Deccan Gold Mines Ltd. — Proxy Solicitation & Information Statement 2025

Mar 4, 2025

==> picture [596 x 83] intentionally omitted <==

March 04, 2025

To,

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

Scrip Code: 512068

Dear Sir,

Sub.: Notice of the 03/2024-25 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, 2025, intimating that the EGM of Deccan Gold Mines Limited (“Company”) will be held on Wednesday, March 26, 2025 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 SUBRAMANIAM SUBRAMANIAM Date: 2025.03.04 16:24:32 +05'30'

---

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

==> picture [593 x 21] intentionally omitted <==

==> picture [156 x 70] intentionally omitted <==

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 Wednesday, March 26, 2025 at 11.30 a.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business:

SPECIAL BUSINESS:

1. Approval of Material Related Party Transaction (s) between and / or amongst (in any manner or combination) the Company, its subsidiary and associate companies:

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

“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder {including any statutory modification (s) or reenactment(s) thereof for the time being in force} and Regulations 2(1)(zc), 23 and other applicable regulations, if any, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) {including any statutory modification(s) or re-enactment (s) thereof for the time being in force}; 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 Deccan Gold Mines Limited (“DGML” / the Company) be and is hereby accorded to the Material Related Party Transactions (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise) during the Financial Year 2025-2026 to be entered into by the Company 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 with DGML	Nature of Contract / Arrangement / Transaction	Value of Transaction
1.	Avelum Partner LLC, Kyrgyzstan	Subsidiary Company	Transfer of Resources, Services & Obligations including Loan	Up to INR 100,00,00,000/-
2.	Geomysore Services (India) Private Limited	Associate Company	Transfer of Resources, Services & Obligations including Loan	Up to INR 50,00,00,000/-
3.	Kalevala Gold Oy, Finland	Associate Company	Transfer of Resources, Services & Obligations including Loan	Up to INR 25,00,00,000/-

==> picture [284 x 42] intentionally omitted <==

1

==> picture [156 x 70] intentionally omitted <==

AND THAT the Board of Directors of the Company or Committee of the Board constituted thereof be authorised to do all such acts, deeds, matters and things, etc. as may be necessary or desirable including any negotiation/ re-negotiation/ modification/ amendments to or termination thereof, of the subsisting arrangements/ transactions or any future arrangements/ transactions and to make or receive/ pay monies in terms of such arrangements/ transactions.

RESOLVED FURTHER THAT the consent of the Company be and is hereby accorded to the Board of Directors of the Company and/or a Committee thereof, to severally do or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties, doubts that may arise with regard to any transaction with the related parties and severally execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving full effect to this resolution, in the best interest of the Company.”

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

Subramaniam S.

Whole-time Director & Company Secretary ACS No 12110

Registered Office: No. 501, Ackruti Trade Center, Road No. 7, MIDC, Andheri (East), Mumbai 400093 CIN: L51900MH1984PLC034662

Place : Bengaluru Date : February 14, 2025

==> picture [284 x 42] intentionally omitted <==

2

==> picture [156 x 70] intentionally omitted <==

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, 2/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 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, 2025, 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.

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. info@deccangoldmines.com

1. 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 and the website of BSE Limited at www.bseindia.com.

2. 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.

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

4. 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 info@deccangoldmines.com.

==> picture [284 x 42] intentionally omitted <==

3

==> picture [156 x 70] intentionally omitted <==

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. MUFG Intime India Private Limited (“MUFG Intime”) in case the shares are held by them in physical form

2. Members seeking any information/desirous of asking any questions at the Meeting with regard to the matter to be placed at the Meeting are requested to send email to the Company at info@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: 9:00 a.m. (IST) on Saturday, March 22, 2025

End of e-voting: 5:00 p.m. (IST) on Tuesday, March 25, 2025

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.

• 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.

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

• 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., Wednesday, March 19, 2025. A person who is not a member as on the cut-off date should treat this Notice for information purposes only.

• 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., Wednesday, March 19, 2025 only shall be entitled to avail the facility of e-voting.

