Directors Report of Sirca Paints India Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Twentieth Annual Report on the business and operations of Sirca Paints India Limited
(“SPIL“or the “Company”) together with the audited financial statements (standalone and consolidated) for the financial year 2024-25.

1. FINANCIAL RESULT

Standalone financial results of SPIL

Particulars	As at 31.03.2025	As at 31.03.2024
		(Rupees in Lakhs)
Revenue from operations	37,399.52	31172.03
Other Income	516.32	636.00
Total Income	37,915.84	31808.03
Profit before tax	6,548.05	6906.56
Less: Tax Expenses	1,637.64	1762.84
Profit for the year	4,910.41	5143.72
Other comprehensive income / (loss)	4.78	-2.44
Total comprehensive income for the year	4,915.19	5141.27
Earnings per share of Rs.10 each
Basic (in Rs.)	8.96	9.38
Diluted (in Rs.)	8.96	9.38

Consolidated financial results of SPIL

Particulars	As at 31.03.2025	As at 31.03.2024
		(Rupees in Lakhs)
Revenue from operations	37399.52	31172.03
Other Income	516.32	636.00
Total Income	37915.84	31808.03
Profit before tax	6547.60	6906.08
Less: Tax Expenses	1641.93	1762.72
Profit for the year	4905.67	5143.36
Other comprehensive income / (loss)	4.78	-2.44
Total comprehensive income for the year	4910.46	5140.92
Earnings per share of f 10 each****
Basic (in f)	8.95	9.38
Diluted (in f)	8.95	9.38

2. COMPANY’S PERFORMANCE REVIEW
During the Financial Year 2024-25:

Standalone Accounts

• Total revenue during the year 2025 was Rs. 37399.52 Lakhs as compared to Rs. 31172.03 Lakhs during the year 2024- an increase
of 16.65 %;

• Profit after tax was Rs. 4910.41 Lakhs during the year 2025 as compared to Rs. 5143.72 Lakhs during the year 2024.

• Basic earnings per share (of face value of Rs. 10/- each) was Rs. 8.96 for the year 2025 as compared to Rs. 9.38 for the year 2024.

Consolidated Accounts

• Total revenue during the year 2025 was Rs. 37399.52 Lakhs
as compared to Rs. 31172.03 Lakhs during the year 2024- an
increase of 16.65%;

• Profit after tax was Rs. 4905.67 Lakhs during the year 2025
as compared to Rs. 5143.36 Lakhs during the year 2024

• Basic earnings per share (of face value of Rs. 10/- each) was
Rs. 8.95 for the year 2025 as compared to Rs. 9.38 for the
year 2024.

The state of affairs of the Company is presented as part of
Management Discussion and Analysis Report forming part of this
report.

3. Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act,
2013, the Company has complied with the applicable provisions
of secretarial standards issued by the Institute of Company
Secretaries of India.

4. Dividend

The Board of directors of the Company has recommended a final
dividend of Rs. 1.50 per equity share of Rs. 10/- each (15% of
Face Value) at its meeting held on May 22, 2025 for the Financial
Year 2024-25. In terms of the provisions of the Finance Act, 2020,
dividend shall be taxed in the hands of the shareholders and the
Company shall withhold tax at source at the applicable rates.
The payment is subject to the approval of the shareholders at the
ensuing Annual General Meeting (''AGM'') of the Company to those
members whose names appeared on the Register of Members of
the Company on the record date.

The Board of Directors of the Company in line with provisions of
Regulation 43A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(as amended) had approved Dividend Distribution Policy. The
Dividend Distribution policy is uploaded on Company''s website
and can be accessed at the link https://www.sircapaints.com/wp-
content/uploads/2021/06/Dividend-Distribution-Policv.pdf.

5. Reserves

During the year under review, no amount has been transferred to
any of the reserves by the Company.

6. Share Capital

The Authorised Share Capital of the Company as on March 31,
2025 was Rs. 60,00,00,000/- divided into 6,00,00,000 equity
shares of face value of Rs. 10/- each.

The Issued, Subscribed and Paid-up share capital of the Company
as on March 31, 2025 was Rs. 54,80,88,000/- divided into

5,48,08,800 equity shares of face value of Rs. 10/- each.

Further, the Company has not issued any convertible securities
or shares with differential voting rights or sweat equity shares or
warrants.

7. Deposit

During the year under review, the Company has not accepted any
deposits from the public under Section 73 and 76 of the Act and
rules made thereunder and no amount of principal or interest was
outstanding as at the end of Financial Year 2024-25. There were
no unclaimed or unpaid deposits lying with the Company.

8. Material Changes and Commitments Affecting the Financial
Position of the Company and Material Changes Between
the Date of the Board Report and End of the Financial Year

There have been no change in the nature of business during the
year. There have been no material changes and commitments
affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the
financial statements relate and the date of this Report.

9. Change Of the Registered Office

During the year under review, the Company has not changed its
Registered Office.

10. RBI Guidelines

The Company continues to comply with all the requirements
prescribed by the Reserve Bank of India from time to time.

11. Directors and Key Managerial Personnel

As on March 31,2025, there were Eight (8) Directors on the Board
of the Company, consisting of Four (4) Independent Directors, Two
(2) Non-Executive Directors (1 of whom is part of the Promoter
Group), Two (2) Executive Directors (both are part of the promoter
group). Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on March 31, 2025
are:

i. Mr. Sanjay Agarwal- Chairman and Managing Director,

ii. Mr. Apoorv Agarwal- Joint Managing Director,

iii. Ms. Shallu-Chief Financial Officer, and

iv. Mr. Hira Kumar- Company Secretary & Compliance Officer
of the Company.

During the year, the Members approved the following appointment
and re-appointment of Directors:

Mr. Apoorv Agarwal (DIN: 01302537) was re-appointed as director
liable to retire by rotation at the Annual General Meeting held on
August 29,2024.

Mr. Gurjit Singh Bains (DIN: 01977032) was appointed as a Non-

Executive and Non-Independent Director for a term of five years
from May 18, 2024 to May 17, 2029.

Mr. Ugo Pelosin (DIN: 08196294) was appointed as a Non¬
Executive and Non-Independent Director for a term of five years
with effect from May 18, 2024 to May 17, 2029.

Mrs. Anu Chauhan (DIN: 08500056), was appointed as a Non¬
Executive Independent Director for a term of five years with effect
from July 04, 2024 to July 03, 2029.

During the year, Mr. Ugo Pelosin (DIN: 08196294) ceased to be
Director of the Company with effect from December 09, 2024,
due to his pre-occupation and other personal commitment. The
Board places on record their sincere appreciation for his invaluable
contribution and guidance.

Further during the year the Board, at its meeting held on February
11, 2025, appointed Mr. Guido Scappini (DIN: 08196294) as a
Director of the Company.

Details of Directors proposed to be re-appointed at the ensuing
Annual General Meeting are as follows:

a. At the ensuing Annual General Meeting, Mr. Sanjay Agarwal
(DIN: 01302479), Director of the Company is liable to retire
by rotation in accordance with the provisions of Section
152 of the Companies Act, 2013, read with the Articles of
Association of the Company and being eligible, offers himself
for reappointment as director of the Company.

b. Mr. Shyam Lal Goyal (DIN: 08815530), Non- Executive
Independent Director of the Company is proposed to be
reappointed as Non-Executive Independent Directors of
the Company, pursuant to the provisions of Section 149 of
the Companies Act, 2013 and rules made thereunder and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Hereinafter referred as “Listing
Regulations”) at the ensuing Annual General Meeting for the
second term of five years commencing from September 18,
2025 till September 17, 2030.

The brief profiles of Mr. Sanjay Agarwal and Mr. Shyam Lal
Goyal forms part of the Corporate Governance Report and
the notice of the ensuing Annual General Meeting of the
Company.

No director of the Company is disqualified as per the
provisions of Section 164(2) of the Companies Act, 2013.
The directors of the Company have made necessary
disclosures, as required under various provisions of the
Companies Act, 2013 (Hereinafter referred as “the Act”)
and the Listing Regulations.

On the basis of the declarations submitted by the
Independent Director of the Company, the Board of
Directors have opined that the Independent Director of

the Company fulfill the required criteria as defined under
Section 149(6) of the Act and the Listing Regulations.

12. Declaration of Director''s Independence

As on date of this report, the Board comprises of 8 (Eight) Directors.
The composition includes 4 (Four) Independent Directors. All
the Independent Directors are appointed on the Board of your
Company in compliance with the applicable provisions of the Act
and SEBI Listing Regulations.

The Company has received declarations from all the Independent
Directors confirming that they meet/continue to meet, as the case
may be, the criteria of Independence under sub-section (6) of
section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing
Regulations.

Also, the Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV of the Act
and have confirmed that they are in compliance with the Code
of Conduct for Directors and Senior Management personnel
formulated by the Company.

All the Independent Directors of your Company have submitted
their declaration of independence, as required, pursuant to the
provisions of Section 149(7) of the Act and Regulation 25(8) of
the Listing Regulations, stating that they meet the criteria of
independence, as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations and are not
disqualified from continuing as Independent Directors of your
Company. Further, veracity of the above declarations has been
assessed by the Board, in accordance with Regulation 25(9) of the
Listing Regulations.

The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess requisite
qualifications, expertise & experience (including the proficiency)
and competency in the business & industry knowledge, financial
expertise, digital & information technology, corporate governance,
legal and compliance marketing & sales, risk management,
leadership & human resource development and general
management as required to fulfill their duties as Independent
Directors.

Further, in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014, all the Independent Directors have confirmed that
they have registered themselves with databank maintained by the
Indian Institute of Corporate Affairs (“IICA”). These declarations/
confirmations have been placed before the Board. The Independent
Directors are also required to undertake online proficiency self¬
assessment test conducted by the IICA within a period of 2 (Two)
years from the date of inclusion of their names in the data bank,
unless they meet the criteria specified for exemption.

13. Director''s Appointment and Remuneration Policy

The Company''s policy on directors'' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub
section (3) of Section 178 of the Act, as is adopted by the Board.

The Company has adopted a comprehensive policy on nomination
and remuneration of Directors and Key Managerial Personnel on
the Board. As per such policy, candidates proposed to be appointed
as Directors and Key Managerial Personnel on the Board shall be
first reviewed by the Nomination and Remuneration Committee
in its duly convened Meeting. The policy can be accessed at the
following Link: https://www.sircapaints.com/investors/#policies.

14. Number of meetings of the Board

The Board of the Company and its Committees meet at regular
intervals to discuss, decide and supervise the various business
policies, business strategy, Company''s performance and other
statutory matters. During the year under review, the Board has
met Six times. The details of the meeting of the Board and its
Committees are given in the Corporate Governance Report, which
forms part of this Report. The intervening gap between two Board
Meetings did not exceed 120 days.

15. Committees of the Board

The Board had duly constituted following Committees, which are in
line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders'' Relationship Committee

E. Risk Management Committee

Details of the composition of the Committees and changes therein,
terms of reference of the Committees and other requisite details
are provided in the Corporate Governance Report, which forms
part of this Annual Report.

