Diamond Power Infrastructure Limited — Proxy Solicitation & Information Statement 2026

Feb 16, 2026

DIAMOND POWER INFRASTRUCTURE LIMITED

February 16, 2026

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Corporate Relations Department BSE Limited 2[nd] Floor, P.J. Towers Dalal Street, Mumbai – 400 001 Scrip Code: 522163

Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G- Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 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 February 14, 2026, please find enclosed the Postal Ballot Notice dated February 14, 2026 for seeking approval of the Members of the Company through remote e-voting only for:

Sr. No.	Particulars	Type of Resolution
1.	To approve Material Related Party Transactions with GSEC Limited, Promoter Company	Ordinary
2.	To approve Material Related Party Transactions with Monarch Infraparks Private Limited, Promoter Company	Ordinary
3.	To approve power of borrowing under section 180(1) (c) of the Companies Act, 2013 not exceeding Rs. 4,000 crore	Special
4.	To consider and approve for Creation/Modification of charges, mortgages, hypothecation on the immovable and movable properties of the Company under section 180 (1) (a) of the Companies Act, 2013 not exceeding Rs. 4,000 crore	Special

The remote e-voting will commence on Tuesday, 17[th] February, 2026 (9:00 a.m. IST) and will end on Wednesday, 18[th] March, 2026 (5:00 p.m. IST). The results of the Postal Ballot will be announced on or before Friday, 20[th] March, 2026.

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, 13[th] February, 2026 (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 9441). The further detailed Information for remote e-voting is mentioned in enclosed Notice.

• • 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

Diksha Digitally signed by Diksha Sharma Date: 2026.02.16 Sharma 18:13:18 +05'30' Diksha Sharma Company Secretary

Encl: As above

Regd. Office & Factory: Vadadala, Phase – II Savli, Vadodara, Gujarat, India-391520 CIN: L31300GJ1992PLC018198 Email: cs@dicabs.com , Website: www.dicabs.com 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 Tel: 02667-251354/251516 E-mail: cs@dicabs.com; 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 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 businesses as set out hereinunder by passing an Ordinary/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, 13[th] February, 2026 [“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 Friday, February 13, 2026 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) **	Cut-off Date (for determining the Members entitled to vote on the resolutions set forth **in this Notice) **	Friday, February 13, 2026
Remote e-voting period [During this period Members of the Company may cast their vote by remote e-voting]	Commences from	Tuesday, February 17, 2026 at 09:00 A.M. IST
	Ends at	Wednesday, March 18, 2026 at 05:00 P.M. IST
URL for Remote e-voting [e-voting details given on	page no. 18)	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/
		c. Central Depository Services (India) Limited (CDSL): https://web.cdslindia.com/myeasitoken/Home/Login or https://www.cdslindia.com/

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SPECIAL BUSINESS

1. To approve Material Related Party Transactions with GSEC Limited, Promoter Company

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to approve Material Related Party Transaction(s)/ Contract(s)/Arrangement(s)/ Agreement(s) (whether by way of an individual transaction or transaction taken together or series of transactions or otherwise) with GSEC Limited, Promoter Company, a related party falling within the definition of ‘Related Party’ under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, for financial year 2026-27 on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related party and the Company, such that the maximum value of the Related Party Transactions with such party, in aggregate, does not exceed Rs. 300 crores, as detailed in the explanatory statement provided that the said transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) shall be carried out in the ordinary course of business and at arm’s length basis.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include the Audit Committee of the Company and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(ys), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

1. To approve Material Related Party Transactions with Monarch Infraparks Private Limited, Promoter Company

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

“ RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder, other applicable laws/statutory provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and basis the approval and recommendation of the Audit Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Company to approve Material Related Party Transaction(s)/ Contract(s)/Arrangement(s)/ Agreement(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Monarch Infraparks Private Limited, Promoter Company, a related party falling within the definition of ‘Related Party’ under Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI Listing Regulations, for financial year 2026-27 on such material terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between related party

