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DHP India Ltd. Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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DHP
DHP INDIA LIMITED
Corporate Identity Number (CIN): L65921WB1991PLC051555
ISO 9001, ISO 14001 and ISO 45001 Certified Company
JAS-ANZ
Registered Office: 7B Shreelekha, 7th Floor, 42A Park Street, Kolkata 700 016, India
Tel: +91(33) 2229-5735, 2229-7995, 4600-2601, 4600-2602
E-mail: [email protected]
Ref: 19(B)(B)/31170
30/05/2026
To
The General Manager/Asst. General Manager - Deptt. Of Corporate Services,
Bombay Stock Exchange Ltd., [Securities Code: 531306]
25, P. J. Towers, Dalal Street, Mumbai - 400 001.
Dear Sir,
Re: DHP INDIA LIMITED [ISIN: INE590D01016, Sec.Code BSE-531306]
Sub: Intimation of date of 35TH AGM will be held on 21/09/2026 & date of Book Closure from 15/09/2026 to 21/09/2026 (both day inclusive i.e. Record Dt. 14/09/2026 for payment of dividend), E-voting from 18/09/2026 to 20/09/2026 and Recommendation of dividend of Rs.4/- per Equity Shares (@40%) for year ended 31/03/2026 as per Reg.42(2) & 42(3) of SEBI (LODR) Regulation, 2015.
Please note that the Board of Directors of the company at their Board Meeting dated 30/05/2026 at 12.00 P.M. to 12.30 P.M. approved the Draft Notice for calling of 35th Annual General Meeting to be held on 21/09/2026 (Monday). The Notice as per Regulation 42(2) & 42(3) of SEBI (LODR) Regulations, 2015, the details of Book Closure, Record date and proposal of Dividend etc. are as below:
1) Type of Securities: 30,00,000 Equity shares of Rs.10/- each fully paid up (Dist. Nos. 1 to 30,00,000).
2) Dividend Recommended: The Board of directors in their meeting dated 30/05/2026, recommended a final equity dividend of F.Y. 2025-26 i.e. Year Ended 31/03/2026 of Rs. 4/- per equity shares i.e. @40% of its paid-up equity share capital, subject to approval of the shareholders in ensuing Annual General Meeting. The above information provided as per requirement of Regulation 42(3) of the SEBI (LODR) Regulations, 2015.
3) Book Closure & Record date: The Share Transfer Book of the Member's of the Company will be closed from 15th September, 2026 (Tuesday) to 21st September, 2026 (Monday), both days inclusive. However the share transfer received in order by the Company at its Registered Office at 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata-700016 or our Share Transfer Registrar's Office M/s. Niche Technologies Pvt. Ltd. 3A, Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata - 700 017 by close of business on Monday, the 14th September, 2026 i.e. Record date, will be eligible for dividend, if any approved by the shareholders in ensuing Annual General Meeting and to attending in 35th A.G.M. The above information provided as per requirement of Regulation 42(2) of the SEBI (LODR) Regulations, 2015.
4) E-voting date: The E-voting date from Friday, 18/09/2026 at 9:00 AM to Sunday 20/09/2026 at 5:00 PM.
5) Date, place and time of 35th A.G.M.: 35th Annual General Meeting will be held on 21/09/2026 (Monday) at 11.00 A.M. at the Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata - 700 071, for approval of Standalone Audited Annual Accounts and Reports, Approval of Dividend and allied matters of year ended 31/03/2026 and Reappointment of Rotational Director etc. as circulated in Notice.
We confirm that all equity shares received for transfer 1(one) month's prior to the date of intimation have been duly transferred & dispatched to the respective transferees. The Company also undertake that the securities pending for transfer and further securities lodged for transfer will be transferred and dispatched within a period of 1 (one) months from the date of receipt.
Photo Copies of duly signed Notice by our Company Secretary-cum-Compliance Officer for Calling of 35th Annual General Meeting to be held on 21/09/2026, their Notes, Additional disclosure of Notice as per Requirement of Reg.36(3) of SEBI (LODR) Regulations, 2015, Draft Copy of Attendance Slip & Form of Proxy in Form No. MGT-11, and copy of Ballot Form, Route Map etc. along with specimen covering letter is also enclosed.
Thanking You,
Enclo.: As stated above
Yours faithfully,
For DHP INDIA LIMITED
[Ashok Kumar Singh]
Chief Financial Officer
Factory: Dhulagarh Industrial Park, P.O. Kanduah, P.S. Sankrail, N.H.-6, Howrah 711 302, West Bengal
Tel: (+91) 76050-00585, 76050-00586
DHP INDIA LIMITED
Corporate Identity Number (CIN): L65921WB1991PLC051555
Registered Office: 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016
Phone No: +91 (033) 2229-5735/7995, 4600-2601/2602
E-mail: [email protected], Website: www.dilindia.co.in
ANNEXURE TO THE NOTICE DATED 30TH MAY, 2026 FOR THE 35TH ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD ON MONDAY, THE 21ST DAY OF SEPTEMBER, 2026 AT 11.00 A.M.
