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30-05-2025 | 01:30 pm

BHP INDIA LIMITED

Corporate Identity Number (CIN) : L65921WB1991 PLC051555ISO 9001. ISO 14001 andISO 45001 Certified Company

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 : info@dhpindia.com

Ref : 19(B)(B)/Bog IS

30/05/2025

The General Manager/Asst. General Manager - Depth Of Corporate Services,

Bombay Stock Exchange Ltd., [Securities Code : 531306]

25, P. J. Towers, DalaI Street, Mumbai - 400 001.

Dear Sir, Re : DHP INDIA LIMITED [ISIN : INE590D01C)16, Sec.Code BSE-5313061

Sub : Intimation of date of 34TH AGM will be held on 25/08/2025 & date of Book Closure from

19/08/2025 to 25/08/2025 (both day inclusive i.e. Record Dt. 18/08/2025 for payment of dividend)

and Recommendation of dividend of Rs.4/- per Equity Shares (@40%) for year ended 31/03/2025

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 30/05/2025 at 12.00 P.M. to 12.30

P.M. approved the Draft Notice for calling of 34th Annual General Meeting to be held on 25/08/2025 (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 30/05/2025, recommended a final equity

dividend of F.Y. 202+25 i.e. Year Ended 31/03/2025 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 j9th

August, 2025 (Tuesday) to 25th August, 2025 (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 Ws. Niche Technologies Pvt. Ltd. 3 A, Auckland Place, 7th Floor, Room

No. 7A & 7B, Kolkata - 700 017 by close of business on Monday, the j8th August, 2025 i.e. Record date, will be

eligible for dividend, if any approved by the shareholders in ensuing Annual General Meeting and to attending

in 34th A.G.M. The above information provided as per requirement of Regulation 42(2) of the SEBI (LODR)

Regulations, 2015.

4) Date, place and time of 34a1 A.G.M. : 34th Annual General Meeting will be held on 25/08/2025 (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 31/03/2025 and Re-

appointment of Rotational Director, Appointment of Independent Director, Re-appointment of Statutory

Auditors and Appointment of New Secretarial Auditors etc. as circulated in Notice.

We confirm that all equjty shares received for transfer 1(one) month’s prior to the date of intimation have been dUIY

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 34th Annual

General Meeting to be held on 25/08/2025, 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,For

Yours faithfully,

DHP INDIA LIMITED

Enclo. : As stated above

Singh][Ashok

Chief Financial Officer

Factory : Dhulagarh Industrial Park, P.O. Kanduah, P.S. Sankrail, N.H.-61 Howrah 711

Tel : (+91 ) 76050-00585, 76050-00586

302, West Bengal

----------------Page (0) Break----------------

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 : info@dhpindia.com, Website : www.dilindia.co.in

ANNEXURE TO THE NOTICE DATED 30TH MAY, 2025 FOR THE 34TH ANNUAL GENERAL MEETING OF THE

COMPANY TO BE HELD ON MONDAY, THE 25TH DAY OF AUGUST, 2025 AT 11.00 A.M.

1. Name and Registered Address of Sole/First named Member :

2. Joint Holders Name (if any)

3. Registered Folio No. / DP ID & Client ID8:

(+ Applicable to investors holding shares in demat form)

4. Number of Equity Shares Held :

DeF Shareholder,

Subject: Process and manner for availing E-voting facility

Pursuant to Provisions of Section 108 of the Companies Act, 2013, Rule 20 ofthe 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 34TH Annual General Meeting (AGM) Will be held on

Monday, the 25lh August, 2025 at 11.00 A.M. at Y.W.C.A. Gall\yay House, 1 Middleton Row, Kolkata – 700 071.

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.

Lrticumvms

(E-Voting Sequence

Number

PAN / Sequence No

ill be available during the following voting perio

Remote e-Voting Start On

Friday, 22ND August, 2025

Remote e-Voting End On

Please read the instructions mentioned in the Notice of the Annual General Meeting before exercising your vote.

Registered Office : By Order of the Board of Directors

7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016.

Corporate Identity Number (CIPD : L65921 WB1991PLC051555SD/-

Date :30thMay, 2025SURUCHITIWARI

Company Secretary-cum-Compliance Officer

Enel : AGM Notice (with Notes) / Attendance Slip / Proxy Form / Ballot Form / Annual Report / AGM Route MAP

----------------Page (1) Break----------------

DHP INDIA LIMITED

Corporate Identity Number (CIN) : L65921WB1991PLC051555

Registered Office : 7B, Shreelekha, 7th. Floor, 42A, Park Street, Kolkata – 700 016

E-mail : info@}dhpindia.com, Website : www.dilindia.co.in

NOTICE

NOTICE IS HEREBY GIVEN THAT the Thirty-Fourth (34U1 ) Annual General Meeting (AGM) of the

Members of DHP INDIA LIMITED (“the Company”) will be held on Monday, the 25th August, 2025 at

11.00 A.M. at Y.W.C.A. Gallway House, I 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) df the Company for the

financial year ended March 31, 2025 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, 2025 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 3 1, 2025.

“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 3 1, 2025 and the same be paid out of the profits of the Company for the financial yea

ended March 31, 2025.”

