NMDC Ltd — AGM Information 2024

Dec 13, 2024

No.18(5)/BCA/2024-Sectt.

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13.12.2024

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Scrip Code - 526371	National Stock Exchange of India Limited Exchange Plaza, C- 1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051 Scrip Code - NMDC	The Calcutta Stock Exchange Limited 7, Lyons Range, Murgighata, Dalhousie, Kolkata - 700001 Scrip Code - 24131

Dear Sir / Madam,

Sub: Proceedings of Extraordinary General Meeting of NMDC Limited held on 12[th] December 2024 – Reg.

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; BSE Scrip Code: 526371; NSE Security ID: NMDC.

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The Extraordinary General Meeting (EGM) of NMDC Limited was held on Thursday, the 12[th] December, 2024 at 11.30 (A.M.) hours IST through video conferencing ("VC")/ Other Audio Visual Means ("OAVM"). Please find attached the proceedings of EGM pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The EGM started at 1130 hrs. IST and concluded at 1240 hrs IST. (including 15 minutes allowed for casting votes by the members).

This is for your information and record please.

Thanking you,

Yours faithfully For NMDC Limited

Date: PRAVIN 2024.12.13 SHEKHAR 11:49:39 +05'30' (Pravin Shekhar) Company Secretary Membership No: ACS 58775

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NMDC Limited

Proceedings of Extraordinary General Meeting held on

Thursday, 12[th] December 2024.

The Extraordinary General Meeting (EGM) of Members of NMDC Limited was held on Thursday, 12[th] day of December 2024 at 11.30 (A.M.) hrs. IST through video conferencing ("VC") / Other Audio Visual Means ("OAVM").

The deemed venue for the said EGM was the Registered Office of the Company at 10-3-311/A, Khanij Bhavan, Castle Hills, Masab Tank, Hyderabad - 500028, Telangana.

Total number of Shareholders as on the Cut-off date (05.12.2024): 9,98,467

Members present through Video Conferencing: 57 (1 Promoter & 56 Public Shareholders)

Directors' present through video conferencing ("VC") I Other Audio Visual Means ("OAVM"):

1. Shri Amitava Mukherjee, Director (Finance) - Joined from New Delhi

2. Shri V. Suresh, Director (Commercial) – Joined from New Delhi

3. Shri Vinay Kumar, Director (Technical) holding additional charge of Director (Personnel) – Joined from New Delhi

4. Shri Joydeep Dasgupta, Director (Production) – Joined from New Delhi

5. Shri Sanjay Singh, Independent Director - Joined from New Delhi

Auditors present through video conferencing ("VC") / other audio visual means ("OAVM"):

1. M/s Varma & Varma, Statutory Auditors

2. M/s B.R. Agrawal & Associates, Secretarial Auditors & Scrutinizers

3. M/s B. Mukhopadhyay & Co., Cost Auditors

4. M/s Tej Raj & Pal, Internal Auditors

In attendance [present through video conferencing ("VC") /Other Audio Visual Means ("OAVM")]:

1. Shri Pravin Shekhar, Company Secretary and Compliance Officer

2. I. The Extraordinary General Meeting (EGM) of NMDC Limited was held on Thursday, 12[th] day of December 2024 at 11.30 (A.M.) hours IST through video conferencing ("VC") / Other Audio Visual Means ("OAVM"), in compliance with the Ministry of Corporate Affairs General Circular No. 09/2024 dated 19[th] September 2024 read with other previous MCA General Circulars and other applicable provisions of the Companies Act, 2013 and Circulars issued by the Securities and Exchange Board of India.

3. II. Shri Amitava Mukherjee, Director (Finance) of the Company chaired the proceedings of the meeting and welcomed the Members and their representatives, the Directors, and Auditors, to the Extraordinary General Meeting (EGM) of the Company and informed that the meeting is being held through video conference (VC) / other audio visual means (OAVM) in accordance with the MCA Circulars, applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

4. III. Shri Amitava Mukherjee, Director (Finance) introduced himself to the Members. Thereafter, Shri V. Suresh, Director (Commercial); Shri Vinay Kumar, Director (Technical) holding additional charge of Director (Personnel), Shri Joydeep Dasgupta, Director (Production) & Shri Sanjay Singh, Independent Director introduced themselves one after the other to the Members of the Company.