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and the Company, such that the maximum value of the Related Party Transactions with such party, in aggregate, does not exceed Rs. 300 crores, as detailed in the explanatory statement provided that the said transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) shall be carried out in the ordinary course of business and at arm’s length basis.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include the Audit Committee of the Company and any duly constituted/ to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred to, without being required to seek further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

1. To approve power of borrowing under section 180(1) (c) of the Companies Act, 2013 not exceeding Rs. 4,000 crore

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

“RESOLVED THAT pursuant to the provisions of Section 180 (1)(c) and other applicable provisions, if any of the Companies Act, 2013 and the rules made thereunder read with the applicable provisions (including any statutory modifications(s) or any amendments thereto or any substitutions or any re-enactments made thereof, for any time being in force), consent of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall include any Committee thereof) to borrow, from time to time, as it may think fit, any sum or sums of money in any currency on such terms and conditions as the Board may deem fit, by way of loans, issuance of bonds, notes, debentures or other securities whether convertible into equity/ preference shares or not, from banks, financial or other institution(s), investors, mutual fund(s), or any other persons, up to an aggregate amount of Rs. 4,000 Crores (Four Thousand crores) notwithstanding that the monies to be borrowed, together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company's bankers in the ordinary course of business), may exceed the aggregate, for the time being, of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.

“RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized (which term shall be deemed to include any committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to take such steps, as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filing of requisite forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”

1. To consider and approve for Creation/Modification of charges, mortgages, hypothecation on the immovable and movable properties of the Company under section 180 (1) (a) of the Companies Act, 2013 not exceeding Rs. 4,000 crore

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

“RESOLVED THAT pursuant to the provisions of Section 180 (1)(a) and other applicable provisions, if any of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications(s) or any amendments thereto or any substitutions or any re-enactments made thereof, for any time being in force), consent of the shareholders of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall include any Committee thereof)

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to pledge, mortgage, lien, hypothecate and/or create charge, whether fixed or floating (in addition to any other hypothecation, pledge, lien, mortgage, charges created/to be created by the Company), in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the immovable properties and movable assets (both tangible and intangible) of the Company, both present and future, and the whole or substantially the whole of the undertaking(s) or any properties of the Company where so ever situated, in favour of banks, financial institutions, investors, debenture holders or any other lenders and their agents or trustees (together, the "Lenders") to secure any borrowings, debentures, financial assistance or financial indebtedness availed by the Company or any third party from time to time (including without limitation, the due payment of the principal and/or together with interest, at the respective agreed rates, additional interest, compound interest, accumulated interest, liquidated damages, commitment charges, remuneration of the agent(s), trustee(s), prepayment premium, all other costs, charges and expenses and all other monies payable by the Company) (together, the "Financial Indebtedness") in terms of the financing documents, or any other documents, entered into or to be entered into between the Company and any Lender(s) in respect of the Financial Indebtedness, on such terms and conditions as may be agreed between the Company and any Lender(s), provided that the maximum extent of the Financial Indebtedness secured by the assets of the Company does not exceed Rupees 4,000 Crores (Rupees Four Thousand Crores) at any time.”

“RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized (which term shall be deemed to include any committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to take such steps, as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filing of requisite forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.”

By Order of the Board For Diamond Power Infrastructure Limited

Sd/- Diksha Sharma Place: Ahmedabad Company Secretary and Compliance Officer Date: February 14, 2026 A56317

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

Item No. 1

Pursuant to the amended Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the threshold limit for determination of material Related Party Transactions specified in Schedule XII of SEBI Listing Regulations, would require prior approval of Members by means of an ordinary resolution.

Subsequently, the Audit Committee and Board, in its meeting held on February 14, 2026, approved a Material Related Party Transaction with GSEC Limited up to amount of Rs. 300 crores for financial year 2026-27, subject to approval of shareholders of the Company.