- Name and Registered Address of Sole/First named Member:
- Joint Holders Name (If any):
- Registered Folio No./DP ID & Client ID: (Applicable to investors holding shares in demat form)
- Number of Equity Shares Held:
Dear Shareholder,
Subject: Process and manner for availing E-voting facility
Pursuant to Provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide E-voting facility to the members to cast their votes electronically on all resolutions proposed to be considered at the 35TH Annual General Meeting (AGM) will be held on Monday, the 21st September, 2026 at 11.00 A.M. at Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata – 700071.
The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the e-voting facility. The e-voting facility is available at the link https://www.evotingindia.com.
The Electronic Voting Particulars are set out below:
| EVSN
(E-Voting Sequence Number) | User ID | PAN / Sequence No. |
| --- | --- | --- |
| 260530001 | | |
The E-voting facility will be available during the following voting period:
| Remote e-Voting Start On | Remote e-Voting End On |
|---|---|
| Friday, 18TH September, 2026 from 9:00 a.m. (IST) | Sunday, 20th September, 2026 till 05:00 p.m. (IST) |
Please read the instructions mentioned in the Notice of the Annual General Meeting before exercising your vote.
Registered Office:
7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016.
Corporate Identity Number (CIN): L65921WB1991PLC051555
Date: 30th May, 2026
By Order of the Board of Directors
SD/-
SURUCHI TIWARI
Company Secretary-cum-Compliance Officer
Encl: AGM Notice (with Notes) / Attendance Slip / Proxy Form / Ballot Form / Annual Report / AGM Route MAP
EOL-16
DHP INDIA LIMITED
Corporate Identity Number (CIN): L65921WB1991PLC051555
Registered Office: 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016
E-mail: [email protected], Website: www.dilindia.co.in
NOTICE
NOTICE IS HEREBY GIVEN THAT the Thirty-Fifth (35th) Annual General Meeting (AGM) of the Members of DHP INDIA LIMITED (“the Company”) will be held on Monday, the 21st September, 2026 at 11.00 A.M. at Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata – 700 071, to transact the following business:-
ORDINARY BUSINESS: Ordinary Resolutions:
Item No. (1) – Adoption of Standalone Audited Financial Statements:
To receive, consider and adopt the Standalone Audited Financial Statements (including the Statement of Financial Results, the Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity, the Statement of Cash Flow and Other Financial Reports) of the Company for the financial year ended March 31, 2026 and the Report of the Board of Directors (“the Board”) and Auditors thereon.
“RESOLVED THAT, the Audited Financial Statement (including the Statement of Financial Results, the Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity, the Statement of Cash Flow and Other Financial Reports) of the Company for the financial year ended March 31, 2026 and the report of the Board of Directors and Auditors thereon as circulated to the members, be and hereby considered and adopted.”
Item No. (2) – Declaration of Dividend:
To declare a final dividend of Rs.4/- per equity share (@40% of Share Capital of the Company) for the year ended March 31, 2026.
“RESOLVED THAT a final dividend at rate of Rs.4/- (Rupees Four only) per equity share of Rs.10/- (Ten rupees) each fully paid-up of the Company i.e. @40% of paid-up equity share capital of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2026 and the same be paid out of the profits of the Company for the financial year ended March 31, 2026.”
Item No. (3) – Re-appointment of Sri Janak Bhardwaj (DIN:00047641) as a director liable to retire by rotation:
To appoint a directors in place of Sri Janak Bhardwaj (DIN: 00047641), who retires by rotation and, being eligible, seeks re-appointment.
Explanation: Under the terms of their appointment, our Executive Director Sri Janak Bhardwaj and our a Non-Executive and woman Director Smt. Anjum Dhandhania are subject to retirement by rotation. Last year, Smt. Anjum Dhandhania was subject to retirement by rotation and was appointed by shareholders. To the extent that Sri Janak Bhardwaj is required to retire by rotation, he would need to be re-appointed as Executive Director.
Therefore, shareholders are requested to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT, pursuant to provisions of Section 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, the approval of the members of the Company be and is hereby accorded to the re-appointment of Sri Janak Bhardwaj (DIN: 00047641) as a Executive Director, to the extent that he is required to retire by rotation.”
Registered Office:
7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016.
Corporate Identity Number (CIN): L65921WB1991PLC051555
Dated: 30th May, 2026
Enclosed: Notes (forming part of Notice)
By Order of the Board of Directors
SD/-
SURUCHI TIWARI
Company Secretary-cum-Compliance Officer
DHP INDIA LIMITED
Corporate Identity Number (CIN): L65921WB1991PLC051555
Registered Office: 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016
E-mail: [email protected], Website: www.dilindia.co.in
NOTES:
1) Pursuant to the General Circular No.10/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 issued by SEBI (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through Video Conferencing or Other Audio Visual, without the physical presence of the members at a common venue. Now as from our past experience and records of attendance in AGM, the total presence recorded only 20-25, hence the Board Decided to hold the Annual General Meeting in physical presence and not exercise the relaxation issued by above circular by MCA & SEBI.
