Star Cement Limited — Proxy Solicitation & Information Statement 2023

Dec 19, 2023

Date: 19[th] December, 2023

The Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G Bandra Kurla Complex, Bandra-East Mumbai-400 051 Stock code: STARCEMENT

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001 Stock code: 540575

Dear Sir(s),

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) - Regulations, 2015 regarding Notice of Postal Ballot through remote e voting

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice through remote e-voting being sent to the Members of the Company.

In compliance with the circulars of the Ministry of Corporate Affairs, the said Postal Ballot Notice is being sent electronically only to those Members, whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited (‘NSDL’)/ Central Depository Services (India) Limited (‘CDSL’) and who have registered their e-mail addresses in respect of electronic holdings with NSDL/CDSL through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent as on Friday, December 15, 2023 (‘Cut-off date’).

The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing remote e-voting facility to its Members. The remote e-voting shall commence on Thursday, December 21, 2023 at 09.00 a.m. (IST) and end on Friday, January 19, 2024 at 05.00 p.m. (IST). The result of Postal Ballot through remote e-voting will be declared on or before Monday, January 22, 2024 by 05.00 p.m.

The Postal Ballot notice along with Explanatory Statement is uploaded on the website of the Company at www.starcement.co.in.

This is for your information and record.

Thanking you, For Star Cement Limited

DEBABRATA Digitally signed by DEBABRATA THAKURTA THAKURTA Date: 2023.12.19 12:46:22 +05'30' Debabrata Thakurta (Company Secretary) Encl: as above

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STAR CEMENT LIMITED CIN: L26942ML2001PLC006663

Regd. Office: Vill: Lumshnong, P.O.: Khaliehriat, Dist.: East Jaintia Hills, Meghalaya – 793 210

Corporate Office: ‘Century House’, 2nd floor, P-15/1, Taratala Road, Kolkata-700 088 Tel: (033) 24015555, Fax No: (033) 24015555, Email: investors@starcement.co.in Website: www.starcement.co.in

NOTICE OF POSTAL BALLOT

To The Members,

NOTICE IS HEREBY GIVEN to the Shareholders of STAR CEMENT LIMITED (“the Company”) pursuant to Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") (including any statutory modification or re-enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘Listing Regulations’’) , Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’) , as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) vide its General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 (collectively the ‘MCA Circulars’) and pursuant to other applicable provisions of the laws and regulations (including any Statutory modification(s) or re-enactment thereof for the time being in force as amended from time to time), that the resolutions as set out in this Notice are proposed for consideration by the members through postal ballot by way of voting through electronic means ( remote e-voting ).

The Explanatory Statement pursuant to Section 102 of the Act, pertaining to the said resolutions setting out the material facts and the reasons thereof is annexed to this Postal Ballot Notice for your consideration.

In terms of the requirements specified in the MCA Circulars, the Company is sending this Notice in electronic form only, to those Members whose e-mail addresses are registered with the Company/ Depositories/ Registrar and Share Transfer Agents. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The shareholders would have option to vote only through remote e-voting and voting through physical ballot will not be available. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited (‘‘NSDL’’) for the purpose of providing remote e-voting facility to its Member. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.starcement.co.in .

The voting through electronic means will commence on Thursday 21[st] December, 2023 at 9:00 A.M. IST and will end on Friday 19[th] January, 2024 at 5:00 P.M. IST.

Members are requested to read carefully the instructions specified in the postal ballot notice and to cast their vote through the remote e-voting process not later than 5.00 p.m. (IST) on Friday 19[th] January, 2024 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the concerned shareholder. The remote e-voting facility will be disabled by NSDL immediately thereafter.

Pursuant to Rule 22(5) of the Rules, the Board of Directors, has appointed M/s. MKB & Associates, a firm of Practising Company Secretaries (Firm Registration No. P2010WB042700), as the Scrutinizer for conducting the Postal Ballot process through remote e-voting in a fair and transparent manner. He has communicated his willingness to be appointed and available for the said purpose.

In accordance with the provisions of the MCA Circulars, Members can vote only through the remote e-voting process. Members opting to vote by postal ballot through electronic means are requested to read carefully the instructions specified in the postal ballot notice.

