Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

DCM Shriram Limited Proxy Solicitation & Information Statement 2025

May 2, 2025

61505_rns_2025-05-02_2bd3ea95-c37d-4b6e-bac6-38b5c04aa011.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [127 x 60] intentionally omitted <==

==> picture [447 x 82] intentionally omitted <==

----- Start of picture text -----

BSE Limited National Stock Exchange of India Ltd.,
Phiroze JeeJeeBhoy Towers, “Exchange Plaza”,
Dalal Street, 5 [th] Floor, Plot No. C-1, G Block,
Mumbai – 400 001 Bandra-Kurla Complex, Bandra (E)
Mumbai: 400 051
SCRIP CODE: 523367 SCRIP CODE: DCMSHRIRAM
----- End of picture text -----

Kind Attn.: Department of Corporate Communications/Head - Listing Department

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

Dear Sirs,

Pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), please find enclosed herewith a copy of the Postal Ballot Notice dated April 29, 2025, together with the Explanatory Statement thereto, seeking consent of the Members of DCM Shriram Limited (the “ Company ”), on the following item of special business:

Sr.
No.
Particulars Type
of
Resolution
1. Shifting of registered office of the Company from Delhi to State of Haryana and
consequent amendment(s) in the Memorandum of Association of the Company.
Special
Resolution

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, and provisions of Listing Regulations, as amended, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the Register of Members/List of Beneficial Owners received from National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (‘CDSL’), the Depositories and Registrar and Share Transfer Agent of the Company as on the Cut-off date, i.e., Friday, April 25, 2025 .

The Company has engaged the services of NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically. The remote e-voting on the resolution set out in the Postal Ballot Notice shall commence from 9:00 A.M. (IST) on Monday, May 5, 2025, and end at 5:00 P.M. (IST) on Tuesday, June 3, 2025.

Kindly take the above information on record.

This information is also being hosted on the Company’s website at https://www.dcmshriram.com/investors/notice

Thanking You,

Yours Faithfully, For DCM Shriram Limited DEEPAK Digitally signed by DEEPAK GUPTA GUPTA Date: 2025.05.02 17:20:00 +05'30' Deepak Gupta Company Secretary & Compliance Officer

Dated: May 2, 2025 Encl.: As above

==> picture [493 x 59] intentionally omitted <==

DCM Shriram Limited Registered Office: 2[nd] Floor (West Wing), Worldmark 1 Aerocity, New Delhi-110037 Tel: 011-42100200 CIN: L74899DL1989PLC034923 E-mail: [email protected] Website: www.dcmshriram.com

POSTAL BALLOT NOTICE

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

To the Members of the Company,

Notice is hereby given to the Members of DCM Shriram Limited (the ‘ Company ’), pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (the ‘ Act ’) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time (“ Management Rules ”) read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, and read with various circulars including General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (‘ MCA ’) (hereinafter collectively referred to as ‘ MCA Circulars ’) in relation to the extension of the framework provided by the MCA Circulars up to September 30, 2025 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘ Listing Regulations ’) read with other applicable SEBI Circulars, Secretarial Standards on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India and other applicable provisions of the Act, rules, circulars and notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), that the Special Resolution as set out in this Notice is proposed for consideration by the Members of the Company for passing by means of Postal Ballot, only by way of voting through electronic means ( ‘remote e-voting’ ).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories/Registrar and Share Transfer Agent (‘ RTA ’) as on the Cut-off date i.e., Friday, April 25, 2025 . If your e-mail address is not registered with the Company/ Depositories/RTA, please follow the process provided in the Notes to receive this Postal Ballot Notice, login ID, and password for remote e-voting. Please note that communication of assent or dissent of the members on the proposed resolution would take place through remote e-voting only.

The Statement under Section 102, setting out the material facts for the proposed resolution, is appended to this Notice. The Board of Directors of the Company has appointed Mr. Kapil Dev Taneja (CP no. 22944, M. No. F4019), Partner of M/s Sanjay Grover & Associates, Company Secretaries, as Scrutinizer, or failing him, Mr. Neeraj Arora (CP no. 16186, M. No. F10781), Partner of M/s Sanjay Grover & Associates, Company Secretaries, as the Alternate scrutinizer, for conducting this Postal Ballot process through remote e-voting, in a fair and transparent manner.

