Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Star Cement Limited

Meeting Details

The 25th Annual General Meeting was duly convened and held on Friday, 25th September, 2026 at 11:30 A.M. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) facility. The meeting commenced at 11:30 A.M. and concluded at 12:28 P.M.

Shareholder Participation

The total number of members as on the cut-off date (18th September, 2026) was 64,601. As the AGM was conducted through video conferencing, physical attendance of members was dispensed with, and the facility for appointment of proxies was also dispensed with.

Number of members attended the meeting through Video Conferencing:

  • Promoters and Promoter Group: 22 members
  • Public Shareholders: 68 members

Voting Process

The mode of voting for all resolutions was Remote e-voting which commenced on Monday, 21st September, 2026 from 09:00 A.M. (IST) and ended at 05:00 P.M. (IST) on Thursday, 24th September, 2026, followed by e-voting at the Annual General Meeting. M/s MKB & Associates, Practising Company Secretaries, was appointed as Scrutinizer for this purpose.

Resolution Summary and Voting Outcomes

All 12 resolutions were passed with requisite majority. The detailed voting results are as follows:

Ordinary Business

Item No. 1: Ordinary Resolution - To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2026 and the Reports of Board of Directors and Auditors thereon.

  • Total valid votes cast: 31,18,15,086
  • Votes in favor: 31,18,14,268 (99.9997%)
  • Votes against: 818 (0.0003%)

Item No. 2: Ordinary Resolution - To confirm the payment of interim dividend @100% (i.e. ₹1/- per equity share of ₹1/- each) declared on 08th August, 2025 and interim dividend @100% (i.e. ₹1/- per equity share of ₹1/- each) declared on 06th February, 2026 during the Financial Year 2025-26.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 31,18,45,881 (99.9997%)
  • Votes against: 818 (0.0003%)

Item No. 3: Ordinary Resolution - To appoint a Director in place of Mr. Tushar Bhajanka (DIN: 09179632), who retires by rotation and being eligible, offers himself for re-appointment.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 30,97,15,424 (99.3166%)
  • Votes against: 21,31,275 (0.6834%)

Item No. 4: Ordinary Resolution - To appoint a Director in place of Mr. Keshav Bhajanka (DIN: 03109701), who retires by rotation and being eligible, offers himself for re-appointment.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 31,02,29,353 (99.4814%)
  • Votes against: 16,17,346 (0.5186%)

Item No. 10: Ordinary Resolution - To ratify the remuneration payable to the Cost Auditors for the Financial Year ending 31st March, 2027.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 31,18,45,615 (99.9997%)
  • Votes against: 1,084 (0.0003%)

Item No. 11: Ordinary Resolution - To approve Material Related Party Transactions with Star Smart Building Solutions Limited [Formerly Star Cement (I) Limited] upto an amount of ₹1000 crores for the FY 2026-27.

  • Total valid votes cast: 10,02,43,671
  • Votes in favor: 9,95,28,424 (99.2865%)
  • Votes against: 7,15,247 (0.7135%)
  • Invalid votes: 6,44,154

Item No. 12: Ordinary Resolution - To approve Material Related Party Transactions with Star Cement North East Limited upto an amount of ₹3000 crores for the FY 2026-27.

  • Total valid votes cast: 10,02,43,671
  • Votes in favor: 10,00,14,279 (99.7712%)
  • Votes against: 2,29,392 (0.2288%)
  • Invalid votes: 6,44,154
Special Business

Item No. 5: Special Resolution - To approve re-appointment of Mr. Prem Kumar Bhajanka (DIN: 00591512) as Vice Chairman & Managing Director of the Company for a further period of three years w.e.f 1st April, 2027.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 31,02,01,180 (99.4723%)
  • Votes against: 16,45,519 (0.5277%)

Item No. 6: Special Resolution - To approve re-appointment Mr. Sajjan Bhajanka (DIN: 00246043) as Chairman & Managing Director of the Company for a further period of three years w.e.f. 1st April, 2027.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 31,02,01,180 (99.4723%)
  • Votes against: 16,45,519 (0.5277%)

Item No. 7: Special Resolution - To approve re-appointment of Mr. Sanjay Agarwal (DIN: 00246132) as Managing Director of the Company for a further period of three years w.e.f. 1st April, 2027.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 30,97,15,524 (99.3166%)
  • Votes against: 21,31,175 (0.6834%)

Item No. 8: Special Resolution - To approve revision of remuneration payable to Mr. Pankaj Kejriwal (DIN: 00383635), Executive Director w.e.f. 1st April, 2025 for remaining period of his present term of appointment.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 31,18,45,175 (99.9995%)
  • Votes against: 1,524 (0.0005%)

Item No. 9: Special Resolution - To approve re-appointment Mr. Pankaj Kejriwal (DIN: 00383635) as Executive Director of the Company for a further period of three years w.e.f. 1st April, 2027.

  • Total valid votes cast: 31,18,46,699
  • Votes in favor: 31,03,65,258 (99.5249%)
  • Votes against: 14,81,441 (0.4751%)

Scrutinizer's Role and Findings

Mr. Raj Kumar Banthia, Partner of MKB & Associates, was appointed as Scrutinizer to scrutinize the voting process. The scrutinizer reported that:

  • The notice dated 7th August, 2026 was sent electronically to members on 3rd September, 2026
  • A total of 280 members cast their votes through remote e-voting
  • None of the members exercised voting rights electronically during the AGM
  • After conclusion of voting, the votes cast electronically at the meeting were counted first, followed by unblocking of remote e-voting votes in presence of witnesses
  • All votes were valid except votes cast by 2 members in resolution nos. 11 and 12 which were invalid
  • The remote e-voting register and related papers are under the scrutinizer's safe custody

Compliance Confirmation

The company confirmed compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as well as Regulation 44 of SEBI (LODR) Regulations, 2015. The remote e-voting results along with Scrutinizer's Report are available on the company's website and on the website of National Securities Depository Limited.