UltraTech Cement Ltd — Proxy Solicitation & Information Statement 2024

Sep 25, 2024

==> picture [97 x 97] intentionally omitted <==

25[th] September, 2024

BSE Limited The Manager Corporate Relationship Department Listing Department Phiroze Jeejeebhoy Towers, The National Stock Exchange of India Limited Dalal Street, “Exchange Plaza”, Bandra-Kurla Complex, Mumbai 400 001. Bandra (East), Mumbai 400 051. Scrip Code: 532538 Scrip Code: ULTRACEMCO

Sub: Notice of Postal Ballot

Ref.: a. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) b. ISIN: INE481G01011

Dear Sirs,

With reference to above regulation, enclosed is the Postal Ballot Notice dated 25[th] September, 2024 for seeking approval of the Members of the Company through remote e-voting for appointment of Dr. Vikas Balia (DIN: 00424524) as an Independent Director (Special Resolution).

The remote e-voting will commence on Friday, 27[th] September, 2024 (9:00 a.m. IST) and will end on Saturday, 26[th] October, 2024 (5:00 p.m. IST). The results of the Postal Ballot will be announced on or before Monday, 28[th] October, 2024.

The Notice is being dispatched electronically to Members whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company / KFin Technologies Limited, Registrar and Transfer Agents of the Company and the Depositories and whose email IDs are registered as at close of business hours on Friday, 20[th] September, 2024 (“cut-off date”).

The Notice is also uploaded on the Company’s website and can be accessed at https://www.ultratechcement.com/corporate/investors-/corporate-governance.

This is for your information and records please.

Thanking You,

Yours faithfully, For UltraTech Cement Limited

SANJEEB KUMAR Digitally signed by SANJEEB KUMAR CHATTERJEE CHATTERJEE Date: 2024.09.25 12:07:12 +05'30' Sanjeeb Kumar Chatterjee Company Secretary and Compliance Officer

Cc:

Luxembourg Stock Exchange Singapore Exchange BP 165 / L – 2011 Luxembourg 11 North Buona Vista Drive, #06-07 Scrip Code: The Metropolis Tower 2, Singapore 138589 US90403E1038 and US90403E2028 ISIN Code: US90403YAA73 and USY9048BAA18

==> picture [84 x 44] intentionally omitted <==

UltraTech Cement Limited

Registered Office : Ahura Centre, B – Wing, 2[nd] Floor, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India T: +91 22 6691 7800 / 2926 7800 I F: +91 22 6692 8109 I W: www.ultratechcement.com/www.adityabirla.com I CIN : L26940MH2000PLC128420

==> picture [93 x 84] intentionally omitted <==

UltraTech Cement Limited

Registered Office : ‘B’ Wing, Ahura Centre, 2[nd] Floor, Mahakali Caves Road, Andheri (East), Mumbai 400 093

Tel No.: 022-66917800/29267800; Website : www.ultratechcement.com; CIN : L26940MH2000PLC128420

POSTAL BALLOT NOTICE

Commencement of Remote e-voting End of Remote e-voting Friday, 27[th] September, 2024 Saturday, 26[th] October, 2024 (9.00 a.m. IST) (5:00 p.m. IST)

To

The Members,

NOTICE is hereby given pursuant to the applicable provisions of the Companies Act, 2013 (“Act”) and Rules made thereunder (“Rules”), 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”) read with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting postal ballot process through e-voting vide various general circulars issued by MCA (“MCA Circulars”), including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force and subject to other applicable laws and regulations, that the resolution appended below is proposed to be passed by the Members via Postal Ballot through remote e-voting.

This Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ National Securities Depository Limited (“NSDL”) and / or Central Depository Services (India) Limited (“CDSL”) (collectively referred to as Depositories or NSDL / CDSL) / KFin Technologies Limited (“KFin”), Registrar and Share Transfer Agent (“RTA”) of the Company and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 20[th] September, 2024 (“Cut-off date”). Accordingly, hard copy of the notice along with the Postal Ballot Form will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e-voting system only.

