Deccan Gold Mines Ltd. — Proxy Solicitation & Information Statement 2024

Feb 21, 2024

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February 21, 2024

To,

Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai - 400 001

Scrip Code: 512068

Dear Sir/ Madam,

Sub.: Notice of the 03/2023-24 Extra-Ordinary General Meeting (“EGM”) Regulation 30 of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

This is further to our announcement dated February 14, 2024, intimating that the EGM of Deccan Gold Mines Limited (“Company”) will be held on Thursday, March 14, 2024 at 11.30 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).

Pursuant to Regulation 30 of the Listing Regulations, we enclose the Notice of the EGM of the Company (including e-voting instructions).

The Notice of the EGM is also being made available on the website of the Company at www.deccangoldmines.com and BSE website at www.bseindia.com.

Kindly take the above on record and oblige.

Yours faithfully,

For DECCAN GOLD MINES LIMITED

SUNDARAM Digitally signed by SUNDARAM SUBRAMAN SUBRAMANIAM Date: 2024.02.21 IAM 18:36:09 +05'30'

__ Subramaniam S. Company Secretary & Compliance Officer Membership No.: ACS 12110

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NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra Ordinary General Meeting of the Members of Deccan Gold Mines Limited (CIN: L51900MH1984PLC034662) (‘the Company/DGML’) will be held on Thursday, March 14, 2024 at 11.30 a.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business:

SPECIAL BUSINESS:

1. To approve Material Related Party Transactions:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) (including any statutory modification(s) or amendment thereto or re-enactment thereof); and other applicable provisions and regulations, if any, as amended from time to time and the Company’s Policy on Related Party Transactions (“ RPT Policy ”), as per the recommendation and approval of the Audit Committee and the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Material Related Party Transactions for the Financial Year ending on March 31, 2024 upon such terms and conditions as mutually agreed upon by the Company with the respective Related Parties, as detailed under:

Sr. No.	Name of the Related Party	Nature of Relationship	Nature of Contract / Arrangement / Transaction	Value of Transaction
1.	Avelum Partner LLC,Kyrgyzstan	Subsidiary Company	Transfer of Resources, Services & Obligations includingLoan	Up to INR 10,00,00,000/-
2.	Kalevala Gold Oy,Finland	Associate Company	Transfer of Resources, Services & Obligations includingLoan	Up to INR 1,00,00,000/-

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to take all necessary steps, acts, deeds, and things in order to comply with all the legal and procedural formalities and to do all such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable.”

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2. To approve Material Related Party Transactions for the Financial year ending March 31, 2025:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) (including any statutory modification(s) or amendment thereto or re-enactment thereof); and other applicable provisions and regulations, if any, as amended from time to time and the Company’s Policy on Related Party Transactions (“ RPT Policy ”), as per the recommendation and approval of the Audit Committee and the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Material Related Party Transactions to be entered into during the Financial Year ending on March 31, 2025 upon such terms and conditions as mutually agreed upon by the Company, as detailed under:

Sr. No.	Name of the Related Party	Nature of Relationship	Nature of Contract / Arrangement / Transaction	Value of Transaction
1.	Avelum Partner LLC, Kyrgyzstan	Subsidiary Company	Transfer of Resources, Services & Obligations includingLoan	Up to INR 60,00,00,000/-
2.	Geomysore Services India Private Limited,India	Associate Company	Transfer of Resources, Services & Obligations includingLoan	Up to INR 120,00,00,000/-
3.	Kalevala Gold Oy, Finland	Associate Company	Transfer of Resources, Services & Obligations includingLoan	Up to INR 10,00,00,000/-
4.	Australian Indian Resources Limited, Australia	Promoter Group Company	Transfer of Resources, Services & Obligations including Loan/ providing guarantee for Loan that may be availed byDGML.	Up to INR 125,00,00,000/-

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to negotiate, finalise and agree the terms and conditions of the aforesaid material related party transactions, and to take all necessary

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steps, to execute all such documents, instruments and writings and to do all necessary acts, deeds and things in order to comply with all the legal and procedural formalities and to do all such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable.”

By order of the Board of Directors For Deccan Gold Mines Limited

___

Subramaniam Sundaram Whole-time Director Company Secretary & Compliance Officer DIN: 06389138

Date: February 14, 2024 Place: Bengaluru

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Notes:

1. The Ministry of Corporate Affairs (MCA), vide its General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 along with such other applicable circulars issued by MCA (hereinafter referred to as “MCA Circulars”), SEBI Circular dated May 13, 2022 and any other applicable laws and regulations has allowed companies to conduct the General Meeting, up to September 30, 2024, through Video Conferencing (VC) or Other Audio Visual Means (OAVM). In accordance with the applicable provisions and the MCA and SEBI Circulars, the EGM of the Company shall be conducted through VC/ OAVM facility.

