NMDC Ltd — AGM Information 2025

Aug 28, 2025

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No.SEA2025044	No.SEA2025044				28th August 2025
	BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Scrip Code – 526371 Through BSE Listing Centre		National Stock Exchange of India Limited Exchange Plaza, C- 1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051 Scrip Code – NMDC Through NEAPS		The Calcutta Stock Exchange Limited 7, Lyons Range, Murgighata, Dalhousie, Kolkata - 700001 Scrip Code – 24131 Through Listing Compliances CSE India

Dear Sir/ Madam,

• Sub: Proceedings of 67[th] Annual General Meeting of NMDC Limited held on 28th August 2025 – Reg.

Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The 67[th] Annual General Meeting (AGM) of NMDC Limited was held on Thursday the 28th August 2025 at 1130 hours IST through video conferencing ("VC") / Other Audio Visual Means ("OAVM"). Please find attached the proceedings of 67[th] AGM pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The AGM started at 1130 hours IST and concluded at 1316 hours 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

PRAVIN Digitally signed by PRAVIN SHEKHAR SHEKHAR Date: 2025.08.28 23:46:15 +05'30'

(Pravin Shekhar) Company Secretary & Compliance Officer

Encl:- As above.

_______________ दूरभाष /Phones: 040-235387 13-21 (9 Lines), 23538723, 23538767 फै� /Fax: +91-40-23538711 ई - मेल E-mail: hois@nmdc.co.in वेबसाइट Website: www.nmdc.co.in

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NMDC LIMITED

Proceedings of 67[th] Annual General Meeting held on 28[th] August 2025 at 11.30 A.M. (IST)

The 67[th] Annual General Meeting (AGM) of NMDC Limited was held on Thursday, 28th August 2025 at 11.30 A.M. (IST) through video conferencing ("VC") / Other Audio Visual Means ("OAVM").

The deemed venue for 67[th ] AGM being 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 record date (Cut-off 21.08.2025): 11,74,568

Members present through Video Conferencing: 123

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

1. Shri Amitava Mukherjee, CMD – Joined from Hyderabad

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

3. Shri Vinay Kumar, Director (Technical) – Joined from Hyderabad

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

5. Smt Priyadarshini Gaddam, Director (Personnel) & Director (Finance) Addl. Charge – Joined from Hyderabad

6. Shri Sanjay Tandon, Independent Director – Joined from Chandigarh

7. Shri Bharat Baburao Patil, Independent Director – Joined from Hyderabad

8. Shri Mahendra Singh Rao, Independent Director – Joined from Hyderabad

9. Shri Achal Kumar Sinha, Independent Director – Joined from Hyderabad

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

1. M/s Varma & Vama, Statutory Auditors

2. Shri D Hanumanta Raju, M/s D Hanumanta Raju & Co., 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, NMDC Limited.

2. Shri G Jagan Mohan, CEO, M/s Aarthi Consultants Private Limited, Registrar and Share Transfer Agent.

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• I. The 67[th] Annual General Meeting (AGM) of NMDC Limited was held on Thursday the 28[th] August 2025 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. 09/2024 dated 19th 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.

• II. Shri Amitava Mukherjee, CMD of the Company chaired the proceedings of the meeting and welcomed the Members and their representatives, the Directors, and Auditors, to the 67[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 Vishwanath Suresh, Director (Commercial); Shri Vinay Kumar, Director (Technical); Shri Joydeep Dasgupta, Director (Production); Smt Priyadarshini Gaddam, Director (Personnel); Shri Sanjay Tandon, Independent Director; Shri Bharat Baburao Patil, Independent Director; Shri Mahendra Singh Rao, Independent Director; and Shri Achal Kumar Sinha, 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 67[th] AGM of the Company.

• V. Company Secretary informed about receipt of nomination of Representative of President of India, Shri G Sarathy Raja, Deputy Secretary, Ministry of Steel, Govt. of India for the 67[th] Annual General Meeting.

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

• VII. 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 67[th] AGM through VC/OAVM through the NSDL e-Voting system.

• VIII. 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.

• IX. 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 cutoff date (21.08.2025) for a period of 3 days i.e. from 25.08.2025 at 09.00 a.m. to 27.08.2025 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

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through remote e-Voting, to enable them to cast their vote electronically on the items mentioned in the Notice of AGM.

