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Diamond Power Infrastructure Limited — Proxy Solicitation & Information Statement 2025
Nov 17, 2025
62746_rns_2025-11-17_0ba10692-3a28-4c77-9692-56a60ef61041.pdf
Proxy Solicitation & Information Statement
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DIAMOND POWER INFRASTRUCTURE LIMITED Corporate Office: A2- 12[th] Floor, “Palladium”, Near Orchid Wood, Opp. Divya Bhaskar, Corporate Road, Makarba, Ahmedabad, Gujarat, India-380 051 Website: www.dicabs.com
November 17, 2025
Corporate Relations Department Listing Department BSE Limited National Stock Exchange of India Limited 2[nd] Floor, P.J. Towers Exchange Plaza, Plot No. C/1, G- Block, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 522163 Scrip Symbol: DIACABS
Sub: Postal Ballot Notice (‘Notice’)
Ref: Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
In continuation of our letter dated November 10, 2025, please find enclosed the Postal Ballot Notice dated 10[th] November, 2025 for seeking approval of the Members of the Company through remote e-voting only for:
| Sr. No. | Particulars | Type of Resolution |
|---|---|---|
| 1. | To approve raising of funds by way of issuance of Equity Shares through Qualified Institutions Placement (QIP) |
Special |
The remote e-voting will commence on Tuesday, 18[th] November, 2025 (9:00 a.m. IST) and will end on Wednesday, 17[th] December, 2025 (5:00 p.m. IST). The results of the Postal Ballot will be announced on or before Friday, 19[th] December, 2025.
In accordance with the applicable laws, the Notice is being sent in electronic mode only to those members whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company / Depositories respectively as at close of business hours on Friday, 14[th] November, 2025 (cut-off date) and are eligible for the purpose of remote e-voting in proportion to their shares in the paid-up equity share capital of the Company.
The shareholders are requested to cast their vote for fully paid-up shares of Re. 1 each (EVEN 9311). The further detailed Information for remote e-voting is mentioned in enclosed Notice.
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- The Notice is also available on the website of the Company at https://dicabs.com/investor/general meeting records/ and website of KFin Technologies Limited at https://evoting.kfintech.com.
The above is for your information and records, please.
Thanking you,
Yours sincerely, For Diamond Power Infrastructure Limited
Digitally signed Diksha by Diksha Sharma Sharma Date: 2025.11.17 14:50:25 +05'30' Diksha Sharma Company Secretary
Encl: As above
Regd. Office & Factory: Vadadala, Phase – II Savli, Vadodara, Gujarat, India-391520 CIN: L31300GJ1992PLC018198 Email: [email protected]
Tel No.- 02667-251354/251516 Fax No.-02267-251202
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DIAMOND POWER INFRASTRUCTURE LIMITED
Registered Office : Vadadala, Phase – II, Savli, Vadodara, Gujarat, India-391520 Corporate Office: A2- 12th Floor, “Palladium”, Near Orchid Wood, Opp. Divya Bhaskar, Corporate Road, Makarba, Ahmedabad, Gujarat, India-380 051 Tel: 02667-251354/251516 E-mail: [email protected]; Website: www.dicabs.com CIN: L31300GJ1992PLC018198
POSTAL BALLOT NOTICE
[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]
To The Members
NOTICE is hereby given that pursuant to and in compliance with the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the ‘Rules’) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard-2 on General Meetings (‘SS-2’), read with the guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings / conducting postal ballot process through Remote e- voting vide General Circular No. 03/2025 dated 22[nd] September, 2025 read with other circulars issued by MCA (referred to as ‘MCA Circulars’) and Circulars issued by Securities and Exchange Board of India (“SEBI”) vide Circular No. Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 (“SEBI Circulars”) and other applicable laws and regulations, as amended from time to time (including any statutory modification(s) or amendment(s) or re-enactment thereof for the time being in force), to the Members of Diamond Power Infrastructure Limited (hereinafter referred to as ‘the Company’) to transact the special business as set out hereinunder by passing an Special Resolution by remote e-voting process (‘remote e- voting’) only.
