Dear Members,

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

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

( H In Lakhs)

Overview of Company's Financial Performance on Standalone basis:

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

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

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

Overview of Company's Financial Performance on Consolidated basis:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The year marked significant progress in our HR digitalization journey. Through people analytics, we gained deeper insights into workforce trends and HR program effectiveness, allowing data-driven decision-making and performance optimization across business functions.

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

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

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

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

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

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

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

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

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

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

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

2. Mr. Parag Jalan was appointed as a Non-Executive & Non-Independent Director with effect from May 22, 2024. 3. Ms. Sakshi Vijay Chopra resigned from November 7, 2024.

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

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

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

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

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

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

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

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

Mr. Hemant Kamala Jalan- Managing Director

Mr. Chetan Bhalchandra Humane- Chief Financial Officer

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

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

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

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.

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

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

a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholders Relationship Committee; d) Corporate Social Responsibility Committee; e) Risk Management Committee; and f) ESG Committee

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

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

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

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

i. Board of Directors as a whole.

ii. Committees of the Board.

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

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

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

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

The Directors carry out the aforesaid Performance Evaluation in a confidentialmannerandprovidetheirfeedbackonaratingscaleof1-5.

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

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/.

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

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

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

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.

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.

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

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

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

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

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

Inaccordancewiththeprovisionsofsection139oftheCompanies Act 2013 and the rules made thereunder M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, bearing FRN 012754N/N500016 were appointed as the Statutory Auditors of the Company, for a period of five years at the 24th Annual General Meeting (AGM) held on August 10, 2024.

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

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

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

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

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

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

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

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

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

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

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

a. The Annual Accounts have been prepared in conformity with the applicable Accounting Standards and there are no material departures; b. They have selected such Accounting Policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of Financial Year 2024-2025 and of the profit for that period;

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

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

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

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

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

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/

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.

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

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:

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

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

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

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

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

i) Offering premium product with multifunctional use.

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

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

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

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

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

Stainfree Emulsion

Wallseal XT Emulsion

Dampseal XT Primer

Dampseal Interior Primer

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

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

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

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

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.

Your Company has adopted a Code of Conduct and Code of Practices

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

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

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

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.

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

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.

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.

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.

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

Details of the Complaints are given below:

(a) number of complaints of sexual harassment received in the year: 0 (b) number of complaints disposed off during the year: 0 (c) number of cases pending for more than ninety days: 0

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

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

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

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

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 Companywww.indigopaints. com/investors and the Annual Return of the Company as of March 31, 2025 will be made available on the website of the Company www. indigopaints.com/investors once it is filed with the MCA.

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.

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

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

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

Issue of Sweat equity shares; and

Buyback of shares

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

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

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.

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.