Shareholders meeting

1010/02 September 18, 2026 BSE Limited National Stock Exchange of India Limited P J Towers, Dalal Street, “Exchange Plaza”, Plot No. C-1, Block G Fort, Mumbai-400001 Bandra – Kurla Complex, Bandra (East), Scrip Code: 542216 Mumbai – 400 051 Symbol: DALBHARAT Subject: Postal Ballot Notice Ref: Regulation 30 of the SEBI (LODR) Regulations 2015 ("Listing Regulations") Dear Sir/Madam, Pursuant to Regulation 30 of the Listing Regulations, please find enclosed herewith a copy of Postal Ballot Notice (“Notice”) seeking approval of the Members of the Company by way of Postal Ballot (Remote E-Voting only) for the following special business: Item Description of Resolution(s) Type of No. Resolution 1 To approve remuneration of Mr. Gautam Dalmia (DIN: 00009758), Special Managing Director of the Company, for his remaining term of two years Resolution i.e. from October 30, 2026 to October 29, 2028. 2 To approve remuneration of Mr. Puneet Yadu Dalmia (DIN: 00022633), Special Managing Director of the Company, for his remaining term of two years Resolution i.e. from October 30, 2026 to October 29, 2028. In accordance with the applicable circulars of the Ministry of Corporate Affairs (“MCA Circulars”) and the provisions of the Listing Regulations, the aforesaid Notice is being sent only in electronic form to the Members whose email addresses are registered with the Company’s Registrar and Share Transfer Agent (RTA) or respective Depository Participants and whose names are recorded in the Register of Members / Beneficial Owners as on the Cut-off date, i.e. Friday, September 11, 2026. The Members who have not registered their Emails are requested to kindly register the same as per the instructions given in the Notice. Further, communication of assent or dissent by the Members on the items of special business set out in this Notice shall be done through remote e-voting only i.e., the casting of votes electronically. The Company has engaged National Securities Depository Limited (“NSDL”) for providing the remote E-voting facility during the following remote e-voting period: Commencement of remote E-voting period Tuesday, September 22, 2026 at 09:00 a.m. (IST) End of remote E-voting period Wednesday, October 21, 2026 at 05:00 p.m. (IST) The detailed procedures and instructions with respect to remote E-voting forms part of the Notice. The Voting Results of Postal Ballot will be announced within 2 (two) working days from the conclusion of the remote E-voting i.e., on or before Friday, October 23, 2026. The Notice is also available on the website of the Company i.e. https://www.dalmiabharat.com/ and on the website of the NSDL at https://www.evoting.nsdl.com/. Kindly take the same on record. Thanking you, Yours sincerely, For Dalmia Bharat Limited Rajeev Kumar Company Secretary Encl.: As above DALMIA BHARAT LIMITED Registered O(cid:431)ice: Dalmiapuram, Lalgudi, Dist. Tiruchirappalli, Tamil Nadu 621651 Phone No. 04329-235132 Fax No. 04329-235111 CIN: L14200TN2013PLC112346 Website: www.dalmiabharat.com; Email: corp.sec@dalmiabharat.com POSTAL BALLOT NOTICE [Notice pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014] Dear Members, NOTICE is hereby given pursuant to the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time, and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India (ICSI), read with General Circulars no. 14/2020 dated April 8, 2020, 17 /2020 dated April 13, 2020, 20/2020 dated May 5, 2020 and other relevant circulars, the latest being General Circular no. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate A(cid:431)airs, Government of India (collectively referred to as "MCA Circulars") and pursuant to all other applicable laws and regulations, the resolutions appended below are proposed to be passed by the Members of Dalmia Bharat Limited (“the Company”) through Postal Ballot by way of voting through electronic means ("Remote e- voting"). Communication of assent or dissent of the Members would take place only through the remote e-voting system. The explanatory statement pursuant to Section 102 of the Act pertaining to the proposed resolutions setting out the material facts concerning the resolutions and the reason and rationale thereof is annexed hereto for your consideration. In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules and Regulation 44 of SEBI Listing Regulations, the Company is o(cid:431)ering the facility of remote e-voting to all Members to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide the Remote e-voting facility to the Members. Members are requested to follow the procedure as stated in the notes and instructions for the casting of votes through remote e-voting. The Board has appointed Ms. Jyoti Sharma, Practicing Company Secretary (FCS: 8843; CP: 10196) as Scrutinizer and failing her, Ms. Varuna Mittal, Practicing Company Secretary (ACS: 57727; CP: 23575) as Alternate Scrutinizer (hereinafter "the Scrutinizer") for conducting the postal ballot and remote e-voting process in a fair and transparent manner. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories/ Registrar and Share Transfer Agent. If your e-mail address is not registered, please follow the process provided in the Notes to receive this Postal Ballot Notice. Page 1 of 25 The e-voting facility will be available during the following period: Commencement of remote e-voting End of remote e-voting Tuesday, September 22, 2026 Wednesday, October 21, 2026 (09:00 a.m. IST) (05:00 p.m. IST) The remote e-voting module shall be disabled by NSDL for voting thereafter and will not be allowed beyond the said date and time. The Scrutinizer will submit her report to the Chairperson of the Company or to any other person authorized by the Chairperson, upon completion of the scrutiny of the votes cast through remote e-voting. The result of the Postal Ballot shall be declared within two working days from the conclusion of e-voting. The said results would be displayed at the Registered O(cid:431)ice of the Company and would also be intimated to the National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website, www.dalmiabharat.com and on the website of NSDL, www.evoting.nsdl.com. In the event the resolutions are passed by the requisite majority, the date of passing the resolution shall be deemed to be Wednesday, October 21, 2026 i.e. last date specified by the Company for remote e-voting. SPECIAL BUSINESS ITEM NO. 1: TO APPROVE REMUNERATION OF MR. GAUTAM DALMIA (DIN: 00009758), MANAGING DIRECTOR OF THE COMPANY, FOR HIS REMAINING TERM OF TWO YEARS To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Rules framed thereunder, including any statutory modifications or re-enactment thereof, Regulation 17 and other provisions of the Securities and Exchange Board of India (Listing Obligations and Di [Showing first 8,000 characters — download PDF for full document]