Key Business Items

Two special resolutions are proposed for shareholder approval through postal ballot (remote e-voting only):

1. Item No. 1: Approval of remuneration for Mr. Gautam Dalamia (DIN: 00009758), Managing Director, for his remaining term of two years from October 30, 2026 to October 29, 2028

2. Item No. 2: Approval of remuneration for Mr. Puneet Yadu Dalmia (DIN: 00022633), Managing Director & CEO, for his remaining term of two years from October 30, 2026 to October 29, 2028

Voting Details

  • Cut-off Date: September 11, 2026 (for determining voting rights)
  • Remote E-voting Period: September 22, 2026 (9:00 AM IST) to October 21, 2026 (5:00 PM IST)
  • E-voting Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Ms. Jyoti Sharma, Practicing Company Secretary (FCS: 8843; CP: 10196)
  • Alternate Scrutinizer: Ms. Varuna Mittal, Practicing Company Secretary (ACS: 57727; CP: 23575)
  • Result Declaration: On or before October 23, 2026 (within 2 working days of e-voting conclusion)
  • Deemed Passing Date: October 21, 2026 if resolutions receive requisite majority

Remuneration Details for Mr. Gautam Dalmia

Fixed Monthly Components:

  • Basic Pay: ₹1,04,16,667
  • Special Pay: ₹44,33,333
  • Total Salary: ₹1,48,50,000

Allowances and Perquisites (not exceeding 15% of salary):

  • Club/Professional membership fees reimbursement
  • Three cars with drivers (petrol, maintenance, insurance, repairs, driver salaries)
  • Leave encashment as per company rules
  • Provident Fund, Superannuation Fund (max ₹1,50,000 p.a.), and Gratuity contributions
  • Communication facilities at residence (not considered perquisites)
  • Medical reimbursement for self and family (not considered in limits)

Other Terms:

  • Annual increments not exceeding 15% of salary on annualized basis
  • Commission subject to availability of profits and Act limits
  • No sitting fees for Board/Committee meetings
  • Headquarters at New Delhi with travel expense reimbursement
  • Permitted to hold Managing Director position at Dalmia Bharat Sugar and Industries Limited

Remuneration Details for Mr. Puneet Yadu Dalmia

Fixed Monthly Components:

  • Basic Pay: ₹1,17,91,667
  • Special Pay: ₹44,66,667
  • Total Salary: ₹1,62,58,334

Allowances and Perquisites (identical structure to Mr. Gautam Dalmia, not exceeding 15% of salary)

Financial Context and Rationale

Both Managing Directors were reappointed for 5-year terms until October 29, 2028 at the 10th AGM held on June 30, 2023. However, remuneration for absence/inadequacy of profits was approved for only 3 years until October 29, 2026. This postal ballot seeks approval for the remaining 2-year period.

Company Financial Performance (Standalone):

  • FY 2023-24: Revenue ₹130 crore, PAT ₹112 crore
  • FY 2024-25: Revenue ₹202 crore, PAT ₹190 crore
  • FY 2025-26: Revenue ₹361 crore, PAT ₹141 crore

Consolidated Financial Performance:

  • FY 2023-24: Revenue ₹14,691 crore, PAT ₹853 crore
  • FY 2024-25: Revenue ₹13,980 crore, PAT ₹699 crore
  • FY 2025-26: Revenue ₹14,804 crore, PAT ₹1,157 crore
  • EBITDA grew 28% from ₹2,407 crore (FY25) to ₹3,083 crore (FY26)
  • PBT grew 77% from ₹817 crore (FY25) to ₹1,450 crore (FY26)

Reason for Inadequate Standalone Profits: The company is a holding company with cement business operated through subsidiaries including Dalmia Cement (Bharat) Limited, Dalmia Cement (North East) Limited, Dalmia Bharat Green Vision Limited, and Alsthom Industries Limited.

Director Background Information

Mr. Gautam Dalmia:

  • Age: 58 years, Director since October 30, 2018
  • Qualifications: B.S. and M.S. in Electrical Engineering from Columbia University
  • Experience: Three decades in cement and sugar industries
  • FY25-26 Remuneration: ₹21.43 crore from Dalmia Bharat Limited, ₹15.53 crore from Dalmia Bharat Sugar and Industries Limited
  • Shareholding: 7 equity shares in Dalmia Bharat Limited

Mr. Puneet Yadu Dalmia:

  • Age: 53 years, Director since October 30, 2018
  • Qualifications: B.Tech from IIT Delhi, PGDBA (gold medalist) from IIM Bangalore
  • Awards: EY Entrepreneur of the Year 2017, Lakshmipat Singhania National Leadership Award 2019, Business Today Best Cement CEO 2023
  • FY25-26 Remuneration: ₹23.56 crore from Dalmia Bharat Limited
  • Relationship: Son of Mr. Yadu Hari Dalmia (Non-executive Chairman)
  • Shareholding: Nil in Dalmia Bharat Limited

Additional Information

  • Foreign investment in company: 7.51% as of September 11, 2026
  • Documents available for inspection at registered office until October 21, 2026
  • Notice available on company website (www.dalmiabharat.com) and NSDL website (www.evoting.nsdl.com)
  • Registrar and Transfer Agent: KFin Technologies Limited