D.B.Corp Limited — Board/Management Information 2023

May 19, 2023

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19[th] May, 2023

To

BSE Limited The National Stock Exchange of India Limited The Deputy Manager (Listing - CRD), The Manager (Listing Department), Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street Bandra Kurla Complex, Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 533151 SYMBOL: DBCORP

ISIN: INE950I01011

Sub.: Outcome of the Meeting of the Board of Directors of D. B. Corp Limited held on Friday, 19[th] May, 2023 in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI Listing Regulations"]

Dear Sir/Madam,

Pursuant to the provisions of the SEBI Listing Regulations, we wish to inform you that, the Board of Directors at its Meeting held today i.e. 19[th] May, 2023 has inter alia, approved the following items of business:

A. Audited Financial Results:

The Audited Financial Results (Standalone and Consolidated) of the Company for the 4[th] quarter and the financial year ended 31[st] March, 2023.

B. Second Interim Dividend for the Financial Year 2022-23:

Payment of Second Interim Dividend of Rs. 3/- (Rupees Three only) per Equity Share of face value ('FV') of Rs. 10/- each (i.e. @30% of FV) [subject to Tax Deducted at Source] for the Financial Year 2022-23.

Pursuant to Regulation 42 of the SEBI Listing Regulations, the details of record date for the purpose of payment of second interim dividend are as follows:

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BSE	NSE Symbol	Type of	Record Date	Purpose	Payment
Scrip Code		Security			Date
533151	DBCORP	Equity Shares	31stMay, 2023	For the purpose of ascertaining eligibility of shareholders for payment of Second Interim Dividend for F.Y. 2022-23	On or before 16thJune, 2023

C. Re-appointment of Mr. Santosh Desai (DIN: 01237902) as an Independent Director on the Board of Directors of the Company for a second consecutive term of 5 (five) years:

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors has re-appointed Mr. Santosh Desai (DIN: 01237902) as an Independent Director for a second consecutive term of 5 (five) years commencing from October 21, 2023 to October 20, 2028, subject to the approval of the Members at the ensuing Annual General Meeting.

D. Re-appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director on the Board of Directors of the Company for a second consecutive term of 5 (five) years:

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors has re-appointed Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director of the Company for a second consecutive term of 5 (five) years commencing from July 28, 2024 to July 27, 2029, subject to the approval of the Members at the ensuing Annual General Meeting.

The details as required under the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD/4/2015 dated 9th September, 2015, including the brief profile of Directors as aforesaid whose re-appointment was approved by the Board today are attached to this letter as "Annexure I and Annexure II".

The meeting of the Board of Directors of the Company commenced at 11.10 a.m. (IST) and concluded at 12.25 p.m. (IST).

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This intimation is also being uploaded on the Company's website i.e. www.dbcorpltd.com.

We request you to take this on record, and to treat the same as compliance with the applicable provisions of the SEBI Listing Regulations, as amended.

Thanking you.

Yours truly,

For D. B. Corp Limited

Anita Digitally signed by Anita Gokhale Gokhale Date: 2023.05.19 12:39:46 +05'30' Anita Gokhale Company Secretary Membership No.: F4836

Encl.: as above

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Annexure I

Details of Mr. Santosh Desai (DIN: 01237902)