2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of Members not exceeding 50 (Fifty) in number and holding in aggregate not more than 10% (Ten Percent) of the total share capital of the Company carrying voting rights. A member holding more than 10% (Ten Percent) of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot act as a proxy for any other person or shareholder. Proxies in order to be effective, should be deposited at the Registered Office of the Company at 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata-700 016, duly completed and signed, not less than forty-eight hours before the commencement of the Annual General Meeting. Proxies submitted on behalf of the Companies, Societies etc., must be supported by an appropriate resolutions/authority, as applicable. A Proxy Form, Attendance Slip and the Route Map of the venue of the meeting are annexed to this Notice.
3) The all Resolutions and Ordinary Resolutions and Ordinary Business, there are no Special Business and/or Special Resolution are there are no need to require any Explanatory Statement setting out material facts, pursuant to section 102 of the Companies Act, 2013, Secretarial Standard-2 on General Meeting and Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
4) Additional Information of Directors seeking re-appointment by rotation in respect of the Ordinary Business-Ordinary Resolution under item No. 3 at the Thirty-Fifth Annual General Meeting as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a brief resume to the Director proposed to be re-appointed by rotation at this AGM, nature of their expertise in specific functional areas, names of companies in which they hold directorship and membership/chairmanships of Board Committees, Shareholding and relationship between directors inter se as stipulated under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, and other requisite information as per clause 1.2.5 of Secretarial Standard-2 of Annual General Meetings, are provided in Annexure-1.
5) Corporate Members are required to send a certified true copy of the Board Resolution, pursuant to section 113 of the Companies Act, 2013, authorising their representatives to attend and vote on their behalf at the Annual General Meeting.
6) The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the RTA of the Company or Company.
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DHP INDIA LIMITED
NOTES (continuing):
7) Members, Proxies and Authorised Representatives are requested to bring to the Annual General Meeting, the attendance slip enclosed herewith, duly completed and signed mentioning their in details of their DP ID and Client ID/Folio No. and Number of Shares holding. Duplicate attendance slip or copies of the Report and Accounts will not be made available at the AGM venue. Members seeking any information or clarification on the Accounts are requested to send, in writing, queries to the Company, at least one week before the date of the meeting. Replies will be provided, in respect of such written queries, only at the meeting.
8) Electronic copy of the Annual Report for F.Y. 2025-26 (Year Ended March 31, 2026) is uploaded on the Company’s website at www.dilindia.co.in and is being sent to all the Members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes, unless any Member has requested for a physical copy of the same. Members are requested to support Green Initiative by registering/updating their email addresses with the Depository Participant (in case of shares in dematerialized form) or with link in M/s. Niche Technologies Private Limited, 3A, Auckland Place, 7th Floor, Room No.7A & 7B, Kolkata- 700017, the Registrars and Transfer Agents (“RTA”) of the Company (in case of shares held in physical form). Electronic copy of the Notice of the Thirty-Fifth AGM is uploaded on the Company’s website at www.dilindia.co.in and also on the website of Central Depository Services (India) Limited at www.evotingindia.com of the Company inter alia indicating the process and manner of e-voting along with attendance slip and Proxy Form and same is being sent to all the Members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes, unless any Member has requested for a physical copy of the same. For Members who have not registered their email address, physical copies of this Notice and the Annual Report for FY 2025-26 (Year Ended March 31, 2026) are being sent through permitted mode. For any communication the Members may also send requests to the Company’s email ID at : [email protected] .
9) The register of directors and key managerial personnel (KMP) and their shareholding, maintained under Section 170 of the Act, and the other statutory register etc. will be available for inspection by members during the AGM. Other Relevant documents refer to in the accompanying Notice and in the Explanatory Statement are opened for inspection by the Members at the Companies Registered Office : 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata-700 016 on all working days (except Saturdays, Sundays and Public Holidays) between 11:00 AM - 1:00 PM up to the date of this AGM and also at the AGM.
10) The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the RTA of the Company or Company.
11) SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. Therefore, Shareholders are requested to take action to dematerialize the Equity Shares of the Company, promptly.
12) Pursuant to the provisions of Section 91 of the Companies Act, 2013 and rules framed thereunder, the Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, the 15th September, 2026 to Monday, the 21st September, 2026 (both days inclusive), for the purpose of AGM and determining the names of Members eligible for dividend on Equity Shares, if declared at the AGM.