16. Audit Committee

In terms of the provisions of Regulation 18 of the SEBI Listing
Regulations read with Section 177 of the Act, the constitution of
Audit Committee as on 31st March, 2025 is as follows:

Name of the Member	Designation
Mr. Shyam Lal Goyal	Chairperson and Independent Director
Mrs. Anu Chauhan	Independent Director
Mr. Sanjay Kapoor	Independent Director
Mr. Apoorv Agarwal	Executive Director

The recommendations made by the Audit Committee to the Board,
from time to time during the year under review, have been accepted
by the Board. Other details with respect to the Audit Committee
such as its terms of reference, meetings and attendance thereat
are separately provided in the Annual Report, as a part of the

Report on Corporate Governance.

17. Nomination and Remuneration Policy

The salient features of the Nomination and Remuneration Policy
of the Company are set out in the Corporate Governance Report
which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the
criteria for appointment & Re-appointment of Directors on the
Board of the Company and persons holding senior management
positions in the Company, including their remuneration and other
matters as provided under Section 178 of the Act and Listing
Regulations.

18. Board and Director''s Evaluation

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, Annual evaluation of the Board, its committees and
individual directors has been carried out on the basis of Guidance
Note on Board Evaluation issued by Securities and Exchange
Board of India (“SEBI”).

Questionnaire forms were circulated to all the directors for their
feedback on Board, Board Committees and director evaluation.
A meeting of the independent directors was held on March 19,
2025 where they reviewed and discussed the feedback on the
functioning of the Board, Board Committees, Chairman and other
directors. The Board reviewed and discussed the feedback of
the evaluations. The area of improvements as highlighted by the
evaluation exercise has been implemented to further strengthen
the corporate governance of the organization

19. Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations
one meeting of Independent Directors was held during the year i.e.,
on March 19, 2025, without the attendance of non-independent
Directors and members of Management.

In addition, the Company encourages regular meetings of its
independent directors to update them on Strategies of the
Company. At such meetings, the Head of the Departments of the
Company make presentations with respect to the Business Vertical
which they are heading. Such Meeting was conducted on March

19, 2025.

20. Familiarization Program for Independent Directors

The Company has in place a structured induction and familiarization
programme for all its directors including the Independent Directors.
They are updated on all business-related issues and new
initiatives. They are also invited in management level business
review meetings so as to step back and assist the executive
management. They are also informed of the important policies
of the Company including the ''Code of Conduct for Directors and
Senior Management Personnel'' and the ''Code of Conduct for
Prevention of Insider Trading.''.

21. Listing Of Shares

The Equity Shares of the Company are listed on National Stock
Exchange of India Limited (''NSE'') and the BSE Limited (''BSE'').
The due annual listing fees for the financial year 2024-25 has been
paid to the Stock Exchanges i.e. NSE & BSE.

22. Directors Responsibility Statement

Pursuant to the requirement of Section 134 (3) (c) read with Section
134(5) of the Companies Act, 2013 with respect to directors''
responsibility statement, your directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial
year ended 31^st March, 2025, the applicable Accounting
Standards and Schedule III of the Companies Act, 2013,
have been followed and there are no material departures
from the same;

(b) the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as give a true and fair
view of the state of affairs of the Company as at 31^st March,
2025 and of profit and Loss of the Company for the financial
year ended 31^st March, 2025;

(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Company Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting
frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going
concern basis;

(e) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively;

(f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
the work performed by the internal, statutory and secretarial
auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors
and the reviews performed by management and the relevant
board committees, including the audit committee, the Board is of
the opinion that the Company''s internal financial controls were
adequate and effective during FY 2025.

23. Management Discussion and Analysis

Management Discussion and Analysis as stipulated under the
Listing Regulations is presented in a separate section forming
part of this Annual Report. It speaks about the overall industry
structure, global and domestic economic scenarios, developments
in business operations/performance of the Company''s various
businesses viz., decorative business, international operations,

industrial and home improvement business, internal controls and
their adequacy, Risk, threats, outlook etc.

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“the Listing
Regulations”), the Management Discussion and Analysis Report
forms an integral part of this Annual Report and gives the details,
inter alia, about the performance of the Decorative, Decor and
consumer services, and Industrial Businesses of the Company
in India and International Operations, important changes in these
businesses, supply chain, external environment, and economic
outlook during the year under review.

During the year under review, there was no change in the nature
of the Company''s business.

24. Corporate Governance Report

As required under the Listing Regulations, the Company re-affirms
its commitment to the standards of corporate governance. This
Annual Report carries a Section on Corporate Governance and
benchmarks your Company with the relevant provisions of the
Listing Regulations, the detailed report on corporate governance
is given as Annexure A to this report

Pursuant to the Listing Regulations, as amended, a certificate
obtained from a Practicing Company Secretary certifying that the
Directors of the Company are not debarred or disqualified from
being appointed or to continue as directors of the companies by
the Securities and Exchange Board of India/Ministry of Corporate
Affairs, forms part of the report.

A Certificate of the CEO and CFO of the Company in terms of
Listing Regulations, inter-alia, confirming the correctness of the
financial statements and cash flow statements, adequacy of the
internal control measures and reporting of matters to the Audit
Committee, is also annexed.

25. Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2025, the Company has one (1) Subsidiary
Company, namely Sirca Industries Limited. Pursuant to Section
129 (3) of the Act read with Rule 5 of Companies (Accounts of
Companies) Rules 2014 and Ind - AS 110 issued by the Institute of
Chartered Accountants of India, Consolidated Financial Statements
presented by the Company include the financial statements of its
subsidiary.

A statement containing the salient features of the financial
statement of Subsidiary in the prescribed format AOC-1 is attached
as ''Annexure-B'' to this report. Further, the Company does not
have any Associate, Joint Ventures, hence no information in this
regard is required to be furnished

In terms of provisions of Section 136 of the Act separate audited
accounts of the subsidiary Companies shall be available on the
website of the Company at https://www.sircapaints.com/

26. Consolidated Financial Statement

The duly audited Consolidated Financial Statements as required
under the Indian Accounting Standard 110, provisions of Regulation
33 of the Listing Regulations and Section 136 of the Act have been
prepared after considering the audited financial statements of the
Company''s subsidiary and appear in the Annual Report of the
Company for the year 2024-25.

27. Auditors And Auditor''s Report
Secretarial Auditors

M/s Pravesh Kumar & Associates, Company Secretaries (ICSI
Unique Code: S2024DE976000), was appointed by the Board of
Directors of the Company to carry out the Secretarial Audit under
the provision of Section 204 of the Act for the financial year ended
March 31, 2025. The Secretarial Audit report for financial year
ended March 31, 2025 is enclosed as ‘Annexure-C''.

Further, in terms of the provisions of the Circular No. CIR/ CFD/
CMD1/27/2019 dated 8th February, 2019 issued by Securities
and Exchange Board of India, the Company has obtained the
Annual Secretarial Compliance Report for the financial year ended
31st March, 2025, confirming compliance of the applicable SEBI
Regulations and circulars/ guidelines issued thereunder, by the
Company.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Further, pursuant to the provisions of Regulation 24A & other
applicable provisions of the SEBI Listing Regulations read with
Section 204 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors at their respective meetings
held on 22^nd May, 2025 have approved & recommended for approval
of Members, appointment of M/s Pravesh Kumar & Associates,
Company Secretaries (ICSI Unique Code: S2024DE976000) as
Secretarial Auditor for a term of upto 5(Five) consecutive years, to
hold office from April 1, 2025 upto March 31, 2030.

Statutory Auditors

M/s Rajesh Kukreja & Associates, Chartered Accountants
(FRN:004254N) was appointed as Statutory Auditors of your
Company at the Annual General Meeting held on 25th July, 2022,
for a term of five consecutive years.

The Independent Auditors Report given by the Auditors on the
Financial Statement (Standalone and Consolidated) of your
Company forms part of this Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by
the Auditors in their Report.

Further, The Board of Director at their meeting held on 22^nd of
May, 2025, considered and proposed to increase remuneration of
Auditors of the Company form Rs. 6,00,000 to Rs. 7,50,000.

Cost Auditor

In terms of the Section 148 of the Act read with Companies (Cost
Records and Audit) Rules, 2014, the Company is required to
maintain cost accounting records and get them audited every year
from Cost Auditor and accordingly such accounts and records are
made and maintained by the Company.

The Board of Directors based on the recommendation of the
Audit Committee appointed M/s PAN & ASSOCIATES, Cost
Accountants, (Firm Registration Number: 003692), as Cost
Auditors to audit the cost accounts of your Company for the
Financial Year 2024-25. The Cost Audit Report for the FY 2024-25
will be filed with the Ministry of Corporate Affairs, in due course.

Further, The Board on the recommendation of the Audit Committee
at their meeting held on 22^nd of May, 2025, Re-appointment of Cost
Auditors of the Company for FY 2025-26.

The remuneration of Rs. 85,000 (Rupees Eighty-Five Thousand
only) exclusive of taxes and out-of-pocket expenses incurred in
connection with the aforesaid audit, is proposed to be paid to
the Cost Auditors, subject to ratification by the Members of the
Company at the ensuing AGM.

The resolution for ratification of the proposed remuneration
payable to PAN & ASSOCIATES to audit the cost records of the
Company for the financial year ending 31st March 2026, is being
placed for the approval of the shareholders of the Company at the
ensuing AGM.

Internal Auditor

M/s S Mahajan & Co. (FRN: 033060N), Chartered Accountants
was re-appointed as Internal Auditor of the Company at the Board
Meeting held on 5th July,2024 to conduct the Internal Audit for the
Financial Year 2024-25.

During the period under review, M/s S Mahajan & Co., performed
the duties of internal auditor of the Company and his report is
reviewed by the Audit Committee.

Further, The Board of Directors at their meeting held on 22^nd of May,
2025, was re-appointed M/s S Mahajan & Co. (FRN: 033060N),
Chartered Accountants as Cost Auditors of the Company for FY
2025-26.

28. Reporting of Frauds by Auditors

None of the Auditors of the Company has identified and reported
any fraud as specified under the second proviso of Section 143(12)
of the Act.

29. Corporate Social Responsibility (CSR)

As part of its initiatives under Corporate Social Responsibility
(CSR), the CSR Committee has been entrusted with the prime
responsibility of recommending to the Board about Corporate
Social Responsibility Policy which shall indicate the activities to
be undertaken by the Company as specified in Schedule VII of
Companies Act, 2013, the amount of expenditure to be incurred on
CSR activities and monitoring the implementation of the framework

of the CSR Policy.

The brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company as adopted by the Board and the initiatives
undertaken by the Company on CSR activities during the year
under review are set out in Annexure-D of this report in the format
prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. For other details regarding the CSR
Committee, please refer to the Corporate Governance Report,
which is a part of this report. The CSR policy is available on https://
www.sircapaints.com/investors/#policies

30. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the
Company for the financial year ended March 31,2025 as required
under Regulation 34(2)(f) of the Listing Regulations forms part of
this Report as Annexure E.

31. Internal Financial Control Systems and Their Adequacy

The Company''s internal financial control systems are commensurate
with its size and nature of its operations and such internal financial
controls are adequate and are operating effectively. The Company
has adopted policies and procedures for ensuring orderly and
efficient conduct of the business. These controls have been
designed to provide reasonable assurance regarding recording
and providing reliable financial and operational information,
adherence to the Company''s policies, safeguarding of assets
from unauthorized use and prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosures.

