Key Resolutions for Shareholder Approval

Item 1: Re-appointment of Mr. Nilesh Narwekar

  • Resolution Type: Ordinary Resolution
  • Director Details: Mr. Nilesh Narwekar (DIN: 06908109)
  • Proposed Role: Whole-time Director and Chief Executive Officer (CEO)
  • Proposed Tenure: 3 years, from 9th August, 2026 to 8th August, 2029
  • Current Tenure End Date: 8th August, 2026
  • Retirement: Liable to retire by rotation
  • Remuneration Details: The Board has recommended an increase in the overall ceiling on his remuneration from ₹45,00,000 per month (approved in AGM on 26th September, 2023) to ₹70,00,000 (Seventy Lakh) per month. The remuneration will be fixed by the Board within this ceiling and will include salary, perquisites, and allowances. The value of ESOPs granted/to be granted is excluded from this ceiling.
  • Background: Aged 55, holds a B.Tech (Electronics and Communications) and a Master's in Management Studies. Previously a partner at PricewaterhouseCoopers. Associated with JSW Cement since 17th July, 2017. Has over 25 years of experience.

Item 2: Re-appointment of Mr. Sumit Banerjee

  • Resolution Type: Special Resolution
  • Director Details: Mr. Sumit Banerjee (DIN: 00213826)
  • Proposed Role: Independent Director
  • Proposed Tenure: Second term of 5 consecutive years, from 28th July, 2026 to 27th July, 2031
  • Current Tenure End Date: 27th July, 2026
  • Retirement: Not liable to retire by rotation
  • Age Provision: The resolution includes approval for his continuation as an Independent Director beyond the age of 75 years until the end of his proposed tenure on 27th July, 2031.
  • Remuneration: Entitled to sitting fees for board/committee meetings as per the Companies Act, 2013. Sitting fees drawn for FY26 were ₹0.19 Crores.
  • Background: Aged 69, holds a B.Tech (Mechanical Engineering) from IIT Kharagpur. Has completed executive programs from Harvard Business School and IIM Ahmedabad. Former MD & CEO of ACC Limited and has held leadership roles at Reliance Cement, L&T, and Hindalco. Has 36 years of experience. Holds directorships in Emami Paper Mills Ltd and NCC Ltd among others.

Postal Ballot & E-Voting Process

  • Cut-Off Date: Friday, 5th June, 2026 (for determining eligibility to vote)
  • E-Voting Service Provider: National Securities Depositories Limited (NSDL)
  • Voting Period Commencement: 9:00 a.m. (IST) on Saturday, 13th June, 2026
  • Voting Period End: 5:00 p.m. (IST) on Sunday, 12th July, 2026
  • Distribution: The notice is being sent only through electronic mode to members whose email addresses are registered with their depositories.
  • Scrutinizer: Ms. Meghana Mhatre, Practicing Company Secretary (Membership No. ACS 18352, CP No. 7499), has been appointed to conduct the e-voting process.
  • Result Declaration: The results will be announced on or before Tuesday, 14th July, 2026, and displayed on the company's website (www.jswcement.in) and NSDL's website (www.evoting.nsdl.com).
  • Deemed Passing Date: Resolutions shall be deemed passed on the last date of e-voting, i.e., 12th July, 2026, subject to receiving requisite votes.

Document Availability

The full Postal Ballot Notice with Explanatory Statement is available on the company's website at www.jswcement.in and on NSDL's e-voting website at www.evoting.nsdl.com.