Based on the Scrutinizer's Report, the Results of the Postal Ballot through e-voting will be declared on or before Monday 22[nd] January, 2024 by 5.00 P.M. IST at the Registered Office of the Company. The declared Results, along with the Scrutinizer's Report, will be available on the Company's corporate website www.starcement.co.in and will also be forwarded to the Stock Exchanges where the Company's shares are listed i.e., BSE Limited (“BSE”) & National Stock Exchange of India Limited (“NSE”) herein after collectively referred to as “Stock Exchanges” . A copy of the result will also be forwarded to National Securities Depository Limited (NSDL), engaged by the Board of the Directors of the Company for facilitating e-voting, for displaying these Results on its website www.evoting.nsdl.com.

The Resolutions, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed on the last date specified for e-voting i.e. Friday 19th January, 2024 .

SPECIAL BUSINESS:

1. Appointment of Mr. Keshav Bhajanka (DIN: 03109701) as a Non-Executive Director

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

“ RESOLVED THAT pursuant to Section 152, 161 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) (“Act”) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company, Mr. Keshav Bhajanka (DIN: 03109701) who was appointed by the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee at their meeting held on 9[th] November, 2023 as an Additional Director in Non-Executive category and being eligible, offers himself for appointment and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a

Non-Executive Director of the Company with effect from 9[th] November, 2023 liable to retire by rotation;

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 severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

By Order of the Board For Star Cement Limited

Registered Office: Vill: Lumshmong P.O. Khaliehriat Debabrata Thakurta Dist. East Jaintia Hills Company Secretary Meghalaya-793 210

Debabrata Thakurta

Place: Kolkata Date: 9th November, 2023

NOTES:

• i. An Explanatory Statement pursuant to Section 102, 110 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Regulation 36 of the SEBI Listing Regulations and Secretarial Standards (SS-2) in respect of the Special business set out above are annexed hereto.

• ii. The words “Members” and “Shareholders” are used interchangeably.

• iii. As per the MCA Circulars physical copies of this Postal Ballot Notice, Postal Ballot forms and pre-paid Business Reply Envelopes are not being sent to Shareholders for this Postal Ballot. Shareholders are requested to provide their assent or dissent through remote e- voting only.

• iv. For the purpose of providing remote e-voting facility, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating e-voting and enabling the Shareholders to cast their votes electronically.

• v. Shareholders may please note that the Postal Ballot Notice will also be available on the Company’s website at www.starcement.co.in, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

• vi. All the documents referred to in this Notice and the Explanatory Statement pursuant to Section 102 of the Act, will be available for inspection at www.starcement.co.in under Investor Section from the date of circulation of this Notice upto the date of declaration of Postal Ballot results except for certain documents which may be inspected at the

Registered Office of the Company during business hours Shareholders can inspect the same by writing an e-mail to the Company at investors@starcement.co.in .

• vii. Dispatch of the Postal Ballot Notice and the Explanatory Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated in Meghalaya and one English Newspaper circulated throughout India (in the English Language) and shall be hosted at the Company’s website at www.starcement.co.in.

• viii. The voting through electronic means will commence on Thursday 21[st] December, 2023 at 09:00 A.M. (IST) and will end on Friday 19[th] January, 2024 at 05:00 P.M. (IST). The e- voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution(s) is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently.

Resolutions passed by the Shareholders through Postal Ballot are deemed to have been passed as if the same has been passed at a General Meeting of the Shareholders.

• ix. The Members whose e-mail address is not registered with the Company/Depositories, may register, by clicking the link: https://mdpl.in/downloads.php and follow the instructions guided therein or by giving details of folio number, e-mail address and selfattested copy of PAN card to mdpldc@yahoo.com on or before 05:00 p.m. (IST), 8[th] January, 2024. After successful registration of the e-mail address, a copy of this Postal Ballot Notice along with the remote e-voting User ID and password will be sent to the registered e-mail address, upon request received from the Shareholders on or before 05:00 p.m. (IST), 8[th] January, 2024 .

• x. In compliance with the MCA circulars, the Postal Ballot notice is being sent by electronic mode to those members, whose names appear 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 i.e. Friday, 15[th] December, 2023 whose e-mail Ids are registered with the Company/ Registrar and Share Transfer Agent (‘RTA’) or with the Depository Participants. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Friday, 15[th] December, 2023 .

• xi. Shareholders are not entitled to exercise their vote by proxy on Postal Ballot.

