Shree Cements Ltd. — Proxy Solicitation & Information Statement 2022

Nov 7, 2022

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SCL/BWR/SE/2022-23/ 7[th] November, 2022

FAX NO. 022 – 26598237 / 26598238

FAX NO. 022-22722041 / 22722061

National Stock Exchange of India Limited, Exchange Plaza, Bandra – Kurla Complex, Bandra (East) MUMBAI – 400 051 SCRIP CODE: SHREECEM EQ

Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, MUMBAI – 400 023 SCRIP CODE 500387

Re:- Postal Ballot Notice

Dear Sirs,

In terms of Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 please find attached herewith a copy of the Postal Ballot Notice dated 14[th] October, 2022 along with Postal Ballot Form being sent by the Company to its Shareholders for seeking their consent in respect of the Special Business by way of Ordinary / Special Resolution(s).

Kindly find the same in order.

Thanking you,

Yours faithfully, For SHREE CEMENT LIMITED

SHYAM SUNDER Digitally signed by SHYAM SUNDER KHANDELWAL KHANDELWAL Date: 2022.11.07 17:43:09 +05'30'

( S.S. KHANDELWAL )

COMPANY SECRETARY Encl: Postal Ballot Notice & Form

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SHREE CEMENT LIMITED

Regd. Office: Bangur Nagar, Beawar-305 901, District: Ajmer (Rajasthan) Phone: EPABX +91-1462-228101-6 Fax: +91-1462-228117/119 E-Mail: shreebwr@shreecement.com Website: www.shreecement.com CIN: L26943RJ1979PLC001935

POSTAL BALLOT NOTICE

[Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 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) and pursuant to other applicable laws and regulations, the Company is seeking consent of its members for the Special Business(es) appended hereunder proposed to be transacted through Postal Ballot which includes voting by electronic means for the following purposes:-

SPECIAL BUSINESS(ES)

1. Change in designation of Mr. Hari Mohan Bangur (DIN: 00244329) from “Managing Director” to “Chairman” effective from 15[th] October, 2022

To consider, and if thought fit, to pass the following resolution as a Special Resolution :-

“RESOLVED THAT in partial modification of the earlier resolution approved by the members at the Annual General Meeting of the Company held on 9[th] August, 2021, Mr. Hari Mohan Bangur (DIN: 00244329), who was appointed as Managing Director for a period of 5 (Five) Years from 1[st] April, 2021 to 31[st] March, 2026, be and is hereby re-designated from “Managing Director” to “Chairman” of the Company w.e.f. 15[th] October, 2022.

RESOLVED FURTHER THAT except for the change in the designation mentioned above, other terms & conditions of his appointment including remuneration as approved by the members remain unchanged.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

2. Change in designation of Mr. Prashant Bangur (DIN: 00403621) from “Joint Managing Director” to “Vice Chairman” effective from 14[th] October, 2022

To consider, and if thought fit, to pass the following resolution as a Special Resolution :-

“RESOLVED THAT in partial modification of the earlier resolution approved by the members on 1[st] April, 2022 vide Postal Ballot, Mr. Prashant Bangur (DIN: 00403621) who was appointed as Joint Managing Director for a period of 5 (Five) Years from 1[st] April, 2022 to 31[st] March, 2027, be and is hereby re-designated from “Joint Managing Director” to “Vice Chairman” of the Company w.e.f. 14[th] October, 2022.

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RESOLVED FURTHER THAT except for the change in the designation mentioned above, other terms & conditions of his appointment including remuneration as approved by the members remain unchanged.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

3. Appointment of Mr. Neeraj Akhoury (DIN: 07419090) as Director

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution :-

“RESOLVED THAT Mr. Neeraj Akhoury (DIN: 07419090) who was appointed as an Additional Director of the Company w.e.f. 14[th] October, 2022 by the Board of Directors in terms of Section 161 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Article 121 of the Article of Association of the Company and being eligible, offers himself for appointment, and in respect of whom the Company has received a Notice in writing under Section 160 of the Act, be and is hereby appointed as a Director of the Company w.e.f. 14[th] October, 2022.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

4. Appointment of Mr. Neeraj Akhoury (DIN: 07419090) as Managing Director

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution :-

“RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the approval of the Members of the Company be and is hereby accorded for appointment of Mr. Neeraj Akhoury (DIN: 07419090) as Managing Director of the Company, for a period of 5 (five) years with effect from 14[th] October, 2022 on such terms and conditions and remuneration as specified and set out in the Explanatory Statement annexed to this Notice..

RESOLVED FURTHER THAT in absence or inadequacy of the profits in any Financial Year, Mr. Neeraj Akhoury (DIN: 07419090) shall be entitled to receive and be paid as minimum remuneration in that year by way of salary, allowances, perquisites, commission and other benefits as stated in the Explanatory Statement, subject however, to the necessary approvals/ceilings specified under Schedule V of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) and re-enactment thereof for the time being in force).

