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DCM NOUVELLE LIMITED Proxy Solicitation & Information Statement 2026

May 6, 2026

59414_rns_2026-05-06_b6f52412-62cf-447c-9621-473d53466f66.pdf

Proxy Solicitation & Information Statement

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D C M NOUVELLE

Date: May 06, 2026

Listing Compliance Department

BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400001 Scrip Code: 542729 The National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400051 Symbol: DCMNVL

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Dear Sir/ Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Please find enclosed herewith a copy of the Postal Ballot Notice for seeking approval of the Members by way of Special Resolution for the following matters.

Sr. No Resolution Type of Resolution
1. To approve the re-appointment of Mr. Vivek Chhachhi (DIN: 00496620) as Non-Executive Independent Director of the Company for a second term of five consecutive years from April 01, 2026 to March 31, 2031 Special Resolution
2. To approve the re-appointment of Mr. Kulbir Singh (DIN: 00204829) as Non-Executive Independent Director of the Company for a period from June 22, 2026 upto May 11, 2027 Special Resolution

Pursuant to Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred as "the Act") read with the Companies (Management and Administration) Rules, 2014 (hereinafter referred as "the Rules") including any statutory modification(s) or re-enactment(s) thereof for the time being in force and in compliance with the General Circular nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and General Circular No. 09/2024 dated September 19, 2024 and General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (collectively referred to as "MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other

\bullet
www.dcmnvl.com [email protected] CIN: L17309DL2016PLC307204

Regd. Office: DCM Nouvelle Limited, 407, Vikrant Tower, 04, Rajendra Place, New Delhi-110008, India Tel: 91 1143678490


DCM NOUVELLE

applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses is registered with the Company/Depositories and whose names are recorded in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on Friday, May 01, 2026 ("Cut-off date")

In accordance with the MCA Circulars, physical copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope has not been sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only.

The Company has appointed National Securities Depository Limited (NSDL) for facilitating e-voting to enable the members to cast their votes electronically.

The remote e-voting period commences from 9:00 A.M. (IST) on Thursday, May 07, 2026, and ends at 5:00 P.M. (IST) on Friday, June 05, 2026. The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date.

The Results declared along with the Scrutinizer's Report shall be placed on the website of the Company at https://www.dcmnvl.com/ and on the website of NSDL i.e. www.evoting.nsdl.com and communicated to BSE Ltd. www.bseindia.com and National Stock Exchange of India Ltd. www.nseindia.com.

This is for your information and record please.

Thanking You,

Yours Faithfully,

For DCM Nouvelle Limited

SHEKHER KAPOOR
Digitally signed by
SHEKHER KAPOOR
Date: 2026.05.06
11:52:20 +05'30'

Shekher Kapoor
Company Secretary and Compliance officer
Membership No. A 69198

Encl-a/a

www.dcmnvl.com [email protected] CIN: L17309DL2016PLC307204
Regd. Office: DCM Nouvelle Limited, 407, Vikrant Tower, 04, Rajendra Place, New Delhi-110008, India Tel: 91 1143678490


1

NOUVELLE

DCM NOUVELLE LIMITED

Corporate Identity No. (CIN): L17309DL2016PLC307204

Registered Office: 407, Vikrant Tower, 04, Rajendra Place, New Delhi - 110008, India

Tel. No.: +91-11-43678490, E-mail: [email protected]

Website: www.dcmnvl.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the Member(s) of the Company,

NOTICE is hereby given that the resolutions set out below are proposed for approval by the members of DCM Nouvelle Limited ("the Company") by means of Postal Ballot, only by remote e-voting process ("E-Voting") being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 ("the Act"), Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") and other applicable provisions of the Act and the Rules read with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and General Circular No. 09/2024 dated September 19, 2024 and General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs ("MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

An Explanatory Statement, pursuant to the provisions of Section 102, 110 and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the Special Resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations is attached.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the LODR Regulations, and SS-2, the Company has provided e-voting facility to its members to cast their votes electronically.

