Directors Report of Indigo Paints Ltd.

Mar 31, 2025

Your Directors are pleased to present the 25^th Annual Report on the business and operations of Indigo Paints Limited ("the Company/your
Company”) together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2025.

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS

The key highlights of the financial results of your Company for the financial year ended March 31, 2025 and comparison with the previous
financial year ended March 31, 2024 are summarised below:

(H I_n l_akh_s)

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	1,27,719.20	1,25,486.11	1,34,067.29	1,30,608.58
Less: Expenses	1,04,562.04	1,02,216.32	1,10,718.80	1,06,801.72
EBITDA	23,157.16	23,269.79	23,348.49	23,806.86
Less:
Finance Cost	295.97	159.07	350.07	212.10
Depreciation	5,383.93	4,617.76	5,852.61	5, 158.32
Add:
Other income	1,746.15	1,342.98	1,849.58	1,421.64
Profit before Tax	19,223.41	19,835.94	18,995.39	19,858.08
Less: Tax expenses (including deferred Tax)	4,829.17	4970.68	4,778.92	4,975.25
Profit after Tax	14,394.24	14,865.26	14,216.47	14,882.83
Add/(Less): Total Other Comprehensive Income	(23.00)	(6.68)	(9.95)	1.38
Total Comprehensive Income for the year	14,371.24	14,858.58	14,206.52	14,884.21

OVERVIEW OF COMPANY''S FINANCIAL
PERFORMANCE

Overview of Company''s Financial Performance on Standalone basis:

• Revenue from Operations of the Company stood at H 1,27,719.20
Lakhs as against H1,25,486.11 Lakhs for the previous year,
registering a growth of 1.78% in the revenue.

• EBITDA of the Company decreased to H 23,157.16 Lakhs as
against H 23,269.79 Lakhs for the previous year, registering a
de-growth of 0.48% in EBITDA.

• Profit after Tax (PAT) of the Company decreased to H 14,394.24
Lakhs as against H 14,865.26 Lakhs for the previous year,
registering a de-growth of 3.17% in PAT.

Overview of Company''s Financial Performance on Consolidated basis:

• Revenue from Operations of the Group stood at H 1,34,067.29
Lakhs as against H 1,30,608.58 Lakhs for the previous year,
registering a growth of 2.65% in the revenue.

• EBITDA of the Group decreased to H 23,348.49 Lakhs as
against H 23,806.86 Lakhs for the previous year, registering a
de-growth of 1.93% in EBITDA.

• Profit after Tax (PAT) of the Group decreased to H 14,216.47
Lakhs as against H 14,882.83 Lakhs for the previous year,
registering a de-growth of 4.48% in PAT.

Major Events:

There were no major events for the financial year 2024-25.

DIVIDEND

The Board of Directors at it''s meeting held on May 24, 2025, has
recommended payment of H 3.50/- (Three Rupees and Fifty Paise
only) (35%) per equity share of the face value of H 10/- (Rupees
Ten only) each as final dividend for the financial year ended March
31, 2025. The payment of final dividend is subject to the approval
of the shareholders at the ensuing Annual General Meeting (AGM)
of the Company.

The aforesaid final dividend is being paid by the Company from its
profits for the financial years under review.

As per the Income-Tax Act, 1961, dividends paid or distributed by
the Company shall be taxable in the hands of the shareholders.
Accordingly, the Company makes the payment of the dividend from
time to time after deduction of tax at source.

The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations/
SEBI Regulations) is available on the Company''s website: https://
indigopaints.com/investors/corporate-governance-2

The dividend pay-out ratio including the proposed final dividend of
the Company would be 11.58%.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to General
Reserves by the Company.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of your Company.

SHARE CAPITAL

During the year under review there was no change in the authorised
capital of the Company. However, the subscribed and paid up share
capital of the Company was increased from 4,76,20,987 number of
equity shares amounting to H 47,62,09,870/- to 4,76,34,707 number
of equity shares amounting to H 47,63,47,070/-.

The above mentioned increase was due to the allotment of additional
shares vide exercise of options by the eligible employees under the
Indigo Paints-Employee Stock Option Scheme, 2019.

EMPLOYEE STOCK OPTION SCHEME

In order to enable the employees to participate in the future growth
and to attract and retain talent, the Company has adopted the
"Indigo Paints-Employee Stock Option Scheme, 2019" ("ESOS,
2019”) and "Indigo Paints-Employee Stock Option Scheme, 2024"
("ESOS, 2024").

The Members of the Company, in the Annual General Meeting
held dated September 2, 2021 and August 10, 2024, had ratified
the ESOS 2019 and ESOS 2024 respectively, owing to the
requirements under Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
and authorised the Board to grant, allot stock options to the eligible
employees of the Company.

As per Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 the disclosures are as follows:

Sr. No	Particulars	ESOS 2019	ESOS 2024
1	Number of Options granted	47,600	Nil
2	Exercise price or Pricing formula (H)	10	10
3	Number of Options vested and exercisable	26,220	Nil
4	Number of Options exercised	13,720	Nil
5	Total number of shares arising out of exercise of Options	13,720	Nil
6	Number of Options lapsed (includes forfeited and lapsed options)	17,260	Nil
7	Variation in the terms of the Options	-	-
8	Money realized by exercise of Options (H)	1,37,200	Nil
9	Total number of Options in force	1,36,495	Nil

10. Employee wise details of options granted to -

Name Options granted
A	Senior Management Personnel and Key Managerial Personnel	Not Applicable
B	Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year	Not Applicable
C	Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	Not Applicable

The applicable disclosures as stipulated under SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 are provided
in Annexure A to this Report and are available on the Company''s
website at https://indigopaints.com/investors/

The certificate from the Secretarial Auditor on the implementation of
the 2021 Plan in accordance with Regulation 13 of the SEBI SBEB
Regulations, has been uploaded on the Company''s website at
https://indigopaints.com/investors/ The certificate will also be
available for electronic inspection by the members during the AGM
of the Company.

These equity-based compensation is considered to be an integral part
of employee compensation across sectors which enables alignment
of personal goals of the employees with organizational objectives

by participating in the ownership of the Company through stock-
based compensation scheme. The equity-based compensation
plans are an effective tool to reward and retain the talents working
with the Company.

CREDIT RATING

As your Company has not availed any credit facility, there was no
requirement for obtaining any credit rating.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year under review, the Company had not transferred any
amount or Share to the Investor Education and Protection Fund.

HUMAN RESOURCES & EMPLOYEE RELATIONS

Overview

During the year, the Human Resources function at Indigo Paints
remained focused on strategic execution and building an agile,
employee-centric ecosystem. Our efforts centered around
strengthening the employee life cycle from onboarding to exit while
reinforcing the company''s commitment to employee well-being.
Key initiatives included workforce planning, digital transformation
of HR systems, enhancement of medical facilities, health monitoring
programs, and regular employee engagement forums. These proactive
measures fostered resilience and boosted employee morale, enabling
a seamless adaptation to evolving work conditions.

Employee Performance & Engagement

We continue to prioritize holistic employee well-being, financial, physical,
mental, and social through a comprehensive suite of benefits across all
employee levels. In our effort to attract and retain high-caliber talent,
including an Employee Stock Options Plan (ESOP) for key contributors.

Our 360-degree feedback mechanism is closely linked to
compensation, promotions, and leadership development. The
People Review process further enables career pathing and identifies
development needs for managerial talent, fostering a culture of
transparency and continuous improvement.

An organization-wide Employee Pulse Survey was conducted to
assess engagement across areas such as leadership, workplace
culture, recognition, and career development. Based on these insights,
multiple initiatives were launched to bridge gaps and enhance the
overall employee experience.

Employee Welfare and Policies Framework

Recognizing that employee engagement is driven by purpose,
inclusion, and open communication, we continue to foster a culture
where feedback is encouraged and acted upon. Regular check-ins,
structured grievance redressal platforms, and leadership connect
sessions ensure a two-way communication flow.

Our inclusive HR policies provide maternity benefits, family health
insurance. Monthly wellness workshops address physical and mental
health, while our diversity and inclusion agenda promotes equal
opportunity in hiring, promotion, and compensation, regardless of
gender, religion, caste, or ethnicity.

Digital Transformation

The year marked significant progress in our HR digitalization journey.
Through people analytics, we gained deeper insights into workforce

trends and HR program effectiveness, allowing data-driven decision¬
making and performance optimization across business functions.

Talent Management and Leadership Development

Talent identification and succession planning remain core priorities.
High-potential employees are supported through customized
development plans, mentoring, and leadership programs. Regular
talent reviews ensure alignment of individual aspirations with
business needs.

Our legacy of internal leadership development continues, with a
significant number of senior roles filled through internal promotions.
Structured hiring strategies ensure the right fit at every level, leveraging
platforms such as social media, job portals, and campus engagements.

Our leadership development programs are cross-functional,
equipping emerging leaders with the skills to navigate business
transformation, manage change, and drive innovation in line with our
corporate values.

Recruitment Strategy and Retention Initiatives

Our recruitment framework is designed to support business scalability
while ensuring quality of hire. By tapping into a wide talent pool
through digital platforms and institutional partnerships, we maintain a
robust candidate pipeline.

To enhance retention, we offer competitive compensation, career
growth opportunities, and a culture of recognition. Internal mobility is
actively encouraged, converting business restructuring opportunities
into meaningful career progressions.

Employee Relations & Compliance

We uphold a strict zero-tolerance policy toward sexual harassment
at the workplace, in line with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Each
location has a duly constituted Internal Complaints Committee (ICC)
to address such issues with utmost sensitivity and confidentiality.

Disclosure: No complaint pertaining to sexual harassment was
reported during the year.

Employee Handbook and Accessibility

To enhance transparency and clarity, we have digitized our
comprehensive Employee Handbook, which is accessible through
the HR portal. It offers clear guidance on policies, code of conduct,
grievance redressal mechanisms, and employee entitlements,
empowering employees with self-service access to critical information.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors and Key Managerial Personnel are governed by applicable provisions of Companies Act
and Listing Regulations and the Policy devised by the Nomination and Remuneration Committee of your Company. The terms of reference of
Nomination and Remuneration Policy are contained in the Corporate Governance Section of the Annual Report.