• xii. The Board of Directors of the Company has appointed M/s. MKB & Associates, a firm of Practising Company Secretaries (Firm Registration No. P2010WB042700) as Scrutinizer for conducting the Postal Ballot including E-voting process in a fair and transparent manner.

• xiii. The Scrutinizer will submit the report to the Chairman after completion of the scrutiny and the results of the postal ballot including e-voting will be announced by the Chairman or by any Director of the Company, as may be authorized by the Chairman on or before Monday, 22[nd] January, 2024 by 5.00 P.M (IST) at the Registered Office of the Company. The results along with the Report will be posted on the website of the Company at www.starcement.co.in, besides communicating to the Stock Exchanges where the shares of the Company are listed. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e., Friday 19[th] January, 2024. The Scrutinizer's decision on the validity of electronic voting shall be final.

• xiv. Any query in relation to the resolution proposed to be passed by Postal Ballot may be addressed to the Company Secretary, Star Cement Limited, ‘Century House’, 2nd floor, P- 15/1, Taratala Road, Kolkata-700 088 or at email : investors@starcement.co.in or any query pertaining to electronic voting may be addressed to Ms. Pallavi Mhatre, Assistant Manager, National Securities Depository Ltd., Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400 013 or at email: pallavid@nsdl.co.in.

Voting through electronic means:

• i. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, the Company is pleased to provide voting by electronic means (“ e-voting ”) facility to the Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide e-voting facility to its Members

• ii. The business set out in the Notice may be transacted through electronic voting system. Member(s) desirous of exercising vote through electronic means are requested to carefully follow the instructions given in this Postal Ballot Notice. The voting through electronic means will commence on Thursday 21[st] December, 2023 at 9:00 A.M. IST and will end on Friday 19[th] January, 2024 at 5:00 P.M. IST. The members will not be able to cast their vote electronically beyond the date and time mentioned above.

Process to cast votes through remote e-voting:

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. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither 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 company name or e-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://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 ore-Voting service provider i.e. NSDLand you will be redirected to e- Voting 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. 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 e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting 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 & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting 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 abovementioned website.

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 demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 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?

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.

4. 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.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	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 is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. 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.

3. 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

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

5. 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.

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

7. 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.

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

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

10. Now, you will have to click on “Login” button. 9. 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.

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

2. 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.

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@starcement.co.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investors@starcement.co.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to -

the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. 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.

2. 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

IV . E-voting starts at 09.00 A.M. (IST) on Thursday 21[st] December, 2023 and will end at 05:00 P.M (IST) on Friday at 19[th] January, 2024, when e-voting will be blocked by NSDL.

V . There will be one vote for every Client ID No. / Registered Folio No. irrespective of the joint holders

All the material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch of the Notice till Friday 19[th] January, 2024.

EXPLANATORY STATEMENT PURSUANT TO THE PROVISION OF SECTION 102, 110 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER READ WITH REGULATION 36 OF THE SEBI LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS REGULATIONS AND SECRETARIAL STANDARDS (SS-2)

Item No. 1.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Board Meeting held on 9[th] November, 2023 appointed Mr. Keshav Bhajanka (DIN: 03109701) as an Additional Director in Non-Executive Category of the Company with effect from 9[th] November, 2023, subject to regularization/approval of the shareholders. In the Board Meeting held on 9[th] November, 2023, the Board decided to seek approval of the same from the shareholders through Postal Ballot under Section 110 of the Companies Act, 2013 (the ‘Act’).

In terms of Section 161(1) of the Companies Act, 2013, Mr. Keshav Bhajanka will hold office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as Director, liable to retire by rotation, subject to the approval of the shareholders. However, in terms of Regulation 17(1C) of the Listing Regulations, the listed entity is required to obtain approval of the shareholders for the appointment of new Director at the next General Meeting or within a time period of three months from the date of appointment, whichever is earlier.

The Company has received a notice under Section 160(1) of the Companies Act, 2013 from a Member, signifying his intention to propose the appointment of Mr. Keshav Bhajanka as NonExecutive Director of the Company.

Mr. Keshav Bhajanka has given his consent to act as a Director of the Company if appointed, in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 and disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013.

