Indigo Paints Ltd

Dear Members,

Your Directors are pleased to present the 24^th Annual Report on the business and operations of Indigo Paints Limited ("the Company/your Company") together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS

The key highlights of the financial results of your Company for the financial year ended March 31, 2024 and comparison with the previous financial year ended March 31, 2023 are summarised below:

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

Overview of Company's Financial Performance on Standalone basis:

Revenue from Operations of the Company stood at H 1,25,486.11 Lakhs as against H 1,07,333.43 Lakhs for the previous year, registering a growth of 16.91% in the revenue.

EBITDA of the Company increased to H 23,269.79 Lakhs as against H 18,153.24 Lakhs for the previous year, registering a growth of 28.19% in EBITDA.

Profit after Tax (PAT) of the Company increased to H 14,865.26 Lakhs as against H 13,193.94 Lakhs for the previous year, registering a growth of 28.58%* in PAT.

*adjusted for reversal of excess tax provision of H 1,632.99 in FY 2022-23.

Overview of Company's Financial Performance on Consolidated basis:

Revenue from Operations of the Group stood at H 1,30,608.58 Lakhs as against H 1,07,333.43 Lakhs for the previous year, registering a growth of 21.68% in the revenue.

EBITDA of the Group increased to H 23,806.86 Lakhs as against H 18,153.24 Lakhs for the previous year, registering a growth of 31.14% in EBITDA.

Profit after Tax (PAT) of the Group increased to H 14,882.83 Lakhs as against H 13,193.94 Lakhs for the previous year, registering a growth of 28.73%* in PAT.

*adjusted for reversal of excess tax provision of H 1,632.99 in FY 2022-23.

Major Events:

The Company entered into a Share Purchase and Share Subscription Agreement and Share Holders Agreement with Apple Chemie India Private Limited ("Subsidiary Company") on April 03, 2023 and acquired 51% Equity shares in the subsidiary company.

The subsidiary company is operating in the space of Construction Chemicals and Water Proofing products. The Company has launched retail range of waterproofing and construction chemical products utilizing know-how from the subsidiary Company.

The Company's state-of the-art, fully automated manufacturing facility at Pudukkottai, Tamil Nadu has commenced its commercial production on September 18, 2023. The new manufacturing facility has the capacity to produce over 50,000 KL per annum of water-based paint products. The state of the art facility is expected to cater to the rising demand for the Company's products.

The Company has commenced work on establishing a new water based paint plant of 90,000 KLPA capacity and solvent based paint plant of 12,000 KLPA at Jodhpur, Rajasthan, which are expected to be operational during FY 2025.

DIVIDEND

The Board of Directors at it's meeting held on May 22, 2024, has recommended payment of H 3.50/- (Three Rupees and Fifty Paise only) (35%) per equity share of the face value of H 10/- (Rupees Ten only) each as final dividend for the financial year ended March 31, 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

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

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

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

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

The dividend pay-out ratio including the proposed final dividend of the Company would be 11.21%.

TRANSFER TO RESERVES

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

CHANGE IN NATURE OF BUSINESS

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

UTILIZATION OF IPO PROCEEDS

Your Company had appointed ICICI Bank Limited as the Monitoring agency in terms of regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended from time to time, to monitor the utilization of the IPO proceeds. Your Company obtained the monitoring reports from the Monitoring agency every quarter and disclosed the same with BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed.

Out of the IPO proceeds of H 28,711.21 Lakhs, your Company has utilized the funds as per the below mentioned table as on March 31, 2024:

The Monitoring Agency Reports are available at the Company's website at https://indigopaints.com/investors/ corporate-governance-2.

As on the date of this report, your Company has utilized the entire amount from the IPO proceeds resulting in closure of the Monitoring Bank Account held with ICICI Bank Limited.

Your directors confirm that there have been no deviations from the objects as mentioned in the Company's prospectus dated January 25, 2021.

SHARE CAPITAL

During the year under review there was no change in the authorised capital of the Company. However, the subscribed and paid up share capital of the Company was increased from 4,75,88,282 number of equity shares amounting to H 47,58,82,820/- to 4,76,20,987 number of equity shares amounting to H 47,62,09,870/-.

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

10 Employee wise details of options granted to -

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity)Regulations,2021areprovided in Annexure A to this Report and are available on the Company's website at https://indigopaints.com/investors/annual-reports/ The certificate from the Secretarial Auditor on the implementation of the 2021 Plan in accordance with Regulation 13 of the SEBI SBEB Regulations, has been uploaded on the Company's website at https://indigopaints.com/investors/annual-reports. The certificate will also be available for electronic inspection by the members during the AGM of the Company.

