22nd Annual Report

Indigo Paints Limited
Annual Report 2021-22
Versatile.
Agile.
Upbeat. E M E R G I N G S T R O N G E R
Contents
02-39 Highlights of the year
We have always
dared to be different!
As the industry continues
to evolve in line with
customer expectations,
Corporate Overview Different in our we are growing our
02 Setting industry trends with sparkling approach towards scale of operations,
innovation
Revenue from Operations innovation. enhancing our national
04 Growing with versatility, agility and up-
beat approach footprint and bringing
06 Chairman & Managing Director’s
H 905.97 Crore
25.25% Different in the way more agility in our
Message
08 Financial performance
we conduct our response to emerging
10 Product Portfolio & Operational Highlights operations and reach opportunities.
12 Business Model out to our customers
14 Brand Equity EBITDA and influencers.
16 Product Development and Innovation
We believe that, crisis
18 Our Distribution Network reveals character.
20 Growing our talent pool H 135.98 Crore 10.99%
Different in the way we Notwithstanding transient
22 Our Manufacturing Capacities
24 Our Social Responsibility
create and amplify headwinds, we are
26 Board of Directors value for all our committed to grow our
30 Sustainabilitiy Initiatives stakeholders. business in terms of
39 Corporate Information PAT
volume and value and
Our versality and touch more lives with our
40-95
Statutory Reports
H 84.05 Crore 18.63%
capability for innovative offerings
40 Management Discussion and Analysis
differentiation is our
48 Directors’ Report biggest asset, which Versatile, agile and
67 Corporate Governance Report has enabled us to upbeat, we try to see
91 Business Responsibility Report (BRR)
build a thriving the silver lining beyond
96-156 business and brand challenges, walk the road
Financial Statements equity from a very less travelled and create
Y-O-Y growth
97 Independent Auditor’s Report modest beginning. exceptional value for
106 Balance Sheet customers and all other
107 Statement of Profit and Loss
108 Statement of Cash Flows
stakeholders.
110 Statement of Changes in Equity
111 Notes to the Financial Statements
157-169
Notice of the AGM For more information, please, visit our website
Annual Report - 2021-22 Indigo Paints Limited Corporate Overview Statutory Reports Financial Statements
Setting industry trends

with sparkling innovation
Highlights for the hurried reader
Indigo Paints has come a long way
since inception in 2,000 to emerge as
one of India’s fastest growing paint Founded in Listed on BSE and 5th largest paint
companies, catering to evolving needs the year 2000 NSE in 2021 company in
of customers with innovation-driven India by market
offerings. capitalisation
We manufacture a wide range of paints for the

decorative segment and we were the first company
in India to create category-creator products including
Metallic coat emulsions, tile coat emulsions, bright ceiling
coat emulsion and floor coat emulsions in India. 5th largest Active dealer Present across 28
decorative paint network : 15,787 states in India
manufacturer in India
Our Philosophy
Setting new work strategies, innovative
product development and strong market
research fundamentals, while keeping the
4 Total income : Market capitalisation :
spirit of wonderment intact; Indigo Paints
has stood out in a class of its own in a
manufacturing units J 916.87 Crore J 7,638.87 Crore
competitive paint industry landscape. as on March 31, 2022
The ability to innovate with ‘first- of-its

kind’ products and provide surprising
results and never-thought-of approaches
for deeper understanding of market Employees 29.62% Revenue
insights has been the key differentiator 708 as on contribution from highly
to building sustainable value-accretive March 31, 2022 differentiated products
company.
02 03
Growing with versatility, agility and

up-beat approach
Indigo Paints
We started our innings in the paint sector on a 2.0 Strategy
modest note. However, our overarching objective
was to surprise our customers and Sharpening focus on Tier 1 and
Tier 2 cities and towns of India
patrons with the vibrancy and versatility of
our innovation. Expanding presence across 750
large cities, with growing
population and high disposable
income
Engaging more with the painter

In the 10 years that community for a larger
preceded our listing in increase in sales
2021, our growth story Stepping up brand promotion

has been led by the launch campaigns aggressively
of a range of differentiated
Further expanding capacity with
products, a conscious focus a view to address a larger slice of the
on Tier 3 and Tier 4 towns, market
gradual build-up of our brand
equity through advertising, and
an agile and relentless expansion
in our dealer network and tinting
machine population.
The result was as

surprising to us as it was to
our employees, customers,
investors and other
stakeholders. Consistent
industry outperformance
by a factor of 2X or even
2.5X. Now we are consolidating
our capabilities, enhancing our
brand equity and expanding our
footprint to build the foundation for
the next leg of our journey.
04 05
Chairman & Managing Director’s Message
Aiming for Notwithstanding steep rise in input

costs, our operational income has
Silver lining on the horizon
We are seeing a gradual improvement in the demand scenario
the next altitude expanded by 25.25% over FY21. in the current fiscal year, which is likely to strengthen further.
Prices of key raw materials are also showing a stabilizing trend.
EBIDTA and PAT have expanded In view of these positive factors, we are confident of growing our
by 11% and 18.63% over FY2021, business, both in terms of volume and value. Our topline growth
has been more or less in line with the industry in the preceding
despite lower gross margins and
five quarters. We now need to revert to our earlier growth
higher advertising and promotion trajectory of 2X growth, compared to the industry.
(A&P) spends than the preceding year. Our key priorities are
Our EBITDA margin has touched 18.64% in the last quarter, Enhance output per dealer in the 750 cities in focus
which is up sequentially from 14.57% in the preceding quarter
and even higher than 16.89% that we experienced in Q4 of Intensive engagement with the influencer community to
FY2021. PAT numbers for Q4 have expanded by 39.14% drive sales
Dear Shareholders, on a Y-on-Y basis. This points to a revival in the profitability Aggressive innovation to strengthen differentiation and
parameters towards the end of the FY 2022. command price premium
In a year marked by several challenges such as supply chain
disruptions following repeated waves of the pandemic, subdued Coming to the financial numbers for the full fiscal FY2022, Increase distribution footprint through wholesalers in
select cities
demand scenario, and high inflation, fuelling rise in input costs our net sales in operations during the year have been 25.25%
and putting pressures on margins, we have reported double-digit higher than FY2021. Now it should be noted that this increase Invest in brand building, with an eye on reducing our total
growth in revenue and profitability. is on a more robust base level of FY2021, because Indigo A&P spends as a percentage of total revenue.
Paints had not been as severely impacted by the first Covid-19
During the year, we focused more on engaging with our We are progressing reasonably well on the construction of
wave as other paint companies and we had shown a much
customers, dealers and influencers and supporting our teams to our new water-based paint plant in Tamil Nadu with civil
higher top line growth in FY2021 compared to others.
remain undeterred by challenges and emerge stronger. construction and machinery procurement in full swing. We
Therefore, this growth of 25.25% comes from a relatively robust
expect to complete the commissioning of this plant by Q3 of
We believe India’s mega consumption engine will gradually base for us.
FY2023. However, this is not a cause for concern, as we have
gain momentum, as the 2+ trillion-dollar economy shakes off the EBITDA margin for the full year FY2022 has been 15.01% and enough adequate surplus capacity to meet near-term
inertia induced by the pandemic and the geopolitical tensions in PAT margin has been 9.17%, both of which are marginally demand increase.
Europe. The macro indicators such as GST collections, railway lower than the corresponding figures for FY2021, due to steep
freight, E-Way bills, air travel, power consumption are pointing We are growing a responsible business, with the support
raw material inflation. However, the contraction in both these
towards a robust revival. The high inflation trajectory is expected and encouragement of all stakeholders. We are committed to
margins is not as severe as for other industry players.
to normalise over the medium term, with the RBI resorting to a extending support to the disadvantaged sections of society as
series of repo rate hikes to absorb the excess liquidity in the Next leg of the journey a part of our corporate citizenship initiative.
economy.
Our growth over the years has been stellar, but we believe in I would also like to reiterate what said in my last letter,
Performance during the year order to sustain that momentum, we need to expand to Tier 1 that Indigo Paints is balancing growth with environmental
and Tier 2 cities, without diluting our focus on the smaller towns sustainability. Before I conclude, I must thank all our employees,
You are aware of the unusual rise in input costs in the last 18 and cities from where we derive our strength. consumers, business partners, suppliers, shareholders and
months, which has compelled all industry players to take a series all other stakeholders for their continued trust in our vision
of price hikes. We also focused on enhancing our operational In most states of India, our network of dealers in these small and capabilities.
efficiency in order to optimise our costs to the extent possible. towns is excellent and an attempt to further increase our network
What is heartening to note that despite escalation in input costs, would be counterproductive. Our share of counter revenue in
we have been able to contain the reduction in gross margins, these cities is also fairly high. Although there is considerable
Regards,
and Indigo Paints closed the year with a gross margin of scope for further improvement, we believe it will happen
43.32%, which is perhaps the highest in the industry. This was gradually. Therefore, we have now decided to focus on the next Hemant Jalan
possible due to the higher contribution from the differentiated level of towns or cities in India. We have identified 750 such Chairman/Managing Director
products, prudent sourcing and cost measures undertaken by cities in India, which are big cities of the country by population,
the Company. The sudden surge in crude prices did not hurt our where we will now be looking to deepen our penetration.
margins significantly, because oil-based paints are a relatively
small portion of our portfolio.
06 07
Financial performance
Painting a bright
picture of optimism
Revenue from operations (H Lakhs) EBITDA (H Lakhs) PAT margin (%) ROCE (%)
34.33
90,597.48
13,598.37
12,251.61
9.80
72,332.47
9.17
62,479.20
9,098.80
22.49
7.65
53,562.90
18.84
18.42
5.02
5,409.20
FY2019 FY2020 FY2021 FY2022 FY2019 FY2020 FY2021 FY2022 FY2019 FY2020 FY2021 FY2022 FY2019 FY2020 FY2021 FY2022
EBITDA margin (%) PAT (H Lakhs) ROE (%) Cash from Operations (H Lakhs)
16.94
24.27
13,776.41
8,404.80
15.01
14.56
7,085.01
18.22
9,103.19
8,476.66
10.10
4,781.48
12.93
12.57
5,602.80
2,687.00
FY2019 FY2020 FY2021 FY2022 FY2019 FY2020 FY2021 FY2022 FY2019 FY2020 FY2021 FY2022 FY2019 FY2020 FY2021 FY2022
Rounded off to the nearest decimal Rounded off to the nearest decimal
08 09
Product Portfolio & Operational Highlights Operational highlights

