DIC India Ltd

Dear Shareholders,

Your directors have pleasure in presenting the 77th Annual Report ("Report") of DIC India Limited ("Company/DIC India"), together with the audited financial statements of the Company for the financial year ended December 31, 2024 ("Year Under Review").

(INR.in Lakhs except EPS figure)

State of Company's Affairs

Your Company recorded a turnover of INR 88,152.89 lakh during the Year Under Review against INR 82,885.14 lakh in the previous year. The Company registered a profit before tax and exceptional income (including other comprehensive income/loss) of INR 2,433.29 for the Year Under Review against a loss before tax (including the comprehensive income) of INR 634.29 lakh in the previous year.

Your Company remains committed to its stakeholders and make all endeavors to accelerate the value of the shareholders.

Management Discussion & Analysis

The Management Discussion and Analysis as required in terms of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 201 5 ("SEBI Listing Regulations") is annexed to the report as Annexure 1.

It inter-alia gives detail of the overall industry structure, economic developments, performance and state of affairs of your Company's business, risk management systems and material developments during the Year Under Review.

Dividend

The Board of Directors ("Board") have recommended a final dividend of Rs. 4 per share for the financial year ended on December 31, 2024.

Based on the overall financial performance and other economic factors, the dividend shall be payable out of profits only to those members whose names appear in the register of members as on the book closure / record date. The dividend payout is subject to approval of the members at the ensuing annual general meeting of the Company for Year Under Review.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1,2020 and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from March 18, 2025 to March 25, 2025 (both days inclusive).

Transfer to Reserves

The Company proposes to retain its entire earnings in the profit and loss account and proposes not to transfer any amount to the general reserve.

For details with regard to transfer to other reserves, note No. 19 of the financial statements for the Year under Review is self-explanatory.

Material Changes and Commitments, if any. Affecting the Financial Position of the Company which have Occurred between the end of the Financial Year of the Company to which the Financial Statements Relate and the Date of the Report

Apart from disclosures made in this Report and the audited financial statements for the Year Under Review no material changes and commitments have occurred after the closure of the year till the date of this Report, which affect the financial position of the Company.

Changes in the Nature of Business

There has been no fundamental change in the nature of business of the Company during the Year Under Review.

Share Capital & Listing of Shares

As on December 31, 2024, the authorized share capital of the Company is INR 1500 Lakh and issued, subscribed & paid-up equity share capital of the Company is INR 917.89 Lakh.

The Company's equity shares are listed on the National Stock Exchange of India Limited ("NSE"), BSE Limited ("BSE") and Calcutta Stock Exchange ("CSE"). The equity shares are actively traded on NSE, and BSE. The shares of the Company are not suspended from trading from any of the platforms.

Corporate Governance

Your directors believe that corporate governance is an ethically driven business process that is committed to values aimed at enhancing the growth of your Company. The endeavor is to continue and move forward as a responsible and sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with the communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have maintained high standards of corporate governance based on the principle of effective implementation of internal control measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Company's corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the Company for the Year Under Review as required under the applicable SEBI Listing Regulations is attached hereto and forms part of this report. The requisite certificate from Statutory Auditors, M/s Pricewaterhouse Chartered Accountants LLP confirming compliance with the conditions of corporate governance is attached to the corporate governance report.

Annual Return

In terms of the provisions of section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the draft annual return of your Company for Year Under Review has been uploaded at the Company's website https://www.dic.co.in/sites/default/files/2025-02/ Annual%20Return-2024.pdf.

Credit Rating

Please refer to the appropriate section of corporate governance report for the details relating to the credit rating assigned to the Company.

Corporate Social Responsibility

Acknowledging its responsibility towards the society, your Company has put in place a Corporate Social Responsibility ("CSR") Policy, which may be referred to at the Company's website https://www.dic.co.in/ sites/default/files/2022-02/CSR%20Policy.pdf. The CSR Committee guides and monitors the activity undertaken by the Company in this sphere.

During the Year Under Review, the Company did not have any obligation to contribute on Corporate Social Responsibilities ("CSR") activities, under Section 135 of the Companies Act, 2013 as your Company did not fulfill the criteria as prescribed under Section 135(1) of the Companies Act, 2013.

