Dalmia Bharat : Annual General Meeting

File No: 1010/1	June 08, 2022
BSE Limited	National Stock Exchange of India Limited
P J Towers, Dalal Street,	"Exchange Plaza", C-1, Block G
Fort Mumbai-400001	Bandra - Kurla Complex, Bandra (E),
Scrip Code: 542216	Mumbai - 400 051
	Symbol: DALBHARAT

Subject: Intimation of 9th Annual General Meeting of the Company & Record Date

Dear Sir/Madam,

This is to inform you that the 9th Annual General Meeting ("AGM") of Dalmia Bharat Limited ("Company") is scheduled to be held on Friday, July 01, 2022 at 11.30 a.m. IST through Video Conferencing / Other Audio Visual Means.

Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), attached is the notice of the AGM of the Company for the Financial Year 2021-22.

Further, pursuant to Regulation 30 of SEBI Listing Regulations, this is to inform you that the Notice of the AGM and the Annual Report of the Company has also been dispatched to the Shareholders Today i:e June 08, 2022 and uploaded on the Company's website at www.dalmiabharat.com.

Pursuant to Regulation 42 of SEBI Listing Regulations, this is to inform you that the record date / cut-off date for the purposes of dividend is Saturday, June 25, 2022.

This is for your information and record.

Thanking you,

Yours faithfully,

For Dalmia Bharat Limited

Dr. Sanjeev Gemawat

Group General Counsel &

Company Secretary

Membership No. F3669

Dalmia Bharat Limited

11th & 12th Floors, Hansalaya Building, 15, Barakhamba Road, New Delhi-110 001, India

t 91 11 23465100 f 91 11 2331 3303 w www. dalmiabharat.com CIN : L14200TN2013PLC112346

Registered Office: Dalmiapuram, Dist. Tiruchirapalli, Tamil Nadu- 621 651, India

A Dalmia Bharat Group company, www.dalmiabharat.com

CC:

1. National Securities Depository Limited
   Trade World, 14th Floor, Kamla Mills Compound, Senapati Bapat Marg, Lower Parel,
   Mumbai - 400 013
2. Central Depository Services (India) Limited Phiroze Jeejeebhoy Towers,

17th Floor, Dalal Street, Mumbai -400 001

1. KFin Technologies Limited Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032, Telangana.

Dalmia Bharat Limited

11th & 12th Floors, Hansalaya Building, 15, Barakhamba Road, New Delhi-110 001, India

t 91 11 23465100 f 91 11 2331 3303 w www. dalmiabharat.com CIN : L14200TN2013PLC112346

Registered Office: Dalmiapuram, Dist. Tiruchirapalli, Tamil Nadu- 621 651, India

A Dalmia Bharat Group company, www.dalmiabharat.com

DALMIA BHARAT LIMITED

Registered Office: Dalmiapuram Lalgudi Dist. Tiruchirappalli, Tamil Nadu 621651

Phone No. 04329-235132Fax No. 04329-235111

CIN: L14200TN2013PLC112346 Website: www.dalmiabharat.com; Email: [e-mail]

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Ninth (9th) Annual General Meeting of the Members of Dalmia Bharat Limited ("Company") will be held on Friday, July 01, 2022 at 11:30 a.m. IST through Video Conferencing ('VC') /Other Audio Visual Means ('OAVM') to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:
2. 1. Audited Standalone Financial Statements of the Company for the year ended March 31, 2022 together with the Reports of the Directors and Auditors thereon; and
   2. Audited Consolidated Financial Statements of the Company for the year ended March 31, 2022 together with the Report of the Auditors thereon.
3. To confirm the payment of interim dividend of ` 4.00 per equity share, already paid and declare final dividend of ` 5.00 (250%) per equity share for the financial year ended March 31, 2022.
4. To consider and appoint a Director in place of Dr. Niddodi
   Subrao Rajan (DIN: 07339365), who retires by rotation and being eligible, offers himself for re-appointment.

	By Order of the Board of Directors of
	Dalmia Bharat Limited
	sd/-
	Dr. Sanjeev Gemawat
	Group General Counsel &
Place: New Delhi	Company Secretary
Date: May 09, 2022	Membership No. FCS 3669

S. No. Particulars

1. Registrar and Share Transfer Agent
2. Cut-off/recorddate for e-voting/payment of dividend
3. Corporate/Institutional
   Members to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter, etc. together with attested specimen signature(s) of the authorised representative(s)
4. Remote e-voting period
5. Period for speaker registration and expressing views and sending queries, if any
6. Last date for publishing results of the e-voting and results availability

Details

KFin Technologies Limited

Unit: Dalmia Bharat Limited

Mr. Bhaskar Roy.

