D.B.Corp Limited — Board/Management Information 2021

Sep 30, 2021

September 30, 2021

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The Manager (Listing - CRD) BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Fort, Mumbai - 400 001. Scrip Code: 533151

The Manager (Listing Department) The National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. Symbol: DBCORP

ISIN: INE950I01011

Sub.: Re-appointment/Appointment of Directors – Disclosure under Regulation 30 read with Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) by D. B. Corp Limited (‘the Company’)

Dear Sir(s)/ Madam,

Pursuant to the aforesaid SEBI Listing Regulations, we wish to inform you that the shareholders of the Company at the 25[th] Annual General Meeting of the Company held today, i.e. on September 30, 2021 through Video Conferencing/ Other Audio Visual Means, have inter alia approved the following businesses pertaining to Re-appointment / Appointment of Directors on the Board of the Company:

1. Re-appointment of Mr. Sudhir Agarwal (DIN: 00051407) as Managing Director of the Company for a period of 5 (five) years with effect from January 1, 2022 and approval of Remuneration payable to him. Further, he is not liable to retire by rotation as per the Articles of Association of the Company.

2. Appointment of Mr. Santosh Desai (DIN: 01237902) as an Independent Director of the Company for a term of 3 (three) years on the Board of the Company commencing from October 21, 2020 to October 20, 2023.

3. Re-appointment of Ms. Anupriya Acharya (DIN: 00355782) as an Independent Director of the Company for a second consecutive term of 5 (five) years on the Board of the Company commencing from June 22, 2021 up to June 21, 2026.

The details as required under the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, including the brief profile of the above Directors are given in “Annexure I” attached to this letter.

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This intimation is also being uploaded on the Company’s website at https://dbcorpltd.com/

We request you to kindly take the same on record.

Thanking you.

Yours truly,

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Annexure I

Details of Mr. Sudhir Agarwal (DIN: 00051407)

Sr. No.		Details of Event that need to provided	Information of such event(s)
1.		Reason for change viz. appointment, ~~resignation,~~ ~~cessation,~~ ~~removal,~~ ~~death or otherwise~~	The Shareholders of the Company vide Special Resolution passed at the 25thAnnual General Meeting of the Company held on September 30, 2021, have approved the re- appointment ofMr. Sudhir Agarwal (DIN: 00051407)as Managing Director of the Company for a period of 5 (five) years with effect from January 1, 2022 and have approved the remuneration payable to him.
2.		Date of appointment/ cessation (as applicable) & term of appointment	Date of Re-appointment –With effect from January 1, 2022. Term of Re-appointment –For a period of 5 (five) years with effect from January 1, 2022 to December 31, 2026. Mr. Sudhir Agarwal will not be liable to retire by rotation.
3.		Brief profile (in case of appointment)	Mr. Sudhir Agarwal has close to 30 years of experience in the publishing and newspaper business and has been a part of the Organization for the same number of years. He is responsible for its long-term vision, business planning and performance monitoring. His dynamic leadership and clear vision led the Company to encompass multiple states, three languages and a pan- India presence. Under his supervision, the Company's door-to-door contact launch process has helped its newspapers become No.1 from day one. His aggressive management qualities have led analysts and investors to consider the Company as one of the fastest growing Media Group of India.

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1. Disclosure of relationships between Mr. Sudhir Agarwal is the brother of Mr. directors (in case of appointment of Girish Agarwal and Mr. Pawan Agarwal. a director) Except the aforesaid, none of the other Directors or KMPs is related to Mr. Sudhir Agarwal. 5. Information as required pursuant to Mr. Sudhir Agarwal is not debarred from BSE Circular with ref. no. holding the office of director by virtue of any LIST/COMP/14/2018-19 and the SEBI order or any other such authority. National Stock Exchange of India Limited Circular with ref. no. NSE/ CML/2018/24, both dated 20[th ] June, 2018.