Value Growth & Volume growth
Foraying into new Cement Paints + Putty (%)
categories, reinforcing
26.70
26.48
26.72
25.40
23.22
our creativity
19.63
Value Volume
3.86
Our offerings
7.91
18-19 19-20 20-21 21-22
Emulsions (%)
39.78
39.80
35.04
Value Volume
21.66
8.72
20.15
16.00
Emulsions Enamels Wood Coatings
11.65
18-19 19-20 20-21 21-22
Enamels + Wood Coatings (%)
23.69
19.57
17.91
16.03
Value Volume
15.41
2.87
2.39
0.23
Primers Distempers Cement Paints 18-19 19-20 20-21 21-22
Primers + Distempers + Others (%)
39.77
28.46
26.65
Value Volume
21.42
8.58
20.35
5.37
13.25
Putties 18-19 19-20 20-21 21-22
10 11
Business Model
Delivering value through a

multi-capital approach
INPUT VALUE CREATION PROCESS OUTPUT STAKEHOLDERS IMPACTED OUTCOMES
Market research
Customers
Our products bring colours to lives 22.56%
of our customers through multiple 5-year CAGR in revenues
offerings and superior quality
Finance Capital Financial Capital products
H 64,985.84 lakhs
Total equity and a Debt Free
Turnover 51.52%
5-year CAGR in EBIDTA
Company H90,597.48 lakhs Dealers
Our robust dealer network across
EBITDA
28 states with over 15,787 Active
H13,598.37 lakhs retail outlets and 7,101 tinting 59.88%
machines in India, strengthens our 5-year CAGR in Net profit
PAT
market presence
H8,404.80 lakhs
Manufacturing Capacity
Investors
4 Manufacturing units Innovation Long-term Our business success is largely
1,10,700 KLPA product growth attributed to the trust and faith of
+ development strategy 2.0 our investors. We work with due
diligence and transparency to
1,38,000 MTPA generate sustainable returns for our
installed capacity Human Capital shareholders
Employees
708 Employees
Raw material We focus on people empowerment
Intellectual Capital
by providing long-term and
Rich industry experience
rewarding career goals. This has
of Leadership Team
helped built an efficient and diverse
workforce
Distribution Manufacturing
Society and Community
Social and We remain committed to create
Social and Relationship Capital Relationship Capital value for society and community at
Pan India presence large through focused community-
605 driven activities for the under-
15,787 Dealer network Lives impacted through developed spectrum of people
86,000+ Investors Packaging our CSR network
CSR spent J125.87 lakhs
12 13
Brand Equity
Reinforcing brand salience

At Indigo Paints, we continue to aggressively invest
in brand building through multiple platforms. Over
two decades, our brand equity continues to drive our
business growth in a highly competitive industry.
We have a large sales force and we Brand Mascot

Indigo Paints was also the Title
connect with our customers through
various marketing and branding
To increase our brand visibility and Sponsor for the “Puneri
initiatives. We actively utilise media to
create a unique brand identity ‘Zebro’ Paltan” team in the Pro Kabbadi
with colourful stripes is our brand league.
reinforce our brand identity and enhance
mascot. This distinctive mascot aligns
our engagement with our customers.
with our overarching objective of
delivering differentiated paint solutions.
Our mascot has multi-coloured stripes
Social media marketing
Advertising to highlight the unexpected nature of
expenditure ( H Lakhs) our brand’s solutions. We have also leveraged various
social media platforms for marketing
brands and value propositions. Social
media platform helps us to achieve
6,837.03
Launched a new campaign business growth and enhances our

6,334.71
“Jaisa Performance brand visibility.

