Updates

JKLC: SECTL:SE:26 19th July 2026 1 BSE Ltd. 2 National Stock Exchange of India Ltd. Department of Corporate Services “Exchange Plaza” Phiroze Jeejeebhoy Towers Bandra-Kurla Complex Dalal Street Bandra (East) Mumbai – 400 001 Mumbai – 400 051 Through: BSE Listing Centre Through: NEAPS Security Code No. 500380 Symbol: JKLAKSHMI, Series: EQ Dear Sir/ Madam, Subject: Company’s Clarification / Representation to the Proxy Advisory Report issued by Institutional Investor Advisory Services (IiAS) Kindly refer to our letter of even no. dated 6th July 2026 vide which we have filed the Notice dated 2nd July 2026 of the 86th AGM to be held on 30th July 2026, with the Stock Exchanges seeking approval of the Shareholders on the Items/ Resolutions mentioned in the said Notice. In this reference, the Company has received Proxy Advisory Report dated 17th July 2026 from IiAS containing the voting recommendations on the above Items / Resolutions. The Company has submitted its clarification / representation to the aforesaid Report vide its attached email dated 19th July 2026. Based on the clarification provided / representation made by the Company to IiAS, the necessary Addendum may be released by IiAS to its Report. You are requested to take note of the above. Thanking You. For JK Lakshmi Cement Ltd. (Amit Chaurasia) Company Secretary Encl: a.a. Subject: Reply of JK Lakshmi Cement Ltd-IiAS VMS Voting Recommendation Alert: JK Lakshmi Cement Ltd. AGM 30-Jul-2026 From: Amit Chaurasia <amit.chaurasia@jkmail.com> Sent: Sunday, July 19, 2026 1:37:04 pm To: smart@iiasadvisory.com <smart@iiasadvisory.com>; Reports <reports@iias.in>; Anup Pawar <anup.pawar@iias.in> Cc: Sudhir Bidkar <bidkar@jkmail.com>; Puran Singh Rawat <prawat@jkmail.com>; Poonam Singh <poonamsingh@jkmail.com> Subject: Reply of JK Lakshmi Cement Ltd-IiAS VMS Voting Recommendation Alert: JK Lakshmi Cement Ltd. AGM 30-Jul-2026 Dear IiAS Team We thank you for your trail mail giving us an opportunity to give our comments/ feedback on the voting recommendations on the shareholder resolutions presented by JK Lakshmi Cement Ltd. At the outset, please be advised that JK Lakshmi Cement Ltd. (Company) is a responsible corporate citizen and it has been our endeavour to make adequate and timely disclosures in compliance with all relevant provisions of the law, benchmarking with the best corporate practices. For good order sake, our comments/ feedback on your attached Report, are as under: A.Factual Errors: (i) The date of AGM Notice is 2nd July 2026 and not 6th July 2026 as mentioned on page no. 1 of your report. (ii) Dwarkesh Energy Limited is a Promoter Group entity of the Company and not a Promoter as mentioned on page no. 2 of your Report. JK Lakshmi Cement Limited has only one Promoter, namely Bengal & Assam Company Limited. (iii) The remuneration/pay of Dr. Arun Kumar Shukla, President & Director is ₹ 68.4 million instead ₹ 123.6 million, Shri Shrivats Singhania, Dy. Managing Director is ₹123.6 million instead ₹ 68.4 million and Shri Vimal Bhandari is ₹ 0.8 million (excluding sitting fees) as mentioned at page no.7 of your Report. B. Voting Recommendations: (1) IiAS observation on Item 5 of the AGM Notice: Resolution regarding re-appointment of Smt. Vinita Singhania as Chairperson & Managing Director for five years from 01 August 2026 and fix her remuneration as minimum remuneration has been recommended AGAINST with Rationale: (G) Governance Concern and (T) Weak Transparency. Company’s Response: 1. Smt. Vinita Singhania is one of the constituents of the Promoter Group of the Company and not the Promoter as mentioned in your notice. 2. The Remuneration proposed to be paid to Smt. Vinita Singhania has been recommended by the Nomination & Remuneration Committee (“NRC”) and has been approved and recommended by the Board of Directors of the Company. 3. The NRC has perused the remuneration of managerial personnel prevalent in the industry and other companies, industry benchmarks in general, financial position of the Company, past performance and remuneration, profile and responsibilities of Smt. Vinita Singhania and other relevant factors while determining her remuneration as proposed in the Resolution. 4. The total remuneration proposed to be paid to Smt. Vinita Singhania together with total remuneration (Fixed and Variable) of other managerial personnel i.e. Dy. Managing Director (Shri Shrivats Singhania) and President & Director (Dr. Arun Kumar Shukla) shall be within the permitted limit of 10% of Net Profit allowed for all managerial personnel under Section 197 of the Companies Act, 2013. In the event of loss or inadequate profits, she will be paid minimum remuneration with no commission in terms of provisions of Section IV of Part II of Schedule V to the Companies Act, 2013. Thus, overall remuneration payable to the Promoter Directors & other Executive Directors taken together would fall within the overall ceiling prescribed by the Companies Act, 2013 as explained above. 5. The Performance Linked Incentive (“PLI”), a component of variable pay and part of total remuneration, will be paid as may be decided by the Board of Directors from time to time which may include specified performance metrics and targets that needs to be achieved before payment of PLI. However, presently the Company does not have any PLI Scheme. It is only an enabling approval being taken by the Company in the event of any such Scheme if subsequently approved by the Company. 6. The payment of Commission to Smt. Vinita Singhania will be decided by the Board such that her total remuneration including Commission shall not exceed the aforesaid limit of managerial remuneration specified under Section 197 of the Companies Act, 2013. Thus, payment of Commission is restricted within the overall limit of managerial remuneration allowed for all managerial personnel. Further, the payment of Commission is always linked to the Net Profit of the Company and the actual payment of Commission for a particular year will depend on the Profit earned by the Company as well as the percentage of Commission as may be decided by the Board. Since it is difficult to project the Profits for the future years, neither the Commission nor the absolute cap on the variable pay can be quantified at this stage. 7. The Remuneration structure proposed for Smt. Vinita Singhania is well within the limits prescribed by the Companies Act, 2013 & there is no logic of putting an absolute cap on the variable pay so as long as the total remuneration payable to the Promoter Directors including Fixed & Variable is within the overall limit prescribed by the Companies Act, 2013. Needless, to mention that neither the Companies Act, 2013 nor SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the Company to cap either the variable pay or Remuneration in absolute terms and therefore, the Remuneration proposed is on the lines of the well-established practice of Industry Standards. 8. It is worthwhile to mention that there is no absolute cap on the remuneration payable to the employees & as such, there is no logic for putting an absolute cap on remuneration payable to the Promoter Directors as well. Similarly, there is no absolute cap on the dividend payout to the Shareholders & as such, there is no logic for putting any absolute cap on variable pay of the Promoter Directors as well. The very purpose of the existence of the Company is Profit maximization & wealth maximization for all its stakeholders. Putting an absolute cap on the variable pay is not in the spirit of the profit maximization for the Company & wealth maximation for all the stakeholders. 9. The Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 allows a Company to appoint Chairperson of the Company (whether executive or non-executive) as Member of NRC but shall not chair the NRC. In this case also, Smt. Vinita Singhania abstained when the matter regar [Showing first 8,000 characters — download PDF for full document]