Item No. (3)-Re-appointment of Smt. Anjum Dhandhania (DIN:00058506) as a director liable to retire

by rotation :

To appoint a directors in place of Smt. Anjum Dhandhania (DIN: 00058506), 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, Sri Janak Bhardwaj was subject to retirement by rotation and was appointed by

shareholders. To the extent that Smt. Anjum Dhandhania is required to retire by rotation, she would

need to be re-appointed as Non-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 Secti6n 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 Smt. Anjum Dhandhania (DIN :

00058506) as a Non-Executive Director, to the extent that she is required to retire by rotation.”2

'ont. page

----------------Page (2) Break----------------

DHP INDIA LIMITED

NOTICE

SPECIAL BUSINESS : Ordinary Resolutions :

Item No. (4)–Re-Change of Secretarial Auditors :

The Existing Secretarial Auditors M/s. Sushi1 Tiwad & Associates, Companies Secretaries, retire

after signing of this Secretarial Audit Report, and as per new requirement the Secretarial Auditor

will be appointed on or after 1 st April, 2025 is subject to approval of shareholders and not related

to any employees. However, the Board appointed a New Secretarial Auditor Mrs. Alpana. Sethia,

Companies Secretaries, (ACS-15758, CP No.5098 & Peer Review Cert.No.12002WB336200) fOI

a Block of 5 years from F. Y.2025-26 to F. Y.2029-30 (from 01/04/2025 to 31/03/2030), and to fix

their remuneration, and if thought fit, to pass with or without modification(s), the following

Resolution as an Ordinary Resolution:

"REOLVED THAT pursuant to the provisions of Section 204(1) of the Companies Act 2013 rule

9 of the Companies (Appointment and Remuneration personnel) Rules 2014 and other applicable

provisions if any of the Companies Act 2013, Consent of the Board is be and is hereby given for

appointment of Mrs. Alpana Sethia, Practicing Company Secretaries [Membership

No.ACS-15758 & C.P.No.-'5098] having peer review Certificate No. 12002WB336200, as

Secretarial Auditors of the Company for a Audit Period of Block of Five (5) years from FY 2025-

26 to FY 2029-30 (from 01/04/2025 to 31/03/2030) of the Company be and is hereby authorized

to fix the remuneration from time to time in consultation with Audit Committee, as set out in the

Explanatory Statement annexed to the Notice convening this Meeting.”

“FURTHER RESOLVED THAT Mrs. Alpana Sethia, Practicing Company Secretaries

[Membership No.ACS-15758 & C.P.No.-5098] will hold office from the conclusion of this

meeting, subject to approval of shateholders in 34TH AGM until the conclusion of the ensuing next

3 8th Annual General Meeting will be held in 2030, and they shall conduct the Secretarial Audit for a

Block of Five Audit Period from F,. Y.2025-26 to F. Y.2029-30 (from 01/04/2025 to 31/03/2030).”

“RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to

file necessary forms with Registrar of Companies and to do all such act, deeds and things as may be

considered necessary to give effect to the above said resolution"

SPECIAL BUSINESS : Ordinary Resolutions :

Item No. (5)–Re- Reappointment of Statutory Auditors :

The Existing Statutory & Tax Auditors M/S. NKSJ & ASSOCIATES, Chartered Accountants [Firm

Reg.No.329563E] retire from the office on the conclusion of34d1 AGM of the Company. The above firm seeking for re-

appointment and give their consent. The “Audit Committee” recommend and “The Board” approve their proposal of Re-

appointment for a Audit period of Five (5) years from FY 2025-26 to FY 2029-30 ( aom 01/04/2025 to 31/03/2030), ),

and to fix their remuneration, and if thought at, to pass with or without modification(s), the

following Resolution as an Ordinary Resolution:

"REOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions

of the Companies Act, 2013 and the Rules mad thereunder, as amended or reenacted from time

to time) and the retirement of existing Statutory & Tax Auditors M/S. NKSJ & ASSOCIATES,

Chartered Accountants [Firm Reg.No.329563E] at 34th AGM held in 2025, the consent of the Company

be and is hereby accorded to RE-appoint the Statutory & Tax Auditors M/S. NKSJ & ASSOCIATES,

Chartered Accountants [Firm Reg.No.329563E for a Audit Period of Block of Five (5) years from FY

2025-26 to FY 2029-30 (from 01/04/2025 to 31/03/2030) of the Company be and is hereby

authorized to fix the remuneration from time to time in consultation with Audit Committee, as

set out in the Explanatory Statement annexed to the Notice convening this Meeting.”

"RESOLVED FURTHER THAT Board of Directors of the Company be.and is hereby authorized

to file necessary forms with Registrar of Companies and to do all such act, deeds and things as

may be considered necessary to give effect t%g]€~pbove said resolution"

Cont. page3

----------------Page (3) Break----------------

DHP INDIA LIMITED

NOTICE

SPECIAL BUSINESS : Special Resolutions :

Item No. (6)–To approve the fresh Appointment of Sri Surajit Raha (DIN-07019436) - who is retired as

Non-Executive Independent Director from the Board on 31/03/2025 and after a two months gap again

seeking fresh appointment), as a Non-Executive Independent Director (Non Rotational Director)

of the Company for a period of 5(five) years from 30th May, 2025 to 29th May, 2030.

