HeidelbergCement India Limited — Proxy Solicitation & Information Statement 2023

Dec 12, 2023

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HeidelbergCement India Limited CIN: L26942HR1958FLC042301 Registered Office 2[nd] Floor, Plot No. 68, Sector-44, Gurugram, Haryana 122002, India Phone +91-124-4503700 Fax +91-124-4147698 Website: www.mycemco.com

HCIL:SECTL:SE:2023-24

12 December 2023

BSE Ltd. Listing Department Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai - 400001 Scrip Code:500292

National Stock Exchange of India Ltd. Listing Department, Exchange Plaza, C/1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 Trading Symbol: Heidelberg

Sub: Postal Ballot Notice

Dear Sir,

Further to our communication dated 06 November 2023, please find enclosed a copy of Notice of Postal Ballot seeking approval of the members of HeidelbergCement India Limited (“the Company”) through Postal Ballot e-voting process by way of Special Resolution in respect of appointment of Mr. Atul Khosla (holding DIN 06476856) as a Non-Executive Independent Director for a term of five years from 06 November 2023 until 05 November 2028.

In accordance with the provisions of relevant MCA circulars, Postal Ballot Notice along with the Explanatory Statement has been sent today i.e., 12 December 2023 through e-mail to the members whose names appear in the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as on the Cut-off date i.e., 08 December 2023.

The Company has engaged the services of National Securities Depository Limited (NSDL) to provide remote e-voting facility to its members. The remote e-voting period will commence on Thursday, 14 December 2023 at 9.00 a.m. (IST) and ends on Friday, 12 January 2024 at 5:00 p.m. (IST). During this period members of the Company as on the cut-off date may cast their votes electronically. The remote e-voting module shall be disabled at 5.00 p.m. (IST) on 12 January 2024 and the members will not be allowed to vote thereafter. The result of postal ballot will be announced on or before 14 January 2024.

The above information will be made available on the website of the Company at www.mycemco.com. You are requested to kindly take the above information on your records.

Thanking you,

Yours Faithfully, For HeidelbergCement India Ltd.

RAJESH Digitally signed by RAJESH RELAN RELAN Date: 2023.12.12 13:05:40 +05'30' Rajesh Relan Sr. Vice President- Corporate Affairs & Company Secretary

Encl.: a.a

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HeidelbergCement India Limited CIN: L26942HR1958FLC042301

Regd. Office: 2[nd] Floor, Plot No. 68, Sector-44, Gurugram, Haryana – 122002 Tel: 0124-4503700, Fax: 0124-4147698 Email id: investors.mcl@mycem.in; Website: www.mycemco.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

To the members of the Company,

Notice is hereby given that pursuant to the provisions of Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, General Circular No. 09/2023 dated 25 September 2023 and other relevant circulars issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) , the Special Resolution as set out in this Notice is proposed for approval of the members of the Company (“the Members”) through Postal Ballot only by means of remote e-voting ("e-Voting").

The Members shall exercise their right to vote on the Special Resolution contained in the Notice of Postal Ballot by electronic means i.e., through e-Voting services provided by National Securities Depository Limited (“NSDL”). The e-Voting period commences on Thursday, 14 December 2023, at 9.00 A.M. (IST) and ends on Friday, 12 January 2024, at 5.00 P.M. (IST). Members are requested to carefully read the instructions given in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-Voting process not later than 5.00 P.M. (IST) on Friday, 12 January 2024. Remote e-Voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time.

Special Business:

Item 1: Appointment of Mr. Atul Khosla (holding DIN 06476856) as an Independent Director of the Company

To consider and if thought fit to pass, with or without modification(s) the following as a Special Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152, 161 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any

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statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Atul Khosla (holding DIN 06476856), who was appointed by the Board of Directors based on the recommendation of Nomination & Remuneration Committee, as an Additional Director in the category "Non-Executive Independent Director" with effect from 06 November 2023 in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 from a Member proposing his candidature for the office of the Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five years from 06 November 2023 until 05 November 2028.”

By Order of the Board Date : 06 November 2023 Sd/Place : Gurugram Rajesh Relan Sr. Vice President- Corporate Affairs & Company Secretary

NOTES :

1. The Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013, Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 setting out all material facts pertaining to the above-mentioned resolutions is annexed to this Postal Ballot Notice for your consideration.

2. The Cut-off date for ascertaining the eligibility of members to vote on the resolution contained in Postal Ballot Notice is 08 December 2023. A person whose name appears in the Register of Members or in Beneficial Owners data furnished by the depositories as on the Cut-Off date i.e., 08 December 2023 ‘End of Business Hours’ only shall be entitled to avail the facility of e-voting. A person who is not a Member on the Cut-off date should treat this Notice for information purpose only.