The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section IIIB of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (“SEBI Master Circular”) and Para 5 of SEBI Industry standards vide SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 are set forth below:

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SI. No.	Particulars	Details
(a)	Information as placed before the Audit Committee in the format as specified in the RPT Industry Standards, to the extent applicable	Please referAnnexure-I
(b)	Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT.	To meet working capital requirements Please referAnnexure-I
(c)	Disclose the fact that the Audit Committee has reviewed the certificates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards.	The Audit Committee has reviewed the Certificate issued by Mr. Samir Naik, Chief Financial Officer and Whole-time Director (DIN: 11208141) of the Company as required under the RPT Industry standards
(d)	Disclosure that the material RPT or any material modification thereto, has been approved by the Audit Committee and the Board of Directors recommends the proposed transaction to the shareholders for approval.	The transaction with Material RPT has been approved by the Audit Committee in its meeting held on 14.02.2026 and the Board of Directors recommended the proposed transaction to the shareholders for approval.
(e)	Web-link and QR Code, through which shareholders can access the valuation report or other reports of external party, if any, considered by Audit Committee while approving the RPT	Not Applicable
(f)	The Audit Committee and Board of Directors, while providing information to the shareholders, can approve redaction of commercial secrets and such other information that would affect competitive position of listed entity and affirm that, in its assessment, the redacted disclosures still provides all the necessary information to the public shareholders for informed decision making.	Not Applicable
(g)	Any other information that may be relevant.	All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice.

Pursuant to the provisions of Regulation 23 of SEBI Listing Regulations, no related party shall vote on above resolution.

Except Mr. Rakesh Shah, Non-executive Director and his relatives, none of the other Directors / Key Managerial Personnel of the Company/ their relatives are in any way, concerned or interested, financially or otherwise, in the said transactions.

Accordingly, the Board recommends passing of the Resolution(s) set out in Item No. 1 of the accompanying Notice as an Ordinary Resolution(s).

Item No. 2

Pursuant to the amended Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the threshold limit for determination of material Related Party Transactions specified in Schedule XII of SEBI Listing Regulations, would require prior approval of Members by means of an ordinary resolution.

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Subsequently, the Audit Committee and Board, in its meeting held on February 14, 2026, approved a Material Related Party Transaction with Monarch Infraparks Private Limited up to amount of Rs. 300 crores for financial year 2026-27, subject to approval of shareholders of the Company.

The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section IIIB of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (“SEBI Master Circular”) and Para 5 of SEBI Industry standards vide SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 are set forth below:

SI. No.	Particulars	Details
(a)	Information as placed before the Audit Committee in the format as specified in the RPT Industry Standards, to the extent applicable	Please referAnnexure-I
(b)	Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPT.	To meet working capital requirements Please referAnnexure-I
(c)	Disclose the fact that the Audit Committee has reviewed the certificates provided by the CEO/ Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry Standards.	The Audit Committee has reviewed the Certificate issued by Mr. Samir Naik, Chief Financial Officer and Whole-time Director (DIN: 11208141) of the Company as required under the RPT Industry standards
(d)	Disclosure that the material RPT or any material modification thereto, has been approved by the Audit Committee and the Board of Directors recommends the proposed transaction to the shareholders for approval.	The transaction with Material RPT has been approved by the Audit Committee in its meeting held on 14.02.2026 and the Board of Directors recommended the proposed transaction to the shareholders for approval.
(e)	Web-link and QR Code, through which shareholders can access the valuation report or other reports of external party, if any, considered by Audit Committee while approving the RPT	Not Applicable
(f)	The Audit Committee and Board of Directors, while providing information to the shareholders, can approve redaction of commercial secrets and such other information that would affect competitive position of listed entity and affirm that, in its assessment, the redacted disclosures still provides all the necessary information to the public shareholders for informed decision making.	Not Applicable
(g)	Any other information that may be relevant.	All important information forms part of the statement setting out material facts, pursuant to Section 102(1) of the Act, forming part of this Notice.