Sr. No.		Details of Event that need to be provided	Information of such event(s)
1.		Reason for change viz. appointment, ~~resignation, cessation, removal, death or~~ ~~otherwise~~	Re-appointment of Mr. Santosh Desai as an Independent Director of the Company for a second consecutive term of five years commencing from October 21, 2023 to October 20, 2028, subject to approval of the members at the ensuing Annual General Meeting.
2.		Date of appointment/ ~~cessation~~ (as applicable) & term of appointment	Second consecutive term of five years commencing from October 21, 2023 to October 20,2028.
3.		Brief profile (in case of appointment)	Mr. Santosh Desai is the CEO of Future Brands Consulting. Previously, he was the President of McCann Erickson, one of India’s premier advertising agencies. A post graduate from IIMA, Mr. Desai’s principal area of interest is examining the evolving nature of consumer culture in India. He is currently on the boards of Future Consumer Products Limited, D. B. Corp Ltd and Breakthrough. He is also a member of the Governing Councils of Mudra Institute of Communication, Ahmedabad & Praxis Business School, Kolkata. He has his own weekly column in the Times of India and is the author of the bestseller “Mother Pious Lady: Making Sense of Everyday India” a book that examines how the everyday life of middle class India has evolved.
4.		Disclosure of relationships between directors (in case of appointment of a director)	Not inter-se related to any other Director or Key Managerial Personnel of the Company.
5.		Information as required pursuant to BSE Circular with ref. no. LIST/COMP/14/2018- 19 and the National Stock Exchange of India	Mr. Santosh Desai is not debarred from holding the office of Director by virtue of any SEBI order or anyother such authority.

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Limited Circular with ref. no. NSE/ CML/2018/24, both dated 20[th] June, 2018.

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Annexure II

Details of Ms. Paulomi Dhawan (DIN:01574580)

Sr. No.		Details of Event that need to be provided	Information of such event(s)
1.		Reason for change viz. appointment, ~~resignation, cessation, removal, death or~~ ~~otherwise~~	Re-appointment of Ms. Paulomi Dhawan as an Independent Director on the Board of Directors of the Company for a second consecutive term of five years commencing from July 28, 2024 to July 27, 2029, subject to approval of the members at the ensuing Annual General Meeting.
2.		Date of appointment/ ~~cessation~~ (as applicable) & term of appointment	Second consecutive term of five years commencing from July 28, 2024 to July 27, 2029, subject to approval of the members at the ensuingAnnual General Meeting.
3.		Brief profile (in case of appointment)	With 40 years of media, marketing and brand communications experience, Ms. Paulomi Dhawan has played an integral role in shaping the brand equity of many leading Indian brands like Parle, Raymond, Park Avenue, Hawkins, Swissair, Eenadu and Star TV among others. Ms. Dhawan has been recognised for her deep understanding of the efficiency and efficacy of various media platforms and her strategic vision in the area of management of media investments. This experience has helped deliver positive impact and relevant messaging towards building the image of various corporate entities and their “C” suite among stakeholders. Her strong bond with media owners, editors and senior journalists has not only been her strength but a powerful asset. Ms. Dhawan started her career as a Media Planner at Everest Advertising,risingto be

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National Vice President. Consequently, under her leadership as President, Media Supermarket (the media division of iB&W Communications), the first independent media business was established. Later at Redifussion DY&R, she was amongst the TV show KBC launch team.

Following a career in advertising, Ms. Dhawan took on a senior managerial role at Raymond Ltd. as Head of Media and Corporate Communications, where she played a key role in positioning the brand as the leading luxury lifestyle textile player on a global level. She, continued as Strategic Advisor to the CMD on perception management and key initiatives.

Ms. Paulomi Dhawan was on the University of Bombay advisory group for the formulation of the BMM degree. She continues to be on the Executive Council of the Indian Society of Advertisers (ISA), serving as Treasurer of the organisation. She is currently an Independent Director on the Board of Mukta Arts Ltd, Whistling Woods.

Ms. Paulomi Dhawan has been inducted on the Executive Council of SHED (Society for Human & Environmental Development) for the work she painstakingly did with the organisation through the Inner Wheel platform. She is now also on the Board of Make-a-Wish Foundation of India. 4. Disclosure of relationships between Not inter-se related to any other Director or directors (in case of appointment of a Key Managerial Personnel of the Company. director) 5. Information as required pursuant to BSE Ms. Paulomi Dhawan is not debarred from Circular with ref. no. LIST/COMP/14/2018holding the office of Director by virtue of any 19 and the National Stock Exchange of India SEBI order or any other such authority.

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Limited Circular with ref. no. NSE/ CML/2018/24, both dated 20[th] June, 2018.

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