E-mail:[e-mail];[e-mail]

Contact No.: 040 - 6716 2222/1800 309 4001

Saturday, June 25, 2022

[e-mail] evoting@ kfintech.com

on or before June 22, 2022.

Commences at 9:00 AM on Monday, June 27, 2022 and ends at 5:00 PM on Thursday, June 30, 2022

Commences at 9:00 AM on Monday, June 27, 2022 and ends at 5:00 PM on Wednesday, June 29, 2022

Sunday, July 03, 2022 and the result will be available at below website(s) besides at website(s) of Stock Exchanges www.kfintech.comwww.dalmiabharat.com

NOTES:

KEY INFORMATION

S. No. Particulars

1. Link for attending live webcast of the Annual
   General Meeting
   ("AGM") through Video Conferencing ("VC")
2. Link for e-voting
   [remote/at the AGM]
3. Link for Members to temporarily update e-mail address
4. Username and password for VC and e-voting
5. Helpline number for VC and e-voting

Details

https://emeetings.kfintech.com

https://evoting.kfintech.com

https://ris.kfintech.com/clientservices/

mobilereg/mobileemailreg.aspx

Please use the remote e-voting credentials

KFin Technologies Limited - 1800 309 4001 / [e-mail]

1. In view of the prevailing locked down situation across the
   Country due to outbreak of the COVID-19 pandemic and restrictions on the movements apart from social distancing, MCA (Ministry of Corporate Affairs) vide Circular Nos.14/2020,
   17/2020, 20/2020,02/2021 and 02/2022 dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021 and May 5, 2022 respectively, ("MCA Circulars") and Securities and Exchange
   Board of India vide its Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11 and SEBI/ HO/CFD/ CMD2/CIR/P/2022/62 dated May 12, 2020, January
   15, 2021 and May 13, 2022 respectively, ("SEBI Circular"), permitted convening the Annual General Meeting ("AGM" / "Meeting") through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), without the physical presence of the members at a common venue.
2. In accordance with the MCA and SEBI Circulars, provisions of the Companies Act, 2013 ('the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure

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Requirements) Regulations, 2015 ("Listing Regulations"), the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company. The detailed procedure for participation in the meeting through VC/OAVM is annexed hereto.

1. In compliance with applicable provisions of the Companies Act, 2013 read with aforesaid MCA circulars, the AGM of the
   Company is being conducted through VC, herein after called as
   "e-AGM".
2. The Company has appointed KFin Technologies Limited, Registrars and Transfer Agents ("RTA"), to provide VC facility for the e-AGM and the attendant enablers for conducting the e-AGM.
3. Pursuant to the MCA Circulars:
4. 1. Members can attend the e-AGM through log in credentials provided to them to connect to VC. Physical attendance of the Members at the e-AGM is not required.
   2. Appointment of proxy (ies) to attend and cast vote on behalf of the Member(s) is not available.
   3. Body Corporates are entitled to appoint authorised representatives to attend the e-AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
5. The Members can join the e-AGM 15 minutes before the scheduled time of the commencement of the e-AGM by following the procedure mentioned in the Notice.
6. Up to 1000 Members will be able to join on a First In First Out ("FIFO") basis the e-AGM of the Company.
7. There is no restriction on account of FIFO entry into e-AGM for the large shareholders (i.e., shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors,
   Key Managerial Personnel, the Chairpersons of the Audit
   Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and Auditors etc.
8. The attendance of the Members attending the e-AGM through log in will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
9. Remote e-Voting: Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
   (Management and Administration) Rules, 2014 (as amended),
   Regulation 44 of SEBI (Listing Obligations & Disclosure
   Requirements) Regulations 2015 ("SEBI Listing Regulations") and the MCA Circulars, the Company is providing facility of remote e-voting to its Members through e-Voting agency namely "KFin Technologies Limited".
10. Voting at the e-AGM: Members who could not vote through remote e-voting may do the e-voting at the e-AGM.
11. In line with the MCA Circulars, the notice calling the AGM has been uploaded on the website of the Company atwww.dalmiabharat.com. The Notice can also be accessed from the websites of the Stock Exchanges, i.e., BSE Limited and
    National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and is also available on the website of e-voting agency at https://evoting.kfintech.com
12. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is not required to be enclosed since there is no special business.

