DCM Ltd

AGM Details

• AGM held on 28 September 2026 at 12:30 PM IST via VC/OAVM.
• Quorum: 72 members attended via VC/OAVM.
• Record date: 21 September 2026.
• No physical venue; meeting conducted through VC/OAVM.

Resolutions and outcomes

• Resolution 1: Adoption of standalone and consolidated financial statements; passed with 99.9995% in favour.
• Resolution 2: Re-appointment of Yuv Bharat Ram as Director; passed with 99.9995% in favour.
• Resolution 3: Re-appointment of Rahil Bharat Ram as Director; passed with 99.9989% in favour.
• Resolution 4: Ratification of remuneration to V Kumar & Associates for 2026-27; passed with 99.9995% in favour.
• Resolution 5: Re-appointment and remuneration of Vinay Sharma as Managing Director; passed with 99.9995% in favour.

Dividend

• No dividend proposed or declared.

Director changes

• Directors re-appointed: Yuv Bharat Ram and Rahil Bharat Ram.
• Vinay Sharma continues as Managing Director.

Auditors

• Statutory auditors unchanged.
• Cost Auditor remuneration ratified for FY 2026-27.

Material related party transactions

• No material related party transactions disclosed or approved.

Other material approvals

• Scrutinizer's report issued; voting results published on company website and submitted to exchanges.

DCM Limited — Trading window closed from Thursday, October 01, 2026 till completion of 48 hours after the declaration of Un-audited Financial Results (Standalone and Consolidated) for the quarter and half year ending on September 30, 2026

Subsidiaries strike-off

• Subsidiaries: DCM Realty and Infrastructure Ltd and DCM Infinity Realtors Ltd applied for voluntary strike-off.
• Filed in Form STK-2 with Registrar of Companies, New Delhi.
• Striking off under section 248 of the Companies Act 2013.
• Expected completion subject to statutory process and RoC approval.
• Last financial year NIL turnover contributed by these subsidiaries.
• No sale consideration or buyers; disposal via strike-off.
• Not applicable for related-party transactions; disposal via voluntary strike-off.
• No material impact on operations or group structure anticipated.

KYC/PAN updates and dividend policy

• DCM informs physical folio shareholders to update PAN, KYC, Aadhaar linkage per SEBI Master Circular.
• Electronic dividend payments required for such folios from April 1, 2024.
• Forms ISR-1, ISR-2, SH-13/ISR-3 to be submitted to MCS Share Transfer Agent.
• Annual Report FY2025-26 accessible via company website.
• 136th AGM on Sept 28, 2026 to be held via VC/OAVM.
• AGM notice and Annual Report sent electronically to shareholders with registered emails.

AGM notice and annual report access

• 136th AGM scheduled for Sep 28, 2026 at 12:30 IST via VC/OAVM.
• Annual Report for FY 2025-26 accessed via the provided web link.
• Link: https://dcm.in/147-2/.
• Exact path: Investor Relations > Financials > Annual General Meeting.
• Annual Report also accessible on company website and stock exchange portals.
• Shareholders without registered email should update with their DP.
• Notice and materials issued in compliance with MCA and SEBI circulars.

Financial performance

• Standalone FY2025-26 revenue from operations: 22.79 lakh; total income: 536.79 lakh
• Standalone PAT: -580.24 lakh; Standalone EPS: -3.11 Rs
• Consolidated FY2025-26 revenue from operations: 7178.26 lakh; total income: 7569.58 lakh
• Consolidated PAT: 289.66 lakh; Consolidated EPS: 1.55 Rs
• Dividend declared for FY2025-26: Nil; no dividend paid or proposed
• Borrowings: Company has no borrowings; cash and cash equivalents: Standalone 76.63 lakh; Consolidated 1432.05 lakh
• Equity: Standalone total equity 416.18 lakh; Consolidated total equity 4663.56 lakh

Operational highlights and divisions

• Engineering Division operation continues to be under lockout since Oct 22, 2019; no production
• Engineering Division 2025-26: Sales & other income 47.60 lakh; PBT -624.87 lakh; PAT -580.24 lakh
• IT services via DCM Infotech: turnover Rs 74.09 crore; PBT Rs 9.92 crore; growth in AI/automation focus
• Purearth Infrastructure Limited: 16.56% joint venture; standalone revenue Rs 115.79 crore; PAT Rs 31.65 crore
• Real estate/JDA with Purearth: license 179 of 2022; termination notice issued Nov 1, 2025; arbitration ongoing
• Subsidiaries: five subsidiaries and one associate; DCM Infotech is material unlisted subsidiary

Governance and leadership changes

• Ajay Vir Jakhar resigned as Independent Director w.e.f. Feb 4, 2026
• Maj. Gen. Shailendra Singh appointed Independent Director w.e.f. May 12, 2026; postal ballot approved July 15, 2026
• Ms. Sonal Gupta appointed Company Secretary w.e.f. Feb 12, 2026; Arjit Gupta resigned Dec 12, 2025
• Board met 5 times in FY2025-26; Independent Directors confirmed independence
• Statutory auditors: M/S S S Kothari Mehta & Co. LLP; Secretarial auditors: Pragnya Pradhan & Associates

Capital structure and liquidity

• Equity capital: Rs 1,867.77 lakh; no change in equity during FY2025-26
• No long-term borrowings; liquidity supported by cash balances and working capital
• Net current liabilities driven by ongoing real estate and engineering restructuring challenges
• Going concern basis adopted for standalone and consolidated financial statements due to liquidity considerations

Related party transactions

• Material related party transaction with Purearth: extension of Rs 12.02 crore book debts by 36 months; total approx Rs 21 crore
• Postal ballot approved on March 26, 2026 for extension; related to Amaryllis project housing units
• Dividend from Purearth to the Group: Rs 256.83 lakh; various settlements with Purearth and Aggresar Leasing
• Remuneration to key management personnel: Rs 96.21 lakh for FY2025-26

Audit, controls and risk management

• Statutory auditors' report: no material qualifications; adequate internal financial controls asserted
• Secretarial audit: no material observations; Annexures on subsidiary secretarial compliance
• Risk management framework in place; ongoing monitoring of credit, liquidity and market risks

Outlook and risks

• Engineering Division remains under lockout; management evaluating options to restart or restructure
• Real estate JV with Purearth and Hisar land assets under review; liquidity focus via asset sales and restructuring
• Technology arm (DCM Infotech) focuses on AI-led automation growth and US market opportunities
• Regulatory and labor developments under new Labour Codes may affect cost structures and compliance

Transaction summary - DCM Limited

• Target company: DCM Limited; exchanges: BSE and NSE.
• Acquirers and PACs: Karan Singh Thakral; Gurmukh Singh Thakral; Netizen Properties Private Limited.
• Acquirer not in promoter group.
• Pre-acquisition total voting rights: 9,29,703 shares (4.97%).
• Pre-acquisition: voting rights 8,91,547; encumbrances 28,156; VR otherwise 10,000.
• Post-acquisition voting rights: Karan Thakral 902,797 (4.83%), PAC 28,156 (0.15%), Netizen 10,000 (0.05%).
• Total post-acquisition: 940,953 shares (5.03%).
• Date of acquisition: 21 August 2026.
• Mode of acquisition: Open market.
• Equity share capital before/after: Rs 18,67,77,490; 1,86,77,749 shares.
• Salient features: Equity shares with equal voting rights.