DCM Shriram Limited — Proxy Solicitation & Information Statement 2025

Feb 14, 2025

==> 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 the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Dear Sirs,

Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice dated February 11, 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.	Appointment of Mr. Tejpreet Singh Chopra (DIN: 00317683) as an Independent Director 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) and Central Depository Services (India) Limited (‘CDSL’), the depositories, as on the Cut-off date, i.e., Monday, February 10, 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 Saturday, February 15, 2025, and end at 5:00 P.M. (IST) on Sunday, March 16, 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 Date: 2025.02.14 Gupta 11:58:38 +05'30' Deepak Gupta Company Secretary & Compliance Officer

Dated: February 14, 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: shares@dcmshriram.com 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 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., Monday, February 10, 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 and the reasons 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, or failing him, Mr. Neeraj Arora (CP no. 16186, M. No. F10781), Partner of M/s Sanjay Grover & Associates, Company Secretaries, as the Scrutinizer/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 Saturday, February 15, 2025, 9:00 A.M. (IST) to Sunday, March 16, 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 March 16, 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

Resolution for consideration:

Special Business:

Appointment of Mr. Tejpreet Singh Chopra (DIN: 00317683) as an Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 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, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), and any other applicable law, including any statutory modification(s) or reenactment(s) thereof for the time being in force, Mr. Tejpreet Singh Chopra (DIN: 00317683), who was appointed as an Additional Director, in the category of Independent Director, pursuant to the provisions of Section 161(1) of the Act

1

and the Articles of Association of the Company, who meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and has submitted declaration to this effect, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years with effect from January 18, 2025, on such remuneration including fees and commission, as may be approved by the Board of Directors or its Committee from time to time, within the limits prescribed under the Act or any other applicable law.

RESOLVED FURTHER THAT the Board of Directors, including a Committee thereof or any other of its delegate, be and are hereby authorized to do all such acts, deeds and things as may be deemed appropriate in this connection and to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

By Order of the Board DCM Shriram Limited

Place: New Delhi Date: February 11, 2025

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

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., Monday, February 10, 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. 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 shares@dcmshriram.com mentioning his/her/its folio number/DP ID and Client ID.

8. The remote e-voting period commences on Saturday, February 15, 2025 at 9:00 A.M. (IST) and ends on Sunday, March 16, 2025 at 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., Monday, February 10, 2025, can cast their vote 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.

2

1. After conclusion of the remote e-voting period on March 16, 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 March 16, 2025, being the last day of remote e-voting.

2. 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.

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/investors/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/ investors/important-communication-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. 1 April, 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/investors/important-communication-for-shareholders

• (e) MCS Share Transfer Agent Limited (Registrar and Share Transfer Agent of the Company) has relocated its Delhi branch office to 179-180, DSIDC Shed, 3rd Floor, Okhla Industrial Area, Phase-1, New Delhi, Delhi 110020

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

3

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.

Type of Members	Login Method
Individual members holding securities in demat mode with NSDL.	1. 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. 2. 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 3. 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. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
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 websitewww.cdslindia.comand 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-votingserviceproviders’ website directly.

4

1. 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.

2. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN 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 also able to directly access the system of all e-voting Service Providers. Individual members (holding You can also login using the login credentials of your demat account through securities in demat mode) your Depository Participant registered with NSDL/CDSL for e-voting facility. Upon login through their depository logging in, you will be able to see e-voting option. Click on e-voting option, you participants 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.

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 evoting@nsdl.com 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 helpdesk.evoting@cdslindia.com or contact at 1800 22 55 33

• 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:

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 thenyour user ID is IN30012**
b) For Shareholders 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 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

5

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.

8. 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.

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

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

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

12. 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 is in active status.

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

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 sanjaygrover7@gmail.com with a copy marked to evoting@nsdl.com. 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.

1. 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.

2. 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 evoting@nsdl.com

6

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 shares@dcmshriram.com.

2. 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 shares@dcmshriram.com. 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.

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password

4. for e-voting by providing above mentioned documents.

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

The Nomination, Remuneration & Compensation Committee (NRCC), with a view to broad base the Board by having a person who has international experience of Strategy, Technology (AI), Energy, Finance and Corporate Governance, thought it fit that appointment of an experienced professional possessing such skills would be beneficial for the Company’s operations. Accordingly, NRCC, after evaluating balance of skills, knowledge, experience and other relevant factors, had recommended to the Board of Directors, the appointment of Mr. Tejpreet Singh Chopra (DIN: 00317683) as an Independent Director of the Company, who possesses appropriate skills, experience and knowledge in these areas. The Board of Directors, based on the recommendation of NRCC, appointed Mr. Tejpreet Singh Chopra (DIN: 00317683) as an Additional Director, in the category of Independent Director, not liable to retire by rotation, for a period of five consecutive years w.e.f. January 18, 2025, subject to approval of Members of the Company.

Mr. Tejpreet Singh Chopra is a Graduate from The Lawrence School, Sanawar, B.A. (Hons.) from St. Stephen’s College, Delhi University, MBA from Cornell University, and has attended executive program at Harvard Kennedy School. He is the Founder & CEO of Bharat Light & Power Group (BLP), one of the leading clean energy generation (IPP) and technology companies in India. He has rich experience of 22 years in global management and finance.

Mr. Chopra is on the Board of the World Economic Forum Foundation (WEF) for Young Global Leaders and the Clean Air Fund, London based global philanthropic organization. Mr. Chopra was earlier on the Board of Governors of the Lawrence School, Sanawar and the National Skill Development Corporation (Govt. of India and Indian Industry initiative) Nominee Director of the Power Sector Skill Council.

