Diamines & Chemicals Ltd

Diamines & Chemicals Ltd trading window closed from October 01, 2026 until 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ending September 30, 2026

Management changes

• Transfer of Mr. Venkatesan Arumugam to VP Manufacturing on the subsidiary's rolls; effective Oct 01, 2026.
• Transfer of Mr. Harmanpreet Singh to General Manager - Projects on the subsidiary's rolls; effective Oct 01, 2026.

AGM Details

• Date, time, mode: 16 September 2026, 10:30 AM; Physical AGM at registered office.
• Remote e-voting window: Sep 12–15, 2026; notice cut-off date: Sep 9, 2026.

Key Resolutions and Outcomes

• Ordinary: Adoption of Audited Standalone and Consolidated financial statements; Passed.
• Ordinary: Appointment/reappointment of Rajendra Chhabra to the Board; Passed.
• Ordinary: Ratification of remuneration of Cost Auditor; Passed.
• Special: Reappointment of Tanmay Godiawala as Director; Passed.
• Special: Reappointment of Rajendra Chhabra as Non-Executive Director (Professional); Passed.
• Special: Remuneration to Rajendra Chhabra exceeding 50% for FY 2026-27; Passed.
• Special: Remuneration to Rajendra Chhabra for FY 2027-28; Passed.
• Special: Commission to Non-Executive Directors; Passed.

Directors & Auditors

• Remuneration approvals for Rajendra Chhabra; approved by ordinary; special resolutions.
• Cost Auditor remuneration ratified; no change to statutory auditor.

Related Party & Other Approvals

• Material Related Party Transactions: None disclosed.
• No additional material approvals beyond listed items.

AGM Details

• 50th AGM held on September 16, 2026 at 10:37 AM.
• Mode: physical at registered office with e-voting facility.
• 3 corporate reps represented 20,18,747 equity shares.
• E-voting window: Sep 12, 2026 9:00 AM to Sep 15, 2026 5:00 PM.
• Scrutinizer appointed: Sandip Sheth & Associates.
• Meeting concluded at 11:17 AM.
• Chairman overview covered FY2025-26 performance and outlook.
• Business transacted: adoption of financial statements and director reappointment.

Key Resolutions

• Resolution 1: Adoption of standalone and consolidated financial statements for FY 2026.
• Resolution 2: Re-appointment of Tanmay Godiawala by rotation.
• Resolution 3: Ratification of remuneration of Cost Auditor.
• Resolution 4: Reappointment of Rajendra Chhabra as Non-Executive Director (Professional).
• Resolution 5: Remuneration to Rajendra Chhabra exceeding 50% of total NED for FY 2026-27.
• Resolution 6: Remuneration to Rajendra Chhabra exceeding 50% for FY 2027-28.
• Resolution 7: Commission to Non-Executive Director.
• Voting results pending; Scrutinizer report to be posted on the company's website.

Directors & Appointments

• Tanmay Godiawala to be reappointed as Director.
• Rajendra Chhabra to continue as Non-Executive Director (Professional).

Auditor & Cost Auditor

• Cost Auditor remuneration ratification approved.

PESO ammonia storage license renewal

• Renewal of PESO license to store ammonia at Vadodara unit.
• License valid through 30/09/2031; ensures uninterrupted operations.
• Annexure A contains SEBI-mandated disclosures for the license renewal.

ESOP allotment correction

• Correction to distinctive numbers for ESOP 2021 allotment: 1,00,53,393 - 1,00,55,519.
• 2,127 shares allotted to eligible employees on August 5, 2026.
• Total issued shares after issue: 1,00,55,519; paid-up capital Rs 10,05,55,190.
• Par value Rs 10; exercise price Rs 10 per share.
• ISIN: INE591D01014; listing fee payable: none due post-allotment.
• Shares issued rank pari passu with existing equity shares.
• Scheme: DACL-Employee Stock Option Plan 2021.

AGM notice, AR access, and KYC updates

• 50th AGM scheduled Sept 16, 2026 at 10:30 AM IST at Vadodara registered office.
• Annual Report 2025-26 available on the company website; AR link provided.
• For members without registered email, AR web-link was sent on Aug 13, 2026.
• Cut-off date for email registration status: Aug 7, 2026.
• KYC update reminder under SEBI circular; dematerialisation of physical securities encouraged.
• KYC formats ISR-1/2/3, SH-13/14 and nomination forms available on the website.
• Electronic payment eligibility for physical-holding folios without complete PAN or contact details.

Financial snapshot

• Standalone net sales and other income: 4,308.15 Lakhs for FY2025-26.
• Standalone PBIDT: (875.93) Lakhs; Standalone PAT: (1,111.37) Lakhs.
• Consolidated revenue: 4,241.81 Lakhs; Consolidated PAT: (1,278.31) Lakhs.
• Standalone EPS: Basic (11.35) Rs; Consolidated EPS: Basic (13.06) Rs.
• Equity capital rose to 1,005.34 Lakhs; 2,69,402 new shares issued via warrants.
• 9,06,390 warrants issued; 2,69,402 converted; 6,36,988 warrants lapsed.
• Final dividend for FY2025-26: NIL; 2024-25 dividend was 10%.

Capital structure

• Equity capital increased to 1,005.34 Lakhs from 978.40 Lakhs due to warrants conversion.
• 2,69,402 equity shares issued on 24 Mar 2026 to promoters/directors.
• Warrants: 9,06,390 issued; 2,69,402 exercised; 6,36,988 lapsed.
• Loans: to WOS 673.94 Lakhs; to KLJ Organic Diamines 284.41 Lakhs.
• No long-term debt; overdraft facility used for working capital.

Dividend & shareholding

• 50th AGM on 16 Sept 2026; remote e-voting Sept 12-15; cut-off Sept 9.
• Promoters hold 57.40%; Public 42.60% as of 31-Mar-2026.
• Dematerialisation: NSDL 78.13%, CDSL 20.34%, Physical 1.53%.
• Promoter conversion: 2,69,402 shares issued; 6,36,988 warrants lapsed.
• Unclaimed dividends transferred to IEPF with specified claim windows.

Governance & audit

• Board: 6 directors; 2 Executive, 3 Independent; Chair is Executive Promoter.
• Statutory Auditor: M/s KC Mehta & Co LLP; Secretarial Auditor: Sandip Sheth & Associates.
• Internal Auditor: CNK & Associates; Cost Auditor: S S Puranik & Associates.
• Independent Directors met separately on 12-Feb-2026; no material qualifications reported.
• CEO/CFO certification was placed before Board.

Operations & capital allocation

• Two reportable segments: Specialty Chemicals and Trading in Fruits & Vegetables.
• CWIP (capital work-in-progress): 1,941.36 Lakhs; land acquisition for new plant planned.
• DACL Fine Chem Limited is a 100% subsidiary; KLJ Organic Diamines Limited is 35% associate.
• Planned PIF committee governance for large project investment; one meeting in 2026.

CSR & ESG

• CSR expenditure: 61.50 Lakhs; 2% of average net profit ~61.49 Lakhs.
• Environmental: 0.75 MW wind turbine; ISO 9001:2015, ISO 14001:2015, ISO 45001:2018.
• CSR policy hosted on company site; 3 ongoing projects across education/health/environment.

Risk factors and outlook

• Geopolitical developments reduced international demand; realigning sales strategies.
• Raw material cost volatility and global supply-demand imbalances pose near-term risks.
• Outlook: margin improvement through contracts, new product development, and expanded markets.