Other Statutory Disclosures

32. Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act and Rule 12(1)
of the Companies (Management & Administration) Rules, 2014,
the Annual Return of the Company for FY 2024-25 is available on
the website of the Company at: https://www.sircapaints.com/.

33. Risk Management

The Board of Directors of the Company has constituted a Risk
Management Committee to frame, implement, and monitor the risk
management plan for the Company. The Committee is responsible
for reviewing the risk management plan and its effectiveness. The
Company has Risk Management Policy which can be accessed on
Company''s website https://www.sircapaints.com/.

34. Vigil Mechanism/Whistle Blower Policy

In order to provide a mechanism to employees of the company
to disclose any unethical and improper practices or any other
alleged wrongful conduct in the Company and to prohibit
managerial personnel from taking any adverse action against

those employees, the Company has laid down a Vigil Mechanism
also known as Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any. The details of the Vigil Mechanism or
Whistle Blower Policy is explained in the Corporate Governance
Report and also posted on the website of the Company.

35. Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) and their status

There are no applications made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year.

36. Significant and Material Orders

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

37. Particulars of Loans, Guarantees or Investments Made U/s
186 of the Act

The particulars of loans, guarantees and investments have been
disclosed in the financial statements which forms part of this
Annual Report.

38. Particulars of Contracts or Arrangements with Related
Parties

The Company has always been committed to good corporate
governance practices, including in matters relating to Related Party
Transactions (RPTs). Endeavour is consistently made to have only
arm''s length transactions with all parties including Related Parties.
The Board of Directors of the Company had adopted the Related
Party Transaction Policy regarding materiality of related party
transactions and also on dealings with Related Parties in terms
of Regulation 23 of the Listing Regulations and Section 188 of the
Act. The policy is available at the following weblink: https://www.
sircapaints.com/investors/#policies

In terms of the provisions of Section 188(1) of the Act read with
the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 23 of the SEBI Listing Regulations, all contracts/
arrangements/ transactions entered into by the Company with its
related parties, during the year under review, were in the ordinary
course of business of the Company and on an arm''s length basis.
Details of particulars of contracts or arrangements with related
parties referred to in sub-section (1) of Section 188 of the Act in
form AOC-2 has been enclosed as Annexure-F to the Directors’
Report as required.

For details on Related Party Transactions, you may refer Notes to
financial statements forming part of this Annual Report.

39. Particulars of Employees

The details required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed as Annexure-G
and forms part of this report.

Further, as required under the provisions of Rule 5(2) & 5(3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the name and other particulars of
employees are set out in Annexure-H and forms part of this report.

40. Conservation of Energy & Technology Absorption foreign
exchange earnings and outgo

Environmental sustainability is embedded in the Sirca
Environmental policy which reflects that the Company pursues the
path of Industrial development in harmony with the environment.
As part of long-term sustainability, your Company ensures that
the products, packaging and operations are safe for employees,
consumers, stakeholders and the environment. Your Company
ensures this with a focus on technologies, processes and
improvements that matter for the environment. As an organization,
your Company is committed to the goal of sustainable and inclusive
growth.

The Company''s manufacturing units are ISO 9001 quality
management system, ISO 14001 Environment Management
System, ISO 45001, Occupational Health and Safety.

The Company measures progress in energy management through
various key indicators of specific power consumption, specific fuel
consumption, percentage outage, power cost, power losses etc.

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under
Section 134 (3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 are as follow:

Conservation of Energy Measure Taken

The manufacturing units of the Company have continued their
efforts to reduce their energy consumption and the plants of
Unit-II & Unit-III, Nathupur, Sonipat and Unit-I, Unit-II & Unit-III
Bahadurgarh, Haryana have also followed the suit.

Some of the key measures taken by all the manufacturing
plants are as below:

• Use of Energy efficient motors for all new projects

• Pressure based pumping system for utility pumping

• Elimination of compressed air in packing for vacuum
application

• Use of Energy Efficient aluminum Air piping solution to
reduce friction losses

• LED lighting for all plants

• Utility using electric pallets to save fuel and run with the
clean solar energy

• STP treated water reused for gardening/ toilet flushing

• ETP treated water reused for utility make-up

• Stripping water recycling in tanker cleaning

• Air Dust Collector to clean the environment inside factory

• Fume suction system to recover and remove the hazardous
fumes from the factory environment.

• All the utilities are noise free pollution.

• Replacement of old motors and chillers with new and
energy efficient ones.

1. Alternate Sources of Energy

• Replacement of high power consuming conventional lights
with LED Lights.

Technology Absorption
A. Research and Development (R&D)

1. Specific areas in which R&D carried out by the Company:

a) New products development in wood coating.

b) Anti-bacterial paint for interior wall application.

c) Development of direct to metal finishes for general
industries

d) Collaborative work with academic institutions and
vendors and customers

e) Competitor sample evaluation and benchmarking

f) Support to customers for smooth introduction of new
shades & products on running production line

g) Innovative shade development & color forecasting for
OEM industry

h) Training to customers on paint Technology & Application
to upgrade knowledge & skill

i) Upgradation of processes for cycle time reduction and
energy saving

j) High solid resin

2. Benefits derived out of the above work:

Development of new products for different applications.
i) Decorative Products:

• Polyester paint for interior-exterior application.

• Low-cost exterior with gloss, rich look and smoother
finish.

• Economy exterior emulsion which is resistant to
chalking, flaking, fading and prevent fungi and algae
growth.

• Quick drying, anti-rust, anti-yellowing durable coating
system.

• Economical elastomeric base coat.
ii) Industrial products:

• Polyurethane coating with extended durability and

weather ability.

• Mono coat polyurethane finish with higher productivity
and energy savings for GI.

• Direct to metal finish for auto and GI sector.

• Moisture cured heat resistance coating for GI.

• High Solid Acrylic Polyol coatings for wood and metals.

•Glass coating development for decorative and industrial
purpose

•Acrylic coating for decorative and industrials sector.

2. Future Plan of Action:

To develop new products based on advanced technology
as per anticipated market need. Special focus will continue
towards developing safe and user-friendly products with
superior performance.

b) Technology Absorption, Adoption and Innovation:

i. Efforts, in brief, made towards technology absorption,
adoption and innovation

You company has entered into a Memorandum of
Understanding (“MoU”) with Oikos spa (Italy) effective
1st April, 2024, which pertains to transfer of technology
from Oikos spa (Italy) to Sirca Paints India Limited for
manufacturing high value added eco-friendly, green wall
paints including colors that are free of toxic substances
and ESG compliant in India too. SPIL under a joint owned
brand shall be selling these wall paints and colors in India
and shall be exporting also to mutually agreed countries.

Further, your company has entered into a Business
transfer agreement with Wembley Group (comprising
Wembley Paints and Chemicals, Indo Wembley Paints
Private Limited, and Wembley Sales Corporation) and
Welcome Brand from New Wembley Products LLP for
acquiring the business undertaking, pertaining to sale
and distribution of Products including technical know¬
how, all intellectual property rights, in connection with
the Products and/or the business of Wembley Group
and Welcome Brand from, the acquisition enables the
Company to increase its footprint in its line of business.
The acquisitions also provide benefits of synergy, growth,
brand building and rapid increase in scale of business
operations to your Company.

ii. Benefits derived as a result of the above efforts,
e.g. product improvement, cost reduction, product
development, import substitution etc.

This strategic initiative will allow the Company to cut down
on its import bill and inventory days of finished goods,
increase its manufacturing in India, and strengthen its
operations.

Foreign Exchange Earnings and Outgo

Amount in Lakhs

Foreign Exchange Earnings and Outgo During the Reporting Period
Foreign exchange inflows	132.35
Foreign exchange outflows	4,978.91

41. Prevention of Sexual Harassment at Workplace

In line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”), the Company has adopted a “Policy
on Appropriate Social Conduct at Workplace”. The Policy
is applicable for all employees of the organization, which
includes corporate office, manufacturing locations, branches,
depots, etc. The Policy is applicable to non-employees as well
i.e. business associates, vendors, trainees etc.

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the POSH
Act to redress complaints received on sexual harassment
as well as other forms of verbal, physical, written or visual
harassment.

During the year under review, the Company did not receive
any complaints of sexual harassment and no cases were filed
under the POSH Act.

42. Transfer To Investor Education and Protection Fund

During the year under review, The Company was not required
to transfer any funds to Investor Education and Protection
Funds (IEPF).

43. Stock Options Plans

During the financial year under review the Company does not
have any stock option plan in force

44. Human Resource Management

The Company believes in creating an enabling environment for
employees to grow and contribute to its overall objective. The

employees are provided with adequate learning and development opportunities to sharpen their skill set and drive the performance
of the Company. The Company engages with the employees across platforms to strengthen employee stickiness. As on March 31,
2025, the Company has total strength of 659 employees.

45. Suspension of Securities of the Company

The securities of the Company have not been suspended from trading of the stock exchange.

46. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while
taking loans from the Banks or Financial Institution along with the reasons thereof

There are no such events occurred during the period from April 01, 2024 to March 31, 2025, thus no valuation is carried out for the
one-time settlement with the Banks or Financial Institutions.

47. Deviation(s)/Variation(s) in Use of Proceeds from Objects Stated in Offer Document

Pursuant to Regulation 32 of SEBI Listing Regulations, The Directors of the company confirm that there has been no deviation(s) /
variation(s) in the use of proceeds from the Objects stated in the Prospectus for the FY 2024-25: No Deviation

48. Acknowledgment

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial
institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Direc¬
tors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and
workers.

For and On Behalf of the Board of Directors
SIRCA PAINTS INDIA LIMITED

Sd/- Sd/-

Place:-New Delhi Sanjay Agarwal Apoorv Agarwal

D_at_{e -} 22/05/2025 Chairman Cum Managing Director Joint Managing Director

DIN: 01302479 DIN: 01302537

---

Mar 31, 2024

The Board of Directors is pleased to present the Nineteenth Annual Report on the business and operations of Sirca Paints India Limited (“SPIL“ or the “Company”) together with the audited financial statements (standalone and consolidated) for the financial year 2023-24.