The Board in its Meeting held on July 13, 2024 has approved the new scheme of ESOP, ESOS 2024 by creating further ESOP Pool with 2,50,000/- shares. The same is put forward to the shareholders for their approval in ensuing Annual General Meeting.

These equity-based compensation is considered to be an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through stock-based compensation scheme. The equity-based compensation plans are an effective tool to reward and retain the talents working with the Company.

CREDIT RATING

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

Overview

The Company's Human Resources division concentrated on efficient plan execution throughout the year under review by utilizing its skilled staff. The HR department of the company's main focus during the year was handling the benefits administration and employee life cycle. Additionally, to focus on rebuilding the complete support system for assuring the health and wellbeing of employees. Steps including workforce planning, digitalization of HR systems, enhancement of medical facilities, health monitoring, and ongoing communication were necessary for this. These actions increased employee confidence, and the workers reciprocated by offering their entire support by adjusting to the new working circumstances and schedules.

Employee Performance & Engagement

Toensurethecomprehensivewell-beingofouremployees—financial, social, mental, and physical—we offer a wide array of benefits throughout their tenure with the company. To attract and retain skilled and experienced personnel, we have implemented an employee stock options policy.

A 360-degree collective feedback system is in place to nurture and develop our talent pipeline, aligning closely with our pay structure and promotion processes. Our People Review process identifies development opportunities and charts growth paths for our managerial talent, coupled with regular performance feedback for all staff. This approach has enhanced interactions between management and employees.

This year, we conducted an organization-wide employee pulse survey, assessing various aspects such as workplace environment, leadership, career goals, teamwork, rewards, and recognition. Based on the survey results, numerous initiatives were launched to address identified gaps.

Employee Welfare and Policies

Understanding what engages and motivates our employees, as well as their perspectives on the workplace, is vital. Therefore, we promote open and frequent communication between managers and their teams, conduct regular surveys, and establish a framework that encourages employees to voice concerns, provide feedback, and suggest improvements.

Our comprehensive HR policy framework includes maternity benefits, employee and family insurance, and flexible scheduling to help employees maintain a work-life balance. Monthly workshops are held to educate staff on their physical, mental, and overall well-being.

Fostering diversity and inclusion at work, we leverage the varied viewpoints and perspectives of a diverse workforce in terms of age, gender, and race, which drives innovation. Our commitment to Equal Employment Opportunity, Equal Pay, and Conditions of Employment Policies ensures no discrimination based on gender, race, religion, caste, creed, or similar factors. Hiring, promotions, and performance reviews are solely merit-based.

Digital Transformation

The company embarked on a digital transformation of its human resources management system, aiming for innovation, agility, operational excellence, and added value for employees. A new mobile app allows employees to manage holiday dates, documents, payslips, and other notifications and events seamlessly.

Additionally, an online expense management module has been introduced to enable digital expense recording. By focusing on people analytics, we measure the effectiveness of HR programs and derive insights for making informed business decisions based on trends, patterns, and feedback.

Identification and Nurturing of Star Performers

Identifying and nurturing star performers is a key focus of our HR strategy. We ensure these high-potential employees are aligned with career trajectories that match their strengths and aspirations. By providing tailored development plans and opportunities, we guide them towards leadership roles and critical positions within the company. Regular reviews and mentorship programs are in place to support their continuous growth.

Building Talent

We take pride in our legacy of developing leaders from within the company, with many senior positions filled by individuals who have built their careers here. The management team is dedicated to robust succession planning at all levels. A comprehensive leadership development initiative is underway to identify, promote, and retain high potential employees across the sector. Our structured recruitment process attracts the right talent at every level. We utilize diverse approaches, including social media, campus participation, and job boards, to engage entry-level candidates, offering a genuine value proposition. We emphasize internal mobility to maintain expertise and experience, providing attractive career opportunities and turning necessary restructurings into growth opportunities.

Employee and Leadership Development

Our company is committed to helping employees develop the knowledge, skills, and abilities needed for long-term success, encouraging professional development throughout their careers. We provide structured training programs to enhance efficiency and skills. To cultivate future leaders, we offer cross-functional programs aimed at developing management and leadership skills. These programs are designed to lead the organization through change, build teams, manage performance, and equip employees with the qualities essential for business success, in line with our corporate strategy, values, and beliefs.

Recruitment Strategy and Retention Policies We have developed a comprehensive recruitment strategy that aligns with our business objectives and attracts top talent. By leveraging social media, campus engagement, and job boards, we reach a diverse pool of candidates. Our retention policies, including competitive appraisals and career development opportunities, ensure we retain our valuable workforce. We continuously refine these strategies to meet evolving industry standards and employee expectations.

Employee Relations & Compliance

We maintain a zero-tolerance policy towards sexual harassment in the workplace, adhering to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. All our facilities and offices have Internal Complaints Committees (ICC) to address and resolve complaints related to sexual harassment.