2. A Statement pursuant to Section 102(1) of the Act, (“Explanatory Statement”) relating to the Special Businesses to be transacted at the Meeting is annexed hereto.

3. Since, the EGM will be held through VC/OAVM and the physical attendance of Members has been dispensed with, the facility for appointment of proxies by the Members will not be available for the Meeting. Accordingly, the Proxy Form and Attendance Slip and Route Map is not annexed to this Notice.

4. Pursuant to Section 113 of the Act, representatives of Corporate Members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the Meeting to be conducted through VC/ OAVM.

5. Corporate Members intending to attend the Meeting through their authorized representatives are requested to send a Certified True Copy of the Board Resolution and Power of Attorney (PDF/JPG Format), if any, authorizing its representative to attend and vote on their behalf at the Meeting. The said Resolution/Authorization shall be sent to the Company by email through its registered email address i.e. dgmlagm@deccangoldmines.com.

6. In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the Meeting along with the Explanatory Statement is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Notice will also be available on the website of the Company, i.e. www.deccangoldmines.com; website of BSE Limited at www.bseindia.com.

7. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 11.

8. Members attending the Meeting through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

9. Relevant documents referred to in the accompanying Notice and the Explanatory Statement, Registers and all other documents will be available for inspection in electronic mode. Members can inspect the same by sending an email to the Company at dgmlagm@deccangoldmines.com.

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1. Members are requested to intimate changes, if any, pertaining to their name, postal address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, to their Depository Participants (DPs) in case the shares are held by them in dematerialized form and to the Registrar and Share Transfer Agents of the Company i.e. Link Intime India Private Limited (“Link Intime”) in case the shares are held by them in physical form.

2. Members seeking any information/desirous of asking any questions with regard to any matter to be considered at the Meeting are requested to send email to the Company at dgmlagm@deccangoldmines.com a least 7 days before the Meeting. The same will be replied by the Company suitably.

3. Information and other instructions relating to e-voting are as under:

4. I. The remote e-voting facility will be available during the following period: Commencement of e-voting: From 9:00 a.m. (IST) on Monday, March 11, 2024

   • End of e-voting: Up to 5:00 p.m. (IST) on Wednesday, March 13, 2024

   • The remote e-voting will not be allowed beyond the aforesaid date and time and the e- voting module shall be disabled upon expiry of the aforesaid period.

5. II. Pursuant to the provisions of Section 108 and other applicable provisions of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations, MCA Circulars and SEBI Circular the Company is pleased to provide its Members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means.

6. III. The Company has engaged the services of Link Intime India Private Limited to provide remote e-voting facility to the Members.

7. IV. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member/ beneficial owner (in case of electronic shareholding) as on the cut-off date, i.e., March 07, 2024. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

8. V. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e., March 07, 2024 only shall be entitled to avail the facility of e-voting.

9. VI. Members who are holding shares in physical form or who have not registered their email address with the Company/Depository or any person who acquires shares of the Company and becomes a Member of the Company after the Notice has been sent electronically by the Company, and holds shares as of the cut-off date, i.e. March 07, 2024, such Member may obtain the User ID and password by sending a request at rnt.helpdesk@linkintime.co.in.

10. VII. The Board of Directors of the Company has appointed CS Jayesh M. Shah, (Membership No. FCS 5637), Partner of M/s. Rathi & Associates, a Practicing Company Secretary firm,

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Mumbai as scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• VIII. The Scrutinizer, after scrutinizing the votes, will, not later than two working days of the conclusion of the Meeting; make a consolidated scrutinizer’s report which shall be placed on the website of the Company, i.e., www.deccangoldmines.com. The results shall simultaneously be communicated to the Stock Exchange.

• IX. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the Extraordinary General Meeting, i.e. Thursday, March 14, 2024.

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

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

Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

• b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

• c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User not registered for IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided with Login ID and password.

• d) After successful login, click on “Access to e-voting”.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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METHOD 2 - By directly visiting the e-voting website of NSDL:

• a) Visit URL: https://www.evoting.nsdl.com/

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

• c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – If registered with CDSL Easi/Easiest facility

Users who have registered for Easi/Easiest facility:

• a) Visit URL: https://web.cdslindia.com/myeasinew/home/login or www.cdslindia.com.