The proposed resolution and the explanatory statement setting out the material facts as required in terms of Section 102 of the Act read with the Rules and the MCA Circulars forms part of the Postal Ballot Notice (‘Notice’) for seeking consent of the Members of the Company through Postal Ballot by remote e-voting only.

The Notice will also be available on the Company’s website www.ultratechcement.com, websites of the Stock Exchanges, i.e. BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively and website of KFin at https://evoting.kfintech.com.

In compliance of the MCA Circulars on Postal Ballot process, the voting on the resolution covered in the Notice will take place through remote e-voting only and physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Please refer to detailed instructions for remote e-voting explained in notes to the Notice.

Page 1 of 11

SPECIAL BUSINESS

Item no. 1:

Appointment of Dr. Vikas Balia (DIN: 00424524) as an Independent Director

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable Rules, if any (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), 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(s) thereof, for the time being in force) and the Articles of Association of the Company, Dr. Vikas Balia (DIN: 00424524), who was appointed as an Additional Director (Independent) of the Company, with effect from 10[th] October, 2024, being eligible and fulfilling the criteria of independence as provided in the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years with effect from 10[th] October, 2024 till 9[th] October, 2029 (both days inclusive).

RESOLVED FURTHER THAT the Board of Directors of the Company or any duly constituted Committee of the Board be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary or expedient to give effect to this resolution.”

By Order of the Board

Sanjeeb Kumar Chatterjee Company Secretary F4533

Place: Mumbai Date: 25[th] September, 2024

Page 2 of 11

NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (“the Act”) setting out the material facts and reasons in respect of the resolution as set out above, is annexed hereto and forms part of this Notice.

2. Pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules made thereunder and General Circular No. 09/2024 dated 19[th] September, 2024, other Circulars issued by the Ministry of Corporate Affairs (“MCA”) from time to time, and Circular No. SEBI/HO/CFD/CFDPoD2/P/CIR/2023/167 dated 7[th] October, 2023 issued by the Securities and Exchange Board of India (“SEBI”) (“the Circulars”), companies have an option to seek the approval of the Members through Postal Ballot (via remote e-voting) for the above-mentioned resolution, instead of getting the same passed at a General Meeting. Accordingly, if the resolution is approved by the Members through Postal Ballot via remote e-voting, it shall be deemed to have been passed as if the same has been passed at a General Meeting of the Members convened in this regard.

3. Dispatch of Postal Ballot Notice through electronic mode

In accordance with the provisions of the the circulars, this Notice is being sent through email only to Members whose email IDs are registered with KFin Technologies Limited (“KFin”), Registrar and Share Transfer Agent (“RTA”) of the Company, National Securities Depository Limited (“NSDL”) and / or Central Depository Services (India) Limited (“CDSL”) (collectively referred to as Depositories or NSDL / CDSL) as at close of business hours on Friday, 20[th] September, 2024, (“cut-off date”). As per the the Circulars, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only. In respect of those members who have not registered their e-mail IDs, the Company has mentioned the documents to be provided to KFin hereunder.

Members may note that the Notice will be available on the Company’s website www.ultratechcement.com, website of the Stock Exchanges i.e. BSE Limited (“BSE") and the National Stock Exchange of India Limited (“NSE") at www.bseindia.com and www.nseindia.com respectively and on the website of KFin at https://evoting.kfintech.com.

4. Registration of e-mail ID

Members who have not registered their email IDs are requested to do so at the earliest. Members holding shares in:

• Electronic mode can register their email ID by contacting their respective Depository Participant(s) (“DP”).

• Physical mode can register their email ID with the Company or KFin. Requests can be emailed to utclpb24@adityabirla.com or einward.ris@kfintech.com or by logging into https://ris.kfintech.com/clientservices/isc/isrforms.aspx. All updations to be done through ISR Forms only.

• Members whose names appears in the Register of Members / List of Beneficial Owners as on the cut-off date only i.e., Friday, 20[th] September, 2024 shall be entitled to vote on the resolution set out in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

6. Instructions for remote e-voting

• i. In compliance with the provisions of Sections 108 and110 of the Act read with the Rules as amended and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Page 3 of 11

Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time, the Company is providing facility to the Members to exercise voting through electronic voting system (“remote e-voting”) on the e-voting platform provided by KFin. The Members may cast their votes remotely, using remote e-voting only on the dates mentioned hereunder. The instructions for remote e-voting forms part of this Notice.

