Mangalam Cement Ltd. — Proxy Solicitation & Information Statement 2025

Apr 1, 2025

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MCL/SEC/2025-26 1[st] April, 2025

The Corporate Relations Department The Corporate Relations Department The National Stock Exchange of India Ltd. Department of Corporate Services Exchange Plaza, 5th Floor, BSE Limited Plot No. C/1, G-Block 25th Floor Bandra-Kurla Complex Phiroze Jeejeebhoy Towers Bandra (E), Mumbai 400 051 Dalal Street, Mumbai – 400 001 Security Code : MANGLMCEM Scrip Code: 502157

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Dear Sir(s),

This is furtherance to our letter dated 6[th] February, 2025 informing appointment of Shri Yaswant Mishra (DIN: 00305109), President (Corporate) & CFO of the Company as:-

• a. Additional Director subject to the approval of the Shareholders in the General Meeting / Postal Ballot.

• b. Whole-Time Director of the Company designated as Executive Director of the Company for a period of 5 (Five) Years w.e.f. 6th February, 2025 till 5th February, 2030, subject to the approval of the Shareholders in the General Meeting / Postal Ballot.

In terms of Regulation 30 of the SEBI Listing Regulations, we enclose a copy of Postal Ballot Notice seeking the approval of members for the aforesaid, by way of Special Resolution. In compliance with Ministry of Corporate Affairs General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 03/ 2022 dated 5th May, 2022 and 11/2022 dated 28th December, 2022 , No. 9/2023 dated September 25, 2023 and latest being No. 09/2024 dated 19[th] September, 2024 (collectively the ‘MCA Circulars’ ), this postal ballot notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cutoff date i.e. Friday, 28[th] March, 2025 (“Cut-off date”).

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 commences from 9.00 a.m. (IST) on Wednesday, 2[nd] April, 2025 and ends at 5.00 p.m. (IST) on Thursday, 1[st] May, 2025.

The e-voting module shall be disabled by NSDL thereafter. 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 Cut-off

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date. Communication of assent or dissent of the Members would only take place through the remote e- voting system.

The Notice is also available on the Company’s website www.mangalamcement.com and also on the 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 also on the website of National Securities Depository Limited (NSDL) at https://evoting.nsdl.com. A person who is not a member as on the cutoff date should treat this Notice of Postal Ballot for information purposes only.

This is for your information and record.

Thanking you, For Mangalam Cement Ltd. PAWAN KUMAR Digitally signed by PAWAN KUMAR THAKUR THAKUR Date: 2025.04.01 19:29:27 +05'30' Pawan Kumar Thakur Company Secretary and Compliance Officer Encl. as above

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MANGALAM CEMENT LTD.

CIN: L26943RJ1976PLC001705 Regd. Office: P.O. Aditya Nagar - 326520, Morak, Distt. Kota (Raj.) Phone: 07459-233127, Fax No.: 07459-232036

E-mail: shares@mangalamcement.com Website: www.mangalamcement.com

NOTICE OF POSTAL BALLOT

(Pursuant to Sections 108and110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and MCA Circulars as defined below) as amended

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Sections108,110 and other applicable provisions, if any, of the Companies Act, 2013, ( ‘Act’ ) (including any statutory modification or reenactment thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, ( ‘Rules’ ), as amended from time to time, Regulation 44 and other applicable Regulations, if any of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulation”) and the Secretarial Standard-2 on General Meetings issued by The Institute of Company Secretaries of India ( ‘SS-2’ ), and other applicable laws, rules and regulations each as amended, to transact the special business as set out hereunder by passing Resolutions through Postal Ballot only by voting through electronics means (“Postal Ballot”).