The Company has engaged the services of National Securities Depository Limited ( ‘NSDL’ ), to provide remote e-voting facility to its members, to enable them to cast their votes electronically. Members are requested to read the instruction in the Notes under section “Instructions for Remote e-voting” in this Postal Ballot Notice and follow the procedure stated in the Notes, to cast their votes electronically from their respective locations.

The remote e-voting shall be open for a period of 30 days i.e., from Monday, May 5, 2025, 9:00 A.M. (IST) to Tuesday, June 3, 2025, 5:00 P.M. (IST) . Members are requested to cast their votes through remote e-voting process during the said period only and not later than Tuesday, June 3, 2025, 5:00 P.M. (IST) to be eligible for being considered, failing which, it will be considered that no vote has been cast by the concerned member.

Upon completion of the votes cast through remote e-voting, the Scrutinizer shall submit his report to the Chairman of the Company or in his absence to the Company Secretary. The results of the Postal Ballot through remote e-voting along with the Scrutinizer’s Report shall be announced by the Chairman or in his absence by the Company Secretary within 2 (two) working days of the conclusion of the Postal Ballot process, at the Registered Office of the Company at 2[nd] Floor (West Wing), Worldmark 1 Aerocity, New Delhi-110037. The results along with the Scrutinizer’s Report shall also be intimated to the National Stock Exchange of India Limited ( ‘NSE’ ) and BSE Limited ( ‘BSE’ ) (hereinafter collectively referred to as ‘ Stock Exchanges ’) where the Equity Shares of the Company are listed and will be displayed on the Company’s website at www.dcmshriram.com as well as on the website of NSDL at www.evoting.nsdl.com

1

Resolution for consideration:

Special Business:

SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM DELHI TO STATE OF HARYANA AND CONSEQUENT AMENDMENT(S) IN ITS MEMORANDUM OF ASSOCIATION

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 12, 13 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 30 of the Companies (Incorporation) Rules, 2014, as amended (“Rules”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to the approval of the Central Government (powers delegated to the Regional Director), the Registrar of Companies, and/ or any other statutory authorities, and such other approvals, permissions and sanctions as may be required under any other law for the time being in force, consent of the Members of the Company be and is hereby accorded for shifting the Registered Office of the Company from Delhi to the State of Haryana.

RESOLVED FURTHER THAT consequent to change in the registered office of the Company, the existing Clause II of the Memorandum of Association of the Company be and is hereby substituted with following Clause:

II The Registered Office of the Company will be situated in the State of Haryana.

RESOLVED FURTHER THAT the Board of Directors of the Company (‘the Board’), which includes any Committee of the Board, or any officer/executive/representative and/or any other person so authorised by the Board, be and is hereby authorised to finalise, execute and file applications/forms/returns/petitions, furnish necessary papers/documents/ information to the concerned Registrar of Companies and/or the Regional Director, Ministry of Corporate Affairs, and/ or any other statutory authority, issue notices, advertisements etc., appoint counsels, advocates or advisors, accept any conditions, modifications, or alterations imposed by any statutory authority while granting approval as the Board may deem fit in its absolute discretion in the interest of the Company, and do all such acts, deeds and things as may be considered necessary, incidental and consequential thereto including selection of location of the registered office of the Company in the State of Haryana within the jurisdiction of Registrar of Companies, National Capital Territory of Delhi (NCT) and Haryana and power to sub-delegate any of the said authority to any Committee, Officer or Authorised Representative of the Company or any other Person, as it deems fit in its absolute discretion, on behalf of the Company, and to settle any questions, issues, difficulties or doubts that may arise in this regard without requiring to seek any further consent or approval of the Members of the Company, for the purpose of giving effect to the said resolution.”

By Order of the Board DCM Shriram Limited

Date: April 29, 2025 Place: New Delhi

(Deepak Gupta) Company Secretary & Compliance Officer Membership No.: F4615

2

Notes:

  1. Statement pursuant to Section 102 of the Act read with Secretarial Standard on General Meetings (SS-2) and Listing Regulations, setting out all material facts in relation to the proposed Special Resolution mentioned in this Postal Ballot Notice is appended hereto.

  2. In conformity with the provisions of the Act read with the MCA circulars and provisions of Listing Regulations, as amended, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the Register of Members/List of Beneficial Owners received from National Securities Depository Limited (‘ NSDL’ ) and Central Depository Services (India) Limited (‘ CDSL ’), the depositories, as on the Cut-off date, i.e., Friday, April 25, 2025, and whose e-mail IDs are registered with the Company/Depositories/RTA. Accordingly, physical copy of the Postal Ballot Notice/ Postal Ballot form/pre-paid business reply envelope are not being sent.