The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the National Securities Depository Limited ("NSDL") for facilitating e-voting process.

Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The e-voting facility will be available during the following period:

Commencement of e-voting period Thursday, May 07, 2026 (09:00 A.M.)
Conclusion of e-voting period Friday, June 05, 2026 (05:00 P.M.)
Cut-off date for eligibility to vote Friday, May 01, 2026

The e-voting facility will be disabled by NSDL immediately after 5.00 P.M. IST on June 05, 2026 and shall not be available thereafter.

The last date of e-voting, i.e., shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS

  1. To approve the re-appointment of Mr. Vivek Chhachhi (DIN: 00496620) as Non-Executive Independent Director of the Company for a second term of five consecutive years and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and based on the


recommendation made by the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Vivek Chhachhi (DIN: 00496620), be and is hereby re-appointed as an Independent Director of the Company for a period of 5 (five) years commencing from April 01, 2026 till March 31, 2031 and shall not be liable to retire by rotation."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution."

  1. To approve the re-appointment of Mr. Kulbir Singh (DIN: 00204829) as Non-Executive Independent Director of the Company for a period from June 22, 2026 upto May 11, 2027 and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and based on the recommendation made by the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Kulbir Singh (DIN: 00204829) be and is hereby re-appointed as an Independent Director of the Company for a period from June 22, 2026 upto May 11, 2027 and shall not be liable to retire by rotation."

"RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), approval of the Members be and is hereby accorded for continuation of Mr. Kulbir Singh (DIN: 00204829), as an Independent Director beyond the age of 75 years".

"RESOLVED FURTHER THAT the Board of Directors of

the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution."

By Order of the Board of Directors
DCM Nouvelle Limited

Shekher Kapoor
Company Secretary and
Compliance Officer
Membership No: A 69198

Date: April 28, 2026
Place: New Delhi

Registered Office:
407, Vikrant Tower, 04,
Rajendra Place, New Delhi-110008
Website: www.dcmnvl.com
Email: [email protected]
Tel: +911143678490

NOTES

  1. An Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations is attached; As per the MCA Circulars, physical copies of this Postal Ballot Notice, postal ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only.
  2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the register of members / register of beneficial owners as on Friday, May 01, 2026 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories.
  3. The Company has engaged the services of National Securities Depository Limited ("NSDL" or "Depository") as the agency to provide E-Voting facility.
  4. This Postal Ballot Notice will also be available

DCM Nouvelle Limited


on the Company's website at www.dcmnvl.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Skyline Financial Services Private Limited.

  1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same with the (i) Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.dcmnvl.com) duly filled and signed along with requisite supporting documents to Skyline Financial Services Pvt Ltd at D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi - 110020, India.

  2. Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the cut-off date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.

  3. Voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his / her / its shareholding in the paid-up equity share capital of the Company as on the cut-off date;

  4. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.

  5. The e-voting period will commence on Thursday, May 07, 2026 at 9:00 A.M. (IST) on and ends on Friday, June 05, 2026 at 5:00 P.M (IST).

  6. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.

  7. The vote in this Postal Ballot cannot be exercised through proxy and Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if passed at the General Meeting of the Members.

  8. The Board of Directors has appointed Smt. Pragnya Parimita Pradhan, Practising Company Secretary (Membership No.: A32778), Proprietor of M/s. Pragnya Pradhan & Associates, Company Secretaries as Scrutiniser for conducting the Postal Ballot, through E-Voting process, in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot will be final and binding.

  9. The Scrutiniser will submit her report, after the completion of scrutiny, to the Chairperson of the Company or any person authorised by him. The results of e-voting will be announced within two working days from the Conclusion of e-voting process i.e. Sunday, June 07, 2026 and will be displayed on the Company's website at www.dcmnvl.com. The results will simultaneously be communicated to the Stock Exchanges and will also be displayed on the website of the Company.

  10. To support the "Green Initiative" Members who have not registered their e-mail addresses so far are requested to register their e-mail address with the company's RTA or the Depository Participants, in respect of shares held in physical/ electronic mode respectively.