To consider and if thought fit to pass with or without modifications(s) of the following resolution as

an Special Resolution :

“RESOLVED THAT, pursuant to provisions of section 149, 150, 152, 161, Schedule iV and other

applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder,

and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, (“the LODR Regulations”) [including any statutory modification(s) or re-

enactment(s) thereof, for the time being in force], and Articles of Association of the Company,

approval and recommendation of the Nomination and Remuneration Committee and that the Board,

Mr. Surajit Raha (DIN : 07019436), a Non-Executive and Independent Director of the Company, who was retired

on March 31, 2025, and seeks a nesh appointment for a further period of 5 (five) years from May 30, 2025 to May 29,

2030, and who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the

A,t and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect

of whom the Company has received a notice in writing from a member under Section 160 of the Act

and who is eligible for appointment, be and is hereby appointed as a Non-Executive and Independent Director (Non-

Rotational Director), be and is hereby appointed as an Independent Director of the Company for a further

period of 5(five) years with effect aom May 30, 2025 to May 29, 2030, and that he shall not be liable to retire by

rotation, as set out in the Explanatory Statement annexed to the Notice convening this Meeting.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of

the powers to any committee of directors with power to hrrther delegate to any other

Officer(s)/Authorised Representative(s) of the Company to do all acts, deeds and things and take all

such steps as may be necessary, proper or expedient to give effect to this resolution.”

Registered Office : By Order of the Board of Directors

7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016.

Corporate Identity Number (CIN) : L65921WB1991PLC051555 SD/-SURUCHI TIWARI

Dated : 30th May, 2025 Company Secretary-cum-Compliance Officer

Enclosed : Notes (forming part of Notice)

16 3

grt

----------------Page (4) Break----------------

DHP INDIA LIMITED

Corporate Identity Number (CIN) : L65921WB1991PLC051555

Registered Office : 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016

E-mail : info@dhpindia.com, 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 ISENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD

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

can'ying 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 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 in respect of the

Special Business – Ordinary Resolution under the Change/appointment of New Secretarial Auditors

and Reappointment of Statutory Auditors and Special Business – Special Resolution under fresh

Appointment of Independent Directors at the TIHrty-Fourth Annual General Meeting under item Nos.

4, 5, & 6 of the accompanying Notice is annexed thereto.

4)Additional Information of Directors seeking re-appointment by rotation in respect of the OrdinarY

Business-Ordinary Resolution under item No. 3 and Appointment of Independent Directors in respect

of the Company of Special Business-Special Resolution under item Nos. 6 at the ThirtY-Fourth Annual

General Meeting as required under Regulation 36 of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) RegBlations, 2015 and a brief resume to each of

the Directors proposed to be appointed/re-appointed at this AGM, nature of their expertise in specific

Rmctional areas> names of companies in which they hold directorship and membership/chairmanships

of Board Committees9 Shareholding and relationsldp between directors inter se as stipulated under

Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regplations 20159 and other requisite information as per clause 1.2.5 of Secretarial

Standa'd-2 of Annual General Meetings, are provided in Annexure-1.

Corporate Members are required to send a certified true copy of the Board Resolution, pursuant to

section 1 13 of the Companies Act, 2013, authorising their representatives to attend and vote on theiI

behalf at the Annual General IVEeeting.

The Securities and Exchange Board of India (“SEBl”) has mandated the submission of Permanent

Account Number (PAN) by every participM 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.

Cont. page – 2649

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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 hojding. 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 writings 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. 2024-25 (Year Ended March 31, 2025) is uploaded on

the Company’s website at www.dilindia.co.in and is being send 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, 3 A, 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-

Fourth 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 send 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 2024-25 (Year Ended March 31, 2025) are being send through

permitted mode. For any communication the Members may also send requests to the Company’s email

ID at : info@dhpindia.com .

9)The register of directors and key managerial personnel mlP) 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 1 1:00 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 Pennanent

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 dematedalize 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

Tuesday, the 19th August, 2025 to Monday, the 25tl1 August, 2025 (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.a

Cont. page - 3

----------------Page (6) Break----------------

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 WSDL) and the Central Depository Services (India) Limited (CDSL)

as of the close of business hours on Monday, the 18tl1 August, 2025;

b) all those Members whose names appear in the Register of Members of the Company at the end of

business hours on Monday, the 18th August, 2025, 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 18th August, 2025.

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 3 1 st March, 2017 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 (ACCOUnting9

Audit, Transfer and Refund) Rules, 2016, as amended aom 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 Colporate Affairs (www.mca.gov.in). During the curTent financial year ended from April

19 2024 to March 319 20259 the Company has trmlsferTed the unpaid or unclaimed dividend of FY

2016-17 to the Investor Education and Protection Fund. Those Members, who have not encashed

their dividends for the FY 2017-18 to FY 2023-24, are requested to cjaim it Bom the CompanY

immediately.

Information in respect of such unclaimed dividend when due for transfer to the said Fund is given below:-

cial Date of declaration Last date for claiming Due date for transfer

A a of dividend unpaid dividendm1 8 24/09/2018 23/09/2025

22/10/202512. 31/03/2019 20/09/2019 19/09/2026

18/10/20263. 31/03/2020 28/09/2020 27/09/2027

26/10/20274. 31/03/2021 27/09/2021 26/09/2028 '

25/10/20285. 31/03/2022 26/09/2022 25/09/2029

24/10/20296. 31/03/2023 25/09/2023 24/09/2030

23/10/20307. 31/03/2024 29/07/2024 28/07/2031

27/08/2031

15)Pursuant to the provisions of Sec..lions 124(6) of the Companies Act, 2013 and the Investor Educatior}

and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules9 20161 as amended

aom Umd 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 Uansfened by the CompanY to

Investor Education and protection Fund (“IEPF”).

During the current financial year ended from April 1, 2024 to March 31, 2025, the Company has

transferred the shares of constant unclaimed dividend from financial year ended 31st March, 2017 tO

till date to the Investor Education and Protection Fund. The Company has also written to the

concelb Shareholders intimating them their particulars of the EquitY ShaFes 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 Uansfer2 the

Shareholders will be able to claim this Equity Shares only hom the IEPF AathoritY bY making and

online application, the details of which are available at www.iep£gov.in- All correspondence shouIc!

be addis'sed to the RTA of the Company M/s. Niche Technologies Private Limited, 3 A, Auckland

Place, 7th Floor, Room No. 7A & 7B, Kolkata-700017) Tel : 033-22806616, Email

nichetechpl@nichetechpl.com.

