% from Rs.106 crores in FY09 to Rs.123 crores in FY10 mainly on account of increased earnings on surplus funds invested in various debt schemes of mutual funds and exchange gain on account of appreciation of Rupee to Dollar. Operating Profit (PBIDT) and Margin (i) Energy cost per tonne declined by 22% from Rs. 847 in FY09 to Rs. 654 in FY10 as a result of increased share of captive thermal power in your Companys operations and decrease in imported coal prices. (ii) Freight and Handling expenses remained flat at Rs. 708/mt against Rs. 696/mt in FY09 despite increase in diesel prices. (iii) Raw Material cost per tonne was up by 36% from Rs. 278 in FY09 to Rs. 379 in FY10 due to: (a) increase in prices of major raw materials (impact - 15%); (b) purchase of clinker to cater to eastern market requirement (impact - 21%). (iv) Employee costs rose by 15% from Rs. 218 crores in FY09 to Rs. 251 crores in FY10 on account of increase in manpower for new projects and annual increment. Substantial reduction in energy cost contributed in operating margins improving from 28% in FY09 to 30% in FY10.

20

Interest & Finance Charges Interest cost decreased from Rs. 126 crores in FY09 to Rs. 118 crores in FY10 due to repayment of long term debts to the tune of Rs. 300 crores. Depreciation Depreciation mounted by 20% from Rs. 323 crores in FY09 to Rs. 388 crores in FY10 as a result of the full year impact of capitalisation of new projects in FY09. Income Tax Income tax increased from Rs. 384 crores in FY09 to Rs. 495 crores in FY10 linked to higher taxable income. Effective tax rate is up from 28% in FY09 to 31% in FY10. Net Profit Net profit for FY10 stood at Rs. 1,093 crores as compared to Rs. 977 crores in FY09.

Cash Flow Statement (Rs. in crores) FY10 FY09 Sources of Cash Cash from operations Non-operating cash flow Increase in borrowings Total Uses of Cash Net capital expenditure Increase in investments Decrease in borrowings Interest Dividend Increase in working capital Total Increase/(Decrease) in cash & cash equivalents 274 636 522 146 73 89 830 866 117 73 115 1,661 1,573 58 50 382

1,719 2,005

1,740 2,001 (21) 4

Night view of a Cement Unit

21

Sources of Cash Cash from Operations Growth in volume and improved cost performance resulted in higher cash from operations during the year. Non operating Cash Flow It consists of interest and dividend income earned on fund invested in mutual fund. Uses of Cash Net Capital Expenditure Your Company has spent Rs. 274 crores on account of normal capex across all locations of your Company. Increase in Investments Your Company invested surplus funds into debt schemes of recognised Mutual Funds. Decrease in Borrowings Your Companys borrowings reduced as a result of repayment of long term / short term loans. Increase in Working Capital Increase / (Decrease) was mainly on account of the following: (Rs. in crores) Increase in Inventory Increase in Sundry Debtors Decrease in Loans & Advances Increase in Liabilities & Provisions 130 22 (33) (30) 89 CAPITAL EXPENDITURE PLAN Your Company has earmarked around Rs. 2,600 crores towards capex to be spent over the next 3 years. This will be invested in augmenting the grinding capacity at its Unit in Gujarat, installing waste heat recovery systems at its Units in Maharashtra and Andhra Pradesh, setting-up packaging terminals at various locations and for other modernisation projects.22

CONSOLIDATED PERFORMANCE (Rs. in crores) FY10 Net Turnover Operating Profit (PBIDT) Interest FY09 % change 9 16 -6 17

7,175 6,564 2,107 1,820 118 126

Gross Profit (PBDT) 1,989 1,694 Depreciation & amortisation of goodwill Profit Before Tax Tax Expenses Net Profit before Minority Interest Minority Interest Net Profit after Minority Interest

391

326

20 17 29 12

1,598 1,368 501 1,097 2 1,095 388 980 2 978

12

HUMAN RESOURCES Your Company believes that Human Resources will play a key role in its future growth. Planned efforts are made to develop and retain talent. Learning and Development initiatives focus on developing the professional capabilities. Your Company continues to provide growth opportunities to internal talent by assigning them higher responsibilities with suitable exposure and training. Your Company endeavours to maintain a positive work environment and constructive relationship with its employees with a continuing focus on productivity and efficiency. Organisational Health Surveys conducted at regular intervals has shown a remarkable improvement in employee engagement parameters.