Pursuant to the provisions of Regulation 23 of SEBI Listing Regulations, no related party shall vote on above resolution.

Except Mr. Himanshu Shah, Non-executive Director and his relatives, none of the other Directors / Key Managerial Personnel of the Company/ their relatives are in any way, concerned or interested, financially or otherwise, in the said transactions.

Accordingly, the Board recommends passing of the Resolution(s) set out in Item No. 2 of the accompanying Notice as an Ordinary Resolution(s).

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Item No. 3

The Company requires to borrow funds from time to time to meet both its short term and long terms business objectives, from various external agencies like banks, financial institutions, bodies corporate, individuals or other kind of lenders. According to section 180 (1) (c) of the Companies Act, 2013, the total amount of such borrowings as well as the outstanding at any time cannot exceed the aggregate of paid up capital and free reserves of the Company, except with the consent of the members. The Company felt that the existing limit is not adequate and needs enhancement, accordingly the resolution has been proposed to increase the limits of borrowing to Rs. 4,000 Crores (Rupees Four Thousand Crores). The Board of Directors recommends the resolution as set out in Item No. 3 of the accompanying notice for the approval of the Shareholders of the Company as a Special Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Special Resolution except to the extent of their shareholding in the Company.

Item No. 4

Keeping in view the Company’s existing and future financial requirements to support its business operations, the Company may need additional funds. For this purpose, the Company may, from time to time, raise finance from various Banks and/or Financial Institutions and/ or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit.

Members of the Company are further to note that section 180(1)(a) of the Companies Act, 2013 mandates that the Board of Directors of the Company shall exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the Company, only with the approval of the members of the Company by way of special resolution to Rs. 4,000 Crores (Rupees Four Thousand Crores). The Board of Directors recommends the resolution as set out in Item No. 4 of the accompanying notice for the approval of the Shareholders of the Company as a Special Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Special Resolution except to the extent of their shareholding in the Company.

By Order of the Board For Diamond Power Infrastructure Limited

Sd/- Diksha Sharma Place: Ahmedabad Company Secretary and Compliance Officer Date: February 14, 2026 A56317

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Annexure-I

GSEC Limited

The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section III-B of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (“SEBI Master Circular”) and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 are set forth below:

PART A

A (1): Basic details of the related party

S. No.	Particulars of the information	Information provided by the management
1.	Name of the related party	GSEC Limited
2.	Country of incorporation of the related party	India
3.	Nature of business of the related party	GSEC Limited, which was Government Company formerly known as Gujarat State Export Corporation Limited, is primarily engaged in the activities of Export-Import facilities and trading business. The Company has custodian of Air Cargo Complexes at Ahmedabad. The Company also deals in various products, commodities including but not limited to Chemicals, Commodities, Fabrics, Gold, Petroleum Products, Silver, etc.

A (2): Relationship and ownership of the related party

S. No.	Particulars of the information	Information provided by the management
1.	Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: • Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control.	Entities over the which one or more Key Managerial Personnel (KMP) or their relatives have significant influence/control/joint control; entities having significant influence/control/joint control through voting power or otherwise. GSEC Limited is Promoter Company and Diamond Power Infrastructure is associate Company of GSEC Limited. NIL Not Applicable Direct Shareholdingof GSEC Limited of 29.68% in Diamond Power Infrastructure Limited. Indirect Shareholdingof GSEC Limited of 42.01% in Diamond Power Infrastructure Limited. (Indirect shareholding includes shareholding of Rakesh Shah of 6.64%, Shaishav Shah of 5.69% and GSEC Limited of 29.68%, total=42.01%)

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While calculating indirect shareholding, shareholding held by relatives shall also be considered.