The proposed Resolution and the Explanatory Statement setting out the material facts as required in terms of Section 102 of the Act read with the Rules and the MCA Circular forms part of this Postal Ballot Notice (‘Notice’) for seeking consent of the Members holding paid-up equity shares of the Company through Postal Ballot by remote e-voting only.
This Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories / Registrar and Share Transfer Agent [“RTA”] and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 14[th] November, 2025 [“Cut-off date”]. Accordingly, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Please refer to detailed instructions for remote e-voting explained in notes to this Notice.
| Cut-off Date (for determining the Members entitled to vote on the resolutions set forth **in this Notice) ** |
Cut-off Date (for determining the Members entitled to vote on the resolutions set forth **in this Notice) ** |
Friday, November 14, 2025 |
|---|---|---|
| Remote e-voting period [During this period Members of the Company may cast their vote by remote e-voting] |
Commences from | Tuesday, November 18, 2025 at 09:00 A.M. IST |
| Ends at | Wednesday, December 17, 2025 at 05:00 P.M. IST | |
| URL for Remote e-voting [e-voting details given on |
page no. 8) |
a. KFin Technologies Limited (KFinTech): https://evoting.kfintech.com/ |
| b. National Securities Depository Limited (NSDL): https://eservices.nsdl.com/ or https://www.evoting.nsdl.com/ |
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| c. Central Depository Services (India) Limited (CDSL): https://web.cdslindia.com/myeasitoken/Home/Login orhttps://www.cdslindia.com/ |
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SPECIAL BUSINESS
1. To approve raising of funds by way of issuance of Equity Shares through Qualified Institutions Placement (QIP)
To consider and if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 23, 42 and 62 and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any amendment(s), statutory modification(s), enactment(s) or reenactment(s) thereof, for the time being in force), the provisions of the Memorandum of Association and Articles of Association of the Company and in accordance with the regulations for Qualified Institutions Placement (“QIP”) contained in Chapter VI and other applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Securities and Exchange Board of India Act, 1992 (“SEBI Act”) as amended from time to time, Securities Contracts (Regulation) Act, 1956 including Securities Contracts (Regulation) Rules, 1957 (“SCRA”/”SCRR”), Income Tax Act, 1961 (“IT Act”), Depositories Act 1996 and the rules framed thereunder, the Foreign Exchange Management Act, 1999 (“FEMA”), the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Foreign Exchange Management (Mode of Payment and Reporting of Non-debt Instruments) Regulations, 2019 read with the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (including any statutory amendments thereto or modifications or re-enactments thereof for the time being in force), and subject to the Securities and Exchange Board of India (Prevention of Insider Trading) Regulations 2015, Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices) Regulations 2003, Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, and any other provisions of applicable law (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications and guidelines issued by the Government of India (“GOI”), Ministry of Corporate Affairs (“MCA”), Reserve Bank of India (“RBI”), Stock Exchanges, Registrar of Companies, Ahmedabad (“ROC”) and such other statutory/regulatory authorities), circulars or notifications issued thereunder and subject to the approvals of the GOI, SEBI, RBI, Stock Exchanges, MCA, ROC and from such other appropriate statutory, regulatory, Government and other authorities and departments as may be applicable in this regard, and such other approvals, consents, permissions and sanctions, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed upon by any such authority(ies) while granting such approvals, consents, permissions and sanctions, the consent of Members be and is hereby accorded to the Board of Directors of the Company (‘‘the Board’’, which term shall include the Management Committee of the Board or any other committee which the Board may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution) to create, offer, issue and allot (including with provisions for reservations on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) by way of a QIP on a private placement basis, such number of fully-paid Equity Shares of face value of Re. 1/- (Rupees One only) each (“Equity Shares”) to Qualified Institutional Buyers (“QIBs”) whether they be holders of Equity Shares of the Company or not, for an aggregate amount not exceeding Rs. 1,000 Crore (Rupees One Thousand Crore only) in one or more tranches, at such price or prices including premium in such manner and on such terms and conditions as deemed appropriate to the Board and in accordance with provisions of Chapter VI of the SEBI ICDR Regulations.