Cont. page - 4

----------------Page (7) Break----------------

DHPINDIALIMITED

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,

August 18, 2025. 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 aaer

dispatched of the Notice, hold shares as of the cut-off date i.e. Monday, August 18, 20252 may obtain

the login ID and password by sending a request at helpdesk.evoting@cdslindia.com. 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)NZlembers may note that the Income-tax Act, 1961 (“the IT Act”) as ambnded 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 fulnishing the complete documents. If the

securities continue to remain frozen as on December 3 1, 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 : 53 1306) only and listing fees for the previous financial year 2023-24 and

cun'ent financial year 2024-2025 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 Depositoly Limited (NSDL) and may be dematerialised under the ISIN –

INE 590D 01016. The Custodian/Issuer fees for the previous financial year 2024-25 and current

financial year 2025-2026 have been paid to CDSL as well as NSDL.

Cont. page - 5

----------------Page (8) Break----------------

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-Fourth 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 (Membershp No.

ACS 6199 & Certificate of Practice No. 1903) as the Scrutinizer to scrutinize the remote e-voting

and voting process at the Thirty-Fourth AGM in a fair and transparent manner.

II) THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

(i) The remote e-voting period begins on Friday, August 22, 2025 (9.00 a.m. IST) and ends on

Sunday, August 24, 2025 (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, August 18, 2025, may cast their vote electronically. The remote e-voting

module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders/Members holding shares in physical or in demat form as on the cut-off date (record

date) of Monday, August 18, 2025, shall only be eligible for e-voting. Shareholders/Members

who have already voted prior to the Meeting would not be entitled to vote at the Meeting.

(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

Cun'ently, 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 usei

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 ofDepositories/ 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.

(iv) in tenns ofSEBI 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

Deposit01), Participants. Shareholders are advised to update their mobile number and email Id in

their demat accounts in order to access e-Voting facility.'a

Cont. page – 6

----------------Page (9) Break----------------

DHP INDIA LIMITED

NOTES (continuing) :

23) VOTING THROUGH ELECTRONIC MEANS

II) THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual

shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of

shareholders

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 URL for users to login to Easi / Easiest are

https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on

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 i.e.

C'DSL/NSDL/B,ARVY/LINKINTIME, 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 https://web.cdslirHia.com/myeasi/Registration/EasiRegistration and click on

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 or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. 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 directIY access the SYstem of all

e-Voting Service Providers.

=M®%Ti=fmMm)eAS facility, please visit the e-Serviceswebsite of NSDL. Open web browser by typing the following

URL:

https://eservices.nsdi.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 unda

“Login” which is available under 'IDeAS’ section. A new screen will open. You will

hav; to enter your User ID and Password. ABer 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 servlce

provider name and you will be re-directed to e-Voting service provider website for

Lasting your vote during the remote e-Voting period or joining virtual meeting & voting

during the meeting.

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/SecunW eb/ideasDirectReg.jsp

Visit the e-Voting website of NSDL. Open web browser bY tYping the following URL:

::ls: /iv::\r=

F=tel: is :::

::1/ i

: ifIT:

cI:e

)PS i:

1:l :1:1 ?:PouI :rLoOrgTB )al:IT:IT ?iSIIT Fall

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/C)TP and a Verification Code as shown on the screen. After successfuI

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 Deriod or joining_virtual meeting & voting during the meetin

Cont. page – 7

Individual

Shareholders

holding

securities in

demat mode w

ith NSDL

Depository

----------------Page (10) Break----------------

: 7 :

DHP INDIA LIMITED

NOTES (continuing) :

23) VOTING THROUGH ELECTRONIC MEANS

II) THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and ioining virtual meetings for Individual

shareholders holdisecurities in Demat mode CDSL/NSDL’en below

LoginmiM

Individual

ShareholdersYou can also login using the login credentials of your demat account through your

(holdingDepository Participant registered with NSDL/CDSL for e-Voting facility. Afterin

Successful login, you will be able to see e-Voting option. Once you click on e-Votingsecurities

demat mode)option, you will be redirected to NSDL/CDSL Depository site after successful

authentication, wherein you can see e-Voting features. Click on company name or e-login through

Voting service provider name and you will be redirected to e-Voting service providertheir

Depositorywebsite for casting your vote during the remote e-Voting period or joining virtual

Participantsmeeting & voting during the meeting

(DP)

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.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to

jogjn through Depository i.e. CDSL and NSDL

Logjnle

-f;;aividual Shqreholders holding

securities in Demat mode with CDSL

HeIDdesk detailsM;lMfmial

can contact CDSL helpdesk by sending a

!cdslindia..com orrequest at helpdl

contact at a toll free no. 1800 22 55 33

Individual Shareholders holding

securities in Demat mode with NSDL

-;ny technical issue in login

can contact NSDL helpdesk by sending a

request at evoting@nsdl.co.in or call at : 022

4886 7000 and 022 - 2499 7000

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and

shareholders other than individual holding in Demat form.

1) The shareholders should log to the e-voting website www.evotingindia.com.

2) Click on “Shareholders/Members” 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, and

registered with the Company.

4) Next enter the Image Verification as displayed and Click on “Login”.