• 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. Wednesday, March 19, 2025; such Member may obtain the User ID and password by sending a request at rnt.helpdesk@linkintime.co.in.

==> picture [284 x 42] intentionally omitted <==

4

==> picture [156 x 70] intentionally omitted <==

• 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, 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 resolution shall be deemed to be passed on the Date of the Meeting, i.e. Wednesday, March 26, 2025.

Remote e-Voting Instructions for shareholders:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access e-Voting facility

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

Shareholders 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. Click on “Login”

• c) 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.

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

OR

who have not registered for NSDL 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.

==> picture [284 x 42] intentionally omitted <==

5

==> picture [156 x 70] intentionally omitted <==

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

• d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

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

METHOD 2 - Individual Shareholders 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 will be able to see e-Voting services under Value added services. Click on “Access to e- Voting” under e-Voting services.

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

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders

who have registered for Easi/Easiest facility:

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

• b) Click on New System Myeasi Tab

• c) Login with existing my easi username and password

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

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

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

• 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 “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period

==> picture [284 x 42] intentionally omitted <==

6

==> picture [156 x 70] intentionally omitted <==

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

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

• 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 “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to 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 option.

• c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

• d) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to 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:

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

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

Shareholders who have not registered for INSTAVOTE facility:

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

2. A. User ID:

3. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

4. Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated

==> picture [284 x 42] intentionally omitted <==

7

==> picture [156 x 70] intentionally omitted <==

their PAN with the Depository Participant (DP)/ Company shall use the 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).

• ➢ Enter Image Verification (CAPTCHA) Code

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

Shareholders who have registered for INSTAVOTE facility :

1. Click on “ Login ” under ‘SHARE HOLDER’ tab.

2. a) User ID: Enter your User ID

3. b) Password: Enter your Password

4. c) Enter Image Verification (CAPTCHA) Code

5. d) Click “Submit”

4. Cast your vote electronically:

• a) After successful login, you will be able to see the notification for e-voting.

• b) Select ‘View’ icon .

• c) E-voting page will appear.

• d) 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).

• e) 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.

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

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

==> picture [284 x 42] intentionally omitted <==

8

==> picture [156 x 70] intentionally omitted <==

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

• b) Click on “ Sign Up ” under “Custodian / Corporate Body/ 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) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 –Investor Mapping

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

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

• c) Map the Investor with the following details:

• a. ‘Investor ID’ -

  • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

• b. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

• c. ‘Investor PAN’ - Enter your 10-digit PAN.

• 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 or 16 Digit Beneficiary ID. Further, Custodians and Mutual Funds shall also upload specimen signatures

• e. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). 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:

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

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

• c) Enter Event No . for which you want to cast vote.

• Event No. can be viewed on the home page of InstaVote under “On-going Events”.

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

==> picture [284 x 42] intentionally omitted <==

9

==> picture [156 x 70] intentionally omitted <==

• 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'.

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.

OR

METHOD 2 - VOTES UPLOAD:

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) After successful login, you will be able to see the “Notification for e-voting”.

• 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:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.

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.in or call at : 022 - 4886 7000
Individual Shareholders holding securities in demat	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com

==> picture [284 x 42] intentionally omitted <==

10

==> picture [156 x 70] intentionally omitted <==

mode with CDSL or contact at toll free no. 1800 22 55 33

Forgot Password: Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

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

• Click “forgot password?”

• 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:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

• Click “forgot password?”

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a 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 information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. 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

==> picture [284 x 42] intentionally omitted <==

11

==> picture [156 x 70] intentionally omitted <==

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

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned 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”.

INSTAMEET VC INSTRUCTIONS FOR SHAREHOLDERS

In terms of Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated 19.09.2024, the Companies can conduct their AGMs/ EGMs on or before 30 September 2025 by means of Video Conference (VC) or other audio-visual means (OAVM).

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.

Login method for shareholders to attend the General Meeting through InstaMeet:

• a) Visit URL: https://instameet.in.mpms.mufg.com & click on “Login” .

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

A. Demat Account No. or Folio No:

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.

Shareholders holding shares in physical form – shall provide Folio Number.

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 sequence number provided to you, if applicable.