  3. Members, who have not registered their e-mail IDs, may please follow the instructions given under section Instruction for e-voting, to receive this Postal Ballot Notice, login ID and password for remote e-voting.

  4. This Postal Ballot Notice will also be available on the website of the Company at www.dcmshriram.com, and on the websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com, respectively, and of NSDL at www.evoting.nsdl.com

  5. The Company has engaged the services of National Securities Depository Limited (NSDL) to provide remote e-voting facility to its members. Members are requested to communicate their ‘assent’ or ‘dissent’ to the proposed resolution only through remote e-voting.

  6. The voting rights of member shall be reckoned in proportion to his/her/its shareholding in the paid-up value of the equity share capital of the Company as on the Cut-off date. In case of joint holders, only such joint holder, who is highest in the order of names, will be entitled for remote 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.

  7. All the documents referred to in this Postal Ballot Notice and the Statement pursuant to Section 102 of the Act 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.

  8. The remote e-voting period commences from Monday, May 5, 2025, 9:00 A.M. (IST) and ends on Tuesday, June 3, 2025, 5:00 P.M. (IST). Thereafter, the remote e-voting module shall be disabled by NSDL. During this period, members of the Company holding equity shares either in physical form or in dematerialized form, as on the Cut-off date i.e., Friday, April 25, 2025, can cast their votes through remote e-voting. Once the vote is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

  9. After conclusion of the remote e-voting period on Tuesday, June 3, 2025, 5:00 P.M. (IST) , the Scrutinizer shall unblock the votes cast through remote e-voting in the presence of at least two witnesses, who are not in employment of the Company, and prepare the Scrutinizer’s Report containing the details of total votes cast in favour or against the proposed resolution. The Scrutinizer shall submit his report to the Chairman and / or the Company Secretary, who shall countersign the same and declare the results of the Postal Ballot. The resolution, if passed by requisite majority, shall be deemed to have been passed on Tuesday, June 3, 2025, 5:00 P.M. (IST) being the last day of remote e-voting.

  10. Results of Postal Ballot through remote e-voting, shall be declared within 2 working days of the date of conclusion of the remote e-voting period. The results shall be communicated to the Stock Exchanges and also displayed on the website of NSDL www.evoting.nsdl.com, website of the Company www.dcmshriram.com and at the Registered Office of the Company.

3

11. Important Communication / Awareness Material for Members:

  • (a) SEBI encourages all shareholders to consider the inherent advantages of dematerialization and get their existing physical shareholding converted into demat mode. SEBI has also prohibited transfer of equity shares in physical mode. Therefore, all members holding their shares in physical form are advised to dematerialize their holding at the earliest, by opening a new demat account with any Depository Participant (DP) and submit the demat request to their DP, alongwith KYC updation to RTA of the Company.

  • (b) Members may please note that SEBI vide its Circular dated 25 January 2022, has mandated Listed Companies to issue securities in demat form only, while processing service requests such as issue of duplicate securities certificate, name change; splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition etc. Accordingly, Members are requested to make service requests by submitting a duly filled-in and signed Form ISR-4 and ISR-5 to RTA of the Company, along with relevant documents, the format(s) of which is available on the Company’s website at https://www.dcmshriram.com/importantcommunication-for-shareholders

  • (c) SEBI through its circulars has mandated the Company/RTA to obtain copies of PAN Card, KYC Details, Bank Account Details, Nomination Form, etc. from all shareholders holding shares in physical form. Therefore, shareholders holding shares in physical form are requested to provide PAN duly linked with Aadhaar, KYC and other details at the earliest in Form ISR-1, along with the supporting documents/details such as contact details including mobile number and email, self-attested copy of PAN card and address-proof of all holders, Nomination Form in SH-13 or ‘Declaration to Opt-out’ in Form ISR-3 and bank details along with original cancelled cheque and banker’s attestation of specimen signature in Form ISR-2. Detailed instructions and specimen formats in this regard, are available on the investor section of the website of the Company at https://www.dcmshriram.com/importantcommunication-for-shareholders

Please note that in case you are holding shares in physical form, you will be eligible to get any service request processed by the RTA only when your KYC details are updated. Further, w.e.f. April 1, 2024, you will be eligible for dividend payments in electronic mode only when your KYC details are updated. Hence, please download, fill and send the requisite documents to the Company/RTA at the earliest.

