Your Directors are pleased to present the 26th 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, 2026.
FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS
The key highlights of the financial results of your Company for the financial year ended March 31, 2026 and comparison with the previous financial year ended March 31, 2025 are summarised below:
(H In Lakhs)
Standalone
Consolidated
Particulars
Year ended
March 31, 2026
March 31, 2025
Revenue from operations
1,33,011.82
1,27,719.20
1,40,501.68
1,34,067.29
Less: Expenses
1,08,339.47
1,04,562.04
1,15,024.49
1,10,718.80
EBITDA
24,672.35
23,157.16
25,477.19
23,348.49
Less:
Finance Cost
239.05
295.97
292.03
350.07
Depreciation
5,542.55
5,383.93
6,022.12
5,852.61
Exceptional Items - Expense
585.33
-
613.31
Add:
Other income
1,221.61
1,746.15
1,296.15
1,849.58
Profit before Tax
19,527.03
19,223.41
19,845.88
18,995.39
Less: Tax expenses (including deferred Tax)
4,988.25
4,829.17
5,085.11
4,778.92
Profit after Tax
14,538.78
14,394.24
14,760.77
14,216.47
Add/(Less): Total Other Comprehensive Income
(43.16)
(23.00)
(32.86)
(9.95)
Total Comprehensive Income for the year
14,495.62
14,371.24
14,727.91
14,206.52
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
Overview of Company's Financial Performance on Standalone basis:
• Revenue from Operations of the Company stood at H 1,33,011.82 Lakhs as against H 1,27,719.20 Lakhs for the previous year, registering a growth of 4.14% in the revenue.
• EBIDTA of the Company increased to H24,672.35 Lakhs as against H23,157.16 Lakhs for the previous year, registering a growth of 6.54% in EBIDTA.
• Profit After Tax (PAT) of the Company increased to H 14,976.78 Lakhs as against H14,394.24 Lakhs for the previous year, registering a growth of 4.05% in PAT (excluding exceptional item of H 585.33 Lakhs for the year ended March 31, 2026).
Overview of Company's Financial Performance on Consolidated basis:
• Revenue from Operations of the Group stood at H 1,40,501.68 Lakhs as against H1,34,067.29 Lakhs for the previous year, registering a growth of 4.80% in the revenue.
• EBIDTA of the Group increased to H25,477.19 Lakhs as against H23,348.49 Lakhs for the previous year, registering a growth of 9.12% in EBIDTA.
• Profit After Tax (PAT) of the Group increased to H 15,219.71 Lakhs as against H14,216.47 Lakhs for the previous year, registering a growth of 7.06% in PAT (excluding exceptional item of H 613.31 Lakhs for the year ended March 31, 2026).
There were no major events for the financial year 2025-26.
DIVIDEND
The Board of Directors at it's meeting held on May 22, 2026, has recommended payment of H 5.00/- (Five Rupees only) (50%) per equity share of the face value of H 10/- (Rupees Ten only) each as final dividend for the financial year ended March 31, 2026. 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 16.39%.
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 increased from 4,76,34,707 number of equity shares amounting to H 47,63,47,070/- to 4,76,75,662 number of equity shares amounting to H 47,67,56,620/-.
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:
Sr.
No
ESOS 2019
ESOS 2024
1
Number of Options granted
48,485
34,965
2
Exercise price or Pricing formula (H)
10
3
Number of Options vested and exercisable
27,578
Nil
4
Number of Options exercised
40,955
5
Total number of shares arising out of exercise of Options
6
Number of Options lapsed (includes forfeited and lapsed options)
11,500
7
Variation in the terms of the Options
8
Money realized by exercise of Options (H)
4,09,550
9
Total number of Options in force
1,32,525
10. Employee wise details of options granted to -
Name
Options granted
A
Senior Management Personnel and Key Managerial Personnel
T S Suresh Babu:
3,500
Chetan Bhalchandra Humane:
3,000
B
Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year
Narayanankutty Kottiedath Venugopal:
7,500
C
Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.
Not Applicable
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
At Indigo Paints, our people continue to be the driving force behind our sustained growth and long-term success. During FY 2025-26, the Human Resources function remained focused on building a future-ready organization by strengthening talent acquisition, organizational capability, leadership development, employee engagement, and digital HR initiatives.