The total number of employees in your Company as on 31st March, 2010 was 4,481 employees (4,371 employees). RISK MANAGEMENT Your Companys operations expose it to various types of risk external as well as internal. Managing and mitigating these risks form an integral part of your Companys growth strategy. Your Company has identified six major risks: (i) uncertain economic scenario; (ii) availability of raw material and fuel, (iii) financial, (iv) environment, (v) compliance and (vi) data integrity. Uncertain economic scenario: the likely oversupply during the next 18 - 24 months may adversely impact capacity utilisation and put pressure on margins. Your Company is focusing on rural retail markets, revisiting its market mix, expanding growth in ready mix concrete, building its brand image to mitigate the impact to an extent.

-

Availability of raw material and fuel: (a) Limestone is the main raw material for manufacturing cement. Your Company has sufficient limestone reserves for its existing operations. Securing additional limestone reserves for growth is critical. Your Company is focused on acquiring additional leases of limestone. (b) Tying-up long-term contracts for other additives viz. gypsum, flyash, etc at economic prices. (c) Coal, which comprises a major part of your Companys fuel mix is sourced both indigenously and also from the overseas markets. Your Company is on the lookout for acquiring coal blocks and other additive mines. Use of alternative fuels is greatly encouraged.A cement cargo ship at the jetty

23

A Top view of cement Cargo ship at GCW Jetty

-

-

-

Financial: Your Company has in place a policy to mitigate financial risk that covers specific areas like interest rate, foreign exchange, treasury management etc. Environment: Conducting business in adherence with stringent environmental legislation is a big challenge. Your Company is constantly exploring new ways for preserving the environment and managing resources sustainably. It is actively engaged in promoting the use of alternative fuels, waste heat recovery and utilisation of waste products. Compliance: The level of compliance is increasing by the day. Penalties for noncompliance can be very stiff and can adversely affect your Companys reputation. Your Company continuously monitors the compliance mechanism to ensure that instances of non-compliances are kept at the minimal. Data integrity: Preserving your Companys data and preventing its mis-use is also a

critical risk. Your Company periodically reviews and updates its systems ensuring that these are foolproof. An Apex Committee has been set up for identifying and monitoring risks and reviewing the mitigation plan. This Committee is supported by the Risk Management Committees at the Units. The risk mitigation plans are reviewed regularly by the Audit Committee of your Company. INTERNAL CONTROL SYSTEMS Your Company has in place adequate internal control systems and procedures commensurate with the size and nature of its operations. Internal control systems comprising of policies, rules and procedures are designed to ensure sound management of your Company, guaranteeing the safekeeping of your Companys assets, the efficiency and effectiveness of your Companys operations, the reliability of financial information and compliance with laws and regulations.Concrete being filled in transit mixer

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24

The Internal Audit team continuously monitors the effectiveness of internal control systems. It reports to the Audit Committee on the audit carried out across your Companys locations. These reports are reviewed by the Audit Committee periodically. The Audit Committee separately has discussions with the Statutory and Internal Auditors about the adequacy, effectiveness and functioning of the internal control systems. CONCLUSION The cement industry is likely to record an annual growth of over 10% in the coming years on the back of higher domestic demand. Domestic cement demand is expected to remain strong,

given the revival in the housing sector and continued Government spending on infrastructure. Significant capacity addition during the year together with the possible addition of around 30 mtpa during FY11 will lead to a surplus scenario. Capacity utilisation is expected to be around 80%. These factors may put pressure on prices and margins. Although the additional capacities will hit the cement market, your Company believes the progressive improvement in cement demand on account of the Governments stimulus packages bode well for the industry in the long term.

CAUTIONARY STATEMENT:Statement in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent development, information or events or otherwise.