The Members may note that the Ministry of Corporate Affairs (“MCA”) vide its General Circulars Nos. 14/2020 dated 8[th ] April, 2020, read with General Circulars No.17/2020 dated 13[th ] April, 2020, NO. 22/2020 dated 15[th ] June, 2020, No. 33/2020 dated 28[th ] September, 2020, No. 39/2020 dated 31[st ] December, 2020, No. 10/2021 dated 23[rd] June, 2021, No. 20/2021 dated 8[th ] December, 2021, No. 03/2022 dated 5[th ] May, 2022, No. 11/2022 dated 28[th ] December, 2022, No 09/2023 dated 25[th ] September, 2023 and latest being No. 09/2024 dated 19[th ] September, 2024 and other applicable circulars (Collectively the “MCA Circulars”) have allowed the companies to take all decisions requiring members approval, other than items of ordinary business or business where any person has right to be heard, through the mechanism of Postal Ballot/ remote e-voting in accordance with the provisions of the Act and Rules, without holding the General Meeting that requires physical presence of members at a common venue.

The Company has engaged the services of NSDL for facilitating e-Voting in order to enable the Members to cast their votes electronically. You are requested to carefully read the instructions in this Postal Ballot Notice and record your assent (FOR) or dissent (AGAINST) through the remote e- Voting process not later than 5:00 PM IST on Thursday, 1[st] May, 2025, failing which it will be strictly considered that no reply has been received from the Member.

The Company has, in compliance with Rule 22(5) of the Rules, appointed CS Akshit Kumar Jangid, Partner, Pinchaa & Co. Company Secretaries having Membership No. FCS 11285 and C.P. No. 16300 as “Scrutinizer” to scrutinize the Postal Ballot process in a fair and transparent manner. CS Akshit Kumar Jangid has consented to act as the Scrutinizer for this Postal Ballot process. After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman of the Company, or a person authorized by the Chairman, within 2 (two) working days. The result of the Postal Ballot will be announced on or before Saturday, 3[rd] May, 2025 and will be displayed at the Company’s website www.mangalamcement.com besides communicating to the stock exchanges and depositories. The Company will also display the results of the Postal Ballot at its Registered Office. The last date for receipt of votes through e-Voting, i.e., Thursday, 1[st] May, 2025 shall be deemed to be the date of passing of the resolutions, if passed by requisite majority in accordance with SS-2 on General Meetings.

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The Board of Directors of the Company proposes to obtain the consent of the Members by way of Postal Ballot for the matters as considered in the Resolutions appended below.

In accordance with the said MCA Circulars and applicable provisions of the Act and SEBI (LODR) Regulations, this Postal Ballot Notice along with the Explanatory Statement is being sent in electronic mode to those members whose e-mail address is registered with the Company or the Depository Participant(s) or Registrar and Share Transfer Agent (“RTA”).

The Resolutions proposed to be passed through Postal Ballot through e-Voting together with the Explanatory Statements setting out the material facts are as follows:

Item No. 1:

Appointment of Shri Yaswant Mishra (DIN: 00305109) as Director

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

“ RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Shri Yaswant Mishra, (DIN 00305109 ), who was appointed as an Additional Director by the Board of Directors of the Company w.e.f. 6[th ] February, 2025 and who holds office upto the date of ensuing General Meeting and who is eligible for appointment and in respect of whom a notice has been received from a Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director be and is hereby appointed as a Director of the Company, liable to retire by rotation;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (including any Committee thereof) and/or Company Secretary of the Company be and are hereby severally authorised to do all acts, deeds, matters, things, and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Item No. 2

Appointment of Shri Yaswant Mishra (DIN: 00305109) as an Executive Director of the Company.

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

“ RESOLVED THAT pursuant to the provisions of Sections 152, 161, 196, 197, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)and the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and the provisions of the Articles of Association of the Company and subject to such sanctions, approvals and permissions as may be necessary, consent of the Members of the Company be and is hereby accorded to the appointment of Shri Yaswant Mishra, (DIN: 00305109), as a Whole-time Director and designate him as an Executive Director of the Company, liable to retire by rotation for a period of 5 (five) years commencing from 6[th ] February, 2025 to 5[th ] February, 2030 as

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recommended by the Nomination & Remuneration Committee and approved by the Board of Directors at their respective meetings held on 6[th ] February, 2025 on the following terms and conditions:

A. Remuneration (CTC):

Total Remuneration of Rs. 2,60,00,000/- (Rupees Two Crore Sixty Lakhs only) per annum with such revision as the Board may approve from time to time .