Your Company''s Board comprises of the following Directors and Key Managerial Personnel as on March 31, 2025:

Sr.
Name of the Director & KMP No	Designation
1. Mr. Hemant Kamala Jalan	Chairman and Managing Director
2. Mr. Parag Hemant Jalan*	Non-Executive Director

Sr. No	Name of the Director & KMP	Designation
3.	Mr. Narayanankutty Kottiedath Venugopal	Executive Director
4.	Mr. Sunil Badriprasad Goyal	Independent Director
5.	Mr. Praveen Kumar Tripathi	Independent Director
6.	Mr. Ravi Nigam	Independent Director
7.	Ms. Ashwini Deshpande	Independent Director
8.	Mr. Abhay Kumar Pandey1	Independent Director
9.	Ms. Dayeeta Shrinivas Gokhale1	Company Secretary & Compliance Officer
10.	Mr. Chetan Bhalchandra Humane	Chief Financial Officer

*Notes: 1. Ms. Anita Jalan resigned with effect from close of business hours on May 22, 2024

2. Mr. Parag Jalan was appointed as a Non-Executive & Non-Independent Director with effect from May 22, 2024.

3. Ms. Sakshi Vijay Chopra resigned from November 7 2024.

4. Mr. Abhay Kumar Pandey was appointed with effect from November 7 2024

5. Ms. Dayeeta Shrinivas Gokhale resigned with effect from close of business hours on February 18, 2025

6. Ms. Sayalee Yengul was appointed as the Company Secretary & Compliance Officer with effect from April 16, 2025

The constitution of the Board of the Company is in accordance
with Section 149(6) of the Companies Act, 2013 and Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Further, in terms of the regulatory requirements, the name of every
Independent Director is to be registered in the online database of
Independent Directors maintained by Indian Institute of Corporate
Affairs, Manesar ("IICA"). Accordingly, the Independent Directors of the
Company have registered themselves with the IICA for the said purpose.

The Board has appointed, Mr. Narayanankutty Kottiedath Venugopal
(DIN: 00296465) as an Executive Director for a term of 5 consecutive
years, based on the recommendation of Nomination and Remuneration
Committee, subject to approval of shareholders of the Company in
ensuing Annual General Meeting. Mr. Narayanankutty has completed
B.Sc. in Mechanical Engineering from the University of Kerala and
PGDM from Indian Institute of Management, Calcutta. He has over 42
years of experience in the Paint Industry. He has been an entrepreneur
for most of his professional life. He was previously associated with Asian
Paints Limited and Hi-Build Coatings Private Limited. He has worked
with Sadolin Paints (Oman) Ltd at Muscat as Dy. General Manager
between 1990 and 2003. His rich experience has immensely helped
the Company in the current term as an Executive Director.

KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, Ms. Dayeeta Shrinivas Gokhale,
resigned with effect from closure of business hours on February 18,
2025. Ms. Sayalee Yengul was appointed as Company Secretary
and Compliance Officer w.e.f April 16, 2025 in place of former
Company Secretary, Ms. Dayeeta Shrinivas Gokhale.

In terms of the Companies Act, 2013, the following are the KMPs
of the Company:

• Mr. Hemant Kamala Jalan- Managing Director

• Mr. Chetan Bhalchandra Humane- Chief Financial Officer

• Ms. Dayeeta Gokhale- Company Secretary (till
February 18, 2025)

DIRECTORS RETIRING BY ROTATION

Mr. Parag Jalan (DIN: 10638804), Non-Executive Director, is liable
to retire by rotation and being eligible for re-appointment at the
ensuing Annual General Meeting ("AGM") of your Company, has
offered himself for re-appointment. His details as required under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are contained in the accompanying Notice convening the
ensuing AGM of your Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each
Independent Director under Section 149(7) of the Companies
Act,2013, that he / she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

Your Board of Directors met 5 (five) times during the financial year
2024-25. The details of the meetings and the attendance of the
Directors are mentioned in the Corporate Governance Report.

The Board of Directors of your Company have formed various
Committees, as per the provisions of the Companies Act, 2013
and as per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and as a part of the best corporate governance
practices, the terms of reference and the constitution of these
Committees is in compliance with the applicable laws and to ensure
focused attention on business and for better governance and
accountability. The constituted Committees are as below:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee; and

f) ESG Committee

The details with respect to the composition, terms of reference, number
of meetings held and business transacted by the aforesaid Committees
are given in the "Corporate Governance Report” of the Company
which is presented in a separate section and forms a part of the
Annual Report of the Company.

During the year under review, a separate meeting of the Independent
Directors was held on March 26, 2025, with no participation of Non¬
Independent Directors or the Management of the Company. The
Independent Directors had discussed and reviewed the performance
of the Non-Independent Directors and the Board as a whole and also
assessed the quality, quantity and timeliness of the flow of information
between the Management and the Board, which is necessary for the
Board to effectively and reasonably perform its duties.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the
Rules issued thereunder and SEBI (Listing Obligations and Disclosure
Requirements) 2015, the Board is required to carry out the annual
performance evaluation of the Board of Directors as a whole,
Committees of the Board and individual Directors.

Your Company understands the requirements of an effective Board
Evaluation process and accordingly conducts the Performance
Evaluation in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board.

iii. Individual Directors including the Chairperson of the
Board of Directors.

In compliance with the requirements of the provisions of Section 178
of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) 2015 and the Guidance Note on Board Evaluation
issued by SEBI, your Company has carried out a Performance
Evaluation process internally for the Board of Directors / Committees
of the Board / individual Directors including the Chairperson of the
Board of Directors for the financial year ended March 31, 2025.

The Board on the recommendation of Nomination & Remuneration
Committee has adopted the ''Nomination & Remuneration Policy''
and ''Performance Evaluation Policy'' for selection, appointment
and remuneration of Directors and Senior Management Personnel
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters as required by the
Companies Act, 2013. Necessary diversity in the Board is ensured.
Detailed policies is available at Company''s website https://
indigopaints.com/investors/corporate-governance-2/

The key objectives of conducting the Board Evaluation process were
to ensure that the Board and various Committees of the Board have
appropriate composition of Directors and they have been functioning
collectively to achieve common business goals of your Company. Similarly,
the key objective of conducting performance evaluation of the Directors
through individual assessment and peer assessment was to ascertain if
the Directors actively participate in the Board / Committee Meetings and
contribute to achieve the common business goals of the Company.

The Directors carry out the aforesaid Performance Evaluation in a
confidential manner and provide their feedback on a rating scale of 1-5.

Also, the Board is of the opinion that the Directors and Board
collectively stand the highest level of integrity and all members of
the Board including those appointed during the year have specified
skill set, expertise and experience including proficiency required
for the Company.

FAMILIARISATION PROGRAMME

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
2015, the Company has worked out a Familiarisation Programme for
the Independent Directors, with a view to familiarise them with their
role, rights and responsibilities in the Company, nature of Industry
in which the Company operates, business model of the Company
etc. Through the Familiarisation Programme, the Company apprises
the Independent directors about the business model, corporate
strategy, business plans, finance, human resources, technology,
quality, facilities, risk management strategy, governance policies and
operations of the Company. Details of Familiarisation Programme
of Independent Directors with the Company are available on the
website of the Company https://indigopaints.com/investors/
corporate-governance-2/.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURES

The Company has one subsidiary Company as on March 31, 2025.

The Company had acquired 51% Equity stake in Apple Chemie
India Private Limited ("Subsidiary Company”) w.e.f April 03,
2023. Pursuant to the provisions of Section 129(3) of the Act, a
statement containing the salient features of financial statements of the
Company''s subsidiaries in Form No. AOC-1 is attached in Annexure
B to this Board Report.

The Company does not have a material subsidiary, associate
company & joint venture.

RELATED-PARTY TRANSACTIONS

In accordance with the provisions of Section 188 of Companies Act,
2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has a Policy
on Related-Party Transactions which can be viewed at https://
indigopaints.com/investors/corporate-governance-2/

All transactions with related parties were reviewed and approved
by the Audit Committee and were in accordance with the Policy on
dealing with materiality of related party transactions.

All contracts/arrangements/transactions entered into by the
Company during the year under review with related parties were in
the ordinary course of business and on arm''s length basis in terms of
the provisions of the Act.

Further, there are no contracts or arrangements entered into under
Section 188(1) of the Act, hence no justification has been separately
provided in that regard.

The details of the related party transactions as per Ind AS- 24 on
Related Party Disclosures are set out in Note No. 28 to the standalone
financial statements of the Company.

DEPOSITS

No deposit within the meaning of Section 73 and 74 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014 have been
accepted by your Company during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

No loans or investments have been made by the Company during the
financial year March 31, 2025.

However, the Company has provided guarantee up to H 1,800 Lakh
to its Subsidiary Company.

ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian
Accounting Standards (IND-AS) as recommended by the Institute
of Chartered Accountants of India (ICAI) and prescribed by the
Central Government.

The Ministry of Corporate Affairs ("MCA") on August 5, 2022 had
amended Rule 3 of Companies (Accounts) Rules, 2014 relating to
maintenance of electronic books of account and other relevant books
and papers w.e.f April 01, 2023.

Your Company confirms that it is in compliance with the requirement of
the above amended Rule subject to note vi of Report on Other Legal
and Regulatory Requirements, forming part of Independent Auditors''
Report on Standalone Financial Statements.

AUDITORS

(a) Statutory Auditors:

In accordance with the provisions of section 139 of the Companies
Act 2013 and the rules made thereunder M/s. Price Waterhouse
Chartered Accountants LLP, Chartered Accountants, bearing
FRN 012754N/N500016 were appointed as the Statutory
Auditors of the Company, for a period of five years at the 24^th
Annual General Meeting (AGM) held on August 10, 2024.

The Auditors have issued an unmodified opinion on audited
financial statements of the Company for the year ended March
31, 2025. The Report given by the Auditors on the financial
statements of the Company is part of the Annual Report. There
has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.

