Company''s Clarification / Representation to the Proxy Advisory Report issued by Stakeholders Empowerment Services (SES).

JKLC: SECTL:SE:26 24th 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 Stakeholders Empowerment Services (SES) 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 23rd July 2026 from SES 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 24th July 2026. Based on the representation made by the Company to SES, the necessary Addendum may be released by SES to its Report. You are requested to take note of the representation made by the Company to SES. Thanking You. For JK Lakshmi Cement Ltd. (Amit Chaurasia) Company Secretary Encl: a.a. Subject: Response of the Company - SES - Proxy Advisory Report - JK Lakshmi Cement Limited From: Amit Chaurasia <amit.chaurasia@jkmail.com> Sent: 24 July 2026 14:41 To: SES Info <info@sesgovernance.com> Cc: Sudhir Bidkar <bidkar@jkmail.com>; Prawat <prawat@jkmail.com>; JKLC Secretarial <JKLCSecretarial@jkmail.com>; SES Governance <sesresearch@sesgovernance.com> Subject: Response of the Company - SES - Proxy Advisory Report - JK Lakshmi Cement Limited Dear SES 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. Atthe 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) For the year 2026, the Ratio of Remuneration of Smt. Vinita Singhania to the lowest paid ED works out 4.19 instead of 4.52 as mentioned at page no. 18 of your report and consequential changes to be made in other sections of the Report. (ii) At Page 6 of the Report, remuneration (excluding sitting fee) of Amb. Bhaswati Mukherjee is 12 Lakh instead of # 8 Lakh mentioned in the Report. (iii) There is no discrepancy in the past remuneration of Executive Directors between F.Y 2023-24 and 2024-25 disclosed in Annual Return/Report as mentioned on Page 17 of your Report. B. Voting Recommendations: (1) SES observation on Item 5 of the AGM Notice: Approval not sought for continuation beyond 70 years of age; Remuneration skewed in favor of propose NRC member and remuneration practice is skewed in favour of Promoter EDs; Absence of absolute cap on the variable pay; Combined position of Ch Accordingly, SES has recommended AGAINST voting. Company's Response to the parawise concerns of SES: 1. The Remuneration paid to Smt. Vinita Singhania and Shri Shrivats Singhania (Promoter EDs) for the F.Y 2025-26 is as per the terms of their appointment & remuneration duly approved by Shareholders at the time of their last re-appointment and appointment in AGMs held in the year 2021 and 2025 respectively. Similarly, remuneration paid to Dr. Arun Kumar Shukla for the F.Y 2025-26 is as per the terms of his re-appointment & remuneration duly approved by Shareholders in their AGM held in 2025. The Variable Pay (Commission) payable to Shri Shrivats Singhania and Dr. Arun Kumar Shukla is as per their respective terms of appointment/ re-appointment & remuneration already approved by the Shareholders in their AGM held in the year 2025 as explained above. Please note that Shri Shrivats Singhania is entitled to commission at the rate of 2% or more of the Net Profits as computed u/s 198 of the Companies Act, 2013 while Dr. Arun Kumar Shukla is entitled to commission upto 1% Net Profits computed under Section 198 of the Companies Act, 2013, subject to ceiling of 100% of annual salary. In view of the above, since the remuneration (including variable pay payable) has been paid to the Promoter Directors as well as to Dr. Arun Kumar Shukla is as per their terms of appointmentire-appointment & remuneration approved by the Shareholders which is well within the permitted limit of 10% of Net Profits allowed for all managerial personnel under Section 197 of the Companies Act, 2013, remuneration is not skewed in favour of the Promoters EDs and therefore the question of disclosure in support of such alleged skewed remuneration does not arise all. The Remuneration proposed to be paid to Smt. Vinita Singhania has been recommended by the Nomination & Remuneration Committee (“NRC”) and has been approved & recommended by the Board of Directors of the Company. 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 Profits allowed for all managerial personnel under Section 197 of the Companies Act, 2013. 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 Profits of the Company and the actual payment of Commission for a particular year will depend on the Profits 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. 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 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) Regulati of the well-established practice of Industry Standards. Itis 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. . Inthe AGM held on 26 August 2021, item at Sr. No. 5 of the Notice of the said AGM contains the Shareholders’ Resolution passed through Special Resolution for re-appointment (including continuation of employment on attaining age of 70 years) and payment of remuneration to Smt. Vinita Singhania. The Special Resolution was passed through requisit [Showing first 8,000 characters — download PDF for full document]