B. Perquisites:

(i) Provident Fund and Superannuation Fund:

Company’s contribution to Provident Fund and Superannuation Fund as per the applicable laws and in accordance with the rules of the Company.

(ii) Gratuity:

Gratuity at the rate of half month’s salary for each completed year of service and this appointment shall be considered as continuity of Service of Shri Yaswant Mishra in the Company.

(iii) Leave:

Entitlement for leave with full pay as per the rules of the Company and encashment of leave at the end of the tenure as per the rules of the Company and this appointment shall be considered as continuity of service of Shri Yaswant Mishra in the Company.

(iv) Leave Travel Concession:

Reimbursement of all the expenses incurred for self and family during the leave/ holiday travel periods, whenever undertaken as per Company’s rule for an amount not exceeding basic salary of one month.

(v) Medical reimbursement:

As per Policy of the Company.

(vi) Personal Accidental Policy:

All expenses incurred in relation to the personal accidental policy shall be reimbursed as per the Company’s rule.

(vii) Club Facilities:

Reimbursement of amount incurred for three (3) club facilities including admission fees as per the applicable rules of the Company.

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(viii) Car Facility:

Company car with chauffeur shall be provided, as per rules of the Company.

(ix) Other Perquisites:

Subject to overall ceiling on remuneration mentioned herein above, he may be given any other allowances, benefits and perquisites as the Board of Directors of the Company may, from time to time, decide.

• (x) Sitting Fee: No sitting fee shall be paid to Shri Yaswant Mishra for attending the meetings of Board of Directors of the Company or any Committees thereof; and

• (xi) Reimbursement of Expenses: Reimbursement of all entertainment, travelling, hotel and other expenses incurred by Shri Yaswant Mishra during the course of his employment in connection with the business of the Company;

Explanation:

Perquisites shall be evaluated as per Income Tax Rules, wherever applicable and in the absence of any such rule, perquisites shall be evaluated at actual cost.

C. Amenities:

He may be given amenities such as conveyance facilities, telephone etc on actuals.

Minimum Remuneration : In the event of inadequacy or absence of profits in any financial year during his tenure, Shri Yaswant Mishra (DIN: 00305109), will be entitled to the remuneration as approved by the Board from time to time along with the perquisites/benefits mentioned above and approved by the Board from time to time by way of minimum remuneration in accordance with the provisions of sections 197, 198 and other applicable provisions of the Act and rules made thereunder (including any statutory modification(s) or re-enactment thereof read with schedule V to the Act and applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015;

RESOLVED FURTHER THAT as Whole-time Director, he shall be liable to retire by rotation u/s 152(6) of the Companies Act, 2013, however, if re-appointed as Director immediately on retirement by rotation, he shall continue to hold his office of Whole-time Director and such re-appointment as Director shall not be deemed to constitute a break in his appointment as Whole-time Director;

RESOLVED FURTHER THAT the terms and conditions of appointment of Shri Yashwant Mishra (DIN: 00305109) may be altered or varied from time to time by the Board of Directors in such manner as may be mutually agreed, subject to such approvals as may be required and within the applicable limits of the Companies Act, 2013;

RESOLVED FURTHER THAT pursuant to section 190 of the Companies Act, 2013, an Agreement or Memorandum setting the terms and conditions of appointment, remuneration and other provisions be entered into between the Company and Shri Yaswant Mishra (DIN: 00305109) with liberty to the Board of Directors of the Company to alter and vary from time-to-time terms and conditions of appointment including remuneration and/or agreement as the Board of Directors may

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deem fit and as agreed by Shri Yaswant Mishra (DIN: 00305109), Whole-time Director of the Company;