Aligned with the Company's business expansion plans, HR continued to support business continuity through strategic workforce planning, capability building, and the development of a sustainable talent pipeline. Particular emphasis was placed on attracting young talent through structured campus hiring programs, strengthening frontline sales capabilities, enhancing employee experience, and fostering a culture of performance, collaboration, and continuous learning.
Developing a strong and sustainable talent pipeline remained a strategic priority during the year. The Company significantly expanded its campus hiring initiatives by partnering with leading management institutes and universities across India to recruit Sales Officer Trainees, thereby strengthening its future leadership pipeline.
The campus hiring programme was designed to support long-term business continuity while creating a steady flow of trained talent for the sales organization. Structured onboarding, functional training, field exposure, and mentoring enabled young professionals to integrate effectively into the business and contribute meaningfully from the early stages of their careers.
Campus engagement initiatives, and employer branding activities further strengthened the Company's visibility among emerging talent and reinforced Indigo Paints' position as an employer of choice.
The Company's talent acquisition strategy continued to focus on attracting quality talent through a balanced mix of lateral hiring and campus recruitment.
Emphasis was placed on improving the quality and speed of hiring through structured assessment processes and competency-based selection, ensuring alignment between organizational requirements and candidate capabilities. Continued investment in employer branding initiatives further strengthened the Company's talent outreach across key business functions.
Performance excellence remains an integral part of the Company's culture. Our performance management framework promotes goal alignment, continuous feedback, merit-based recognition, and professional development.
The Company continued to strengthen its leadership assessment and talent review processes, supporting succession planning, career progression, and leadership development. High-potential employees were identified through structured talent reviews and provided with opportunities for capability enhancement through mentoring, developmental assignments, and learning interventions.
Employee engagement continued to receive significant focus through leadership connect programmes, employee recognition initiatives, structured communication forums, and regular feedback mechanisms, fostering an environment of trust, collaboration, and transparency.
The Company also continued to provide a comprehensive employee benefits framework, including health insurance, employee wellness initiatives, and Employee Stock Option Plans (ESOPs) for eligible employees, supporting employee well-being and long-term retention.
The Company continued to invest in strengthening organizational capability through focused learning and development initiatives across technical, functional, behavioural, and managerial competencies.
Training programmes were designed to enhance professional capabilities, improve leadership effectiveness, and build future-ready skills aligned with evolving business requirements. Internal talent development continued to remain a key focus area, with leadership positions being progressively filled through internal career progression wherever feasible.
The Company remains committed to providing a safe, healthy, inclusive, and respectful workplace that enables employees to perform at their highest potential.
Employee welfare initiatives continued to focus on health, wellbeing, work-life balance, and employee support. HR policies provide comprehensive employee benefits, including family health insurance, maternity benefits, leave provisions, and wellness initiatives.
The Company continues to uphold equal opportunity principles across recruitment, development, promotion, and compensation, fostering an inclusive work environment based on merit, fairness, and mutual respect.
The Company continued to strengthen its digital HR ecosystem through enhanced HR technology platforms and data-driven decision-making.
Digital initiatives improved employee self-service, onboarding, leave management, and HR analytics, enabling greater operational efficiency, improved employee experience, and informed workforce planning. The increased use of people analytics has further strengthened strategic HR decision-making across the organization.
The Company continues to maintain harmonious employee relations across all its locations through transparent communication, employee participation, and effective grievance redressal mechanisms.
Indigo Paints remains committed to providing a workplace free from discrimination and harassment. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Committees are constituted at applicable locations to address complaints in a fair, confidential, and timely manner.
Disclosure: No complaints relating to sexual harassment were received during FY 2025-26.
The Company continued to comply with all applicable labour laws and statutory requirements while reinforcing the highest standards of ethics, integrity, and corporate governance.
The Company's Employee Handbook continues to serve as a comprehensive guide to HR policies, employee benefits, code of conduct, disciplinary procedures, and grievance redressal mechanisms. The handbook remains digitally accessible through the HR portal, promoting policy awareness, transparency, and consistency across the organization.