25

Re p o r t o n C o r p o r a t e G o v e r n a n c e

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE Corporate Governance is most often viewed as both, the structure and the relationship which determine corporate direction and performance. It is a systematic process by which organisations are directed to manage their operations with the objective of enhancing stakeholder value. UltraTech Cement Limited (your Company) believes that sound corporate governance principles applied consistently to all areas of operations ensures that its values Integrity; Commitment; Passion; Seamlessness and Speed are leveraged to maximise value for all its stakeholders. Your Company continuously strives for excellence through adopting best governance and disclosure practices. In terms of Clause 49 of the Listing Agreement executed with stock exchanges, the details of compliance for the year ended 31st March, 2010 are as follows: I. BOARD OF DIRECTORS Composition Your Companys Board comprises of 10 (ten) Directors, which include the Whole-time Director and 6 (six) Independent Directors. The details of the Directors with regard to outside directorships and committee positions are as follows: Name of Director Executive/ Non-Executive/ Independent1 No. of outside directorship(s) held2 Public Kumar Mangalam Birla Mrs. Rajashree Birla R. C. Bhargava G. M. Dave N. J. Jhaveri S. B. Mathur V. T. Moorthy S. Rajgopal D. D. Rathi O. P Puranmalka4 . Non-Executive Non-Executive Independent Independent Independent Independent Independent Independent Non-Executive Whole-time Director 9 6 10 6 11 11 1 1 1 2 Private 13 12 1 5 2 3 1 No. of outside committee position(s) held3 Chairman Member 4 2 4 3 1 4 6 4 3 1 1

1. Independent Director means a Director as defined under Clause 49 of the Listing Agreement. 2. Excluding alternate directorships and directorships in foreign companies and companies under Section 25 of the Companies Act, 1956 (the Act). 3. Only two committees viz. the Audit Committee and the Shareholder / Investor Grievance Committee of all public limited companies are considered. 4. Mr. O. P Puranmalka appointed as an Additional Director w.e.f. 16th January, 2010 and as . Whole-time Director w.e.f. 1st April, 2010. 5. No Director is related to any other Director on the Board, except for Mr. Kumar Mangalam Birla and Mrs. Rajashree Birla, who are son & mother respectively. 26

Non-Executive Directors compensation and disclosures Apart from sitting fees that are paid to the Non-Executive and Independent Directors for attending Board/Committee meetings, no other fees/commission were paid during the year. No transactions have been made with the Non-Executive and Independent Directors vis--vis your Company. The details of sitting fees paid to the Directors are given separately in this report.

The Board has unfettered and complete access to any information within your Company. Members of the Board have complete freedom to express their views on agenda items and can discuss any matter at the meeting with the permission of the Chairman. The Board provides direction and exercises appropriate control to ensure that your Company is managed in a manner that fulfils stakeholders aspirations and societal expectations. The information placed before the Board includes: Annual operating plans, capital budgets and updates thereof. Quarterly financial results. Minutes of meetings of Audit Committee and other Committees of the Board. The information on recruitment and remuneration of Senior Officers just below the Board level, including appointment or removal of the Chief Financial Officer and the Company Secretary. Show cause, demand, prosecution notices and penalty notices which are materially important. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. Any material default in financial obligations to and by your Company, or substantial non-payment for goods sold by your Company. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order, which may have passed strictures on the conduct of your Company or taken an adverse view regarding another enterprise that can have negative implications on your Company.27

Other provisions as to Board and Committees The Board meets at least once a quarter to review the quarterly financial results and operations of your Company. In addition to the above, the Board also meets as and when necessary to address specific issues relating to the business of your Company. During the year under review, the Board met 6 times. The number of Board meetings held, dates on which held and number of Directors present are as follows: Date of Board meetings 21st April, 2009 21st July, 2009 6th October, 2009 16th October, 2009 15th November, 2009 16th January, 2010 Board No. of strength Directors Present 12 10 10 10 10 11 10 10 10 8 6 9

Your Companys Board plays a pivotal role in ensuring good governance and functioning of your Company. The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experience to the Board.

Details of any joint venture or collaboration agreement. Transactions that involve substantial payment towards goodwill, brand equity or intellectual property. Significant labour problems and their proposed solutions. Any significant development in human resources/ industrial relations front. Sale of material nature of investments, subsidiaries, assets, which is not in normal course of business.

Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as nonpayment of dividend, delay in share transfer etc. Risk Management policies of your Company.

The details of attendance of each Director at the Board meetings and the last Annual General Meeting (AGM) are as follows: Name of Director Kumar Mangalam Birla Mrs. Rajashree Birla R. C. Bhargava G. M. Dave Y. M. Deosthalee1 N. J. Jhaveri S. B. Mathur V. T. Moorthy J. P Nayak .2

No. of Board meetings Held 6 6 6 6 6 6 6 6 6 6 6 6 6 Attended 4 3 6 6 Nil 5 5 4 1 6 6 6 1

Attended last AGM@ Yes Yes Yes Yes N.A. Yes Yes Yes N.A. Yes Yes Yes N.A.