• C. Mobile No: Enter your Mobile No.

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

c) Click “Go to Meeting”

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

==> picture [284 x 42] intentionally omitted <==

12

==> picture [156 x 70] intentionally omitted <==

• a) Shareholders who would like to speak during the meeting must register their request with the company by sending an email to info@deccangoldmines.com at least 7 days prior to the date of the meeting.

• b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.

• c) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

• d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panelist via active chat-board during the meeting.

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

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

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

• a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

• b) 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

• c) Click on 'Submit'.

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

• e) 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'.

• f) 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. 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 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 General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

==> picture [284 x 42] intentionally omitted <==

13

==> picture [156 x 70] intentionally omitted <==

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.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at instameet@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

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 Wednesday March 19, 2025.

2. Members who have not registered their e-mail ID and also have not updated PAN with the Company/Depository are requested to approach MUFG Intime India Pvt. Ltd. at their e-mail ID enotices@in.mpms.mufg.com or calling on 022–4918 6000 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 as well as voting at the EGM electronically.

4. The Company has appointed Mr. CS 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 MUFG 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

==> picture [284 x 42] intentionally omitted <==

14

==> picture [156 x 70] intentionally omitted <==

Company are listed.

1. 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

Subramaniam S.

Whole-time Director & Company Secretary ACS No 12110

Registered Office:

No. 501, Ackruti Trade Center, Road No. 7, MIDC, Andheri (East), Mumbai 400093 CIN: L51900MH1984PLC034662

==> picture [284 x 42] intentionally omitted <==

15

==> picture [156 x 70] intentionally omitted <==

STATEMENT SETTING OUT MATERIAL FACTS UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1:

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘Listing Regulations’ ), all Material Related Party Transactions ( ‘RPT’ ) with an aggregate value exceeding INR 1,000 Crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, shall require prior approval of shareholders by means of an ordinary resolution. The approval of the shareholders under Regulation 23 of the Listing Regulations is required even if the transactions are in the ordinary course of business of the concerned company and at arm’s length basis.

Further, the amended Regulation 2(1)(zc) of the Listing Regulations provides the definition of related party transaction which now includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.

Given the nature of business of the Company and its subsidiary and associate companies, they work closely to achieve their business objectives and enter various operational and financial transactions between them, from time to time, in the ordinary course of business and on an arm’s length basis.

The related party transactions expected to be entered by Deccan Gold Mines Limited (“DGML” / the Company) with its related parties i.e., the Company’s subsidiary and associate companies in aggregate as set out in the aforesaid resolution and as detailed hereunder are expected to exceed threshold of “material related party transactions” under Listing Regulations. These transactions are therefore considered as material-related party transactions and accordingly approval of the members is being sought.

Sr. No.	Name of the Related Party	Nature of Relationship with DGML	Nature of Contract / Arrangement / Transaction	Value of Transaction
1.	Avelum Partner LLC, Kyrgyzstan	Subsidiary Company	Transfer of Resources, Services & Obligations including Loan	Up to INR 100,00,00,000/-
2.	Geomysore Services (India) Private Limited	Associate Company	Transfer of Resources, Services & Obligations including Loan	Up to INR 50,00,00,000/-
3.	Kalevala Gold Oy, Finland	Associate Company	Transfer of Resources, Services & Obligations including Loan	Up to INR 25,00,00,000/-

In view of the above, the Ordinary Resolution vide Item No. 1 is placed for approval of the Members. In this regard, it may be noted that the Audit Committee and the Board of Directors of the