As Indigo Paints continues its growth journey, the Human Resources function will remain focused on strengthening organizational capability, developing future leaders, expanding campus talent initiatives, enhancing employee experience, and leveraging digital HR to build a high-performance organization. Through continued investment in people, the Company remains committed to supporting sustainable business growth and creating long-term value for all stakeholders.
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, 2026:
Name of the Director & KMP
Designation
1.
Mr. Hemant Kamala Jalan
Chairman and Managing Director
2.
Mr. Parag Hemant Jalan
Non-Executive Director
3.
Mr. Narayanankutty Kottiedath Venugopal*
Executive Director
4.
Mr. Sunil Badriprasad Goyal*
Independent Director
5.
Mr. Praveen Kumar Tripathi*
6.
Mr. Ravi Nigam
7.
Ms. Ashwini Deshpande
8.
Mr. Abhay Kumar Pandey
9.
Ms. Sayalee Anil Yengul*
Company Secretary & Compliance Officer
10.
Mr. Chetan Bhalchandra Humane
Chief Financial Officer
* Notes: 1. Mr. Narayanankutty Kottiedath Venugopal was reappointed as an Executive Director with effect from June 1, 2025.
2. Mr. Sunil Bad rip rasa d Goyal and Mr. Praveen Kumar Tripathi, both were reappointed as Non-Executive Independent Director with effect from June 1, 2025.
3. 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 ("MCA"). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose.
KEY MANAGERIAL PERSONNEL (KMP):
During the year under review, 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 who resigned with effect from closure of business hours on February 18, 2025.
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. Sayalee Yengul- Company Secretary (w.e.f. April 16, 2025)
DIRECTORS RETIRING BY ROTATION
Mr. Narayanankutty Kottiedath Venugopal (DIN: 00296465), 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 2025-26. 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 Committees constituted 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, 2026, 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, 2026.
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, 2026.
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, 2026.
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
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 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, 2026. 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.
(b) Cost Auditors:
During the year under review, your Company has maintained cost records.
In accordance with the provisions of Section 148 of the Companies Act 2013 and the Rules made there under M/s. Harshad S Deshpande & Associates, Cost Accountants, (Firm Registration No.: 00378) were appointed as the Cost Auditors of the Company for the financial year 2025-26. The Board of Directors, in its meeting held on May 22, 2026, has appointed M/s. Harshad S Deshpande & Associates, Cost Accountants, as Internal Auditor of the Company for the financial year 2026-27.
The Cost Auditor's Report has no qualifications for the financial year 2025-26.
The Company has filed the Cost Audit Report as on March 31, 2026, issued by M/s. Harshad S Deshpande & Associates, Cost Accountants, with the Registrar of Companies, Pune, pursuant to Section 148 of the Companies Act 2013 and the Rules made there under.
(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 and SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 w.e.f. 12.12.2024, M/s. ARKS and Co LLP, Company Secretaries, are appointed as the Secretarial Auditors to undertake Secretarial Audit of the Company, for a period of five years at the 25th Annual General Meeting (AGM) held on August 30, 2025. 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, 2026, 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 Auditor's report has no qualifications for the financial year 2025-26.
As required by Schedule V of the Listing Regulations, the Certificate on Corporate Governance received from M/s. Mehta & Mehta, Practicing 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 2025-26. The Board of Directors, in its meeting held on May 22, 2026, has appointed M/s. DKV & Associates, as Internal Auditor of the Company for the financial year 2026-27.
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 2025-2026 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.
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.
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:
Commissioned 330 KW of renewable energy (solar panels) at Kochi factory . Generated over 144 MWh of renewable energy (Solar)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 2025-26 is as follows:
• Stainfree Emulsion
• Wallseal XT Emulsion
• Dampseal XT Primer
• Dampseal Interior Primer
FOREIGN EXCHANGE EARNINGS AND OUTGO
(in Rupees Lakhs)
Foreign exchange inflows: Nil
Foreign exchange outflows: H 7,250.06 Lakhs
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, 2026, 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 3,35,83,385/- and the amount set off was H 3,14,615/- during financial year 2025-26.
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, 2026 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 complaints 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 31,2025 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, 2026 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.