RESOLVED FURTHER THAT the allotment of Equity Shares shall only be to QIBs as defined in the SEBI ICDR Regulations, and such Equity Shares shall be fully paid-up & rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) and be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and the allotment of such Equity Shares shall be completed within 365 days from the date of passing this special resolution or such other time as may be allowed under the SEBI ICDR Regulations from time to time.
RESOLVED FURTHER THAT pursuant to Regulation 176(1) of SEBI ICDR Regulations, the Company be and is hereby authorized to offer Equity Shares at a discount of not more than 5 (five) percent on the floor price or such other percentage as may be permitted under the applicable laws from time to time.
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RESOLVED FURTHER THAT the effect on the price of the equity shares of the issuer due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under sub-regulation (11) of regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for calculation of the issue price under this regulation.
RESOLVED FURTHER THAT the relevant date for the determination of the floor price of the Equity Shares shall be in accordance with the SEBI ICDR Regulations.
RESOLVED FURTHER THAT no allotment shall be made, either directly or indirectly to any QIBs who is a promoter or any person related to promoters in terms of the SEBI ICDR Regulations
RESOLVED FURTHER THAT minimum of 10 (Ten) percent of the Equity Shares to be issued and allotted under QIP pursuant to Chapter VI of SEBI ICDR Regulations shall be allotted to Mutual Fund(s) and if the Mutual Fund(s) do not subscribe to said minimum percentage or any part thereof, such minimum portion or part thereof may be allotted to other QIBs.
RESOLVED FURTHER THAT the allotment to a single QIB in the proposed QIP issue shall not exceed 50% of the total issue size and the minimum number of allottees shall not be less than two (in case the issue size is less than or equal to Rs. 250 Crore) or five (in case the issue size is more than Rs. 250 Crore), as applicable, or such other limit as may be permitted under applicable laws.
RESOLVED FURTHER THAT the Company shall not undertake any QIP until the expiry of two weeks or such other time as may be prescribed in the SEBI ICDR Regulations, from the date of prior QIP made pursuant to one or more special resolutions.
RESOLVED FURTHER THAT the Equity Shares, as eligible in accordance with applicable law, shall not be sold for a period of one year from the date of allotment, except on a recognized Stock Exchange or except as may be permitted from time to time by the SEBI ICDR Regulations.
RESOLVED FURTHER THAT a credit rating agency, registered with the Board will monitor the use of proceeds and submit its report in the specified format of Schedule XI of SEBI ICDR Regulations on quarterly basis till 100% of the proceeds from the QIP have been utilized.
RESOLVED FURTHER THAT the Board shall have the authority and power to accept any modification(s) in the proposal as may be required or imposed by the GOI/RBI/ SEBI/Stock Exchanges where the Equity Shares of the Company are listed or such other appropriate authorities at the time of according/granting their approvals, consents, permissions and sanctions to issue, allotment and listing thereof and as agreed to by the Board
RESOLVED FURTHER THAT the issue and allotment of new Equity Shares to eligible foreign investors be subject to the approval of the RBI (if any) under the FEMA as may be applicable but within the overall limits set forth under FEMA.
RESOLVED FURTHER THAT for issuance of Equity Shares by way of QIP as per Chapter VI of SEBI ICDR Regulations, the price determined for the QIP shall be subject to appropriate adjustments as specified under the SEBI ICDR Regulations for any rights issue of Equity Shares or bonus issue (capitalization of profits or reserves) or stock split of shares or if the Company has consolidated its outstanding Equity Shares including by way of stock split or if the Company re-classifies any of its Equity Shares into other securities of the Issuer or similar event or circumstances, which in the opinion of the concerned stock exchange, requires adjustments.