5. IV. Company Secretary welcomed the Members and their representatives, Directors, Statutory Auditors, Secretarial Auditors and Scrutinizer, Cost Auditors, Internal Auditors and Branch Auditors to the EGM of the Company.

6. V. Company Secretary confirmed the presence of requisite quorum and thereafter Chairman and Managing Director called the meeting to be in order.

7. VI. Company Secretary informed Members that in compliance with provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and the Circulars issued by the Ministry of Corporate Affairs and SEBI, the Company has provided the facility to attend/join the EGM through VC/OAVM through the NSDL e-Voting system.

8. VII. Company Secretary informed to Members about availability of the Registers of Directors and KMP and their Shareholding, Register of Contracts and other related documents for inspection electronically.

9. VIII. Company Secretary informed Members that in compliance with provisions of SEBI (LODR) Regulations, 2015, the Companies Act, 2013 and the Circulars issued by the Ministry of Corporate Affairs, the Company has provided remote e- voting facility through National Securities Depository Limited (NSDL) to the members as on the cut-off date (5[th] December 2024) for a period of 3 days i.e. from 9[th] December 2024 (09.00 a.m.) to 11[th] December 2024 (5.00 p.m.). The Company has also provided the facility to vote, through NSDL e-Voting system, available during the AGM to the Members, who are present at the AGM through

VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting, to enable them to cast their vote electronically on the items mentioned in the Notice of AGM.

• IX. Thereafter, Chairman addressed the shareholders highlighting the financial performance of the company during 1[st] Half of the FY 2024-25, Dividend Yield, resolutions proposed in the EGM & commitment towards socio-economic development and creating long term value for all its stakeholders.

• X. With the permission of the Members, Notice of EGM of the Company were taken as read.

• XI. The following items of Special business, as set forth in the Notice of EGM, were read out at the meeting:-

SPECIAL BUSINESS:

• Resolution No. 1 - Appointment of Shri Subodh Kumar Singh (DIN: 01863607) as Government Director on the Board.

• Resolution No. 2 - Approval for increase in Authorised Share Capital and consequent alteration of capital clause of Memorandum & Articles of Association of the Company.

• Resolution No. 3 - Approval for issue of Bonus Shares to the Shareholders of the Company.

• Resolution No. 4 - Appointment of Shri Joydeep Dasgupta (DIN: 10837095) as Director (Production) on the Board.

• XII. Thereafter, those Members, who registered themselves as a Speaker, were invited to express their views/ask questions during the meeting.

• XIII. Members commented / enquired about the business performance, future prospects, dividend policy in view of the bonus issue and other related issues and the same were suitably replied by the Chairman.

• XIV. Company Secretary instructed the moderator to keep the e-voting window open for another 15 minutes and requested the Members who had not already cast their vote to cast their vote.

• XV. Chairman informed Members that M/s B R Agrawal & Associates, Company Secretaries have been appointed as the Scrutinizer to scrutinize the remote e- voting process and voting during EGM in a fair and transparent manner.

• XVI. Chairman further informed that the combined result of voting through remote e-voting and e-voting at EGM and the Scrutinizer's Report will be placed on the website of the Company and on the website of NSDL and also will be communicated to the Stock Exchanges.

• XVII. Chairman also informed that the resolutions, if approved by the Members with requisite majority, shall be deemed as passed effective today i.e., 12[th] December 2024.

XVIII. Chairman declared the meeting as closed.

• XIX. Company Secretary proposed vote of thanks to the Chairman, Directors, the Members and their representatives, Statutory Auditors, Secretarial Auditors, Cost Auditors, Internal Auditors, Branch Auditors & Scrutinizer for attending the Meeting.

• XX. The meeting concluded at 1240 hrs IST. (including 15 minutes allowed for casting votes by the members).

Thanking you, Yours faithfully, for NMDC Limited

Date: PRAVIN 2024.12.13 SHEKHAR 11:50:16 +05'30' Pravin Shekhar Company Secretary Membership No: ACS 58775