Key Resolutions for Shareholder Approval

Resolution 1: Approval for Payment of Remuneration and Incentive to Mr. Tushar Bhajanka, Deputy Managing Director

  • Period: 1st April, 2026 to 21st May, 2026
  • Remuneration: ₹3,00,00,000 per annum fixed salary
  • Incentive: Up to 2% of Consolidated EBITDA (before charging incentive) for FY 2026-27 onwards
  • Resolution Type: Special Resolution
  • Rationale: Mr. Bhajanka was previously drawing salary from subsidiary Star Cement North East Limited and not from the company

Resolution 2: Change in Designation & Re-appointment of Mr. Tushar Bhajanka as Managing Director & CEO

  • New Designation: Managing Director & Chief Executive Officer (CEO)
  • Term: 3 years from 22nd May, 2026 to 21st May, 2029
  • Remuneration: Same as Resolution 1 - ₹3 crore annual salary + up to 2% EBITDA incentive
  • Resolution Type: Special Resolution
  • Background: Currently Deputy Managing Director since 8th August, 2023
  • Qualifications: M-phil in Economics from Cambridge University, 7 years experience
  • Shareholding: 10,32,041 equity shares as of 31st March, 2026

Resolution 3: Change in Designation of Mr. Prem Kumar Bhajanka

  • New Designation: From 'Managing Director' to 'Vice Chairman & Managing Director'
  • Effective: 22nd May, 2026 for remaining tenure until 31st March, 2027
  • Remuneration: Existing terms continue (₹1,98,00,000 per annum as last drawn)
  • Resolution Type: Special Resolution
  • Experience: 46 years in industry, Commerce Graduate
  • Shareholding: 4,34,99,400 equity shares as of 31st March, 2026

Postal Ballot Process Details

  • Cut-off Date: Friday, 3rd July, 2026 for determining voting eligibility
  • E-voting Service Provider: National Securities Depository Limited (NSDL)
  • Voting Period: Saturday, 11th July, 2026 at 09:00 AM to Sunday, 9th August, 2026 at 05:00 PM IST
  • Results Declaration: On or before Tuesday, 11th August, 2026 by 05:00 PM IST
  • Scrutinizer: Mr. Raj Kumar Banthia (ACS 17190/CP-18428) of M/s. MKB & Associates, with Mr. Manoj Kumar Banthia (ACS-11470/CP-7596) as alternate
  • Voting Method: Remote e-voting only - no physical ballot option available

Document Distribution

  • Sent electronically to members with registered email addresses as of cut-off date
  • Available on company website: www.starcement.co.in
  • Published in one regional newspaper (Meghalaya) and one English newspaper (nationwide)
  • Physical copies not being sent to shareholders

Company Financial Context (as disclosed)

  • FY 2025-26 Revenue: ₹2,40,673.02 lakhs
  • FY 2025-26 Net Profit before Tax: ₹19,888.78 lakhs
  • FY 2024-25 Net Loss before Tax: ₹(8,477.12) lakhs
  • FY 2023-24 Net Profit before Tax: ₹33,893.88 lakhs
  • Dividend: 100% declared and paid twice during FY 2025-26

Additional Information

  • Both Mr. Tushar Bhajanka and Mr. Prem Kumar Bhajanka are part of promoter group
  • Father-son relationship exists between Prem Kumar Bhajanka and Tushar Bhajanka
  • No stock options or sitting fees payable to Mr. Tushar Bhajanka
  • In case of inadequate profits, remuneration payable as minimum remuneration under Companies Act provisions
  • All relevant documents available for inspection at registered office and company website