6,151.52
Waisi Price” to emphasis the

high quality of the products and
to position Indigo Paints as a
premium brand. 11,200
Instagram followers
FY2020 FY2021 FY2022
7,70,000
Facebook followers
9,200
Twitter followers
2,27,000 Per month

Website reach
14 15
Product Development and Innovation
Churning out new ideas Differentiated Products

Contributed
Value- added products
to surprise and delight

These products can be distinguished
from one another by certain value-added Research and
29.62% to the attributes. development
revenue Waterproof and dirtproof the We believe in constantly
advantages of dirt resistance and
We have always focused on innovation to Growing share waterproofing qualities are combined
reinventing our offering to
stay ahead of peers and
deliver products that are aligned with customers’ of revenues from in exterior laminate.
offer well-researched and
differentiated Externally and internally high gloss differentiated offerings to
aspirations and end-market trends. Fostering an products paint ideal for both indoor and
our customers. our R&D team
innovation-driven culture has been the cornerstone
(Sales of differentiated products exterior walls is acrylic laminate.
constantly work to innovate
as a percentage of total revenue
PU Super Gloss Enamel is an enamel new product.
of our growth strategy, designed to deliver from operations)
(%) paint that protects wood and metal
sustained performance year-on-year.

while giving the surface a glossy
sheen. It is appropriate for a variety of
materials.
29.62
29.53
Innovation and excellence are primary
28.62
aspects of our business growth. We
27.58
implement state-of-the-art technologies,
optimise processes and enhance
automation to deliver best-in-class
products to our customers. Our aim is to Do you know?
always develop and deliver innovative Anti Odour Paint - Transform your walls Leak Proof Emulsion - 2 in 1 coating that
products in the paint sector. with deodorizing power and imparting a combines waterproofing and heat reflect
Indigo Paints is the first
germ free environment properties to prevent leaks and keep your company in India to offer
New product development FY18-19 FY19-20 FY20-21 FY21-22
rooms 5 degrees cooler all year round metallic paint for walls, floor
We collaborate with dealers and the paint that can withstand
painting community through with our vehicular traffic, specifically
ground-level sales force to deep-dive into Category- creator products
developed ceiling paint
the dynamics of demand for different
products and understand Based on their end-use requirements, for brighter ceilings, and a
these items are distinguished from one unique tile paint for roofs.
the changing needs of the customers. On another.
the based on the understanding of the First company to launch
market we develop new product as per Rustic Texture Finish Putty - Gives Premium Interior Sheen Emulsion Adds Metallic Emulsion paints give walls
certain other types of
the demand in the market. We develop beautiful fine grain textured look to your a touch of elegance and has properties a stylish finish with a glossy metallic
like stain resistance, fungal resistance,
emulsion paints such as the
and create category-creating product walls texture look since they are constructed
high-brightness and rich sheen of unique effect pigments. Dirtproof & Waterproof
to address specific needs in the Indian
decorative paint market.
Exterior Laminate, Exterior
Tile Coat Emulsion paints are made to and Interior Acrylic
offer gloss and lustre for outdoor roof
Laminate and enamels such
tiles.
06
as PU Super Gloss Enamel.
Floor Coat Emulsion Paints offer
New product launched in a glossy finish for terrace floors,
driveways, pathways, and cement
last two years
Self-Priming Epoxy Enamel - two-in-one surfaces.
PU Floor Coat - Indigo PU Floor coat is a
single pack epoxy system that functions polyurethane modified coating for paver
as a primer & topcoat. The easy-to-use blocks, cement tiles & concrete floors
coating keeps metal surfaces protected in
adverse climatic conditions
16 17
Our Distribution Network

We continue to be committed to
Delivering with a nimble- installing tinting machines across our

network of dealers to boost sales
of emulsion paints. With growing
footed supply chain installation of tinting machine, we are

accelerating our services offered to our
customer. Tinting machine with inbuilt
computers are being installed as we
embrace technology-led solutions to
enhance operations.
We believe in building a robust and responsive Installed tinting
supply chain to strengthen our market presence. machine
Our manufacturing is supported by a strong

distribution and logistics network that help us to
7,101
5,472
increase our market penetration.
4,296
3,143
FY2019 FY2020 FY2021 FY2022
Active dealer TM are important for Now, we are shifting our focus to tier-
network increasing the emulsions sale 1 and tier-2 cities, having identified Great Indian
which constitutes the major 750 cities in the country. The market Painter Challenge
portion of the decorative paint penetration will be backed by a focused
market in India and intensive engagement with the
15,787
influencer (painter) community in these

cities to drive market penetration.
13,214
11,230
The Company had opened three more

10,246
Supply chain strategy 2.0 depots including one each in Delhi and
Himachal Pradesh. With this expansion,
We have integrated our distribution Indigo Paints has a direct presence in all
network, which helps us serve customers the states of the Country.
FY2019 FY2020 FY2021 FY2022 from across the length and breadth of
the country including the hinterlands. We Building relationship with
have utilised our resources strategically dealers
Depots to progressively build our distribution To support our supply chain strategy
network. Backed by a decisive brand- and to engage with our customers we
building approach, we made a strong believe in building and strengthen our
presence in small towns with our relationship with our dealers across
47
products in last two decades. We also supply chain network.

44
focused on building strong relation with

36
dealers in tier 3 & 4 cities and rural area We constantly upgrade the ‘product Chote
where dealers have the ability to affect
33
knowledge’ bank of the dealers, defining Ustaad Contest

consumer purchasing choices. our product capabilities for higher sales
conversion.
Company continues to expand in the
existing locations which are strategically
FY2019 FY2020 FY2021 FY2022 located closer to the source of the raw
materials.
18 19
Growing our talent pool
Building an empowered team Training and skill

development
To make our employee skills more

relevant to changing business
environment and customer needs we
provide training with comprehensive
Indigo Paints is committed to building a strong programs. We endeavour to create a
talent pool, who are empowered to take decisions

future-ready organisation by enhancing
the capabilities of our employees and
and generate better business outcomes. build excellence.
Our success over the years is a result of Employee engagement

an engaged and committed workforce.
As a diversified paint company, we hire We strive to create a transparent atmosphere for our
a wide range of employees from diverse employees. We believe in offering value to our employees and
backgrounds, spanning technicians, build an open channel of communication for them. Throughout
engineers, sales professionals, the year we connect with our employees through different
supply chain, customer service programs and events to build a stronger engagement channel.
and administrative personnel. Our
performance-driven culture brings a sense
of belonging among our employees and
fosters inclusivity for business growth.
Occupational, health and

safety
708 We prioritise safety and make
Total employees sure that industry-best practices
are effectively implemented. We
recognise that occupational health
6.22% and safety are core values that are
essential to an organisation’s
Employee cost
success and sustainability.
(% of net revenue)
20 21
Our Manufacturing Capacities Improving manufacturing

capacity
Indigo Paints is setting up a new
Enhancing scale to address

highly automated water based paint
manufacturing unit with state of the art
material storage and handling system.
growing demand
The upcoming plant in Tamil Nadu will
have a capacity of ~ 50,000 KLPA
with provision to expand it by another
50,000 KLPA on minimal incremental
investment.
We have been constantly investing in our manufacturing

capabilities and establishing a strong capacity base to
serve the demand of our customers. We are moving
towards building a greater and efficient manufacturing
processes to deliver innovative offerings.
1,10,700 KLPA
Insatalled production
capacity for Liquid Paints
1,38,000 MTPA
Installed production Rajasthan
capacity for putties and
powder paints
The manufacturing
base at Tamil Nadu is
being expanded for
the manufacturing of
water-based paints. The
use of green technology
and bio-based material
is increasing along with
the growing awareness
of climate change. With
the increase in awareness
demand of water-based Tamil Nadu
coatings is increasing in
the country. The expansion
unit is expected to have an
estimated installed capacity
of 50,000 KLPA Kerala
22 23
Our Social Responsibility
Giving back to the community

We are committed to making a positive contribution
building communities where we operate in. Our
efforts go above and beyond business priorities, Fill-in Baseline Sarvey Form for Setting Activity - To Know Your Environment - Your Village
designed to accelerate social progress. Mission - Vision regarding their work - Process
During Fellowship
J125.87
Our CSR focus area is education and focus. During the FY 2021-22, the
lakhs empowerment of girls from low socio- Company had also extended its CSR
CSR expenditure economic backgrounds. Potential female activities towards empowerment of
candidates from 10Th class onwards are women who belongs to marginalized
identified and provided with the support sections of the society. Towards this
they require. Proper mentoring and initiative, Indigo Paints have tied up
605 scholarship activities are provided for
imparting quality educations to needy.
with “CORO”, an NGO dedicated
towards empowering and improving
Beneficiaries impacted the livelihoods of women. The
Leaders Talk, Previous Fellow Shared On Labour Day, Women from Ajmer Session on Public Advocacy and
Provided Smart phones to enable study their Journey to Inspire New Batch - First Came together to Create Awareness Process Documentation
Company aims to equip such women
from home during the pandemic and Training at Aurangabad about constitutional Values
with leadership and administrative
sponsored private tuitions for special skillsets.
AJMER - Meeting Regarding How Collective Leadership will work for Community Discussion on constitutional rights as labour
Learning Classes for Children on Labour Day 2022
Presentation on Public Advocacy By Sheetal Sathye - Navyaan Group Artist Community Learning Classes
Fellow taking Session on Communication Skills
24 25
Board of Directors On the Board since October 2018.

