Sirca Paints India Ltd

DEAR MEMBERS

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)

Consolidated financial results of SPIL

(Rupees in Lakhs)

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 2023- 24 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

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.