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

By the order of the Board of Directors For SHREE CEMENT LIMITED

Place: Gurugram Date: 14[th] October, 2022

S.S. Khandelwal Company Secretary Membership No. F5421

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NOTES:

• 1) The Explanatory Statement and reasons for the proposed Resolutions pursuant to Section 102 of the Companies Act, 2013 setting out all material facts are annexed hereunder and forms part of the Notice. The details as required under the applicable Secretarial Standards and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the directors who are proposed to be appointed / re-designated is provided in Annexure–A to the Explanatory Statement.

• 2) The Board of Directors of the Company has appointed Mr. Akshit Kumar Jangid (Membership No. F11285) and failing him Ms. Krati Upadhyay (Membership No. A58280), Practicing Company Secretaries, to act as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.

• 3) The Postal Ballot Notice is being sent to the Members whose names appear on 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 Friday, 28[th] October, 2022. The Postal Ballot Notice is being sent to Members in electronic form to the e-mail addresses registered with their Depository Participants (in case of electronic shareholding) / Company's Registrar and Share Transfer Agents (in case of physical shareholding). For Members whose e-mail IDs are not registered, physical copies of the Postal Ballot Notice are being sent by permitted mode along with a postage prepaid self addressed Business Reply Envelope. The Postal Ballot Notice will be available on the Company’s website www.shreecement.com and on the RTA’s website https://instavote.linkintime.co.in .

• 4) The cut-off date for the purpose of reckoning the voting rights is Friday, 28[th] October, 2022 (“Cutoff date”) . Members whose names appear in the Register of Members / List of Beneficial Owners as on cut-off date will be considered for the purpose of voting. The Voting rights shall be reckoned on the paid-up value of the shares registered in the name of the member on Cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

• 5) Members who have received Postal Ballot Notice by e-mail and who wish to vote through Physical Postal Ballot Form, can download Postal Ballot Form as attached in the e-mail or from the Company’s website i.e. www.shreecement.com or from the website of RTA (Link Intime India Private Limited) i.e. https://instavote.linkintime.co.in or may seek duplicate Postal Ballot Form by sending the e- mail from their registered e-mail address at shyam.khandelwal@shreecement.com or writing to Company Secretary, Shree Cement Limited, Bangur Nagar, Beawar – 305901, Rajasthan.

• 6) In compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has provided the remote e-voting facility to the members to exercise their votes electronically. The Company has engaged Link Intime India Private Limited (“Link Intime”) as the agency for facilitating remote e-voting to enable the Members to cast their votes electronically (“remote e-voting”).

• 7) Members desiring to exercise their vote by physical Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the duly completed and signed form in the enclosed self-addressed Business Reply Envelope not later than 5:00 PM (IST) on Wednesday, 7[th] December, 2022. Postage cost will be borne by the Company. However, envelopes containing Postal Ballot Forms, if sent by courier or registered / speed post or deposited personally at the address given on the self-addressed Business Reply Envelope, at the expense of the Members will also be accepted. Please note that, if any Postal Ballot Form is received after the said date, it will be considered that no reply has been received from the member.

• 8) Members desiring to opt for remote e-voting are requested to read the instructions in the Notes under the section “VOTING THROUGH ELECTRONIC MEANS”.

• 9) The members can opt for only one mode of voting, i.e. either by physical Postal Ballot Form or e- voting. In case members cast their votes through both the modes, voting done by remote e-voting shall be considered and votes cast through physical Postal Ballot Forms will be treated as invalid. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

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• 10) A member cannot exercise his vote by Proxy on Postal Ballot.

• 11) The Scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the voting by Postal Ballot will be declared/announced by the Chairman or any other person authorised by him on Thursday, 8[th] December, 2022 not later than 5.00 PM (IST) at the Registered Office of the Company at Bangur Nagar, Beawar – 305901 and will also be informed to the Stock Exchanges where the Company’s equity shares are listed and shall also be displayed on the Company’s website www.shreecement.com and RTA’s website https://instavote.linkintime.co.in , along with the Scrutinizer’s Report. The resolution, if passed by the members through Postal Ballot, shall be deemed to have been passed on Wednesday, 7[th] December, 2022 being the last date specified by the Company for receipt of duly completed Postal Ballot Forms or e-voting, as if they have been passed at a general meeting of the members.

• 12) All the documents referred to in the Explanatory Statement, shall be available for inspection from Tuesday, 8[th] November, 2022 to Wednesday, 7[th] December, 2022 during 2.00 p.m. to 5.00 p.m. on all working days other than Saturdays. Members seeking to inspect such documents can send an e- mail on shyam.khandelwal@shreecement.com mentioning their name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self attested copy of their PAN card attached to the e-mail.