5) if Shareholders/Members holding shares in dematerialized form logged on to

www.evotingindia.com and voted on an earlier e-voting of any company, then your existing

password is to be used.

Cont. page – 8

----------------Page (11) Break----------------

DUPINDIALIMITED

NOTES (continuing) :

VOTING THROUGH ELECTRONIC MEANS

II) THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders

other titan individual hotding in Dewtat form (Cont.).

23)

If Shareholders/Members are first-time user then follow the steps given below

For Physical Shareholders and other than individual shareholders holding shares in

Dematerialised Form

Enter your 10 digit alpha-numeric PAN issued .by Income Tax DepartmenPAN

(Applicable for both demat shareholders as well as physical shareholders)

thewiththeir PANhave not updated• Shareholderswho

C'ompany/Depository Participant are requested to use the sequence number

Ly/RTAsent by ComDany/RTA or contact Com

Enter the Dividend Bank Details or Date of BiITh (in dd/mm/yyyy format)Dividend

recorded in your demat account or in the company records in order to login.Bank Details

OR(DBD)

If both the details are not recorded with the depository or company then pleaseDate of Birth

enter the Member ID / Folio Number in the Dividend Bank Details field(DOB

(Vi)After entering these details appropriately, click on “SUBMIT” tab.

(va)Shareholders/Members holding shares in physical form will then directly reach the Company

selection screen. However, shareholders/members 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 strongIY

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 onIY for e-voting on

the resolutions contained in this Notice.

(iX)

(X)

click on the EVSN for the relevant Company Name i.e.<DHP INDIA LIMITED> on which

you choose to vote.

On the voting page, shareholders/members will see “RESOLUTION DESCRIPTION” and

against the same the option “YES” or “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)Shareholders/Members should Click on the “RESOLUTIONS FILE LINK’ if theY wish to

view the entire Resolution details.

(XII)After selecting the Resolution they have decided to vote on9 theY should click on “SUBMIT”'

A confirmation box will be displayed. If they wish to cornrm their vote, click on “OK”, else

to change their vote, click on “CANCEL” and accordingIY modifY their vote.

(xiii) Once they “CONFIRM” their vote on the resolutkn, they will not be allowed to modifY theiI

vote

----------------Page (12) Break----------------

: 9 :

DHP INDIA LIMITED

NOTES (continuing) :

VOTING THROUGH ELECTRONIC MEANS

II) THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

23)

(XIV)They 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 shareholders has forgotten the login password then Enter the User ID and

the image vedncation 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 & Custodians – For Remote Voting

Only

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian

are required to log on to https://www.evotingindia.com and register themselves in the

“Corporates” module.

• A scanned copy of the Registration Form bearing the stamp & signed of the entity should

be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a “Compliance User” should be created using the admin

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.

eAlternatively Non Individual shareholders are required 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; sushiltiwari ,associates@rediffmail.com or info@dhpindia.com,

if they have opted from individual tab & not uploaded same in. the CDSL e-voting system

for the scrutinizer to verify the same on or before Saturday, 23rd September, 2023, up to

3.00 p.m. without which the vote shall not be treated as valid.

(xviii) PROCESS FOR THOSE SHARF,HOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT

REGISTERED WITH THE COMPANy/DEPOSITORIES :

1 ) For shareholders holding shares in physical form – please provide necessary details

like Folio No., Name of shareholders, 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’s email ID at

info@dhpindia.com or nichetechpl@}nichetechpl.com respectively.

2)For Demat shareholders – Please update your email ID & Mobile No. with your

respective Depository Participant (DP).

/gP;},'

:KaL-$H.}b

Cont. page – la

----------------Page (13) Break----------------

DHP INDIA LIMITED

NOTES (continuing) :

VOTING THROUGH ELECTRONIC MEANS

II) THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

(xviii) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT

REGISTERED WITH THE CONIPANY/DEPOSITORIES (Cont.) :

23)

3) 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.

4)For shareholders holding shares in dematerialised form – please provide Demat

account details (CDSL- 16 Digit beneficiary ID or NSDL-16 digit DPID+CLID),

Name of shareholders, client master or copy of Consolidated Account statement,

PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned

copy ofAadhar Card) by email to Company/RTA’s email ID at info@dhpindia.com

or nichetechpl@nichetechpl.com respectively.

5) The Company/RTA shall co-ordinate with CDSL and provide the login credentials

to the aforesaid shareholders.

(xix) OTHER INSTRUCTIONS :

1) Shareholders can update their mobile numbers and e-mail IDs (which maY be used

for sending future commtuication (s) by writing to the Company email as

info@dhpindia.com / RTA email as nichetechpl@nichetechp1.com.

2)Any person who acquires shares of the Company and beQomes a member of the

Company aBer 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 info@dhpindia.com or RTA email

nichetechpl@nichetechpl.com by mentioning their Folio No./DP ID and Client ID

3) A person, whose name is recorded in the Register of Members or in the Register of

Beneficial Owners maintained by the Depositories as gn cut-off date only shall be

entitled to avail the facility or remote e-voting or voting at the Meeting.

4)W. Sushil Tiwari, Practicing Company Secretary (Mernbaship No. ACS 6199 &

Certificate of Practice No. 1903), Properitor of M/s. Sushil Tiwad & ASSOciateS9

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 AGM9 who shall then countersign and declare the result of the voting forthwith.(1)

Cont. page – Il

----------------Page (14) Break----------------

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) :

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 C'DSL

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,

August 18, 2025. 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, August 18, 2025. The facility of e-voting would be provided

once for every folio / client id, irrespective of the number of joint holders.