	A (3): Details of previous transactions with the related party	A (3): Details of previous transactions with the related party	A (3): Details of previous transactions with the related party	A (3): Details of previous transactions with the related party	A (3): Details of previous transactions with the related party	A (3): Details of previous transactions with the related party	A (3): Details of previous transactions with the related party
S.	Particulars of the information	Information provided					by the management
No.
1.	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. Explanation:Details need to be disclosed separately for listed entity and its subsidiary.						FY 2024-2025 (INR) 60.25 crore 49.63 crore
			S.	Nature of			FY 2024-2025
			No.	Transactions			(INR)
			1.	Purchase of goods			60.25 crore
			2.	Unsecured Loan			49.63 crore
2.	Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought.			Diamond Power			Infrastructure Limited: April 1, 2025 till December 31, 2025 (INR) 19.17 crore 99.83 crore
			S.		Nature of		April 1, 2025
			No.		Transactions		till December
							31, 2025 (INR)
			1.		Purchase of goods		19.17 crore
			2.		Unsecured Loan		99.83 crore
3.	Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year.						No

A (4): Amount of proposed transaction (s)

S. No.	Particulars of the information	Information provided by the management
1.	Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders.	Rs. 300 crores (Three Hundred Crores Only)
2.	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?	Yes
3.	Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year	26.90% (FY 2024-25)
4.	Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the	Not Applicable

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	subsidiary and where the listed entity is not a party to the transaction)
5.	Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available.		23.10% The Consolidated Turnover of GSEC Limited as on March 31, 2025 was Rs. 1,29,844.29 Lakhs.
6.	Financial performance of the related party for the immediately preceding financial year: Explanations: The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis.	The Standalone Audited Financials of related party i.e. GSEC Ltd. for the financial year 2024-25 are available. Particulars FY 2024-2025 (INR In Lakhs)** Turnover 53,448.11 Profit After Tax 9,558.64 Net worth 21,289.70
			Particulars*	FY 2024-2025 (INR In Lakhs)
			Turnover	53,448.11
			Profit After Tax	9,558.64
			Net worth	21,289.70

	A (5): Basic details of the proposed transaction	A (5): Basic details of the proposed transaction
S. No.	Particulars of the	Information provided by the management
	information
1.	Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.)	Obtaining Unsecured Loan from the Promoter Company (On need basis)
2.	Details of each type of the proposed transaction	Details of the same are provided in Point No. A(5)(6) below
3.	Tenure of the proposed transaction (tenure in number of years or months to be specified)	FY 2026-27
4.	Whether omnibus approval is being sought?	Yes
5.	Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financialyear-wise.	Rs. 300 Crore (The funds shall be received either cumulative or in tranches)

10

6.	Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity	Obtaining unsecured loan from the Promoter Company: GSEC Limited, in its capacity as a Promoter Company, may provide funds to Diamond Power Infrastructure Limited (DPIL) on a need basis, in the form of unsecured loans. The funds will be utilized by DPIL for various business purposes, including expansion, working capital requirements, and other general corporate needs. With a repayment period ranging from one to three years from the date of disbursement, DPIL shall have the option to prepay the loan, in full or in part, at any time during the tenure, without incurring any prepayment penalty. The loan will be obtained at an agreed rate of 8% as per Section 186 of the Companies Act, 2013.
7.	Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control.	Mr. Rakesh Shah, Director and his relatives have interest in the transaction.
	a. Name of the director / KMP	Mr. Rakesh Shah
	b. Shareholding of the director / KMP, whether direct or indirect, in the related party	Mr. Rakesh Shah holds a direct stake of 27.61% in GSEC Limited, and an indirect holding of 97.42%, as detailed below: • 63.36% through Komal Infotech Private Limited (as Significant Beneficial Owner), • 6.45% through his son, Mr. Shaishav Shah, and • 27.61% held directly by himself. These holdings cumulatively amount to 97.42% in GSEC Limited.
8.	A copy of the valuation or other external party report, if any, shall be placed before the AuditCommittee.	-
9.	Other information relevant for decision making.	-