S. Rajgopal D. D. Rathi S. Misra3

O. P Puranmalka4 .

@ AGM held on 21st July, 2009 at Ravindra Natya Mandir, P L. Deshpande Maharashtra Kala Academy, . Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai 400025. 1. Mr. Y. M. Deosthalee resigned as Director w.e.f. 15th June, 2009. 2. Mr. J. P Nayak resigned as Director w.e.f. 15th June, 2009. . 3. Mr. S. Misra retired from the services of your Company at the close of business hours on 31st March, 2010. He also ceased to be a Director from that date. 4. Mr. O. P Puranmalka was appointed as Additional Director w.e.f. 16th January, 2010 and as . Whole-time Director w.e.f. 1st April, 2010.

28

Code of Conduct The Board of Directors has laid down a Code of Conduct (the Code) for all Board members and senior management personnel of your Company. The Code is posted on your Company s website www.ultratechcement.com. All Board members and senior management personnel have confirmed compliance with the Code. A declaration signed by the Whole-time Director is attached and forms part of this Annual Report.

Permanent Invitees Mr. D. D. Rathi Mr. K. C. Birla Director Company. of your

Chief Financial Officer of your Company.

The Statutory and Internal Auditors of your Company attend the Audit Committee meetings. The Company Secretary acts as the Secretary to the Committee. The object of the Audit Committee is to monitor and effectively supervise your Companys financial reporting process with a view to provide accurate, timely and proper disclosure and the integrity and quality of the financial reporting. Powers To investigate any activity within its terms of reference. To seek information from any employee. To obtain outside legal or other professional advice. To secure attendance of outsiders with relevant expertise, if it considers necessary. Role 1. Oversight of your Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditor and Cost Auditor and the fixation of audit fees.29

II. AUDIT COMMITTEE Composition, meetings, attendance during the year and sitting fees paid The Audit Committee of the Board comprises three Non-Executive Independent Directors. All the members of the Audit Committee are financially literate as per the provisions of Clause 49 of the Listing Agreement. The composition of the Audit Committee meets the requirements of Section 292A of the Act and Clause 49 of the Listing Agreement. During the year, the Audit Committee met 6 times to deliberate on various matters. The meetings were held on 21st April, 2009; 21 st July, 2009; 11th September, 2009; 16th October, 2009; 16th January, 2010 and 23rd February, 2010. The composition, attendance and sitting fees paid are as follows: Name of Member No. of meetings Sitting fees paid (Rs.) 1,20,000 1,00,000 1,20,000

Held R. C. Bhargava G. M. Dave S. Rajgopal 6 6 6

Attended 6 5 6

Mr. R. C. Bhargava is the Chairman of the Committee.

3. Approval of payment to Statutory Auditors for any other services rendered by them. 4. Reviewing with the management, the annual financial statements before submission to the Board for approval, with particular reference to: a. Matters required to be included in the Director s Responsibility Statement to be included in the Boards report in terms of clause (2AA) of Section 217 of the Act; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions;

report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter. 7. Reviewing with the management, performance of Statutory and Internal Auditors, adequacy of the internal control systems. 8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 9. Discussion with Internal Auditors any significant findings and follow up there on. 10. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. 11. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors, if any. The Audit Committee reviews the following information 1. Management Discussion and Analysis of financial condition and results of operations;

g. Qualifications in the draft audit report. 5. Reviewing with the management, the quarterly financial statements before submission to the Board for approval. 6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the30

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management; 3. Management letters / letters of internal control weaknesses issued by the Statutory Auditors, if any; 4. Internal audit reports relating to internal control weaknesses; 5. The appointment, removal and terms of remuneration of the Chief Internal Auditor; and 6. Risk Management policy of your Company. During the year, the Committee has reviewed the internal controls put in place to ensure that the accounts of your Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of your Company. The Committee has also reviewed the procedures laid down by your Company for assessing and managing risks. III. SUBSIDIARY COMPANY Your Company does not have any material non listed Indian subsidiary company. The Audit Committee and Board reviews the minutes, financial statements, significant transactions and working of the unlisted subsidiary companies.