The term of appointment of SRBC and Co., LLP, as Statutory
Auditors came to an end at the conclusion of the 24^th Annual
General Meeting of the Company held on August 10, 2024.

(b) Cost Auditors:

During the year under review, your Company has maintained
cost records and it was not required to conduct cost audit as
specified under Section 148 of the Companies Act, 2013. Hence
no cost auditor has been appointed.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A of
SEBI Listing Regulations, M/s. ARKS and Co LLP, Company
Secretaries, are appointed as the Secretarial Auditors to
undertake Secretarial Audit of the Company for the financial
year 2024-25. The Audit Report in the prescribed format i.e.
Form MR-3 is annexed to this Report as Annexure C.

The Company has filed the Secretarial Compliance Report as on
March 31, 2025, issued by M/s. ARKS and Co LLP, Company
Secretaries, on both the Stock Exchanges where the Company is
listed, pursuant to Regulation 24A of the Listing Regulations.

The Secretarial Auditors'' report has no qualifications for the
financial year 2024-25.

The Board of Directors in its meeting held on May 24, 2025,
on the recommendation of the Audit Committee and subject to
the approval of the Shareholders in the ensuing Annual General
Meeting, has appointed M/s. ARKS and Co LLP, Company
Secretaries (Firm Registration No. ACG-4049 and Peer Review
No. 1235/2021) as Secretarial Auditor of the Company for a
period of five years i.e. from the financial year 2025-26 to the
financial year 2029-30 pursuant to SEBI (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations,
2024 w.e.f. 12.12.2024.

As required by Schedule V of the Listing Regulations, the Auditors''
Certificate on Corporate Governance received from M/s.
Mehta & Mehta, Company Secretaries is annexed to the Report
on Corporate Governance forming part of the Annual Report.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act,
2013 and the Companies (Accounts) Rules, 2014, M/s. DKV &
Associates, were appointed by the Board of Directors to conduct
internal audit of your Company for the financial year 2024-25.
The Board of Directors, in its meeting held on May 24, 2025,
has appointed M/s. DKV & Associates, as Internal Auditor of
the Company for the financial year 2025-26.

INSTANCES OF FRAUD, IF ANY, REPORTED BY
THE AUDITORS

During the year under review, the Statutory Auditor has not reported
any instances of fraud committed in the Company by its officers
or employees to the Audit Committee under section 143(12) and
Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the
Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:

a. The Annual Accounts have been prepared in conformity
with the applicable Accounting Standards and there are no
material departures;

b. They have selected such Accounting Policies and applied them
consistently, and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the
affairs of the Company at the end of Financial Year 2024-2025
and of the profit for that period;

c. Proper and sufficient care has been taken and that adequate
accounting records have been maintained in accordance with
the provisions of the Act for safeguarding the assets of the
Company; and for prevention and detection of fraud and other
irregularities;

d. The Annual Accounts have been prepared on a
going concern basis;

e. The internal financial controls laid down by the Company were
adequate and operating effectively; and

f. The systems devised to ensure compliance with the provisions of
all applicable laws were adequate and operating effectively.

RISK AND CONTROL

Through the Risk Management Committee, the Board of Directors
oversees your Company''s Risk Management.

Risk Management Policy

Your Company has adopted a Risk Management Policy wherein all
material risks faced by the Company are identified and assessed by
the domain heads. The Company has formed a Risk Management
Committee and formed the Policy on the Risk Management which
defines the Company''s approach towards risk management and
includes collective identification of risks impacting the Company''s
business its process of identification and mitigation of such risks.
The Risk Management Policy is uploaded on the website of the
Company and can be viewed through the following web link: https://
indigopaints.com/investors/corporate-governance-2/

Internal Control Systems

Your Company is committed in maintaining the highest standards of
internal controls. We have deployed controls through appropriate
policies, procedures and implemented a robust Internal Financial
Control system that encompasses the following:

- Key processes affecting the reliability of the Company''s financial
reporting together with the required controls

- Periodic testing of controls to check their operational effectiveness

- Prompt implementation of remedial action plans arising out of
tests conducted

- Regular follow-up of these action plans by senior management

In addition, the Internal Auditor performs periodic audits in
accordance with the pre-approved plan. He reports on the adequacy
and effectiveness of the internal control systems and provides
recommendations for improvements.

Audit findings along with management response are shared with the
Audit Committee. Status of action plans are also presented to the
Audit Committee which reviews the steps taken by the management
to ensure that there are adequate controls in design and operation.

The Certificate provided by Managing Director and Chief Financial
Officer in the Corporate Governance Report discusses the adequacy
of the internal control systems and procedures.

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
(31 OF 2016) DURING THE YEAR

Your Company confirms that there has been no application or any
proceedings pending under the Insolvency and Bankruptcy Code,
2016 ("the Code”) during the year under review. Your Company further
confirms there are no past applications or proceedings under the Code.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant
data pertaining to conservation of energy, technology absorption and
foreign exchange earnings and outgo is given as below:

A. Energy conservation measures taken:

i) Commissioned 20 kw of renewable energy (solar panels)
at Pune Office.

ii) Installed 330 KW of renewable energy (solar panels)
at Kochi factory (awaiting regulatory approvals for
commissioning).

iii) Installed/replaced energy efficient equipment, motors,
lightings etc. as recommended in the energy audit.

B. Technology Absorption:

Your Company focuses greatly on Research and Development
(R&D) for developing innovative products for its consumers.
R&D is a continuous activity to create differentiated products so
as to maintain the technological edge in the market.

The natures of activities carried out by R&D team are as follows:

i) Offering premium product with multifunctional use.

ii) Upgrading our current products to meet the needs
of the consumer.

iii) Value generation via formula optimization, new sourcing,
process efficiency and usage of alternative raw material to
enhance profitability.

iv) Development of new lab testing methods for faster
approval of raw materials.

v) Continuous benchmarking of our product with other
market players.

New product developed in the financial year 2024-25
is as follows:

• Stainfree Emulsion

• Wallseal XT Emulsion

• Dampseal XT Primer

• Dampseal Interior Primer

C. The foreign exchange earnings and outgo
during the reporting period is as under:

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange inflows:	Nil
Foreign exchange outflows:	H 5,731.01 lakhs

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company''s CSR Policy Statement and Annual Report on the
CSR activities undertaken during the financial year ended March 31,
2025, in accordance with Section 135 of the Companies Act, 2013
and Companies (Corporate Social Responsibility Policy) Rules, 2014
are annexed to this report as Annexure D.

As per the provisions of Section 135 of the Companies Act, 2013,
every Company falling under the applicability of Corporate Social
Responsibility is required to spend 2% of its average net profits of
previous three years on the activities given under Schedule VII of
the Companies Act, 2013, and CSR policy adopted by the Board of
Directors. The Company has spent a total amount of H 2,99,35,580/-
during financial year 2024-25.

During the year under review your Company has been actively
involved in CSR activities. Your Company has carried out CSR
activities in fields of education and women empowerment. Your
Company has spent the requisite amount in line with the CSR Policy,
recommendations by the CSR Committee and approval of the Board
of Directors of your Company.

The Composition of CSR Committee and meetings of the CSR
Committee held during the year has been disclosed in the "Corporate
Governance Report”.

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORTING

A Business Responsibility and Sustainability Report ("BRSR”) describing
the initiatives taken by the Company from an environment, social and
governance perspective, as required in terms of the provisions of
Regulation 34(2)(f) of SEBI Regulations, 2015, separately forms a part
of the Annual Report of the Company.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct and Code of Practices
& Procedures for Fair Disclosure of Unpublished Price Sensitive
Information for Prevention of Insider Trading, in accordance with the
requirements of Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring
adherence to the said Regulations. The Code is displayed on
the Company''s website at https://indigopaints.com/investors/
corporate-governance-2/

MATERIAL CHANGES AND COMMITMENT
AFFECTING FINANCIAL POSITION OF THE
COMPANY

There were no material changes affecting financial position of the
Company between end of the financial year i.e. March 31, 2025 and
date of this Report.

MATERIAL ORDERS OF REGULATORS/COURTS/
TRIBUNALS

No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and
Company''s operations in the future.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

Link Intime India Private Limited is the Registrar and Transfer Agent
of the Company.

PARTICULARS OF EMPLOYEES

Disclosures concerning the remuneration of Directors, KMPs and
employees as per Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as well as details of employee
remuneration as required under provisions of Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given in Annexure E to this Report. Your Directors affirm that
the remuneration is as per the remuneration policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of the (Listing Obligations
Disclosures Requirements), Regulations, 2015 is presented in a
separate section forming part of the Annual Report of the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Practicing
Company Secretary regarding compliance of the conditions of
Corporate Governance as stipulated in Part C of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, are provided in a separate section and forms part of the Annual
Report of the Company.

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

Your Company has in place a Prevention of Sexual Harassment
Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Complaints Committee (ICC) has been set up
to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered
under this Policy.

Details of the Complaints are given below:

(a) number of complaints of sexual harassment received in the year: 0

(b) number of complaints disposed off during the year: 0

(c) number of cases pending for more than ninety days: 0

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company has a Whistle Blower Policy and has established
the necessary vigil mechanism for Directors and employees in
conformation with Section 177(9) of the Act and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) 2015, to report
concerns about unethical behavior. It also assures them of the process
that will be observed to address the reported violation. The Policy
also lays down the procedures to be followed for tracking complaints,
giving feedback, conducting investigations and taking disciplinary
actions. It also provides assurances and guidelines on confidentiality
of the reporting process and protection from reprisal to complainants.

Any incident that is reported is investigated and suitable action is
taken in line with the Policy.

The Whistle Blower Policy of your Company is available on the
website of the Company and can be viewed at the web link https://
indigopaints.com/investors/corporate-governance-2/

Your Company has not received any complaint under the Whistle
Blower Policy during the year under review.

ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the
Act and the Companies (Management and Administration) Rules,
2014, the Annual Return of the Company as of March 31, 2024 in Form
MGT-7 is available on the website of the Company www.indigopaints.
com/investors and the Annual Return of the Company as of March 31,
2025 will be made available on the website of the Company www.
indigopaints.com/investors once it is filed with the MCA.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e., SS-1
and SS-2, relating to ''Meetings of the Board of Directors'' and ''General
Meetings'', respectively, have been duly followed by the Company.