Born in the year 1978
Professional Experience
• She has over 10 years of experience in private equity funds.
• She is currently associated with Sequoia Capital India LLP as a Managing Director.
• She has advised on investments across a range of consumer, D2C and fintech
On the Board since March 2000. companies including Five-Star Business Finance, Hector Beverages, B9 Beverages,
Born in the year 1957 Faces, Go Colors, Healthkart, Innovcare Lifesciences and Wakefit.
• She was previously associated with Deutsche Bank.
• He has over 20 years of experience in the Paint Industry. Education
• He is one of the promoters of Indigo Paints Limited. • M.B.A. from the Asian Institute of Management, Republic of the Philippines.
• He has been an entrepreneur for most of his professional life. • Post-Graduate Diploma in Advertising and Public Relations from the Indian Institute of
• He was previously associated with AF Ferguson & Co and Vedanta Mass Communications.
Group of Industries. Sakshi Chopra
• B.Com from University of Mumbai.
Nominee Director
Education
• M.B.A. from the University of Chicago.
• M.Sc from Stanford University.
• B.Tech in Chemical Engineering from the Indian Institute of Technology, Kanpur.
Hemant Jalan
Chairman and Managing Director
On the Board since June 2020.

On the Board since March 2000.
• She has a vast experience in the finance and private equity sectors.
• She is one of the promoters of Indigo Paints Limited.
• She is the founder of WinPE, a not-for-profit initiative to enhance gender diversity in
• She is actively involved in CSR activities of the Company.
the investing ecosystem.
• She is the Chairperson of the board of Kids Clinic India Limited.
Education
• She is serving as an independent director on the boards of companies including
• B.Sc in Home Science. Kerala Infrastructure Fund Management Limited and SIDBI, the Indian Development
Finance Institution.
• She is an independent member of the investment committee at the Funds of funds
managed by the National Investment and Infrastructure Fund (NIIF).
• She is an advisor to and a member of the investment committee for the Dutch Good
Growth Fund (DGGF) investment funds mandate given by the Dutch government for
Anita Jalan Nupur Garg investments in SMEs in frontier markets across 75 countries.
Executive Director Independent Director • She has led the private equity and venture capital funds business in the region for
International Finance Corporation (IFC).
On the Board since February 2016.
Education
• M.B.A. from MIT Sloan School of Management.
Professional Experience • Executive Programme on private equity and venture capital from Harvard Business
• He has over 40 years of experience in the Paint Industry. School.
• He has been an entrepreneur for most of his professional life. • A qualified chartered accountant from the Institute of Chartered Accountants of India
• He was previously associated with Asian Paints Limited and Hi-Build (ICAI).
Coatings Private Limited. • B.Com (Hons.) from the University of Delhi.
Education Recognitions
• PGDM from Indian Institute of Management, Calcutta. • She was listed in the BW VC World Most Influential Women 2022.
• B.Sc in Mechanical Engineering from the University of Kerala. • She was awarded the Vedica Women's Alliance's Women Leader in D&I 2022.
• She was listed in the Forbes W-Power list of Self Made Women in 2020.
Narayanan Kutty • She was awarded the Women Empowerment Entrepreneur Award 2019-20.
Kottiedath Venugopal • She was among India’s top 100 Women Leaders in Finance (AIWMI 2019).
Executive Director • She was awarded the Business Excellence and Innovative Best Practices
Academia Award 2019.
26 27
Board of Directors (Contd.)
On the Board since March 2019. On the Board since November 2014.
Born in the year 1960 Born in the year 1967
Professional Experience Professional Experience

• He has vast experience in the Food and Agribusiness sectors. • He has over 31 years of experience in the field of Financial and Business
• He is currently the President of The Indus Entrepreneurs Association (TiE), Pune consultancy, with core strengths in fund raising through debt and equity, business
Chapter. restructuring, business valuations, M&A, strategic alliances and
• He is also currently serving as a Board Member on the board of companies capital markets.
including Hector Beverages Private Limited, Visage Lines Personal Care Private • He is also serving as an independent director on the board of JSW Energy Limited
Limited, Extraaedge Technology Solutions Private Limited, Sunshot Technologies and JSW Hydro Energy Limited.
Private Limited and Ronin Wines Private Limited. • He is the Founder and Managing Partner of Kreston SGCO Advisors LLP and the
• He has been an entrepreneur for most of his professional life. Founder of SGCO & Co., a well-known accountancy firm based in Mumbai.
• He was previously associated with Tasty Bite Eatables Limited as the Managing • He is the Founder of Ladderup Group, engaged in Investment Banking and Wealth
Director. Management activities.
• He leads a team of more than 300 professionals in his group and is a member of
Ravi Nigam Education Sunil Goyal the Global Board of Kreston International Limited, UK, headquartered
Independent Director Independent Director in London.
• Post Graduate Diploma in Rural Management from Institute of Rural Management,
Anand (IRMA). • He has also served as the chairman of the Western India Regional Council of the
• Owner President Management program from Harvard Business School (HBS). Institute of Chartered Accountants of India for the year 2006-07.
Education
• A qualified chartered accountant from the Institute of Chartered Accountants of India
(ICAI).
• B.Com from the University of Rajasthan.
On the Board since November 2014. On the Board since March 2020.
Born in the year 1957 Born in the year 1978
Professional Experience Professional Experience

• He has vast experience in sectors such as media planning and advertising, media • He has over 16 years of experience in the Private Equity space.
and market research, brand consulting, communication planning, data analytics and • He is a managing director with Sequoia Capital India Advisors Private Limited.
financial services. • He currently serves on the boards of BYJUs, Capital Float, Eruditus Learning, Faces
• He is currently serving as a Board Member on the board of companies including Cosmetics, Five Star Finance, Finova Capital, HomeLane, India Shelter Finance
Magic9 Media & Consumer Knowledge Private Limited and Indevia Accounting Corporation, K12 Technoservices, Prataap Snacks Limited, Rebel Foods, Rupeek,
Private Limited. Suburban Diagnostics and Turtlemint.
• He has previously served as an Independent Director with Motilal Oswal Financial • He has also served as a Nominee Director of the Board of Indigo Paints Limited.
Services Limited. • He has previously worked at McKinsey & Company, where he advised senior
• He has previously held senior leadership roles in Pidilite Industries Limited, Zenith management of top Indian companies on a variety of issues including business
Optimedia Asia, Starcom India, Chaitra Leo Burnett Private Limited, MARG Marketing building, channel management and leadership development.
& Research Group Private Limited and Lowe Lintas. • He has previously also worked with Wipro Technologies in their Embedded and
Praveen Kumar Tripathi • He has been a member of the Awareness and Communication Strategy Advisory Ravi Shankar Internet Access division.
Independent Director Council and the Advisory Committee for Information, Education and Communication Venkataraman
(IEC) strategy implementation, each constituted by the Unique Identification Authority of Ganapathy Agraharam Education
India, Government of India. Alternate Director • M.B.A. from Indian Institute of Management, Ahmedabad.
• He has been a member TAM Transparency Panel constituted by TAM Media Research • B.E. in Computer Science and Engineering from National Institute of Technology,
Private Limited and the President of the Market Research Society of India. Trichy Recognition.
• He is the recipient of the Midas Touch award by Economic Times Startup
Education Awards 2020.
• PGDM from Indian Institute of Management, Ahmedabad. • He is the recipient of IIM Ahmedabad’s Young Alumni Achiever’s Award, 2019-20
• B.Tech in Electrical Engineering from the Indian Institute of Technology, Kanpur. in the Corporate Leadership category.
28 29
Sustainabilitiy Initiatives
At Indigo Paints, we thrive on building Regular interactions with our
stakeholders and periodic reviews, Employees
relationships with our stakeholders. We define help us to understand the concerns
that matters to them the most and
our stakeholders as those individuals and address them. A list of our key
stakeholders is given below.
organisations that affect or are affected by the Local
Customers
Communities
company’s business.
Engaging with our stakeholders serves