FINANCIAL RESULT

Standalone financial results of SPIL (Rupees in Lakhs)
Particular	Year Ended 31.03.2024 (In lakh)	Year Ended 31.03.2023 (In lakh)
Revenue from operations	31172.03	26774.94
Other Income	636.00	484.40
Total Income	31808.03	27259.34
Profit before tax	6906.56	6210.93
Less: Tax Expenses	1762.84	1599.85
Profit for the year	5143.72	4611.08
Other comprehensive income / (loss)	-2.44	-9.63
Total comprehensive income for the year	5141.27	4601.45
Earnings per share of Rs.10 each
Basic (in Rs.)	9.38	8.41
Diluted (in Rs.)	9.38	8.41
Consolidated financial results of SPIL (Rupees in Lakhs)
Particular	Year Ended 31.03.2024 (In lakh)		Year Ended 31.03.2023 (In lakh)
Revenue from operations	31172.03		26774.94
Other Income	636.00		484.40
Total Income	31808.03		27259.34
Profit before tax	6906.08		6210.37
Less: Tax Expenses	1762.72		1599.70
Profit for the year	5143.36		4610.67
Other comprehensive income / (loss)	-2.44		-9.63
Total comprehensive income for the year	5140.92		4601.04
Earnings per share of 7 10 each
Basic (in 7)	9.38		8.41
Diluted (in Rs.)	9.38		8.41

COMPANY’S PERFORMANCE REVIEW During the Financial Year 2023-24:

Standalone Accounts

Total revenue during the year 2024 was Rs. 31172.03 Lakhs as compared to Rs. 26774.94 Lakhs during the year 2023- an increase of 16.42%;

Profit after tax was Rs. 5143.72 Lakhs during the year 2024 as compared to Rs. 4611.08 Lakhs during the year 2023- an increase of 11.55%

Basic earnings per share (of face value of Rs. 10/- each) was Rs. 9.38 for the year 2024 as compared to Rs. 8.41 for the year 2023, an increase of 11.55%

Consolidated Accounts

Total revenue during the year 2024 was Rs. 31172.03 Lakhs as compared to Rs. 26774.94 Lakhs during the year 2023- an increase of 16.42%;

Profit after tax was Rs. 5143.36 Lakhs during the year 2024 as compared to Rs. 4610.67 Lakhs during the year 2023-an increase

of 11.55 ''

Basic earnings per share (of face value of Rs. 10/- each) was Rs. 9.38 for the year 2024 as compared to Rs. 8.41 for the year 2023, an increase of 11.55%

The state of affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this report.

Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India

Dividend

The Board of directors of the Company has recommended a final dividend of Rs. 1.50 per equity share of Rs. 10/- each (15% of Face Value) at its meeting held on May 18, 2024 for the Financial Year 2023-24. In terms of the provisions of the Finance Act, 2020, dividend shall be taxed in the hands of the shareholders and the Company shall withhold tax at source at the applicable rates. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (‘AGM’) of the Company to those members whose names appeared on the Register of Members of the Company on the record date.

The Board of Directors of the Company in line with provisions of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) had approved Dividend Distribution Policy. The Dividend Distribution policy is uploaded on Company’s website and can be accessed at the link https://www.sircapaints.com/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf

Reserves

During the year under review, no amount has been transferred to any of the reserves by the Company.

Share Capital

The Authorised Share Capital of the Company as on March 31, 2024 was Rs. 60,00,00,000/- divided into 6,00,00,000 equity shares of face value of Rs. 10/- each

The Issued, Subscribed and Paid-up share capital of the Company as on March 31, 2024 was Rs. 54,80,88,000/- divided into 5,48,08,800 equity shares of face value of Rs. 10/- each

During the year under review, the Shareholders, vide postal ballot on May 03, 2023, approved increase in Authorised Share Capital of the Company from Rs. 32,00,00,000/- to Rs. 60,00,00,000/- and issue of Bonus shares in the proportion of 1 (One) New Equity Share of Rs. 10/- each for every 1 (One) existing Equity Shares of Rs. 10/- each. Accordingly, the Board of Directors, at its meeting held on May 12, 2023 approved the allotment of equity bonus shares of 2,74,04,400 (Two Crore Seventy-Four Lakhs Four Thousand Four Hundred) Equity Shares of Rs. 10/- each which resulted in to increase in paid-up, issued and subscribed equity shares capital of the company from 2,74,04,400 equity shares to 5,48,08,800 equity shares face value of Rs. 10/- per share

Further, the Company has not issued any convertible securities or shares with differential voting rights or sweat equity shares or warrants.

DEPOSIT

During the year under review, the Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2023-24. There were no unclaimed or unpaid deposits lying with the Company

Material Changes and Commitments Affecting the Financial Position of the Company and Material Changes Between the Date of the Board Report and End of the Financial Year

There have been no change in the nature of business during the year. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Change Of the Registered Office

During the year under review, the Company has not changed its Registered Office

RBI Guidelines

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

Directors and Key Managerial Personnel

As on March 31, 2024, there were Eight (8) Directors on the Board of the Company, consisting of Four (4) Independent Directors, Two (2) Non-Executive Directors (1 of whom is part of the Promoter Group), Two (2) Executive Directors (both are part of the promoter group). Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

• Mr. Sanjay Agarwal- Chairman and Managing Director,

• Mr. Apoorv Agarwal- Joint Managing Director,

• Ms. Shallu-Chief Financial Officer, and

• Mr. Hira Kumar- Company Secretary & Compliance Officer of the Company.

During the year, the Members approved the following appointment and re-appointment of Directors:

Mr. Sanjay Agarwal (DIN: 01302479) was re-appointed as director liable to retire by rotation at the Annual General Meeting held on August 25,2023.

Mr. Aman Arora (DIN: 10328333) was appointed as a Non-Executive Independent Director for a term of five years from November 11, 2023 to November 10, 2028.

In the opinion of Board, Mr. Aman Arora is person of integrity and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

During the year, Mr. Anil Kumar Mehrotra (DIN: 05338446) ceased to be Director of the Company with effect from September 20, 2023, due to his pre-occupation and other personal commitment, as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

Further the Board, at its meeting held on December 09, 2023, appointed Hira Kumar as the Company Secretary and Compliance Officer and KMP of the Company effective December 09, 2023.

Mr. Suraj Singh resigned as the Company Secretary and Compliance Officer and KMP of the Company effective October 09, 2023. The Board placed on record his sincere appreciation for his contribution to the Company

Details of Directors proposed to be re-appointed at the ensuing Annual General Meeting are as follows:

a At the ensuing Annual General Meeting, Mr. Apoorv Agarwal (DIN: 01302537), Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles of Association of the Company and being eligible, offers himself for reappointment as director of the Company.

b Mrs. Anu Chauhan (DIN: 08500056), Non- Executive Independent Director of the Company is proposed to be reappointed as Non-Executive Independent Directors of the Company, pursuant to the provisions of Section 149 of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred as “Listing Regulations”) at the ensuing Annual General Meeting for the second term of five years commencing from July 07, 2024.

The brief profiles of Mr. Apoorv Agarwal and Mrs. Anu Chauhan forms part of the Corporate Governance Report and the notice of the ensuing Annual General Meeting of the Company.

No director of the Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 (Hereinafter referred as “the Act”) and the Listing Regulations.

On the basis of the declarations submitted by the Independent Director of the Company, the Board of Directors have opined that the Independent Director of the Company fulfill the required criteria as defined under Section 149(6) of the Act and the Listing Regulations.

Declaration of Director’s Independence

As on date of this report, the Board comprises of 8 (Eight) Directors. The composition includes 4 (Four) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations

The Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

All the Independent Directors of your Company have submitted their declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence, as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors of your Company. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite qualifications, expertise & experience (including the proficiency) and competency in the business & industry knowledge, financial expertise, digital & information technology, corporate governance, legal and compliance marketing & sales, risk management, leadership & human resource development and general management as required to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs ("IICA"). These declarations/ confirmations have been placed before the Board. The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (Two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

Director’s Appointment and Remuneration Policy

The Company’s policy on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board.

The Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be accessed at the following Link: https://www.sircapaints.com/investors/#policies

Number of meetings of the Board

The Board of the Company and its Committees meet at regular intervals to discuss, decide and supervise the various business policies, business strategy, Company’s performance and other statutory matters. During the year under review, the Board has met Ten times. The details of the meeting of the Board and its Committees are given in the Corporate Governance Report, which forms part of this Report. The intervening gap between two Board Meetings did not exceed 120 days.

Committees of the Board

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws: .

A) Audit Committee

B) Nomination and Remuneration Committee

C) Corporate Social Responsibility Committee

D) Stakeholders’ Relationship Committee

E) Risk Management Committee

Details of the composition of the Committees and changes therein, terms of reference of the Committees and other requisite details are provided in the Corporate Governance Report, which forms part of this Annual Report.

Audit Committee

In terms of the provisions of Regulation 18 of the SEBI Listing Regulations read with Section 177 of the Act, the constitution of Audit Committee as on 31st March, 2024 is as follows:

Name of the Member Designation

Chairperson and Independent Director

Mr. Shyam Lal Goyal

Mrs. Anu Chauhan ^{Independent Director}

Mr. Sanjay Kapoor ^{|ndependent Director}

Mr. Apoorv Agarwal Executive Director

The recommendations made by the Audit Committee to the Board, from time to time during the year under review, have been accepted by the Board. Other details with respect to the Audit Committee such as its terms of reference, meetings and attendance thereat are separately provided in the Annual Report, as a part of the Report on Corporate Governance.

Nomination and Remuneration Policy

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & Re-appointment of Directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

Board and Director’s Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India (“SEBI”).

Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees and director evaluation. A meeting of the independent directors was held on March 30, 2024 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organization

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e., on March 30, 2024, without the attendance of non-independent Directors and members of Management.

In addition, the Company encourages regular meetings of its independent directors to update them on Strategies of the Company. At such meetings, the Head of the Departments of the Company make presentations with respect to the Business Vertical which they are heading. Such Meeting was conducted on March 30, 2024

Familiarization Program for Independent Directors

The Company has in place a structured induction and familiarization programme for all its directors including the Independent Directors. They are updated on all business-related issues and new initiatives. They are also invited in management level business review meetings so as to step back and assist the executive management. They are also informed of the important policies of the Company including the ‘Code of Conduct for Directors and Senior Management Personnel’ and the ‘Code of Conduct for Prevention of Insider Trading.’.

Listing Of Shares

The Equity Shares of the Company are listed on National Stock Exchange of India Limited (‘NSE’) and the BSE Limited (‘BSE’). The due annual listing fees for the financial year 2023-24 has been paid to the Stock Exchanges i.e. NSE & BSE

Directors Responsibility Statement

Pursuant to the requirement of Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013 with respect to directors’ responsibility statement, your directors hereby confirm that:

a In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of profit and Loss of the Company for the financial year ended 31st March, 2024; c The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; d The Directors have prepared the annual accounts on a going concern basis;

e The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2024.

Management Discussion and Analysis

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company’s various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, Risk, threats, outlook etc.

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Management Discussion and Analysis Report forms an integral part of this Annual Report and gives the details, inter alia, about the performance of the Decorative, Decor and consumer services, and Industrial Businesses of the Company in India and International Operations, important changes in these businesses, supply chain, external environment, and economic outlook during the year under review.

During the year under review, there was no change in the nature of the Company’s business.

Corporate Governance Report

As required under the Listing Regulations, the Company re-affirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with the relevant provisions of the Listing Regulations, the detailed report on corporate governance is given as Annexure A to this report

Pursuant to the Listing Regulations, as amended, a certificate obtained from a Practicing Company Secretary certifying that the Directors of the Company are not debarred or disqualified from being appointed or to continue as directors of the companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs, forms part of the report.

A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2024, the Company has one (1) Subsidiary Company, namely Sirca Industries Limited. Pursuant to Section 129 (3) of the Act read with Rule 5 of Companies (Accounts of Companies) Rules 2014 and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiary.

A statement containing the salient features of the financial statement of Subsidiary in the prescribed format AOC-1 is attached as ‘Annexure-B’ to this report. Further, the Company does not have any Associate, Joint Ventures, hence no information in this regard is required to be furnished

In terms of provisions of Section 136 of the Act separate audited accounts of the subsidiary Companies shall be available on the website of the Company at https://www.sircapaints.com/

Consolidated Financial Statement

The duly audited Consolidated Financial Statements as required under the Indian Accounting Standard 110, provisions of Regulation 33 of the Listing Regulations and Section 136 of the Act have been prepared after considering the audited financial statements of the Company’s subsidiary and appear in the Annual Report of the Company for the year 2023-24.