13) VOTING THROUGH ELECTRONIC MEANS

A. Step 1: Login Methods

(I) Individual Shareholders

Type of shareholders

Login Method

Individual Shareholders Holding securities in demat mode with NSDL

A. NSDL Internet Based Demat Account Statement(IDeAS) facility If user is already registered for the NSDL IDeAS facility, follow the below steps:- 1. Visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com. 2. Once the home page of e-Services is launched, click on the “Beneficial Owner”icon under “Login” which is available under “IDeAS”section. 3. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- voting services under Value added services. 4. Click on“Access to e-Voting”appearing on the left hand side under e-voting services and you will be able to see e-voting page. 5. Click on options available against company name ore-Voting service provider - Link Intimeand you will be re-directed to“Insta Vote” website for casting your vote during the remote e-voting period. If the user is not registered for NSDL IDeAS, follow the below steps:- 1. Option to register is available athttps://eservices.nsdl.com. 2. Select “Register Online for IDeAS” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3. Upon successful registration, please follow steps given in points 1-5 above.

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Type of shareholders	Login Method
	B. E-Voting website of NSDL 1. Visit the e-voting website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com. 2. Once the home page of e-Voting system is launched, click on the “Login”icon which is available under “Shareholder/Member” section. 3. A new screen will open. You will have to enter your User ID (i.e. your 16-digit demat account number held with NSDL), Password / OTP and a verification code as shown on the screen. 4. After successful authentication, you will be redirected to the NSDL Depository site wherein you can see the e-voting page. Click on company name or e-voting service provider name i.e.Link Intimeand you will be redirected to“Insta Vote”website for casting your vote during the remote e-voting period. Note:Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” and “Forgot Password” option available.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest can login through their user ID and password. The option will be made available to reach e- Voting page without any further authentication. The URL for users to login to Easi / Easiest ishttps://web.cdslindia.com/myeasinew/home/login orwww.cdslindia.comand click on “New System Myeasi”. 2. After successful login of Easi / Easiest the user will be also able to see the e-voting menu. The menu will have links of e-voting service provider (“ESP”) i.e.Link Intime. Click onLINKINTIMEand you would be redirected to “InstaVote” website for casting your vote during the remote e-voting period. 3. If the user is not registered for Easi/Easiest, the option to register is available at https://web.cdslindia.com/myeasinew/Registration/EasiRegistration. 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN from a link inwww.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 provided links for the respective ESP i.e.Link Intime.Click onLINKINTIMEand you would be redirected to“InstaVote”website for casting your vote during the remote e-voting period. Note:Members who are unable to retrieve User ID / Password are advised to use“ForgotUser ID”and“Forgot Password”optionavailable.
Individual Shareholders (holding securities in demat mode) login through their depository participants	1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e- voting facility. 2. Once logged-in, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-voting feature. 3. Click on company name or e-voting service provider name i.e.Link Intimeand you will be redirected to “InstaVote” website for casting your vote during theremote e-voting period.
Individual Shareholders holding	Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e-voting may register for remote e-Voting facility of Link Intime as under:-

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Type of shareholders

Login Method

securities in Physical mode

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in. 2. Click on“Sign Up”under“SHARE HOLDER”tab and register with your following details: - A. User ID:Shareholders holding shares inphysical form shall provideEvent No. + Folio Number registered with the Company. B. PAN:Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable). C. DOB/DOI:Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format). D. Bank Account Number:Enter your Bank Account Number (last four digits), as recorded with your DP/Company. Members holding shares inphysical formand have not registered details as per ‘C’ and ‘D’ above, shall provide their Folio number in ‘D’ above. Information for ‘C’ is not required in such cases. Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&), at least one numeral, at least one alphabet and at least one capital letter). Click “confirm” (Your password is now generated). 3. Click on “Login” under“SHARE HOLDER”tab. 4. Enter your User ID, Password and Image Verification Code (CAPTCHA) and click on“Submit”. Important note:If an Individual Shareholder holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-voting website of Link Intime:https://instavote.linkintime.co.inas follows:- -Click on“Login”under“SHARE HOLDER”tab and further Click “forgot password”. -Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). And click on“SUBMIT”. In case shareholders is having valid e-mail address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain _minimum 8 characters, at least one special character (@!#$&), at least one_ _numeral, at least one alphabet and at least one capital letter. _

Helpdesk for Individual Shareholders facing any technical issue in login are as follows:-

Logintype	Helpdesk details
Individual shareholders holding securities in demat mode with NSDL	Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 4430.
Individual shareholders holding securities in dematmodewithCDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43.

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Logintype	Helpdesk details
Individual Shareholders holding securities in Physical mode	Please contact Link Intime INSTAVOTE helpdesk by sending a request atenotices@linkintime.co.inor contact at 022 – 4918 6000.