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DHP INDIA LIMITED
NOTES (continuing):
13) Subject to the provisions of Section 126 of the Companies Act, 2013, if the Final Dividend on Equity Shares as recommended by the Board of Rs.4/- per Equity Shares, if approved/declared at the AGM, payment of such dividend will be made within 30 days from the date of declaration of dividend to :
a) all those Beneficial Owner holding shares in electronic form, whose names shall appear in the statement of beneficial ownership data as may be made available to the Company by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours on Monday, the 14th September, 2026;
b) all those Members whose names appear in the Register of Members of the Company at the end of business hours on Monday, the 14th September, 2026, after giving effect to all valid share transfers in physical mode lodged with the Company/the RTA (i.e. Niche Technologies Private Limited) on or before Monday, the 14th September, 2026.
14) Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, the Company has transferred on due dates, all unclaimed dividends up to the financial years ended 31st March, 2018 to Investor Education and Protection Fund (“said Fund”) established by the Central Government. Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the Company has uploaded the details of the unpaid and unclaimed amounts lying with the Company on the website of the Ministry of Corporate Affairs (www.mca.gov.in). During the current financial year ended from April 1, 2025 to March 31, 2026, the Company has transferred the unpaid or unclaimed dividend of FY 2017-18 to the Investor Education and Protection Fund. Those Members, who have not encashed their dividends for the FY 2018-19 to FY 2024-25, are requested to claim it from the Company immediately.
| Information in respect of such unclaimed dividend when due for transfer to the said Fund is given below:- | ||||
|---|---|---|---|---|
| Serial No. | Financial Year Ended | Date of declaration of dividend | Last date for claiming unpaid dividend | Due date for transfer to IEP Fund |
| 1. | 31/03/2019 | 20/09/2019 | 19/09/2026 | 18/10/2026 |
| 2. | 31/03/2020 | 28/09/2020 | 27/09/2027 | 26/10/2027 |
| 3. | 31/03/2021 | 27/09/2021 | 26/09/2028 | 25/10/2028 |
| 4. | 31/03/2022 | 26/09/2022 | 25/09/2029 | 24/10/2029 |
| 5. | 31/03/2023 | 25/09/2023 | 24/09/2030 | 23/10/2030 |
| 6. | 31/03/2024 | 29/07/2024 | 28/07/2031 | 27/08/2031 |
| 7. | 31/03/2025 | 25/08/2025 | 24/09/2032 | 23/10/2032 |
15) Pursuant to the provisions of Sections 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all Equity Shares of the Company on which dividend has not been paid or claimed for seven consecutive years or more on November 23, 2024 shall be transferred by the Company to Investor Education and protection Fund (“IEPF”) in last year.
During the current financial year ended from April 1, 2025 to March 31, 2026, the Company has not been transferred any shares of constant unclaimed dividend from financial year ended 31st March, 2018 to till date to the Investor Education and Protection Fund. The Company has also written to the concern Shareholders intimating them their particulars of the Equity Shares due for transfer. These details are also available on the Company’s website www.dilindia.co.in. No claim shall lie against the Company in respect of this Equity Shares post their transfer to IEPF. Upon transfer, the Shareholders will be able to claim this Equity Shares only from the IEPF Authority by making and online application, the details of which are available at www.iepf.gov.in. All correspondence should be addressed to the RTA of the Company M/s. Niche Technologies Private Limited, 3A, Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata-700017, Tel : 033-22806616, Email : [email protected].
100000000000000000000000000000000000000000000000000000000000000000000
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DHP INDIA LIMITED
NOTES (continuing):
16) The cutoff date for the purpose of determining the members eligible for participation in remote e-voting (e-voting from a place other than venue of the AGM) and voting at the AGM is Monday, September 14, 2026. Please note that Members can opt for only one mode of voting i.e. either by voting at the meeting or remote e-voting. If Members voted in remote e-voting, then they should not vote at the meeting and vice versa. However, once an e-vote on a resolutions is casted by a Member, such Member is not permitted to change it subsequently or cast the vote again. Members who have cast their vote by remote e-voting prior to the date of the AGM can attend the meeting and participate in the meeting, but shall not be entitled to cast their vote again.
17) Any person, who acquired shares of the Company and becomes a Member of the Company after dispatched of the Notice, hold shares as of the cut-off date i.e. Monday, September 14, 2026, may obtain the login ID and password by sending a request at [email protected]. However, if the Member is already registered with CDSL, for remote e-voting, then he/she can use his/her existing user ID and password for casting the vote. Only a Member which entitled to vote shall exercise his/her/its vote through e-voting and any recipient of this Notice who has no voting rights as on the cut-off date should treat the same as intimation only.
18) In case of Joint holders attending the meeting, the joint holders who is highest in the order of names will be entitled to vote at the AGM.
19) Members may note that the Income-tax Act, 1961 (“the IT Act”) as amended by the Finance Act, 2020, mandates that dividend paid or distributed by a company on or after April 1, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of final dividend. To enable us to determine the appropriate TDS rate as applicable, members are requested to submit their PAN (the above PAN is linked with Aadhar only).