11

PART B

B (5): Borrowings by the listed entity or its subsidiary

S. No.	Particulars of the information	Information provided by the
		management
1.	Material covenants of the proposed transaction	The loan shall be unsecured, with a repayment period ranging from one to three years from the date of disbursement, however, DPIL shall have the option to prepay the loan, in full or in part, at any time during the tenure, without incurring any prepayment penalty.
2.	Interest rate (in terms of numerical value or base rate and applicable spread)	8%
3.	Cost of borrowing Note: This shall include all costs associated with the borrowing	Nil
4.	Maturity / due date	31.03.2029
5.	Repayment schedule & terms	Same as B(5)(4)
6.	Whether secured or unsecured	Unsecured
7.	If secured, the nature of security & security coverage ratio	Not Applicable
8.	The purpose for which the funds will be utilized by the listed entity/ subsidiary	Working capital requirements

PART-C

	**PART-C **
C (4):	Borrowings by the listed entity or its subsidiary.
S. No.	Particulars of the information	Information provided
		by the management
1.	Debt to Equity Ratio of the listed entity or its subsidiary based on last audited financial statements Note: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies.	-0.52
	a. Before transaction	-0.85
	b. After transaction	-1.30
2.	Debt Service Coverage Ratio of the listed entity or its subsidiary based on last audited financial statements Note: This shall not be applicable to listed banks/NBFC/insurance companies/ housing finance companies.	0.14
	a. Before transaction	0.22
	b. After transaction	0.15

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MONARCH INFRAPARKS PRIVATE LIMITED

The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section III-B of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (“SEBI Master Circular”) and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 are set forth below:

	PART A A(1):Basic details of the related party	PART A A(1):Basic details of the related party
S. No.	Particulars of the information	Information provided by the management
1.	Name of the related party	Monarch Infraparks Private Limited (‘MNPL’)
2.	Country of incorporation of the related party	India
3.	Nature of business of the related party	• Business and Management Consulting activities • Trading andInvestment activities

	A(2): Relationship and ownership of the related party	A(2): Relationship and ownership of the related party
S. No.	Particulars of the	Information provided by the management
	information
1.	Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: • Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered.	Entities over the which one or more Key Managerial Personnel (KMP) or their relatives have significant influence/control/joint control; entities having significant influence/control/joint control through voting power or otherwise. Monarch Infraparks Private Limited is the Promoter Company. NIL Not Applicable Direct Shareholdingof MNPL is 7.85% in Diamond Power Infrastructure Limited. Indirect Shareholdingof MNPL is 42.03% in Diamond Power Infrastructure Limited. (Indirect shareholding includes shareholding of Himanshu Shah of 15.18%, Bankim Shah of 3.80% Kinnari Shah of 3.80%, Bela Shah of 3.80%, Vrushali Shah of 1.90%, Anushree Shah of 1.90%, Vaibhav Shah is 3.80% and MNPL of 7.85%, total=42.03%)

	A(3): Details of previous transactions with the related party	A(3): Details of previous transactions with the related party	A(3): Details of previous transactions with the related party	A(3): Details of previous transactions with the related party
S.	Particulars of the information	Information provided by the management
No.
1.	Total amount of all the transactions undertaken by the listed entity or subsidiary with			FY 2024-2025 (INR)
		S.	Nature of	FY 2024-2025
		No.	Transactions	(INR)

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the related party during the last 1. Unsecured Loan 50.59 Crore financial year. Explanation: Details need to be disclosed separately for listed entity and its subsidiary. 2. Total amount of all theDiamond Power Infrastructure Limited: transactions undertaken by the listed entity or subsidiary with S. Nature of April 1, 2025 till the related party in the current No. Transactions December 31, 2025 (INR) financial year up to the quarter 1. Unsecured Loan 64.41 crore immediately preceding the quarter in which the approval is sought. 3. Any default, if any, made by a No related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year.

