The Directors have pleasure in presenting the Annual Report for the year ended December 31,2018.

TRANSFER TO RESERVES

The Company has not transferred any sum to the Reserve for the financial year ended December 31,2018. DIVIDEND

In view ofthe loss, your Directors regret their inability to recommend any dividend for the year.

CHANGE IN SHARE CAPITAL

The paid up share capital of the Company as on December 31, 2018 was Rs. 91.79 million and there has been no change in the capital structure ofthe Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

BOARD MEETINGS

The Board evaluates all the decisions on a collective consensus basis amongst the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the financial year ended December 31, 2018, 7 (seven) Meetings ofthe Board of Directors ofthe Company were held.

The details of the Board Meetings held during the F.Y. 2018 have been furnished under Clause I(2)(D) in the Corporate Governance Report forming apart ofthis Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and the same have been placed and noted by the Board in its meeting held on January 30,2018.

REMUNERATION POLICY

ANomination and Remuneration Policy formulated and adopted on December 5,2014, pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto inter alia define the Companies policy on Directors’ appointment and remuneration by the Nomination and Remuneration Committee.

The said policy may be referred to, at the Company’s official website at the weblink, http://www.dicindialtd.co/corp-gov-nrp.html.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantees or made any investments exceeding the limits prescribed in Section 186 ofthe Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Policy has been adopted by the Board of Directors at its meeting held on December 5, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company’s official website at the weblink, http://www.dicindialtd.co/corp-gov-rptp.html. The Audit Committee reviews all related party transactions quarterly.

Further, during the year there were no material related party contracts entered into by the Company and all contracts were at arm’s length and in ordinary course of business.

EXTRACT OFANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 may be referred to, at the Company’s official website at the weblink, http://www.dicindialtd.co.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

According to Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting ofthe Independent Directors was held on February 6,2018 to inter alia, evaluate the performance of the Non-Independent Directors, including the Chairman. The Board thereafter in its meeting held on the same day evaluated the performance ofthe Independent Directors in terms of Schedule IV ofthe Companies Act, 2013.

As a familiarization programme to enable the Board members to take informed decisions, the Management presents a quarterly review of the Industry outlook, company performance, operations, financial statements etc before the Board.

The Nomination & Remuneration Committee evaluates and recommends to the Board the compensation and benefits of the executive Board members and Leadership team of the Company. The MD & CEO in consultation with the Corporate General manager - HR evaluates and decides the annual compensation of all other officers.

CAPITAL EXPENDITURE

Capital Expenditure during the year, towards tangible & intangible assets, amounted to Rs. 171.17 million, a major part of which was spent on Plant & Machinery.

ENERGY, TECHNOLOGY &FOREIGN EXCHANGE

As required under Section 134(3)(m) ofthe Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed and forms a part of this Report marked as AnnexureA.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended December 31,2018.

HUMAN RESOURCES

DIC India believes that the Competence and Commitment of our employees are the key differentiating factors which enable our organization to create value by offering quality products & services to our customers. We strive to create a harmonious work environment & strengthen our work culture to drive high level of performance orientation. As a part of the culture, we are committed towards scaling up competence level of employees & offering them a long term career to attract & retain talent. As on December 31,2018, the Company had 525 employees (previous year 522) on its direct pay roll.

Information in accordance with the provisions of Section 197(12) ofthe Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report marked as AnnexureB. As per the provisions of Section 136(1) ofthe Companies Act, 2013, the Annual

Report excluding the information on employee’s particulars is being sent to the members which is, however, available for inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted an Internal Complaints Committees (ICC). No complaint has been raised during the year ended December 31,2018.

WEBSITE OFTHE COMPANY

The Company maintains a website www.dicindialtd.co where detailed information of the Company and its products are provided.

WHISTLE BLOWER MECHANISM

The Company has an updated Whistle Blower Policy in place. The said policy may be referred to, at the Company’s official website at the weblink, http://www.dicindialtd.co/investers-wbp.html.

INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of its business. Detailed procedural manuals are in place to ensure that all the assets are protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are reviewed by the Audit Committee of the Board of Directors. The observations and comments ofthe Audit Committee are placed before the Board.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each ofthe Exchanges.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status ofthe Company and its future operations.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished under Clause 1(3) in the Corporate Governance Report forming a part of this Annual Report. There had been no instances where the Board has not accepted the recommendations ofthe Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Company’s official website at the weblink, http://www.dicindialtd.co/corp-gov-csr.html. The CSR Committee guides and monitors the activity undertaken by the Company in this sphere.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules and recent amendment, for the year ended December 31,2018, the Company was not required to make any expenditure towards CSR. However, the Company made a voluntary expenditure of Rs. 2.44 million in continuation ofthe ongoing projects.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors’ protection and maximizing long-term shareholders’ value. The certificate of the Statutory Auditors, M/s Deloitte Haskins & Sells LLPs, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed.