  11. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. on Friday, June 05, 2026.

  12. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.

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PROCEDURE FOR E-VOTING

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL. 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

DCM Nouvelle Limited


5

  1. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

img-0.jpeg

Individual Shareholders holding securities in demat mode with CDSL

  1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
  2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
  3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
  4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.


Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-voting website?

  1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file

DCM Nouvelle Limited


contains your 'User ID' and your 'initial password'.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name, and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  2. Now, you will have to click on "Login" button.
  3. After you click on the "Login" button, Home page of e-voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system.

How to cast your vote electronically on NSDL e-voting system?

  1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
  2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
  3. Now you are ready for e-voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

  5. Upon confirmation, the message "Vote cast successfully" will be displayed.
  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "E-Voting" tab in their login.
  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 -4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at [email protected]

Process For Those Shareholders Whose Email Ids Are Not Registered with the Depositories for Procuring User Id and Password and Registration of E-Mail Ids for E-Voting for the Resolutions set out in this Notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy

of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected];

  1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-voting for Individual shareholders holding securities in demat mode.

  2. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  3. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:

Item No. 1

The Nomination and Remuneration Committee, after evaluating and considering the skills, experience, and knowledge and pursuant to the provisions of the Companies Act, 2013 ("the Act") read with the Articles of Association of the Company, recommended to the Board of Directors, re-appointment of Mr. Vivek Chhachhi (DIN: 00496620), as Non-Executive Independent Director of the Company. The Board of Directors, vide resolution dated March 31,

2026, considered the recommendation and re-appointed Mr. Vivek Chhachhi, as an Independent Director of the Company for a period of 5 (five) years commencing from April 01, 2026 till March 31, 2031 and shall not be liable to retire by rotation, subject to the approval of Members of the Company through Special Resolution.

Mr. Vivek Chhachhi is an investment advisor. Prior to this, he was associated with CVCI as a Director, where he had around 15 years of investing experience. During his tenure with CVCI, he worked on identifying, managing, and exiting investments across a wide range of industries including IT, Pharmaceuticals and Specialty Chemicals, IT-enabled services, financial services, automobiles, metals and mining, infrastructure, oil and gas services, media, and textiles. Prior to CVCI, he had two years of experience as an equity research analyst with Citicorp Securities & Investments Limited, a Citi-affiliated brokerage firm. Mr. Chhachhi holds a Master's Degree in Management Studies from the Jamnalal Bajaj Institute of Management Studies, University of Mumbai, and a B.Sc. degree in Computer Science from St. Stephen's College, University of Delhi.

Mr. Chhachhi is qualified to be re-appointed as a Director in terms of Section 164 of the Act. The Company has also received declaration from Mr. Chhachhi that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority.

The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Vivek Chhachhi for the office of Independent Director of the Company.

In the opinion of the Board of Directors, Mr. Chhachhi fulfils the conditions for re-appointment as an Independent Director as specified in the Act and the Listing Regulations. Mr. Chhachhi is Independent of the management and possesses appropriate skills, experience, knowledge and capabilities, required for the role of Independent Director.

Details of Mr. Vivek Chhachhi pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the "Annexure-A" to this Postal Ballot Notice.

DCM Nouvelle Limited


He shall be paid remuneration by way of Sitting Fees for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings.

As per Section 152 of the Act and the rules thereunder, a Director can be appointed with the approval of the Members and as per Regulation 17 (1C) of the Listing Regulations, the Company is required to obtain the approval of the Members at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier. Further, as per Regulation 25 (2A) approval of the Members by way of a Special Resolution is required for the re-appointment of an Independent Director. Accordingly, approval of the Members is being sought for the re-appointment of Mr. Vivek Chhachhi as an Independent Director of the Company by way of a Special Resolution.

Accordingly, the approval of members is sought for re-appointment of Mr. Vivek Chhachhi as an Independent Director of the Company.

Except Mr. Vivek Chhachhi and his relatives, none of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution for his re-appointment, set out in Item No. 1 of this Notice.

