Diamines & Chemicals Ltd

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.

AGM Details

• 50th AGM scheduled for 16 September 2026 at 10:30 AM at the registered office, Vadodara; physical meeting.
• Mode: physical; VC/OAVM noted but meeting preferred in person.
• Record closure: Members register closes 10-16 September 2026.
• e-voting cut-off: 9 September 2026; remote voting from 12-15 September 2026.
• Annual report and notice available electronically to members.

Key Resolutions

• Adopt audited standalone financial statements for the year with board and auditor reports.
• Reappoint Tanmay Godiawala as Executive Director by rotation.
• Ratify cost auditor remuneration of Rs 50,000 for 2026-27.
• Reappoint Tanmay Godiawala as Director for three years from 2027.
• Reappoint Rajendra Chhabra as Non-Executive Professional Director for three years from 2026.
• Remuneration for Rajendra Chhabra exceeding 50% of other non-executive directors for 2026-27.
• Remuneration for Rajendra Chhabra exceeding 50% for 2027-28.
• Commission to Non-Executive Directors for five years starting 2026-27.

Voting Status

• Voting results for resolutions not disclosed in this filing.

Dividend

• Dividend: no final dividend proposed for the year; prior year was Rs 1 per share.

Director & Auditor Changes

• Statutory auditors KC Mehta & Co LLP to continue; no change.
• Cost Auditor SSPuranik & Associates remuneration Rs 50,000 for 2026-27 to be ratified.
• Tanmay Godiawala remuneration to be finalized under draft executive agreement, within Schedule V.
• Rajendra Chhabra remuneration terms to be approved under special resolutions.

Related Party Transactions

• Related party transactions with WOS and KLJ Organic Diamines; ordinary course and arm's length.
• RPT policy updated on February 12, 2026.

ESOP and Other Approvals

• ESOP: 3,840 options granted in 2025-26; 1,88,864 options remaining under 2021 scheme.

AGM Details

• AGM date and time: September 16, 2026 at 10:30 AM, physical at registered office.
• Record closure dates: Register of members closed Sep 10–16, 2026 (inclusive).

Dematerialisation status

• Dematerialisation requests for the quarter ended 30 June 2026 were confirmed to depositories (accepted/rejected).
• Securities dematerialised have been listed on the exchanges where the existing securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after due verification; depository's name substituted within prescribed timelines.

Land acquisition binding term sheet

• WOS DACL Fine Chem signs binding term sheet to acquire ~50 acres at Auro Industrial Park, Kakinada.
• Total consideration ₹40 crore: ₹28 crore for Tranche 1, ₹12 crore for Tranche 2, excluding duties.
• Binding term sheet valid through 30 June 2027; final definitive agreement to be negotiated.
• Purpose: setting up a new chemical plant; seller: Kakinada SEZ Limited; related party status not applicable.
• Location: Auro Industrial Park, Kakinada, Andhra Pradesh.