1. All documents referred to in the Notice and the Explanatory
   Statement and the Register of Directors and Key Managerial Personnel and their shareholding, the Certificate from
   Auditors of the Company certifying that the ESOP Schemes of the Company are being implemented in accordance with the
   Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Register of Contracts or
   Arrangements in which the Directors are interested, maintained under the Companies Act, 2013 shall be available for inspection electronically during the e-AGM. Members seeking to inspect such documents can send an email to the Company Secretary.
2. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Saturday, June 25, 2022.
3. TheBoardofDirectorshasappointedMr.R.Venkatasubramanian,
   Practicing Company Secretary, as the Scrutiniser to scrutinise the e-voting process in a fair and transparent manner.
4. The Scrutiniser shall, immediately after the conclusion of voting at the e-AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting and make a consolidated Scrutiniser's Report of the total votes cast in favour or against, if any, and send the same to the Chairperson or a person authorised by him in writing who shall countersign the same.
5. The results shall be declared forthwith by the Chairperson or a person authorised in this regard. The Resolutions will be deemed to be passed on the AGM date subject to the requisite number of votes in favour of the Resolution(s).
6. The Results declared alongwith the Scrutiniser's Report shall be placed on the Company's websitewww.dalmiabharat. comand on the website of KFin Technologies Limited, www.kfintech.comwithin 48 hours from the declaration of results of voting and shall also be communicated to the Stock
   Exchanges where the Company's shares are listed as also displayed in the Notice Board at the Registered Office of the
   Company.
7. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities by March 31, 2023, and linking PAN with Aadhaar by March 31, 2022 vide its circular dated November 3, 2021 and December 15, 2021. Shareholders are requested to submit their PAN, KYC and nomination details to the Company's registrars KFin Technologies Limited [e-mail]. The forms for updating the same are available at https://www.dalmiacement.com/investor/dalmia-bharat-limited/#!next.
   Members holding shares in electronic form are, therefore, requested to submit their PAN to their depository participant(s).
   In case a holder of physical securities fails to furnish these details or link their PAN with Aadhaar before the due date, our registrars are obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments
   (including dividend) and lodge grievances only after furnishing the complete documents. if the securities continue to remain frozen as on December 31, 2025, the registrar / the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and / or the Prevention of Money Laundering Act, 2002.
8. Members who wish to claim dividends, which remain unclaimed, are requested to either correspond with the

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Company Secretary or the Company's RTA for revalidation and encash them before the due date. In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend has not been paid or claimed by a Member for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all the benefits accruing on such shares e.g., bonus shares, split, consolidation, fraction shares etc. except rights issue shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Therefore, it is in the interest of deposit-holders/debenture-holders/Members to claim the unclaimed / un-encashed amount of dividend, matured deposits, matured debentures or interest thereon with in scheduled time.

1. Any person whose shares, unclaimed/un-encashed dividend, matured deposits, matured debentures, or interest thereon, have been transferred to the IEPFA, can claim back the same from IEPFA by submitting an online application in the prescribed Form IEPF-5 available on the website www.iepf.gov. inand sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in Form IEPF-5.
2. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
3. The Board of Directors of the company had declared an interim dividend of ` 4/- each per equity share of ` 2/- each on October
   27, 2021. The same was paid on November 17, 2021. The final dividend of ` 5/- each for the year ended March 31, 2022, as recommended by the Board, if declared at the AGM, will be payable to those persons whose names appear in the Register of Members of the company as at the close of business hours on June 25, 2022. Dividend will be paid within 30 days from the date of AGM.
4. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to members at the prescribed rates. For the prescribed rates for various categories, the members are requested to refer to the Finance Act, 2020 and amendments thereof. The members are requested to update their PAN with the Company/ KFin Technologies Limited (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).

For resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as follows:

Shareholders having valid PAN	10% or as notified
	by the Government
	of India
Shareholders not having PAN / valid PAN	20% or as notified
	by the Government
	of India

However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by them during the financial year 2021-22 does not exceed

• 5,000 and also in cases where members provide Form 15G / Form 15H (applicable to individuals aged 60 years or more) subject to conditions specified in the Income Tax Act.
  Resident shareholders may also submit any other document as prescribed under the Income Tax Act to claim a lower / Nil withholding tax. Registered members may also submit any other document as prescribed under the Income Tax Act to claim a lower / Nil withholding tax. PAN is mandatory for members providing Form 15G / 15H or any other document as mentioned above. A Resident individual member with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non- deduction of tax at source by email to einward.ris@kfintech. com.

Non-resident shareholders [including Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors(FPIs)] can avail beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits. For this purpose the shareholder may submit the above documents (PDF / JPG Format) by e-mail to einward. [e-mail]. The aforesaid declarations and documents need to be submitted by the shareholders by Monday, June 20, 2022.

26. Instructions for Members for attending the e-AGM through VC/OAVM are as under:

PROCEDURE FOR REMOTE E-VOTING

1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and
   Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of
   SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated
   December 9, 2020 in relation to e-Voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFintech, on all the resolutions set forth in this Notice. The instructions for e-Voting are given herein below.
2. However, in pursuant to SEBI circular no. SEBI/HO/CFD/CMD/
   CIR/P/2020/242 dated December 9, 2020 on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
3. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

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