==> picture [284 x 42] intentionally omitted <==

16

==> picture [156 x 70] intentionally omitted <==

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 as under:
a.	Type, Material Terms, Particulars of Proposed Transaction, Tenure and Value of the proposed transaction	Terms, Tenure and Other Conditions for the proposed transaction will be based on market situation and applicable regulations in India and abroad at the time of entering the transaction.
b.	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);	DGML holds: a) 60% stake in Avelum Partner LLC, Kyrgyzstan (Avelum). b) 30.64% stake in Geomysore Services (India) Private Limited, India (Geomysore). c) 27.89% stake in Kalevala Gold Oy, Finland (Kalevala) and another 4.61% stake in Kalevala through Deccan Gold FZCO, Dubai, UAE (a 100% subsidiary of DGML).
c.	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)	The Company’s consolidated turnover for the immediately preceding financial year viz., March 31, 2024 was INR 3,59,39,836/-. Similarly, annual turnover (on a standalone basis) of Avelum, its subsidiary, as on March 31, 2024 was INR 3,25,83,345/-. The proposed related party transactions involve DGML investing into the subsidiary and other associate companies to develop and bring their respective gold projects to production. Therefore, disclosure in respect of the percentage of the proposed transactions with respect to the consolidated turnover of the Company or the annual turnover (standalone basis) of the subsidiary company are not provided.

==> picture [284 x 42] intentionally omitted <==

17

==> picture [156 x 70] intentionally omitted <==

Sr. No.	Particulars	Details
2.	Justification for why the proposed transaction is in the interest of the Company	DGML proposes to transfer resources, services and obligations to the aforesaid related parties to enable them to develop and bring their respective gold projects to production. When these gold projects get into production, it will contribute to the Company’s revenue stream.
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:
a.	Details of the source of funds in connection with the proposed transaction	DGML proposes to transfer resources, services and obligations to the aforesaid related parties to enable them to develop and bring their respective gold projects to production. To facilitate this, DGML will raise further funds through debt / equity / convertible securities or in any other feasible manner.
b.	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	Terms, Tenure and Other Conditions for the proposed transaction will be based on market situation and applicable regulations in India and abroad at the time of entering the transaction.
c.	The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT	To meet with the funding requirements for development of respective gold projects of the related parties.
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

==> picture [284 x 42] intentionally omitted <==

18

==> picture [156 x 70] intentionally omitted <==

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:

Sr. No.	Particulars	Details
1.	Name of the Related Party	Avelum Partner LLC, Kyrgyzstan (Avelum)
2.	Name of the Director or Key Managerial Personnel who is related, if any	Nil
3.	Nature of Relationship	Subsidiary of the Company
4.	Nature, Material Terms, Monetary Value and Particulars of the Contract or Arrangements;	-Transfer of Resources, Services & Obligations including Loan -Up to INR 100,00,00,000/- for the F.Y. 2025-2026
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	Geomysore Services (India) Private Limited (GMSI)
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 the Managing Director of GMSI
3.	Nature of Relationship	Associate of the Company
4.	Nature, Material Terms, Monetary Value and Particulars of the Contract or Arrangements;	-Transfer of Resources, Services & Obligations including Loan -Up to INR 50,00,00,000/- for the F.Y. 2025-2026
5.	Any other information relevant or important for the Members to take a decision on the proposed resolution.	None

==> picture [284 x 42] intentionally omitted <==

19

==> picture [156 x 70] intentionally omitted <==

Sr. No.	Particulars	Details
1.	Name of the Related Party	Kalevala Gold Oy, Finland (Kalevala)
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 of DGML
4.	Nature, Material Terms, Monetary Value and Particulars of the Contract or Arrangements;	-Transfer of Resources, Services & Obligations including Loan -Up to INR 25,00,00,000/- for the F.Y. 2025-2026.
5.	Any other information relevant or important for the Members to take a decision on the proposed resolution.	None

As per 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, no related party shall vote to approve the resolution and hence the Promoters, Persons acting in Concert with the Promoter, Directors, Key Managerial Personnel and their Relatives shall vote to approve 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 as disclosed above) are concerned or interested financially or otherwise in the Resolution included under Item No. 1.

In view of the above, the Ordinary Resolution as set out in Item No. 1 of the Notice is placed for approval of the Members of the Company.

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

Subramaniam S.

Whole-time Director & Company Secretary ACS No 12110

Place : Bengaluru Date : February 14, 2025

Registered Office:

No. 501, Ackruti Trade Center, Road No. 7, MIDC, Andheri (East), Mumbai 400093 CIN: L51900MH1984PLC034662

==> picture [284 x 42] intentionally omitted <==

20