OTHER DISCLOSURES

In terms of the applicable provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, your Company discloses that, during the year under review, no
disclosure or reporting is required with respect to the following:

• Issue of equity shares with differential rights as to dividend,
voting or otherwise;

• Issue of Sweat equity shares; and

• Buyback of shares

Your Company has not taken any debt and therefore, the details
of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from
the Banks or Financial Institutions in accordance with the disclosure
requirements under Rule 8(5) of Companies (Accounts) Rules, 2014
is not applicable.

Further, your Company is in compliance with the provisions relating to
the Maternity Benefit Act 1961.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion &
Analysis Report describing the Company''s objectives, expectations or
forecasts may be forward-looking within the meaning of applicable
laws and regulations. Actual results may differ from those expressed
in the statements.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and appreciation to all
the employees of the Company posted at all its locations for their
tremendous personal efforts as well as collective dedication and
contribution to the Company''s performance.

Your Directors would also like to thank the employee unions,
shareholders, customers, dealers, suppliers, bankers, Government
and all other business associates, consultants and all the stakeholders
for their continued support extended to the Company and
the Management.

On behalf of the Board of Directors
For Indigo Paints Limited

Hemant Kamala Jalan

Place: Pune Chairman and Managing Director

Date: August 7, 2025 DIN: 00080942

1

Ms. Sayalee Yengul- Company Secretary (w.e.f. April 16, 2025)

---

Mar 31, 2022

Your Directors are pleased to present the 22^nd Annual Report on the business and operations of Indigo Paints Limited ("the Company/ your Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2022.

FINANCIALS

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

• Revenue from Operations of the Company stood at H 90,597.48 lakhs as against H 72,332.47 lakhs for the previous year, registering a growth of 25.25 % in the revenue.

• Employee Cost as a percentage of Revenue from operations decreased to 6.22% as against 6.68% in the previous years.

• EBITDA of the Company stood at H 13,598.37 lakhs as against H 12,251.61 lakhs for the previous year, registering a growth of 11 % in EBITDA.

• Profit after Tax (PAT) of the Company stood at H 8,404.80 lakhs as against H 7,085.01 lakhs for the previous year, registering a growth of 18.63 % in PAT.

DIVIDEND

The Board of Directors at their meeting held on 20th May 2022, has recommended payment of H 3/- (Rupees Three only) per equity share of the face value of H 10/- (Rupees Ten only) each as final dividend for the financial year ended 31st March, 2022.

The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company''s website: www.indigopaints.com/investors

The dividend pay-out ratio including the proposed final dividend of the Company would be 16.98%

RESERVES

There is no amount proposed to be transferred to any reserves for Financial Year 2021-22.

The key highlights of the financial results of your Company for the financial year ended March 31, 2022 and comparison with the previous financial year ended March 31, 2021 are summarised below:

(H In Lakhs)
Particulars	Year ended	Year ended
	31st March, 2022	31st March, 2021
Revenue from operations	90,597.48	72,332.47
Less: Expenses	76,999.11	60,080.86
EBITDA	13,598.37	12,251.61
Less:
Finance Cost	133.04	381.31
Depreciation	3,125.08	2,438.95
Add:
Other income	1,089.32	359.37
Profit before Tax	11,429.57	9,790.72
Less: Tax expenses (including deferred Tax)	3,024.77	2,705.71
Profit after Tax	8,404.80	7,085.01
Add/(Less): Total Other Comprehensive Income	13.36	(10.87)
Total Comprehensive Income for the year	8,418.16	7,074.14

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of your Company.

UTILIZATION OF IPO PROCEEDS

Your Company has appointed ICICI Bank Limited as the Monitoring agency in terms of regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended from time to time, to monitor the utilization of the IPO proceeds. Your Company obtains the monitoring report from the Monitoring agency every quarter and files the same with both exchanges where the equity shares of the Company are listed.

Out of the IPO proceeds of H 28,711.21 Lakhs, your Company has utilized the funds as per the below mentioned table:

(H In Lakhs)
S,r* Particulars No	Amount to be utilized	Amount utilized	Total unutilized
		as on March	Amount as on
		31, 2022	March 31, 2022
1 Funding capital expenditure for the Proposed Expansion	15,000.00	9,637.55	5,362.45
2 Purchase of tinting machines and gyro shakers	5,000.00	2,506.95	2,493.05
3 Repayment/prepayment of certain borrowings of our Company	2,500.00	2,500.00	-
4 General corporate purposes*	6,211.21	6,211.21	-
Total	28,711.21	20,855.71	7,855.50

The Monitoring Agency Reports are available at the Company''s website at www.indigopaints.com/investors

Further, the details of Utilisation of Net IPO Proceeds for the year ended March 31, 2022 has been provided in notes to the Accounts of the Financials of the Company.

Your directors confirm that there have been no deviations from the objects as mentioned in the Company''s prospectus dated January

25, 2021.

SHARE CAPITAL

During the year under review there was no change in the authorised or paid up share capital of the Company.

EMPLOYEE STOCK OPTION SCHEME

In order to enable the employees to participate in the future growth and to attract and retain talent, the Company has adopted Indigo Paints Employee Stock Option Scheme, 2019 ("ESOS 2019").

The Members of the Company, in the Annual General Meeting held dated September 02, 2021 had ratified the ESOS 2019, owing to the requirements under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

As per Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 the disclosures are as follows:

Sr No.	Particulars	ESOS 2019
1	Number of Options granted	70,750
2	Exercise price or Pricing formula	H 10/-
3	Number of Options vested and exercisable	-
4	Number of Options exercised	-
5	Total number of shares arising out of exercise of Options	-
6	Number of Options lapsed (includes forfeited and lapsed options)*	1,000
7	Variation in the terms of the Options	-
8	Money realized by exercise of Options (H)	-
9	Total number of Options in force	1,18,250

10	Employee wise details of options granted to -
A	Senior Management Personnel''s and Key Managerial Personnel''s	Name Mr. Srihari Santhakumar Mr. Sujoy Bose Mr. Chetan Humane Mr. T S Suresh Babu	Options granted 500 750 3,000 3,500
B	Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year	Mr. Narayanankutty Kottiedath Venugopal	7,500
C	Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	NA	NA
*As approved by the Nomination and Remuneration Committee and Board of Directors of the Company.

The applicable disclosures as stipulated under the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure A to this Report.

CREDIT RATING

As your Company has not availed any credit facility, there was no requirement for obtaining any credit rating.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had not transferred any amount or Shares to the Investor Education and Protection Fund.

HUMAN RESOURCES & EMPLOYEE RELATIONS

During the year under review, the Human Resources department of the Company focused on effective execution of plans through its qualified workforce. During the Covid-19 pandemic, the prime responsibility of the Company''s HR function was to work towards restoring the entire support ecosystem for ensuring employee health and well-being. This required steps such as workforce planning, increased digitalisation of HR systems, strengthening of medical facilities, health monitoring and continuous communication. These steps built confidence among the employees, who inturn extended full support by adapting to the changed working patterns and conditions.

Employee Performance & Engagement

To ensure our employees'' financial, social, mental and physical wellbeing throughout all stages of their lives while employed at the Company, we offer a wide range of benefits. The Company has in place an Employee Stock Option Policy to retain and attract skilled and experienced personnel.

To expand and plan our talent pipeline we have a 360-degree collective feedback in place. This enables us to develop, groom and elevate these leaders. This approach is directly linked to our compensation framework and promotion process. All our

employees receive regular performance feedback and we have a People Review process, which identifies development, opportunities and plan the development journey for our managerial talent pipeline. This has also strengthened the employee and management relationship.

An organisation wide employee pulse survey was also conducted in the year under review. The survey was anchored around several drivers such as perception of their work environment, leadership, career goals, collaboration, rewards and recognition. Based on the outcome of the survey, several initiatives have been taken up across the organisation to address the identified gaps.

Employee Welfare and Policies

It is crucial for us to understand what motivates and engages our employees and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members, conduct surveys and offer a framework which ensures they feel comfortable to speak up, raise concerns and are empowered to initiate improvements.

Our Company has a comprehensive Human Resource (HR) policy framework, which includes maternity leave, insurance for employees and their families; and flexible timings that help employees establish a work-life balance. There are several sessions conducted every month to sensitise employees regarding their physical- mental health and well-being.

Diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender and ethnicity. The company embarks conscious steps towards increasing the diversity and inclusion across the organisation.

We firmly believe in the Equal Employment and Opportunity policy do not discriminate on the pay and conditions of employment between our male and female workers engaged in a similar role. Similarly pay and conditions of employment are not discriminated on grounds of race, religion, caste, creed or any such ground. Decisions pertaining to recruitment, promotions and performance evaluations are all done strictly basis of merit and performance only.

Digital Transformation

The Company has embarked on a digital transformation of its human resource management systems to bring in more innovation, agility and operational excellence as well as create value for the employees. The mobile app helps employees to manage leaves, documents, payroll and all the other notifications and events happening across the organisation.

An online expense management module has been introduced to provide employees an option to file their expenses digitally.

The Company is focusing comprehensively on people analytics to measure the effectiveness of the HR programmes and identify mechanisms to make meaningful business decisions based on trends, patterns and feedbacks.

Building Talent

The Company has a rich legacy of nurturing talent and creating business leaders from within its ranks and takes pride in the fact that majority of the senior leadership positions today are occupied by those who have built their entire career with the Company.

The management is committed to a robust succession plan at every level and towards this a comprehensive leadership development initiative is in progress to identify, groom and retain high potentials across departments.

A structured recruitment process has helped your Company attract the right talent at all levels. Entry level candidates now respond to different approaches, for example social media, campus engagement, job boards as well as look for an authentic Employee Value Proposition. We have adopted a number of these approaches. At the same time, in line with our focus on internal mobility, we have continued our efforts to retain expertise and experience by providing attractive career opportunities. Internal mobility also helps us turn necessary restructuring into an opportunity.