(II) Institutional Shareholders

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of Link Intime at https://instavote.linkintime.co.in and register themselves as “Custodian / Mutual Fund / Corporate Body”. They are also required to upload a scanned certified true copy of the Board Resolution / Authority Letter / Power of Attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the “Custodian / Mutual Fund / Corporate Body” login. For registration follow following steps:-

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in.

2. Click on “Sign Up” under “CUSTODIAN/ CORPORATE BODY/ MUTUAL FUND” tab and register with mentioning / uploading following details viz. Firm‘s Name, SEBI Registration Number/Corporate Identification Number (CIN) (Registration certificate shall also be required to be uploaded), Date of SEBI Registration/Date of Incorporation, Registered / Corporate Office Address etc.

3. Upon successful registration, auto generated mail containing the login credentials would be sent on the registered e-mail address of the primary contact person.

Helpdesk for Institutional Shareholders:

Institutional Shareholders facing any technical issue in login with Link Intime may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

B. Step 2: Cast your vote electronically

(I) Individual Shareholders

1. After successful login, you will be able to see the notification for e-voting. Select “View” icon and e-voting page will appear.

2. Refer the Resolution description and cast your vote by selecting your desired option “Favour/ Against” (If you wish to view the entire Resolution details, click on the “View Resolution” file link).

3. After selecting the desired option i.e. Favour/ Against, click on “Submit”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Yes”, else to change your vote, click on “No” and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

(II) Institutional Shareholders

Votes Entry (Individual Entry) Votes Upload (Bulk Upload):

• Click on “Votes Entry” tab under the  You will be able to see the notification for Menu section. e-voting in the e-mail received from “Link

•  Enter Event No. for which you want to Intime”. Select 'View' icon for ' Designated cast vote; Enter “16-digit Demat Account Company / Event number'. E-voting page No.” for which you want to cast vote. will appear.

•  Refer the Resolution description and  Download sample vote file template from cast your vote by selecting your desired “Download Sample Vote File” option; Cast option 'Favour / Against' (If you wish to your vote by selecting your desired option view the entire Resolution details, click 'Favour/Against' in excel and upload the on the ' View Resolution ' file link) same under “Upload Vote File” option.

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• Votes Entry (Individual Entry) Votes Upload (Bulk Upload):  After selecting the desired option i.e.  Click on “Submit”. “Data uploaded Favour / Against, click on 'Submit'. A successfully” message will be displayed. confirmation box will be displayed. If you (Once you cast your vote on the resolution, wish to confirm your vote, click on 'Yes', you will not be allowed to modify or change else to change your vote, click on 'No' it subsequently). and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

C. In case you have not registered your e-mail address with the Company/Depository, please - - follow below instructions for registration of e mail address for login details for e voting:

Physical Holding

Visit the link:https://web.linkintime.co.in/EmailReg/Email_Register.htmland follow the registration process as guided therein. The members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail address and also upload the image of share certificate in PDF or JPEG format (upto 1 MB). In case of any query, a member may send an e-mail to Registrar & Share Transfer Agent (RTA) atrnt.helpdesk@linkintime.co.in. On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.

Demat Holding

A. Individual shareholders Please refer to the login method explained at Step 1 i.e. login methods for Individual Shareholders holding securities in demat mode with NSDL / CDSL. B. Other than Individual Shareholders Please contact your Depository Participant (DP) and register your e-mail address in your demat account as per the process advised by your DP.

• 14) For Members holding shares in physical form, the details can be used only for voting on the resolution contained in this Notice.

• 15) During the voting period, Members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

• 16) Members holding multiple folios/demat accounts shall choose the voting process separately for each of the folios/demat accounts.

• 17) In case Members have any query regarding e-voting, they may refer the Frequently Asked Questions (“FAQs”) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in , under Help section or write an e-mail to Mr. S.S. Khandelwal, Company Secretary at shyam.khandelwal@shreecement.com or may contact Mr. Rajiv Ranjan, Assistant Vice President – e-voting at Link Intime India Private Limited [Unit: Shree Cement Limited], C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083, India at email: enotices@linkintime.co.in , Tel. No.: 022 – 4918 6000.

• 18) Voting period will commence at 9.00 A.M. (IST) on Tuesday, 8[th] November, 2022 and ends at 5.00 P.M. (IST) on Wednesday, 7[th] December, 2022. The remote e-voting module shall be disabled by the Link Intime for voting at 5.00 PM (IST) on Wednesday, 7[th] December, 2022. Remote e-voting shall not be allowed beyond the said date and time.