• ii. Facility to exercise vote through remote e-voting will be available during the following period:

Commencement of Remote e-voting	End of Remote e-voting
Friday, 27thSeptember, 2024 (9.00 a.m. IST)	Saturday, 26thOctober, 2024 (5:00p.m. IST)

• iii. The remote e-voting module shall be disabled by KFin for voting thereafter. 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.

• iv. During the above period, Members of the Company holding shares either in physical form or in dematerialised form, as on Friday, 20[th] September, 2024, i.e., cut-off date, may cast their vote by remote e-voting.

• v. Mr. Anish Gupta, Partner, VKMG & Associates LLP is appointed as the Scrutinizer for conducting the Postal Ballot only through remote e-voting process in a fair and transparent manner. The Scrutinizer’s decision on the validity of remote e-voting will be final.

• vi. The process and manner for remote e-voting is as under:

• a. In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e-voting Circular”) the Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by KFin, on the resolutions set forth in this Notice. The instructions for remote e-voting are given herein below.

• b. E-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

• c. Individual demat account holders would be able to cast their vote without having to register again with the E-voting Service Provider (“ESP”) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

• d. The process and manner of remote e-voting is explained below:

  • i. Access to Depositories e-voting system in case of individual Members holding shares in demat mode.

  • ii. Access to KFin e-voting system in case of Members holding shares in physical and non-individual Members in demat mode.

Page 4 of 11

• I. Access to Depositories e-voting system in case of individual Members holding shares in demat mode.

Type of Member

Login

Individual Members holding securities in demat mode with NSDL

1. Existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i. Visit the e-services website of NSDLhttps://eservices.nsdl.com either on a personal computer or on a mobile. ii. On the e-services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. Thereafter enter the existing user id and password. iii. After successful authentication, Members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e-voting services, after which the e-voting page will be displayed. iv. Click on company name i.e. ‘UltraTech Cement Limited’ or ESP i.e. KFin. v. Members will be re-directed to KFin’s website for casting their vote during the remote e-voting period. 2. Those not registered under IDeAS: i. Visithttps://eservices.nsdl.comfor registering. ii. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii. Visit the e-voting website of NSDL https://www.evoting.nsdl.com. iv. 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. v. Members will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), password / OTP and a verifcation code as shown on the screen. vi. After successful authentication, Members will be redirected to NSDL Depository site wherein they can see e-voting page. vii. Click on company name i.e UltraTech Cement Limited or ESP name i.e KFin after which the Member will be redirected to ESP website for casting their vote during the remote e-voting period. viii. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Page 5 of 11

Type of Member	Login Method
Individual Members holding securities in demat mode with CDSL	1. Existing user who have opted for Electronic Access To Securities Information (“Easi/ Easiest”) facility: i. Visit https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com. ii. Click on New System Myeasi. iii. Login to Myeasi option under quick login. iv. Login with the registered user ID and password. v. Members will be able to view the e-voting Menu. vi. The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of KFin to cast their vote without any further authentication. 2. User not registered for Easi/ Easiest i. Visithttps://web.cdslindia.com/myeasi/Registration/EasiRegistration for registering. ii. Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii. After successful registration, please follow the steps given in point no. 1 above to cast your vote. 3. Alternatively, by directly accessing the e-voting website of CDSL i. Visitwww.cdslindia.com. ii. Provide demat account number and PAN. iii. System will authenticate user by sending OTP on registered mobile and email as recorded in the demat Account. iv. After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, viz. ‘UltraTech Cement Limited’ or select KFin. v. Members will be re-directed to the e-voting page of KFin to cast their vote without anyfurther authentication.
Individual Members login through their demat accounts / website of DPs	i. Members can also login using the login credentials of their demat account through their DPs registered with the Depositories for e-voting facility. ii. Once logged-in, Members will be able to view e-voting option. iii. Upon clicking on e-voting option, Members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv. Click on options available against ‘UltraTech Cement Limited’ or ‘KFin’. v. Members will be redirected to e-voting website of KFin for casting their vote during the remote e-voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

**Login type **	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.:1800 102 0990and1800 22 4430
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 or 022-23058542-43

Page 6 of 11

II. Access to KFin e-voting system in case of members holding shares in physical and non-individual members in demat mode.