• b) Click on New System Myeasi

• c) Login with user id and password

• d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

Users not registered for Easi/Easiest facility

• a) To register, visit URL: https://web.cdslindia.com/myeasinew/Registration/EasiRegistration b) Proceed with updating the required fields.

• c) Post registration, user will be provided Login ID and password.

• d) After successful login, user able to see e-voting menu.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL:

a) Visit URL: https://www.cdslindia.com/

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• b) Go to e-voting tab.

• c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

• e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.

• c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.

• d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Visit URL: https://instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the

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sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Click “confirm” (Your password is now generated).

• Click on ‘Login’ under ‘SHARE HOLDER’ tab.

• Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

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Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

• a) Visit URL: https://instavote.linkintime.co.in

• b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

• c) Fill up your entity details and submit the form.

• d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

• f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) Click on “Investor Mapping” tab under the Menu Section

• c) Map the Investor with the following details:

• a. ‘Investor ID’ -

  • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .

• b. ‘Investor’s Name - Enter full name of the entity.

• c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

• d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

• d) Click on Submit button and investor will be mapped now.

• e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

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METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) Click on ‘Votes Entry’ tab under the Menu section.

• c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.

• d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

• e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).

• f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

• g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) You will be able to see the notification for e-voting in inbox.

• c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.

• d) Download sample vote file from ‘Download Sample Vote File’ option.

• e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

• f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

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Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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 atevoting@nsdl.co.inor call at : 022 - 4886 7000 and 022 - 2499 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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

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Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the

password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Process and manner for attending the Extra-ordinary General Meeting through InstaMeet:

1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on “Login”.

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• Select the “Company” and ‘Event Date’ and register with your following details: -

• A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

• Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

• Shareholders/ members holding shares in NSDL demat account shall provide 8

• Character DP ID followed by 8 Digit Client ID

• Shareholders/ members holding shares in physical form shall provide Folio Number

• registered with the Company

• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have

• not updated their PAN with the Depository Participant (DP)/

Company shall use the sequence number provided to you, if applicable.

• C. Mobile No.: Enter your mobile number.

• D. Email ID: Enter your email id, as recorded with your DP/Company.

• Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked

• for the meeting).

- Instructions for Shareholders/ Members to Speak during the Extra ordinary General Meeting through InstaMeet:

1. Shareholders who would like to speak during the meeting must register their request with the company at dgmlagm@deccangoldmines.com with their DP ID / Client ID and mobile number at least 7 days prior to the meeting.

2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

3. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

4. Other shareholder may ask questions to the panelist, via active chat-board during the meeting.

5. Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

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- Instructions for Shareholders/ Members to Vote during the Extra ordinary General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.

5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Extraordinary General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Extraordinary General Meeting will be eligible to attend/ participate in the Extraordinary General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

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In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.

General Guidelines for Shareholders:

1. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of March 07, 2024.

2. Members who have not registered their e-mail ID and also have not updated PAN with the Company/Depository are requested to approach Link Intime India Pvt. Ltd. at their e-mail ID enotices@linkintime.co.in or calling on 022-49186175 for e-voting related queries. Any person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

3. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or voting at the EGM electronically.

4. The Company has appointed Mr. Jayesh M. Shah, (Membership No. FCS 5637), Partner of M/s. Rathi & Associates, Company Secretaries, Mumbai as the Scrutinizer to scrutinize the voting and remote e-voting process for the EGM in a fair and transparent manner.

5. The Scrutinizer shall after the conclusion of voting at the EGM, will first count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting and shall make, not later than two working days of the conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing.

6. The Notice of the EGM shall be placed on the website of the Company till the date of EGM. The Results declared, along with the Scrutinizer’s Report shall be placed on the Company’s website www.deccangoldmines.com and on the website of Link Intime India Private Limited immediately after the declaration of results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to BSE Limited, where the shares of the Company are listed.

7. Since the EGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

By order of the Board of Directors For Deccan Gold Mines Limited

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Subramaniam Sundaram Whole-time Director Company Secretary & Compliance Officer DIN: 06389138

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Registered Office: 501, Ackruti Trade Centre Road No. 7, MIDC Andheri (East) Mumbai - 400 093 CIN: L51900MH1984PLC034662

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item Nos. 1 & 2:

During 2023, the Company made acquisition of stake in potential & promising gold projects in India and overseas in order to create long-term value for its Members. As the shareholders are aware, the Company completed the process of acquisition of stake in Geomysore Services India Private Limited, India (“Geomysore”); Avelum Partners LLC, Kyrgyzstan (“Avelum”); and Kalevala Gold Oy, Finland (“Kalevala”) through a share swap transaction as detailed hereunder.