RESOLVED FURTHER THAT the issue of Equity Shares by way of QIP as per Chapter VI of SEBI ICDR Regulations shall, inter alia, be subject to the following terms and conditions, subject to compliance with applicable laws:
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(i) in the event the Company is making a bonus issue by way of capitalization of its profits or reserves prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted shall stand augmented in the same proportion in which the equity share capital increases as a consequence of such bonus issue and the premium, if any, will stand reduced in equal proportion;
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(ii) in the event the Company is making a rights offer by the issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares shall stand increased in the same proportion
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as that of the rights offer, and such additional Equity Shares shall be offered to the equity shareholders at the same price at which the same are offered to the existing equity shareholders;
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(iii) in the event of a merger, amalgamation, takeover or any other re-organization or re-structuring or any such corporate action, the number of Equity Shares, the price and the time period as aforesaid shall be suitably adjusted; and
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(iv) in the event of consolidation and / or division of outstanding Equity Shares into smaller number of Equity Shares (including by way of stock split) or re-classification of the Equity Shares and / or involvement in such other event or circumstances which in the opinion of concerned stock exchange requires such adjustments, necessary adjustments will be made.
RESOLVED FURTHER THAT the Board be and is hereby authorized to engage, appoint and to enter into and execute all such agreement(s)/ arrangement(s)/ MOUs/ placement agreement(s)/ subscription agreement(s)/any other agreements or documents with any consultant(s), lead manager(s), co-lead manager(s), manager(s), advisor(s), registrar(s), authorized representative(s), legal advisor(s) / counsel(s), merchant banker(s), underwriter(s), custodian(s), stabilizing agent(s) and all such advisor(s), professional(s), intermediaries and agencies as may be required or concerned in such offerings of Equity Shares and to remunerate them by way of commission, brokerage, fees and such other expenses as it deems fit and permissible, and to authorize any director(s) or any officer(s) of the Company, severally, to sign for and on behalf of the Company, offer document(s), arrangement(s), application(s), authority letter(s), or any other related paper(s)/document(s), give any undertaking(s), affidavit(s), certification(s), declaration(s) including without limitation the authority to amend or modify such document(s) in relation to the aforesaid Issue of Equity Shares under QIP.
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board, in consultation with the lead manager(s), book running lead manager(s), underwriter(s), advisor(s) and/or other person(s) as appointed by the Company, be and is hereby authorized to determine the form and terms of the issue, including the class of investors to whom the Equity Shares are to be allotted, number of Equity Shares to be allotted in each tranche, issue price (including premium, if any), face value, premium amount on issue, number of Equity Shares, fixing of issue opening date or issue closing date or record date or book closure and related or incidental matters, as the Board in its absolute discretion deems fit.
RESOLVED FURTHER THAT the Board be and is hereby authorised to exercise its powers including powers conferred under this resolution, and also be and is hereby to open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board.
RESOLVED FURTHER THAT the Board shall have all powers and authorities to modify, re-apply, redo, make necessary changes, approach and to do all requisite filings/ resubmission of any document(s) and other compliances and to do all such acts and deeds that are necessary to comply with the terms and conditions subject to which approval, sanction, permission etc. as may be provided by the Stock Exchange(s), SEBI, RBI, GOI and any other appropriate authority, without being required to seek any further approval of the Members and that the Members shall be deemed to have given their approval thereto for all such acts, deeds, matters and/or things, expressly by the authority of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate (to the extent permitted by law) all or any of the powers conferred by this resolution on it, to any committee or sub-committee of directors or any other director(s) or officer(s) of the Company to give effect to the aforesaid resolution, with the power to such committee/sub-committee of the Board to further delegate all or any of its powers/ duties to any of the members of such committee.”
By Order of the Board For Diamond Power Infrastructure Limited
Sd/-
Place: Ahmedabad Date: November 10, 2025
Diksha Sharma Company Secretary and Compliance Officer A56317
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
The Company to implement its growth plans and to strengthen its balance sheet intends to raise capital through QIP and inter alia utilize the proceeds from this fund raise as set out below:
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a) Making investments in subsidiaries, joint ventures or associates by way of equity, preference capital, or debt, or to fund the growth of existing businesses including expanding product portfolio, entering into new territories and making strategic acquisitions, (if any); and/or
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b) Pre-payment and / or repayment in full or in part of debts of the Company and /or its subsidiaries; and
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c) Working Capital needs and General corporate purposes.
as may be decided by the Board of Directors (‘‘the Board’’, which term shall include the Management Committee of the Board or any other committee).
