DCM Limited has issued a postal ballot notice dated February 12, 2026, seeking shareholder approval for a material related party transaction involving the extension of repayment terms with Purearth Infrastructure Limited. The company requires member approval through e-voting for modifying existing financial arrangements with its joint venture partner.

Transaction Details and Financial Impact

The proposed transaction involves extending the repayment period of outstanding book debts by an additional 36 months. The financial parameters of this extension are substantial:

The extension would modify the repayment timeline from the current 66 months to 102 months, calculated from the original agreement execution dates of March 27, 2021 and April 17, 2021. This represents approximately 30% of the company's annual consolidated turnover based on the latest audited accounts.

Background and Rationale

DCM Limited originally purchased residential units in the "Amaryllis" project in Central Delhi from Purearth Infrastructure Limited under deferred payment arrangements. The book debts were secured by a charge on the company's 48.35-acre land near Mela Ground, Hisar, Haryana. Previous extensions were granted in September 2023 and December 2024 for 12 months and 18 months respectively.

The current extension request stems from continued delays in the Hisar land development project. The company faces challenges due to the non-revocation of suspension order of license no. 179 of 2022 dated April 18, 2023. Despite issuing notices of default and termination to the developer GCD Prime, the matter remains under arbitration proceedings before the Delhi High Court.

E-Voting Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to facilitate the e-voting process. Key dates for the postal ballot are:

Ms. Pragnya Parimita Pradhan, Company Secretary in Practice, has been appointed as the scrutinizer for the e-voting process. The postal ballot notice is being sent electronically to members whose email addresses are registered with the company's registrar MCS Share Transfer Agent Limited or depository participants.

Related Party Considerations

Purearth Infrastructure Limited is classified as a joint venture company promoted by DCM Limited. The company holds a 16.56% direct stake in Purearth, while directors Mr. Sumant Bharat Ram, Mr. Yuv Bharat Ram, and Mr. Rahil Bharat Ram collectively hold 48.79% shareholding in DCM Limited through themselves and relatives. Mr. Sumant Bharat Ram individually holds 5.46% shareholding in Purearth and serves on its board.

Under SEBI Listing Regulations, related parties are restricted from voting on this ordinary resolution. The Audit Committee and Board of Directors approved the proposal at their meeting held on February 12, 2026, subject to shareholder approval through the postal ballot process.

DCM Limited announced its unaudited consolidated financial results for the quarter ended December 31, 2025, showing a significant decline in profitability compared to the previous year. The company reported a consolidated net loss of Rs 30.00 lakh for Q3FY26, marking a sharp contrast to the profit of Rs 2,056.00 lakh recorded in Q3FY25.

Board Meeting and Regulatory Compliance

The Board of Directors approved these financial results at their meeting held on February 12, 2026, which commenced at 3:10 PM and concluded at 7:00 PM. The meeting addressed key regulatory requirements under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Performance Overview

The company's consolidated financial performance for the quarter presents a mixed picture:

While revenue from operations showed a marginal increase, total income declined due to lower other income of Rs 77.00 lakh compared to Rs 496.00 lakh in the previous year quarter.

Nine-Month Performance

For the nine months ended December 31, 2025, the company demonstrated better performance with a consolidated net profit of Rs 439.00 lakh compared to Rs 2,098.00 lakh in the corresponding period of FY25. Revenue from operations for the nine-month period stood at Rs 5,291.00 lakh versus Rs 5,241.00 lakh in the previous year.

Key Corporate Appointment

The Board of Directors approved the appointment of Ms. Sonal Gupta as Company Secretary and Compliance Officer with effect from February 12, 2026. Ms. Gupta, an Associate Member of the Institute of Company Secretaries of India with over 11 years of corporate experience, replaces Mr. Arjit Gupta who was relieved from his position on December 12, 2025.

Segment-wise Performance

The company's business segments showed varied performance during Q3FY26:

The IT Services segment remained the primary revenue contributor, while the Grey Iron Casting segment continued to face challenges with negative results.

Ongoing Challenges

The company continues to face several operational challenges, including an ongoing lockout at its Engineering Business Undertaking since October 22, 2019, with unprovided wages aggregating to Rs 7,845.00 lakh as of December 31, 2025. Additionally, the company is dealing with legal proceedings related to its Joint Development Agreement for land development in Hisar, Haryana, involving an advance of Rs 5,000.00 lakh from the developer.

Financial Position

As of December 31, 2025, the company's current liabilities exceeded current assets by Rs 284.00 lakh on a consolidated basis. The management believes that through focused management of real estate assets and restructuring of the Engineering Business Undertaking, the company will be able to continue operations for the foreseeable future.