20) Pursuant to provisions of Section 72 of the Companies Act, 2013 and Rule 19 of the Companies (Share capital and Debentures) Rules, 2014, members holding shares in physical form are advised to file nomination in the prescribed Form SH-13 with the Company’s RTA. In respect of shares held in electronic/demat form, the members may please contact their respective depository participant.
21) SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities by October 1, 2023, and linking PAN with Aadhar by June 30, 2023 vide its circular dated March 16, 2023. Shareholders in physical mode are requested to submit their PAN, KYC and nomination details to the Company’s RTA, Niche Technologies Private Limited.. Members holding shares in electronic mode are, therefore, requested to submit their PAN to their DP. In case of holder of physical securities fails to furnish PAN and KYC details before October 1, 2023 or link their PAN with Aadhar before June 30, 2023, in accordance with the SEBI circular dated March 16, 2023, RTA is obligated to freeze such folio. The Securities in frozen folio shall be eligible to receive payment (including dividend) and lodge grievance only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the RTA/the Company shall refer such securities to the administering authority under Benami Transactions (Prohibitions) act, 1988, and/or the Prevention of Money Laundering Act, 2002.
22) At present the Company’s Equity Shares are listed on the Stock Exchange at BSE Limited, Mumbai (Securities Code : 531306) only and listing fees for the previous financial year 2025-26 and current financial year 2026-2027 of BSE Limited have been paid. Members are informed that the scripts of the Company have been activated both in Central Depositories Services Limited (CDSL) and National Securities Depository Limited (NSDL) and may be dematerialised under the ISIN – INE 590D 01016. The Custodian/Issuer fees for the previous financial year 2025-26 and current financial year 2026-2027 have been paid to CDSL as well as NSDL.
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DHP INDIA LIMITED
NOTES (continuing):
23) VOTING THROUGH ELECTRONIC MEANS:
I) Pursuant to Section 108 of the Companies Act, 2013 read with the Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company is pleased to provide its Members the facility of remote e-voting to exercise their right to vote at the Thirty-Fifth Annual General Meeting (AGM). The business may be transacted through e-voting services rendering by Central Depository Services (India) Limited (CDSL).
The Board has appointed Mr. Sushil Tiwari, Practicing Company Secretary (Membership No. ACS 6199 & Certificate of Practice No. 1903) as the Scrutinizer to scrutinize the remote e-voting and voting process at the Thirty-Fifth AGM in a fair and transparent manner.
II) THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(i) The voting period begins on Friday, September 18, 2026 (9:00 A.M. IST) and ends on Sunday, September 20, 2026 (5:00 P.M. IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Monday, September 14, 2026, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
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DHP INDIA LIMITED
NOTES (continuing):
23) VOTING THROUGH ELECTRONIC MEANS
II) THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER (Continuing):
Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL Depository | 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. |
| 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. | |
| 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. | |
| 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. | |
| Individual Shareholders holding securities in demat mode with NSDL Depository | 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. |
| 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. | |
| 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. | |
| 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Cont. page - 7
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DHP INDIA LIMITED
NOTES (continuing):
23) VOTING THROUGH ELECTRONIC MEANS
II) THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER (Continuing):
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911 |
| Individual Shareholders holding securities in Demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 |
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
(v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on "Shareholders" module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
| For Physical shareholders and other than individual shareholders holding shares in Demat. | |
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) |
| • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. | |
| Dividend Bank Details OR Date of Birth (DOB) | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. |
| • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field. |
(vi) After entering these details appropriately, click on "SUBMIT" tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
Cont. page - 8
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DHP INDIA LIMITED
NOTES (continuing):
23) VOTING THROUGH ELECTRONIC MEANS
II) THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER (Continuing):
(ix) Click on the EVSN for the relevant on which you choose to vote.
(x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
(xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
- It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] or [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
(xviii) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
-
For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id at [email protected] or [email protected] respectively.
-
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
Cont. page - 9
: 9 :
DHP INDIA LIMITED
NOTES (continuing):
23) VOTING THROUGH ELECTRONIC MEANS
II) THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER (Continuing): (xvli) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES (Continuing).
- For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
(xix) OTHER INSTRUCTIONS:
1) Shareholders can update their mobile numbers and e-mail IDs (which may be used for sending future communication (s) by writing to the Company email as [email protected] / RTA email as [email protected].
2) Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as of the cut-off date i.e. Monday, August 18, 2025, may obtain the login ID and password by sending an email to Company email [email protected] or RTA email [email protected] by mentioning their Folio No./DP ID and Client ID No.
3) A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on cut-off date only shall be entitled to avail the facility or remote e-voting or voting at the Meeting.
4) Mr. Sushil Tiwari, Practicing Company Secretary (Membership No. ACS 6199 & Certificate of Practice No. 1903), Properitor of M/s. Sushil Tiwari & Associates, Companies Secretaries, has been appointed as the Scrutinizer to scrutinize the remote e-voting process and voting at the AGM in a fair and transparent manner.
