Key Dates and Logistics

  • AGM Date and Time: Tuesday, June 30, 2026 at 11:30 AM IST
  • Mode of Meeting: Video Conferencing (VC) / Other Audio Visual Means (OAVM) as permitted by MCA and SEBI circulars
  • Cut-off Date for Voting Rights: Monday, June 22, 2026
  • Remote E-voting Period: Commences at 09:00 AM IST on Saturday, June 27, 2026 and ends at 05:00 PM IST on Monday, June 29, 2026
  • Service Provider for E-voting: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Dilip Kumar Swarnkar, Practicing Company Secretary

Ordinary Business Items

1. Adoption of Financial Statements

To consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements for the financial year ended March 31, 2026, together with Reports of Board of Directors and Auditors.

2. Declaration of Dividend

To declare a final dividend of ₹0.14 per equity share (face value ₹10 each) for FY 2025-26, payable to members registered as on Monday, June 22, 2026 (Record Date). Dividend will be paid within 30 days of approval.

Special Business Items

3. Appointment of Mr. Divay Mittal as Executive Director

  • DIN: 07772688
  • Role: Whole-time Director designated as Executive Director
  • Tenure: 5 years from May 09, 2026 to May 08, 2031
  • Remuneration: ₹200,000 per month plus allowances, PF, perquisites, and gratuity
  • Qualifications: B.Tech (Electrical Engineering) from NIT Kurukshetra, MBA from Vanderbilt University
  • Experience: 15 years in consulting, finance and banking services; previously with PwC in New York and India offices
  • Current Role: Executive Vice President and KMP since February 01, 2024
  • Voting Requirement: Special Resolution

4. Appointment of Mr. Arvind Bhat as Executive Director

  • DIN: 08194278
  • Role: Whole-time Director designated as Executive Director
  • Tenure: 2 years from May 09, 2026 to May 08, 2028
  • Remuneration: ₹50,000 per month plus allowances, PF, perquisites, and gratuity
  • Qualifications: BE Electrical from NIT Durgapur
  • Experience: 40+ years in hydropower sector; retired as Executive Director from NHPC Limited
  • Voting Requirement: Special Resolution

5. Appointment of Mr. Man Mohan Madan as Non-Executive Director

  • DIN: 03244335
  • Role: Non-Executive Director
  • Tenure: 2 years from February 28, 2026 to February 27, 2028
  • Remuneration: Sitting fees only
  • Qualifications: B.Tech (Civil Engineering), PGDHRM & MBA
  • Experience: 50 years in hydropower, dams, tunnels; former CEO roles at LNJ Bhilwara Group, GVK Infra Group, Jindal Power
  • Voting Requirement: Ordinary Resolution

6. Re-appointment of Mrs. Rachana Agrawal as Independent Director

  • DIN: 09336019
  • Role: Non-Executive Independent Director
  • Tenure: 5 years from September 30, 2026 to September 29, 2031
  • Remuneration: Sitting fees only
  • Qualifications: Chartered Accountant (FCA)
  • Experience: 32+ years in finance, management, corporate governance, and accounts
  • Current Committee Roles: Chairperson of Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee
  • Voting Requirement: Special Resolution

7. Amendment to Memorandum of Association

To alter the Main Objects Clause by inserting new sub-clauses 10, 11 and 12 under Clause III(A) to enable the company to:

  • Offer Engineering Consulting and EPC Services
  • Undertake Power Trading Services including cross-border trade as per CERC/SERC guidelines
  • Become a RE Power Generating Company/Energy Storage/Transmission Company as per CERC/SERC guidelines
  • Voting Requirement: Special Resolution

8. Approval for Related Party Transactions with DM Consulting Engineers Private Limited

  • Nature of Relationship: Subsidiary company (60% ownership)
  • Transaction Value: Not exceeding ₹2 crore for FY 2026-2027
  • Nature of Transactions: Technical services (geophysics, geographical services, pump storage projects, GIS, instrumentation, seismology) and rendering of engineering consultancy services/resources
  • Percentage of Annual Consolidated Turnover: 7% (for FY26)
  • Justification: Arm's length basis, ordinary course of business
  • Voting Requirement: Ordinary Resolution

9. Approval for Payment of Managerial Remuneration in Excess of Statutory Limit

  • Purpose: To pay total managerial remuneration that may exceed 11% of net profits for FY 2026-27 as computed under Section 198 of Companies Act, 2013
  • Conditions: Subject to compliance with Schedule V and other applicable provisions of the Act
  • Voting Requirement: Special Resolution

Financial Performance Highlights (FY 2025-26)

  • Revenue from Operations: ₹1,025.80 lakhs (compared to ₹1,046.85 lakhs in FY24-25)
  • Other Income: ₹30.25 lakhs (compared to ₹32.96 lakhs in FY24-25)
  • Total Revenue: ₹1,056.06 lakhs (compared to ₹1,079.81 lakhs in FY24-25)
  • Total Expenses: ₹926.16 lakhs (compared to ₹858.57 lakhs in FY24-25)
  • Profit Before Tax: ₹129.90 lakhs (compared to ₹221.24 lakhs in FY24-25)
  • Total Tax Expense: ₹34.27 lakhs (compared to ₹50.64 lakhs in FY24-25)
  • Profit for the Period: ₹95.63 lakhs (compared to ₹170.59 lakhs in FY24-25)

Shareholding Pattern of Directors (as of March 31, 2026)

  • Mr. Subhash Chander Mittal (Promoter & MD): 29,21,360 shares (no pledge)
  • Mrs. Neelam Mittal (Promoter & Whole-time Director): 33,96,900 shares (no pledge)
  • Mrs. Rachana Agrawal (Independent Director): 15,600 shares (no pledge)
  • Ms. Anita Goyal (Independent Director): 7,800 shares (no pledge)
  • Mr. Man Mohan Madan (Non-Executive Director): 37,050 shares (no pledge)
  • Mr. Krishan Kumar Gupta (Non-Executive Director): 31,200 shares (no pledge)
  • Mr. Divay Mittal (Proposed Executive Director): 4,34,265 shares
  • Mr. Arvind Bhat (Proposed Executive Director): 7,800 shares

Additional Information

  • Company Address: 473, Sector 30, Faridabad, Haryana, India 121003
  • RTA: Skyline Financial Services Private Limited
  • Industry: Engineering consultancy services in hydropower, dams, renewable energy, tunnels
  • Foreign Investment: Subsidiary DMR Consulting USA Inc. in Cupertino, USA (pending regulatory measures)

Voting Procedures

Detailed instructions provided for:

  • Remote e-voting through NSDL system
  • E-voting during AGM
  • Joining AGM through VC/OAVM
  • Registration requirements for shareholders
  • Helpdesk contacts for technical support

Documents Availability

  • Annual Report and AGM Notice available on company website: www.dmrengineering.net
  • Documents available for electronic inspection upon request
  • Public notice published in Financial Express (English) and Jansatta (Hindi) on May 29, 2026