Employee and Leadership Development

Your Company is committed to helping its employees develop the knowledge, skills and abilities needed for continued success, and encourages professional development throughout each employee''s career. Through a well-structured training process, the Company conducts training for the workforce which in turn helps the workforce to improve their efficiencies and capabilities.

To ensure we develop future leaders in the Company, we provide a number of cross divisional programs to foster management and leadership skills. The purpose is to equip our people with the necessary qualities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the Company''s strategy and our values and beliefs.

Employee Relations & Compliance

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition

and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance Section of the Annual Report.

Your Company''s Board comprises of the following Directors and Key Managerial Personnels:

Sr No	Name of the Director & KMP	Designation
1.	Mr. Hemant Kamala Jalan	Chairman and Managing Director
2.	Ms. Anita Hemant Jalan	Executive Director
3.	Mr. Narayanankutty Kottiedath Venugopal	Executive Director
4.	Ms. Nupur Garg	Independent Director
5.	Mr. Sunil Badriprasad Goyal	Independent Director
6.	Mr. Praveen Kumar Tripathi	Independent Director
7.	Mr. Ravi Nigam	Independent Director
8.	Ms. Sakshi Vijay Chopra	Non-Executive Nominee Director
9.	Mr. Ravi Shankar Venkataraman Ganapathy Agraharam	Non-Executive Alternate Director
10.	Mr. Sujoy Sudipta Bose	Company Secretary & Compliance Officer
11.	Mr. Chetan Bhalchandra Humane	Chief Financial Officer

The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in terms of the regulatory requirements, the name of every Independent Director is to be registered in the online database of Independent Directors maintained by Indian Institute of Corporate Affairs, Manesar ("IICA"). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose.

The Board of Directors of your Company, at its meeting held on 05th August, 2022 and pursuant to the recommendation of Nomination and Remuneration Committee, approved the reappointment of Mr. Hemant Kamala Jalan, as the Managing Director of the Company for a period of 5 (five) years commencing from 1st March, 2023 and ending on 29th February, 2028 based on the terms and conditions as set out in the draft Agreement between the Company and Mr. Jalan.

An appropriate resolution seeking your approval to his reappointment as a Managing Director is included in the Notice to AGM.

KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Companies Act, 2013, the following are the KMPs of the Company as on March 31, 2022:

• Mr. Hemant Kamala Jalan- Managing Director

• Mr. Chetan Bhalchandra Humane- Chief Financial Officer

• Mr. Sujoy Sudipta Bose- Company Secretary

DIRECTORS RETIRING BY ROTATION

Mr. Hemant Kamala Jalan, Executive Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting ("AGM") of your Company, has offered himself for re-appointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company.

An appropriate resolution seeking your approval to his reappointment as Director is included in the Notice to AGM.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 1 49(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

Your Board of Directors met 4 (Four) times during the financial year 2021-22. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of these Committees is in compliance with the applicable laws and to ensure focused attention on business and for better governance and accountability. The constituted Committees are as below:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee and;

e) Risk Management Committee;

The details with respect to the composition, terms of reference, number of meetings held and business transacted business transacted by the aforesaid Committees are given in the "Corporate Governance Report" of the Company which is presented in a separate section and forms a part of the Annual Report of the Company.

During the year under review, a separate meeting of the Independent Directors was held on June 07, 2021, with no participation of Non- Independent Directors or the Management of the Company. The Independent Directors had discussed and reviewed the performance of the Non-Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board is required to carry out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board.

iii. Individual Directors including the Chairperson of the Board of Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI, your Company has carried out a Performance Evaluation process internally for the Board/Committees of the Board/Individual Directors including the Chairperson of the Board of Directors for the financial year ended 31st March, 2022.

The Board on the recommendation of Nomination & Remuneration Committee has adopted the ''Remuneration and Evaluation Policy'' for selection, appointment and remuneration of Directors and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a director and other matters as required by the Companies Act, 2013. Necessary diversity in the board was ensured. Detailed policy is available at Company''s website www.indigopaints.com/investors

The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the common business goals of the Company.

The Directors carry out the aforesaid Performance Evaluation in a confidential manner and provide their feedback on a rating scale of 1-5.

Also, the Board was of the opinion that the Directors and Board collectively stand the highest level of integrity and all members of the Board had specified skill set and experience required for the Company.

FAMILIARISATION PROGRAMME

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has worked out a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company etc. Through the Familiarisation Programme, the Company apprises the Independent directors about the business model, corporate strategy, business plans, finance human resources, technology, quality, facilities, risk management strategy, governance policies and operations of the Company. Details of Familiarisation Programme of Independent Directors with the Company are available on the website of the Company www.indigopaints.com/investors

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

Your Company does not have any subsidiaries, associates and Joint ventures.

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Policy on Related-Party Transactions which can be viewed at www.indigopaints.com/investors

There were no material transaction with related parties during the year under review as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

PUBLIC DEPOSITS

No public deposits have been accepted by your Company during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, guarantees or investments have been made by the Company during the financial year March 31, 2022.

ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) as recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

AUDITORS

(a) Statutory Auditors:

In accordance with the provisions of section 1 39 of the Companies Act 2013 and the rules made thereunder M/s. SRBC & Co LLP. Chartered Accountants, bearing FRN 324982E/E300003 were appointed as the statutory auditors of the Company, for a period of five years at the 19th Annual General Meeting held on 30th September, 2019.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended 31st March, 2022. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

(b) Cost Auditors:

Your Company is not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, Mr. Sushant Kulkarni, Partner of M/s. ARKS and Associates, Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the financial year 2021-22. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure B.

The secretarial auditor''s report has no qualifications for the financial year 2021-22

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, Mr. Srihari Santhakumar, Deputy General Manager-Finance, was appointed by the Board of Directors to conduct internal audit of your Company for the financial year 2021-22.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditor have not reported any instances of

fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. The Annual Accounts have been prepared in conformity with the applicable Accounting Standards and there are no material departures;

b. They have selected such Accounting Policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of Financial Year 2021-22 and of the profit for that period;

c. Proper and sufficient care has been taken and that adequate accounting records have been maintained in accordance with the provisions of the Act for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

d. The Annual Accounts have been prepared on a going concern basis;

e. The internal financial controls laid down by the Company were adequate and operating effectively; and

f. The systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

RISK AND CONTROL

Through the Risk Management Committee, the Board of Directors oversees your Company''s Risk Management.

Risk Management Policy

Your Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Company has formed a Risk Management Committee which defines the Company''s approach towards risk management and includes collective identification of risks impacting the Company''s business its process of identification and mitigation of such risks. The Risk Management Policy is uploaded on the website of the Company and can be viewed through the following web link: www.indigopaints.com/investors

Internal Control Systems

Your Company is committed in maintaining the highest standards of internal controls. We have deployed controls through appropriate policies, procedures and implemented a robust Internal Financial Control system that encompasses the following:

- Key processes affecting the reliability of the Company''s financial reporting together with the required controls

- Periodic testing of controls to check their operational effectiveness

- Prompt implementation of remedial action plans arising out of tests conducted

- Regular follow-up of these action plans by senior management

In addition, the Internal Auditor performs periodic audits in accordance with the pre-approved plan. He reports on the adequacy and effectiveness of the internal control systems and provides recommendations for improvements.

Audit findings along with management response are shared with the Audit Committee. Status of action plans are also presented to the Audit Committee which reviews the steps taken by the management to ensure that there are adequate controls in design and operation.

The Certificate provided by Managing Director and Chief Financial Officer in the Corporate Governance Report discusses the adequacy of the internal control systems and procedures.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR

Your Company confirms that there has been no application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 ("the Code") during the year under review. Your Company further confirms there are no past applications or proceeding under the Code.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as below:

A. Energy conservation measures taken:

• Installation of Solar Panels at one factory location.

• Capacitor Panel installed for one factory location.

B. Technology Absorption:

Your Company focuses greatly on Research and Development (R&D) for developing innovative products for its consumers. R&D is a continuous activity to create differentiated products so as to maintain the technological edge in the market.

The natures of activities carried out by R&D team are as follows:

• Offering premium product with multifunctional use.

• Upgrading our current products to meet the needs of the consumer.

• Value generation via formula optimization, new sourcing, process efficiency and usage of alternative raw material to enhance profitability.

• Development of new lab testing methods for faster approval of raw materials.

• Continuous benchmarking of our product with other market players.

New product developed in the financial year 2021-22 is as follows:

• Anti-Odor Paint for Kitchen and Bathrooms

• Rustic Texture Finish

C. The foreign exchange earnings and outgo during the reporting period is as under:

FOREIGN EXCHANGE EARNINGS AND OUTGO
(J in lakhs)
Foreign exchange inflows -
Foreign exchange outflows	2,003.91

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March 2022, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure C.

As per the provisions of Section 1 35 of the Companies Act, 2013, every Company falling under the applicability of Corporate Social Responsibility is required to spend 2% of its average net profits of previous three years on the activities given under Schedule VII of the Companies Act, 2013, and CSR policy adopted by the Board of Directors. The Company has spent a total amount of H 1,25,87,000/- during financial year 2021 - 22.

During the year under review your Company has been actively involved in CSR activities. Your Company has carried out CSR activities in fields of education and women empowerment. Your Company has spent the requisite amount in line with the recommendations by the CSR Committee and approval of the Board of Directors of your Company.

The Composition of CSR Committee and meetings of the CSR Committee held during the year has been disclosed in the "Corporate Governance Report".

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company''s website at www.indigopaints.com/investors

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes during the year affecting financial position of the Company.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in the future.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

Link Intime India Private Limited is the Registrar and Transfer Agent of the Company.

They were appointed as the Registrar and Share Transfer Agent of the Company with effect from February 15, 2021.

PARTICULARS OF EMPLOYEES

1 employee is in receipt of remuneration of not less than H 1,02,00,000/- (Rupees One crore and two lakh) who is employed throughout the year. No employee was employed for part of the year.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act,

2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is annexed to this Report in Annexure D. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section forming part of the Annual Report of the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms a part of the Annual Report of the Company.