Employee Handbook and Accessibility

To enhance the employee experience and ease of access to essential information, we have developed a detailed and concise employee handbook. This resource provides clear guidance on company policies, procedures, and expectations, making it easier for employees to navigate their roles and responsibilities. The handbook is readily accessible through our digital platforms.

By focusing on these strategic HR initiatives, we continue to foster a supportive and progressive work environment, ensuring the well-being and professional growth of our employees.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

Your Company's Board comprises of the following Directors and Key Managerial Personnel as on March 31, 2024:

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

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

The Board had re-appointed, Mr. Sunil Goyal (DIN: 00503570) as an Independent Director for the further term of 5 consecutive years, in its meeting held on May 22, 2024 based on the recommendation of Nomination and Remuneration Committee, subject to approval of shareholders of the Company in ensuing Annual General Meeting. He is a Member of the Institute of Chartered Accountants of India, is the Founder and Managing Partner of Kreston SGCO Advisors LLP and the Founder and Mentor of SGCO & Co., Chartered Accountants, a well-known accountancy firm based in Mumbai. He is also the Chairman & Managing Director of Ladderup Group engaged in financial services. He leads a team of more than 300 professionals in his group and is a former member of the Global Board of Kreston Global, UK, headquartered in London. He has also served as the Chairman of WIRC of The Institute of Chartered Accountants of India (ICAI) with 35 years of experience. He specialises in the field of financial and business consultancy with core strengths in fund raising, business restructuring, mergers and acquisitions, strategic alliances and capital markets. He is also on the Boards of other reputed companies. His rich experience as an entrepreneur has immensely helped the Company in the current term as an Independent Director.

The Board had re-appointed, Mr. Praveen Tripathi (DIN: 03154381)asanIndependentDirectorforthefurthertermof5 consecutive years, in its meeting held on May 22, 2024 based on the recommendation of Nomination and Remuneration Committee, subject to approval of shareholders of the Company. Mr. Tripathi has vast experience in sectors such as media planning and advertising, media and market research, brand consulting, communication planning, data analytics and financial services. He is currently serving as a Board Member on the board of companies including Magic9 Media & Consumer Knowledge Private Limited and Indevia Accounting Private Limited. He has previously served as an Independent Director with Motilal Oswal Financial Services Limited and Kisan Mouldings Pvt Ltd. He has previously held senior leadership roles in Pidilite Industries Limited, Zenith Optimedia Asia, Starcom India, Chaitra Leo Burnett Private Limited, MARG Marketing & Research Group Private Limited and Lowe Lintas. He is currently a member of Awareness and Communications Strategy Advisory Council of UID Authority of India (April 2023 to till date). He has been a member of the Awareness and Communication Strategy Advisory Council and the Advisory Committee for Information, Education and Communication (IEC) strategy implementation, each constituted by the Unique Identification Authority of India, Government of India. He has been a member TAM Transparency Panel constituted by TAM Media Research Private Limited and the President of the Market Research Society of India. His rich experience as an entrepreneur has immensely helped the Company in the current term as an Independent Director.

KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, Ms. Dayeeta Shrinivas Gokhale was appointed as Company Secretary and Compliance Officer w.e.f June 29, 2023 in place of former Company Secretary, Mr. Sujoy Sudipta Bose, who had resigned with effect from closure of business hours on June 28, 2023.

In terms of the Companies Act, 2013, the following are the KMPs of the Company as on March 31, 2024:

• Mr. Hemant Kamala Jalan- Managing Director
• Mr. Chetan Bhalchandra Humane- Chief Financial Officer
• Ms. Dayeeta Gokhale- Company Secretary

DIRECTORS RETIRING BY ROTATION

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

BOARD AND COMMITTEE MEETINGS

Your Board of Directors met 5 (five) times during the financial year 2023-24. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee; and

f ) ESG Committee

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

During the year under review, a separate meeting of the Independent Directors was held on March 28, 2024, with no participation of Non- Independent Directors or the Management of the Company. The Independent Directors had discussed and reviewed the performance of the Non-Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

BOARD EVALUATION

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

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

i. Board of Directors as a whole.

ii. Committees of the Board.

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

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) 2015 and the Guidance Note on Board Evaluation issued by SEBI, your Company has carried out a Performance Evaluation process internally for the Board/Committees of the Board/ individual directors including the Chairperson of the Board of Directors for the financial year ended March 31, 2024.

The Board on the recommendation of Nomination

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

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

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

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

FAMILIARISATION PROGRAMME

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

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

The Company has one subsidiary Company as on March 31, 2024.

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

The Company does not have a material subsidiary.

RELATED-PARTY TRANSACTIONS

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

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

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

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

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No loans or investments have been made by the Company during the financial year March 31, 2024.