A(4): Amount of proposed transaction (s)

S. No.	Particulars of the information	Information provided by the management
1.	Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders.	Rs. 300 crores (Rupees Three Hundred Crores only)
2.	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?	Yes
3.	Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year	26.90% (FY 2024-25)
4.	Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction)	Not Applicable
5.	Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available,calculation to be	0%

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	made on standalone turnover of related party) for the immediately preceding financial year, if available.	*The Turnover of Monarch Infraparks Private Limited as on March 31, 2025 was 0 and other income was Rs. 12,002.80 Lakhs.	*The Turnover of Monarch Infraparks Private Limited as on March 31, 2025 was 0 and other income was Rs. 12,002.80 Lakhs.
6.	Financial performance of the related party for the immediately preceding financial year: Explanations: The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis.	Particulars	FY 2024-2025 (INR in Lakhs)
		Turnover	0
		Other Income	12,002.80
		Profit After Tax	10,146.03
		Net worth	17,505.91

A(5): Basic details of the proposed transaction

S. No.	Particulars of the information	Information provided by the management
1.	Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.)	Obtaining Unsecured Loan from the Promoter Company (On need basis)
2.	Details of each type of the proposed transaction	Details of the same are provided in Point No. A(5)(6) below
3.	Tenure of the proposed transaction (tenure in number of years or months to be specified)	FY 2026-27
4.	Whether omnibus approval is being sought?	Yes
5.	Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financialyear-wise.	Rs. 300 Crore (The funds shall be received either cumulative or in tranches)
6.	Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity	Obtaining unsecured loan from the Promoter Company: Monarch Infraparks Private Limited, in its capacity as a Promoter Company, may provide funds to Diamond Power Infrastructure Limited (DPIL) on a need basis, in the form of unsecured loans. The funds will be utilized by DPIL for various business purposes, including expansion, working capital requirements, and other general corporate needs. With a repayment period ranging from one to three years from the date of disbursement, DPIL shall have the option to prepay the loan, in full or in part, at any time during the tenure, without incurring any prepayment penalty. The loan will be obtained at an agreed rate of 8% as per Section 186 of the Companies Act, 2013.
7.	Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly.	Mr. Himanshu Shah, Director and his relatives have interest in the transaction.

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	_Explanation:_Indirect interest shall mean interest held through any person over which an individual has control.
	a. Name of the director / KMP	Mr. Himanshu Shah
	b. Shareholding of the director / KMP, whether direct or indirect, in the related party	Mr. Himanshu Shah holds a direct stake of 0.68% in MNCL, and an indirect holding of 100%, as detailed below: • 97.92% through Premjayanti Enterprises Private Limited (as Significant Beneficial Owner), • 0.68% through Mr. Bankim Shah, brother; • 0.68% through Mr. Vaibhav Shah, brother • 0.68% held directly by himself. These holdings cumulatively amount to 100% in Premjayanti Enterprises Private Limited.
8.	A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.	-
9.	Other information relevant for decision making.	NA

PART-B

B(5): Borrowings by the listed entity or its subsidiary

S. No.	Particulars of the information	Information provided by
		the management
1.	Material covenants of the proposed transaction	The loan shall be unsecured, with a repayment period ranging from one to three years from the date of disbursement, however, DPIL shall have the option to prepay the loan, in full or in part, at any time during the tenure, without incurring any prepayment penalty.
2.	Interest rate (in terms of numerical value or base rate and applicable spread)	8%
3.	Cost of borrowing Note: This shall include all costs associated with the borrowing	Nil
4.	Maturity / due date	31.03.2029
5.	Repayment schedule & terms	Same as B(5)(4)
6.	Whether secured or unsecured	Unsecured
7.	If secured, the nature of security & security coverage ratio	Not Applicable

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1. The purpose for which the funds will be utilized by the listed entity Working capital requirements / subsidiary

PART-C

==> picture [483 x 296] intentionally omitted <==

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

C(4): Borrowings by the listed entity or its subsidiary.
S. No. Particulars of the information Information provided
by the management
-0.52
1. Debt to Equity Ratio of the listed entity or its subsidiary based
on last audited financial statements
Note: This shall not be applicable to listed
banks/NBFC/insurance companies/housing finance companies.
a. Before transaction -0.85
b. After transaction -1.30
2. Debt Service Coverage Ratio of the listed entity or its 0.14
subsidiary based on last audited financial statements
Note: This shall not be applicable to listed
banks/NBFC/insurance companies/ housing finance companies.
0.22
a. Before transaction
0.15
b. After transaction
----- End of picture text -----

NOTES:

• 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.