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, August

18, 2025, 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,

August 18, 2025. 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, August 18, 2025. The facility of e-voting would be provided

once for every folio / client id, irrespective of the number of joint holders.

Cont. page – 12

----------------Page (15) Break----------------

KaL-\b

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) :

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, August

18, 2025, 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.

(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 helpdesk.evoting(Z}cdslindia.com or Contact at toll free no. 1800 22 55

(XXi)All grievances connected with the facility for voting by electronic means may be addressed

to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited,

A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi MarsLower Parel

(East), Mumbai – 400013 or send an email to

helpdesk.evoting(acdslindia.com or call at toll free no. 1800 22 55 33.

24)The Chairrnan 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 : By Order of the Board of Directors

7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016.

Corporate Identity Number (CIN) : L65921WB1991PLC051555

Date : 30th May, 2025 SURUCHI TIWART

Company Secretary-cum-Compliance Officer

SD/

----------------Page (16) Break----------------

DHP INDIA LIMITED

Corporate Identity Number (CIN) : L65921WB1991PLC051555

Registered Office : 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016

E-mail : info@dhpindia.com, Website : www.dilindia.co.in

Explanatory Statement in respect of Special Business pursuant to Section

102 of the Companies Act, 2013, Secretarial Standard – 2 on Annual

General Meeting and Regulation 36 of the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations,

2015

(Annexure as referred to in the note No. 3 on Notice and Item Nos. 4, 5 & 6 of the Notice)

Item No. 4

This explanatory statement is in terms of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI Listing Regulations”), however, the same is strictly not required as per

Section 102 of the Companies Act, 2013 (“Act”).

The earlier Secretarial Auditors M/S. Sushil Tiwari & Associates, Practicing Company Secretaries (as per

appointed by the Board only) conducted the Secretarial Audit of year ended 31/03/2025 and duly signed on

30/05/2025 and thereafter retire by immediate effect. A New Practicing Company Secretary Mrs. Alpana Sethia,

seeking for conducting of Secretarial Audit of our Company.

The Board approved the appointment subject to the approval of the members in the ensuing Annual General Meeting

on the same terms, conditions as approved by the Board, and hence the following resolution was passed :

After evaluating and considering various parameters such as industry experience, competency of the audit team,

efficiency in conduct of audit, independence, etc., the Board of Directors of the Company has, based on the

recommendation of the Audit Committee, at its meeting held on May, 30, 2025, proposed the appointment of a New

Secretarial Auditors Mrs. Alpana Sethia, Practicing Company Secretaries (Membership No. ACS-15758,

Certificate of Practice No-5098 & Peer Review Certificate No.-12002WB336200), as the New Secretarial

Auditors of the Company, for a Audit period of Five (5) years from FY 2025-26 to FY 2029-30 (from 01/04/2025

to 31/03/2030), she holds office from the conclusion of 34rd AGM of the Company held in 2025 till the conclusion

of .3 8th AGM of the Company to be held in 2030, at a remuneration as may be mutually agreed between the Board

of Directors and Secretarial Auditors.

Mrs. Alpana Sethia, Practicing Company Secretaries, have given her consent to act as the Secretarial Auditors

of the Company and have confinned that the said appointmQnt, if made, will be in accordance with the conditions

prescribed under Sections 204 of the Act. They have further confirmed that she is not disqualified to act as the

Secretarial Auditors in terms of the Act and the rules made thereunder.

It holds the 'Peer Review’ certificate as issued by 'ICSI’ vide Certificate No. 12002WB336200.

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, conceuled or

interested, financially or otherwise, in the resolution at Item No. 4 of the Notice. The Board recommends the passing

of an Ordinary Resolution as set out at Item No. 4 of the accompanying Notice for approval by the Members.

Item No. 5

This explanatory statement is in terms of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI Listing Regulations”), however, the same is strictly not required as per

Section 102 of the Companies Act, 2013 (“Act”).

The members of the Company at the 33rd Annual General Meeting (“AGM”) of the Company held on July 29, 2024

had approved the appointment of M/s. NKSJ & ASSOCIATES, Chartered Accountants (Firm Registration No.329563E)

as the Statutory Auditors of the Company to hold office till the conclusion of the 3':+th AGM to be held in the current

year 2025

, - Cont. page – 2

----------------Page (17) Break----------------

DHP INDIA LIMITED

Explanatory Statement (continuing)

Item No. 5 (continuing)

After evaluating and considering various parameters such as industry experience, competency of the audit team,

efficiency in conduct of audit, independence, etc., the Board of Directors of .the Company has, based on the

recommendation of the Audit Committee, at its meeting held on May, 30, 2025, proposed the Re-appointment of

M/s. NKSJ & ASSOCIATES, Chartered Accountants (Firm Registration No.329563E), as Statutory & Tax Auditors of the

Company, for a Audit period of Five (5) years from FY 2025-26 to FY 2029-30 (from 01/04/2025 to 31/03/2030),

they holds office from the conclusion of 34fd AGM of the Company held in 2025 till the conclusion of38th AGM of

the Company to be held in 2030, at a remuneration as may be mutually agreed between the Board of Directors and

Statutory Auditors.

M/s. NKSJ & ASSOCIATES, Chartered Accountants, have given their consent to act as the Statutory Auditors of the

Company and have confirmed that the said re-appointment, if made, will be in accordance with the conditions

prescribed under Sections 139 and 141 of the Act. They have farther confirmed that they are not disqualified to act

as the Statutory Auditors in terms of the Act and the rules made thereunder.