5) The Scrutinizer shall, immediately after the conclusion of e-voting at the AGM, first download the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolutions have been carried or not, and such report shall be sent to the Chairman of a person authorized by him, within 48 (forty eight) hours from the conclusion of the AGM, who shall then countersign and declare the result of the voting forthwith.
6) The result declared along with the report of the Scrutinizer shall be placed on the website of the Company at https://www.dilindia.co.in and on the website of CDSL at https://www.evoting.india.com immediately after the declaration of results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to the BSE Limited, Mumbai, where the shares of the Company are listed.
7) The voting right of shareholders shall be in proportion to their shares of the paid-up Equity Share Capital of the Company as on the cut-off date of Monday, September 14, 2026. A person who is not a member as on cut-off date should treat this notice for information purpose only.
8) The shareholders shall have one vote per equity share held by them as on the cut-off date of Monday, September 14, 2026. The facility of e-voting would be provided once for every folio / client id, irrespective of the number of joint holders.
Cont. page – 10
142
: 10 :
DHP INDIA LIMITED
NOTES (continuing) :
23) VOTING THROUGH ELECTRONIC MEANS
II) THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:
(xix) Other Instructions (Continuing):
9) Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Monday, September 14, 2026, and not casting their vote electronically, may only cast their vote at the Annual General Meeting.
10) Notice of the AGM along with attendance slip, proxy form along with the process instructions and the manner of conducting e-voting is being sent electronically to all the members whose e-mail IDs are registered with the Company / Depository Participant(s). For members who request for a hard copy and for those who have not registered their email address, physical copies of the same are being sent through the permitted mode.
11) Since e-voting facility (including Ballot Forms) is provided to the Members pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, voting by show of hands are not allowed.
12) A Member can opt for only one mode of voting i.e. either through e-Voting or by ballot. If a Member cast vote by both modes, then voting done through e-Voting shall prevail and ballot shall be treated as invalid.
13) The voting right of shareholders shall be in proportion to their shares of the paid-up Equity Share Capital of the Company as on the cut-off date of Monday, September 14, 2026. A person who is not a member as on cut-off date should treat this notice for information purpose only.
14) The shareholders shall have one vote per equity share held by them as on the cut-off date of Monday, September 14, 2026. The facility of e-voting would be provided once for every folio / client id, irrespective of the number of joint holders.
15) Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Monday, September 14, 2026, and not casting their vote electronically, may only cast their vote at the Annual General Meeting.
16) Notice of the AGM along with attendance slip, proxy form along with the process instructions and the manner of conducting e-voting is being sent electronically to all the members whose e-mail IDs are registered with the Company / Depository Participant(s). For members who request for a hard copy and for those who have not registered their email address, physical copies of the same are being sent through the permitted mode.
17) Since e-voting facility (including Ballot Forms) is provided to the Members pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, voting by show of hands are not allowed.
Cont. page – 11
: 11 :
DHP INDIA LIMITED
NOTES (continuing):
23) VOTING THROUGH ELECTRONIC MEANS
II) THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:
(xix) Other Instructions (Continuing):
18) Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Monday, September 14, 2026, and not casting their vote electronically, may only cast their vote at the Annual General Meeting.
19) Notice of the AGM along with attendance slip, proxy form along with the process instructions and the manner of conducting e-voting is being sent electronically to all the members whose e-mail IDs are registered with the Company / Depository Participant(s). For members who request for a hard copy and for those who have not registered their email address, physical copies of the same are being sent through the permitted mode.
20) Since e-voting facility (including Ballot Forms) is provided to the Members pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, voting by show of hands are not allowed.
(xx) Shareholders/Members who need assistance before or during the AGM, or have any queries or issues regarding e-voting, they may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected] or Contact at toll free no. 1800 21 09911.
(xxi) All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Vice President, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai – 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911.
24) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
Registered Office:
7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016.
Corporate Identity Number (CIN): L65921WB1991PLC051555
Date: 30th May, 2026
By Order of the Board of Directors
SD/-
SURUCHI TIWARI
Company Secretary-cum-Compliance Officer
DHP INDIA LIMITED
Corporate Identity Number (CIN) : L65921WB1991PLC051555
Registered Office : 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016
E-mail : [email protected], Website : www.diindia.co.in
“Annexure – 1”
Additional Information of Directors seeking appointment and re-appointment at the Thirty-Fourth Annual General Meeting as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Annexure as referred to in the Note Nos. 3 & 4 on Notice and Item Nos. 3 of the Notice)
| Sl. No. | Name of Director | Sri Janak Bhardwaj |
|---|---|---|
| 1 | Director Identification Number | DIN- 00047641 |
| 2 | Date of Birth | 05-07-1963 |
| 3 | Date of First Appointment & Gap if any, | 25-06-1998 |
| 4 | Educational Qualification | D.M.E. |
| 5 | Expertise in specific functional areas | Service |
| 6 | Chairmanship/Membership of Committees in this Company | None |
| 7 | Present Status of directorship in this Company | Executive Director |
| 8 | Directorship in other Public Limited Companies | None |
| 9 | Chairmanship/Membership of Committees in other Public Limited Companies | None |
| 10 | Number of Meeting of the Board attended during the year | 5 out of 5 |
| 11 | Relationship with other Directors | None |
| 12 | Shareholding as on 31st March, 2026 | Nil |
| 13 | Seeking appointment/re-appointment | Retire by rotation and seeking re-appointment |
| 14 | Rotational Status | Retire by Rotational Director |
| 15 | Tenure of appointment, if applied | Not Applicable |
Registered Office :
7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016.