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EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 OF THE COMPANIES ACT, 2013

Item No. 1 of Notice

The members of the Company vide Special Resolution passed at the Annual General Meeting held on 9[th] August, 2021, approved the appointment of Mr. Hari Mohan Bangur (DIN: 00244329) as “Managing Director” of the Company for a period of 5 (five) years w.e.f. 1[st] April, 2021. The terms and conditions of his appointment including remuneration were approved by the Members in accordance with the provisions contained under Sections 196, 197, 198, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013.

Mr. Benu Gopal Bangur (DIN: 00244196), Chairman of the Company resigned as Director and Chairman of the Company w.e.f. close of the business hours on 14[th] October, 2022. Consequently, upon the recommendation of the Nomination cum Remuneration Committee, the Board of Directors of the Company at their meeting held on 14[th] October, 2022, has decided to elevate Mr. Hari Mohan Bangur and redesignated him as the “Chairman” of the Company (in whole time capacity) w.e.f. 15[th] October, 2022, for the remaining period of his current tenure i.e. upto 31[st] March, 2026. Since, the designation of Mr. Hari Mohan Bangur was specifically mentioned as Managing Director in the earlier resolution approved by the members, this resolution is being proposed to partially modify the same. Except for the change in designation, all other terms and conditions of appointment and remuneration as approved by the members at the Annual General Meeting of the Company held on 9[th] August, 2021 remain unchanged.

The above may also be considered as partial modification to the written memorandum setting out the terms of appointment of Mr. Hari Mohan Bangur under Section 190 of the Companies Act, 2013.

The brief resume of Mr. Hari Mohan Bangur, nature of his expertise in functional areas, disclosure of interse relationships between Directors, Directorships and Memberships of Committees of the Board etc. as required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meeting (SS2) is set out in this Notice as Annexure A .

Mr. Hari Mohan Bangur, to whom the resolution relates and Mr. Prashant Bangur, Director of the Company being relative are considered interested in the said resolution. The other relatives of Mr. Hari Mohan Bangur may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the said Resolution.

The Board of Directors recommends the Special Resolution set out at item No. 1 of the Notice for approval by the Members.

Item No. 2 of Notice

The members of the Company vide Special Resolution passed on 1[st] April, 2022 through Postal Ballot, approved the appointment of Mr. Prashant Bangur (DIN: 00403621) as “Joint Managing Director” of the Company for a period of 5 (five) years w.e.f. 1[st] April, 2022. The terms and conditions of his appointment including remuneration were approved by the Members in accordance with the provisions contained under Sections 196, 197, 198, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013.

On the recommendation of the Nomination cum Remuneration Committee, the Board of Directors of the Company at their meeting held on 14[th] October, 2022, has decided to elevate Mr. Prashant Bangur and re-designated him as “Vice Chairman” of the Company (in whole time capacity) w.e.f. 14[th] October, 2022, for the remaining period of his current tenure i.e. upto 31[st] March, 2027. Since, the designation of Mr. Prashant Bangur was specifically mentioned as Joint Managing Director in the earlier resolution approved by the members on 1[st] April, 2022, this resolution is being proposed to partially modify the same. Except for the change in designation, all other terms and conditions of appointment and remuneration as approved by the members on 1[st] April, 2022 vide Postal Ballot remain unchanged.

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The above may also be considered as partial modification to the written memorandum setting out the terms of appointment of Mr. Prashant Bangur under Section 190 of the Companies Act, 2013.

The brief resume of Mr. Prashant Bangur, nature of his expertise in functional areas, disclosure of interse relationships between Directors, Directorships and Memberships of Committees of the Board etc. as required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meeting (SS2) is set out in this Notice as Annexure A .

Mr. Prashant Bangur, to whom the resolution relates and Mr. Hari Mohan Bangur, Director of the Company being relative are considered interested in the said resolution. The other relatives of Mr. Prashant Bangur may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the said Resolution.

The Board of Directors recommends the Special Resolution set out at item No. 2 of the Notice for approval by the Members.

Item No. 3 & 4 of Notice

The Board of Directors on the recommendation of Nomination cum Remuneration Committee appointed Mr. Neeraj Akhoury (DIN: 07419090) as an Additional Director of the Company under Section 161(1) of the Companies Act, 2013 and Article 121 of the Articles of Association of the Company, with effect from 14[th] October, 2022 and he is eligible for appointment as a Director. As required under Section 160 of the Companies Act, 2013, a notice has been received from a member proposing the candidature of Mr. Neeraj Akhoury for the Office of Director of the Company.