Members whose e-mail IDs are registered with the Company / DPs, will receive an e-mail from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

• i. Launch internet browser by typing the URL: https://emeetings.kfintech.com.

• ii. Enter the login credentials (i.e., User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting the vote.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, e-mail ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the “EVEN” i.e., ‘UltraTech Cement Limited’ and click on “Submit”

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option “ABSTAIN”. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix. In case you do not desire to cast your vote, it will be treated as abstained.

• x. You may then cast your vote by selecting an appropriate option and click on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the resolution.

• The report of the Scrutinizer shall be submitted to the Chairman or Managing Director of the Company (or to such other person authorised by them) after the completion of scrutiny of remote e-voting. The result of voting will be announced on or before Monday, 28[th] October, 2024. These results will also be displayed along with the Scrutinizer Report on the notice board of the Company at its Registered Office. The results will also be posted on the website of the Company www.ultratechcement.com, website of KFin at https://evoting.kfintech.com, and will also be intimated to NSE and BSE.

• The resolution, if passed by requisite majority, shall be deemed to have been passed on Saturday, 26[th] October, 2024 i.e. the last date specified for receipt of votes through the remote e-voting process.

• All relevant documents referred to in the Explanatory Statement shall be available for inspection electronically without any fee by the Members from the date of dispatch of this notice till the last date of the remote e-voting process. Members seeking to inspect such documents can send an e-mail at utclpb24@adityabirla.com.

Page 7 of 11

• 10.Members of the Company including Institutional Investors are encouraged to vote on the resolutions proposed in this Notice.

General Guidelines for Members:

1. Institutional members (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 signatures of the duly authorised signatory(ies) who are authorised to vote on their behalf. The documents should be emailed to einward.ris@kfintech.com with the subject line “UltraTech Cement Limited Postal Balot 2024”.

2. In case of any query and/ or assistance required, Members may refer to the Help & Frequently Asked Questions (“FAQs”) available at the download section of https://evoting.kfintech.com or contact Mr. S.V. Raju, Deputy Vice President – Corporate Registry or Mr. Satish Poojary, Senior Manager – Corporate Registry, KFin at the email ID evoting@kfintech.com or on phone No.: 040-6716 1500 or call KFin’s toll free No.: 1800 309 4001 for any further clarifications/ technical assistance that may be required.

Page 8 of 11

ANNEXURE TO THE NOTICE Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013:

Item No. 1: Appointment of Dr. Vikas Balia (DIN: 00424524) as an Independent Director

The Board of Directors by resolution dated 25[th] September, 2024, and based on the recommendation of the Nomination, Remuneration and Compensation Committee (“NRC Committee”), appointed Dr. Vikas Balia as an Additional Director (Independent) of the Company, to hold office for a period of five consecutive years with effect from 10[th] October, 2024 upto 9[th] October, 2029 (both days inclusive), not liable to retire by rotation, subject to approval of the Members of the Company.

Dr. Vikas Balia is a Senior Advocate and a rank holding Chartered Accountant, with a Master’s degree in Mercantile Laws as well as a doctoral research (Ph. D) on Securitization Laws.

He founded Legalsphere, a full-service law and consulting law firm. His expertise extends to handling transactions, conducting due diligences, and providing advisory services, demonstrating a well-rounded approach to legal practice that integrates strategic and practical insights.

With a background in finance, accounting and law, Dr. Balia possesses a deep understanding of complex financial matters, regulatory requirements, and auditing standards.

He is director on the boards of several companies, viz. Hindalco Industries Limited; ideaForge Technology Limited; Hasti Petrochemical and Shipping Limited, among others. He also mentors a few start-ups.

