DIC India Ltd

Dear Shareholders.

Your Directors take pleasure in presenting the 76'' Annual Report on the business and operations of DIC India Limited ('Company'), along with the summary of financial statements for the year ended December 31.2023.

FINANCIAL HIGHLIGHTS

STATE OF COMPANY?S AFFAIPS

Your Company recorded a turnover of Rs. 82,885.14 lakhs in the current year against Rs. 87,199.01 lakhs in the previous year. However, the Company registered a loss before tax of Rs. (2,824.60) lakhs in the current year against Rs. 4,098.41 lakhs in the previousyear.

The losses were primarily on account of extra-ordinary expenses towards closure of Kolkata plant and low business yield.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is annexed to the report as Annexure A.

DIVIDEND

In view of loss recorded u nder current financial year your Board of Directors have decided not to recommend any dividend for the current financial year

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended December 31, 2023.

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

No material changes and commitments have occurred after the closure of the year till the date of this Report, which affectthefinancial position oftheCompany.

CHANCES IN THE NATURE OF BUSINESS

There has been no fundamental change in the nature of business of the Company during the financial year ended Decern ber 31,2023

SHARE CAPITAL AND LISTING OF SHARES

As on December 31.2023, the authorized share capital of the Company is Rs 1500 Lakh and subscribed & paid-up equity share capital oftheCompany isRs.917.90 Lakh.

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

MEETINGS OFTHE BOARD AND COMMITTEES OFTHE BOARD

The Board met eleven times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 (the Act') and the SEBI Listing Regulations, The Committees of the Board usually meet the day before or on the day of the Board meeting, or wheneverthe need arises for transacting business. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review are given in the Corporate Governance Report

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) oftheSEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulationl6(l)(b) of the SEBI Listing Regulations

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

EVALUATION OF BOARD'S PERFORMANCE

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. 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.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members' 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 Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members todischargetheir responsibilitiesand fiduciary duties.

FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all new directors (including Independent Directors) inducted to the Board are given a formal orientation. The familiarisation programme for our 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 presentationsgiving 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 Di rectors 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.

REMUNERATION POLICY

A Nomination and Remuneration Policy formulated and adopted pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto inter olio define the Companies policy on appointment and remuneration by the Nomination and Remuneration Committee.

The said policy may be referred to, at the Company's website https://www.dic.co.in/sites/defauIt/files/2021-

OlAemuneration-policy.pdf.

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 31.2023, are furnished in Annexure B and forms part of this Report.

SUBSIDIARY/ASSOCIATES/DOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended December 31, 2023.

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 31,2023.

ANNUAL RETURN

In terms of Section 92{3) and Section 134(3){a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the financial year 2023 of the Company is available on the website of the Company at https://www.dic.co.in/investors/coroorate-news.

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 pa rt of this Report as Annexure C

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, 2023, the Company had 357 employees (previousyear 474) 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 Ma nagerial Personnel) Rules, 2014, as amended, forms part of this Report as Annexure D 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 Act¹) and the rules framed thereunder. Internal Complaints Committees (ICC) 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/polides

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished under Clause 6 in the Corporate Governance Report forming a part of this Report. There had been no instances where the Board has not accepted the recom mendations of the Audit Comm ittee.

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 busi ness and on arm 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 all related party transactions from the perspective of fulfilling the criteria of meeting arm's length pricing.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if any related party transactions exceeds Rs. 1000 crore or 10% of the annua I 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 were required.

Related Party 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 website https://www.dic .qoa n/s? te $/d efa u :t/f i les/2021-01/related-partv-po:icv.pdf.

The Company in terms of Regulation 23 of the 5EBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 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.

WHISTLE BLOWER MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has vigil mechanism through its Whistle Blower Policy in compliance with the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of Listing regulations.

The mechanism covers any instances of financial irregularities, breach of code of conduct, abuse of authority, disclosure of financial/price sensitive information, unethical/unfair actions concerning Company vendors/ suppliers, malafide manipulation of Company record, discrimination to the code of conduct in an anonymous manner. The policy also provides protection to the employees and business associates who report unethical practices and irregularities.

The Company has an updated Whistle Blower Policy in place. The said policy may be referred to. at the Com pa ny's websi te https://www,dic,co.i'n/sites/default/riles/2Q21Q4/Whistle-BlQwer_Policy_0.pdf

INTERNAL CONTROL SYSTEMS

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 toensure 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 of Directors. 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 wasobserved.