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Annexure I

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Details of Mr. Santosh Desai (DIN: 01237902)

Sr. No.		Details of Event that need to provided	Information of such event(s)
1.		Reason for change viz. appointment, ~~resignation,~~ ~~cessation,~~ ~~removal,~~ ~~death or otherwise~~	The Shareholders of the Company vide Ordinary Resolution passed at the 25th Annual General Meeting of the Company held on September 30, 2021, have approved the appointment ofMr. Santosh Desai (DIN: 01237902)as an Independent Director of the Company for a term of 3 (three) years on the Board of the Company commencing from October 21, 2020 to October 20, 2023.
2.		Date of appointment/ cessation (as applicable) & term of appointment	Date of Appointment –With effect from October 21, 2020. Term of Appointment –For a period of 3 (three) years with effect from October 21, 2020 to October 20, 2023.
3.		Brief profile (in case of appointment)	Mr. Santosh Desai is the Managing Director and CEO of Future Brands Limited. Before this, he was the President of Mccann- Erickson, one of India's premier advertising agencies. He spent 21 years in Advertising and was strategically involved in building key brands for a range of local and multinational clients. He has been a guest lecturer at various national and international universities and has addressed the global management boards of several multinationals including Microsoft, Philips, Hershey's, Unilever, Coke and Reckitt Benckiser. His principal area of interest lies in studying the relationship between culture and brands. An academic at heart, he writes regularly on contemporary Indian society and on subjects related to Marketing. Recentlyhepublished

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his book on India titled "Mother Pious Lady". 4. Disclosure of relationships between None of the Directors or KMPs are related to directors (in case of appointment of Mr. Santosh Desai. a director) 5. Information as required pursuant to Mr. Santosh Desai is not debarred from BSE Circular with ref. no. holding the office of director by virtue of any LIST/COMP/14/2018-19 and the SEBI order or any other such authority. National Stock Exchange of India Limited Circular with ref. no. NSE/ CML/2018/24, both dated 20[th] June, 2018.

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Annexure I

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Details of Ms. Anupriya Acharya (DIN: 00355782)

Sr. No.		Details of Event that need to provided	Information of such event(s)
1.		Reason for change viz. appointment, ~~resignation,~~ ~~cessation,~~ ~~removal,~~ ~~death~~ ~~or~~ ~~otherwise~~	The Shareholders of the Company vide Special Resolution passed at the 25thAnnual General Meeting of the Company held on September 30, 2021, have approved the re-appointment ofMs. Anupriya Acharya (DIN: 00355782)as an Independent Director of the Company for a second consecutive term of 5 (five) years on the Board of the Company commencing from June 22, 2021 up to June 21, 2026.
2.		Date of appointment/ cessation (as applicable) & term of appointment	Date of Re-appointment –With effect from June 22, 2021. Term of Re-appointment –For a period of 5 (Five) years with effect from June 22, 2021 up to June 21, 2026.
3.		Brief profile (in case of appointment)	Ms. Anupriya Acharya, CEO, Publicis Media India is an eminent media professional with 25+ years of experience in media agencies across India and Singapore. Prior to this, she has also held positions of Group CEO of Zenith Optimedia, CEO- Aegis Media Singapore, Leader - Team Unilever, South Asia at Mindshare and President – The Media Edge, India. Ms. Anupriya Acharya is a Jury member on key media industry awards in India and APAC, and speaks frequently at key industry events. She has been felicitated by Forbes India as ‘W-Power’ Trailblazer 2018 and featured in India’s list of Top 50 “Most Powerful Women in Business” in 2018. She has also featured amongst the Top 10 on Impact’s list of “50 Most Influential Women in Advertising,Media and MarketingIndustry” in

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2018 and 2019.

1. Disclosure of relationships between None of the Directors or KMPs are related to Ms. directors (in case of appointment Anupriya Acharya. of a director)

2. Information as required pursuant Ms. Anupriya Acharya is not debarred from to BSE Circular with ref. no. holding the office of director by virtue of any SEBI LIST/COMP/14/2018-19 and the order or any other such authority. National Stock Exchange of India Limited Circular with ref. no. NSE/ CML/2018/24, both dated 20[th] June, 2018.

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