However, the Company has provided guarantee upto H 1,800 Lakh to its subsidiary Company.

ACCOUNTING TREATMENT

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

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

Your Company confirms that it is in compliance with the requirement of the above amended rule subject to the details mentioned in Note No. 43 & 44 of Standalone Financial Statements.

(a) Statutory Auditors:

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s. SRBC & Co LLP. Chartered Accountants, bearing FRN 324982E/E300003 were appointed as the statutory auditors of the Company, for a period of five years at the 19^th Annual General Meeting held on 30^th September, 2019.

The Auditors have issued an unmodified opinion on audited financial statements of the Company for the year ended March 31, 2024. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The term of appointment of SRBC and Co., LLP, as

Statutory Auditors will come to an end at the conclusion of the ensuing Annual General Meeting (AGM) of the Company. The Board in it's Meeting held on May 22, 2024 has appointed M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, as the Statutory Auditors for a term of five years i.e. from the date of the ensuing AGM to be held for the financial year 2023-24 till the conclusion of the AGM to be held for the financial year 2028-29, on the recommendation by the Audit Committee pursuant to Section 177 of the Companies Act, 2013 and Regulation 18(3) read with Schedule II, Part C of SEBI Regulations, 2015 and their appointment is further recommended to the Shareholders for their approval.

M/s. Price Waterhouse Chartered Accountants LLP has confirmed their eligibility and independence criteria.

(b) Cost Auditors:

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

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, Mr. Sushant Kulkarni, Designated Partner of M/s. ARKS and Co LLP, Company Secretaries, (formerly know as ARKS & Associates) to undertake Secretarial Audit of the Company for the financial year 2023-24. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure C.

The Company has filed the Secretarial Compliance Report, issued by Mr. Sushant Kulkarni, as on March 31, 2024 on both the Stock Exchanges of the Company pursuant to Regulation 24A of the Listing Regulations.

The secretarial auditor's report has no qualifications for the financial year 2023-24.

The Board of directors, in its meeting held on May 22, 2024, on the recommendation of the Audit Committee has appointed Mr. Sushant Kulkarni, Designated Partner of M/s. ARKS and Co LLP, Company Secretaries as Secretarial Auditor of the Company to undertake Secretarial Audit of the Company for the financial year 2024-25.

As required by Schedule V of the Listing Regulations, the Auditor's Certificate on Corporate Governance received from Mr. Sushant Kulkarni is annexed to the Report on Corporate Governance forming part of the Annual Report.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, Mr. Srihari Santhakumar, General Manager-Finance, was appointed by the Board of Directors to conduct internal audit of your Company for the financial year 2023-24.

The Board of directors, in its meeting held on May 22, 2024, has appointed M/s. DKV & Associates, as Internal Auditor of the Company for the financial year 2024-25.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b. They have selected such Accounting Policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of Financial Year 2023-2024 and of the profit for that period;

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

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

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

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

RISK AND CONTROL

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

Risk Management Policy

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

During the year under review, the Company has also reviewed the Policy on Risk Management.

Internal Control Systems

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

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

- Periodic testing of controls to check their operational effectiveness

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

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

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

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

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

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

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

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

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

A. Energy conservation measures taken: i) Started installation of 20 kw of renewable energy (solar panels) at Pune Office. ii) undertaken energy audit at Kochi and Jodhpur factories. iii) Installed/replaced energy efficient equipment, motors, lightings etc. as recommended in the energy audit.

B. Technology Absorption:

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

The natures of activities carried out by R&D team are as follows: i) Offering premium product with multifunctional use. ii) Upgrading our current products to meet the needs of the consumer. iii) Value generation via formula optimization, new sourcing, process efficiency and usage of alternative raw material to enhance profitability. iv) Development of new lab testing methods for faster approval of raw materials. v) Continuous benchmarking of our product with other market players.

New product developed in the financial year 2023-24 is as follows:

• Damp Seal Primer
• Aquashield
• Superseal
• Polyrepair
• Dampstop 2K
• Crack Heal Paste

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company's CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2024, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure D.

As per the provisions of Section 135 of the Companies Act, 2013, every Company falling under the applicability of Corporate Social Responsibility is required to spend 2% of its average net profits of previous three years on the activities given under Schedule VII of the Companies Act, 2013, and CSR policy adopted by the Board of Directors. The Company has spent a total amount of H 2,35,00,000/- during financial year 2023 -24.

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

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

PREVENTION OF INSIDER TRADING

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

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes affecting financial position of the Company between end of the financial year i.e. March 31, 2024 and date of this report.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

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

SHARE REGISTRAR & TRANSFER AGENT (R&T)

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

PARTICULARS OF EMPLOYEES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

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

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

• Issue of Sweat equity shares; and

• Buyback of shares

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

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