Ambuja Cements adheres to the highest standards of corporate governance. Focused on meeting stakeholder needs and expectations, the Company conducts its business responsibly, ethically and in full compliance with applicable laws and regulations.
Strong governance, transparency, and compliance remain central to Ambuja Cements’ operations. The Company’s ESG commitments are aligned with industry best practices and credible global and national ESG frameworks and are overseen by a 100% independent Board-level Corporate Responsibility Committee (CRC). The Board and its Committees provide oversight on ESG risks and opportunities, strategic priorities, and key performance indicators, supported by periodic reviews through management and committee meetings. A dedicated ESG and sustainability team ensures effective integration of ESG priorities with business objectives. Recognised with a ‘Good’ rating in the 2025 Indian Corporate Governance Scorecard by IiAS, Ambuja Cements continues to strengthen governance practices to drive resilience, responsible growth, and long-term stakeholder value.
The Board and its Committees provide oversight on strategic priorities and key performance indicators, supported by periodic reviews through management and committee meetings. Committees oversee areas such as audit and financial reporting, risk management, nomination and remuneration of senior management, stakeholder relations and sustainability. By enabling deeper deliberation, timely decision-making and independent judgement, the committee framework strengthens accountability, supports regulatory compliance and ensures that strategic, financial and ESG matters receive appropriate attention, thereby reinforcing the Board’s ability to safeguard long-term value creation.
Audit Committee
Stakeholder Relationship Committee
Corporate Social Responsibility Committee
Nomination and Remuneration Committee
Risk Management Committee
Corporate Responsibility Committee
Public Consumer Committee
Reputation Risk Committee
Commodity Price Risk Committee
Legal, Regulatory and Tax Committee
Mergers and Acquisitions Committee
Information Technology and Data Security Committee
| Name & DIN of Directors |
Category | No. of other Directorships held in Indian Public Companies |
Committee Positions in India |
|
|---|---|---|---|---|
| Chairman | Member | |||
| Mr. Gautam AdaniChairman,(DIN: 00006273) | Non-executive, Non-independent |
6 | 0 | 0 |
| Mr. Karan Adani(DIN: 03088095) | Non-Executive, Non-Independent |
2 | 0 | 2 |
| Mr. Vinod Bahety(DIN: 09192400) | Wholetime Director and CEO |
3 | 0 | 0 |
| Mr. Rajnish Kumar(DIN: 05328267) | Non-executive, Independent |
2 | 2 | 0 |
| Mr. Maheswar Sahu(DIN: 00034051) | Non-executive, Independent |
3 | 2 | 3 |
| Ms. Purvi Sheth(DIN: 06449636) | Non-executive, Independent |
5 | 0 | 1 |
| Mr. Ameet Desai(DIN: 00007116) | Non-executive, Independent |
2 | 0 | 1 |
| Mr. Praveen Garg(DIN: 00208604) | Non-executive, Independent |
1 | 3 | 0 |
The Independent Directors have submitted declarations of Independence, confirming compliance with the independence requirements under Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations. In line with SEBI norms, at least half of the Board comprises Independent Directors, a requirement that the Company continues to fully meet. There were no changes during the year that impacted the status of any Independent Director. The Board includes five Independent Directors, whose profiles are detailed in the Corporate Governance section, reflecting their strong credentials, integrity, and deep expertise across their respective domains.
The Board provides strategic direction and oversight on the Company’s performance, including key areas such as risk management, sustainability and stakeholder engagement. It meets regularly to review progress, evaluate performance and provide guidance, with an attendance rate of approximately 96.24% during FY 2025-26. Senior management periodically briefs the Board on critical business matters and an annual meeting is held to review and approve the business plan for the forthcoming year.
The Audit Committee and the Board review and approve related-party transactions, seeking shareholder approvals wherever required. All such transactions are undertaken on an arm’s length basis and in compliance with the Companies Act, 2013 and SEBI Listing Regulations, with relevant disclosures provided in the financial statements of the Annual Integrated Report FY 2025-26.
The Board focuses on long-term value creation, ensuring the Company’s strategy remains aligned with stakeholder expectations.
It oversees strategy execution, risk management, financial performance, shareholder engagement and sustainability to deliver responsible outcomes. Through regular reviews of performance, risks and governance practices, the Board reinforces transparency, timely disclosures and responsiveness to shareholders. It is committed to managing environmental and social impacts responsibly, while upholding high standards of ethics and integrity. The Board also evaluates long-term implications of key decisions, optimises resource allocation and strengthens a culture of compliance, including safeguards against corruption and unethical practices, ensuring a strong and future-ready governance framework.
The Company has instituted a formal process to evaluate the performance of the Board, its Committees and individual Directors, including the Chairman. The structured assessment covers Board composition, Committee effectiveness, competencies, fulfilment of responsibilities, contribution to deliberations and governance effectiveness. An independent external agency facilitated the process through one-on-one interactions with Board members, covering fiduciary responsibilities, strategic involvement, leadership effectiveness, organisational health and Board capability. The outcomes are reviewed by the Independent Directors and the Board to identify improvement areas.
The Directors’ Remuneration Policy governs compensation for Board members in line with applicable laws and regulations. It ensures remuneration remains appropriate, transparent and aligned with governance standards, while enabling the Company to attract and retain competent leadership.
