Meeting Details

Date: Thursday, 20th August 2026

Time of Commencement: 10:00 AM

Time of Conclusion: 10:43 AM

Location: Conducted through Video Conferencing (VC) facility

Type of Meeting: 68th Annual General Meeting

Attendees

Directors Present:

  • Shri.M.F.Farooqui, IAS (Retd.) - Independent Director and Chairman (Through VC)
  • Shri.P.R.Venketrama Raja - Managing Director (In Person)
  • Dr.M.S.Krishnan - Independent Director (Through VC)
  • Shri.R.Dinesh - Non-Executive Non-Independent Director and Chairperson of Stakeholders Relationship Committee and Risk Management Committee (Through VC)
  • Shri.Ajay Bhaskar Baliga - Independent Director and Chairperson of Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee (Through VC)
  • Smt.Soundara Kumar - Independent Director (Through VC)

In Attendance:

  • Shri.K.Selvanayagam - Secretary (In Person)

By Invitation:

  • Shri.A.V.Dharmakrishnan - Chief Executive Officer (CEO) (In Person)
  • Shri.S.Vaithiyanathan - Chief Financial Officer (CFO) (In Person)

Scrutiniser:

  • Shri.K.Srinivasan - Chartered Accountant, Partner - M/s.M.S.Jagannathan & N.Krishnaswami, Chartered Accountants (Through VC)

Auditors:

  • Shri.V.Rajeswaran - Representing M/s.SRSV & Associates, Chartered Accountants - Statutory Auditors (Through VC)
  • Shri.M.Vijayan, Smt.V.Jayanthi and Shri.C.Kesavan - Representing M/s.Ramakrishna Raja And Co., Chartered Accountants - Statutory Auditors (Through VC)
  • Shri.K.Sriram - Representing M/s.Sriram Krishnamurthy & Co., Company Secretaries, Secretarial Auditor (Through VC)

Total shareholders attended: 83 members through video conference

Proposed Resolutions and Implications

Ordinary Business - Ordinary Resolutions:

1. Adoption of Financial Statements: Adoption of Company's Separate and Consolidated Audited Financial Statements for the year ended 31st March 2026 and the Reports of the Board of Directors and Auditors thereon

2. Dividend Declaration: Declaration of dividend for the year 2025-2026 at the rate of Rs.2.50 per share, payable to shareholders whose names appear in the Register of Members maintained by the Company and the Register of Beneficial Owners maintained by the Depositories as on 13th August 2026

3. Director Reappointment: Reappointment of Shri.P.R.Venketrama Raja (DIN: 00331406), who retires by rotation, as a Director of the Company

Special Business - Ordinary Resolution:

4. Cost Auditor Remuneration Ratification: Ratification of remuneration of Rs.7,50,000/- (exclusive of GST and out of pocket expenses) to M/s.Geeyes & Co., Cost Accountants (Firm Registration No: 000044), Cost Auditors of the Company, for auditing the Cost Records relating to manufacture of cement and generation of wind energy for the financial year 2026-27

Voting Process and Methods

The voting process was conducted through:

  • Remote e-voting: Available from 9:00 a.m. on Monday, 17th August 2026 to 5:00 p.m. on Wednesday, 19th August 2026 via CDSL Platform
  • E-voting during meeting: Facility kept open for up to 15 minutes after conclusion of the meeting (closed at 10:59 AM) for members attending through VC
  • Members who cast votes by remote e-voting could attend but not vote again
  • The scrutiniser was Shri.K.Srinivasan, Chartered Accountant

Key Voting Outcomes

Resolution 1 - Adoption of Financial Statements:

  • Total votes cast: 183,723,377 shares (77.7526% of outstanding shares)
  • Votes in favor: 183,723,355 shares (100.00% of votes polled)
  • Votes against: 22 shares (0.00% of votes polled)
  • Category-wise participation:
  • Promoter & Promoter Group: 100,554,774 shares voted (100.00% of category holdings)
  • Public Institutions: 80,736,360 shares voted (84.3372% of category holdings)
  • Public Non-Institutions: 2,432,243 shares voted (6.0795% of category holdings)

Resolution 2 - Dividend Declaration:

  • Total votes cast: 183,768,129 shares (77.7715% of outstanding shares)
  • Votes in favor: 183,768,117 shares (100.00% of votes polled)
  • Votes against: 12 shares (0.00% of votes polled)
  • Category-wise participation:
  • Promoter & Promoter Group: 100,554,774 shares voted (100.00% of category holdings)
  • Public Institutions: 80,781,112 shares voted (84.384% of category holdings)
  • Public Non-Institutions: 2,432,243 shares voted (6.0795% of category holdings)

Resolution 3 - Director Reappointment:

  • Total votes cast: 183,768,129 shares (77.7715% of outstanding shares)
  • Votes in favor: 178,544,163 shares (97.1573% of votes polled)
  • Votes against: 5,223,966 shares (2.8427% of votes polled)
  • Category-wise participation:
  • Promoter & Promoter Group: 100,554,774 shares voted (100.00% of category holdings) - 100% in favor
  • Public Institutions: 80,781,112 shares voted (84.384% of category holdings) - 93.535% in favor, 6.465% against
  • Public Non-Institutions: 2,432,243 shares voted (6.0795% of category holdings) - 99.9412% in favor, 0.0588% against

Resolution 4 - Cost Auditor Remuneration:

  • Total votes cast: 183,768,129 shares (77.7715% of outstanding shares)
  • Votes in favor: 183,766,997 shares (99.9994% of votes polled)
  • Votes against: 1,132 shares (0.0006% of votes polled)
  • Category-wise participation:
  • Promoter & Promoter Group: 100,554,774 shares voted (100.00% of category holdings) - 100% in favor
  • Public Institutions: 80,781,112 shares voted (84.384% of category holdings) - 100% in favor
  • Public Non-Institutions: 2,432,243 shares voted (6.0795% of category holdings) - 99.9535% in favor, 0.0465% against

Invalid Votes:

  • Public Institutions: 134,974 invalid votes across all resolutions
  • Promoter & Promoter Group: 0 invalid votes
  • Public Non-Institutions: 0 invalid votes

All four resolutions were passed with requisite majority.

Scrutiniser's Role and Findings

Shri.K.Srinivasan, Chartered Accountant and Partner of M/s.M.S.Jagannathan & N.Krishnaswami, served as the scrutiniser. The scrutiniser provided the results of the e-voting, which were announced to stock exchanges and displayed on the company's website. The scrutiniser's report confirmed the validity and accuracy of the voting process and results.

Compliance with Laws and Regulations

The meeting was conducted in compliance with:

  • Circulars issued by the Ministry of Corporate Affairs, Government of India
  • Securities and Exchange Board of India (SEBI) regulations
  • Companies Act, 2013 requirements
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

The company obtained necessary certificate dated 22.05.2026 from Secretarial Auditors regarding implementation of Employee Stock Option Schemes. Registers required under Companies Act, 2013 were made available electronically for inspection.

Additional Information

The meeting included:

  • Chairman's speech reviewing company performance
  • Managing Director's speech
  • Q&A session with 4 registered speaker shareholders
  • Two-way communication facility for registered shareholders
  • Statutory Auditors' Report was unqualified/unmodified and taken as read