Mr. Tejpreet is also involved in various industry associations. He is member of the National Council of the Confederation of Indian Industry (CII), Council of Management of All India Management Association (AIMA) and WEFs CEO group on Advanced Manufacturing. He is participant of the Young Presidents Organization (YPO) and the Cornell University Council, and an Aspen Institute Fellow, a part of the Aspen Global Leadership Network.

Details of his other Directorships, Committee positions and other information required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard on General Meetings (SS-2) are:

Name of the Director(DIN)	Mr. Tejpreet Singh Chopra(DIN: 00317683)
Date of Birth & Age	December 5, 1969 & 55years
Nationality	Indian
Date of frst Appointment on the Board of the Company	January 18, 2025
Qualifcation	Graduate from The Lawrence School, Sanawar B.A. (Hons.) from St. Stephen’s College, Delhi University MBA from Cornell University
Experience	22years
Expertise in Functional Areas	Strategy, Technology (AI), Energy, Finance and Corporate Governance

7

Directorships held in other Companies including Listed companies	1. Eicher Motors Limited (Listed) 2. Tube Investments of India Limited (Listed) 3. Indian Energy Exchange Limited (Listed) 4. Indraprastha Medical Corporation Limited (Listed) 5. TI Clean Mobility Private Limited 6. BLP Industry AI Private Limited 7. Bharat Light and Power Private Limited 8. BLP Renewable Services Private Limited 9. Clean AF India Foundation	1. Eicher Motors Limited (Listed) 2. Tube Investments of India Limited (Listed) 3. Indian Energy Exchange Limited (Listed) 4. Indraprastha Medical Corporation Limited (Listed) 5. TI Clean Mobility Private Limited 6. BLP Industry AI Private Limited 7. Bharat Light and Power Private Limited 8. BLP Renewable Services Private Limited 9. Clean AF India Foundation	1. Eicher Motors Limited (Listed) 2. Tube Investments of India Limited (Listed) 3. Indian Energy Exchange Limited (Listed) 4. Indraprastha Medical Corporation Limited (Listed) 5. TI Clean Mobility Private Limited 6. BLP Industry AI Private Limited 7. Bharat Light and Power Private Limited 8. BLP Renewable Services Private Limited 9. Clean AF India Foundation	1. Eicher Motors Limited (Listed) 2. Tube Investments of India Limited (Listed) 3. Indian Energy Exchange Limited (Listed) 4. Indraprastha Medical Corporation Limited (Listed) 5. TI Clean Mobility Private Limited 6. BLP Industry AI Private Limited 7. Bharat Light and Power Private Limited 8. BLP Renewable Services Private Limited 9. Clean AF India Foundation	1. Eicher Motors Limited (Listed) 2. Tube Investments of India Limited (Listed) 3. Indian Energy Exchange Limited (Listed) 4. Indraprastha Medical Corporation Limited (Listed) 5. TI Clean Mobility Private Limited 6. BLP Industry AI Private Limited 7. Bharat Light and Power Private Limited 8. BLP Renewable Services Private Limited 9. Clean AF India Foundation
Chairman/ Member of the Committee(s) of the Board of Directors across all public companies			Types of Committee Chairman/ Membership Risk Management Committee Member Strategic Committee Chairman Technology Advisory Committee Chairman Audit Committee Member NRC Committee Member CSR Committee Member Risk Management Committee Chairman
	S. no.	Name of the Company	Types of Committee		Chairman/ Membership
	1	Eicher Motors Limited	Risk Management Committee		Member
	2	Indian Energy Exchange Limited	Strategic Committee		Chairman
			Technology Advisory Committee		Chairman
	3	Tube Investments of India Limited	Audit Committee		Member
			NRC Committee		Member
			CSR Committee		Member
			Risk Management Committee		Chairman
Names of Listed Companies in which Director resigned in past 3 years.
	S. no.	Name of the Company		Date of Cessation
	1	SRF Limited		31.03.2024*
	2	Gujarat Pipavav Port Limited		23.05.2024
Number of shares held in the Company	Nil
Last Drawn Remuneration(per annum)	Not Applicable
Number of Board Meetings attended during the year	1 (one) Only one Board meeting was held after his appointment which was attended byhim.
Relationship with other Directors, Manager and other Key Managerial Personnel	None
Terms and Conditions of Appointment/ Reappointment and remuneration sought to bepaid	Terms & conditions of his appointment including remuneration are given in the resolution and Statement pursuant to Section 102(1) of the Act in this notice.

The Board is of the opinion that Mr. Tejpreet Singh Chopra is a person of integrity and fulfils the conditions specified under the Act, Rules made thereunder and the Listing Regulations, for his appointment as Independent Director of the Company and is independent of the management of the Company. His background, skills and experience are suitable, and his appointment would be beneficial for the Company.

The Company has received the requisite disclosures and declarations from Mr. Tejpreet Singh Chopra for his proposed appointment as an Independent Director. The Company has also received notice in writing under Section 160 of the Act, proposing his candidature for appointment as Director. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act and 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 proposed appointment is in compliance with the applicable provisions of the Act and the Listing Regulations. Mr. Tejpreet Singh Chopra shall be eligible for remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings, reimbursement of expenses for participating in Board and other meetings and profit related commission, as may be approved by the Board of Directors or its Committee from time to time, within the limits prescribed under the Act or any other applicable law.

8

Accordingly, approval of members by way of special resolution is required for appointment of Mr. Tejpreet Singh Chopra as an Independent Director of the Company.

Except Mr. Tejpreet Singh Chopra, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise in the resolution.

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

By Order of the Board DCM Shriram Limited

Place: New Delhi Date: February 11, 2025

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

9