OTHER DISCLOSURES

In terms of the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company additionally discloses that, during the year under review no disclosure or reporting is required with respect to the following:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of Sweat equity shares; and

• Buyback of shares

Your Company has not taken any debt and therefore, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions in accordance with the disclosure requirements under Rule 8 (5) of Companies (Accounts) Rules, 2014 is not applicable.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company''s performance.

Your Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

For and on behalf of the Board of Directors

For Indigo Paints Limited

(formerly known as Indigo Paints Private Limitedj

Mr. Hemant Kamala Jalan

Place: Pune Chairman and Managing Director

Date: August 05, 2022 DIN: 00080942

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective, as required in terms of the provisions of Regulation 34(2)(f) of SEBI Listing Regulations, separately forms part of the Annual Report.

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

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, your Company has not received any complaints on sexual harassment.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy intending to provide a mechanism for employees to report violations. It also assures them of the process that will be observed to address the reported violation. The Policy also lays down the procedures to be followed for tracking complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants.

Any incident that is reported is investigated and suitable action is taken in line with the Policy.

The Whistle Blower Policy of your Company is available on the website of the Company and can be viewed at the web link www.indigopaints.com/investors

Your Company had received 1 (one) complaint under the Whistle Blower Policy during the year under preview.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.indigopaints.com/investors.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

---

Mar 31, 2021

Your Directors are pleased to present the 21st Annual Report on the business and operations of Indigo Paints Limited ("the Company/your Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2021.

FINANCIALS

The key highlights of the financial results of your Company for the financial year ended March 31, 2021 and comparison with the previous financial year ended March 31, 2020 are summarised below:

(Rs. In Lakhs)
Particulars	Year ended March 31, 2021	Year ended March 31, 2020
Revenue from operations	72,332.47	62,479.20
Less: Expenses	60,080.86	53,380.50
EBITDA	12,251.61	9,098.70
Less:
Finance Cost	381.31	559.45
Depreciation	2,438.95	1,960.99
Add:
Other income	359.37	164.42
Profit before Tax	9,790.72	6,742.68
Less: Tax expenses (including deferred Tax)	2,705.71	1,961.20
Profit after Tax	7,085.01	4,781.48
Add: Total Other Comprehensive Income	(10.87)	(10.21)
Total Comprehensive Income for the year	7,074.14	4,771.27

OVERVIEW OF COMPANY''S FINANCIALPERFORMANCE

• Revenue from Operations of the Company stood at Rs. 72,332.47 Lakhs as against Rs. 62,479.20 Lakhs for the previous year, registering a growth of 15.77 % in the revenue.

• Sales volume of the Company stood at Rs. 81,349.69 Lakhs as against Rs. 68,890.87 Lakhs for the previous year, registering a growth of 18.08% in the Sales Volume.

• EBITDA of the Company stood at Rs. 12,251.61 Lakhs as against Rs. 9,098.70 Lakhs for the previous year, registering a growth of 34.65% in EBITDA.

• Profit after Tax(PAT) of the Company stood at Rs.7,085.01 Lakhs as against Rs.4,781.48 Lakhs for the previous year, registering a growth of 48.18% in PAT.

IMPACT OF COVID-19 ON BUSINESS:

The World Health Organization declared the novel coronavirus

disease ("COVID-19") outbreak, a Public Health Emergency of

International Concern on January 30, 2020, and a pandemic

on March 1 1 , 2020. On March 1 4, 2020, India declared COVID-19 as a "notified disaster" and imposed a nationwide lockdown on March 24, 2020.

On account of the nationwide lockdown, operations at all of our manufacturing facilities were suspended. This resulted in a decrease in sale of our products particularly during the months of March 2020 and April 2020 on account of government restrictions imposed and additionally on account of cost control measures implemented by our dealers and end-customers.

We restarted manufacturing operations at all of our manufacturing facilities with the progressive relaxation of the lockdown in May 2020. We have implemented additional safety measures, such as, regular temperature checks, regular sanitization of the premises, compulsory use of masks and hand sanitization, and staggered workforce.

DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2020-2021.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Company has adopted the Dividend Distribution Policy on October 20, 2020, setting out the broad principles for guiding the Board and the Management in matters concerning declaration and distribution of dividend which is available on the Company''s website at www.indigopaints.com/investors

RESERVES

Your Company proposes to transfer an amount of Rs. 7,085.01 Lakhs to the Reserves for FY 2020-21.

CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED

During the year under review, the Members at their Extra Ordinary General Meeting dated June 01,2020 had approved the resolution for conversion of Private Limited Company to Public Limited Company and thereafter, on approval from the Central Government on August 20, 2020, a fresh certificate of incorporation was issued by the Registrar of Companies, Pune.

INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

The Equity Shares of your Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from February 02, 2021, pursuant to Initial Public Offering ("IPO") of the Company by way of a Fresh Issue and an Offer for Sale.

Your Directors are pleased to inform that, your Company completed the IPO of its equity shares of 4,75,68,997 Equity shares of Rs. 10/- each comprising of a Fresh Issue of 20,13,422 Equity shares of Rs.10/- each and Offer for Sale (OFS) of 58,40,000 Equity shares of Rs. 10/- each by Mr. Hemant Kamala Jalan, one of the promoter of the Company, Sequoia Capital India Investments IV and SCI Investments V.

As per the objects of the offer, the net proceeds of the fresh issue were to be utilised towards:-

a) Funding capital expenditure for expansion of the existing manufacturing facility at Pudukkottai, Tamil Nadu by setting-up an additional unit adjacent to the existing facility.

b) Purchase of tinting machines and gyroshakers;

c) Repayment/prepayment of all or certain of our borrowings; and

d) General corporate purposes.

Pursuant to listing of equity shares on the stock exchanges, your Company enjoys the benefit of enhanced brand equity and creation of public market for the equity shares of the Company.

Post the issue, 54.00% of the Equity Share Capital of your Company is held by the Promoter and Promoter Group.

UTILISATION OF IPO PROCEEDS

Your Company has appointed ICICI Bank Limited as the Monitoring agency in terms of regulation 41 (2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilization of IPO proceeds and Company has obtained a monitoring report from the Monitoring agency and filed the same with both exchanges where equity shares of the Company are listed. The proceeds realized by the Company from the IPO will be utilized as per objects of the offer as disclosed in the Prospectus of the Company.

Out of the IPO proceeds of Rs. 28,711.21 Lakhs, your Company has utilized the funds as per the below mentioned table:

Sr.	Item Head	Amount to	Amount	Total
No		be utilized	utilized	unutilized
			as on Amount as
			March	on March
			31, 2021	31, 2021
1	Funding capital expenditure for the Proposed Expansion	15,000.00	125.82	14,874.18
2	Purchase of	5,000.00	-	5,000.00
	tinting machines and gyro shakers
3	Repayment/ prepayment of certain borrowings of our Company	2,500.00	2,500.00
4	General	6,211.21	600.00	5,611.21
	corporate purposes*
	Total	28,711.21	3,225.82	25,485.39
*net of IPO related expenses

There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Report are available at the Company''s website at www.indigopaints.com/investors

Further, the details of Utilisation of Net IPO Proceeds for the year ended March 31, 2021 has been provided in notes to the Accounts of the Financials of the Company.

SHARE CAPITAL AUTHORIZED SHARE CAPITAL

The Members of the Company, in Extra-Ordinary General Meeting dated October 26, 2020 had approved the increase in Authorized Share Capital of the Company from Rs. 63,31,10,000/- (Rupees Sixty-three crores Thirty-one Lakhs and Ten thousand only) to Rs. 70,00,00,000/- (Rupees Seventy Crores only) .

RECLASSIFICATION OF SHARE CAPITAL

1 . The Members at their Extra Ordinary General Meeting dated October 26, 2020 had approved the resolution for :

Reclassification of Authorized and Paid-Up Class A1 and Class A2 Equity Shares issued by the Company

a) Re-classification of 3,250 (Three Thousand Two

Hundred and Fifty) issued and paid-up class A1 equity shares bearing face value of Rs. 10/- each, such class of equity shares having differential voting rights as set out in Schedule IV to the SHA to 3,250 (Three Thousand Two Hundred and Fifty) issued and paid-up ordinary equity shares bearing face value of Rs. 10/-each, of the Company; and

b) Re-classification of 3,250 (Three Thousand Two

Hundred and Fifty) issued and paid-up class A2 equity shares bearing face value of Rs. 10/- each, such class of equity shares having differential voting rights as set out in Schedule IV to the SHA to 3,250 (Three Thousand Two Hundred Fifty) issued and paid-up ordinary equity shares bearing face value of Rs. 10/-each, of the Company.

2. The Members at their Extra Ordinary General Meeting dated December 22, 2020 had approved the resolution for :

a) Reclassification of Authorized Share Capital:

(i) Re-classification of 69,904 Series A1 compulsorily convertible cumulative preference shares of Rs. 100/- each, 46,586 Series A2 compulsorily convertible cumulative preference shares Rs.100/-each, 1,30,865 Series B compulsorily convertible cumulative preference shares of Rs.100/- each and 1 ,58,30,950 Series C compulsorily convertible cumulative preference shares of Rs. 10/- each aggregating to Rs. 1 8,30,45,000/- into 69,904, 46,586, 1,30,865, 1,58,30,950 equity shares, respectively, of Rs. 10/- each aggregating to Rs. 16,07,83,050/-

(ii) Reclassification of 20,00,000 preference shares of Rs. 10 each aggregating to Rs.2,00,00,000/- into

20,00,000 equity shares of Rs.10 each aggregating to Rs.2,00,00,000/-.

(iii) Creation of additional 22,26,195 equity shares of Rs.10 each aggregating to Rs.2,22,61,950/-.