Item No. 2

The Nomination and Remuneration Committee, after evaluating and considering the skills, experience, knowledge and performance of Mr. Kulbir Singh and pursuant to the provisions of the Companies Act, 2013 ("the Act") read with the Articles of Association of the Company, recommended to the Board of Directors, re-appointment of Mr. Kulbir Singh (DIN: 00204829), as Non-Executive Independent Director of the Company.

The Board of Directors, vide resolution dated March 31, 2026, considered the recommendation of Nomination and Remuneration Committee, re-appointed Mr. Kulbir Singh, as an Independent Director of the Company for a period from June 22, 2026 till May 11, 2027 and shall not liable to retire by rotation, subject to the approval of Members of the Company through Special Resolution.

Pursuant to Clause 8 of the Company's Policy on Independent Directors governing appointment and tenure, including the maximum age limit of 80 years, and in view of the same, Mr. Kulbir Singh will attain the age of 80 years on May 12, 2027, hence, the Board has recommended his re-appointment for a tenure from June 22, 2026 up to May 11, 2027.

Mr. Kulbir Singh has already attained the age of 75 years and, in terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, his continuation as a Non-Executive Director requires the approval of the Members of the Company by way of a Special Resolution. Based on the performance evaluation carried out by the Board, his contribution, active engagement, and valuable guidance in Board deliberations have been of significant value to the Company. Considering his extensive experience, sound judgment, and continued ability to contribute effectively, the Board is of the view that his continued association would be beneficial to the Company and, accordingly, recommends the Special Resolution for approval of the Members.

Mr. Kulbir Singh has a combination of leadership and advisory experience, with special interest in business strategy, financial management and compliance, and has worked with the highest degree of integrity. He has travelled extensively both within and outside India and brings a wealth of practical, on-the-ground experience. Mr. Kulbir Singh completed his schooling at The Doon School, Dehradun, and thereafter graduated with an Honours degree in Economics from St. Joseph's College, North Point, Darjeeling, before joining Grindlays Bank in early 1967.

Mr. Kulbir Singh is qualified to be appointed as a Director in terms of Section 164 of the Act. The Company has also received a declaration from Mr. Kulbir Singh that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority.

The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Kulbir Singh for the office of Independent Director of the Company.

In the opinion of the Board of Directors, Mr. Singh fulfils the conditions for re-appointment as an Independent Director as specified in the Act and the Listing Regulations.

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Details of Mr. Singh pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the "Annexure-A" to this Postal Ballot Notice.

He shall be paid remuneration by way of Sitting Fees for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings.

In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, re-appointment of Mr. Kulbir Singh as an Independent Director requires approval of members of the Company.

As per Section 152 of the Act and the rules thereunder, a Director can be appointed with the approval of the Members

and as per Regulation 17 (1C) of the Listing Regulations, the Company is required to obtain the approval of the Members at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier. Further, as per Regulation 25 (2A) approval of the Members by way of a Special Resolution is required for the re-appointment of an Independent Director. Accordingly, approval of the Members is being sought for the re-appointment of Mr. Kulbir Singh as an Independent Director of the Company by way of a Special Resolution.

Accordingly, the approval of members is sought for reappointment of Mr. Kulbir Singh as an Independent Director of the Company.

Except Mr. Kulbir Singh and his relatives, none of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution for his re-appointment, set out in Item No. 2 of this Notice.

DETAILS OF DIRECTORS WHOSE RE-APPOINTMENT/ APPOINTMENT IS PROPOSED PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS ON GENERAL MEETING (SS-2).

