DIC India Limited Conducts 78th AGM via Video Conferencing, Declares Rs 3 Final Dividend

DIC India Limited successfully conducted its 78th Annual General Meeting on March 23, 2026 at 11:00 AM through two-way video conferencing, marking another milestone in the company's corporate governance practices. The meeting was held in compliance with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, with 51 shareholders participating in the virtual proceedings.

Board Participation and Leadership

The AGM witnessed full board participation with all nine directors present during the meeting. Mr. Rajeev Anand, Chairman of the Board and Independent Director, chaired the proceedings and addressed shareholders regarding the company's financial performance and current economic conditions.

Director Name Position Mr. Rajeev Anand Chairman of the Board and Independent Director Mr. Prabal Sarkar Chairman of Audit Committee and Independent Director Mr. Adnan Wajhat Ahmed Chairman of Stakeholder Relationship Committee, Risk Management Committee & Independent Director Ms. Pritha Dutt Chairperson of Nomination & Remuneration Committee, Corporate Social Responsibility & Independent Director Mr. Avijit Mukerji Non-Executive Independent Director Mr. Ji Xiang Jason Lee Non-Executive Director Mr. Hayato Kashiwagi Non-Executive Director Mr. Navapol Chuensiri Non-Executive Director Mr. Manish Bhatia Managing Director & CEO

Key Resolutions and Business Decisions

The AGM addressed both ordinary and special business items, with shareholders voting on critical corporate matters. The company declared a final dividend of Rs 3 per equity share for the financial year ended December 31, 2025, demonstrating its commitment to shareholder returns.

Resolution Type Business Item Resolution Category Ordinary Business Adoption of Audited Financial Statements for FY2025 Ordinary Resolution Ordinary Business Re-appointment of Mr. Hayato Kashiwagi as Director Ordinary Resolution Ordinary Business Declaration of final dividend of Rs 3 per equity share Ordinary Resolution Special Business Appointment of M/s Chandra Wadhwa & Co. as Cost Auditor for 2026 Ordinary Resolution Special Business Re-appointment of Mr. Adnan Wajhat Ahmad as Independent Director Special Resolution

Director Appointments and Corporate Changes

The meeting approved significant board changes, including the re-appointment of Mr. Hayato Kashiwagi, who retired by rotation and sought re-appointment. Mr. Kashiwagi serves as Regional Business Product Director of DIC Asia Pacific Pte Ltd with 25 years of experience at DIC Corporation, bringing extensive expertise in sales, marketing, and international business operations.

Additionally, shareholders approved the re-appointment of Mr. Adnan Wajhat Ahmad as Independent Director for a second three-year term commencing April 01, 2026. Mr. Ahmad brings four decades of industry experience from leading companies including BP, ICI, and Clariant, with strong expertise in chemical engineering and business leadership.

E-Voting Process and Shareholder Participation

The company facilitated comprehensive voting mechanisms for shareholder participation. Remote e-voting commenced on March 19, 2026 at 09:00 AM IST and concluded on March 22, 2026 at 05:00 PM IST, with additional e-voting facility available during the AGM for shareholders who had not participated in remote voting. The cut-off date for voting eligibility was March 16, 2026.

DIC Asia Pacific Pte Ltd, holding 6,586,077 shares, provided corporate representation under Section 113 of the Companies Act, 2013, authorizing Mr. Navapol Chuensiri to represent the entity during the AGM proceedings.

Professional Services and Compliance

The meeting was attended by key professional service providers ensuring regulatory compliance. Mr. Rajib Chatterjee, Partner at PwC and Statutory Auditor of the company, participated along with his team. Mr. Karan Arora of Karan Arora & Associates served as scrutinizer, while Mr. Nitesh Latwal from M/s. PI & Associates attended as Secretarial Auditor for the year ended December 31, 2025.

The company appointed M/s Chandra Wadhwa & Co., Cost Accountants in Practice with over 20 years of experience, as Cost Auditor for financial year 2026. The Board of Directors had approved this appointment on February 24, 2026, with shareholder approval obtained during the AGM.

The meeting concluded at 12:00 PM with voting disabled at 12:15 PM. Voting results and the consolidated Scrutinizer's Report will be submitted to stock exchanges and published on the company's website within prescribed timelines, ensuring transparency in the corporate governance process.

DIC India Limited has informed stock exchanges about receiving a draft order from the Income Tax Department that proposes a significant upward adjustment in its reported income for the financial year 2022-23.

Tax Department Order Details

The Income Tax Department has issued a draft order under Section 144C(1) of the Income-tax Act 1961, making an upward adjustment of Rs 3,84,17,653 in the company's income for FY 2022-23 (Assessment Year 2023-24). The order was dated March 02, 2026, and received by the company on the same day.

Parameter Details Order Amount Rs 3,84,17,653 Applicable Period FY 2022-23 (AY 2023-24) Order Date March 02, 2026 Legal Section Section 144C(1) of Income-tax Act 1961

Transfer Pricing Adjustments

The upward revision in income stems from transfer pricing adjustments made by the Income Tax Department across various accounts. The order specifically addresses alleged discrepancies in the company's transfer pricing practices, which involve transactions between related entities.

Company's Response Strategy

DIC India Limited has stated that it is currently evaluating the draft order and intends to file an appeal against it with the appropriate authority within the stipulated timeframe. The company maintains that it will challenge the department's findings through proper legal channels.

Additional Penalty Proceedings

Beyond the income adjustment, the Income Tax Department has initiated separate penalty proceedings under Section 270A of the Income-tax Act 1961 for alleged under-reporting of income. This adds another layer of regulatory scrutiny to the company's tax compliance matters.

Compliance Aspect Status Main Order Draft order under Section 144C(1) Penalty Proceedings Initiated under Section 270A Company Action Planning to file appeal Financial Impact Additional tax liability expected

Financial Implications

The company has disclosed that the expected financial implications include additional income tax liability on the upward adjustment amount. However, DIC India Limited has indicated that there is no other impact beyond what has been stated in the disclosure, pending the outcome of its planned appeal process.

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