It holds the 'Peer Review’ certificate as issued by 'ICAl’ vide Certificate No.014684 valid till 30/1 1/2025.

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or

interested, financially or otherwise, in the resolution at Item No. 5 of the Notice. The Board recommends the passing

of an Ordinary Resolution as set out at Item No. 5 of the accompanying Notice for approval by the Members.

Item No. 6

The Company had, pursuant to provisions of Regulation 36 of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of Special Business for

Fresh Appointment of Mr. Surajit Raha (DIN-'07019436), as Independent Director Won-Executive) of the

CQmpany. Mr. Surajit Raha, Independent Director of our Company retired on March 31, 2025, and after a

gap of two months, he seeks a fresh Appointment for a period of 5 years from May 30, 2025 to May 29,

2030. Pursuant to the provisions of section 149 of the Companies Act, 2013 (Act), which came into effect

from April 1, 2014, every listed company is required to have at least one-third of the total number of directors

as independent directors, who are not liable to retire by rotation.

Pursuant to Section 161 of the Cornpanies Act, 2013, the Board, on May 30, 2025, appointed Mr. Surajit

RaJha (DIN-07019436), in the capacity of Non-Executive Independent Directors of the Company for a term

of 5 (five) years with effect from May 30, 2025 to May 29, 2030 (both days inclusive) subject to the approval

of the shareholders through a Special Resolution.

The Company has received the following from Mr. Surajit Raha :-

(i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies

(Appointment & Qualification of Directors) Rules, 2014 ('The Appointment Rules”);

Intimation in Folrn DIR-8 in terms of the Appointment Rules to the effect that he is not

disqualified under sub-section (2) of Section 164 of the Act;

A declaration to the effect that he meets the criteria of Independence as provided in sub-section

(6) of Section 149 of the Act and under the LODR Regulations;

Declaration pursuant to BSE Circular No.LIST/COMP/14/2018-19 datpd June 20, 2018, That he

has not been debal?ed from holding office of a director by virtue of any order passed by SEBI Ol

any other such authority;

Confirmation that he is not aware of any circumstance or situation which exists or may be

reasonably anticipated that could impair or impact his ability to discharge his duties as an

Independent Director of the Company;

A declaration that he is in compliance with Rule 6(1) and 6(2) of the Companies (Appointment

and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of

independent director maintain by the Indian Institute of Corporate Affairs.

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Cont. page - 3

----------------Page (18) Break----------------

DHP INDIA LIMITED

Explanatory Statement (continuing)

Item No. 6 (continuing)

The Company has received a notice in writing by a member proposing his candidature under Section 160 of

the Act

The Nomination and Remuneration Committee (NRC) has previously finalized the desired attributes for the

selection of the independent director(s). Based on those attributes, the NRC recommended the candidature of

Mr. Surajit Raha. In the opinion of the Board, Mr. Surajit Raha, fulfil the conditions for independence

specified in the Act, the Rules made thereunder, the LODR Regulations and such other laws/regulations fOI

the time being in force, to the extent applicable to the Company. The Board noted that Mr. Surajit Raha, sills,

background and experience are aligned to the role and capabilities identified by the NRC and that he is eligible

for a fresh appointment as Independent Director.

A copy of the draft letter for the appointment of Mr. Surajit Raha as an Independent Directors setting out the

terms and conditions is available for inspection by the members during normal business hours on working

days up to August 25, 2025.

The resolution seeks the approval of members for the appointment of Mr. Surajit Raha as an Independent

Directors of the Company for term of 5(five) years effective from May 30,2025 to May 29, 2030 (both days

inclusive) pursuant to Section 149, 152 and other applicable provisions of the Act and the Rules made

thereunder including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to

retire by rotation.

In compliance with Section 149 read with Schedule IV to the Act and Regulation 25 of the LODR

Regulations, the approval of the Members is sought for the appointment of Mr. Surajit Raha as an Independent

Directors of the Company, as a Special Resolution.

No director, KMP or their relatives except Mr. Surajit Raha, to whom the resolution relates, is interested in

or concerned, financially or otherwise, in passing the proposed resolution set out in item nos. 6.

This also constitutes an extract in terms of section 102 of the Companies Act, 2013

The Board recommends the Special Resolutions as set out in Item Nos. 6 of this notice for the approval of

members.

Registered Office : By Order of the Board of Directors

7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016.

Corporate Identity Number (CIN) : L65921WB1991PLC051555

SD/

Date : 30TH May, 2025 SURUCHI TIWARI

B'--

----------------Page (19) Break----------------

DHPINDIALIMITED

Corporate Identity Number (CIN) : L65921WB1991PLC051555

Registered Office : 7B, Shree]ekha, 7th Floor, 42A, Park Street, Kolkata – 700 016

E-mail : info(g}dhpindia.com, Website : www.dilindia.co.in “Annexure – 1

Additional Information of Directors seeking appointment and re-appointment at the Thirty-Third

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, & 6 of the Notice’

a r la h SurajhRahaSl.

No.

Director Identification

Number

Date of Birth

DIN– 00058506DIN – 07019436

07- 12- 197025-02-1967

Date of First Appointment &

Gap if any,

Educational Qualification

31 -01 -2003

L.L.B.