RESOLVED FURTHER THAT Shri Yaswant Mishra, will continue as Chief Financial Officer of the Company;

RESOLVED FURTHER THAT the Board based on the recommendation of the Nomination and Remuneration Committee of the Board, be and is hereby authorized to provide annual increment payable to Shri Yaswant Mishra (DIN: 00305109) during tenure of his appointment in accordance with the Policy for Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management adopted by the Board and subject to the same being in line with the limits set out under the Act, read with Schedule V thereto as amended from time to time and as approved by the shareholders;

RESOLVED FURTHER THAT Board be and is hereby authorized to do all such acts, deeds, matters, and things as may be necessary, proper or expedient to give effect to this resolution and to settle any question, difficulty or doubt that may arise in this regard without requiring the Board to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (including any Committee thereof) and/or Company Secretary of the Company be and are hereby severally authorised to do all acts, deeds, matters, things, and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Place: Kolkata Date: 6[th] February, 2025

By order of the Board

Sd/ Registered Office: Pawan Kumar Thakur P.O. Aditya Nagar, Morak-326520 Distt. Kota Company Secretary (Rajasthan) Membership No. FCS 6474

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NOTES:

• (1) The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for proposed resolutions are annexed hereto.

• (2) In terms of Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the Special/Ordinary Resolutions contained in the Postal Ballot Notice is sought through Postal Ballot (e-Voting).

• (3) The Board of Directors of the Company has appointed CS Shri Akshit Kumar Jangid, Practicing Company Secretary (Membership No. FCS 11285; C.P. No. 16300), Practicing Company Secretary, as the Scrutinizer to conduct the Postal Ballot through Remote e-Voting process in a fair and transparent manner.

• (4) The Scrutinizer will after conclusion of Remote e-Voting, unblock the votes cast through Remote e- Voting in the presence of at least two witnesses not in the employment of the Company and submit their report to the Chairman of the Company and/or the Company Secretary and Compliance Officer duly authorized by him and shall declare/announce the result of the Postal Ballot on or before Saturday, 3rd May, 2025. The Scrutinizer’s decision on the validity of votes cast through Postal Ballot will be final and binding. The results so declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.mangalamcement.comas well as on the website of NSDL at www.evoting.nsdl.com and shall also be communicated/forwarded to BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed.

• (5) All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-Voting process. Members seeking to inspect such documents can send an email to shares@mangalamcement.com.

• (6) Shri Pawan Kumar Thakur, Company Secretary and Compliance Officer of the Company is the officer authorised to ensure smooth conduct of the e-Voting.

• (7) In compliance with the MCA Circulars, the Notice is being sent by electronic mode alone to those Members whose names appear in the Register of Members / List of Beneficial Owners maintained by the Company and as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company / depository participant(s), as on Friday, 28[th] March, 2025 (“Cut-off Date”) for Members whose email addresses are not registered with the Company or with their Registrar and Share Transfer Agent (RTA) or with their respective Depository Participant(s) (DPs) and who wish to receive the Postal Ballot Notice and all other communications from time to time, can get their email addresses registered by the steps given under “General Guidelines for Shareholders”.

• (8) As per the MCA and SEBI Circulars, physical copies of the Notice, postal ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-Voting only.

• (9) Any member who did not receive the Postal Ballot Notice may either send an email to the Company at shares@mangalamcement.comor write to RTA’s email address at investor@massserv.com.

• (10) The instructions for Remote e-Voting are as under:

• (i) In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules 2014, Regulation 44 of the Listing Regulations, MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD/CIR/ P/2020/242 dated December 9, 2020 in relation to e-Voting facility provided by Listed Entities, the Company has provided the facility of remote e-Voting to all members, to enable them to cast their votes

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electronically. The Company has engaged the services of NSDL to provide remote e-Voting facility to its members.

• (ii) 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 Friday, 28[th] March, 2025 (“Cut-off Date”). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes by Remote e-Voting. A person who is not a member as on the Cut-off date should treat this Postal Ballot Notice for information purposes only.