Accordingly, the Company proposes to issue such number of Equity Shares of face value of Re. 1/- each under Qualified Institutions Placement (“QIP”) to Qualified Institutional Buyers (“QIBs”) to raise an aggregate amount up to Rs. 1,000 Crore at such price or prices including premium in such manner and on such terms and conditions as may be deemed appropriate to the Board and in accordance with provisions of Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”).
Pursuant to the above, the Company may, in one or more tranches, issue and allot Equity Shares on such date as may be determined by the Board but not later than 365 days from the date of passing of the resolution or such other period as may be permitted under applicable law. The aforesaid issue of Equity Shares will be subject to receipt of requisite approvals from appropriate authorities, as may be applicable.
Further, no allotment shall be made, either directly or indirectly to any QIB who is a promoter or any person related to promoters in terms of the SEBI ICDR Regulations and the Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed in the SEBI ICDR Regulations, from the date of prior QIP made pursuant to one or more special resolutions.
A minimum of 10% of the Equity Shares to be issued under QIP and allotted pursuant to Chapter VI of SEBI ICDR Regulations shall be allotted to Mutual Fund(s) and if the Mutual Fund(s) do not subscribe to said minimum percentage or any part thereof, such minimum portion or part thereof may be allotted to other QIBs.
The floor price will be calculated as per the formula prescribed under the SEBI ICDR Regulations and the Company may offer a discount not exceeding 5% of the floor price or such other permissible limit as may be specified under the said Regulations.
This enabling Special Resolution seeks to empower the Board to issue Equity Shares under QIP as contemplated in the resolution set out above. The Board of the Company in their meeting held on Monday, November 10, 2025 approved the raising of Capital through QIP for an amount not exceeding Rs. 1,000 Crore.
The pricing of the Equity Shares to be issued pursuant to the special resolution under QIP shall be determined by the Board subject to the compliance with the requirements under applicable law including SEBI ICDR Regulations and any other applicable regulatory, government or other approvals. This Special Resolution authorizes the Board to issue Equity Shares in one or more tranches, at such time or times, at such price or prices to meet the Capital requirements of the Company.
The ‘relevant date’ for the purpose of the pricing of the Equity Shares to be issued and allotted in the proposed QIP shall be decided in accordance with the applicable provisions of the SEBI ICDR Regulations, which shall be the date of the meeting in which the Board decides to open the QIP.
No single allottee shall be allotted more than 50% of the QIP size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations. It is clarified that QIB belonging to the same group or who are under the same control shall be deemed to be single allottee.
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The Equity Shares to be offered and allotted shall be in dematerialized form and shall be allotted on a fully paid-up basis. The Equity Shares allotted shall not be eligible for sale by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or as may be permitted from time to time.
The detailed terms and conditions for the issue(s)/offering(s) will be determined by the Board in its sole discretion in consultation with the advisors, lead managers, underwriters and such other authorities, as may be necessary considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors. Pursuant to Section 62 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, whenever it is proposed to increase the subscribed capital of a company by a further issue and allotment of shares, such shares need to be offered to the existing members in the manner laid down in the said section unless the members decide otherwise in a general meeting.
This Special Resolution, if passed, will have the effect of allowing the Board to offer, issue and allot Equity Shares to the investors, who may or may not be the existing members of the Company. All documents referred in this Notice shall be made available for inspection on website of the Company for inspection by the Members up to the last date of remote e-voting on Wednesday, December 17, 2025.
None of the Directors / Key Managerial Personnel (“KMP”) of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding, if any, in the Company and/ or to the extent of subscription by a financial institution / company / body corporate in which the Director, KMP or their relatives may be directly or indirectly interested.