as a medium to realize the prominent
risks and opportunities in the current
and future business landscape, thus
Managing Statkeholder
aiding in long-term sustainability. We
Suppliers Investors
identified the stakeholders who have
considerable impact on our organization
operations, and then ranked them basis
the degree of their influence. Stakeholder
Identification
Prioritization
Expectations
Engagement
Stakeholder
Stakeholder
Stakeholder
engagement was done through
various platforms at regular intervals to This year we have conducted our formal stakeholder engagement and their inputs have been formalized into material topics for the
understand the matters relevant to the Sustainability Report for FY 2022.
organization. A pictorial representation
of the process is given below. The summary of stakeholder engagement framework is given below.
Stakeholder group Mode of Engagement Key concerns and feedback
Employees • Performance review • Employee Incentives

• Materiality Survey • Training and Development
• Feedback forms • Job Enhancement
• Emails • Annual Reward & recognition
• Code of conduct
Customers • Customer engagement surveys • Customer satisfaction
• Materiality Survey • Customer Awareness
• Regular meetings • Managing customer feedback
• Complaint settlement
• Product Complaint Handling
Investors • Materiality Survey • Innovation management
• Emails • R&D activities
• Green Labelling
• Material sourcing and efficiency
• Carbon emissions reduction targets
Suppliers • Materiality Survey • Safety Measures
• Emails • Child Labour
• Meetings • Code of Conduct
• Carbon footprint measures
• Corporate & Social Responsibility
Local Communities • Community wellbeing and development • Investment in community welfare programs
initiatives through NGO partners • Creation of economic value through
• Community visits / meeting educational and empowerment projects
• Improved quality of life
30 31
Sustainabilitiy Initiatives (Contd.)

Materiality Assessment and how they influence the stakeholders’ understand their concerns and feedback. Our ESG Vision be continued “Sustainable Future” communities, creating safe workplace for
assessments and decisions with regards As a next step we conducted our through “Sustainable Operations”. our employees and upholding a robust
As we take strides towards our to our company’s performance. materiality assessment to test the validity We endeavor to become a leading paint We are continuously strengthening our governance structure.
sustainability journey to create long of our direction and decide on the most manufacturer for sustainable business sustainability performance across the
term sustainable benefits and shared As a first step in the materiality analysis, pressing concerns for our organization’s practices across our operations. As we ESG metrics. Our sustainability vision is We have categorized our ESG vision in
value, we realize that our stakeholders we have undertaken a comprehensive long-term sustainability. We define go towards the operating environments painted to keep our planet green through 5 pillars basis the material areas.
are our pillars of strength. To define stakeholder engagement exercise. The material topics as those of remarkable of 2030 and 2050, our focus shall conscious consumption, empowering our
what is most crucial for our stakeholders stakeholder engagement gives us the importance that have the potential to
and the company itself in the different opportunity to understand their concerns, create an impact on our business in the
areas of sustainable development, we priorities, and means to address them. short-, medium- and long-term. The top
have undertaken a detailed materiality The stakeholders identified, both internal 9 material topics were selected from the We will work towards creating a healthy planet by
assessment in FY 2022. The Materiality and external, were those which have major issues based on the results of the GREEN
reducing our carbon footprint, mitigating climate change
analysis is a comprehensive study that maximum impact on our operations and stakeholder engagement surveys. These PLANET
and reduce, reuse and recycle the waste generated
helps us identify critical environmental, evaluate our performance as well. These outcomes were then used to develop
social and governance issues that include our customers, investors, suppliers a materiality matrix, which shows the
are critical to business performance and our own employees. A systematic We endeavor to conserve resources for a
priority of each issue for our internal and CONSCIOUS
and stakeholder interest. The analysis stakeholder engagement exercise sustainable future by optimizing our energy
external stakeholders. The materiality CONSUMPTION
highlights the relevance of Environmental, was carried out to engage with these consumption and water usage
matrix presented here indicates the list of
Social and Governance (ESG) topics that prioritized stakeholders through targeted material topics identified this year and
are most important to our stakeholders surveys and questionnaires to help us actions towards them. OUR ESG
SAFE We value a diverse workforce and work towards
VISION
WORKPLACE creating a healthy and safe workplace
2030
We are committed to welfare and empowerment

EMPOWERED
of communities we work in by reducing inequality,
COMMUNITY
promoting education, health and gender equality
E S G
ROBUST We continue our focus on maintaining transparency
GOVERNANCE and business integrity while driving our ESG ambitions
High
1 1. Water Management
Importance to stakeholders
2. Health & Safety

4 2 3. Code of Conduct
3 4. Risk Management
Medium
6
5. Energy Management
5
9 6. GHG Emissions
7. Community Welfare
8 7
8. Board Structure &
Management
9. Waste Management
Low
Low Medium High
Importance to Indigo
32 33

Our Commitment to the UN SDGs 1. Water Management We have Zero Liquid Discharge facilities efforts towards safety also contribute
at all our plants in Rajasthan, Tamil Nadu greatly in meeting the UN Sustainable
We believe that a balanced approach towards environmental, social and governance aspects of business is very critical for long- Since water is a critical raw material in and Kerala. We have water recycling Development Goal (SDG) of Decent
term success. We have, therefore mapped our material topics with the UN SDGs setting the appropriate targets and tracking them our operations, it becomes a business facilities at our plants. The ETP treated Work and Economic Growth as well as
through a set of KPIs as listed below. imperative for us to optimize and reduce water is used for gardening purposes. Good health and Wellbeing.
its consumption and move towards The trend over years is given below –
Material Topic Linkage with SDGs Description of Materiality water security and water positivity. We have a publicly available health
In this direction, we shall assess and and safety policy which applies to all
implement solutions such as rainwater
Water recycled (%)
employees, suppliers and third-party
Water • Effective use of water is very important for our sustainable
Management growth harvesting at our operating locations vendors. We also have a hazard
and reducing our consumption of ground identification, risk management and
• We therefore aim at responsible consumption through our 5.8
water. We will take measures to reduce incident investigation process in place.
zero liquid discharge initiatives and reduction of water
our water intensity at our units to ensure 5.6 We also have joint committees on
intensity
water security for the business and the worker health and safety and have
5.6
Health & Safety • As a paint manufacturer, we believe that good health and 5.4
community at large. transparent communication pertaining
5.4
wellbeing is of prime importance 5.2 to health and safety topics. We provide
• We have safety measures for handling of hazardous specific safety and health trainings for
5.0
material for safety of our employees all our employees, which has resulted in
Code of Conduct • W
e operate in an ethical manner for our business practices 4.8 zero fatalities for the reporting year and
we strive to maintain that. Any incidents
4.8
and ensure compliance 4.6 occurring at our locations are logged
• For our business growth, we have Money laundering, and actioned methodically through our
4.4
insider trading and whistle blowing issues addressed in the FY20 FY21 FY22 Root Cause Analysis (RCA) report.
COC
Risk Management • We actively track and mitigate regulatory risks to ensure As a first step towards employee wellness
decent economic growth and contentment, we have started taking
employee feedback for our different
• We also analyze ESG risks as part of the company’s
departments to gauge the employee
enterprise risk management framework
satisfaction levels with our company.
Energy Management • W
e encourage clean, renewable energy to ensure energy From FY 2023 onwards we plan to
efficiency as part of our energy management measures set targets for increase in employee
satisfaction levels through targeted
wellness programs and benefits.
GHG Emissions • Reduction of emissions shall help combat climate change
impacts
• We encourage opportunities in green technologies
Community Welfare • We invest in CSR by strengthening our relations with the
local communities and conducting Impact Assessments
• CSR projects are aimed at better quality education, women
empowerment and reducing inequalities
Board Structure & • We pay attention to transparency, remuneration and board
Management management to encourage decent work and economic 2. Health & Safety
growth
We at Indigo Paints, are committed
Waste Management • Effective waste management is critical for our sustainable to protecting the health of our
business. Hence, segregation, recycling and reusing employees and ensuring a safe working
of materials is important to encourage responsible environment. The multi-faceted approach
consumption which creates a friendly workspace
and embracing world-class processes
and practices has helped us embed the
safety culture. This well-defined safety
structure and culture helps us achieve
our targets in its true spirits and become
a responsible corporate citizen. Our
34 35