• (iii) The Remote e-Voting period commences from 9:00 AM IST on Wednesday, 2[nd] April, 2025 , and ends at 5:00 PM IST on Thursday, 1[st] May, 2025 . The e-Voting module shall be disabled by NSDL thereafter. Once the vote on the resolution is cast by the member, he/she shall not be allowed to change it subsequently.

• (iv) The Resolution, as set out in the Postal Ballot Notice, if passed by requisite majority of the members, will be deemed to have been passed on the last date of e-Voting, i.e., Thursday,1[st] May, 2025 and shall be deemed to have been passed as if they have been passed at a General Meeting of the members.

• (v) The details of the process and manner for Remote e-Voting are explained herein below:

- Steps for 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 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. 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. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services 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 the Company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website ofNSDL for casting yourvote duringthe

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Type of Shareholders	Login Method
	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 hold 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 eVoting Service Provider, i.e., NSDL and you will be redirected to eVoting 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.
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. The 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 user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the eVoting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the evoting option, the user will be able to see e- Voting page of the e-Votingserviceprovider for

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Type of Shareholders	Login Method
	casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all eVoting 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 and Email as recorded in the Demat Account. After successful authentication, user will be able to see the eVoting option where the evoting is in progress and also able to directly access the system of all e-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 Forget User ID and Forget Password option available at respective websites.

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 at evoting@nsdl.com or call at 022 -4886 7000 and 022-2499 7000
Individual Shareholders holding securities in dematmode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com orcontact at toll freeno.18002255 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.?

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

4. Your User ID details are given below:

Manner of holding shares i.e Demat (NSDLorCDSL)	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 is12**

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

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

• 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.

• 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 from 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.

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

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• 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.

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

• 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 .

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

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

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

• 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 in active status.

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.

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 ppincha@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 Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login .

1. 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.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- Voting user manual for Shareholders available at the Download Section of www.evoting.nsdl.com or

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call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Manager, 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 email ids for e-Voting for the resolutions set out in this notice:

1. In case shares are held in physical mode, please send ISR1 to RTA with copy of PAN, original cancelled cheque, ISR-2 (If Signature not matched with RTA record.)

2. In case shares are held in demat mode, please update your email id with your Depository Participants and generate password as per instruction given above in e-voting instructions.

3. 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.

4. In terms of SEBI circular dated 9[th] December, 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. Shareholders are required to update their Mobile Number and Email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO.1

The Board of Directors of the Company in its meeting held on 6[th ] February,2025 on the recommendation of Nomination and Remuneration Committee has appointed Shri Yaswant Mishra, ( DIN 00305109 ), as an Additional Director of the Company with effect from 6[th ] February, 2025 .

A notice under Section 160 of the Companies Act, 2013 has been received from a member for proposing the candidature of Shri Yaswant Mishra(DIN 00305109) as a Director of the Company.

Accordingly, in terms of the requirements of the provisions of Companies Act, 2013 approval of the members of the Company is required for regularisation of Shri Yaswant Mishra (DIN 00305109) as Director of the Company. Shri Yaswant Mishra (DIN 00305109) shall be liable to retire by rotation in pursuance of Section 152 and any other provisions of the Companies Act, 2013.

Shri Yaswant Mishra (DIN 00305109) has given his consent (DIR-2) to act as a Director and declaration that he is not disqualified from being appointed as Director (DIR-8) in terms of Section 164 of the Companies Act, 2013. DIR-2, DIR-8 and MBP-1 has been received from Shri Yaswant Mishra (DIN 00305109).

Brief resume of Shri Yaswant Mishra (DIN 00305109), nature of his expertise in functional areas and names of companies in which he holds Directorships and Memberships/Chairmanships of the Board Committees, shareholding and relationships between Directors inter-se as stipulated under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Secretarial Standard-2 and the detail of the Director are provided with the notice as Annexure-A .

Shri Yaswant Mishra (DIN 00305109) is not debarred from holding the office of Director pursuant to any SEBI order or any such statutory authority.