The Board of the Company recommend the resolution set out at Item No. 1 for the approval of the members as a Special Resolution.
By Order of the Board For Diamond Power Infrastructure Limited Sd/- Diksha Sharma Place: Ahmedabad Company Secretary and Compliance Officer Date: November 10, 2025 A56317
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NOTES:
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1) The Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 (“the Act”) setting out the material facts and reasons in respect of the resolution as set out above, is annexed hereto and forms part of this Notice.
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2) Pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules made thereunder and General Circular No. 03/2025 dated 22[nd] September, 2025, other Circulars issued by the Ministry of Corporate Affairs (“MCA”) and Circulars issued by Securities and Exchange Board of India (“SEBI”) vide Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 (“SEBI Circular”) from time to time (“Circular”), companies have an option to seek the approval of the Members through Postal Ballot (via remote e-voting) for the above-mentioned resolution, instead of getting the same passed at a General Meeting. Accordingly, if the resolution is approved by the Members through Postal Ballot via remote e-voting, it shall be deemed to have been passed as if the same has been passed at a General Meeting of the Members convened in this regard. The Resolution, if passed by requisite majority, shall be deemed to have been passed on Wednesday, 17[th] December, 2025, being the last day of remote e-Voting.
3) Dispatch of Postal Ballot Notice through electronic mode
In accordance with the provisions of the circulars, this Notice is being sent through email only to Members whose email IDs are registered with KFin Technologies Limited (“KFin”), Registrar and Share Transfer Agent (“RTA”) of the Company, National Securities Depository Limited (“NSDL”) and / or Central Depository Services (India) Limited (“CDSL”) (collectively referred to as Depositories or NSDL / CDSL) as at close of business hours on Friday, 14[th] November, 2025, (“cut-off date”). As per the Circulars, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only. In respect of those members who have not registered their e-mail IDs, the Company has mentioned the documents to be provided to KFin hereunder.
Members may note that the Notice will be available on the Company’s website https://www.dicabs.com/ , website of the Stock Exchanges i.e. BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively and on the website of KFin at https://evoting.kfintech.com.
4) Registration of e-mail ID
Members who have not registered their email IDs are requested to do so at the earliest. Members holding shares in:
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Electronic mode can register their email ID by contacting their respective Depository Participant(s) (“DP”).
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Physical mode can register their email ID with the KFin. Requests can be emailed to [email protected] or by registering with the first holder PAN at https://kprism.kfintech.com/signup. Existing users can login through KPRISM (https://kprism.kfintech.com/ ). All updations to be done through ISR Forms only.
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5) Members whose names appears in the Register of Members / List of Beneficial Owners as on the cut-off date only i.e., Friday, 14[th] November, 2025 shall be entitled to vote on the resolution set out in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
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6) Instructions for remote e-voting
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(i) In compliance with the provisions of Sections 108 and110 of the Act read with the Rules as amended and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time, the Company is providing facility to the Members to exercise voting through electronic voting system (“remote e-voting”) on the e-voting platform provided by KFin. The Members may cast their votes remotely, using remote e-voting only on the dates mentioned hereunder. The instructions for remote e-voting forms part of this Notice.
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(ii) Facility to exercise vote through remote e-voting will be available during the following period:
| Commencement of Remote e-voting | End of Remote e-voting |
|---|---|
| Tuesday, 18thNovember, 2025 (9:00 a.m. IST) | Wednesday, 17thDecember, 2025 (5:00 p.m. IST) |
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(iii) The remote e-voting module shall be disabled by KFin for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.
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(iv) The shareholders are requested to cast their vote for fully paid-up shares of Re. 1/- each (EVEN 9311). The voting rights for fully paid-up equity shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off Date.
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(v) During the above period, Members of the Company holding shares either in physical form or in dematerialised form, as on Friday, 14[th] November, 2025, i.e., cut-off date, may cast their vote by remote e-voting.
