Meeting Details

The 50th Annual General Meeting of the equity shareholders of Diamines and Chemicals Limited was held on Wednesday, September 16, 2026, at 10:30 A.M. The meeting was held at the registered office of the Company at Plot No. 13, PCC Area, P.O. Petrochemicals, Vadodara – 391346, Gujarat, India.

Summary of Resolutions and Implications

Eight resolutions were voted upon at the AGM:

1. Ordinary Resolution 1: Adoption and consideration of the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2026.

2. Ordinary Resolution 2: Appointment of a director in place of Mr. Tanmay Godiawala (DIN: 07084668), who retires by rotation.

3. Ordinary Resolution 3: Ratification of remuneration of the Cost Auditor.

4. Special Resolution 4: Reappointment of Mr. Tanmay Godiawala as a Director.

5. Special Resolution 5: Reappointment of Mr. Rajendra Chhabra as a Non-Executive Director in the category of professional Director.

6. Special Resolution 6: Approval of payment of remuneration to Mr. Rajendra Chhabra exceeding fifty percent of the total remuneration payable to all other Non-Executive Directors for FY 2026-27.

7. Special Resolution 7: Approval of payment of remuneration to Mr. Rajendra Chhabra exceeding fifty percent of the total remuneration payable to all other Non-Executive Directors for FY 2027-28.

8. Special Resolution 8: Commission to Non-Executive Directors.

All resolutions were passed by the requisite majority.

Voting Process and Methods

The voting process utilized two methods:

1. Remote E-Voting: The remote e-voting period was open from Saturday, September 12, 2026, at 9:00 hours (IST) until Tuesday, September 15, 2026, at 17:00 hours (IST). The facility was provided by MUFG Intime India Private Limited (Instavote Platform).

2. Voting by Poll (Physical): A physical poll was conducted at the AGM on all resolutions for members present who had not voted via remote e-voting.

The cut-off date for determining member eligibility to vote was Wednesday, September 9, 2026.

Key Voting Outcomes

Eligible Share Capital and Voter Base

  • Paid-Up Shares: 1,00,55,519 Equity Shares of ₹10 each.
  • Voting Rights Frozen (IEPF): 1,89,606 Equity Shares.
  • Voting Rights Frozen (Bonus Suspense): 2,123 Equity Shares.
  • Voting Rights Frozen (Suspense Escrow): 16 Equity Shares.
  • Total Eligible Shares for Voting: 98,63,774 Equity Shares.
  • Total Shareholders as of cut-off date (August 7, 2026): 13,105.

Resolution-Wise Results

Ordinary Resolution – 1 (Financial Statements)

  • Total Votes Cast: 63,84,769
  • In Favor: 60,93,371 votes (94.49% of e-vote, 100% of poll) from 71 members.
  • Against: 2,91,398 votes (5.51% of e-vote) from 1 member.
  • Invalid: 0

Ordinary Resolution – 2 (Director Appointment - Mr. Godiawala)

  • Total Votes Cast: 63,84,769
  • In Favor: 60,93,132 votes (94.49% of e-vote, 100% of poll) from 69 members.
  • Against: 2,91,637 votes (5.51% of e-vote) from 3 members.
  • Invalid: 0

Ordinary Resolution – 3 (Cost Auditor Remuneration)

  • Total Votes Cast: 63,84,769
  • In Favor: 60,93,371 votes (94.49% of e-vote, 100% of poll) from 71 members.
  • Against: 2,91,398 votes (5.51% of e-vote) from 1 member.
  • Invalid: 0

Special Resolution – 4 (Reappointment - Mr. Godiawala)

  • Total Votes Cast: 63,84,769
  • In Favor: 60,93,132 votes (94.49% of e-vote, 100% of poll) from 69 members.
  • Against: 2,91,637 votes (5.51% of e-vote) from 3 members.
  • Invalid: 0

Special Resolution – 5 (Reappointment - Mr. Chhabra)

  • Total Votes Cast: 63,84,769
  • In Favor: 60,93,132 votes (94.49% of e-vote, 100% of poll) from 69 members.
  • Against: 2,91,637 votes (5.51% of e-vote) from 3 members.
  • Invalid: 0

Special Resolution – 6 (Remuneration FY 2026-27)

  • Total Votes Cast: 63,84,769
  • In Favor: 60,93,135 votes (94.49% of e-vote, 100% of poll) from 70 members.
  • Against: 2,91,634 votes (5.51% of e-vote) from 2 members.
  • Invalid: 0

Special Resolution – 7 (Remuneration FY 2027-28)

  • Total Votes Cast: 63,84,769
  • In Favor: 60,93,132 votes (94.49% of e-vote, 100% of poll) from 69 members.
  • Against: 2,91,637 votes (5.51% of e-vote) from 3 members.
  • Invalid: 0

Special Resolution – 8 (Commission to Directors)

  • Total Votes Cast: 63,84,769
  • In Favor: 60,93,132 votes (94.49% of e-vote, 100% of poll) from 69 members.
  • Against: 2,91,637 votes (5.51% of e-vote) from 3 members.
  • Invalid: 0

Participation Breakdown

  • Remote E-Voting: 53 shareholders participated, holding 52,91,583 shares.
  • Physical Poll: 19 shareholders present at the AGM voted, holding 10,93,186 shares. 38 members were present physically, but only 19 voted as others had already voted remotely.
  • Total Participation: 72 unique shareholders cast votes representing 63,84,769 shares.

Scrutinizer's Role and Findings

Sandip Sheth & Associates, Practicing Company Secretaries (Firm Peer Review Regn. No: 8361/2026), were appointed as the Scrutinizer. Their responsibilities included:

  • Scrutinizing votes cast via remote e-voting and physical poll.
  • Verifying specimen signatures for physical ballots with the RTA, MUFG Intime India Private Limited.
  • Unblocking e-votes on September 16, 2026, at 11:38 a.m. in the presence of two independent witnesses, Ms. Sakshi Jha and Ms. Prerna Kosthi.
  • Reconciling electronic ballots with company records and lodged proxies.
  • Treating incomplete or defective ballot papers as invalid. No invalid votes were found.

The Scrutinizer concluded that all resolutions were passed by the requisite majority and the process was duly complied with.

Compliance Confirmation

The report confirms compliance with:

  • Sections 108 & 109 of the Companies Act, 2013.
  • Rule 21(2) of the Companies (Management and Administration) Rules, 2014.
  • Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The notice of the AGM was dispatched to 11,147 members via email and 1,958 members via post. It was also published in Business Standard (English) and Vadodara Samachar (Gujarati) newspapers on August 14, 2026.

Other Information

The original voting records (CD/Excel sheets, poll papers) are under the Scrutinizer's safe custody and will be handed over to the Company Secretary after the Chairman approves and signs the AGM minutes.