Auditors And Auditor’s Report Secretarial Auditors

M/s. Vinod Kumar & Associates, Company Secretaries, was appointed by the Board of Directors of the Company to carry out the Secretarial Audit under the provision of Section 204 of the Act for the financial year ended March 31, 2024. The Secretarial Audit report for financial year ended March 31, 2024 is enclosed as ‘Annexure-C’.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended 31st March, 2024, confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued thereunder, by the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors

M/s Rajesh Kukreja & Associates, Chartered Accountants (FRN:004254N) was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 25th July, 2022, for a term of five consecutive years.

The Independent Auditors Report given by the Auditors on the Financial Statement (Standalone and Consolidated) of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report

Cost Auditor

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are made and maintained by the Company.

The Board of Directors appointed M/s PAN & ASSOCIATES, Cost Accountants, (Firm Registration Number: 003692), as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2023-24. The Cost Audit Report for the FY 202324 will be filed with the Ministry of Corporate Affairs, in due course.

Internal Auditor

M/s S Mahajan & Co. (FRN: 033060N), Chartered Accountants was re-appointed as Internal Auditor of the Company at the Board Meeting held on 30th June, 2023, to conduct the Internal Audit for the Financial Year 2023-24.

During the period under review, M/s S Mahajan & Co., performed the duties of internal auditor of the Company and his report is reviewed by the Audit Committee

Corporate Social Responsibility (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www.sircapaints.com/investors/#policies

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the Company for the financial year ended March 31, 2024 as required under Regulation 34(2)(f) of the Listing Regulations forms part of this Report as Annexure E.

Internal Financial Control Systems and Their Adequacy

The Company’s internal financial control systems are commensurate with its size and nature of its operations and such internal financial controls are adequate and are operating effectively. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the business. These controls have been designed to provide reasonable assurance regarding recording and providing reliable financial and operational information, adherence to the Company’s policies, safeguarding of assets from unauthorized use and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Other Statutory Disclosures Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies (Management & Administration) Rules, 2014, the Annual Return of the Company for FY 2023-24 is available on the website of the Company at: https://www.sircapaints.com/

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company’s website https://www.sircapaints.com/

Vigil Mechanism/Whistle Blower Policy

In order to provide a mechanism to employees of the company to disclose any unethical and improper practices or any other alleged wrongful conduct in the Company and to prohibit managerial personnel from taking any adverse action against those employees, the Company has laid down a Vigil Mechanism also known as Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism or Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

Significant and Material Orders

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

Particulars of Loans, Guarantees or Investments Made U/s 186 of the Act

The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

The Company has always been committed to good corporate governance practices, including in matters relating to Related Party Transactions (RPTs). Endeavour is consistently made to have only arm’s length transactions with all parties including Related Parties. The Board of Directors of the Company had adopted the Related Party Transaction Policy regarding materiality of related party transactions and also on dealings with Related Parties in terms of Regulation 23 of the Listing Regulations and Section 188 of the Act. The policy is available at the following weblink: https://www.sircapaints.com/investors/#policies

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were in the ordinary course of business of the Company and on an arm’s length basis. Details of particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in form AOC-2 has been enclosed as Annexure-F to the Directors’ Report as required.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of this Annual Report.

Particulars of Employees

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure-G and forms part of this report.

Further, as required under the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of employees are set out in Annexure-H and forms part of this report.

Conservation of Energy & Technology Absorption foreign exchange earnings and outgo

Environmental sustainability is embedded in the Sirca Environmental policy which reflects that the Company pursues the path of Industrial development in harmony with the environment. As part of long-term sustainability, your Company ensures that the products, packaging and operations are safe for employees, consumers, stakeholders and the environment. Your Company ensures this with a focus on technologies, processes and improvements that matter for the environment. As an organization, your Company is committed to the goal of sustainable and inclusive growth.

The Company’s manufacturing units are ISO 9001 quality management system, ISO 14001 Environment Management System, ISO 45001, Occupational Health and Safety.

The Company measures progress in energy management through various key indicators of specific power consumption, specific fuel consumption, percentage outage, power cost, power losses etc.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as

follow:

Conservation of Energy Measure Taken

The manufacturing units of the Company have continued their efforts to reduce their energy consumption and the plants of Nathupur, Nathupur-II and Nathupur-III nearby Sonipat, Haryana have also followed the suit.

1. Some of the key measures taken by all the manufacturing plants are as below:

• Use of Energy efficient motors for all new projects

• Pressure based pumping system for utility pumping

• Elimination of compressed air in packing for vacuum application

• Use of Energy Efficient aluminum Air piping solution to reduce friction losses

• LED lighting for all plants

• Utility using electric pallets to save fuel and run with the clean solar energy

• STP treated water reused for gardening/ toilet flushing

• ETP treated water reused for utility make-up

• Stripping water recycling in tanker cleaning

• Air Dust Collector to clean the environment inside factory

• Fume suction system to recover and remove the hazardous fumes from the factory environment.

• All the utilities are noise free pollution.

• Replacement of old motors and chillers with new and energy efficient ones.

2. Alternate Sources of Energy

• Replacement of high power consuming conventional lights with LED Lights.

T echnology Absorption A. Research and Development (R&D)

1. Specific areas in which R&D carried out by the Company:

• New products development in wood coating.

• Anti-bacterial paint for interior wall application.

• Development of direct to metal finishes for general industries

• Collaborative work with academic institutions and vendors and customers

• Competitor sample evaluation and benchmarking

• Support to customers for smooth introduction of new shades & products on running production line

• Innovative shade development & color forecasting for OEM industry

• Training to customers on paint Technology & Application to upgrade knowledge & skill

• Upgradation of processes for cycle time reduction and energy saving

• High solid resin

2. Benefits derived out of the above work:

Development of new products for different applications.

i) Decorative Products:

• Polyester paint for interior-exterior application

• Low-cost exterior with gloss, rich look and smoother finish.

• Economy exterior emulsion which is resistant to chalking, flaking, fading and prevent fungi and algae growth.

• Quick drying, anti-rust, anti-yellowing durable coating system.

• Economical elastomeric base coat.

ii) Industrial products:

• Polyurethane coating with extended durability and weather ability.

• Mono coat polyurethane finish with higher productivity and energy savings for GI.

• Direct to metal finish for auto and GI sector.

• Moisture cured heat resistance coating for GI.

• High Solid Acrylic Polyol coatings for wood and metals.

• Glass coating development for decorative and industrial purpose

• Acrylic coating for decorative and industrials sector.

3. Future Plan of Action:

To develop new products based on advanced technology as per anticipated market need. Special focus will continue towards developing safe and user-friendly products with superior performance.

B. Technology Absorption, Adoption and Innovation:

1. Efforts, in brief, made towards technology absorption, adoption and innovation

Your company has entered into a Memorandum of Understanding ("MoU") with Oikos spa (Italy) effective 1st April, 2024, which pertains to transfer of technology from Oikos spa (Italy) to Sirca Paints India Limited for manufacturing high value added eco-friendly, green wall paints including colors that are free of toxic substances and ESG compliant in India too. SPIL under a joint owned brand shall be selling these wall paints and colors in India and shall be exporting also to mutually agreed countries.

Further, your company has entered into a Business transfer agreement with New Wembley Products LLP for acquiring the business undertaking, pertaining to sale and distribution of Products including technical know-how, all intellectual property rights, in connection with the Products and/or the business of New Wembley Products LLP, the acquisition enables the Company to increase its footprint in its line of business. The acquisition also provides benefits of synergy, growth, brand building and rapid increase in scale of business operations to your Company.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

This strategic initiative will allow the Company to cut down on its import bill and inventory days of finished goods, increase its manufacturing in India, and strengthen its operations.

Foreign Exchange Earnings and Outgo

(Rupees in Lakhs)
Foreign Exchange Earnings and Outgo During the Reporting Period
Foreign exchange inflows	192.15
Foreign exchange outflows	5684.55

Prevention of Sexual Harassment at Workplace

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”), the Company has adopted a “Policy on Appropriate Social Conduct at Workplace”. The Policy is applicable for all employees of the organization, which includes corporate office, manufacturing locations, branches, depots, etc. The Policy is applicable to non-employees as well i.e. business associates, vendors, trainees etc.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act to redress complaints received on sexual harassment as well as other forms of verbal, physical, written or visual harassment.

During the year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

Transfer To Investor Education and Protection Fund

During the year under review, The Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

Stock Options Plans

During the financial year under review the Company does not have any stock option plan in force

Human Resource Management

The Company believes in creating an enabling environment for employees to grow and contribute to its overall objective. The employees are provided with adequate learning and development opportunities to sharpen their skill set and drive the performance of the Company. The Company engages with the employees across platforms to strengthen employee stickiness. As on March 31, 2024, the Company has total strength of 659 employees.

Suspension of Securities of the Company

The securities of the Company have not been suspended from trading of the stock exchange.

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof

There are no such events occurred during the period from April 01, 2023 to March 31, 2024, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

Deviation(s)/Variation(s) in Use of Proceeds from Objects Stated in Offer Document

Pursuant to Regulation 32 of SEBI Listing Regulations, The Directors of the company confirm that there has been no deviation(s) / variation(s) in the use of proceeds from the Objects stated in the Prospectus for the FY 2022-23.

Further, As on 31st March, 2022 the Company has utilized Rs. 7791.36 Lakhs out of total IPO proceeds amounting to Rs. 7791.36 Lakhs (“total IPO proceeds”), which constitutes 100% of total IPO proceeds.

Acknowledgment

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

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Mar 31, 2022

The Board of Directors is pleased to present the Seventeenth Annual Report on the business and operations of Sirca Paints India Limited ("SPIL" or the "Company”) together with the audited financial statements (standalone and consolidated) for the financial year 2021-22.

FINANCIAL RESULT

(In Lakhs)
Particulars	Standalone		Consolidated
	Year Ended 31.03.2022	Year Ended 31.03.2021	Year Ended 31.03.2022	Year Ended 31.03.2021
Revenue from operations	20,002.49	14,318.36	20,002.49	14,318.36
Other Income	440.14	1,414.51	440.14	1,414.51
Total Income	20,442.64	15,732.87	20,442.64	15,732.87
Profit before tax	3,795.41	2,258.80	3,794.88	2,255.47
Less: Tax Expenses	1,022.69	598.29	1,022.55	597.24
Profit for the year	2,772.72	1,660.51	2,772.33	1,658.23
Other comprehensive income / (loss)	20.54	4.79	20.54	4.79
Total comprehensive income for the year	2,793.26	1,665.30	2,792.87	1,663.02
Earnings per share of R 10 each
Basic (in R)	10.12	6.06	10.12	6.05
Diluted (in R)	10.12	6.06	10.12	6.05

COMPANY''S PERFORMANCE REVIEW

During the Financial Year 2021-22:

Standalone Accounts

» Total revenue during the year 2022 was R 20,002.49 Lakhs as compared to R 14,318.36 lakhs during the year 2021- an increase of 39.70%;

» Profit after tax was R 2,772.72 Lakhs during the year 2022 as compared to R 1,660.51 Lakhs during the year 2021- an increase of 66.98%

» Basic earnings per share (of face value of ? 10/- each) was ? 10.12 for the year 2022 as compared to ? 6.06 for the year 2021, an increase of 67%

Consolidated Accounts

» Total revenue during the year 2022 was R 20,002.49 Lakhs as compared to R 14,318.36 Lakhs during the year 2021- an increase of 39.70%;

» Profit after tax was R 2,772.33 Lakhs during the year 2022 as compared to R 1,658.23 Lakhs during the year 2021- an increase of 67.19%

» Basic earnings per share (of face value of ? 10/- each) was ? 10.12 for the year 2022 as compared to ? 6.05 for the year 2021, an increase of 67.27%

The state of affairs of the Company is presented as part of

Management Discussion and Analysis Report forming part of

this report.

SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

DIVIDEND

The Board of directors of the Company has recommended a final dividend of ? 2/- per equity share of ? 10/- each (20% of Face Value) at its meeting held on 26^th May, 2022 for the Financial Year 2021-22. In terms of the provisions of the Finance Act, 2020, dividend shall be taxed in the hands of the shareholders and the Company shall withhold tax at source at the applicable rates. The payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (''AGM'') of the Company to those members whose names appeared on the Register of Members of the Company on the record date.

The Board of Directors of the Company in line with provisions of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) had approved Dividend Distribution Policy. The Dividend Distribution policy is uploaded on Company''s website and can be accessed at the link https:// www.sircapaints.com/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf

RESERVES

During the year under review, no amount has been transferred to any of the reserves by the Company.

SHARE CAPITAL

There has been no increase / decrease in the Authorised Share Capital as well as Issued, Subscribed and Paid-up share capital of the Company during the year under review.

As on 31^st March, 2022, the Authorized share capital of the Company was ? 32,00,00,000/- divided into 3,20,00,000 equity shares of face value of ? 10 each.

The Issued, Subscribed and Paid-up share capital of the Company as on 31st March, 2022 was ? 27,40,44,000/- divided into 2,74,04,400 equity shares of face value of ? 10 each

DEPOSIT

During the year under review, the Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2021-22. There were no unclaimed or unpaid deposits lying with the Company

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR There has been no change in the nature of business during the year. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

CHANGE OF THE REGISTERED OFFICE

During the year under review, the Company has changed its Registered Office from Plot No. 50, Phase-2, Badli, Industrial Area, Delhi-110042 to the New Premises G-82, Kirti Nagar, Delhi-110015 w.e.f. 9t^h October, 2021.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2022, there were Eight (8) Directors on the Board of the Company, consisting of Four (4) Independent Directors, Two (2) Non-Executive Directors (1 of whom is part of the Promoter Group), Two (2) Executive Directors (both are part of the promoter group). Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2022 are:

i. Mr. Sanjay Agarwal- Chairman and Managing Director,

ii. Mr. Apoorv Agarwal- Joint Managing Director,

iii. Ms. Shallu-Chief Financial Officer, and

iv. Mr. Suraj Singh- Company Secretary & Compliance Officer of the Company.

During the year under review, the following changes took place in the office of directors of the Company.

Mr. Sanjay Agarwal was re-appointed as director liable to retire by rotation at the Annual General Meeting held on 6th August, 2021.

Mr. Chahat Mahajan resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. 9th November, 2021 and Mr. Suraj Singh was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 9th November, 2021.

Details of Directors proposed to be re-appointed at the ensuing Annual General Meeting are as follows:

a. At the ensuing Annual General Meeting, Mr. Gurjit Singh Bains (DIN: 01977032), Director of the Company is liable to retire by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles of Association of the Company and being eligible, offers himself for reappointment as director of the Company.

b. Mr. Sanjay Kapoor, Non- Executive Independent Director of the Company is proposed to be reappointed as NonExecutive Independent Director of the Company, pursuant to the provisions of Section 149 of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred as "Listing Regulations”) at the ensuing Annual General Meeting for the second term of five years commencing from 14th December, 2022.

c. On the recommendation of the Nomination &

Remuneration Committee, the Board of Director of the Company, has re-appointed Mr. Sanjay Agarwal as Chairman Cum Managing Director of the Company for a period of Five years i.e. w.e.f. 14th November, 2022 to 13th November, 2027, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

d. On the recommendation of the Nomination &

Remuneration Committee, the Board of Director of the Company, has re-appointed Mr. Apoorv Agarwal as Joint Managing Director of the Company for a period of Five years i.e. w.e.f. 14th November, 2022 to 13th November, 2027, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

The brief profiles of Mr. Sanjay Agarwal, Mr. Apoorv Agarwal, Mr. Sanjay Kapoor forms part of the notice of the ensuing Annual General Meeting of the Company.

No director of the Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 (Hereinafter referred as "the Act”) and the Listing Regulations.

On the basis of the declarations submitted by the Independent Director of the Company, the Board of Directors have opined that the Independent Director of the Company fulfil the required criteria as defined under Section 149(6) of the Act and the Listing Regulations.

Declaration of Director''s Independence

As on date of this report, the Board comprises of 8 (Eight) Directors. The composition includes 4 (Four) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

The Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1)

(b) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

Director''s Appointment and Remuneration Policy

The Company''s policy on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board.

The Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be accessed at the following Link: https://www.sircapaints.com/investors/#policies

Number of meetings of the Board

The Board of the Company and its Committees meet at regular intervals to discuss, decide and supervise the various business policies, business strategy, Company''s performance and other statutory matters. During the year under review, the Board has met Seven times. The details of the meeting of the Board and its Committees are given in the Corporate Governance Report, which forms part of this Report. The intervening gap between two Board Meetings did not exceed 120 days.

Committees of the Board

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders'' Relationship Committee

E. Risk Management Committee

Details of the composition of the Committees and changes therein, terms of reference of the Committees and other

requisite details are provided in the Corporate Governance Report, which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment &Re - appointment of Directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations.

BOARD AND DIRECTOR''S EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI”).

Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees and director evaluation. A meeting of the independent directors was held on 24^th March, 2022 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organization

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 24^th March, 2022, without the attendance of nonindependent Directors and members of Management.

In addition, the Company encourages regular meetings of its independent directors to update them on Strategies of the Company. At such meetings, the Head of the Departments of the Company make presentations with respect to the Business Vertical which they are heading. Such Meeting was conducted on 24th March, 2022

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has in place a structured induction and familiarization programme for all its directors including the Independent Directors. They are updated on all business related issues and new initiatives. They are also invited in management level business review meetings so as to step back and assist the executive management. They are also informed of the important policies of the Company including the ''Code of Conduct for Directors and Senior Management Personnel'' and the ''Code of Conduct for Prevention of Insider Trading.''

LISTING OF SHARES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited (''NSE''). The due annual listing fees for the financial year 2022-23 has been paid to the Stock Exchange i.e., NSE

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013 with respect to directors'' responsibility statement, your directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2022, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of profit and Loss of the Company for the financial year ended 31st March, 2022;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company''s various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, Risk, threats, outlook etc.

CORPORATE GOVERNANCE REPORT

The Company re-affirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with the relevant provisions of the Listing Regulations.

Pursuant to the Listing Regulations, as amended, a certificate obtained from a Practising Company Secretary certifying that the Directors of the Company are not debarred or disqualified from being appointed or to continue as directors of the companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs, forms part of the report as Annexure A.

A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy

of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

As on 31st March, 2022, the Company has one (1) Subsidiary Company, namely Sirca Industries Limited. Pursuant to Section 129 (3) of the Act read with Rule 5 of Companies (Accounts of Companies) Rules 2014 and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiary.

A statement containing the salient features of the financial statement of Subsidiary in the prescribed format AOC-1 is attached as ''Annexure-B'' to this report. Further, the Company does not have any Associate, Joint Ventures, hence no information in this regard is required to be furnished

In terms of provisions of Section 136 of the Act separate audited accounts of the subsidiary Companies shall be available on the website of the Company at https://www.sircapaints.com/

CONSOLIDATED FINANCIAL STATEMENT

The duly audited Consolidated Financial Statements as required under the Indian Accounting Standard 110, provisions of Regulation 33 of the Listing Regulations and Section 136 of the Act have been prepared after considering the audited financial statements of the Company''s subsidiary and appear in the Annual Report of the Company for the year 2021-22.

AUDITORS AND AUDITOR''S REPORT Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company at its meeting held on 24t^h March, 2022 had appointed M/s Mohit Mehta & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2021-22. The Secretarial Audit Report is annexed herewith as Annexure-C.

Further, in terms of the provisions of the Circular No. CIR/ CFD/ CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended 31st March, 2022, confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued thereunder, by the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors

M/s Rajesh Kukreja & Associates, Chartered Accountants (FRN: 004254N) the statutory auditors of the Company, will hold office till the conclusion of Seventeenth Annual General Meeting of the Company. The Board has recommended the reappointment of M/s Rajesh Kukreja & Associates, Chartered Accountants as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion

of this Annual General Meeting ("AGM”) scheduled to be held in the year 2022 till the conclusion of Twenty-Second Annual General Meeting, for approval of shareholders of the Company, based on the recommendation of the Audit Committee

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Rajesh Kukreja & Associates. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors Report is unmodified i.e. it does not contain any qualification.

Cost Auditor

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are made and maintained by the Company.

The Board of Directors appointed M/s PAN & ASSOCIATES, Cost Accountants, (Firm Registration Number 003692), as

Cost Auditors to audit the cost accounts of your Company for the Financial Year 2021-22. The Cost Audit Report for the FY 2021-22 will be filed with the Ministry of Corporate Affairs.

Internal Auditor

M/s S Mahajan & Co. (FRN: 033060N),

was re- appointed as Internal Auditor of the Company at the Board Meeting held on 20^th June, 2022, to conduct the Internal Audit for the Financial Year 2021- 22.

During the period under review, M/s S Mahajan & Co., performed the duties of internal auditor of the Company and his report is reviewed by the Audit Committee

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www.sircapaints.com/ investors/#policies

BUSINESS RESPONSIBILITY STATEMENT

The Business Responsibility Report of the Company for the financial year ended 31^st March, 2022 as required under Regulation 34(2)(f) of the Listing Regulations forms part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal financial control systems are commensurate with its size and nature of its operations and such internal financial controls are adequate and are operating effectively. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the business. These controls have been designed to provide reasonable assurance regarding recording and providing reliable financial and operational information, adherence to the Company''s policies, safeguarding of assets from unauthorized use and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

OTHER STATUTORY DISCLOSURES Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies (Management & Administration) Rules, 2014, the Annual Return of the Company for FY 2021-22 is available on the website of the Company at :- https://www. sircapaints.com/

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company''s website https://www. sircapaints.com/

Vigil Mechanism / Whistle Blower Policy

In order to provide a mechanism to employees of the company to disclose any unethical and improper practices or any other alleged wrongful conduct in the Company and to prohibit managerial personnel from taking any adverse action against those employees, the Company has laid down a Vigil Mechanism also known as Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism or Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

Significant and Material Orders

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

Particulars of Loans, Guarantees or Investments Made U/s 186 of the Act

The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

The Company has always been committed to good corporate governance practices, including in matters relating to Related Party Transactions (RPTs). Endeavour is consistently made to have only arm''s length transactions with all parties including Related Parties. The Board of Directors of the Company had adopted the Related Party Transaction Policy regarding materiality of related party transactions and also on dealings with Related Parties in terms of Regulation 23 of the Listing Regulations and Section 188 of the Act. The policy is available at the following weblink: https://www.sircapaints.com/ investors/#policies

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were in the ordinary course of business of the Company and on an arm''s length basis. Details of particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in form AOC-2 has been enclosed as Annexure-E to the Directors'' Report as required.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

Particulars of Employees

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure-F and forms part of this report.

