NMDC Ltd — AGM Information 2024

Sep 24, 2024

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No.18(5)/2024-Sectt. 24.09.2024

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

Dear Sir / Madam,

Sub: Proceedings of 66[th] Annual General Meeting of NMDC Limited held on 24[th] September 2024 – Reg.

Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; BSE Equity Scrip ID: 526371, NSE Security ID: NMDC.

The 66[th] Annual General Meeting (AGM) of NMDC Limited was held on Tuesday the 24[th] September 2024 at 11.30 (A.M.) hours IST through video conferencing ("VC") / Other Audio Visual Means ("OAVM"). Please find attached the proceedings of 66[th] AGM pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The AGM started at 1130 hrs. IST and concluded at 1255 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 Digitally signed PRAVIN by PRAVIN SHEKHAR SHEKHAR Date: 2024.09.25 00:35:15 +05'30'

(Pravin Shekhar) Company Secretary

Encl:- As above.

NMDC Limited

Proceedings of 66[th] Annual General Meeting held on 24[th] September 2024 at 11:30 AM

The 66[th] Annual General Meeting (AGM) of NMDC Limited was held on Tuesday the 24[th] day of September 2024 at 11.30 (A.M.) hrs. IST through video conferencing ("VC") / Other Audio Visual Means ("OAVM").

The deemed venue for 66[th ] AGM being the Registered Office of the Company at 10-3311/A, Khanij Bhavan, Castle Hills, Masab Tank, Hyderabad - 500028, Telangana.

Total number of Shareholders as on record date (17/09/2024): 9,94,997

Members present through Video Conferencing: 104

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

1. Shri Amitava Mukherjee, CMD (Addl. Charge) & Director (Finance) - Joined from Hyderabad

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

3. Shri Vinay Kumar, Director (Technical) holding additional charge of Director (Personnel) & Director (Production) – Joined from Hyderabad

4. Dr. Anil Kamble, Independent Director - Joined from Hyderabad

5. Shri Vishal Babber, Independent Director- Joined from Hyderabad

6. Shri Sanjay Singh, Independent Director - Joined from Hyderabad

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. Shri Bhaskara Murthy, M/s Aarthi Consultants Private Limited, Registrar and Share Transfer Agent

3. I. The 66[th] Annual General Meeting (AGM) of NMDC Limited was held on Tuesday the 24[th] day of September 2024 at 11.30 (A.M.) hours IST through video conferencing ("VC") I Other Audio Visual Means ("OAVM"), in compliance with the Ministry of Corporate Affairs General Circular No.09/2023 dated 25[th] September 2023 read with other previous MCA General Circulars and other

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applicable provisions of the Companies Act, 2013 and Circulars issued by the Securities and Exchange Board of India.

• II. Shri Amitava Mukherjee, CMD & Director (Finance) of the Company chaired the proceedings of the meeting and welcomed the Members and their representatives, the Directors, and Auditors, to the 66[th] Annual General Meeting (AGM) 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.

• III. CMD requested Directors to introduce themselves to the Members of the Company. Thereafter Shri V. Suresh, Director (Commercial); Shri Vinay Kumar, Director (Technical) holding additional charge of Director (Personnel) & Director (Production); Dr. Anil Kamble, Independent Director, Shri Vishal Babber, Independent Director & Shri Sanjay Singh, Independent Director introduced themselves one after the other to the Members of the Company.

• IV. Thereafter, Company Secretary welcomed the Members and their representatives, the Directors, Statutory Auditors, Secretarial Auditors and Scrutinizers, Cost Auditors, Internal Auditors, Branch Auditors and the Registrar and Share Transfer Agents to the 66[th] AGM of the Company.

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

• 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 66[th] AGM through VC/OAVM through the NSDL e-Voting system.

• 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.

• 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 (17/09/2024) for a period of 3 days i.e. from 21/09/2024 at 09.00 a.m. to 23/09/2024 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. The Chairman addressed the shareholders highlighting Economic Scenario, Iron Ore Market Dynamics, Physical & Financial Performance, response to the Climate Change and Future Outlook for the Company.

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• X. Company Secretary informed the Members that M/s Varma & Vama, Statutory Auditors have submitted unmodified audit report and does not contain any qualification, reservation or adverse remark for the financial year 2023-24. Further it was informed that C&AG vide letter dated 14.08.2024 had given their comments on the standalone and consolidated financial statements and the Management Replies of the same are annexed at Annexure IX(a) & IX(b) respectively to the Board’s Report for FY 2023-24.

• XI. The report submitted by Secretarial Auditor, M/s B. R. Agrawal & Associates & Co., for the financial year 2023-24 does not contain reservation or adverse remark except relating to composition of the Board of Directors with respect to inadequate number of Independent Directors including Woman Independent Director.

• XII. With the permission of the Members, Annual Report including Notice of 66th AGM of the Company, the Reports of Board of Directors' along with annexures, Financial Statements for the financial year ended 31[st] March 2024, Statutory Auditors' Report, C&AG Report and Secretarial Auditors' Report were taken as read.

• XIII. The following items of business, as set forth in the Notice of 66[th] AGM, were read out at the meeting:-

A. ORDINARY BUSINESS:

• (1) To receive, consider and adopt (a) the Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2024 together with the reports of the Board of Directors, Statutory Auditors and Comptroller and Auditor General of India thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2024 together with the reports of Statutory Auditors and Comptroller and Auditor General of India thereon. (Ordinary Resolution)

• (2) To take note of the payment of interim Dividend of Rs. 5.75 ps. per equity share of Re. 1.00 each already paid and approve the payment of final dividend of Rs. 1.50 ps. per equity share for the financial year 2023-24. (Ordinary Resolution)

• (3) To appoint a Director in place of Shri Amitava Mukherjee (DIN: 08265207), who retires by rotation and being eligible, offers himself for reappointment. (Ordinary Resolution)

• (4) To appoint a Director in place of Shri Abhijit Narendra (DIN: 07851224), who retires by rotation and being eligible, offers himself for reappointment. (Ordinary Resolution)

• (5) To authorize the Board of Directors for fixing the remuneration of Statutory Auditors for the financial year 2024-25. (Ordinary Resolution)

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B. SPECIAL BUSINESS:

• (6) To ratify the remuneration of the Cost Auditors of the Company for the financial year 2024-25. (Ordinary Resolution)

• XIV. Company Secretary allowed Members to speak, who registered themselves as a speaker to express their views/ask questions during the meeting.

• XV. Members asked questions on future prospects, financials, environmental matters, CSR expenditure, risk exposure to the company and general issues about the operations of the Company and CMD & Director (Finance), Director (Commercial) and Director (Technical) suitably replied to the queries raised by the Members.

• XVI. 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.

• XVII. 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 AGM in a fair and transparent manner.

• XVIII. Chairman further informed that the combined result of voting through remote e-voting and e-voting at AGM 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.

• XIX. Chairman also informed that the resolutions, if approved by the Members with requisite majority, shall be deemed as passed effective today i.e., 24[th] September 2024.

• XX. Chairman declared the meeting as closed.

• XXI. 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 and the Registrar and Share Transfer Agents for attending the Meeting.

• XXII. The meeting concluded at 1255 hrs IST. (including 15 minutes allowed for casting votes by the members).

Thanking you, Yours faithfully, for NMDC Limited PRAVIN Digitally signed by PRAVIN SHEKHAR SHEKHAR Date: 2024.09.25 00:35:44 +05'30'

Pravin Shekhar Company Secretary Membership No: ACS 58775

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