The Board has also appointed Mr. Akhoury as the Managing Director of the Company for a period of 5 (five) years w.e.f. 14[th] October, 2022, upon the terms & conditions hereinafter indicated, subject to approval of the Members of the Company. Mr. Neeraj Akhoury is a graduate in Economics from Allahabad University and MBA from the University of Liverpool. He has also studied one-year General Management Program at XLRI Jamshedpur. He is also an alumunus of Harvard Business School. He started his career in Tata Steel in 1993 and joined the Holcim group in 1999. He was a member of the Executive Committee of Lafarge India heading Corporate Affairs and Sales. He moved to Nigeria in 2011 as the Managing Director & CEO of Lafarge AshakaCem PLC, after which he was appointed as Director of Strategy & Business Development for Middle East & Africa at the Lafarge headquarters in Paris. He was also CEO of Lafarge Surma Cement Limited and the Country representative of Holcim Bangladesh. In February 2017, he was appointed as the Managing Director & CEO of ACC Limited. In February 2020 he was appointed as Managing Director & CEO of Ambuja Cements Limited and Non- Executive Director of ACC Limited. He is also Vice Chairman and member of Board of Governors at National Council for Cement and Building Materials (NCCBM) constituted by the Ministry of Commerce & Industry, Government of India, and Vice President of Cement Manufacturers Association of India.

The Board of Directors of the Company in its meeting held on 14[th] October, 2022 on the recommendation of Nomination cum Remuneration Committee, appointed Mr. Neeraj Akhoury as the Managing Director of the Company for a period of 5 years w.e.f. 14[th] October, 2022 on the following terms & conditions and remuneration, subject to approval of members:

• (a) Period of Appointment: 5 years w.e.f. 14[th ] October, 2022

• (b) Annual Remuneration: Total annual remuneration including Salary, contribution to Provident & Superannuation Fund, Allowances and Perquisites including Leave Encashment and Gratuity [excluding Commission and other benefits as mentioned in point nos. (c) and (d) below] would be Rs. 20.00 Crores for the first year starting from 14[th] October, 2022 and same shall be payable in such manner as may be agreed to between the Company and Mr. Neeraj Akhoury.

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The annual increment in the Remuneration will be decided by the Board of Directors of the Company.

• (c) Commission: Such commission based on the performance of the Company (including performance on ESG factors) as may be decided by the Board of Directors in its absolute discretion for each financial year or part thereof.

• (d) Other Benefits: Mr. Neeraj Akhoury is entitled to the following benefits in addition to the Annual Remuneration mentioned at point no. (b) and Commission mentioned at point no. (c) above:-

• 1) Medical Reimbursement: All expenses incurred for self and family in India including hospitalization, nursing home, surgical treatment and medicines shall be reimbursed at actual.

• 2) Conveyance Facility: The Company shall provide two vehicles for both business and personal use and bear all expenses relating to such vehicles, fuel costs, repairs, maintenance, running expenses including driver(s) salary etc.

• 3) Club Fee: Payment of fees of clubs including admission and life membership fee.

• 4) Telephone, Internet Connection and other communication facilities: The Company shall bear all expenses regarding telephone, internet connectivity and other communication facilities at his residence.

• 5) Personal/Term Life Insurance: As per rules of the Company.

In addition to the above, Mr. Akhoury shall also be paid a one-time Joining Bonus of Rs. 1.50 Crores.

The Board is further empowered to make any variation in terms & conditions as to remuneration of Mr. Neeraj Akhoury as may be mutually agreed and subject to such approvals as may be required and within the applicable limits as may be prescribed under Section 196, 197 and 198 read with Schedule V of the Companies Act, 2013.

Minimum Remuneration:

In the absence or inadequacy of the profits in any year, Mr. Neeraj Akhoury shall be entitled to receive and be paid the above remuneration as minimum remuneration in that year by way of salary and other benefits as stated above, subject, however, to the necessary approvals/ceiling specified under Schedule V of the Companies Act, 2013.

The above may be treated as a written memorandum setting out the terms of appointment of Mr. Neeraj Akhoury under Section 190 of the Companies Act, 2013.

Mr. Akhoury has given his consent for his appointment as Managing Director of the Company and also provided a declaration in terms of Section 152(4) of the Companies Act, 2013, that he is not disqualified to become a director of the Company. He has further confirmed that he is not debarred from holding office of director pursuant to any SEBI order.

The brief resume of Mr. Neeraj Akhoury, nature of his expertise in functional areas, disclosure of inter-se relationships between Directors, Directorships and Memberships of Committees of the Board etc. as required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meeting (SS2) is set out in this Notice as Annexure A .

None of the Directors, Key Managerial Personnel and their relatives other than Mr. Neeraj Akhoury being appointee, is interested, financial or otherwise, in the said resolution.

The Board of Directors recommends the Ordinary Resolutions set out at item No. 3 & 4 of the Notice for approval by the Members.