However, due to its commitment to the society, your Company has voluntarily worked on the following CSR initiatives under the thematic areas chosen:

a. The Company chose to continue with the initiative taken in the year 2023 basis the study of Maharaja Sayaji Rao university (MSU) of Vadodara to do 'Needs assessment' of social requirements of community in Saykha village, particularly with respect to 'Health'. Based on findings of MSU, DIC India initiated a project through a renowned NGO, 'Feedback Foundation', which aims to make Saykha village a 'Zero Waste' location. This project is being done as part of 'Saksham' initiative of the Company which aims to promote 'Health' SDG. With the involvement of the community and help of authorities. Feedback foundation was able to finalize the land location & profile for Sanitation Park. The work may continue in the next year as well basis the recommendation of CSR Committee.

b. With the aim of providing education to all, the Company initiated the program DEEKSHA through a renowned NGO, Learning Links which aims to provide quality and holistic education to students with sensitization on wellness from underserves community schools in Bharuch, Gujarat. The Company will continue with this initiative in the next year as well.

The Company, during the Year Under Review has voluntarily contributed INR 18.80 Lakhs towards Corporate Social Responsibility. The Annual Report on CSR activities, in terms of section 135 of the Act, and the rules framed thereunder, is annexed to this report as Annexure 2.

Postal Ballot

During the Year Under Review, the Company has initiated a postal ballot for seeking shareholders' approval for re-appointment of Mr. Manish Bhatia as the Managing Director and CEO of the Company.

The notice of the postal ballot was dispatched on December 02, 2024 and voting was closed on January 02, 2025.

The result of the postal ballot was announced on January 03, 2025.

The documents related to the postal ballot can be accessed from the website of the Company https:// www.dic.co.in/investors/corporate-news.

Board:

As on December 31, 2024, the composition of the Board of Directors ("Board") is as follows:

The Board is duly constituted with proper balance of executive & non- executive directors, independent directors and woman director.

Mr. Masahiro Kikuchi resigned from the position of directorship with effect from January 11, 2024.

During the Year Under Review, Mr. Ji Xiang Jason Lee was appointed as an additional director on February 22, 2024. The designation was changed from additional director to Non Executive Non Independent Directors based on the approval of shareholders' received in the annual general meeting held on March 22, 2024.

During the Year Under Review, the Board has proposed to re-appoint Mr. Manish Bhatia as the Managing Director and CEO of the Company for another term of 03 year effective from January 30, 2025. Based on the Board's proposal, a postal ballot was also initiated during the Year Under Review, to seek shareholders' approval for the same. Shareholders' voting result in favour of the resolution was disclosed by the Company on January 03, 2025.

Mr. Ryohei Kohashi has resigned from the Board with effect from January 01, 2025.

The requisite certificate(s) from the practicing company secretary confirming that none of the directors of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is attached to the corporate governance report.

Key Managerial Persons

During the Year Under Review Mr. Raghav Shukla, Company Secretary and Corp GM-Legal has resigned from the Company with effect from August 23, 2024. Ms. Meghna Saini was appointed as the Company Secretary with effect from September 15, 2024. As on December 31, 2024, below are the Key Managerial Persons other than executive director & CEO of the Company:

Director Retiring by Rotation

Pursuant to the provisions of Section 1 52(6) of the Companies Act, 2013, Mr. Ji Xiang Jason Lee, Non- Executive Director of the Company, being longest in the office, retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

Independent Directors

The Board has 4 (four) independent directors as on December 31, 2024, representing diversified fields and expertise. Details are provided in the appropriate section of the corporate governance report. The independent directors have submitted their declarations of independence stating that they meet the criteria of independence as required in terms of the provisions of section 149 (7) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI Listing Regulations, as amended from time to time.

The Company has also received confirmation from all the independent directors of their registration with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 1 50 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the independent directors possess the requisite expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Familiarisation Program for Directors

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of expertise. The directors are usually encouraged to interact with members of senior management as part of the induction programme. The senior management make presentations giving an overview of the Company's strategy, operations, products, markets and group structure, Board constitution and guidelines, and the major risks and risk management strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed from https://www.dic.co.in/sites/default/files/2024-12/Familiarization%20Programme%202024_0.pdf.