PAID UP SHARE CAPITAL

a) Conversion of Compulsorily Convertible Cumulative Preference Shares ("CCCPS") to equity shares of the Company

The Members at their Extra Ordinary General Meeting dated December 22, 2020 had approved the resolution for:

The conversion of preference shares of the Company, including 69,904 Series A1 compulsorily convertible cumulative preference shares of Rs. 100/- each, 46,586 Series A2 compulsorily convertible cumulative preference shares of Rs. 100/- each, 1,30,865 Series B compulsorily convertible cumulative preference shares of Rs. 100/-each and 1,58,30,720 Series C compulsorily convertible cumulative preference shares of Rs. 1 0/- each into 1,60,78,075 fully paid equity shares of face value of Rs. 10/- each, of the Company ("Equity Shares").

b) Exercise of Employee Stock Options

During the year under review, the Company had allotted 4,55,325 equity shares of 10/- each on January 05, 2021 pursuant to the exercise of the stock options under Indigo Paints Private Limited-Employee Stock Options Scheme -2014 to the Option holders and thereby, the paid up share capital of the Company had increased to Rs. 45,55,55,750/- (Rupees Forty-five crore Fifty-five Lakhs Fifty-five thousand Seven hundred and Fifty Only)

c) Pursuant to the Initial Public Offering

Pursuant to the Initial Public Offering, the Company had allotted 20,13,422 Equity shares of Rs. 10/- each on January 29, 2021.

Accordingly, the total paid-up share capital of the Company as on the date of this Report is Rs. 47,56,89,970/- divided into 4,75,68,997 equity shares of Rs. 10/- each.

The applicable disclosures as stipulated under SEBI (Share-Based Employee Benefits) Regulations, 2014 are provided in Annexure A to this Report.

MEMORANDUM OF ASSOCIATION (MOA)

a) In order to convert the Company from Private Limited to Public Limited entity, the Members at their Extra-Ordinary General Meeting dated June 01, 2020 had approved the alteration in Memorandum of Association of the Company.

Annual R_en0rt 9090-91 41

b) In order to increase the Authorized share capital of the Company, the Members at their Extra-Ordinary General Meeting dated October 26, 2020 had approved the alteration in Memorandum of Association of the Company.

c) In order to reclassify the Authorized share capital of the Company, the Members at their Extra-Ordinary General Meeting dated December 22, 2020 had approved the alteration in Memorandum of Association of the Company

ALTERATION OF ARTICLES OF ASSOCIATION (AOA)

a) In order to convert the Company from Private Limited to Public Limited entity, the Members at their Extra-Ordinary General Meeting dated June 01, 2020 had approved the alteration in Articles of Association of the Company.

b) In order to undertake the Initial Public Offering, the Company was required to adopt a new set of Articles of Association. The Members at their Extra-Ordinary General Meeting dated October 26, 2020 had approved for the adoption of new set of Articles of Association.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Registered Office address of the Company was changed from 103, Montreal Business Centre, Behind Mauli Petrol Pump, Baner Road, Pune- 411045 to Indigo Towers, Street 5, Pallod Farm-2, Baner Road, Pune-411045 w.e.f. October 20, 2020.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, your Company had two Employee Stock Option Schemes in force viz. Indigo Paints Employee Stock Option Scheme, 2014 ("ESOS 2014") and Indigo Paints Employee Stock Option Scheme, 2019 ("ESOS 2019").

The Members of the Company, in the Extra-Ordinary General Meeting dated December 06, 2014 had approved the ESOS 2014. Further, the Company intends not to make any fresh grants from the ESOS 2014.

The Members of the Company, in the Extra-Ordinary General Meeting dated March 28, 2019 had approved the ESOS 2019 that was amended on October 26, 2020, owing to the scheme being in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as

amended, read with the SEBI Circular no. CIR/CFD/POLICY/ CELL/2/2015 dated June 16, 2015 ("SEBI SBEB Regulations").

As per Rule 12 of the "Companies (Share Capital and Debenture) Rules, 2014" the declaration is as follows:

Sr No.	Particulars	ESOS 2014
1	Number of Options granted	0
2	Exercise price or Pricing formula	Rs. 66.15 and Rs. 106.15
3	Number of Options vested and exercisable	455,325
4	Number of Options exercised	455,325
5	Total number of shares arising out of exercise of Options	455,325
6	Number of Options lapsed (includes forfeited and lapsed options)	-
7	Variation in the terms of the Options	NIL
8	Money realized by exercise of Options (Rs.)	4,08,59,500
9	Total number of Options in force	-

Sr No.	Particulars	ESOS 2019
1	Number of Options granted	21,250
2	Exercise price or Pricing formula	Rs. 10/-
3	Number of Options vested and exercisable	-
4	Number of Options exercised	-
5	Total number of shares arising out of exercise of Options	-
6	Number of Options lapsed (includes forfeited and lapsed options)	500
7	Variation in the terms of the Options	The vesting period was revised to 48 months and exercise period was mentioned as 36 months.
8	Money realized by exercise of Options (Rs.)	-
9	Total number of Options in force	48,500

10 Employee wise details of options granted to -
A	Senior Management	Name	Options granted
	Personnel	Mr. Srihari Santhakumar	1,500
B	Any other employee	Name	Options granted
	who receives a grant in any one year of option amounting to 5% or more of options granted during the year	Mr. Nikhil John	o o o
		Mr. Swapnil Singhasane	1,000
		Mr. Ajay Dubey	1,000
C	Identified employees	Name	Options granted
	who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	NIL	NIL

The applicable disclosures as stipulated under SEBI (Share-Based Employee Benefits) Regulations, 2014 are provided in Annexure A to this Report.

CREDIT RATING

The details of credit ratings obtained from Credit Analysis and Research Limited (CARE) are as under:

Ratings
Facilities	Amount (Rs. Crore)	Ratings Rating Action
Long Term / Short Term Bank Facilities		- Reaffirmed at CARE BBB ; Stable / CARE A3 (Triple B Plus; Outlook: Stable / A Three Plus) and Withdrawn
Long Term Bank Facilities		- Reaffirmed at CARE BBB ; Stable (Triple B Plus; Outlook: Stable) and Withdrawn
Total Facilities	--	--

On basis of intimation of ''No Objection Letter'' issued by HDFC Bank Limited on full repayment of the borrowings by the Company, to Credit Analysis and Research Limited (CARE), CARE had withdrawn the ratings assigned to the bank facilities of the Company w.e.f. March 30, 2021. The Company had voluntarily requested for such withdrawal since the Company had fully repaid all its borrowings.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had not transferred any amount or Shares to the Investor Education and Protection Fund.

HUMAN RESOURCES & EMPLOYEE RELATIONS

During the year under review, the Human Resources department of your Company focused on effective execution of plans through its qualified workforce. Understanding and responding to the trends shaping the future of work enabled us to create the best possible environment for our workforce.

Your Company had taken various initiatives for its employees during the COVID-19 pandemic. Some of the undertaken initiatives include ensuring safety and wellbeing of the employees, implementing work from home for staff based in office, restrictions on travel, provision of protective equipment for factory workers and changes in working practices to facilitate social distancing. The safety of those who continue to operate in our workplaces as well as the mental and physical wellbeing of employees continues to be of paramount importance.

Employee Performance & Engagement

Reflecting the ambitions and needs of our employees, we have adopted a holistic approach to performance management, which includes providing regular meaningful feedback and recognition, while holding people accountable and promoting continuous development. This approach is directly linked to our compensation framework and promotion process. In addition, to ensure our employees'' financial, social, mental and physical wellbeing throughout all stages of their lives while employed at the Company, we offer a wide range of benefits.

The Company has in place an Employee Stock Option Policy to retain and attract skilled and experienced personnel. Required talent was made available by Human Resource Department to various functions on time.

By using internal platforms and survey tools, we can gauge our employees'' perception of their work environment and with our Total Performance approach, we have been providing a framework for regular conversations between managers and employees. Your Company undertakes an open dialogue and feedback culture across the entire organization in order to promote employee and management relationship.

Employee Welfare and Policies

It is crucial for us to understand what motivates and engages our employees and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members, conduct surveys and offer a framework which ensures they feel comfortable to speak up, raise concerns and are empowered to initiate improvements.

Your Company has a comprehensive Human Resource (HR) policy framework, which includes maternity leave and flexible timings that help employees establish a work-life balance. There are several programmes conducted at the group level.

Diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender and ethnicity.

Building Talent

A structured recruitment process has helped your Company attract the right talent at all levels.

Entry level candidates now respond to different approaches, for example social media, campus engagement, job boards as well as look for an authentic Employee Value Proposition. We have adopted a number of these approaches. At the same time, in line with our focus on internal mobility, we have continued our efforts to retain expertise and experience by providing attractive career opportunities. Internal mobility also helps us turn necessary restructuring into an opportunity.

Employee and Leadership Development

Your Company is committed to helping its employees develop the knowledge, skills and abilities needed for continued success, and encourages professional development throughout each employee''s career. Through a well-structured training process, the Company conducts training for the workforce which in turn helps the workforce to improve their efficiencies and capabilities.

To ensure we develop future leaders in the Company, we provide a number of cross divisional programs to foster management and leadership skills. The purpose is to equip our people with the necessary qualities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the Company''s strategy and our values and beliefs.

Employee Relations & Compliance

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of your Company. The detailed Nomination and Remuneration Policy is contained in the Corporate Governance Section of the Annual Report.

Your Company''s Board comprises of the following Directors and Key Managerial Personnel:

Sr. No.	Name of the Director & KMP	Designation
1.	Mr. Hemant Kamala Jalan	Chairman and Managing Director
2.	Ms. Anita Hemant Jalan	Executive Director
3.	Mr. Narayanankutty Kottiedath Venugopal	Executive Director
4.	Mr. Ravi Nigam	Independent Director
5.	Mr. Sunil Badriprasad Goyal	Independent Director
6.	Mr. Praveen Kumar Tripathi	Independent Director
7.	Ms. Nupur Garg	Independent Director
8.	Ms. Sakshi Vijay Chopra	Non-Executive Nominee Director
9.	Mr. Ravi Shankar	Non-Executive Alternate
	Venkataraman Ganapathy Agraharam	Director
10.	Mr. Sujoy Sudipta Bose	Company Secretary & Compliance Officer
11.	Mr. Chetan Bhalchandra Humane	Chief Financial Officer

The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

• Mr. Sunil Badriprasad Goyal (DIN: 00503570), Ms. Nupur Garg (DIN: 03414074) and Mr. Praveen Kumar Ramniranjan Tripathi (DIN: 03154381) were appointed as an Independent Director of the Company for a term up to five Consecutive years in the Extra Ordinary General Meeting held on June 01, 2020, who in the opinion of the Board possessed integrity, relevant expertise and experience.