In the opinion of the Board, Mr. Keshav Bhajanka fulfills the conditions specified in the Companies Act, 2013 read with rules made thereunder and the Listing Regulations for his appointment as a Director of the Company. Brief resume of proposed appointee Director, nature of his expertise in specific functional areas and names of companies in which he holds Directorships and Memberships / Chairmanships of Board Committees, shareholding and relationships between Directors inter-se as stipulated under the Listing Regulations with the Stock Exchanges, have been provided as an Annexure to this Notice.

Mr. Keshav Bhajanka, aged about 34 years, is a graduate from Warwick University, UK in Bachelors of Accounts and Finance in 2010. He is having expertise in sales and Marketing etc. He is an Executive Director at the Century Plyboards (India) Ltd and has been overseeing the functioning of the Company’s laminate and furniture divisions. He is the man behind stellar growth of decorative vertical of the Company which includes successful implementation of new supply chain projects & foray into new businesses such as MDF, Exteria & Flooring.

Keeping in view, the vast expertise and knowledge, the Board considers that the appointment of Mr. Keshav Bhajanka would be of immense benefit to the Company and it is desirable to avail services of Mr. Keshav Bhajanka, as a Non-Executive Director.

Mr. Keshav Bhajanka is associated as a whole-time director with Century Plyboards (India) Limited and Century Panels Limited and also associated as Director of Star Cement North East Limited, Star Cement (I) Limited, Makui Properties Private Limited, Sri Ram Merchants Pvt Ltd, Sri Ram Vanijya Pvt Ltd, Ara Suppliers Private Limited, Century Led Limited, Arham Sales Private Limited, Century Infra Limited, Century Ports Limited, Indian Chamber Of Commerce Calcutta, YPO (Calcutta) and doesn’t hold membership in any Committees. During past 3 (years) he has resigned from Dewdrop Enclave Private Limited, Adonis Vyaper Private Limited, Apnapan Viniyog Private Limited and Century Plantations Ltd.

The Board, based on the recommendation of Nomination and Remuneration Committee in their meeting held on 9[th] November, 2023 and considering benefits of the expertise of Mr. Keshav Bhajanka, as a Non-Executive Director, has recommended the resolution for approval of shareholders by way of Special Resolution.

Except Mr. Sajjan Bhajanka, Chairman & Managing Director, being father of Mr. Keshav Bhajanka, none of the Directors or Key Managerial Personnel of the Company and their relatives, other than Mr. Keshav Bhajanka for his appointment, are concerned or interested, financially or otherwise, in Resolutions set out at Item no. 1 .

Statement pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on General Meeting are annexed with this notice.

The Board recommends this Resolution for your approval.

By Order of the Board For Star Cement Limited

Registered Office: Vill: Lumshmong P.O. Khaliehriat Debabrata Thakurta Dist. East Jaintia Hills Company Secretary Meghalaya-793 210

Place: Kolkata Date: 9th November, 2023

ANNEXURE TO ITEM NO. 1 OF THE NOTICE

Details of Director seeking appointment/ re-appointment/ any change in terms of appointment at the voting through Postal Ballot/E-voting

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on General Meeting]

Name of the Director	Mr. Keshav Bhajanka
DIN	03109701
Age (Years)	34
Nationality	Indian
Qualification	He is a meritorious graduate from Warwick University, UK in Bachelors of Accounts and Finance in 2010.
Experience (years)	Around 12 years
Expertise in special functional Area	He is having expertise in sales and Marketing
Date of First Appointment on the Board of the Company	9thNovember, 2023
Terms & condition of Appointment /re-appointment	Non-Executive Director Liable to retire by rotation.
Details of remuneration sought to be paid and remuneration last drawn	None
Shareholding in the Company [Equity share of face value₹ 1/- each] (as at 27th April, 2023)	1,58,317
Relationship between the Directors inter se and other Key Managerial Personnel	Son of Mr. Sajjan Bhajanka, Chairman & Managing Director
No. of Board Meetings attended during the year (Till Date)	One
List of Directorship held in other Companies (excluding Foreign Company)	 Century Plyboards (India) Limited  Century Panels Limited  Star Cement North East Limited  Star Cement (I) Limited  Makui Properties Private Limited  Sri Ram Merchants Pvt Ltd  Sri Ram Vanijya Pvt Ltd  Ara Suppliers Private Limited  Century Led Limited  Arham Sales Private Limited

	 Century Infra Limited  Century Ports Limited  Indian Chamber Of Commerce Calcutta  YPO(Calcutta)
Membership/ Chairmanships of Committees of Boards of other Companies.	None