DCM Nouvelle Limited has successfully concluded its postal ballot process for the appointment of two Independent Directors, with shareholders demonstrating overwhelming support for both resolutions. The company disclosed the voting results under Regulation 44 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Postal Ballot Process Overview

The postal ballot was conducted through remote e-voting process from January 17, 2026, to February 15, 2026. The process was scrutinized by Mrs. Pragnya Parimita Pradhan, Proprietor of M/s Pragnya Pradhan and Associates, who submitted her report confirming the successful completion of the voting process.

Resolution Results

Both special resolutions for the appointment of Independent Directors received exceptional shareholder support. The voting results demonstrated strong confidence in the proposed appointments across all shareholder categories.

Resolution 1: Appointment of Mr. Deepak Sood

Resolution 2: Appointment of Mr. Rajinder Khanna

The second resolution for appointing Mr. Rajinder Khanna (DIN: 10961416) as an Independent Director received identical voting results, with 10,990,315 votes in favour and 758 votes against, representing 99.99% approval.

Regulatory Compliance

The postal ballot process was conducted in full compliance with the Companies Act, 2013, and SEBI regulations. The company sent the postal ballot notice electronically to all eligible shareholders whose email addresses were registered as of the cut-off date of January 09, 2026. The notice was also published in Financial Express (English) and Jansatta (Hindi) newspapers on January 17, 2026.

Board Strengthening Initiative

The appointment of both Independent Directors represents a significant step in strengthening DCM Nouvelle's board governance structure. With the overwhelming shareholder approval, both resolutions are deemed to have been passed on February 15, 2026, the last day of the voting period. The voting results and scrutinizer's report have been uploaded on the company's website and the e-voting agency's portal for transparency and regulatory compliance.

DCM Nouvelle Limited has issued a postal ballot notice seeking shareholder approval for the appointment of two Independent Directors through special resolutions. The notice, dated January 16, 2026, outlines the company's proposal to strengthen its board governance structure with experienced professionals.

Proposed Director Appointments

The company seeks member approval for two key appointments through special resolutions:

Both directors are proposed for appointment as Independent Directors for a term of five consecutive years. Mr. Deepak Sood's appointment is effective from December 1, 2025, while Mr. Rajinder Khanna's appointment takes effect from December 5, 2025.

E-Voting Schedule and Process

The company has established a comprehensive e-voting timeline for shareholder participation:

In compliance with Ministry of Corporate Affairs circulars, the postal ballot notice is being sent only through electronic mode to members whose email addresses are registered with the company or depositories. Physical copies of the postal ballot notice and forms are not being distributed.

Director Profiles and Qualifications

Mr. Deepak Sood brings extensive experience in corporate and public relations, spanning industrials, heavy engineering, process industry, power generation, and infrastructure sectors. He has comprehensive experience working with industry veterans, policymakers, regulators, and government entities at central and state levels. His professional background includes roles as Executive Director of Confederation of Indian Industry, Secretary General of ASSOCHAM, and CEO of CII.

Mr. Rajinder Khanna is a distinguished civil servant with 46 years of experience in the Government of India, serving in various key roles in national security and intelligence. Starting his career as an IPS officer in Orissa, he gained recognition for his leadership as Superintendent of Police and later served in the National Security Council Secretariat. He was appointed as Additional NSA, reflecting his deep expertise in strategic and security affairs.

Regulatory Compliance and Special Considerations

Both appointments comply with the provisions of Sections 149, 150, and 152 of the Companies Act, 2013, read with Schedule IV and other applicable provisions. The company has received declarations from both directors confirming they meet the independence criteria prescribed under Section 149(6) of the Act and the SEBI Listing Regulations.

For Mr. Rajinder Khanna's appointment, special resolution approval is required as he will attain the age of 75 years during his tenure as Director, in accordance with Regulation 17(1A) of the SEBI (LODR) Regulations, 2015. The Board considers that his association would be beneficial to the company given his extensive experience in national security and strategic affairs.

Voting Rights and Results Declaration

Voting rights of members shall be proportionate to their shareholding in the paid-up equity share capital of the company as on the cut-off date. The scrutinizer appointed for the postal ballot process is Ms. Pragnya Pramita Pradhan, a Practising Company Secretary. Results will be announced on or before February 17, 2026, and will be displayed on the company's website, communicated to stock exchanges, and made available on NSDL's website. The resolutions, if approved, shall be deemed to have been passed on February 15, 2026, the last date of e-voting.