3. Code of Conduct 4. Risk Management scorecard for senior management with Energy Consumption (MWh) GHG Intensity (tCO2/KL)
sustainability-linked targets as criteria
Indigo Paints Code of Conduct, as We have a strong risk management by FY 2024. This approach shall help
adopted by the Board of Directors, is framework in place, which helps us us significantly in meeting the UN 0.04
applicable to all Directors and the Senior become resilient to deal with dynamic 5,000
Sustainable Development Goal (SDG) of
Management of the Company. The external environment. It helps us to 0.03
Decent Work and Economic Growth.
Code is available on the Company’s protect and, at the same time, make 4,000
4,440
0.03
0.03
5. Energy Management
4,097
0.03
website: https://indigopaints.com/ best use of our resources within well-
wp-content/uploads/2020/10/ defined risk limits and, in turn, enhance 3,000 0.02
Code-of-Conduct-for-BOD-and-Senior- the return. We have a risk management To accomplish our goals of resource
conservation, we regularly monitor our 0.02
2,626
0.02
Management.pdf committee that lays down risk assessment 2,000
and minimization procedures to inform energy performance at all our operating 0.01
Our goal is to operate ethically, legally, units as well as head office. Energy
the Board. The committee also frames, 1,000
sustainably, with integrity, and in optimization is vital to our environment 0.01
implements, reviews and monitors the
compliance with the law. All Directors, management system and to achieve it,
risk management plan for the Company. - -
Senior Management members and we need to integrate the principles of FY20 FY21 FY22 FY20 FY21 FY22
Our Risk Management Policy ensures and further formulate appropriate plans
employees adhere to the Company’s renewable energy across our business
sustainable business growth with to reduce our carbon footprint.
Code of Conduct. We target to include operations. We have started to use
stability and enhances our approach
100% compliance of all employees solar streetlights at our Tamil Nadu plant Energy Intensity (MWh/kL) 7. Community Welfare
reporting, evaluating and resolving risks
to the company COC from FY 2023 and are exploring the expansion of it
associated with the business. Furthering
as well going forward. Our code of
our risk management protocol, we for other operations as well installing Scope 1 Emissions (tCO2) We believe community wellbeing and
conduct is applicable for Prevention other renewable energy plants at our 0.04 development is vital to responsible
intend to embark on our ESG journey and sustainable business growth. We
of Insider Trading, in accordance other manufacturing locations. Staying
and showcase our performance through 0.04
undertake the CSR programs for overall
with the requirements of Securities committed to our goals of energy
ESG ratings from reputed agencies 0.03 betterment of the community with special
and Exchange Board of India. The
0.034
by FY 2024. We continue to ensure conservation, we shall ensure that all our 45.00
0.033
CoC also includes zero tolerance for manufacturing plants shall have access 0.03
emphasis on activities for the benefit
40.00
100% compliance with risk management of the poor and the needy segments of
42
corruption and unfair trade practices, to renewable energy by FY 2028.
41
practices and 100% employees are 0.02 35.00
principles of non-discrimination, zero the society. Therefore, our CSR strategy
trained on the risk management and Furthermore, we shall reduce our energy 30.00
0.025
adopts programmes aimed at long-term
34
tolerance to sexual harassment and 0.02
mitigation practices. We shall also intensity by 3% YoY effective from FY 25.00
adherence to human rights. We have 0.01
empowerment of communities through
continue to ensure 100% compliance 2024. Our team shall be conducting 20.00
formulated a Whistle Blower Policy education and empowerment of women,
with statutory and mandatory policies. energy audits and transition measures 0.01 15.00
for vigil mechanism of Directors and contributing to the UN Sustainable
We also plan to implement Balanced through vendors and suppliers. 10.00
employees to report to the management - Development Goals (SDGs). Our CSR
FY20 FY21 FY22 5.00 programmes are aligned with our key
about the unethical behaviour, fraud
- business objectives and the strategy
or violation of Company’s code of FY20 FY21 FY22
is guided from the top, wherein the
conduct. The Whistle Blower Policy is
6. GHG Emissions Board of Directors takes responsibility
displayed on the Company’s website at
of the CSR initiatives. The programs are
www.indigopaints.com/investors. The As we embark on our journey for focused towards educational needs of
mechanism safeguards the employees sustainable development, we are the underprivileged girl child and women
and directors and makes way for direct integrating methods to reduce our Scope 2 Emissions (tCO2)
empowerment projects. We have a well-
access to the Chairman of the Audit greenhouse gases emissions generated defined CSR Policy which ensures our
Committee in exceptional cases. In FY through our operations. We aim to commitment to create a positive impact
2022 we have recorded zero CoC become Net Zero by 2050. We strive 4,000.00 on the society.
breaches at all our locations and we to continuously monitor our Scope 1 3,500.00
shall continue to ensure the same going and 2 emissions and take initiatives to We have initiated several training
3,476
forward as well. 3,000.00 programs for applicators to enhance
reduce them. We shall start monitoring
3,210
our Scope 3 emissions by FY 2024. 2,500.00 their skills in collaboration with the Paints
We limit our SOx, NOx and PM levels & Coatings Skill Council. We provide
2,000.00
In compliance with statutory norms and mentoring and scholarship activities for
2,063
1,500.00 the female candidates through our women
shall continue to do so going forward.
We shall continue our efforts in GHG 1,000.00 focused CSR initiative. In FY 2021, we
reduction and reduce our GHG intensity spent H 63,79,000 while this year we
500.00
by 5% YOY with FY 2022 as baseline. spent H 1,25,87,000 towards the CSR
- expenditure and strive to increase the
Regular performance reviews will help us FY20 FY21 FY22
keep a track of our emission generation expenditure in the forthcoming years to
support such activities.
36 37
Sustainabilitiy Initiatives (Contd.) Corporate Information