Corporate Identity Number (CIN) : L65921WB1991PLC051555
By Order of the Board of Directors
SD/-
SURUCHI TIWARI
Company Secretary-cum-Compliance Officer
Date : 30th May, 2026
DHP INDIA LIMITED
Attendance Slip
Corporate Identity Number (CIN): L65921WB1991PLC051555
Registered Office: 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016
E-mail: [email protected], Website: www.dilindia.co.in
Thirty-Fifth Annual General Meeting at Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata–700 071 held on Monday, 21st September, 2026
Folio No. _____ DP ID No. ____ Client Id No. ______
Name of the Member _____ Signature _______
Name of the Proxy holder _____ Signature _______
I certify that I am registered shareholder / proxy for the registered shareholder of the Company.
I hereby record my presence at the Thirty-Fifth Annual General Meeting held on Monday, 21st September, 2026.
Member’s / Proxy’s Signature _________
Note: Shareholders / Proxy holders desiring to attend the meeting should bring their copy of the Annual Report as the same will not be distributed again at the meeting.
DHP INDIA LIMITED
Form of Proxy
Corporate Identity Number (CIN): L65921WB1991PLC051555
Registered Office: 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016
E-mail: [email protected], Website: www.dilindia.co.in
PROXY FORM – Form NO. MGT-11
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)
Thirty-Fifth Annual General Meeting at Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata–700 071 held on Monday, 21st September, 2026
Name of the Member(s): _________
Registered address: _________
E-mail Id: _________
Folio No./Client ID No.: _____ DP Id No.: _______
I/We, being the member(s) of _________ shares of DHP India Limited, hereby appoint
Name: _____ E-mail Id: _______
Address: _____ Signature: _______
or failing him/her
Name: _____ E-mail Id: _______
Address: _____ Signature: _______
or failing him/her
Name: _____ E-mail Id: _______
Address: _____ Signature: _______
as my / our proxy to attend and vote (on a poll) for me / us on my / our behalf at the THIRTY-FIFTH ANNUAL GENERAL MEETING of the Company to be held on Monday, 21st September, 2026 at 11.00 A.M. and / or any adjournment thereof in respect of such resolutions as are indicated below :-
i. Adoption of Standalone Financial Statements like Statement of Profit & Loss, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement, and Report of Board of Directors and Auditors for the year ended March 31, 2026.
ii. Declaration of dividend of Rs.4/- per Equity Shares (@40%) for the financial year 2025-26.
iii. Re-appointment of Sri Janak Bhardwaj as a Director of the Company who retire by rotation.
Signed this _ day of _, 2026
Affix Revenue Stamp
Signature of shareholder _____ Signature of Proxy holder(s) _______
Note: 1. The Proxy must be deposited at the Registered Office of the Company at 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata-700 016, not less than 48 hours before the time for holding of Annual General Meeting (on or before September 19, 2026 at 11.00 a.m.).
- The form should be signed across the stamp as per specimen signature registered with the Company.
DHP INDIA LIMITED
BALLOT FORM
Corporate Identity Number (CIN) : L65921WB1991PLC051555
Registered Office : 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016
E-mail : [email protected], Website : www.dilindia.co.in
(For voting for the resolutions to be passed at the Thirty-Fifth Annual General Meeting of the Company to be held on Monday, the 21st day of September, 2026 at 11.00 A.M. at "Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata – 700 071)
Name of Member/Proxy attending meeting :
Name of Shareholders :
Folio No./Client ID No. _____ DP ID NO. _______
No. of Equity Shares Held _________
I/We hereby exercise my/our vote in respect of the Resolution to be passed through ballot for the business stated in the Notice of the Company dated 30th May, 2026 by conveying my/our assent or dissent to the said Resolution by placing the tick (✓) mark at the appropriate box below :
| Resolution Sr. No. | Description | I/we assent to the resolution (FOR) | I/We dissent to the resolution (AGAINST) |
|---|---|---|---|
| ORDINARY BUSINESS | |||
| 1 | Ordinary Resolution to consider and adopt the Audited Financial Statements (including the Standalone Financial Statement like Balance Sheet, Statement of Profit & Loss, Statement of Changes in Equity, Cash Flow Statement and other Financial Reports) together with Report of the Board of Directors and Auditors report for the year ended March 31, 2026. | ||
| 2 | Ordinary Resolution to declare a final dividend of Rs.4 per Equity Shares (i.e. @40% of Share Capital of the Company) for the financial year ended March 31, 2026. | ||
| 3 | Ordinary Resolution seeking approval for re-appointment of Director Sri Janak Bhardwaj (DIN : 00047641), who retire by rotation and, being eligible offer himself for re-appointment. |
Signature of Member/Proxy Voting
Notes : This Ballot Form shall be used by the Shareholders/Proxy holders who does not have access to the e-voting system.