Meetings of the Board & Committees of the Board

The Board met ten times during the Year Under Review. The intervening gap between two consecutive meetings of the Board did not exceed one hundred and twenty days during the Year Under Review. The Committees of the Board ("Committee") usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business.

The Board meetings were conducted in due compliance with and following the procedures prescribed in the Companies Act, 2013, SEBI Listing Regulations and applicable secretarial standards.

In terms of the provisions of rule 8 of schedule IV to the Companies Act, 2013 one separate meeting of the independent directors excluding all other directors of the Company was also conducted on August 13, 2024. Reference is invited to the annexed corporate governance report for details thereof

The details of Board and Committee meetings held during the Year Under Review and directors attending the same are given in the corporate governance report forming part of this Report.

Constitution of Committees

As on December 31, 2024, there are four statutory Board level committees:

• Audit Committee

• Stakeholders' Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

Further, in view of timely assessment and mitigation of riskthe Board has also constituted Risk Management Committee to assist Board on risk management and mitigation framework.

The details with respect to the composition, terms of reference and other details of all the aforementioned committees of the company have been elaborated in the corporate governance report annexed to this Report.

Nomination & Remuneration Policy

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as directors, key managerial personnel ("KMPs") and senior management personnel ("SMPs").

The NRC Policy has been framed with the objective-

(i) to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations,

(ii) to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

(iii) to adopt best practices to attract and retain talent by the Company; and

(iv) to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. During the Year Under Review, there has been no change in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at https://www.dic.co.in/ sites/default/files/2025-02/Nominattion%20and%20Remuneration%20Policy.pdf.

Performance Evaluation

During the Year Under Review, the formal annual evaluation of the performance of the Board, its committees and individual directors was carried out, in the Company by the independent directors, and the Board, in compliance with the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time.

The performance of non-independent directors, Board as a whole and the chairman was done by the independent directors of the Company. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

An indicative criterion of evaluation was circulated to the directors to facilitate such evaluation. Based on the feedback of the directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the NRC Policy and such indicative criterion. The Board sought the feedback of directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.),

• Structure, composition, and role clarity of the Board and Committees,

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation process endorsed the Board confidence in the ethical standards of the Company, the resilience of the Board and the management in navigating the Company during challenging times, cohesiveness amongst the Board, constructive relationship between the Board and the management, and the openness of the management in sharing strategic information to enable Board to discharge their responsibilities and fiduciary duties.

Whistle Blower Policy & Vigil Mechanism

In compliance with the provisions of section 177 of the Companies Act, 2013 and regulation 22 of the SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behavior, actual or suspected fraud, health, safety and environmental issues. Adequate safeguards are provided against victimization of stakeholders who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided.

The aforesaid policy may be accessed at the website of the Company at https://www.dic.co.in/sites/ def a u It/f i les/2 021 -04/Whistle Blower Policy 0.pdf.

Adequacy of Internal Financial Controls

The Company has robust internal financial controls systems which is in line with requirement of Companies Act, 2013 which is intended to increase transparency and accountability in organizations process of designing and implementing a system of internal control.

The Company uses SAP ERP systems as a business enabler and to maintain its books of accounts. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanism and maintenance of supporting records. Detailed procedural manuals are in place to ensure that all the assets are protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are reviewed by the Audit Committee of the Board. The observations and comments of the Audit Committee are placed before the Board.

Based on the results of such assessments carried out by the management, no reportable material weakness or significant deficiencies in the design or operation of internal financial control was observed.

Risks & Mitigation Steps

The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the Board.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Particulars of Loans, Guarantees or Investments

The particulars of loans given, investment made and guarantees provided by the Company, under Section 186 of the Companies Act, 2013, as at December 31, 2024, are placed here below:

The relevant sections of the financial statements may also be referred for the details on intercorporate loans, guarantee or investment.

Subsidiary/Associates/Joint Venture Companies

The Company does not have any subsidiary/associate/joint venture company for the year ended December 31, 2024.