Further, as required under the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of employees are set out in Annexure- G and forms part of this report.

Conservation of Energy & Technology Absorption foreign exchange earnings and outgo

Environmental sustainability is embedded in the Sirca Environmental Policy which reflects that the Company pursues the path of Industrial development in harmony with the environment. As part of long-term sustainability, your Company ensures that the products, packaging and operations are safe for employees, consumers, stakeholders and the environment. Your Company ensures this with a focus on technologies, processes and improvements that matter for the environment. As an organization, your Company is committed to the goal of sustainable and inclusive growth.

The Company''s manufacturing units are ISO 9001 quality management system, ISO 14001 Environment Management System, ISO 45001, Occupational Health and Safety.

The Company measures progress in energy management through various key indicators of specific power consumption, specific fuel consumption, percentage outage, power cost, power losses etc.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo

stipulated under Section 134 (3) (m) of the Companies Act,

2013 read with Rule 8 of The Companies (Accounts) Rules,

2014 are as follow:

» Conservation of Energy Measure Taken

The manufacturing units of the Company have continued their efforts to reduce their energy consumption and the new plants of Nathupur and Rai nearby Sonipat, Haryana have also followed the suit.

1. Some of the key measures taken by all the manufacturing plants are as below:

• Use of Energy efficient motors for all new projects

• Pressure based pumping system for utility pumping

• Elimination of compressed air in packing for vacuum application

• Use of Energy Efficient aluminum Air piping solution to reduce friction losses

• LED lighting for all plants

• Utility using electric pallets to save fuel and run with the clean solar energy

• STP treated water reused for gardening/ toilet flushing

• ETP treated water reused for utility make-up

• Stripping water recycling in tanker cleaning

• Air Dust Collector to clean the environment inside factory

• Fume suction system to recover and remove the hazardous fumes from the factory environment.

• All the utilities are noise free pollution.

2. Alternate Sources of Energy

• Sirca Paints initiated plans to install Solar panels in roof, under outsourced model, which was dismantled due to an unfortunate fire incident occurred in the Factory premises.

• Replacement of high power consuming conventional lights with LED Lights.

» Technology Absorption

A. Research and Development (R&D)

1. Specific areas in which R&D carried out by the Company:

a) New products development in wood coating.

b) Anti-bacterial paint for interior wall application.

c) Development of direct to metal finishes for general industries

d) Collaborative work with academic institutions and vendors and customers

e) Competitor sample evaluation and benchmarking

f) Support to customers for smooth introduction of new shades & products on running production line

g) Training to customers on paint Technology & Application to upgrade knowledge & skill

h) Upgradation of processes for cycle time reduction and energy saving

i) High solid resin

2. Benefits derived out of the above work:

Development of new products for different applications.

i) Decorative Products:

• Polyester paint for interior-exterior application.

• Low cost exterior with gloss, rich look and smoother finish.

• Economy exterior emulsion which is resistant to chalking, flaking, fading and prevent fungi and algae growth.

• Quick drying, anti-rust, anti-yellowing durable coating system.

• Economical elastomeric base coat.

ii) Industrial products:

• Polyurethane coating with extended durability and weather ability.

• Mono coat polyurethane finish with higher productivity and energy savings for GI.

• Direct to metal finish for auto and GI sector.

• Moisture cured heat resistance coating for GI.

• High Solid Acrylic Polyol coatings for wood and metals.

• Glass coating development for decorative and industrial purpose

• Acrylic coating for decorative and industrials sector.

3. Future Plan of Action:

To develop new products based on advanced technology as per anticipated market need. Special focus will continue towards developing safe and user friendly products with superior performance.

B. Technology Absorption, Adoption and Innovation:

(i) Efforts, in brief, made towards technology absorption, adoption and innovation

You company has entered into a Technical Knowhow agreement dated 16^th February, 2018 with SI RCA S.P.A. This agreement was signed for providing better products to the end users at economical range.

(ii) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc

Full understanding of the technology helped the Company to identify better process knowledge and simulation facilitated achievement of higher production volumes, quality improvement and energy conservation.

» Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings and Outgo During the Reporting Period

(Amount in Lakhs)
Foreign exchange inflows	127.03
Foreign exchange outflows	6,013.48

Prevention of Sexual Harassment at Workplace

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”), the Company has adopted a "Policy on Appropriate Social Conduct at Workplace”. The Policy is applicable for all employees of the organization, which includes corporate office, manufacturing locations, branches, depots, etc. The Policy is applicable to non-employees as well i.e. business associates, vendors, trainees etc.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act to redress complaints received on sexual harassment as well as other forms of verbal, physical, written or visual harassment.

During the year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, The Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

Stock Options Plans

During the financial year under review the Company does not have any stock option plan in force

Human Resource Management

The Company believes in creating an enabling environment for employees to grow and contribute to its overall objective. The employees are provided with adequate learning and development opportunities to sharpen their skillset and drive the performance of the Company. The Company engages with the employees across platforms to strengthen employee stickiness. As on 31^st March, 2022, the Company has 395 permanent employees.

Suspension of Securities of the Company

The securities of the Company have not been suspended from trading of the stock exchange.

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof

There are no such events occurred during the period from 1st April, 2021 to 31st March, 2022, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

Deviation(s)/Variation(s) in Use of Proceeds from Objects Stated in Offer Document

Pursuant to Regulation 32 of SEBI Listing Regulations, The Directors of the company confirm that there has been no deviation(s) / variation(s) in the use of proceeds from the Objects stated in the Prospectus for the FY 2021-22.

As on 31^st March, 2022 the Company has utilized R 7791.36 Lakhs out of total IPO proceeds amounting to R 7791.36 Lakhs ("total IPO proceeds”), which constitutes 100% of total IPO proceeds.

ACKNOWLEDGMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

---

Mar 31, 2018

To, The Members of Sirca Paints India Limited

Dear Members,

The Board of Director’s take pleasure in presenting the 13th Annual Report on the business and operations of your Company along with the Audited Standalone Financial Statements for the year ended March 31, 2018.

1. FINANCIAL RESULT

A brief overview on standalone Financial Performance for the Financial Year ended March 31, 2018. is as follow:

(Amount in Rs.) (Amount in Rs.)

Particulars	Current Year 2017-18	Previous Year 2016-17
Revenue from Operations	89,22,07,788.03	82,51,00,331.50
Other Income	4,35,15,994.51	1,83,15,933.65
Total revenue (including other income)	93,57,23,782.54	84,34,16,265.15
Total Expenses	64,02,66,041.61	62,78,58,785. 11
Profit /Loss before Exceptional and Extra ordinary items and Tax	29,54,57,740.93	21,55,57,480.04
Exceptional Items	-	-
Profit/Loss before extra ordinary item and tax	29,54,57,740.93	21,55,57,480.04
Extraordinary Item	-	-
Profit/Loss before tax	29,54,57,740.93	21,55,57,480.04
Tax Expenses
Less: Current Tax	10,20,10,926.12	7,88,00,540
Add: Deferred Tax	4,51,506.11	2,77,451.69
Profit/Loss for the period from continuing operations	19,38,98,320.92	13,70,34,391.35
Profit/Loss for the period from discontinuing operations	-	-
Profit for the period	19,38,98,320.92	13,70,34,391.35

2. COMPANY’S PERFORMANCE REVIEW

- During the financial year 2017-18, revenue from operations on standalone basis increased to Rs. 892,207,788.03 as against Rs. 825,100,331.50 in the previous year- a growth of 8.13%.

- Other income increased to Rs. 4,35,15,994.51 as against Rs. 1,83,15,933.65 in the previous year- a growth of more than 50%

- Total Expenses was increased to Rs. 640,266,041.61 as against 627,858,785.11 in the previous year of 1.98%

- Profit after tax for the current year is 193,898,320.92 against Rs. 137,034,391.35 in the previous year -a growth of 41.49%.

3. DIVIDEND

To maintain the liquidity of funds, the Board of Directors has decided not to declare any Dividend for the Financial Year 17-18. The Board assured you to present a much strong Financial Statements in coming years.

4. RESERVES

The Company does not propose to transfer/carry any amount to the General Reserve as there are no such mandatory requirements under Companies Act, 2013.

5. SHARE CAPITAL

- During the Financial Year 2017-2018 Company has increased the Authorised Share Capital as on 14th November, 2017 from existing Rs. 10, 00,000/- (Rupee Ten Lac Only) divided into 1,00,000 (One Lac) Equity Shares of Rs. 10/-(Rupees Ten) each to Rs. 20,00,00,000 (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten) each by creation of additional 1, 99,00,000 (One Crore Ninety Nine Lac) Equity Shares of Rs. 10/- (Rupees Ten) each.

- As on 19th day of December, 2017 Company has Increased it Capital from existing Rs. 10,00,000/- (Rupee Ten Lac Only) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 12,30,00,000 (Rupees Twelve Crore Thirty Lacs Only) by Issued bonus shares in the ratio of 122:1, 1,22,00,000 Bonus equity shares of Rs. 10/- each be and are hereby allotted to the shareholders.

- As on 02nd February, 2018 Company Allot 400,000 (Four Lakh) Equity shares of Rs. 150 /- (One Hundred Fifty) each of the Company at premium of Rs. 140.

- As on 19th February 2018 Company Entered into the Agreement with Sirca S.p.A, a company duly incorporated under the laws of Italy, Share Subscription and Shareholders Agreement (SSHA) Under the SSSHA, it has been, inter alia, agreed that the Company shall issue and allot to Sirca S.p.A, 700,000 (Seven hundred thousand) equity shares, on 22nd February, 2018 Company Allotted 700,000 (Seven hundred thousand) equity shares of Rs. 120/- (One Hundred Twenty) each at premium of Rs. 110.

6. DEPOSIT

During the financial year 2017-18, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

7. CONVERSION & NAME CHANGE OF COMPANY

- Our Company has entered into a Distributorship Contract dated 1st January, 2018 with SIRCA S.p.A ITALY wherein Our Company got the Exclusive Right to promote the sale of PU & Metal Coating under trademark SIRCA in the territory of India, Sri Lanka, Bangladesh and Nepal.

- During the Year Company has Changed its Name from SIRCOLOR WOOD COATINGS PRIVATE LIMITED to SIRCA PAINTS INDIA LIMITED as on 03 rd Day of May, 2017.