  • (d) SEBI vide its circular dated July 31, 2023, has introduced a common Online Dispute Resolution Portal (‘ ODR Portal ’), which harnesses online method for resolution, conciliation and arbitration for disputes arising in the Indian Securities Market. The ODR Portal allows investors with additional mechanism to resolve their grievances, in case they are not satisfied with the resolution provided by the Company/RTA and/or through SCORES Platform of SEBI (scores.sebi.gov.in) Web-link to access the said portal is https://smartodr.in Detailed circulars in regard to this facility are available on the investor section of the website of the Company at https://www.dcmshriram.com/importantcommunication-for-shareholders

12. INSTRUCTIONS FOR REMOTE 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 members holding securities in demat mode

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

4

Type of Members Login Method
Individual
members
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 or joining virtual meeting &
voting during the meeting.
2.
ExistingIDeASuser can visit the e-Services website of NSDL viz.
https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On
the e-Services home page click on the“Benefcial 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 ore-voting service provider i.e. NSDLand you will
be re-directed 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 ore-voting service provider i.e. NSDLand you will be redirected to
e-voting website of NSDL for casting your vote during the remote e-voting
period.
5.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede
facility by scanning the QR code mentioned below for seamless voting
experience.

5

Individual members
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 e-voting is in progress as per the
information provided by company. On clicking the e-voting 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 are 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 websitewww.cdslindia.comand 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 onwww.
cdslindia.comhome 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 also able to directly access the system of all
e-voting Service Providers.
Individual members
(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(s).

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

through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual members holding securities in demat
mode with NSDL
Shareholders facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected]
or call at 022 - 4886 7000
Individual Members holding securities in demat
mode with CDSL
Shareholders facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected]
or contact at 1800-21-09911

6

  • B) Login Method for e-voting for members other than individual members holding securities in demat mode and all categories of members holding securities in physical mode.

  • 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.

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 Shareholders 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 IN300
12**.
b) For Shareholders who hold shares in
demat account with CDSL.
16 Digit Benefciary ID
For example if your Benefciary ID is
12** then your user ID is
12**
c) For Shareholders 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:

  2. a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

  3. 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.

  4. 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 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.

  5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  6. 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.

  7. b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

7

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Shareholders can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

  • 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 No.” in which you are holding shares and whose voting cycle is in active status.

  2. Select “EVEN No. 133609” 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 authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to sanjaygrover7@ gmail.com 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

8

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 shareholders 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, SECRETARIAL STANDARDS ON GENERAL MEETINGS (SS-2) AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER

Presently, Registered Office of the Company is situated in Delhi at 2[nd] Floor, (West Wing), Worldmark 1, Aerocity, New Delhi, Delhi, 110037 which is a leased premises. The Company has its own premises in the State of Haryana from where certain key business affairs and administrative functions are performed. In order to provide permanency & stability by having registered office at Company’s own premises, better supervision over affairs of the Company, facilitate administrative convenience and optimize administrative expenses, the Board of Directors of the Company has approved and recommended the proposal of shifting Registered Office of the Company from Delhi to the State of Haryana, to the Members for their approval.

The shifting of Registered Office will not have any adverse impact on the operations of the Company and there will not be any retrenchment or transfer of employees consequent to the proposed change in the Registered Office of the Company.

In terms of Sections 12, 13, and other applicable provisions of the Act read with rules made thereunder, the shifting of Registered Office of the Company from one state to another and consequently alteration of Clause II of the Memorandum of Association (MOA) of the Company, requires approval of Members of the Company by means of a Special Resolution and approval of the Central Government (powers delegated to the Regional Director). Therefore, approval of the members is sought through Postal Ballot by way of remote e-voting for shifting of the Registered Office of the Company from Delhi to the State of Haryana and consequently, for altering Clause II of the MOA. The copy of the existing MOA indicating the proposed amendments and other allied documents, if any, will be available for inspection electronically on all working days except on Saturdays and Sundays, till Tuesday, June 3, 2025, i.e., the last date of remote e- voting.

None of the Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the Special Resolution, except as Shareholders of the Company.

The Board recommends the aforesaid special resolution for approval by the members.

By Order of the Board DCM Shriram Limited

Date: April 29, 2025 Place: New Delhi

(Deepak Gupta) Company Secretary & Compliance Officer Membership No.: F4615

9