Key skills, expertise and competencies of Dr. Balia are as follows: Corporate Governance, Legal and Compliance, Environmental and Social Sustainability, Finance Literacy, General Management, Industry Knowledge, Innovation, Technology and Digitization, Risk Management and Strategic Expertise

In the opinion of the Board, Dr. Balia fulfils the conditions for his appointment as Independent Director as specified in the Companies Act, 2013 (“Act”), the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). Dr. Balia is independent of the management. Considering his vast experience and qualifications, the Board is of the opinion that Dr. Balia’s appointment as an Independent Director is in the best interest of and beneficial to the Company.

The Company has received a notice from a Member in terms of the provisions of Section 160 of the Act, proposing the appointment of Dr. Balia as a Director of the Company.

Dr. Balia has consented to act as a Director of the Company, if appointed. He has submitted a declaration confirming that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has not been debarred or disqualified from being appointed as a Director of the Company by any order of the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The Company has received a declaration from Dr. Balia that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further, Dr. Balia has confirmed that his name does not appear in the list of wilful defaulters issued by the Reserve Bank of India.

In terms of Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, other requisite information, as required, forms part of the Annexure to this Notice.

Page 9 of 11

Dr. Balia shall be paid remuneration by way of fees for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings, commission or in any other manner, within the limits stipulated under Section 197 of the Act.

A copy of the draft letter of appointment as Independent Director setting out the terms and conditions is available for inspection by the Members on the following weblink https://www.ultratechcement.com/about-us/board-of-directors.

Dr. Balia is not related to any other Director and Key Managerial Personnel of the Company.

None of the Directors, Key Managerial Personnel or their relatives except Dr. Balia and his relatives, are in any way, concerned or interested in the said resolution.

The Board accordingly recommends the resolution set out at item no. 1 of this Notice for your approval.

By Order of the Board

Sanjeeb Kumar Chatterjee Company Secretary F4533

Place: Mumbai Date: 25[th] September, 2024

Page 10 of 11

Disclosure relating to Director pursuant to Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings (SS-2):

on General Meetings (SS-2):
Name of Director	Dr. Vikas Balia
DIN	00424524
Brief Resume	Dr. Vikas Balia is a Senior Advocate and a rank holding Chartered Accountant, with a Master’s degree in Mercantile Laws as well as a doctoral research (Ph. D) on Securitization Laws. With a background in finance, accounting and law, Dr. Balia possesses a deep understanding of complex financial matters, regulatory requirements, and auditing standards. For further details, please refer to the explanatory statement forming part of this Notice.
**Date of Birth / Age **	4thAugust,1975 / 49years
Date of First Appointment	10thOctober,2024
Expertise in specific functional area, experience, skills and capabilities required for the role as an Independent Director	Please refer to the explanatory statement forming part of this Notice.
Qualification	Designated Senior Advocate; Chartered Accountant; Master’s degree in Mercantile Laws;Ph.D on Securitization Laws
Terms and condition of appointment	Not Liable to retire by rotation
Remuneration last drawn	Not Applicable[Appointment effective from 10thOctober,2024]
Remuneration proposed to be paid	Dr. Balia shall be paid remuneration by way of sitting fees for attending Board or Committee Meetings of the Company or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and/or Committee meetings of the Company and profit related commission within the limits stipulated under Section 197 of the Companies Act,2013,effective his date of appointment.
Shareholding in the Company	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Nil
No. of Board meetings attended during FY 2023-24	Not Applicable [Appointment effective from 10thOctober, 2024]
Names of other public limited companies in which directorships held	i. Hasti Petro Chemical and Shipping Limited ii. ideaForge Technology Limited iii. Hindalco Industries Limited
Chairman / Member of the Committee of Directors of other public limited companies in which he / she is a Director	Audit Committee i. ideaForge Technology Limited (Chairman) ii. Hasti Petro Chemical and Shipping Limited (Chairman) iii. Hindalco Industries Limited (Chairman) Stakeholders Relationship Committee i. ideaForge TechnologyLimited
Listed entities in which the Director has resigned in past threeyears	Nil

Note: 1) Pursuant to Regulation 26 of the Listing Regulations, only two Committee viz. Audit Committee and Stakeholders’ Relationship Committee have been considered.

Page 11 of 11