Directors Nomination and Remuneration Secretarial Auditors
Mr. Hemant Kamala Jalan Committee ARKS and Associates,
Chairperson and Managing Director Mr. Ravi Nigam Flat No.4, Vasant Tara Apts,
Chairperson Above Udyam Vikas Sahakari Bank,
Ms. Anita Hemant Jalan Apte Road, Shivaji Nagar,
Executive Director Mr. Sunil Badriprasad Goyal Pune: 411 004, Maharashtra
Mr. Narayanankutty Kottiedath Ms. Nupur Garg Tel No: +91 20 2551 1022
Venugopal
Mr. Praveen Kumar Ramniranjan
Executive Director
Tripathi Registrar and Share
Mr. Ravi Nigam
Transfer Agent
Independent Director Stakeholder Relationship Link Intime India Private Limited
Committee Block No. 202, Akshay Complex,
Mr. Sunil Badriprasad Goyal
Ms. Nupur Garg Near Ganesh Temple,
Independent Director
Chairperson Off Dhole Patil Road
Mr. Praveen Kumar Ramniranjan Pune: 411 001, Maharashtra.
Tripathi Mr. Hemant Kamala Jalan Tel No: +91 20 2616 0084
Independent Director Mr. Narayanankutty Kottiedath
Venugopal Bankers and Financial
Ms. Nupur Garg
Independent Director Institutions
Corporate Social Responsibility
Ms. Sakshi Vijay Chopra HDFC Bank Limited
Committee
Nominee Director 5th Floor, Data Processing Centre,
Mr. Hemant Kamala Jalan Bund Garden Road,
Mr. Ravi Shankar Venkataraman Chairperson Pune: 411 001, Maharashtra.
Ganapathy Agraharam Ms. Anita Hemant Jalan Tel No: +91 20 6769 4663
Alternate Director Mr. Praveen Kumar Ramniranjan Registered and Corporate
We have therefore aimed at positively Corporate Governance guidelines. We concerns for our organization. We have Tripathi
Office
impacting 3,000 lives through our are compliant with the requirements of been making consistent efforts to reduce Chief Financial Officer
CSR initiatives by FY 2030 that create the applicable regulations, including the the quantity of waste produced through Mr. Chetan Bhalchandra Humane
Risk Management Committee Indigo Paints Limited
measurable and lasting change. SEBI Listing Regulations, the Companies our operations, by following techniques Mr. Narayanankutty Kottiedath Indigo Tower, Street 5,
Our local NGO partners shall be Act, 2013 and other applicable to reuse and recycle generated waste in Venugopal Pallod Farm 2, Baner Road,
supporting in the process. The impacted regulations of SEBI for constitution of the an environmentally friendly manner. Our Company Secretary and Chairperson Pune: 411 045, Maharashtra.
beneficiaries shall be indicative of our Board and Committees and formulation Research and Development department Compliance Officer Tel No: + 91 20 6681 4300
achievement of targets. Mr. Hemant Kamala Jalan
and adoption of policies. Our Board continues its endeavors and its focus on Mr. Sujoy Sudipta Bose
has been constituted in compliance with development of new technology that Mr. Praveen Kumar Ramniranjan
8. Board Structure & the Companies Act, 2013 and the SEBI reduces the dependence on ecologically Tripathi
Management Listing Regulations. The governance harmful raw materials. Some of the key Investor Relations
Mr. Chetan Bhalchandra Humane
Board plays a very important role in and management of Indigo Paints is achievements in this context are - Water- Mr. Srihari Santhakumar
supervised by our Board of Directors. based coating for Interior & Exterior [email protected]
setting the tone of organization with Statutory Auditors
respect to the establishment of vision, To show our continuous efforts in Woodwork, Premium Interior Emulsion
Mr. Sujoy Sudipta Bose
sustainability, we aim at setting up an with rich sheen and smooth finish and SRBC & Co LLP
mission, values keeping in view our [email protected]
ESG Committee at Board level by FY Polyurethane based single pack Floor 101, Ground Floor, C Wing,
2024, with Appointment of a Chief coat. We aim to recycle 25% waste Panchshil Tech Park, Yerawada,
Sustainability Officer by FY 2024. by FY 2025 and 50% by FY 2030. Committees of Board Pune: 411 016, Maharashtra
We are also exploring opportunities for Audit Committee Tel No: +91 20 6603 6000
9. Waste Management introducing recycled paint cans for select
Mr. Sunil Badriprasad Goyal
paint segments from FY 2023.
Waste management and reduction in Chairperson
our operations is one of the key areas of
Mr. Hemant Kamala Jalan
Mr. Ravi Nigam
Mr. Praveen Kumar Ramniranjan
Tripathi
Ms. Nupur Garg
Ms. Sakshi Vijay Chopra
38 39
Annual Report - 2021-22
Management
Discussion and Analysis
Indian economic review Outlook
India remained resilient in the face of pandemic-induced Inflation saw a spike over the year due to the pandemic and
headwinds and geopolitical conflicts in Europe. The fiscal and geopolitical upheavals, primarily led by elevated food and
monetary measures of the Government of India and the Reserve crude oil prices. On the exchange rate front, the Indian currency
Bank of India (RBI), respectively, supported the economic recovery saw a depreciation in the beginning of the financial year, but
of the country. It grew by 8.7% in FY 2022. The country’s in the subsequent quarters the currency has been relatively well
consumption engine revived as the economy gradually gained supported by a better current account position.
momentum and mobility restrictions were lifted.
Inflation in input materials has risen significantly in the last fiscal,
The government’s renewed focus on creating new infrastructure and continues to be on the uptrend. The challenges posed by
and upgrading legacy assets will also act as a positive tailwind inflationary pressure and the uncertain market conditions would
for the economy, going forward. The government has reinforced place strong emphasis on altering operational priorities to suit
its commitment to using infrastructure as a force multiplier for the changing market conditions. India’s real GDP is expected to
sustained economic growth, with over 35% y-o-y increase in grow at 7.2% FY2023, with growth of 16.2% in Q1, 6.2% in
capital expenditure and a proposed infrastructure spend of over Q2, 4.1% in Q3, and 4% in Q4.1
H10 lakh crore in the Union Budget 2022-23,.
In the first quarter of the new fiscal year, the figures of Direct Industry Review
Tax collections for as on 16th June, 2022 show net collections
The Covid-19 crises, that spanned two years, could not put
of H3,39,225 crore compared to H2,33,651 crore over the
brakes on the new investments and capacity expansions in the
preceding year, representing an increase of 45% over the
Indian paints industry. Almost all the major producers have gone
collections of the preceding year. This bodes well for the quick
ahead with a slew of investments.
economic turnaround of the country.
https://rbidocs.rbi.org.in/rdocs/Bulletin/PDFs/3GOVERNORSTATEMENTE3D7BFA16E2749E8BED258EC8B1BFFB6.PDF
1
40
Indigo Paints Limited Corporate Overview Statutory Reports Financial Statements
Regulatory focus
Quarter-wise growth of India’s GDP in FY 2022
The infrastructure push by the government (both at central and
25
20.1
state level), particularly in new policies and private investment
20 will drive growth of the Paints and Coatings Market. Specifically
12.6
15 11 10.9 12 11 schemes such as Pradhan Mantri Awas Yojana (PMAY), AMRUT
8.3 9.5 9.4 8.4
10 5.2 4.4 4.1
3.1 1.6
5.4 4.1 and Housing for All are likely to drive the demand for interior paints
5 0.4 with a particular focus on medium and economy range products.
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
-5
FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22
-10
-7.3 Opportunitiess
-15
-20 In India, per capita paint usage stands at 4.1 kg (in 2019),
-22.4
-25
which is still quite low when compared to developed western
nations, but is expected to rise as the country continues to grow.
Government impetus to the manufacturing sector, increased
The Indian paint industry has historically grown in double digits government support for affordable housing in India and the
except for the years 2020 and 2021 and is now valued over overall uplift of the real estate sector will boost demand for
62,000 crores (USD 8 billion) and is the world’s fastest- growing the paint industry.
major paint industry. The country’s paint industry is poised to
Indian paints have a strong market in South Asian countries
grow at a healthy rate in the medium and long run.
and developed economiess
The decorative paint category constitutes almost 75% of the Re-painting activities are increasing in the country as
overall market and includes multiple categories like exterior repainting cycle is set to shorten from 7-8 years to 4-5 years.
wall paints, interior wall paints, wood finishes and enamels,
as well as ancillary products like primers, putties, and so on.
The industrial paint category constitutes 25% of the paint market
Challenges
and includes a broad array of segments like automotive, marine, Rising raw material prices is one of the most pressing issues
packaging, powder, protective and other general industrial facing the paint business, and most industry participants
coatings. The development is equal and rapid in all areas, right have passed on the cost of higher raw materials to customers
from architecture to powder, automotive to coil, high-performance through price hikes.
to general industrial, refinish to wood, and packaging to plastic.2
Most of the raw materials used by the paint industry are
derived from crude oil, thus continuous hike in crude prices
Megatrends trends owing to current geopolitical scenario, will have an influence
Industry optimism on user industries, including the paint industry.
The real estate sector is on a path to recovery post Covid-19. Supply chain disruptions severely affect the industry because
Demand in real estate is being witnessed particularly in tier-2 a large amount of working capital is involved for purchasing
and tier-3 cities due to reverse migration, flexible work options, raw materials from several sources.
learning from home and demand for open spaces. Sales and Roughly 30% of the raw ingredients are imported from other
new launches have witnessed increased traction setting record countries, import rules have a significant effect on the pricing
growth. Lower interest rates, improved market sentiments, and of paints. As a result, any change in the import tax regime
reduced risk of further disruptions have created additional might impact the costing.
demand for real estate. This augurs well for paint industry, driving
up demand across categories.
Company overview
New products
Indigo Paints was founded in the year 2000 and is the fifth
Innovative paints are finding increasing acceptance among the largest firm in India’s H62,000 crores (USD 8 billion) paints
consumers. Paints like the heat reflective come with properties that sector. Emulsions, enamels, wood coatings, distempers, primers,
extending the durability of a structure by reflecting damaging UV putties, and cement paint are among the Company’s offerings.
rays away from the building. Environment-friendly paints are being The Company has been able to establish a significant presence
developed with renewed composition to avoid major health and in the market despite being a late entrant with high entry barriers,
environment issues. Oil-based paints are giving way to water- thanks to its multi-pronged strategy of introducing differentiated
based paints, since it has little to no harmful emissions. Water- products, high advertisement spends (as a percentage of sales),
based paints offer superior endurance and performance than focusing on rural markets, and increasing the penetration of
solvent-based paints when it comes to environmental compliance. tinting machines.
http://www.paintindia.in/frost and sullivan