Shri Yaswant Mishra (DIN 00305109) does not hold by himself or for any other person on a beneficial basis, any shares in the Company.

Except Shri Yaswant Mishra (DIN 00305109), being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in this Resolution.

This Explanatory Statement may also be regarded as a disclosure under Listing Regulations with the Stock Exchanges.

The Board of Directors recommends Ordinary Resolution as set out in Item No. 01 of the Notice for approval by the Members.

ITEM NO.2

The Board of Directors of the Company at its meeting held on 6[th] February, 2025 , on the recommendation of Nomination and Remuneration Committee, appointed Shri Yaswant Mishra, ( DIN 00305109 ), Director as Whole-time Director & designated him as an Executive Director of the

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Company, for a period of 5 (five) years with effect from 6[th] February, 2025 till 5[th] February, 2030 , subject to approval of members at the ensuing General Meeting/Postal Ballot of the Company.

Shri Yaswant Mishra (DIN 00305109) aged about 55 years is a qualified Chartered Accountant having 30 years of experience in the field of Corporate Affairs as well as finance functions. He has been working as President (Corporate) & CFO of Mangalam Cement Limited since 2006. He has been associated with B.K. Birla Group of Companies since 1995. He has also headed Cement Division of Kesoram Industries Limited as President (Cement Division).

As recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, the consent of the Members be and is hereby sought to appoint Shri Yaswant Mishra, (DIN 00305109) Director as Whole-time Director and designate him as an Executive Director of the Company, together with payment of remuneration, for a period of 5 (Five) years, commencing from 6[th] February, 2025 to 5[th] February, 2030 , by way of salary, and perquisites and other terms as stated in Resolution No. 2 as set out at Agenda Item No.2 of the accompanying Notice.

The draft Agreement entered into by the Company with Shri Yaswant Mishra (DIN 00305109), Whole-time Director, designated as an Executive Director of the Company is available for inspection through electronic mode, basis the request being sent on shares@mangalamcement.com.

Shri Yaswant Mishra(DIN 00305109), Whole-time Director, designated as an Executive Director of the Company, liable to retires by rotation, in terms of the Articles of Association of the Company.

Pursuant to provisions of the Act and the Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the appointment of Shri Yaswant Mishra(DIN 00305109) as Whole-time Director, designated as Executive Director of the Company, is subject to approval of the members of the Company and same is proposed to be passed by Members of the Company as Special Resolutions through this Postal Ballot.

Shri Yaswant Mishra(DIN 00305109) fulfils the conditions for eligibility of the appointment as contained in Part I of Schedule V of the Act.

Shri Yaswant Mishra(DIN 00305109) has been working as President (Corporate) & CFO of Mangalam Cement Limited since 2006 in a professional capacity and Shri Yaswant Mishra (DIN 00305109) does not hold by himself or for any other person on a beneficial basis, any shares in the Company and he shall continue as Chief Financial Officer of the Company.

Further, his appointment as Whole-time Director, designated as Executive Director will be considered as Key Managerial Personnel in compliance of the provisions of Section 203 of the Act.

Shri Yaswant Mishra(DIN 00305109) has given his consent to act as Whole-time Director, designated as Executive Director of the Company. Shri Yaswant Mishra (DIN 00305109) is not debarred from holding the office of Director pursuant to any SEBI order or any such statutory authority

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The Nomination and Remuneration Committee while recommending his appointment, has considered amongst others, leadership capabilities, expertise in governance, legal compliance, administrative knowledge and experience as the skills required for this role.

The other information as required under Schedule V of Part II of Section II the Act are given below:-

Statements in terms of Schedule V of the Companies Act, 2013 relating to Remuneration payable to Managerial Personnel.