Place: Gurugram Date: 14[th] October, 2022

By the order of the Board of Directors For SHREE CEMENT LIMITED S.S. Khandelwal Company Secretary Membership No. F5421

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ANNEXURE A TO ITEM NO. 1 TO 4 OF THE NOTICE

SN	Nature of Information	Item No. 1 of Notice	Item No. 2 of Notice	Item No. 3 & 4 of Notice
1	Name	Mr. Hari Mohan Bangur	Mr. PrashantBangur	Mr. NeerajAkhoury
2	Date of Birth/Age	29/10/1952(69Years)	22/06/1980 (42 Years)	17/09/1968 (54years)
3	Nationality	Indian	Indian	Indian
4	Date of FirstAppointment	31.07.1992	23.08.2012	14.10.2022
5	Qualification	B.E. (Chemical)	B.Sc., M.B.A	Graduate in Economics, Management program from XLRI, General Management Program from Harvard Business School
6	Experience and Nature of expertise in specific functional area	Business Planning and Corporate Management	Business Planning and Corporate Management	Strategy, Business Development and Overall BusinessManagement
7	Relationships between Directors /KMP inter-se	Father of Mr. Prashant Bangur,Vice Chairman.	Son of Mr. Hari Mohan Bangur, Chairman	None
8	Shareholdinginthe Company	4,88,284 Equity Shares*	3,89,750Equity Shares*	NIL
9	No. of Board meetings attended during the year	FY 2021-22 : 4 (Four) FY 2022-23:3 (Three)	FY 2021-22 : 4 (Four) FY 2022-23:3 (Three)	FY 2021-22 : N.A. FY 2022-23: 1(One)
10	Directorship in other Companies	NIL	-Ragini Properties Pvt. Ltd. -Khemka Properties Pvt. Ltd. -Indian Chamber of Commerce, Calcutta -The Marwar Textiles (Agency)Pvt. Ltd.	NIL
11	Chairmanship/Membership of Committee of Board of Directors of the Company	Shree Cement Ltd. Business Operations Committee- Chairman Share Transfer Committee – Chairman	Shree Cement Ltd. Risk Management Committee - Member CSR and Sustainability Committee – Member Business Operations Committee - Member Share Transfer Committee – Member	Shree Cement Ltd. Risk Management Committee - Member CSR and Sustainability Committee – Member Nomination cum Remuneration Committee – Member Stakeholders’ Relationship Committee – Member Business Operations Committee - Member Share Transfer Committee – Member
12	Chairmanship/Membership of Committee of Board of Directors ofotherCompanies	NIL	NIL	NIL
13	Terms and conditions of appointment / re-appointment along with details of remuneration sought to be paid	As approved by the members of the Company vide special resolution passed at the Annual General Meeting of the Company held on 9th August,2021	As approved by the members of the Company vide special resolution passed on 1stApril, 2022 through Postal Ballot	As stated under Item no. 3 & 4 of the Explanatory Statement to this Notice
14	Remuneration last drawn, if any	FY 2021-22: Rs. 51.16 Crores	FY 2021-22: Rs. 27.99 Crores	Not Applicable

• (a) Out of the 4,88,284 shares held by Mr. Hari Mohan Bangur, the beneficial Interest on 10,100 shares is held by the following Trusts/Institution (Belonging to Promoters Group):

• Sunder Devi Bangur Family Benefit Trust (Private Trust): 3,000 shares

• Sri Rama Nidhi (Family Deity): 7,100 shares

(b) Out of the 3,89,750 shares held by Mr.Prashant Bangur, the beneficial Interest on 93,800 shares is held by the Shree Venktesh Ayurvedic Aushdhalaya, Charitable Institution (Belonging to Promoters Group)

By the order of the Board of Directors For SHREE CEMENT LIMITED

Place: Gurugram Date: 14[th] October, 2022

S.S. Khandelwal Company Secretary Membership No. F5421

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SHREE CEMENT LIMITED

Regd. Office: Bangur Nagar, Beawar-305 901, District: Ajmer (Rajasthan)

Phone: EPABX +91-1462-228101-6 Fax: +91-1462-228117/119

E-Mail: shreebwr@shreecement.com Website: www.shreecement.com CIN: L26943RJ1979PLC001935

	E-Mail:shreebwr@shreecement.comWebsite: www.shreecement.com CIN:L26943RJ1979PLC001935	E-Mail:shreebwr@shreecement.comWebsite: www.shreecement.com CIN:L26943RJ1979PLC001935	E-Mail:shreebwr@shreecement.comWebsite: www.shreecement.com CIN:L26943RJ1979PLC001935
	POSTAL BALLOT FORM Serial No.:
1.	Name and Registered Address of the Sole / First named Shareholder	:
2.	Name(s) of Joint Shareholder(s), if any	:
3.	Registered Folio No. / DP ID No./ Client ID No. (Applicable to investors holding shares in dematerialized form)	:
4.	No. of Equity Shares held	:

I / we hereby exercise my/our vote in respect of the Ordinary / Special Resolution(s) to be passed through Postal Ballot for business stated in the Postal Ballot Notice of the Company dated 14[th] October, 2022 by conveying my / our Assent (For) or Dissent (Against) to the said Resolutions, by placing tick () mark at the appropriate box below:

Sr. No.	Particulars	No. of Shares held	I / We assent to the Resolution (FOR)	I / We dissent to the Resolution (AGAINST)
1	Change in designation of Mr. Hari Mohan Bangur (DIN: 00244329) from “Managing Director” to “Chairman” effective from 15thOctober,2022
2	Change in designation of Mr. Prashant Bangur (DIN: 00403621) from “Joint Managing Director” to “Vice Chairman” effective from 14thOctober,2022
3	Appointment of Mr. Neeraj Akhoury (DIN: 07419090) as Director
4	Appointment of Mr. Neeraj Akhoury (DIN: 07419090) as ManagingDirector
Place: Date:			_____ (Signature of the Member)

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ELECTRONIC VOTING PARTICULARS

The e-voting facility is available at the link https://instavote.linkintime.co.in. The electronic voting particulars are as follows:

EVEN USER ID PAN / SEQUENCE NO. (E- Voting Event Number)

Notes:

1. Please read the instructions printed overleaf carefully before filling this form. For e-voting, please refer to the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.

2. The last date for the receipt of Postal Ballot Forms by the Scrutinizer is not later than 5:00 PM (IST) on Wednesday, 7[th] December, 2022.

GENERAL INSTRUCTIONS

1. A Member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached postage prepaid self-addressed Business Reply Envelope. Postage will be borne by the Company. However, envelopes containing postal ballots, if deposited in person or sent by courier / speed post at the expense of the member, will also be accepted.

2. The Postal Ballot Form should be completed and signed by the Member as per specimen signature registered with the Registrar/ Depository. In case the Equity Shares are jointly held, this Form should be completed and signed (as per specimen signature registered with RTA/Depository) by the first named Member and in his/her absence, by the next named Member. Holders of Power of Attorney (POA) on behalf of the Members may vote on the Postal Ballot mentioning the registration number of the POA or enclosing an attested copy of the POA.

3. A Member can opt for only one mode of voting, i.e. either through e-voting or by Postal Ballot Form. If a Member casts his/her vote using both modes, then voting done through e-voting shall prevail and Postal Ballot Form shall be treated as invalid.

4. The self-addressed envelope bears the name of the Scrutinizer appointed by the Board of Directors of the Company and the address to which the same needs to be dispatched [viz. Scrutinizer, C/o Shree Cement Limited, Post Box No. 15, Bangur Nagar, Beawar – 305901 Distt. Ajmer (Rajasthan)].

5. Consent must be accorded by placing a tick mark [] in the column I / We assent to the resolution' or dissent must be accorded by placing a tick mark [] in the columnI / We dissent to the resolution'.

6. The votes of a member will be considered invalid on any of the following grounds:

7. a. if the Postal Ballot form has not been signed by or on behalf of the member;

8. b. if the member's signature does not tally with the records of the Company;

9. c. if the member has marked his / her / its vote both for ‘Assent' and ‘Dissent' to the Resolution in such a manner that the aggregate shares voted for ‘Assent' and ‘Dissent' exceeds total number of shares held;

10. d. if the member has made any amendment to the resolution or imposed any condition while exercising his vote.

11. e. if the Postal Ballot Form is incomplete or incorrectly filled;

12. f. if the Postal Ballot Form is received torn or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the member or the number of votes, or whether the votes are for Assent' orDissent', or if the signature could not be verified, or one or more of the above grounds.

13. Duly completed Postal Ballot Forms should reach the Scrutinizer not later than 5:00 PM (IST) on Wednesday, 7[th] December, 2022 . If any Postal Ballot Form is received after this date, it will be considered that no reply from such member has been received.

14. In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution / Power of Attorney / attested specimen signatures etc. In case of electronic voting, documents such as the certified true copy of Board Resolution / Power of Attorney, along with attested specimen signatures, should be mailed to the Scrutinizer at ppincha@gmail.com or deposited at the registered office of the Company.

15. Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed self-addressed postage prepaid envelopes as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelopes would be destroyed by the Scrutinizer and the Company would not be able to act on the same.

16. Voting rights shall be reckoned on the paid-up value of the shares registered in the name of the member on Friday, 28[th] October, 2022 (cut-off date).

17. The Scrutinizer's decision on the validity of the Postal Ballot shall be final. Any query in relation to the Resolution proposed to be passed through Postal Ballot may be sent to: The Company Secretary, Shree Cement Ltd., Bangur Nagar, Beawar -305901, Rajasthan or email at shyam.khandelwal@shreecement.com.

18. Only a member entitled to vote is entitled to fill in the Postal Ballot Form and send it to the Scrutinizer, and any recipient of the Notice who has no voting right should treat this Notice as an intimation only.