IV. DISCLOSURES Disclosures on materially significant related party transactions that may have potential conflict with the interests of your Company at large The transactions with related parties entered into by your Company in the normal course of business were placed before the Audit Committee periodically. Particulars of related party transactions are listed out in Schedule 21(B)(17) of the Accounts. However, all these transactions are on normal commercial arms length basis. Disclosure of Accounting treatment Your Company has followed all relevant Accounting Standards while preparing the financial statements. Risk Management Your Company has in place a Risk Management programme which is monitored on a continuous basis. The Audit Committee reviews the efficacy of the Risk Management process, the key risks associated with the business of your Company and the measures in place to mitigate the same. Proceeds from public issues, rights issues, preferential issues etc. During the year, your Company did not raise any funds by way of public, rights, preferential issues etc.

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Remuneration of Directors Details of sitting fees paid to the Directors for attending Board meetings and their shareholding in your Company are as under: Name of Director Kumar Mangalam Birla Mrs. Rajashree Birla R. C. Bhargava G. M. Dave Y. M. Deosthalee1 N. J. Jhaveri S. B. Mathur V. T. Moorthy J. P Nayak2 . S. Rajgopal D. D. Rathi S. Misra3 O. P Puranmalka4 . Sitting fees paid (Rs.) 80,000 60,000 1,20,000 1,20,000 Nil 1,00,000 1,00,000 80,000 20,000 1,20,000 1,20,000 Nil Nil No. of shares held 400 400 1,773 420 1,276 2 100

1. Mr. Y. M. Deosthalee resigned as Director w.e.f. 15th June, 2009. 2. Mr. J. P Nayak resigned as Director w.e.f. 15th June, 2009. . 3. Mr. S. Misra retired from the services of your Company at the close of business hours on 31st March, 2010. He also ceased to be a Director from that date. 4. Mr. O. P Puranmalka was appointed as Additional Director w.e.f. 16th January, 2010 and as Whole. time Director w.e.f. 1st April, 2010.

The details of remuneration paid to the Managing Director are as follows: Managing Director Relationship with other Director Remuneration paid during 2009-10

All elements of remuneration package i.e. salary, benefits, pensions etc. S. Misra Rs. 5.53 crores

Performance linked incentives, alongwith performance criteria (a) Rs. 0.90 crores

Service contracts, notice period, severance fee

Stock option details, if any

See note (b)

See note (c)

(a) Mr. S. Misra was paid a sum of Rs. 0.90 crores towards performance incentive linked for achievement of targets for the year 2008-09. (b) Mr. S. Misra retired from the services of your Company at the close of business hours on 31st March, 2010. He also ceased to be a Director from that date. (c) In terms of your Companys Employee Stock Option Scheme (ESOS-2006), 21,073 stock options have vested in Mr. S. Misra during the year. All decisions relating to the remuneration of the Managing Director is taken by the Board in accordance with the resolution to be passed by the Members of your Company.32

Management The Management Discussion and Analysis forms part of the Annual Report and is in accordance with the requirements laid out in Clause 49 of the Listing Agreement. No material transaction has been entered into by your Company with the Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have a potential conflict with interests of your Company. Your Company has instituted a comprehensive Code of Conduct in compliance with the SEBI regulations on prevention of insider trading. Shareholders Details of the Directors seeking re-appointment/appointment at the ensuing AGM are provided in the Notice convening the AGM. Press Releases and financial results are made available on the website of your Company (www.ultratechcement.com) and also that of the Aditya Birla Group (www.adityabirla.com).

Mr. R. C. Bhargava is elected Chairman of every meeting of the Committee. The Company Secretary acts as Secretary to the Committee and is also the Compliance Officer. To expedite the transfer in the physical segment, necessary authority has been delegated by your Board to the Director and Officers of your Company to approve transfers/transmissions of shares/debentures. Details of share transfers/transmissions approved by the Directors and Officers are placed before the Board. Role The Committee looks into: issues relating to share/debenture holders including transfer/transmission of shares/debentures; issue of duplicate share/debenture certificates; non-receipt of dividend; non receipt of annual report; non-receipt of share certificate after transfers; delay in transfer of shares; any other shareholders. complaints of

Share Transfers and Shareholders/ Investors Grievance Committee Composition, meeting, attendance and sitting fees paid during the year A Share Transfer and Shareholders/Investors Grievance Committee has been constituted at the Board level, under the Chairmanship of a Non-Executive Independent Director. During the year the Committee met on 21st April, 2009 and 16th October, 2009. The composition, attendance and sitting fees paid are as follows: Name of Member No. of meetings Sitting fees paid (Rs.)

