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

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS

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

(H I_n l_akh_s)

OVERVIEW OF COMPANY'S FINANCIAL
PERFORMANCE

Overview of Company's Financial Performance on Standalone basis:

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

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

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

Overview of Company's Financial Performance on Consolidated basis:

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

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

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

Major Events:

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

DIVIDEND

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

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

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

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

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

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

TRANSFER TO RESERVES

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

CHANGE IN NATURE OF BUSINESS

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

SHARE CAPITAL

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

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

10. Employee wise details of options granted to -

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

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

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

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

CREDIT RATING

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

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

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

HUMAN RESOURCES & EMPLOYEE RELATIONS

Overview

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

Employee Performance & Engagement

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

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

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

Employee Welfare and Policies Framework

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

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

Digital Transformation

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

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

Talent Management and Leadership Development

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

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

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

Recruitment Strategy and Retention Initiatives

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

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

Employee Relations & Compliance

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

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

Employee Handbook and Accessibility

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

KEY MANAGERIAL PERSONNEL (KMP):

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

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

• Mr. Hemant Kamala Jalan- Managing Director

• Mr. Chetan Bhalchandra Humane- Chief Financial Officer

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

DIRECTORS RETIRING BY ROTATION

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

BOARD AND COMMITTEE MEETINGS

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

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee; and

f) ESG Committee

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

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

BOARD EVALUATION

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

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

i. Board of Directors as a whole.

ii. Committees of the Board.

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

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

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

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

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

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

FAMILIARISATION PROGRAMME

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

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURES

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

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

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

RELATED-PARTY TRANSACTIONS

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

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

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

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

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

ACCOUNTING TREATMENT

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

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

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

AUDITORS

(a) Statutory Auditors:

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

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

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

(b) Cost Auditors:

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

(c) Secretarial Auditors:

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

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

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

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

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

(d) Internal Auditors:

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

INSTANCES OF FRAUD, IF ANY, REPORTED BY
THE AUDITORS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

RISK AND CONTROL

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

Risk Management Policy

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

Internal Control Systems

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

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

- Periodic testing of controls to check their operational effectiveness

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

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

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

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

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

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

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

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

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

A. Energy conservation measures taken:

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

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

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

B. Technology Absorption:

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

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

i) Offering premium product with multifunctional use.

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

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

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

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

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

• Stainfree Emulsion

• Wallseal XT Emulsion

• Dampseal XT Primer

• Dampseal Interior Primer

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORTING

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

PREVENTION OF INSIDER TRADING

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

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

MATERIAL CHANGES AND COMMITMENT
AFFECTING FINANCIAL POSITION OF THE
COMPANY

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

MATERIAL ORDERS OF REGULATORS/COURTS/
TRIBUNALS

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

SHARE REGISTRAR & TRANSFER AGENT (R&T)

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

PARTICULARS OF EMPLOYEES

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

CORPORATE GOVERNANCE

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

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

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

Details of the Complaints are given below:

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

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

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

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

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

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

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

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

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

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

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

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

• Issue of Sweat equity shares; and

• Buyback of shares

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

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

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

On behalf of the Board of Directors
For Indigo Paints Limited

Hemant Kamala Jalan

Place: Pune Chairman and Managing Director

Date: August 7, 2025 DIN: 00080942

1

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