• Acquired a 41.81% stake in Geomysore Services India Private Limited, India which holds a granted and executed Mining Lease for gold over its key Jonnagiri Gold Project in India. Currently, the Company holds a 40.05% stake in Geomysore.;

• Acquired a 60.00% stake in Avelum Partner LLC, Kyrgyzstan which owns the Altyn Tor Gold Project in Kyrgyzstan.; and

• Acquired a 31.52% stake in Kalevala Gold Oy, Finland which has got high potential gold prospects in Finland.

During September, 2023 the Company had raised funds through the issue of equity shares and equity warrants and the Company is committed to invest further monies for the development of the respective gold projects of Geomysore, Avelum and Kalevala.

The Company proposes to infuse further funds into Geomysore, Avelum and Kalevala to enable them to develop their respective gold projects. To facilitate this, the Company will raise further funds which could inter-alia also include the Company approaching Australian Indian Resources Limited, a Promoter Company to provide guarantee for the amount borrowed by the Company.

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Accordingly, the Company has been intimated that it may be required to infuse funds in Avelum and Kalevala up to INR 10,00,00,000/- (Rupees Ten Crores only) and INR 1,00,00,000/- (Rupees One Crore only) respectively during the current Financial Year ending March 31, 2024 to meet their urgent statutory and regulatory payments and other operational and working capital requirements.

Further, the Company has also been intimated that Geomysore, Avelum and Kalevala will also require further infusion of funds for the development / commercialization of their respective gold projects during the next Financial Year ending March 31, 2025.

In this regard, it may be noted that the Audit Committee and the Board of Directors of the Company approved the said proposals.

The details of Material Related Party Transaction pursuant to Regulation 23 of Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 are as under:

Sr. No.	Particulars	Details
1.	A summary of the information provided by the Management of the Company to the Audit Committee - Type, Material Terms, Particulars of Proposed Transaction, Tenure and Value of the proposed transaction - Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);	Terms, Tenure and Other Conditions for the proposed transaction will be based on current market situation and applicable regulations of India and abroad. Avelum Partners LLC, Kyrgyzstan(“Avelum”) is a Subsidiary Company of DGML and consequently, a related party of DGML. Deccan Gold Mines Limited holds a 60% stake in Avelum. Geomysore Services India Private Limited, India(“Geomysore”)and Kalevala Gold Oy,

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	- The Percentage of the Listed Entity’s Annual Consolidated Turnover, for the immediately preceding Financial Year, that is represented by the value of the proposed transaction (and for a RPT involving a Subsidiary, such percentage calculated on the basis of the Subsidiary’s Annual Turnover on a Standalone basis shall be additionally provided)	Finland(“Kalevala”), are Associate Companies of DGML and consequently, related parties of DGML. Deccan Gold Mines Limited holds a 40.05% stake in Geomysore and a 31.52% stake in Kalevala respectively. Australian Indian Resources Limited, Australia is a Promoter Group Company. Consequently, it is a related party of DGML and presently holds a 9.90% stake in DGML. Considering the fact that the Company and its related parties are yet to commence their operations on a full scale and had very minimal operations in the previous financial year, the disclosure in respect of the percentage of the proposed transactions with its related parties with reference to the Company’s annual consolidated turnover for the immediately preceding financial year has not been furnished.
2.	Justification for why the proposed transaction is in the interest of the Company	Please refer Explanatory Statement to Item Nos. 1 & 2 as above.
3.	Where the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the Company or its Subsidiary, the details specified under: - Details of the source of funds in connection with the proposed	The Company proposes to infuse further funds into Geomysore,Avelum and Kalevala to

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	transaction - Where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments:  Nature of indebtedness;  Cost of funds; and  Tenure; - Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security - The purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT	enable them to develop their respective gold projects. To facilitate this, the Company will raise further funds which could inter-alia also include the Company approaching Australian Indian Resources Limited, a Promoter Company to provide guarantee for the amount borrowed by the Company. Terms, Tenure and Other Conditions for the proposed transaction will be based on current market situation and applicable regulations of India and abroad. To meet with the funding requirements for development of gold projects of Geomysore, Avelum and Kalevala.
4.	A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the Members	Not Applicable
5.	Any other information that may be relevant	None

The details of Material Related Party Transaction pursuant to the provisions of Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 are as under:

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Sr. No.	Particulars	Details
1.	Name of the Related Party	Geomysore Services India Private Limited, India
2.	Name of the Director or Key Managerial Personnel who is related, if any	Dr. Hanuma Prasad Modali, who is Managing Director of DGML, is also a Managing Director of Geomysore Services India Private Limited,India.
3.	Nature of Relationship	Associate Company
4.	Nature, Material Terms, Monetary Value and Particulars of the Contract or Arrangements;	- Transfer of Resources, Services & Obligations including Loan - Up to INR 120,00,00,000/- for the F.Y. 2024-25
5.	Any other information relevant or important for the Members to take a decision on the proposed resolution.	None

Sr. No.	Particulars	Details
1.	Name of the Related Party	Avelum Partners LLC, Kyrgyzstan
2.	Name of the Director or Key Managerial Personnel who is related,if any	Not Applicable
3.	Nature of Relationship	SubsidiaryCompany
4.	Nature, Material Terms, Monetary Value and Particulars of the Contract or Arrangements;	- Transfer of Resources, Services & Obligations including Loan - Up to INR 10,00,00,000/- for F.Y. 2023-24 - Up to INR 60,00,00,000/- for F.Y. 2024-25
5.	Any other information relevant or important for the Members to take a decision on the proposed resolution.	None
Sr.	Particulars	Details

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No.
1.	Name of the Related Party	Kalevala Gold Oy, Finland
2.	Name of the Director or Key Managerial Personnel who is related, if any	Dr. Hanuma Prasad Modali, who is Managing Director of DGML, is also a Director of Kalevala Gold Oy, Finland.
3.	Nature of Relationship	Associate Company
4.	Nature, Material Terms, Monetary Value and Particulars of the Contract or Arrangements;	- Transfer of Resources, Services & Obligations including Loan - Up to INR 1,00,00,000/- for F.Y. 2023-24 - Up to INR 10,00,00,000/- for F.Y. 2024-25
5.	Any other information relevant or important for the Members to take a decision on the proposed resolution.	None

Sr. No.	Particulars	Details
1.	Name of the Related Party	Australian Indian Resources Limited, Australia
2.	Name of the Director or Key Managerial Personnel who is related, if any	Dr. Hanuma Prasad Modali, who is Managing Director of DGML, is also a Director of Australian Indian Resources Limited,Australia.
3.	Nature of Relationship	Promoter GroupCompany
4.	Nature, Material Terms, Monetary Value and Particulars of the Contract or Arrangements;	- Transfer of Resources, Services & Obligations including Loan / providing guarantee for Loan that may be availed by DGML. - Up to INR 125,00,00,000/- for F.Y. 2024-25
5.	Any other information relevant or important for the Members to take a decision on the proposed resolution.	None
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As per the Regulation 23 of the Listing Regulations, the said transactions being Material in nature and with respective related parties, will require the approval of Members by way of Ordinary Resolution.

As per the said Regulation, none of the related party is allowed to vote in favour, hence the Promoters, Persons acting in Concert with the Promoter, Directors, Key Managerial Personnel and their Relatives will not vote in favour of the Resolution.

None of the persons specified in Section 102 of the Companies Act, 2013, namely the Promoters, Directors, Key Managerial Persons, and their Relatives and the entities of Promoters, Directors or Key Managerial Persons (except Dr. Hanuma Prasad Modali, who is Managing Director of DGML and is also a Director of Kalevala Gold Oy, Finland) are concerned or interested financially or otherwise in the Resolution included under Item No. 1.

None of the persons specified in Section 102 of the Companies Act, 2013, namely the Promoters, Directors, Key Managerial Persons, and their Relatives and the entities of Promoters, Directors or Key Managerial Persons (except Dr. Hanuma Prasad Modali, who is Managing Director of DGML and is also a Director of Kalevala Gold Oy, Finland; Managing Director of Geomysore Services India Private Limited; and a Director of Australian Indian Resources Limited, Australia), are concerned or interested financially or otherwise in the Resolution included under Item No. 2.

In view of the above, the Board of Directors recommend the Ordinary Resolution as set out in Item No. 1 and 2 of the Notice for approval of the Members of the Company.

By order of the Board of Directors For Deccan Gold Mines Limited

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Subramaniam Sundaram Whole-time Director Company Secretary & Compliance Officer DIN: 06389138

Registered Office: 501, Ackruti Trade Centre Road No. 7, MIDC Andheri (East) Mumbai - 400 093 CIN: L51900MH1984PLC034662

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