DHP INDIA LIMITED
Corporate Identity Number (CIN): L65921WB1991PLC051555
Registered Office: 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016
E-mail: [email protected], Website: www.dilindia.co.in
A Route Map of Place of 35th Annual General Meeting to be held on Monday, 21st September, 2026 at 11. A.M. to Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata – 700 071, is given below as per requirement of Secretarial Standard - 2
DHP INDIA LIMITED
CIN: L65921WB1991PLC051555
Regd. Office: 7B Shreelekha, 7th Floor, 42A, park Street, Kolkata 700 016, India
Phone: (033) 2229-5735/7995, 4600-2601/2602
E-mail: [email protected] ; Website: www.dilindia.co.in
NOTICE OF THE 35TH ANNUAL GENERAL MEETING AND INFORMATION ON BOOK CLOSURE AND REMOTE E-VOTING
NOTICE is hereby given that the 35th Annual General Meeting of the Members of the Company will be held on Monday, the 21st day of September, 2026 at Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata – 700 071 at 11:00 A.M to transact the business as set out in the notice of the 35th AGM.
In compliance with the recent circulars of Ministry of Corporate Affairs ("MCA") in this regard, soft copies of the notice convening the 35th AGM and the Annual Report for the FY 2025-26 will only be sent through e-mail to all the shareholders whose e-mail address are registered with the Company /Company's Registrar and Share Transfer Agent (RTA) i.e. Niche Technologies Private Limited/Depository Participants. The notice will also be available on the Company's Website at www.dilindia.co.in and on the website of the Stock Exchange where equity shares of the Company are listed viz. www.bseindia.com.
Members holding shares in physical mode are requested to send their e-mail address, PAN, Bank account etc. to the RTA on email address [email protected] or Company on email address [email protected].
Members holding shares in physical mode and who have not yet updated their mandate for receiving dividend directly into their bank accounts through any RBI approved electronic mode of payment may inform via email to the Company or RTA on their bank Mandate particulars copy of papers duly scan.
However, if the Company is unable to transfer the dividend entitlements directly through the RBI approved electronic modes, the Company shall dispatch the Dividend Warrants/Dividend Drafts to such members.
Members holding shares in demat mode should update their email addresses and bank mandate directly with their respective Depository participants.
Pursuant to the provisions of Section 91 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, as amended, and Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and the Share Transfer Books of the Company will remain closed from Tuesday, September 15, 2026 to Monday, September 21, 2026 (both days inclusive) for the purpose of Annual General Meeting (AGM) and determining the names of members eligible for Final Dividend to be declared on equity shares for the financial year ended March 31, 2026, if any.
In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has availed the services of Central Depository Services (India) Limited (CDSL) to provide e-voting platform to the members of the Company. All business contained in the notice of ensuing AGM may be transacted through remote e-voting facility.
The remote e-voting period shall commence on Friday, September 18, 2026 (9:00 A.M. IST) and ends on Sunday, September 20, 2026 (5:00 P.M. IST). During the e-voting period, members of the Company, holding shares either in physical form or dematerialized form, as on the cut-off date, i.e., on Monday, September 14, 2026 will be eligible to cast their vote electronically. Voting rights shall be in proportion to the number of shares held. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, it cannot be changed subsequently. Members who have cast their vote by remote e-voting may also attend but shall not be allowed to vote again at the AGM.
At the AGM, facility for voting through ballot paper shall be made available only to the members as on the cut-off date, who have not cast their vote through remote e-voting, shall be entitled to exercise their right to vote at the AGM through ballot paper.
Any person, who acquires the shares of the Company and becomes a Member of the Company after dispatch of Notice of the AGM and holds shares as on the cut-off date may obtain the User ID and Password by sending a request to [email protected] for issuance of User ID and Password to exercise their vote by electronic means. However, if a person is already registered with CDSL for e-voting then existing User ID and Password can be used for casting vote.
In case of any query relating to the e-voting by electronic means, members may refer to the Frequently Asked Questions (FAQs) for members and remote e-voting user manual for members available under the 'Downloads' section of CDSL's e-voting website. Members may even write to the undersigned at the Company's Registered Office or at Designated E-mail ID: [email protected] in this regard.
For DHP INDIA LIMITED
Place: Kolkata
Date: May 30, 2026
SDA
Suruchi Tiwari
Company Secretary & Compliance Officer