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(vi) Mr. Ashish Shah, Practicing Company Secretary and Proprietor of M/s Ashish Shah & Associates, Ahmedabad (Membership No.: 5974, COP No.: 4178 and Peer Review Certificate No.: S2001GJ041700) has been appointed as the Scrutinizer for conducting the Postal Ballot only through remote e-voting process in a fair and transparent manner. The Scrutinizer’s decision on the validity of remote e-voting will be final.
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(vii) The process and manner for remote e-voting is as under:
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a) In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e- voting Circular”) the Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by KFin, on the resolutions set forth in this Notice. The instructions for remote e-voting are given herein below.
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b) E-voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
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c) Individual demat account holders would be able to cast their vote without having to register again with the E-voting Service Provider (“ESP”) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Members are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.
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d) The process and manner of remote e-voting is explained below:
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(i) Access to Depositories e-voting system in case of individual Members holding shares in demat mode.
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(ii) Access to KFin e-voting system in case of Members holding shares in physical and nonindividual Members in demat mode.
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I. Access to Depositories e-voting system in case of individual Members holding shares in demat mode.
| Type of Member |
Login Method |
|---|---|
| Individual Members holding securities in demat mode with NSDL |
1. For OTP based login (i) You can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp (ii) You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. (iii) Enter the OTP received on registered email id/mobile number and click on login. (iv) After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. (v) Click on the company name i.e. ‘Diamond Power Infrastructure Limited’ or e- Voting service provider name i.e. KFin and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2. Existing Internet-based Demat Account Statement (“IDeAS”) facility Users: (i) Visit the e-services website of NSDLhttps://eservices.nsdl.comeither on a personal computer or on a mobile. (ii) On the e-services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. Thereafter enter the existing user id and password. (iii) After successful authentication, Members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e- voting services, after which the e-voting page will be displayed. (iv) Click on company name i.e. ‘Diamond Power Infrastructure Limited’ or ESP i.e. KFin. (v) Members will be re-directed to KFin’s website for casting their vote during the remote e-voting period. 3. Those not registered under IDeAS: (i) Visithttps://eservices.nsdl.comfor registering. (ii) Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp (iii) Visit the e-voting website of NSDLhttps://www.evoting.nsdl.com. (iv) Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. (v) Members will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), password / OTP and a verification code as shown on the screen. (vi) After successful authentication, Members will be redirected to NSDL Depository site wherein they can see e-voting page. |
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| (vii) Click on company name i.e Diamond Power Infrastructure Limited or ESP name i.e KFin after which the Member will be redirected to ESP website for casting their vote during the remote e-voting period. (viii) Members can also download the NSDL Mobile App “NSDL Speed-e” facility by scanning the QR code mentioned below for seamless voting experience. 04el40 AooStore GooglePloy RN BE |
|
|---|---|
| Individual Members holding securities in demat mode with CDSL |
1. Existing user who have opted for Electronic Access To Securities Information (“Easi/ Easiest”) facility: (i) Visit https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com. (ii) Click on New System Myeasi. (iii) Login to Myeasi option under quick login. (iv) Login with the registered user ID and password. (v) Members will be able to view the e-voting Menu (vi) The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of KFin to cast their vote without any further authentication. 2. User not registered for Easi/ Easiest (i) Visithttps://web.cdslindia.com/myeasitoken/Home/EasiRegistration for registering. (ii) Proceed to complete registration using the DP ID, Client ID (BO ID), etc. (iii) After successful registration, please follow the steps given in point no. 1 above to cast your vote. 3. Alternatively, by directly accessing the e-voting website of CDSL (i) Visit www.cdslindia.com (ii) Provide demat account number and PAN. (iii) System will authenticate user by sending OTP on registered mobile and email as recorded in the demat Account. (iv) After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, viz. ‘Diamond Power Infrastructure Limited’ or select KFin. (v) Members will be re-directed to the e-voting page of KFin to cast their vote without any further authentication. |
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| Individual Members login through their demat accounts / website of DPs |
(i) Members can also login using the login credentials of their demat account through their DPs registered with the Depositories for e-voting facility. (ii) Once logged-in, Members will be able to view e-voting option. (iii) Upon clicking on e-voting option, Members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. (iv) Click on options available against ‘Diamond Power Infrastructure Limited’ or ‘KFin’. (v) Members will be redirected to e-voting website of KFin for casting their vote during theremote e-voting period without anyfurtherauthentication. |
|---|---|
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Securities held with NSDL |
Please contact NSDL helpdesk by sending a request a [email protected] or call at toll free no.:1800 102 0990and1800 22 4430 |
| Securities held with CDSL |
Please contact CDSL helpdesk by sending a request at [email protected] or contact at022- 23058738or022-23058542-43 |
II. Access to KFin e-voting system in case of members holding shares in physical and non-individual members in demat mode.
