DIC India adds Sirohi and Kapoor as independent directors

DIC India Limited appointed Tony Sirohi and Shalini Kapoor as additional non-executive independent directors from November 3, 2026, for three-year terms subject to shareholder approval, while Prabal Sarkar and Pritha Dutt will cease as independent directors at the close of business on November 5, 2026.

Who are DIC India's new independent directors?

DIC India appointed Tony Sirohi and Shalini Kapoor as additional non-executive independent directors with effect from November 3, 2026. The board approved both appointments on the recommendation of its Nomination and Remuneration Committee, with each appointment subject to shareholder approval through a postal ballot.

Both appointments carry three-year terms and are not liable to retirement by rotation. DIC India said Sirohi and Kapoor each confirmed that they meet the independence requirements under the Companies Act, 2013 and the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015.

DIC India also disclosed that neither appointee has been debarred from holding a directorship by the Securities and Exchange Board of India or another authority. The company said both are unrelated to its directors, key managerial personnel and promoters, which is part of its disclosure for the November 3 appointments.

The board meeting that approved the appointments began at 2:00 p.m. Indian Standard Time on November 3, 2026, and concluded at 6:02 p.m. The company had given prior notice of the meeting to stock exchanges on October 27, 2026, and also approved a postal ballot to seek shareholder approval for the two appointments.

What experience does Tony Sirohi bring to DIC India?

Tony Sirohi brings more than 30 years of experience in general management, profit-and-loss leadership, business transformation and strategic growth across India, Southeast Asia and Vietnam, according to DIC India's November 3 disclosure. His stated experience includes senior leadership and board positions at Constantia Flexibles, Aptar Group and Huhtamaki, all described by DIC India as multinational packaging companies.

DIC India said Sirohi has led market expansions, post-acquisition integrations, turnaround initiatives and greenfield investments during his career. The company identified corporate governance, business strategy, risk oversight and organisational development as areas to which his background could contribute during the three-year term beginning November 3, 2026.

The filing describes Sirohi's position as an additional directorship rather than confirming a shareholder-approved independent directorship. DIC India approved the postal-ballot process on November 3, but did not disclose a voting timetable, result date or any board-committee assignment for Sirohi in the announcement.

DIC India's financial results note that its operations are predominantly the manufacture of printing inks and constitute a single operating segment under Indian Accounting Standard 108, Operating Segments. The November 3 filing does not link Sirohi's packaging-sector experience to a specific operating plan, investment, target or product initiative at DIC India.

What legal expertise does Shalini Kapoor add to DIC India's board?

Shalini Kapoor brings more than 34 years of legal practice before the Supreme Court of India, Delhi High Court and various tribunals, DIC India said on November 3, 2026. Her stated specialisms are civil litigation, commercial arbitration, mediation and dispute resolution, including corporate, commercial and cross-border matters.

DIC India said Kapoor has represented and advised multinational corporations, public institutions, regulatory bodies and educational organisations. The company also described her as a senior mediator with the Delhi High Court Mediation and Conciliation Centre and said she has been appointed as an arbitrator in several significant disputes.

Kapoor's three-year term also started on November 3, 2026, subject to shareholder approval through the postal ballot. Like Sirohi, she is not liable to retire by rotation, has confirmed her independence status, and is not related to DIC India's directors, key managerial personnel or promoters.

The company said Kapoor's profile brings legal expertise, independent judgment and a governance perspective suited to board-level oversight. However, DIC India did not announce a committee role, identify a particular dispute or legal matter for her oversight, or disclose a timetable for shareholder voting as part of its November 3 filing.

Which DIC India directors are leaving and when?

Prabal Sarkar and Pritha Dutt will both resign as non-executive independent directors at the close of business on November 5, 2026. Their departures follow the November 3 appointments of Sirohi and Kapoor, creating a two-day period in which the incoming additional directors and outgoing independent directors are effective board members.

DIC India said each departing director submitted a resignation letter and confirmed there were no material reasons for resignation other than those stated in that letter. Although the filing refers to resignation letters in Annexure II, the supplied announcement does not reproduce their detailed contents.

The disclosure records no listed-entity directorships for Sarkar. For Dutt, it records an independent directorship at Dalmia Bharat Refractories Limited and membership of that company's Nomination and Remuneration Committee as of the November 5, 2026 cessation date.

The two departing directors held the same non-executive independent-director category as the two incoming appointees. DIC India did not state that either resignation was caused by the appointments, and it did not disclose a separate operating, financial or governance event underlying the November 5 departures.

What else did DIC India approve on November 3?

DIC India also approved unaudited financial results for the quarter and nine months ended September 30, 2026, at the November 3 board meeting. For the September 2026 quarter, profit for the period was Rs 1.32 crore, compared with Rs 3.67 crore in the corresponding quarter ended September 30, 2025.

For the nine months ended September 30, 2026, DIC India reported profit for the period of Rs 20.43 crore, compared with Rs 12.13 crore in the corresponding nine months of 2025. The company reported revenue from sale of goods of Rs 273.04 crore for the September 2026 quarter and Rs 705.52 crore for the nine-month period.

Price Waterhouse Chartered Accountants LLP issued an unmodified limited-review conclusion on the September 30, 2026 financial results, dated November 3, 2026. A limited review provides less assurance than an audit, and the auditor stated that it had not performed an audit of the interim financial information.

The board-transition announcement does not attribute the quarterly profit change to Sarkar's and Dutt's departures or to the appointments of Sirohi and Kapoor. It instead combines the director actions, postal-ballot approval and September 2026 financial-results approval in the same November 3 exchange filing.

Conclusion

DIC India has initiated a simultaneous transition in two independent-director positions, appointing Sirohi and Kapoor for three-year terms from November 3, 2026, subject to shareholder approval, before Sarkar and Dutt leave on November 5. The disclosed incoming experience spans multinational packaging leadership, legal practice, arbitration and mediation, while the company continues to report printing inks as its single operating segment.

The next disclosed step is DIC India's postal ballot seeking shareholder approval for the two appointments. The November 3, 2026 announcement does not provide voting dates, a result date or committee assignments for Sirohi and Kapoor, leaving those matters to be disclosed as the approval process progresses.