• Ms. AnitaJalan (DIN : 00085411) and Mr. Narayanankutty Kottiedath Venugopal (DIN: 00296465) were appointed as the Executive Director of the Company for a term up to five Consecutive years in the Extra Ordinary General Meeting held on June 01,2020.

• Mr. Hemant Kamala Jalan (DIN: 00080942) was appointed as a Managing Director of the Company in the Extra Ordinary General Meeting held on October 07, 2020 (for the period March, 2018 to March, 2023) upon the conversion of the Company into a public limited entity, pursuant to provisions of sections 196,197, 203 read with Schedule V of the Companies Act, 2013.

• The Board of Directors at its meeting held on December 19, 2020 appointed Mr. Hemant Kamala Jalan as the Chairman of the Board for a period of five years.

• Mr. Hemant Kamala Jalan (DIN: 00080942), Chairman and Managing Director, Mr. Chetan Bhalchandra Humane, Chief Financial Officer, and Mr. Sujoy Sudipta Bose, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

Further, in terms of the recently introduced regulatory requirements, the name of every Independent Director is to be added in the online database of Independent Directors maintained by Indian Institute of Corporate Affairs, Manesar ("MCA"). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose.

DIRECTORS RETIRING BY ROTATION

Ms. Anita Hemant Jalan, Executive Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting ("AGM") of your Company, has offered herself for re-appointment. Her details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing AGM of your Company.

An appropriate resolution seeking your approval to her re-appointment as Director is included in the Notice.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

Your Board of Directors met seven (7) times during the financial year 2020-2021. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of these

Committees is in compliance with the applicable laws and to ensure focused attention on business and for better governance and accountability. The constituted Committees are as below:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

f) IPO Committee;

g) Internal Complaints Committee

The details with respect to the composition, terms of reference, number of meetings held and business transacted business transacted by the aforesaid Committees are given in the "Corporate Governance Report" of the Company which is presented in a separate section and forms a part of the Annual Report of the Company.

BOARD EVALUATION

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board is required to carry out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

Your Company got listed on BSE and NSE on February 02, 2021. Hence the performance evaluation of the Board and Committees for FY 2020-21 was carried out in financial year 2021-22. Therefore, the detailed process of performance evaluation will form a part of the Annual Report for Financial year 2021-22.

FAMILIARISATION PROGRAMME

Pursuant to the SEBI Regulations, the Company has worked out a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company etc. Through the Familiarisation Programme, the Company apprises the Independent directors about the business model, corporate strategy, business plans, finance human resources, technology, quality, facilities, risk management strategy, governance policies and operations of the Company. Details of Familiarisation Programme of Independent Directors with the Company are available on the website of the Company www.indigopaints.com/investors

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

Your Company does not have any subsidiaries, associates and Joint ventures.

RELATED-PARTY TRANSACTIONS

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015, your Company has a Policy on Related-Party Transactions which can be viewed at www.indigopaints.com/investors

There were no material transactions with related parties during the year under review (i.e. transactions exceeding 10% of the annual consolidated turnover entered into during the year as per the last audited financial statements).

Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

PUBLIC DEPOSITS

No public deposits have been accepted by your Company during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, guarantees or investments have been made by the Company during the financial year March 31, 2021.

ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) as recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

AUDITORS(a) Statutory Auditors:

In accordance with the provisions of section 1 39 of the Companies Act 2013 and the rules made thereunder M/s. SRBC & Co LLP. Chartered Accountants, bearing FRN 324982E/E300003 were appointed as the statutory auditors of the Company, for a period of five years at the 1 9th Annual General Meeting held on September 30, 2019.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended March 31, 2021. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

(b) Cost Auditors:

Your Company is not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, Mr. Sushant Kulkarni, Partner of M/s. ARKS and Associates, Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2020-21. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure B.

The secretarial auditor''s report has the following qualifications:

Qualification	Management Responses
For the Quarter	The Company was listed on the
ending December	stock exchanges on February
2020, Company	02, 2021. In its prospectus
has not filed quarterly	dated January 25, 2021, the
Financial Results	listed entity has disclosed all the
within stipulated time	material information. It is due to
frame and in the	unintentional deferred treatment
manner prescribed	on applicability of regulation
under Regulation 33.	33 as listing took place in the last quarter of the financial year under review, there was delay in compliance. The matter is under review with Stock exchanges. It is further informed that the Company has completed the compliance on May 14, 2021 and are awaiting the stock exchanges to revert on the waiver of penalty application.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, Mr. Srihari Santhakumar, Deputy General Manager-Finance, was appointed by the Board of Directors to conduct internal audit of your Company for the financial year 2020-2021.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

I. The Annual Accounts have been prepared in conformity with the applicable Accounting Standards and there are no material departures;

II. They have selected such Accounting Policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of Financial Year 2020-2021 and of the profit for that period;

III. Proper and sufficient care has been taken and that adequate accounting records have been maintained in accordance with the provisions of the Act for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

IV. The Annual Accounts have been prepared on a going concern basis;

V. The internal financial controls laid down by the Company were adequate and operating effectively; and

VI. The systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

RISK AND CONTROL

Through the Risk Management Committee, Board of Directors oversees your Company''s Risk Management.

Risk Management Policy

Your Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Company has formed a Risk Management Committee which defines the Company''s approach towards risk management and includes collective identification of risks impacting the Company''s business its process of identification and mitigation of such risks. The Risk Management Policy is uploaded on the website of the Company and can be viewed through the following web link: www.indigopaints.com/investors

Internal Control Systems

Your Company is committed in maintaining the highest standards of internal controls. We have deployed controls through appropriate policies, procedures and implemented a robust Internal Financial Control system that encompasses the following:

- Key processes affecting the reliability of the Company''s financial reporting together with the required controls

- Periodic testing of controls to check their operational effectiveness

- Prompt implementation of remedial action plans arising out of tests conducted

- Regular follow-up of these action plans by senior management

In addition, the Internal Auditor performs periodic audits in accordance with the pre-approved plan. He reports on the adequacy and effectiveness of the internal control systems and provide recommendations for improvements.

Audit findings along with management response are shared with the Audit Committee. Status of action plans are also presented to the Audit Committee which reviews the steps taken by the management to ensure that there are adequate controls in design and operation.

The Certificate provided by Managing Director and Chief Financial Officer in the Corporate Governance Report discusses the adequacy of the internal control systems and procedures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as below:

A. Energy conservation measures taken:

• Highly Efficient rotor stator technology adopted in paint processing.

• Digital logic controller installation for Air compressor optimization.

• Use of Energy efficient motors in new plants.

• Use of efficient aluminum Air piping solution to reduce air loss.

• VFD installed in all the high HP motors.

• Installation of energy efficient LED lights for internal & external lighting.

• Use of screw type compressors resulting in energy savings.

• Development of energy efficient agitators in water-based emulsion mixing tanks, resulting in energy savings.

• Dry run protection relay for the pumps to eliminate the chances of damage of the pumps by stopping the pumps automatically if liquid is not available in the pump section.

• Fully automatic filling machines installed at water-base and solvent-base plants.

• Dust extraction systems with automatic dampers.

B. Technology Absorption:

Your Company focuses greatly on Research and Development (R&D) for developing innovative products for its consumers. R&D is a continuous activity to create differentiated products so as to maintain the technological edge in the market.

The nature of activities carried out by R&D team are as follows:

• Offering premium product with multifunctional use.

• Upgrading our current products to meet the needs of the consumer.

• Value generation via formula optimization, new sourcing, process efficiency and usage of alternative raw material to enhance profitability.

• Development of new lab testing methods for faster approval of raw materials.

• Continuous benchmarking of our product with other market players.

New product developed in the FY 2020-21 are as follows:

• Self-Priming Epoxy Enamel

• Leak Proof Emulsion

• PU Floor Coat

• Premium Interior Sheen Emulsion

C. The foreign exchange earnings and outgo during the reporting period is as under:

FOREIGN EXCHANGE EARNINGS AND OUTGO
(in Rupees Lakhs)
Foreign exchange inflows -
Foreign exchange outflows	57,460.21

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2021, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure C

The Composition of CSR Committee and meetings of the CSR Committee held during the year has been disclosed in the "Corporate Governance Report".

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company''s website at www.indigopaints.com/investors

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes during the year affecting financial position of the Company.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in the future.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

Link Intime India Private Limited is the Registrar and Transfer Agent of the Company.

They were appointed as the Registrar and Share Transfer Agent of the Company with effect from February 15, 2021.

PARTICULARS OF EMPLOYEES

25 employees are in receipt of remuneration of not less than Rs. 1,02,00,000/- (Rupees One crore and two Lakhs) who is employed throughout the year. No employee was employed for part of the year.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as well as Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure D to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section forming part of the Annual Report of the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, are provided in a separate section and forms a part of the Annual Report of the Company.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of this report.

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

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, Company had not received any complaints on sexual harassment.

VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism and Whistle Blower Policy intending to provide a mechanism for employees to report violations. It also assures them of the process that will be observed to address the reported violation. The Policy also lays down the procedures to be followed for tracking complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants.

Any incident that is reported is investigated and suitable action is taken in line with the Policy.

The Whistle Blower Policy of your Company is available on the website of the Company and can be viewed at the web link www.indigopaints.com/investors

Your Company had not received any complaint under the Whistle Blower Policy during the year under preview.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.indigopaints.com/investors

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

OTHER DISCLOSURES

In terms of the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company additionally discloses that, during the year under review no disclosure or reporting is required with respect to the following:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of Sweat equity shares; and

• Buyback of shares

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company''s performance.

Your Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

On behalf of the Board of Directors For Indigo Paints Limited

(formerly known as indigo Paints Private Limed)

Mr. Hemant Kamala Jalan Chairman and Managing Director DIN: 00080942

Place: Pune

Date: August 06, 2021