Number of shareholders complaint received so far/number not solved to the satisfaction of shareholders/number of pending complaints Details of complaints received, number of shares transferred during the year, time taken for effecting these transfers and the number of share transfers pending are furnished in the Shareholder Information section of this Annual Report.

R. C. Bhargava G. M. Dave D. D. Rathi

Held 2 2 2

Attended 2 40,000 2 40,000 2 40,000

Details of non-compliance by your Company, penalties and strictures imposed on your Company by stock exchanges or the Securities and Exchange Board of India (SEBI) or any other statutory authority, on any matter relating to capital markets, during the year33

There has been no instance of noncompliance by your Company on any matter related to capital markets during the year under review and hence no strictures / penalties have been imposed on your Company by the stock exchanges or the SEBI or any statutory authority. Voluntary Guidelines 2009 The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance. Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated and your Company will strive to adopt the same in a phased manner. Finance Committee A Finance Committee has been constituted at the Board level, under the Chairmanship of a Non-Executive Independent Director. During the year, the Committee met on 16th October, 2009. The composition, attendance and sitting fees paid are as follows: Name of Member No. of meetings Sitting fees paid (Rs.) 20,000 20,000 20,000

ESOS Compensation Committee The ESOS Compensation Committee constituted for implementing, administering and supervising the Employee Stock Option Scheme 2006 (the Scheme) comprises of Mr. Kumar Mangalam Birla, Mr. G. M. Dave and Mr. S. Rajgopal. During the year, the Committee vested 42,019 stock options to eligible employees of your Company in the management cadre, subject to the provisions of the Scheme, statutory provisions including SEBI Guidelines as may be applicable from time to time and the rules and procedures set out by your Company in this regard. Further the Committee allotted 1,200 equity shares of Rs. 10/- each of your Company to an Option Grantee pursuant to the exercise of stock options under the Scheme.

Merger Implementation Committee A Merger Implementation Committee was constituted at the Board level, under the Chairmanship of a Non-Executive Independent Director. During the year, the Committee met on 6th October, 2009; 30th October, 2009 and 15th November, 2009. The composition, attendance and sitting fees paid are as follows: Name of Member No. of meetings Sitting fees paid (Rs.)

Held R. C. Bhargava S. Rajgopal D. D. Rathi 1 1 1

Attended 1 1 1

G. M. Dave N. J. Jhaveri D. D. Rathi

Held 3 3 3

Attended 3 60,000 2 40,000 3 60,000

The Committee is authorised to exercise all powers and discharge all functions relating to working capital management, foreign currency contracts, operation of bank accounts and authorising officers of your Company to deal in matters relating to excise, sales tax, income tax, customs and other judicial or quasi judicial authorities.34

The Committee was constituted to consider, examine and evaluate a consolidation of the cement business as proposed by Samruddhi Cement Limited (Samruddhi), a wholly owned subsidiary of your Companys holding Company viz. Grasim Industries Limited and implementation of the amalgamation of Samruddhi with your Company in accordance with the provisions of Sections 391 to 394 of the Act.

V. CEO/CFO CERTIFICATION The Whole-time Director and Chief Financial Officer of your Company have issued necessary certificate pursuant to the provisions of Clause 49 of the Listing Agreement and the same is attached and forms part of the Annual Report. VI. REPORT ON CORPORATE GOVERNANCE The Corporate Governance Report forms part of the Annual Report. Your Company complies with the provisions of Clause 49 of the Listing Agreement. VII. COMPLIANCE Certificate from the Statutory Auditors confirming compliance with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to the Report and forms part of the Annual Report. Adoption of non-mandatory compliances A half-yearly declaration of financial performance including summary of the significant events in last six months has been sent to each household of shareholders. The statutory financial statements of your Company are unqualified. VIII. GENERAL BODY MEETINGS AGMs of your Company during the preceding 3 years were held at Ravindra Natya Mandir, P L. Deshpande . Maharashtra Kala Academy, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai - 400 025. Date and time of the AGMs held during the preceding 3 years and the Special Resolution(s) passed thereat are as follows: 2009 Date and Time: 21st July, 2009; 3:30 p.m.

Special Resolution passed: Keeping of register of members, index of members, register of debentureholders, index of debentureholders and other related books at new location of your Companys Registrar and Transfer Agent as their office has been shifted due to renovation at the existing premises.

2008 Date and Time: 18th July, 2008; 3:30 p.m. Special Resolution passed: Keeping of register of members, index of members, register of debentureholders, index of debentureholders and other related books at the premises of your Companys Registrar and Transfer Agent.

