AGM MINUTES

THE RAMCO CEMENTS LIMITED MINUTES OF THE 68TH ANNUAL GENERAL MEETING Day & Date Thursday, the 20th August 2026 The Annual General Meeting was held through Video Conferencing (VC) Time of Commencement 10.00AM Time of Conclusion 10.43 AM MODE OF DIRECTORS PRESENT CATEGORY/ POSITION ATIENDANCE Independent Director and Chairman of the Shri.M.F.Farooqui, IAS (Retd.) Through VC Board Shri.P.R.Venketrama Raja Managing Director In Person Dr.M.S.Krishnan Independent Director Through VC Non-Executive Non-Independent Director and Chairperson of Stakeholders Shri.R.Dinesh Through VC Relationship Committee and Risk Management Committee Independent Director and Chairperson of Audit Committee, Nomination and Shri.Ajay Bhaskar Baliga Through VC Remuneration Committee and Corporate Social Responsibility Committee Smt.Soundara Kumar Independent Director Through VC IN ATTENDANCE Secretary In Person Shri.K.Selvanayagam BY INVITATION Shri.A.V.Dharmakrishnan Chief Executive Officer (CEO) In Person Shri.S.Vaithiyanathan Chief Financial Officer (CFO) In Person Chartered Accountant. Partner - SCRUTINISER M/s.M.S.Jagannathan & N.Krishnaswami, Through VC Shri.K.Srinivasan Chartered Accountants. MODE OF AUDITORS ATIENDANCE Representing M/s.SRSV & Associates, Shri.V.Rajeswaran Through VC Chartered Accountants - Statutory Auditors Representing M/s.Ramakrishna Raja And Shri.M.Vijayan, Smt.V.Jayanthi Co., Chartered Accountants - Statutory Through VC and Shri.C.Kesavan Auditors Representing Shri.K.Sriram M/s.Sriram Krishnamurthy & Co., Company Through VC CHAIRMAN'S INITIAL Secretaries, Secretarial Auditor The meeting was attended by 83 members through vc. THE RAMCO CEMENTS LIMITED - 2 - The Secretary welcomed the Shareholders and informed that the Meeting was held through VC in compliance with the circulars issued by the Ministry of Corporate Affairs, Government of India and Securities and Exchange Board of India. He further informed that the Company, through CDSL Platform, had provided video conference facility to shareholders to attend the meeting. Then Secretary requested the Chairman to preside over the meeting. Shri.M.F.Farooqui, IAS (Retd.), Chairman of the Company presided and welcomed the Shareholders. The Chairman gave a brief introduction of Managing Director and all other Directors present. The Chairman explained the absence of Shri.CK.Ranganathan, Director, which was due to unavoidable circumstances. The Chairman confirmed that the quorum was present and called the meeting to order. Secretary informed the Shareholders that the Registers as required under the Companies Act, 2013, were made available electronically for inspection by the members. Members seeking to inspect such registers could send their request to ksn@ramcocements.co.in Secretary further informed the shareholders that necessary certificate dated 22.05.2026 had been obtained from the Company's Secretarial Auditors with respect to implementation of Employee Stock Option Schemes, that they were in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members of the Company and the same had been attached as Annexure-10 to the Annual Report for the year 2025-26. He further informed that the details as required under Part F of Schedule I read with Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, were disclosed in the Company's website. Secretary announced that since the Notice convening the meeting had been circulated bye mail to shareholders and hosted on the website of the Company and the Stock Exchanges, the Notice had been taken as read. Secretary further informed that since the Statutory Auditors' Report, being an unqualified/ unmodified one and had been circulated along with the annual report, the same had been taken as read. Secretary informed the members that the e-voting process had been explained in the Notice convening the AGM. Secretary informed the Members that the facility of remote e-voting for the Members was CHAIRMAN'S INITIAL made available from 9:00 a.m. on Monday, the 17th August 2026 and concluded at 5:00 p.m. on Wednesday, the 19th August 2026. The Secretary further informed that the Members who were present at the AGM and had not cast their votes by remote e-voting could cast their THE RAMCO CEMENTS. LIMITED - 3 - votes during the Meeting. Secretary informed that the e-voting facility would be kept open for upto 15 minutes after conclusion of the meeting, to enable the Members to cast their vote. If any votes cast by the members through the e-voting available during the AGM and if the same members did not participate in the meeting through VC, then the votes cast by such members would be considered invalid as the facility of e-voting during the meeting was available only to the members who attended the meeting. The e-voting was closed at 10.59 Secretary further informed the members that those who had cast their vote by remote e voting prior to the meeting could attend the meeting but would not be entitled to cast their vote again. The Chairman delivered his speech during the course of which he reviewed the performance of the Company. On request by the Chairman, the Managing Director delivered his speech. The Chairman opened the session for Questions and Answers. The Secretary informed that the Company had made necessary arrangements for the two-way communication in the meeting, for the registered shareholders to express their views. Accordingly, 4 shareholders who had been registered as speaker shareholders, had attended the meeting and spoke during the AGM. The Chief Executive Officer and Managing Director had adequately clarified the queries raised by them. The following items of business as set out in the Notice convening the 68th Annual General Meeting were transacted. No ORDINARY BUSINESS-ORDINARY RESOLUTION 1 Adoption of Company's Separate and Consolidated Audited Financial Statements for the year ended 31st March 2026. "RESOLVED THAT the 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 be and are hereby considered and adopted." 2 Declaration of dividend for the year 2025-2026 at the rate of Rs.2.50 per share. "RESOLVED THAT a Dividend of Rs. 2.50 per Share be and is hereby declared for the year ended 31st March 2026 and the same be paid to those shareholders whose names appear in the Register of Members maintained by CHAIRMAN'S the Company and the Register of Beneficial Owners maintained by the INITIAL Depositories as on 13th August 2026." THE RAMCO CEMENTS LIMITED - 4 - No ORDINARY BUSINESS-ORDINARY RESOLUTION 3 Reappointment of Shri.P.R.Venketrama Raja, as a Director, liable to retire by rotation. "RESOLVED THAT Shri P.R.Venketrama Raja (DIN: 00331406), who retires by rotation, be and is hereby reappointed as a Director of the Company." SPECIAL BUSINESS-ORDINARY RESOLUTION 4 Ratification of remuneration of Rs.7,50,000/- (exclusive of GST and out of pocket expenses) to M/s.Geeyes & Co., Cost Accountants, Cost Auditors of the Company, for the financial year 2026-27. "RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014, the remuneration of Rs.7,50,000/- (Rupees Seven lakhs fifty thousand only) exclusive of GST and out-of-pocket expenses, payable to M/s.Geeyes & Co., Cost Accountants (Firm Registration No: 000044) appointed as the Cost Auditors of the Company by the Board of Directors, for the financial year 2026-27 for auditing the Cost Records relating to manufacture of cement and generation of wind energy, be and is hereby ratified." The Secretary informed that Shri.K.Srinivasan, Scrutiniser would provide the results of thee voting, which would be announced to stock exchanges, besides being displayed on the website of the Compa [Showing first 8,000 characters — download PDF for full document]