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and applicable Rules, for the year ended December 31,2023, the Company had a corpus of Rs 25.91 Lakh in its CSR funds to be spent towards CSR activity.

As a part of DIC India Corporate Social Responsibility, the Company has identified Education and Health as the 2 thematic areas for intervention. These are as per the areas identified as per the guidelines laid down in Section 135of the Companies Act.

In year 2023. the Company actively worked on the following three CSR initiatives under the thematic areas chosen:

Under the "Deeksha" programs, children from underprivileged families have been brought under our wingsto be guided and groomed for a successful future with quality education. Our program of Deeksha is executed by our experienced NCO partner Deevan Tirth, who have expertise in execution of United Nationssustainable goals.

In the year 2023, DIC commissioned a study by 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 initiated a project through a renowned NCO, 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' SDC. 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 will continue in the next year as well.

The Company, in the Financial Year 2023 has fully utilized the CSR Corpus and spent Rs 26.09 Lakh towards Corporate Social Responsibility. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013, and the Rules framed thereunder, is annexed tothis report as Annexure E.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors' protection and maximizing long -term shareholders'value

Pursuant to the SEBI Listing Regulations, the Corporate Governance Report is annexed to this report as Annexure F Further, the certificate of the Statutory Auditors, M/s Pricewaterhouse Chartered Accountants LLP, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V{E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 is annexed to this report as Annexure G

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.

DIRECTORS

Pursuant to Section 149,152 and other applicable provisions of the Companies Act. 2013. one third of Directors as are liable to retire by rotation, shall retire by rotation every year and. if eligible, offer themselves for reappointment at every Annual General Meeting (AGM). Consequently. Mr. Paul Koek (DIN: 00081930) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the notice of 76 "AGM Pursuant to the provisions of Section 149 of the Act. the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") There has been no change In the circumstances affecting their status as independent directors of the Company

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent

Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred, if any. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and rules made thereunder

Particulars of change in directorship during the year:

Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at their meeting held on August 04.2023 re-appointed Mr Rajeev Anand (DIN. 02519876), Mr Prabal Sarkar (DIN 03124712) and Ms. Pritha Dutt (DIN: 02910608) as Non-Executive Independent Director. The members of the Company via postal ballot (resolutions passed on September 05, 2023 respectively) also approved the re-appointment of Mr. Rajeev Anand, Mr. Prabal Sarkar and Ms. Pritha Dutt.

Mr. Masahiro Kikuchi (DIN: 08025525). consequent to his change of assignment from the Group, has resigned from the Board effective from January11,2024.

Mr. Ji Xiang Jason Lee (DIN:10485668). on February 22, 2024, was appointed as an Additional Director (Non- Executive Non-Independent) on the Board of the Company to hold office till ensuing AGM. The Board recommends his appointment as Non-Executive Non-Independent Director w.e.f February 22,2024.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are:

1. Mr. ManishBhatia- Managing Directors Chief Executive Officer

2. Mr. Gagan Deep Singh - Chief Financial Officer

3. Mr. RaghavShukla -Corp. General Manager-Legal & Company Secretary

During the year, Mr.Taishi Nojima (DIN: 08401012) resigned as Whole-Time Director of the Company with effect from May 11,2023.

Mr. Sandip Chatterjee stepped down from the post of Chief Financial Officer w.e.f March 31, 2023 upon of his superannuation.

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;

li. 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 ofthefinancialyearandof the Profit and Loss of the company for that period;

Hi. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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?" Annual General Meeting.

STATUTORY AUDITORS'OBSERVATIONS

The Auditors' Report on the Financial Statements for the Financial Year ended December 31, 2023 is an Unmodified 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 December31,2023 The Secretarial Auditors' Report for the financial year ending December 31,2023 is annexed to this Report as Annexure H There are no qualification, reservation, adverse remark or disclaimer in the said report and do not call for any further comments.

COST AUDITOR

During the Year, the provisions of Section 148 of the Companies Act, 2013 is not applicable on the Company.

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 31,2023, unpaid or unclaimed dividend for the financial year ended December 31.2015 amounting to Rs. 3,07,741 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, 9,131 Shares were transferred to Investor Education and Protection Fund during Financial Year ended December 31,2023.

SIGNIFICANT AND MATERIAL ORDERS

During the period under review, the Company initiated the process for closure of its manufacturing facilities at

Kolkata. While the formalities for closure are under process, the manufacturing facilities the Company has since stopped, and all the employees and workmen has separated/transferred

The decision for closure is in line with the Company philosophy and continuously improving operating efficiency. 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.