08-12-2014 Retire on 31-03-2025

Thereafter Appointed 30-05-2025

G;a( tna ;

Expertise in specificfunctional

areas

Chairmanship/Membership

of Committees in this

Com

BusinessService

Imio omination &

Remuneration Committee and

Stakeholders Committee

Non-Executive Director

> m=lmittee,

Nomination & Remuneration

Committee & CSR Committee

nme lent Director

laIr

Present Status of directorship

in this Compan

Directorship in other

Limited Companies

Chairmanship/Membership

of Committees in other

Public Limited Com

NoneNone

>anies

Number of Meeting of the

Board attended during the

105 out of 55 out of 5

11Relationship with other

Directors

ear

Sister of Managing DirectorN. A.

12Shareholding as on 31st

March, 2025

20,000 Equity Shares (0.66%)Nil

13Seeking appointment/re

appointment

Retire by rotation and seeking re-

appointment

Retired on 31-03-2025 & after two

months Gap again Seeking

appointment as Non-Executive

Indeoendent Director on 30-05-2025

-mtational Director

Five Years (From May 30, 2025 to

May 29, 2030)

Rotational Statuso )irector

NaTenure of

appointment, if

applied

Registered Office : By Order of the Board of Directors

7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata - 700 016.

Corporate Identity Number (CIN) : L65921WB1991PLC051555SD/-

SURUCHI TIWART

Company Secretary-cum-Compliance Officer

Date : 30l1 May, 2025

----------------Page (20) Break----------------

DHP INDIA LIMITED

Attendance Slip

Corporate Identity Number (CIN) : L65921WB1991PLC051555

Registered Office : 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016

E-mail : info@dhpindia.com, Website : w\vw.dilindia.co.in

Thirty-Fourth Annual General Meeting at Y.W.C.A. Gallway House, 1 Middleton Row, Kolkata– 700 071

held on Monday, 25th August, 2025

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-Fourth Annual General Meeting held on Monday, 25111 August, 2025.

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 : info@dhpindia.com, 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-Fourth Annual General Meeting at Y.W.C.A. Gallway House, I Middleton Row, Kolkata– 700 071

held on Monday, 25tl1 August, 2025

Name ofthe 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 appointName :...............................................................................E-mail Id :..................................................

Address :...............................................................................Signature :.......................................................

or falling him/herName :...............................................................................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-FOURTH ANNUAL GENERAL

MEETING of the Company to be held on Monday, 25a1 August, 2025 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 3 1, 2025.

ii. Declaration of dividend of Rs.4/- per Equity Shares [@40%] for the financial year 2024-25.

iii. Re-appointment of Smt. Anjum Dhandhania as a Director of the Company who retire by rotation.

iv. Appointment of Mrs. Alpana Sethia, Practicing Company Secretaries as New Secretarial Auditors of the Company.

v. Re-Appointment of ]Ws.NKSJ & Associates, Chartered Accountants as Statutory Auditors of the Company.

vi. Appointment of Mr. Surajit Raha as Independent Director of the Company

Revenue StaIn

Signed this . . . . . . . . . ..day of. . . . . . . . . .2025

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 August 23,

2025 at 1 1.00 a.m.).

2. The form should be signed across the stamp as per qp9e&Ben signature registered with the Company.

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----------------Page (21) Break----------------

DHP INDIA LIMITED

BALLOT FORM

Corporate Identity Number (CIN) : L65921WB1991PLC051555

Registered Office : 7B, Shreelekha, lt\\ Floor, 42A, Park Street, Kolkata – 700 016

E-mail : info@dhpindia.com, Website : www.dilindia.co.in

(FOr volingfor the resolutions to be passed at the Thirty-Fourth Annual General Meeting of the Company to be held on Monday,

the 25'h day of August, 2025 ar 1 1.00 ,4. Ad 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.

No. of Equity Shares Held

DP ID NO

I/We hereby exercise my/our vote in respect of the Resolution to be passed thro'ugh ballot for the business

stated in the Notice of the Company dated 30th May, 2025 by conveying my/our assent or dissent to the said

Resolution b'>lacinjthe tickmark at the al)riate box below :

ResolutionDescriptionI/we assent1/We dissent to

Sr. No.to thethe resolution

resolution(AGAINST)

'OR:ORDINARY

BUSINESS

1Ordinary 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,

2025

2Ordinary 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 3 1, 2025 .

Ordinary Resolution seeking approval for re-appointment of Director

Smt. Anjum Dhandhania (DIN : 00058506), who retire by rotation and,

being eligible offer herself for re-appointment.

SPECIALBUSINESS

Ordinal), Resolution seeking approval for Appointment of New

Secretarial Auditor Mrs. Alpana Sethia, Practicing Company Secretaries

FY 2025-26 to FY 2029-30 (from 01/04/2025 tofor Five Year fi'om

31/03/2030:

Ordinary Resolution seeking approval for Re-appointment of Statutory

Auditor M/s. NKSJ & Associates, Chartered Accountants (Firm

Reg.No.329563E) for Five Year nom FY 2025-26 to FY 2029-30 (from01/04/2025 to

3 1/03/2030

Special Resolution seeking approval for Appointment of Independent

Director Sri Suraj it Raha (DIN : 07019436), for 5(Five) years from May

30, 2025 to May 29, 2030.

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.

KCI. ifI

----------------Page (22) Break----------------

CDHP INDIA LIMITED

Corporate Identity Number (CIN) : L65921WB1991PLC051555

Registered Office : 7B, Shreelekha, 7th Floor, 42A, Park Street, Kolkata – 700 016

E-mail : info@dhpindia.com, Website : www.dilindia.co.in

A Route Map of Place of34th Annual General Meeting to be held on Monday, 25tl1 August, 2025 at 11. A.M. to y.W.(-.A.

GaIl\yay House, 1 Middleton Row, Kolkata – 700 071, is given below as per requirement of Secretarial Standard - I

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