"Annexure-A"

Particulars Mr. Vivek Chhachhi Mr. Kulbir Singh
Director Identification Number (DIN) 00496620 00204829
Designation and Category of Director Non-Executive Independent Director Non-Executive Independent Director
Date of Birth and Age January 05, 1971 (55 Years) May 12, 1947 (78 Years)
Date of Re-appointment April 01, 2026 June 22, 2026
Qualifications M.B.A Honours degree in Economics
Brief Profile Mr. Vivek Chhachhi is an investment advisor. Prior to this, he was associated with CVCI as a Director, where he had around 15 years of investing experience. During his tenure with CVCI, he worked on identifying, managing, and exiting investments across a wide range of industries including IT, Pharmaceuticals and Specialty Chemicals, IT-enabled services, financial services, automobiles, metals and mining, infrastructure, oil and gas services, media, and textiles. Prior to CVCI, he had two years of experience as an equity research analyst with Citicorp Securities & Investments Limited, a Citi-affiliated brokerage firm. Mr. Kulbir Singh has a combination of leadership and advisory experience, with special interest in business strategy, financial management and compliance, and has worked with the highest degree of integrity. He has travelled extensively both within and outside India and brings a wealth of practical, on-the-ground experience.

DCM Nouvelle Limited


Terms and Conditions of Re-Appointment Mr. Vivek Chhachhi, shall be re-appointed as a Non-Executive Independent Director on the Board of DCM Nouvelle Limited. The re-appointment shall be for a period of five (5) consecutive years commencing from April 01, 2026 till March 31, 2031. In Compliance with Clause 8 of Policy of Independent Directors, Mr. Kulbir Singh, shall be re-appointed as a Non-Executive Independent Director on the Board of DCM Nouvelle Limited for a period from June 22, 2026 till May 11, 2027.
Expertise in specific functional areas Mr. Vivek Chhachhi has rich experience in the areas of investment management, private equity, financial analysis, and strategic advisory. He has worked extensively on investment identification, evaluation, portfolio management, and exit strategies across multiple industries. Mr. Kulbir Singh has extensive expertise in business strategy, financial management, compliance, and advisory functions. His experience is marked by seasoned leadership, practical business understanding, and broad exposure to domestic and international environments. He is recognized for his integrity, strategic perspective, and ability to contribute effectively to governance and decision-making.
Details of Remuneration last drawn Sitting fees of ₹5 lakhs paid during FY 2025–26 Sitting fees of ₹5 lakhs paid during FY 2025–26
Details of Remuneration sought to be paid Sitting fees for attending Board and Committee Meetings, if any, where he is a member. Sitting fees for attending Board and Committee Meetings, if any, where he is a member.
Number of Board meetings attended during the last Financial Year Mr. Vivek Chhachhi attended 7 (seven) out of the 9 (nine) Board Meetings held during the Financial Year 2025–26. Mr. Kulbir Singh attended all the 9 (nine) Board Meetings held during the Financial Year 2025–26.
Directorships held in other Companies (excluding Foreign Companies) 1. Anjan Drug Private Limited (Nominee Director)
2. Sekhmet Pharma Ventures Private Limited (Director)
3. Sabine Hospital & Research Centre Private Limited (Nominee Director)
4. Veeda Clinical Research Limited (Nominee Director)
5. DCM Nouvelle Specialty Chemicals Limited (Independent Director) 1. Hero Motors Limited (Independent Director)
2. DCM Nouvelle Specialty Chemicals Limited (Independent Director)
3. HMC E-Valley Private Limited (Independent Director)
Listed Entities from which he has resigned as Director in past 3 years None None

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DCM Nouvelle Limited

| Memberships/Chairmanships of Committees of other Companies | • Veeda Clinical Research Limited
A) Member of Nomination & Remuneration Committee
• Anjan Drug Private Limited
A) Member of CSR Committee | • Hero Motors Limited
A) Chairperson of Audit Committee;
B) Member in Nomination & Remuneration Committee.
• DCM Nouvelle Specialty Chemicals Limited
A) Chairperson of Audit Committee;
B) Member in Nomination & Remuneration Committee |
| --- | --- | --- |
| Number of Equity Shares held in the Company | None | None |
| Inter-se relationship between Director/Manager and other Key Managerial Personnel (KMPs) of the Company | Not related to any Director & Key Managerial Personnel of the Company | Not related to any Director & Key Managerial Personnel of the Company |
| Stock Option | None | None |