Deposits

During the year under review, your Company did not accept any public deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of December 31, 2024.

Energy, Technology & Foreign Exchange

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed and forms a part of this Report as Annexure 3.

Human Resources

DIC India believes that the competence and commitment of our employees are the key differentiating factors which enable our organization to create value by offering quality products & services to our customers. We strive to create a harmonious work environment & strengthen our work culture to drive high level of performance orientation. As a part of the culture, we are committed towards scaling up competence level of employees & offering them a long-term career to attract & retain talent. As on December 31, 2024, the Company had 347 employees (previous year 357) on its direct pay roll.

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report as Annexure 4. As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report excluding the information on employee's particulars under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the members which is, however, available for inspection in electronic mode. Members can inspect the same by writing to investors@dic.co.in. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual harassment in line with the requirements of the Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act') and the rules framed thereunder. Internal Committees (IC) have been set up to redress complaints received regarding sexual harassment.

During the year under review, no complaint of sexual harassment was received by the Company and the policy is available on https://www.dic.co.in/investors/policies.

Particulars of Contracts or Arrangements with Related Parties

All the contracts/arrangements/transactions etc. entered into by the Company with related parties were in ordinary course of business and on arm's length basis in terms of provisions of Companies Act, 2013.

Omnibus approval from the Audit Committee is obtained for all transactions with related parties and all such transactions are reviewed by the Audit Committee every quarter. The Audit Committee takes into consideration for approving ail related party transactions from the perspective of fulfilling the criteria of meeting arm's length pricing.

As per SEBI Listing Regulations, if any related party transactions exceeds Rs. 1000 crore or 10% of the annual turnover as per the latest audited financial statement, whichever is lower, would be considered as material and requires member approval. In this regard, the Company has not exceeded the limit as specified above and therefore no member's approval was required.

Related Party Transaction Policy has been adopted by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company's websitehttps://www.dic.co.in/sites/default/files/2021-01/related-party-policy.pdf.

The Company in terms of Regulation 23 of the SEBI Listing Regulations regularly submits within the prescribed time from the date of publication of its financial results for the half year, disclosure of related party transactions in the format specified to the stock exchange.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors to the best of their knowledge and ability confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and

v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

As per the provisions of the Act, the Company appointed M/s. Price Waterhouse Chartered Accountants LLP as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 75th Annual General Meeting held on March 22, 2023 till the conclusion of 80^th Annual General Meeting.

Statutory Auditors' Observations

The auditors' report on the financial statements for the financial year ended December 31, 2024 is an Un-modified report and does not contain any qualification, report of fraud, reservation, adverse remark or disclaimer and do not call for any further comments.

Secretarial Auditor

The provisions of Section 204 of the Companies Act, 2013 mandates secretarial audit of the Company by a Company Secretary in Practice. The Board appointed M/s. T. Chatterjee & Associates, Practicing Company Secretary (Firm Registration No. P2007WB067100) as the Secretarial Auditor for the financial year ending December 31, 2024. The secretarial auditors' report for the financial year ending December 31, 2024 is annexed to this Report as Annexure 5. There are no qualification, reservation, adverse remark or disclaimer in the said report and do not call for any further comments. However, the settlement application suo moto filed by the Company has been noted by the Secretarial Auditor in their report annexed herewith.

Detail of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016

During the financial Year Under Review, neither any application is made by the Company nor any proceeding is pending under the Insolvency And Bankruptcy Code, 2016.

Transfer to Investor Education & Protection Fund

During the financial year ended December 31, 2024, unpaid or unclaimed dividend for the financial year ended December 31, 2016 amounting to INR 3,21,184 were transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with section 125 of the Companies Act, 2013. Further, 13,739 shares were transferred to Investor Education and Protection Fund during Financial Year ended December 31,2024.

Significant & Material Orders

There were no significant and material orders passed in relation to the Company, during the Year Under Review.

Other Disclosure

During the financial Year Under Review, disclosure with respect to details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof is not applicable.

Acknowledgement

The continued co-operation and support of its loyal customers has enabled the Company to make every effort to understand their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, co-operation and support is helping us as a Company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing the DIC brand. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.