I. GENERAL INFORMATION:

I.	GENERAL INFORMATION:
1	Nature of industry	The Company is engaged in the manufacturing of Cement and Cement Products.
2	Date or expected date of commencement of commercial production	Commercial Production of 0.40 Million Ton Per Annum (MTPA) Cement commenced on 1st March, 1981.
3	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable
4	Financial performance based on given indicators	Particulars	FY 2023-24 (Rs. in Lacs)	FY 2022-23 (Rs. in Lacs)
		Net Income/Revenue from Operations	1,72,548.09	1,80,158.56
		Profit before Tax, Finance Cost & Depreciation	24,090.41	16,335.28
		Less:Finance Costs	6,758.06	6,615.99
		Profit before Depreciation and Tax	17,332.35	9,719.29
		Less: Depreciation	7,421.30	6,947.22
		Profit before Tax	9,911.05	2,772.07
		Less: Provision for Tax	3,939.39	1059.77
		NetProfitAfter Tax	5,971.66	1712.30
		Equity Capital (face valueRs.10)	2,74,97,298	2,74,97,298
		Earning Per Share (Rs.)	21.72	6.23
5	Foreign investments or collaborations,ifany.	The Company did not have any foreign investments or collaborations.

II. INFORMATION ABOUT THE APPOINTEE:

Sr. No. 1	Particulars	Shri Yaswant Mishra (DIN: 00305109) Aged about 55 years, He is a B Com (Hons.) from Seth Anandaram Jaipuria College Kolkata, West Bengal. Besides, he is a qualified Chartered Accountant having 30 years of experience in the field of Corporate Affairs as well as finance functions. He has been working as President (Corporate) & CFO of Mangalam Cement Limited since 2006. He has been associated with B.K. Birla Group of Companies since 1995. He
	Background details

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		has also headed Cement Division of Kesoram Industries Limited as President (Cement Division).
2	Past remuneration	Remuneration drawn as President (Corporate) & CFO of the Company for the Financial Year 2023-24 i.e. Rs. 2.12Crores.
3	Recognition or awards	He was Honoured and awarded CFO Award, 2016 by CFO Innovation Awards for the excellence in ERP transformation as well as ACE Awards, 2016 by SAP India for running real time and live enterprise in the category of Emerging enterprises for Mangalam Cement Limited. He also received various awards including CFO of the Year. He has featured in various magazine and written articles on various platforms.
4	Job profile and his suitability	In the capacity of Whole Time Director of the Company, he shall be responsible for defining and executing business strategy, strengthening governance practices and providing overall leadership to the Company’s operations or such other roles and responsibilities as may be assigned to him by the Board from time to time. Thus, increased responsibilities of the Managerial personnel made it necessary to require foresightedness and expertise of Shri Yaswant Mishra to provide greater assistance to the Management Team.
5	Term & Conditions of appointment & Remuneration proposed	As set out in Resolution No. 2 of the Notice of this Postal Ballot.
6	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)	Taking into consideration the size of the Company, the proposed profile of Shri Yaswant Mishra, the aforesaid remuneration package is commensurate with the remuneration package paid to managerial personnel in other Companies.
7	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.	Besides, the remuneration proposed, Shri Yaswant Mishra does not have any other pecuniary relationship with the Company.
OTHER INFORMATION: 1 Reasons of loss or inadequate profits: There is profit, the information is provided to the Shareholders as an abundant caution for payment of minimum remuneration to the Whole Time Directors of the Company in case of no profit or inadequate profits in any particular year. 2 Steps taken or proposed to be taken for improvement Continuous process being followed by the Company for cost control, efficient power consumption, efforts to reduce the logistic cost and deeper penetration into higher realisation market and expansion of new market. 3 Expected increase All efforts are being undertaken to ensure improved performance

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in productivity and increasing the productivity and profitability of the Company. and profits in However, it is difficult to predict profits in measurable terms. measurable terms.

III. DISCLOSURES:

1	The remuneration package proposed to be given to Shri Yaswant Mishra is as per the details given in the resolution. The Report on Corporate Governance in the Annual Report indicates the remuneration paid to the managerial personnel as well as to all other Directors.
2	There is no severance fee or stock option in the case of the aforesaid managerial personnel. The respective tenure of the aforesaid managerial personnel shall be governed by the resolutions passed by the Shareholders in General Meetings.