- Further, the Status of the Company has also been Changed From Private Limited Company to Public Limited Company and Necessary Fresh Certificate to that effect has been issued by ROC, Delhi Dated 17th January, 2018. Consequent to conversion of the Company the name of the Company Changed From SIRCA PAINTS INDIA PRIVATE LIMITED to SIRCA PAINTS INDIA LIMITED.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Companies as at 31st March, 2018 and of profit and Loss of the Company for the financial year ended 31st March, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Company Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

(d) the annual accounts have been prepared on a “going concern” principal;

(e) proper internal financial control laid down by the directors were followed by the Companies and that such internal financial controls are adequate and operating effectively ; and;

(f) proper system to ensure compliance with the provisions of all applicable laws were in place and that such system are adequate and operating effectively .

9. MANAGEMENT DISCUSSION AND ANALYSIS.

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report as Annexure-I. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company’s various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, Risk, threats, outlook etc.

10. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a Certificate of Auditors on its Compliance forms an integral part of this Report Annual Report as Annexure-II.

11. DIRECTORS AND KEY MANAGEERIAL PERSONNEL

- As on 14/12/2017, Mr. Sanjay Kapoor (00383275) Appointed as Independent Director for a Period of Five Years.

- As on 03/01/2018, Mrs. Archana Agarwal (08038188) Appointed as Independent Director for a Period of Five Years.

- As on 14/11/2017, Designation Change of Mr. Sanjay Agarwal (01302479) From Whole Time Director to Chairman Cum Managing Director for a Period of Five Years.

- As on 14/11/2017, Designation Change of Mr. Apoorv Agarwal (01302537) From Whole Time Director to Joint Managing Director for a Period of Five Years.

- As on 20/11/2017 Ms. Chanchal Gupta* Appointed as Company Secretary

- As on 26/12/2017 Mr. Bharat Bhushan Arora Appointed as Chief Financial Officer

- As on 21/02/2018 Mr. Chahat Mahajan Appointed as Company Secretary

*Ms. Chanchal Gupta had resigned from the post of Company Secretary w.e.f. 20/02/2018 and such vacancy was filled by Board of Directors at their Meeting held on 22/02/2018 by appointing Mr. Chahat Mahajan w.e.f. 21 /02/2018 as Company Secretary.

12. NUMBER OF MEETINGS OF THE BOARD

During the year 2017-18, 20 (Twenty) Board Meetings, 6 (Six) Extra Ordinary General Meeting, 1 (One) Nomination and Remuneration Committee Meetings, 1 (One) Corporate Social Responsibility Committee Meeting were convened and held. The maximum interval between any two consecutive Board meetings did not exceed 120 days.

The details About to Composition of the Board and its Committees, Date of Meetings and attendance of the Directors and Members are provided in the Corporate Governance Report which is a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, SEBI Listing Regulations and other applicable provisions, if any.

13. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a), an extract of annual return in the prescribed format i.e MGT 9 as per section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is appended as Annexure-III to the Director’s Report.

14. PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/information related to the remuneration of Directors and Key Managerial Personnel are set out as Annexure-IV to the Directors’ Report.

There is no information required to mention under Rule 5 (2) except statement showing details pertaining to names of the top ten employees in terms of remuneration drawn and various other details related as per Rule 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Further, the Company has no such employee who falls under Rule 5 (2)(i), (ii) and (iii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Amendment Rules, 2016.

15. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence, as prescribed under Sub Section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct.

16. NOMINATION AND REMUNERATION POLICY

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of Director (Executive/ Non Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees. The detailed policy is available on the Company’s website link at: www.sircapaints.com

17. COMMITTEES OF THE BOARD

As on January 3rd, 2018, the Board has Constitute four committees: the audit committee, the nomination and remuneration committee, the stakeholder’s relationship Committee and the corporate social responsibility Committee.

Our Committee’s composition meets with the provisions of the Companies Act, 2013 & rules made there under and in accordance with the Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended up to the date.A detailed note on the composition of the Board and its committee’s with other details regarding all the Committees are provided in the Corporate Governance Report which is a part of this report.

18. INITIAL PUBLIC OFFER

The Company has Come Out with Initial Public offering of 48,69,600 Equity Shares at Face Value of Rs. 10/- at a price band of Rs. 151-160 per share.

Your Directors are pleased to inform you that Company had successfully Completed Its, IPO with an oversubscription of 10.99 Times.

The Company Received the Trading Approval on 30th May, 2018 From National Stock Exchange To Trade the Shares on SME EMERGE Platform

The Company Confirmed that the Annual Listing Fee to NSE for the Financial Year 2018-2019 has been Paid.

The Company has paid the annual custody fees for the year 2018-19 to the depositories namely National Securities Depository Limited and Central Depository Services Limited. The shares of the Company are compulsorily traded in dematerialized form.

19. LOCK-IN SHARES

As per Regulation number 32 and 36 of SEBI (ICDR) Regulations, 2009. All pre Issue shareholding has to be locked-in for period of 3 year and 1 year.

The Details of Lock-in Summary are as follows: CDSL

Sr. No.	Name of the Applicant	Quantity	Tenure
1.	SANJAY AGARWAL	37,00,000	3 YEAR
2.	SANJAY AGARWAL	21,79,646	1 YEAR
3.	BGB ITALIA S R L	34,36,989	1 YEAR
4.	ANITA AGARWAL	12,300	1 YEAR
5.	SRISHTI AGARWAL	12,300	1 YEAR
6.	AYUSHI AGARWAL	12,300	1 YEAR
Total		93,53,535

NSDL

Sr. No	Name	Quantity	Tenure
1	GURJIT SINGH BAINS	25,77,465	I YEAR
2	GITA KIRTI AMBANI	4,00,000	I YEAR
3	APOORV AGARWAL	3,69,000	I YEAR
Total		33,46,465

PHYSICAL SHARES

Sr. No	Name	Quantity	Tenure
1	SIRCA S.p.A	7,00,000	I YEAR

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year, there are no Subsidiary, Joint Ventures and Associate Company(s) of the Company.

21. AUDITORS

I. Statutory Auditors

M/s Rajesh Kukreja & Associates, Chartered Accountants (Firm Registration No. 0004254N), were appointed as Statutory Auditors to Fill the Vacancy Caused by the Resignation of M/S Kathuwala & Associates, Chartered Accountant (FRN:015735N) of your Company at the General Meeting held on 14thNovember, 2017, for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the Appointment of the auditors is required to be ratified by members at every Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Statutory Auditors’ Report

The report given by the Auditors on the financial statement of the company is part of this Statutory Auditors’ Report. There has been no qualification, reservation or adverse remark or disclaimer given by the Auditors in their report.

II. Secretarial Auditors

The Board of Directors of the Company has appointed M/s Karan Khurana & Associates, as the Secretarial Auditor to conduct an audit of secretarial records for the financial year 2018-19.

III. Internal Auditor:

M/s S Mahajan & Co (FRN: 033060N), Chartered Accountants was appointed by the Board of Directors to perform the duties of Internal Auditor of the Company for the financial year 2018-19.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a Mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy which provides a channel to the employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy.

The Company has provided email address of Vigilance and Ethics Officer in its policy to which all protected disclosures should be addressed. It is affirmed that no person has been denied access to the Audit Committee. The employees are encouraged to voice their concerns by way of whistle blowing and the policy provides complete confidentiality and safeguard of the employees who raises the whistle against such improper conduct. The Whistle Blower Policy has been communicated to all the Directors and employees of the Company through website of the Company i.e. www.sircapaints.com.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no such significant and material orders passed by the regulators or courts or tribunals, impacting the going concern status and company’s operations in future.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 -Details of Loans:-

During the year, the Company has not directly or indirectly, given any loan to any person(s) or other body corporate. Details of Investments:-

During the year, the Company has not directly or indirectly acquire, by way of subscription, purchase, invest or otherwise, the securities of any other body corporate. Further former investments made and stand in the Financial Statements are mentioned in the Financial Statements annexed to this report.

-Details of Guarantee / Security Provided:-

During the year, the Company has not directly or indirectly, given any guarantee or provided any security in connection with a loan to any other body corporate or person(s).

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions which were repetitive in nature, entered on arm’s length basis in the ordinary course of business and compliance with Section 188 (1) of the Companies Act 2013 read with rules made there under, Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Law. However, none of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013 and no material related party transactions were entered during the Financial Year by your Company.

The Related Party Transactions Policy as approved by the Board, was uploaded on the Company’s website pursuant to Regulation 46 of the SEBI (LODR) Regulations, 2015 at the web link: https://www.sircapaints.com/policies-programs-code. The information relating to particulars of contracts or arrangements with related party prepared under Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rule, 2014 is in Form AOC-2 is appended as Annexure-VII to the Directors’ Report as required, although it’s not applicable.

Details of the transactions with Related Parties are provided in the accompanying financial statements. Members may refer to NOTE NO. 23.5 to the financial statements which sets out related party disclosures pursuant to AS-18.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Act your Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this report. The Company has also formulated a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Companies Act. As part of its CSR contribution, the Company had utilized its contribution through “Kartavya Janhit Foundation” a registered under Society Registration Act XXI of 1860 having a registered Office at Richmondd Global School Campus, N.S. Road, Mianwali Nagar, Paschim Vihar, New Delhi-110087, with the objectives of Spreading the education for all, Women and Child Development.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014(including any modification or re-enactment thereof, for the time being in force), the Annual Report on CSR activities is appended as Annexure-VIII to the Directors’ Report. The policy on CSR is available on the website of the Company i.e. www.sircapaints.com.

27. BUSINESS RESPONSIBILITY STATEMENT

The same is not applicable to our Company. Since no initiative with respect to environmental, social etc has been taken.

28. CODE OF CONDUCT

The Board of Directors has approved a code of conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the Company. The code has been placed on the Company’s website www.sircapaints.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and Senior Management personnel have confirmed compliance with the code.

29. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

30. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 are as follow:

(A) CONSERVATION OF ENERGY

The Company continues its attempts to improve energy conservation and utilization. Your company has not set up a manufacturing unit until now. However, we are in process of setting up the same. Your company is ensuring that every measure to conserve energy is taken in setting up in the manufacturing plant. We hopefully will provide the detailed disclosure of same in the Next Annual Report.

(B) TECHNOLOGY ABSORPTION

Your company keeps itself updated with latest technological innovations by way of constant communication, personal discussions and visit to overseas countries/ plants and benchmarking best industrial practices.

You company has entered into a Technical Knowhow agreement dated 16th February, 2018 with SIRCA S.P.A. It will take time for us implementing the same. This agreement was signed for providing even better products to the end user. Your company will only able to provide the detailed disclosure on the said agreement on and after the proper implementation of this agreement.

Since this being a continuous process, continuous up gradation does take place from time to time depending upon products/ process. Any fixed line of action other than above has not been envisaged.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

At present your company have not yet started the export of its product as we are still pursuing with the trade business. However, this one thing is on top of the list of our Action plan of coming year. We are planning to start the export of our products as early as possible.

Details of expenditure in foreign exchange and earnings are given in NOTE NO. 23.7 of the financial statements.

31. SECRETARIAL STANDARD

The Company has complied with Secretarial Standard issued by the Institute of Company Secretaries of India on meetings of Board of Directors and General Meeting.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

The Board conveys its appreciation for its customer, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Sirca Paints India Limited

(Formerly Known as Sircolor Wood Coatings Pvt. Ltd.)

-Sd - - Sd-

SANJAY AGARWAL APOORV AGARWAL

DIN: 01302479 DIN: 01302537

Place- New Delhi Chairman cum Managing Director Joint Managing Director