2007 Date and Time: 20th July, 2007; 3:30 p.m. Special Resolution passed: Nil Whether any special resolution passed last year through postal ballot No details of voting pattern Not Applicable person who conducted the postal ballot exercise Not Applicable Whether any special resolution is proposed to be conducted through postal ballot and procedure for the same If required shall be conducted as per law

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IX. MEANS OF COMMUNICATION Quarterly results Which newspapers published in: Newspaper Business Standard Economic Times Free Press Journal Navshakti Maharashtra Times normally

Any website, where displayed www.ultratechcement.com www.adityabirla.com Whether your Companys website displays All official news releases Presentation made to Institutional Investors / Analysts Yes Yes (through your Companys holding company)

Cities of Publication All editions Mumbai Mumbai Mumbai Mumbai

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CODE OF CONDUCT DECLARATION As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Management Personnel have confirmed compliance with the Code of Conduct for the year ended 31st March, 2010. Mumbai 29th April, 2010 CEO/CFO CERTIFICATION The Board of Directors UltraTech Cement Limited We certify that: 1. We have reviewed the financial statement, read with the cash flow statement of UltraTech Cement Limited (the Company) for the year ended 31st March, 2010 and to best of our knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements and other financial information included in this report present a true and fair view of the Companys affair and are in compliance with the existing accounting standards, applicable laws and regulations. 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys Code of Conduct; 3. We are responsible for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting; 4. We have disclosed to the Companys Auditors and the Audit Committee of the Companys Board of Directors all significant deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps taken or proposed to be taken to rectify the deficiencies. 5. We have indicated to the Auditors and the Audit Committee: a) significant changes in the Companys internal control over financial reporting during the year. b) significant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements. c) instances of significant fraud of which we have become aware and involvement therein if any of management or other employees having a significant role in the Companys internal control system over financial reporting. Mumbai 29th April, 2010 K. C. Birla Chief Financial Officer O. P Puranmalka . Whole-time Director37

O. P Puranmalka . Whole-time Director

Shareholder Information

1. Annual General Meeting Date and Time Venue : Thursday, 29th July, 2010, 3:30 p.m. : Ravindra Natya Mandir, P L. Deshpande Maharashtra . Kala Academy, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai 400025 : End July, 2010 : End October, 2010 : End January, 2011 : End April, 2011 : End July/August, 2011 : 23rd June, 2010 to 30th June, 2010 (both days inclusive) : On or after 29th July, 2010 : UltraTech Cement Limited B Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (East), Mumbai 400093 Tel. : (022) 66917800 Fax : (022) 66928109 Email : sharesutcl@adityabirla.com Web : www.ultratechcement.com www.adityabirla.com Equity Shares 1. Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 Non-Convertible Debentures 1. Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001

2. Financial Calendar Financial reporting for the quarter ending 30th June, 2010 Financial reporting for the half year ending 30th September, 2010 Financial reporting for the quarter ending 31st December, 2010 Financial reporting for the year ending 31st March, 2011 Annual General Meeting for the year ending 31st March, 2011

3. Dates of Book Closure 4. Dividend Payment Date 5. Registered Office

6. (a) Listing Details:

2. National Stock Exchange of India Limited 2. National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051 Bandra (East), Mumbai 400051 Notes: Listing fees for the year 2010-11 has been paid to the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

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(b) Name and address of Trustees for the Debentureholders

: AXIS Bank Limited Maker Towers F, 13th Floor, Cuffe Parade, Colaba, Mumbai 400005 Tel: (022) 67074407 Fax: (022) 22186944 : Citibank N. A. Depository Receipt Services 388, Greenwich Street, New York; NY-10013 USA Tel: +2128166649 Fax: +2128166865 : Citibank N.A. Custody Services, 3rd Floor,Trent House, G Block, Plot No. 60, Bandra-Kurla Complex, Bandra (East), Mumbai 400051 Tel: (022) 40296000 Fax: (022) 26532205 : ISIN INE481G01011 Stock Code Reuters ULTC.BO ULTC.NS Bloomberg UTCEM IB UTCEM IS

(c) Overseas Depository for GDRs

(d) Domestic Custodian of GDRs

7. Stock Code

Bombay Stock Exchange Limited National Stock Exchange of India Limited 8. Stock Price Data:Bombay Stock Exchange Limited High (In Rs.) Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-