• 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 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, 18[th] March, 2026, 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, 13[th] February, 2026, (“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.

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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:

• Electronic mode can register their email ID by contacting their respective Depository Participant(s) (“DP”).

• Physical mode can register their email ID with the KFin. Requests can be emailed to einward.ris@kfintech.com 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.

• 5) Members whose names appears in the Register of Members / List of Beneficial Owners as on the cut-off date only i.e., Friday, 13[th] February, 2026 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.

• 6) Instructions for remote e-voting

• (i) In compliance with the provisions of Sections 108 and 110 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.

• (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, 17thFebruary, 2026 (9:00 a.m. IST)	Wednesday, 18thMarch, 2026 (5:00 p.m. IST)

• (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.

• (iv) The shareholders are requested to cast their vote for fully paid-up shares of Re. 1/- each (EVEN 9441). 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.

• (v) During the above period, Members of the Company holding shares either in physical form or in dematerialised form, as on Friday, 13[th] February, 2026, i.e., cut-off date, may cast their vote by remote e-voting.

• (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.

• (vii) The process and manner for remote e-voting is as under:

• 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 18

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.

• 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.

• 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.

• d) The process and manner of remote e-voting is explained below:

• (i) Access to Depositories e-voting system in case of individual Members holding shares in demat mode.

• (ii) Access to KFin e-voting system in case of Members holding shares in physical and nonindividual Members in demat mode.

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.

19

• (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) Visit https://eservices.nsdl.com for 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 NSDL https://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.

• (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.

==> picture [114 x 67] intentionally omitted <==

	04el00 goostore GooglePloy ABE	04el00 goostore GooglePloy ABE
Individual	1. Existing user who have opted for Electronic Access To Securities Information
Members	(“Easi/ Easiest”) facility:
holding
securities in	(i) Visit https://web.cdslindia.com/myeasitoken/Home/Login	or
demat mode	www.cdslindia.com.
with CDSL
	(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

20

(i) Visithttps://web.cdslindia.com/myeasitoken/Home/EasiRegistrationfor 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) Visitwww.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.

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 the remote e-voting period without any further authentication.

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 evoting@nsdl.comor call at toll free no.:1800 102 0990and1800 22 4430
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor 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.

21

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:

• (i) Launch internet browser by typing the URL: https://evoting.kfintech.com/

• (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) 9441, 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”

• (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.

• (v) You need to login again with the new credentials.

• (vi) On successful login, the system will prompt you to select the “EVEN” i.e., ‘Diamond Power Infrastructure Limited’ and click on “Submit”

• (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.

• (viii) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• (ix) In case you do not desire to cast your vote, it will be treated as abstained.

• (x) You may then cast your vote by selecting an appropriate option and click on “Submit”.

• (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.

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, 20[th] March, 2026. 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.

• IV. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Wednesday, 18[th] March, 2026 i.e. the last date specified for receipt of votes through the remote e- voting process.

22

• 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 cs@dicabs.com

• VI. Members of the Company including Institutional Investors are encouraged to vote on the resolutions proposed in this Notice.

General Guidelines for Members:

1. 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 ashish@ravics.com and evoting@kfintech.com with the subject line “Diamond Power Infrastructure Limited Postal Ballot 02/2025-2026”.

2. 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 evoting@kfintech.com or call KFin’s toll free No.: 1800 309 4001 for any further clarifications/ technical assistance that may be required.

3. 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 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.

4. 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:

5. a. Form ISR – 3: For opting out of nomination by shareholder(s)

6. b. Form SH - 14: For cancellation or variation to the existing nomination of the shareholder(s)

7. 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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