All material documents shall be available for inspection electronically without any fee by the Members from the date of dispatch of this notice till the last date for receipt of votes through the remote e-voting process i.e. Thursday, 1[st] May, 2025. Members seeking to inspect such documents can send an e-mail to shares@mangalamcement.com.

Since there has been a considerable increase in the duties and responsibilities performed by the Whole Time Directors and after considering the prevailing managerial remuneration in industry, the Board is of the opinion that considering his background, qualifications Shri Yaswant Mishra brings to the Company, the remuneration offered to them is reasonable and in line with present corporate practice.

Details of Shri Yaswant Mishra as per the requirement of Schedule V of the Act, Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meeting (SS-2) is provided in Annexure A for item No 1 & No. 2 to the accompanying Notice.

Keeping in view the above, consent of the Members for appointment of Shri Yaswant Mishra as Whole-time Director, designated as an Executive Director of the Company, is sought by way of Special Resolution , as set out in the resolution in Item No. 02 of the accompanying Notice.

Except Shri Yaswant Mishra, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in this Resolution.

The Board of Directors of the Company recommend passing of the Special Resolution as set out at Item No. 02 of the Notice.

Place: Kolkata By order of the Board Date: 6[th] February, 2025 Sd/ Registered Office: Pawan Kumar Thakur P.O. Aditya Nagar, Morak-326520 Distt. Kota Company Secretary (Rajasthan) Membership No. FCS 6474

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Annexure-A

SN	**Nature of Information **	Item No. 1& 2of Notice
1	Name	Shri YaswantMishra (DIN: 00305109)
2	Date of Birth / Age	1stJanuary, 1970 (55Years)
3	Nationality	Indian
4	Date of First Appointment on the Board	6thFebruary,2025
5	Qualification	Chartered Accountant
6	Experience and Nature of expertise in specific functional area	Shri Yaswant Mishra is a qualified Chartered Accountant having 30 years of experience in the field of Corporate Affairs as well as finance functions. He has been working as President (Corporate) & CFO of Mangalam Cement Limited since 2006. He has been associated with B.K. Birla Group of Companies since 1995. He has also headed Cement Division of Kesoram Industries Limited as President (Cement Division). He was also Honored and awarded CFO Award, 2016 by CFO Innovation Awards for the excellence in ERP transformation as well as ACE Awards, 2016 by SAP India for running real time and live enterprise in the category of Emerging enterprises for Mangalam Cement Limited. He also received various awards including CFO oftheYear.
7	Relationship with other Directors, Manager and other Key Managerial Personnel of the company	Nil
8	Shareholding in the Company (including as BeneficialOwner)	Nil
9	No. of Board meetings attended during the year	FY 2023-24: NIL FY 2024-25: One Appointed as Additional Director / Whole Time Director designated as Executive Director & CFO w.e.f.6thFebruary, 2025.
10	Directorship in other Companies	Mangalam Pragati Foundation–Director AVA Trading and Consulting Private Limited – Director Chirag Plastics Private Limited–Director
11	Chairmanship / Membership of Committee of Board of Directors of the Company	Nil
12	Chairmanship / Membership of Committee of Board of Directors of otherCompanies	Nil
13	Listed entities from which the person has resignedinpast three years	Nil
14	Terms and conditions of appointment / re-appointment along with details of remuneration sought to bepaid	As enumerated above.
15	Remuneration last drawn, if any	Remuneration drawn as President (Corporate) &CFO of the CompanyfortheFinancial Year 2023-24 i.e.Rs.2.12Crores.
16	Skills and capabilities required for the role and manner in which the requirements are met with and Justification for the appointment	The Nomination and Remuneration Committee has identified among others, Business Management, Operations, Finance & General Management as the skills required for the role of Director. Shri Yaswant Mishra has the said requisite skills and capabilities for the Role of the Whole-time Director of the Company.

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