• X. The Chairman delivered his Speech highlighting the prevailing economic scenario, iron ore market dynamics, the Company’s physical and financial performance, ESG Commitments, our initiatives towards climate change, CSR Initiatives and the futuristic roadmap for growth and prosperity.

• XI. 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 2024-25. C&AG vide letter dated 06.08.2025 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 at Page no. 217 & 219 to the Board’s Report for FY 2024-25. The report submitted by Secretarial Auditor, M/s B.R. Agrawal & Associates, for the financial year 2024-25 contains qualifications and does not contain reservation or adverse remark. The qualifications in the Secretarial Audit report are relating to the composition of the Board of Directors with respect to inadequate number of Independent Directors including Woman Independent Director. With the permission of the Members, Annual Report including Notice of 67[th] AGM of the Company, the Reports of Board of Directors' along with annexures, Financial Statements for the financial year ended 31[st] March 2025, Statutory Auditors' Report, C&AG Report and Secretarial Auditors' Report were taken as read.

• XII. The following items of business, as set forth in the Notice of 67[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 31[st] March 2025 together with the reports of the Board of Directors, Statutory Auditors and Comptroller & Auditor General of India thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2025 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 ₹2.30 per equity share of face value of ₹1.00 each already paid and approve the payment of final dividend of ₹1.00 per equity share of face value of ₹1.00 each for the financial year 2024-25. (Ordinary Resolution)

• (3) To appoint a Director in place of Shri Vishwanath Suresh (DIN: 10059734), who retires by rotation and being eligible, offers himself for re-appointment. (Ordinary Resolution)

• (4) To appoint a Director in place of Shri Vinay Kumar (DIN: 10172521), who retires by rotation and being eligible, offers himself for re-appointment. (Ordinary Resolution)

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• (5) To authorize the Board of Directors for fixing the remuneration of Statutory Auditors for the financial year 2025-26. (Ordinary Resolution)

B. SPECIAL BUSINESS:

• (6) To appoint Smt. Priyadarshini Gaddam (DIN: 10977645) as Director (Personnel) on the Board of the Company. (Ordinary Resolution)

• (7) To appoint Shri Amitava Mukherjee (DIN: 08265207) as the Chairman & Managing Director of the Company. (Ordinary Resolution)

• (8) To re-appoint Shri Sanjay Tandon (DIN: 00484699) as Non-Official Independent Director on the Board of the Company. (Special Resolution)

• (9) To appoint Shri Mahendra Singh Rao (DIN: 11112103) as Non-Official Independent Director on the Board of the Company. (Special Resolution)

• (10) To appoint Shri Bharat Baburao Patil (DIN: 01709981) as Non-Official Independent Director on the Board of the Company. (Special Resolution)

• (11) To appoint Shri Ashish Chatterjee (DIN: 07688473) as Government Director on the Board of the Company. (Special Resolution)

• (12) To appoint Shri Achal Kumar Sinha (DIN: 11186445) as Non-Official Independent Director on the Board of the Company. (Special Resolution)

• (13) To ratify the remuneration of the Cost Auditors of the Company for the financial year 2025-26. (Ordinary Resolution)

• (14) To appoint Secretarial Auditor of the Company. (Ordinary Resolution)

• XIII. Thereafter, the shareholders who had pre-registered themselves as 'Speakers' for the AGM, were invited to share their views with the management and ask their questions. The shareholders appreciated the financial and operational performance of the Company and dividend(s) / Bonus Issue declared during the Financial Year.

• XIV. Members asked questions on future prospects, financials, environmental matters and general issues about the operations of the Company and CMD & Functional Directors suitably replied to the queries raised by the Members.

• XV. 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.

• XVI. CMD informed Members that Shri D. Hanumanta Raju, Company Secretary is appointed as the Scrutinizer to scrutinize the remote e- voting process and voting during AGM in a fair and transparent manner.

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• XVII. CMD 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.

• XVIII. CMD also informed that the resolutions, if approved by the Members with requisite majority, shall be deemed as passed effective today i.e., 28[th] August 2025.

• XIX. Chairman and Managing Director declared the meeting closed.

• XX. 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, Scrutinizers and the Registrar and Share Transfer Agents for attending the Meeting.

• XXI. The meeting concluded at 13:16 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: 2025.08.28 23:45:48 +05'30' Pravin Shekhar Company Secretary Membership No: A-58775

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