3. The votes in this Postal Ballot process cannot be exercised through proxy.

4. In compliance with the MCA Circulars, Notice of the Postal Ballot is being sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/ Depository Participants. Members may note that the Notice of the Postal Ballot is also be available on the Company’s website www.mycemco.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL i.e. www.evoting.nsdl.com.

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1. The Board of Directors of the Company has appointed Mr. Nityanand Singh, Company Secretary in Whole-time Practice (FCS No. 2668, CP No. 2388) as the Scrutinizer to scrutinize and to conduct the postal ballot e-voting process in a fair and transparent manner. Mr. Ajay Kumar Prajapati, Company Secretary in Whole-time Practice (ACS No. 49295, CP No. 22365) has been appointed as an alternate scrutinizer.

2. Relevant documents, if any, referred to in this Postal Ballot Notice are available for inspection electronically until the last date of e-voting. Members seeking to inspect such documents can send an e-mail to investors.mcl@mycemco.com

3. The e-voting period commences on Thursday, 14 December 2023 at 9:00 am (IST) and ends on Friday, 12 January 2024 at 5:00 pm (IST). During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-Off date of 08 December 2023 (end of business hours), may cast their vote by e-voting. The e-voting module will be disabled by NSDL for voting upon the expiry of the above period. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.

4. The voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-Off Date i.e., 08 December 2023.

5. The Scrutinizer, after scrutinizing the votes cast through postal ballot e-voting process will not later than two working days from the conclusion of the e-voting, make a scrutiniser’s report and submit the same to the Chairman or a person authorized by him in writing. The results declared along with the scrutiniser’s report shall be displayed on the Notice Board at the Registered Office of the Company as well as communicated to the Stock Exchanges and placed on the website of the Company www.mycemco.com and on the website of NSDL www.evoting.nsdl.com.

6. Subject to receipt of requisite number of votes, the Special Resolution shall be deemed to be passed on the last date specified for e-voting for the postal ballot voting process i.e., Friday, 12 January 2024.

7. The Company has engaged the services of National Securities Depository Limited (NSDL) as the Agency to provide e-voting facility.

8. SEBI has vide its Circular No. SEBI/HO/MIRSD/MIRSD-POD-1/P/CIR/2023/37 dated 16 March 2023 mandated the submission of PAN, KYC details and nomination by holders of physical shares. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s Registrars i.e., Integrated Registry Management Services Private Limited at irg@integratedindia.in.

The members may note that the following forms meant for updating the details of PAN, KYC and nomination are available at the website of the Company at https://www.mycemco.com/investor-information.

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S.No	Purpose	Form No.
1	Request for registering PAN, KYC details or changes / updation thereof.	Form ISR-1
2	Request for Updation of Specimen Signature.	Form ISR-2
3	Declaration Form for Opting out of Nomination.	Form ISR-3
4	Request for issue of Duplicate Certificate and other Service Requests.	Form ISR-4
5	Registration of Nomination.	Form SH-13
6	Cancellation or Variation of Nomination.	Form SH-14

Investors holding shares in physical mode must furnish the requisite details before the due date specified by SEBI, failing which all such physical folios shall stand frozen by the RTA of the Company.

Please also note that in case valid PAN (duly linked with Aadhaar) is/are not valid/registered as on the notified cut-off date specified by the Central Board of Direct Taxes (CBDT), such Folios shall stand frozen after the due date.

Investors holding shares in the frozen folios will be eligible to avail services of RTA only after furnishing the complete documents/details as listed above. Such Investors shall be eligible for credit of dividend amount only through electronic mode upon complying with the above stated requirements.

- How to vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 regarding e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services

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home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User-ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp

3. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User-ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-voting period.

4. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user-id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by companies. On clicking the e- voting option, the user will be able to see e-Voting page of the e-voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also link provided to access the system of all e- voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting options where the e-voting is in progress and also able to directlyaccess the system of all e-

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Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User-ID/ Password are advised to use Forgot User-ID and Forgot Password option available at the abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022-4886 7000 and 022-2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-voting website?

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can

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proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat **(NSDLor CDSL) or Physical **	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL in your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e voting system.

- How to cast your vote electronically on NSDL e voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is active.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter, etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to officenns@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) can also upload their Board Resolution / Power of Attorney/Authority Letter, etc. by clicking on “Upload Board Resolution/Authority Letter” displayed under “eVoting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer to Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com

Process for those shareholders whose email-ids are not registered with the depositories for procuring user-id and password and registration of e-mail ids for e-Voting for the resolution set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to irg@integratedindia.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to irg@integratedindia.in. If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login -

method explained at step 1 (A ) i.e. Login method for e voting for individual shareholders holding securities in demat mode .

1. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user-id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

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Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. : 1

The Board of Directors on the recommendation of Nomination and Remuneration Committee at its meeting held on 06 November 2023 has appointed Mr. Atul Khosla as an Additional Director in the category “Non-Executive Independent Director” with effect from 06 November 2023. Pursuant to Regulation 17(1)(c) of SEBI Listing Regulations appointment of Mr. Atul Khosla is subject to the approval of shareholders of the Company to be taken within three months from the date of appointment by the Board of Directors. It is therefore proposed to obtain approval of shareholders by means of a Special Resolution to be passed through Postal Ballot for appointing Mr. Atul Khosla as an Independent Director of the Company for a term of five years from 06 November 2023 until 05 November 2028. Brief profile of Mr. Atul Khosla is given below:

Mr. Atul Khosla, aged 65 years, completed his Bachelor of Engineering with a major in Mechanical Engineering from NIT, Sambalpur University, Rourkela, Odisha, India. He has also undergone several top management level executive programmes at IMD Lausanne, Business Management Programme at S.P. Jain Institute of Management & Research and Cement Masters programme at Lyon.

Mr. Khosla has 40 years of experience in the industry. He started his career with Larsen and Toubro Ltd. and after over 20 years moved to Lafarge India. Thereafter, he joined Holcim (ACC) and oversaw the plant operations and subsequently oversaw the projects of the entire group till he joined CRH Plc. as Managing Director for their India operations.

He is a strategic visionary, business leader, technocrat, cross functional manager with almost four decades of hands-on experience in the Cement industry, leading for business excellence. He is innovative and entrepreneurial and has worked with the leading Global and Indian companies.

The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Atul Khosla, for the office of Director of the Company.

Mr. Atul Khosla has given his consent to act as an Independent Director of the Company and has also furnished a declaration to the Board of Directors that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further as per his declaration, he is not disqualified to be appointed as a Director under Section 164 of the Companies Act, 2013.

The Board of Directors after verifying the veracity of the declarations furnished by Mr. Khosla hereby confirms that he fulfils the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that he is also independent of the management of the Company for his appointment as an Independent Director.

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In the opinion of the Board, Mr. Atul Khosla is a person of integrity and his appointment as an Independent Director of the Company would be in the best interest of the Company taking into consideration his educational & professional background, skills, rich & vast experience and extensive knowledge about the cement industry, which are also aligned with the positive attributes, role and competencies identified by the Nomination & Remuneration Committee for effective discharge of the duties, roles and functions entrusted to Independent Directors under the Companies Act, 2013 and the SEBI Listing Regulations.

Copy of letter of appointment issued to him setting out the terms and conditions of his appointment is available for inspection at the Registered Office of the Company by any member during normal business hours of the Company on any working day. The same has also been posted on the website of the Company.

The Board at its meeting held on 06 November 2023 has also appointed Mr. Atul Khosla as a member of all the Board level committees namely, Audit Committee, Nomination and Remuneration Committee, CSR Committee, Risk Management Committee and Stakeholders’ Relationship Committee. He does not hold any equity shares in the Company. The Board of Directors has recommended the appointment of Mr. Atul Khosla as an Independent Director for approval by the members through the Special Resolution contained in the Notice of Postal Ballot.

He is not related to any other Director or Key Managerial Personnel of the Company or their relatives.

Except Mr. Atul Khosla, none of the other Directors, Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in the proposed resolution. This explanatory statement may also be regarded as a disclosure pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings are set out at annexure to this notice.

By Order of the Board

Sd/Date : 06 November 2023 Rajesh Relan Place : Gurugram Sr. Vice President- Corporate Affairs & Company Secretary

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ANNEXURE TO THE NOTICE OF POSTAL BALLOT

Details of Director proposed to be appointed through Postal Ballot [Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings]

Name of Director	Mr. Atul Khosla
DIN	06476856
Date of Birth	11 February 1958
Brief Resume	Refer explanatory statement of Item No. 1
Date of First Appointment on the Board	06 November 2023
Nature of expertise in specific functional area(s)	Refer explanatory statement of Item No. 1
Qualifications	Refer explanatory statement of Item No. 1
Shareholding in the Company (including shareholding as a beneficial owner)	Nil
Terms and Conditions of Appointment	Refer explanatory statement of Item No. 1
Managerial Remuneration last drawn	Not Applicable
Remuneration proposed to be paid	Mr. Khosla will receive sitting fee for attending the meetings of Board of Directors and its Committees.
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Not related to any other Director or Key Managerial Personnel of the Company or their relatives.
No. of Board meetings attended during FY24	Not Applicable (No Board Meeting has been convened since the appointment of Mr. Khosla on 06 November 2023).
Directorships held in other Indian public limited companies	Nil
Listed Indian companies from which the person has resigned in the past three years	Nil
Position of Chairperson / Member in the Committees of Directors of other public limited companies in which he is a Director	Nil
Justification for choosing the appointee for appointment as Independent Director	In the opinion of the Board of Directors of the Company, Mr. Khosla’s educational & professional background, skills, rich & vast experience and extensive knowledge about the cement industry will enable him to provide the Board with valuable insights across extensive issues concerning business and governance matters of the Company.