Members whose e-mail IDs are registered with the Company / DPs, will receive an e-mail from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
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(i) Launch internet browser by typing the URL: https://evoting.kfintech.com/.
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(ii) Enter the login credentials (i.e., User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) 9311, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting the vote.
(iii) After entering these details appropriately, click on “LOGIN”
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(iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, e-mail ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
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(v) You need to login again with the new credentials.
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(vi) On successful login, the system will prompt you to select the “EVEN” i.e., ‘Diamond Power Infrastructure Limited’ and click on “Submit”
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(vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option “ABSTAIN”. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
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(viii) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
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(ix) In case you do not desire to cast your vote, it will be treated as abstained.
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(x) You may then cast your vote by selecting an appropriate option and click on “Submit”.
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(xi) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the resolution.
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III. The report of the Scrutinizer shall be submitted to the Chairman (or to such other person authorised by the Chairman) after the completion of scrutiny of remote e-voting. The result of voting will be announced by the Chairman or any other person duly authorised by Chairman, on or before Friday, 19[th] December, 2025. These results will also be displayed along with the Scrutinizer Report on the notice board of the Company at its Registered Office and its Corporate Office. The results will also be posted on the website of the Company www.dicabs.com , website of KFinTech at https://evoting.kfintech.com/ , and will also be intimated to the National Stock Exchange of India Limited and BSE Limited.
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IV. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Wednesday, 17[th] December, 2025 i.e. the last date specified for receipt of votes through the remote e-voting process.
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V. All relevant documents referred to in the Explanatory Statement shall be available for inspection electronically without any fee by the Members from the date of dispatch of this notice till the last date of the remote e-voting process. Members seeking to inspect such documents can send an e-mail at [email protected]
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VI. Members of the Company including Institutional Investors are encouraged to vote on the resolutions proposed in this Notice.
General Guidelines for Members:
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Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signatures of the duly authorised signatory(ies) who are authorised to vote on their behalf. The documents should be emailed to [email protected] and [email protected] with the subject line “Diamond Power Infrastructure Limited Postal Ballot 01/2025-2026”.
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In case of any query and/ or assistance required, Members may refer to the Help & Frequently Asked Questions (“FAQs”) available at the download section of https://evoting.kfintech.com/ or contact KFin at the email ID [email protected] or call KFin’s toll free No.: 1800 309 4001 for any further clarifications/ technical assistance that may be required.
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As per the provisions of Section 72 of the Act and SEBI Master Circular SEBI/HO/MIRSD/POD1/P/CIR/2024/37 dated 7[th] May 2024, the facility for making nomination is available for the Members
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in respect of the shares held by them in physical mode. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13 with RTA.
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Further members holding physical shares are informed that they can opt out of nomination or cancel the existing nomination by filing following form with RTA:
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a. Form ISR – 3: For opting out of nomination by shareholder(s)
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b. Form SH - 14: For cancellation or variation to the existing nomination of the shareholder(s)
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SEBI vide its Master Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/14 dated 28[th] December 2023, has introduced Online Dispute Resolution (ODR), which is in addition to the existing SCORES platform which can be utilized by the investors and the Company for dispute resolution. Please note that the investors can initiate dispute resolution through the ODR portal only after exhausting the option to resolve dispute with the Company and on the SCORES platform. The ODR portal can be accessed at https://smartodr.in/login/login and also on Company’s Website at https://dicabs.com/investor/shareholders-information/
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