DCM Shriram International Limited Shareholders Approve All 10 Postal Ballot Resolutions with Overwhelming Majority

DCM Shriram International Limited informed the stock exchanges on 12th May 2026 that all ten resolutions set out in its Postal Ballot Notice dated 04.04.2026 were passed by members through remote e-voting with overwhelming majority, as confirmed by the Scrutinizer's Report dated 12th May 2026. The e-voting process was facilitated by KFin Technologies Limited and ran from 9.00 A.M. (IST) on Monday, 13th April 2026 to 5.00 P.M. (IST) on Tuesday, 12th May 2026. The results were declared by Alok B. Shriram, Managing Director & CEO, and the Scrutinizer's Report was submitted by Kamaljit Singh (FCS No. 11335, CP No. 16847) of K. Singh and Associates, Company Secretaries.

Resolutions Passed

The postal ballot comprised eight special resolutions and two ordinary resolutions. The following table summarises all ten resolutions and their nature:

Resolution No.:	Description	Type
1	Appointment of Mr. Sunil Behari Mathur w.e.f 07/03/2026 (Non-ED) liable to retire by rotation	Special Resolution
2	Appointment of Mr. Sanjay Chandrakant Kirloskar as Independent Director for 5 years w.e.f 15/11/2025	Special Resolution
3	Appointment of Mr. Suman Jyoti Khaitan as Independent Director for 5 years w.e.f 15/11/2025	Special Resolution
4	Appointment of Mr. Mukesh Gupta as Independent Director for 5 years w.e.f 15/11/2025	Special Resolution
5	Appointment of Mrs. Meeta Makhan as Independent Director for 5 years w.e.f 15/11/2025	Special Resolution
6	Appointment and remuneration of Mr. Alok B. Shriram w.e.f 24/12/2025 as Managing Director & CEO	Special Resolution
7	Appointment and remuneration of Ms. Kanika Shriram for five years w.e.f 24/12/2025 as Deputy Managing Director	Special Resolution
8	Appointment and remuneration of Mr. Rudra Shriram for five years w.e.f 24/12/2025 as Deputy Managing Director	Special Resolution
9	Appointment and remuneration of Mr. P. D. Bagla for three years w.e.f 24/12/2025 as WTD & CFO	Ordinary Resolution
10	Appointment of Secretarial Auditors M/s. Chandrasekaran Associates (2025-2030)	Ordinary Resolution

Voting Results Summary

All ten resolutions received strong shareholder support. The table below presents the consolidated voting outcome for each resolution, including total votes polled, votes in favour, votes against, and the percentage of valid votes in favour:

Resolution No.:	Total Votes Polled	Votes in Favour	% in Favour	Votes Against	% Against	Result
1	51521016	51475696	99.91	45320	0.09	Passed
2	51521106	50451254	97.92	1069852	2.08	Passed
3	51521016	51475696	99.91	45320	0.09	Passed
4	51521016	51510987	99.98	10029	0.02	Passed
5	51521016	51510987	99.98	10029	0.02	Passed
6	51521016	51475696	99.91	45320	0.09	Passed
7	51521079	51475759	99.91	45320	0.09	Passed
8	51521106	51475786	99.91	45320	0.09	Passed
9	51521016	51475696	99.91	45320	0.09	Passed
10	51521106	51511077	99.98	10029	0.02	Passed

Category-Wise Participation

The total paid-up equity share capital eligible for voting was based on the cut-off date of 6th April 2026. Voting participation across shareholder categories was as follows:

Promoter and Promoter Group: Held 87180230 shares; cast 43590115 votes (50.0000% of shares held) in favour across all resolutions, with zero votes against.
Public – Institutions: Held 24695184 shares; polled 7655031 votes (30.9981% of shares held). Institutional voting patterns varied by resolution — notably, for Resolution 2 (appointment of Mr. Sanjay Chandrakant Kirloskar as Independent Director), 1059818 votes were cast against, representing 13.8447% of institutional votes polled.
Public – Non Institutions: Held 62108956 shares; participation ranged between 275870 and 275960 votes polled across resolutions, representing approximately 0.4442% to 0.4443% of shares held.

Scrutiny and Compliance

The postal ballot process was conducted pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and in compliance with applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Postal Ballot Notice was issued in accordance with MCA Circulars including General Circular No. 03/2025 dated September 22, 2025, and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

The votes were unblocked on 12th May 2026 at 5.05 P.M. IST in the presence of two independent witnesses — Mrs. Kokila Arora, Company Secretary, and Mr. Anshul Gupta, Chartered Accountant — neither of whom is in the employment of the company. The Scrutinizer's Report was countersigned by Alok B. Shriram, MD & CEO, authorized by the Chairman. Copies of the Scrutinizer's Report and voting results have been placed on the company's website at www.dcmsil.com , as required under Regulation 44(3) of the SEBI Listing Regulations.

The promoter group of DCM Shriram Industries Limited has submitted a formal regulatory disclosure confirming that no pledge or encumbrance was created on their shareholding during the financial year ended March 31, 2026. The declaration, dated April 3, 2026, was filed with both BSE Ltd. and the National Stock Exchange of India Ltd. in compliance with Regulation 31(4) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing was submitted by Yagya Datt Gupta, Company Secretary & Compliance Officer (FCS 3405), on behalf of the company.

Regulatory Disclosure Under SEBI Takeover Code

Pursuant to Regulation 31(4) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, the promoters along with persons acting in concert have declared that their combined holding of 4,35,90,115 equity shares, constituting 50.11% of DCM Shriram Industries Limited, has not been subjected to any pledge or encumbrance, directly or indirectly, during the financial year ended March 31, 2026. The declaration was signed by Sushil Kumar Jain on behalf of the promoters of DCM Shriram Industries Limited.

Promoter Group Shareholding Breakdown

The disclosure provides a detailed breakdown of shares held by each member of the promoter and promoter group. The following table presents the individual holdings as declared:

Promoter / Promoter Group Member:	No. of Shares
Lala Bansi Dhar & Sons (HUF) - Alok B. Shriram Karta	1,20,28,267
Mrs. Suman Bansi Dhar	17,57,160
Tilak Dhar & Sons (HUF) - Akshay Dhar Karta	0
Mrs. Urvashi Tilakdhar	89,42,642
Mr. Akshay Dhar	500
Ms. Aditi Dhar	0
Mr. Alok Bansidhar Shriram	89,42,540
Mrs. Karuna Shriram	0
Ms. Kanika Shriram	0
Mr. Rudra Shriram	0
Mr. Madhav B. Shriram	42,99,224
Mrs. Divya Shriram	36,47,854
Mr. Uday Shriram	9,61,628
Mr. Rohan Shriram	33,593
Akshay Foundation	29,76,389
Mr. Sushil Kumar Jain	318
Total	4,35,90,115

Filing Details

The disclosure was simultaneously submitted to the Corporate Relationship Department of BSE Ltd. at Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai, and to the National Stock Exchange of India Ltd. at Exchange Plaza, Bandra Kurla Complex, Mumbai. The filing confirms full compliance with the annual disclosure requirement under the SEBI Takeover Regulations for the financial year ended March 31, 2026.