DCM Shriram Industries Limited has communicated comprehensive guidance to its shareholders regarding the apportionment of acquisition costs for equity shares following the successful implementation of its composite scheme of arrangement. The communication, dated February 3, 2026, provides detailed instructions on how shareholders should allocate their original investment costs across the restructured entities.

Scheme Implementation Details

The composite scheme of arrangement was sanctioned by the Hon'ble National Company Law Tribunal, New Delhi Bench, through its order dated November 21, 2025. The scheme became effective on December 17, 2025, and involved two key corporate actions:

• Amalgamation: Lily Commercial Private Limited merged into DCM Shriram Industries Limited
• Demerger: The chemical undertaking and rayon undertaking were separated into DCM Shriram Fine Chemicals Limited and DCM Shriram International Limited respectively

The restructuring was executed on a going concern basis, with share issuance following the provisions of Section 2(19AA) of the Income-tax Act, 1961.

Share Entitlement and Allocation

Under the share entitlement ratio established by the scheme, shareholders whose names appeared in the register of members as on the record date of December 26, 2025, received specific allocations. Each shareholder was issued one equity share each in both resultant companies for every one equity share held in the original demerged company, with all shares having a face value of INR 2 each, fully paid up.

Cost Apportionment Framework

The company has provided specific percentages for shareholders to apportion their total cost of acquisition across the three entities:

These percentages are based on the net book value of assets transferred in relation to the net worth of the demerged company immediately before the demerger, as stipulated under Section 49(2C) of the Income-tax Act.

Practical Application Example

The company has provided a detailed example to illustrate the cost allocation process:

Regulatory Compliance and Tax Implications

The scheme complies with Section 2(19AA) of the Income-tax Act, ensuring that the demerger is not treated as a transfer in shareholders' hands. According to Section 47(vid) of the Act, the equity share issuance by the resultant companies will not be regarded as a transfer. Additionally, under Explanation 1(i)(g) to Section 2(42A) of the Act, the acquisition date for shares in the resultant companies is deemed to be the same as the original acquisition date for the demerged company shares.

The company has emphasized that this communication serves as general guidance only and advises shareholders to consult their own tax advisors for specific implications. The guidance document is available on the company's website at the dedicated scheme section, and shareholders can contact the company at 011 43745075 or through email for additional assistance.

DCM Shriram Industries Limited has announced a postal ballot seeking shareholder approval for four significant board appointments. The company has issued a comprehensive notice under Sections 108 and 110 of the Companies Act, 2013, proposing key changes to its board composition.

E-Voting Timeline and Process

The remote e-voting period for the postal ballot will commence at 9:00 AM IST on Monday, January 26, 2026, and conclude at 5:00 PM IST on Tuesday, February 24, 2026. The company has appointed Mr. Kamaljit Singh (COP No. 16847), a practicing Company Secretary, as the Scrutinizer to conduct the postal ballot process.

Proposed Board Appointments

The postal ballot covers four resolutions for board appointments, each requiring special resolution approval from shareholders.

Independent Directors

The company seeks approval for appointing two Independent Directors for five-year terms from December 10, 2025, to December 9, 2030:

Anurag Surana (DIN: 00006665) brings over 35 years of experience in agrochemical, fine chemical, and specialty chemical industries. He previously served as Executive Director at PI Industries Ltd for 14 years and currently serves as Managing Director & CEO of Kagashin Global Network (P) Ltd. His expertise includes strategic leadership, operations management, and international business development.

Sidharth Prasad (DIN: 00074194), aged 62 years, is a seasoned entrepreneur with decades of experience across sugar, hospitality, real estate, and energy sectors. He serves as a Board Member of L.H. Sugar Factories Limited and as an Independent Director at United Provinces Sugar Company Limited.

Executive Directors

The company also proposes two executive appointments as part of its succession planning:

Uday Shriram (DIN: 11407307), aged 33 years, son of Managing Director Madhav B. Shriram, will be appointed as Deputy Managing Director. He holds degrees from Brown University and brings eight years of experience in analytics leadership and management consulting, including his role as Associate Director at Sanofi Specialty Care.

Rohan Shriram (DIN: 08940521), aged 31 years, also son of the Managing Director, will serve as Whole Time Director. He holds a Bachelor's degree in Economics and Government and has diverse experience across portfolio management, strategy, and business development.

Remuneration Structure

Both executive directors will receive identical compensation packages:

Regulatory Compliance

These appointments align with the company's implementation of a Scheme of Arrangement and board reconstitution requirements. Under Regulation 17(1C) of SEBI (LODR) Regulations, 2015, director appointments must receive shareholder approval within three months.

The company has confirmed that all proposed directors meet independence criteria under Section 149(6) of the Companies Act, 2013, and are not disqualified under Section 164 or debarred by SEBI from holding directorship positions.

Voting Rights and Documentation

Shareholders registered as of the January 19, 2026 cut-off date will be eligible to vote. The company will conduct the process entirely through electronic mode, with notices sent to registered email addresses. Physical postal ballot forms will not be distributed in compliance with MCA circulars.

The postal ballot notice and related documents are available on the company's website, stock exchange portals, and KFin Technologies Limited's e-voting platform. Results will be announced within two working days of the e-voting conclusion and communicated to stock exchanges.