HEALTH, SAFETY AND ENVIRONMENT

Your Directors give high importance to Safety and Health ofour employees and environmental surroundings in which we operate. All ESH activities are being driven and monitored by Company’s ESH function. In addition your Directors also take note ofthe quarterly ESH performance during their quarter end reviews. At a Corporate level all the activities of ESH function are periodically monitored and reviewed through the Group’s regional office in Singapore.

At DIC India we believe in systems based approach which is ratified by Occupational Health & Safety System (OHSAS 18001), Environment Management System (ISO 14001), and Quality Management System (ISO 9001) recertification for all ofour four manufacturing plants in India.

Year 2018 was also good in terms of ESH performance. We improved our process of hazard recognition and near miss reporting, which helped us in having only 4 Loss Work Days due to Injury compared with 17 Loss Work Days last year.

On Environment front we have planted more than 200 trees at our Ahmedabad plant. We replaced our old equipment with energy efficient equipment and changed our Boiler liquid fuel to more efficient gas based fuels which helped us in reducing our normalized C02 emission by more than 7%. Our normalized water consumption has also reduced significantly by more than 23% compared with last year, as we have installed high efficiency chillers and started using recycled domestic waste water for gardening purposes.

INFORMATION SYSTEM

Information Technology (IT) plays a vital role, facilitating informed decision-making to grow the business. Over the years, the Company has invested extensively in IT infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy. To align with the DIC Group requirement, the Company has installed SAP ERP suite for a reliable, comprehensive and integrated business solution. The integrated IT & SAP ERP Suite enables the Management team to make timely and informed business decisions based on MIS, which is directly derived from real time transactional data.

DIRECTORS

During the year under review, Mr. Shailendra Singh resigned as Managing Director and CEO ofthe Company due to personal reasons. His resignation was effective December 11,2018.

Mr. Manish Bhatia joined the Company as Chief Executive Officer effective December 11,2018. Mr. Manish Bhatia has been further appointed as Managing Director and CEO effective January 30,2019 for which Company is seeking approval of shareholders at the ensuing Annual General Meeting. The profile of Mr. Manish Bhatia is given in the Notice ofthe Annual General Meeting.

In terms of Articles of Association of the Company, Mr. Ho Yeu Guan retires from the Board by rotation and being eligible, offer himself for re-appointment.

The following persons have been designated as Key Managerial Personnel ofthe Company pursuant to Section 2(51) and Section203 ofthe CompaniesAct, 2013 read with the Rules framed thereunder.

1. Mr. Manish Bhatia - Managing Director & Chief Executive Officer

2. Mr. Sandip Chatterjee-ChiefFinancialOfficer

3. Mr. Raghav Shukla- General Manager-Legal & Company Secretary

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) ofthe Act, the Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company at the end ofthe financial year and ofthe Profit and Loss ofthe company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COSTAUDIT

Inaccordance with the provisions of Section 148 ofthe Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company relating to the business of manufacturing printing inks. Accordingly, M/s. Sinha Chaudhuri & Associates, Cost Accountants (Firm regn. No. 000057) were appointed as the Cost Auditors for auditing the Company’s cost accounts for the year ended December 31,2018.

STATUTORYAUDITORS

As per the provisions ofthe Act, the Company appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 70th Annual General Meeting held on March 22,2018.

STATUTORYAUDITORS’ OBSERVATIONS

The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report is an Un-modified report and does not contain any qualification, report of fraud, reservation, adverse remark or disclaimer and do not call for any further comments.

SECRETARIAL STANDARDS

The Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

SECRETARIALAUDITOR

The provisions of Section 204 read with Section 134(3) ofthe Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after April 1, 2014 by a Company Secretary in Practice. The Board in its meeting held on February 6, 2018 appointed M/s. T. Chatterjee & Associates, Practicing Company Secretary (Firm Registration No. S2007WB097600) as the Secretarial Auditor for the financial year ending December 31, 2018. The Secretarial Auditors’ Report for the financial year ending December 31, 2018 is annexed to the Boards’ Report. There are no qualification, reservation, adverse remark of disclaimer in the said report and do not call for any further comments.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the financial year ended December 31, 2018, unpaid or unclaimed dividend for the financial year ended December 31, 2010 amounting to Rs. 0.27 million were transferred to the Investor Education and Protection Fund established by the Central Government, incompliance with section 125 ofthe Companies Act, 2013.

RESEARCH & DEVELOPMENT

The In-house R&D facilities at Kolkata, Bengaluru and Noida are registered with the Department of Scientific and Industrial Research (DSIR), Government of India, Ministry of Science and Technology, New Delhi. The necessary approval for In-house R&D facilities u/s 35(2AB) of Income Tax Act, 1961 for the above facilities was valid till March 31,2018 and the Company has filed necessary application for renewal. The approval is awaited.

RISKS & MITIGATING STEPS

The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the Board.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the employees, customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Securities and Exchange Board of India and Central and State Governments for their consistent support and encouragement to the Company.

On behalf of the Board

Sd/-

Dipak Kumar Banerjee

Chairman

DIN:00028123

Sd/-

Manish Bhatia

Place : Noida Managing Director & CEO

Date: January 30, 2019 DIN: 08310936