2
41
The Company overcame the Indian paint industry’s high entry The Company has a strong presence in Tier III and IV markets,
barriers with a patient and multi-pronged strategy that included where brand penetration is relatively easy, and dealers have
introducing differentiated products, purposefully building a more power to influence customers’ buying decisions. These
distribution network in rural and tier-II & III markets, building brand markets allowed the Company to expand its brand and presence
equity through high advertisement spending, driving the rapid in the Indian market by a factor of ten. The Company is presently
penetration of tinting machines, and engaging with influencers expanding its distribution networks in Metro and Tier 1 cities.
(painters/contractors) to build trust. Indigo Paints is one of the
successful new entrant in an industry dominated by age-old The Company has achieved tremendous brand recognition
companies in the previous two decades. Through innovation, the and strong consumer recall through persistent branding and
Company was able to carve out its niche in the paint market over marketing. Through a dealer network of 15,750+ dealers, the
time with innovative painting solutions. Gradually, the Company Company has a presence in all states in India. The Company has
came to be known for its innovative products and futuristic production facilities at Jodhpur (Rajasthan), Kochi (Kerala), and
thinking. Pudukkottai (Kerala).
Manufacturing Emulsion Wood Cement Other

Enamels Distempers Primer Putties
facility paints Coatings Paints Products
Unit – I, Jodhpur,
Rajasthan
Unit – II, Jodhpur,

Rajasthan
Kochi, Kerala
Pudukkottai, Tamil
Nadu
Strengths Increasing the penetration of tinting equipment

across its dealer network
Introducing differentiated products
The Company continues to establish itself as a favoured brand
Indigo Paints focuses on niche and unique products, which allows
among dealers and thereby increase throughput per location. As
it to set itself apart and gain access to dealer shelf space. These
on March 31, 2022, it had 7,101 tinting machines in its dealer
products are also profitable from a margin standpoint.
network, with a Tinting Machine penetration ration of 43%.
Building a distribution network through rural
Building trust with influencers (painters/contractors)
markets on purpose
by constant engagement
Instead of metros and Tier I cities, where the big players have
In addition to providing financial incentives, the Company
a significant presence in distribution and penetration of tinting
performs blind tests with influencers to acquire their trust.
machines, the Company first concentrated on Tier II to Tier IV
Additionally, attempts are being made to widen dealer network
towns and villages. Onboarding dealers was relatively easier
in tier I cities and focus on engaging with painters and contractors
and the strategy of initially establishing a foothold in smaller areas
of these cities
before moving on to larger locations helped the Company cement
its presence. As strategy 2.0, it will now focus on penetrating in IPO Fund Utilization
tier-I cities (excluding metro cities) and leverage its brand salience
built over two decades. Indigo Paints had raised H 1,170 Cr during the IPO during
FY 2020-21. Out of the proceeds, the Company had received
Significant investment on advertising to build H 28,711.21 Lakhs for the following objects
brand equity
Funding capital expenditure for expansion of the existing
By allocating adequate share of expenditure on advertising manufacturing facility at Pudukkottai, Tamil Nadu by setting-
and promotion, the Company is making big investments up an additional unit adjacent to the existing facility;
in its building its brand equity. The Company spent
Purchase of tinting machines and gyroshakers;
H 88.06 crore in Advertisement & Promotional expenses in
2022, with targeted television ads for its multiple products. Repayment/prepayment of all or certain portion of the
The Company has also launched a new advertisement borrowings; and
campaign “Jaisa performance waisi price” to put emphasis General corporate purposes
on enhanced quality of products.
42
(In Lakhs)
Proceeds Utilized up to Utilized up to
Particulars
from IPO March 31, 2022 March 31, 2022
Funding capital expenditure for the Proposed Expansion 15,000.00 9,637.55 5,362.45
Purchase of tinting machines and gyroshakers 5,000.00 2,506.95 2,493.05
Repayment/prepayment of certain borrowings of our 2,500.00 2,500.00
Company
General corporate purposes 6,211.21 6,211.21
28,711.21 20,855.71 7,855.50
The proceeds have been utilized for the intended objects. The construction of additional unit at Pudukkottai, Tamil Nadu is progressing
well and is estimated to be commissioned by Q3 FY 2023.
Operational review
Sales and product mix
The Company continued to deliver growth across its product verticals, in value and volume terms. Amidst a challenging operating
environment, hampered with Delta variant of Covid-19 in first quarter, which was subsequently followed by unprecedented spike in
raw materials triggered by the global shipping crises, the Company’s prudent strategy helped navigate the challenges and deliver
growth-oriented results.
Value growth Volume growth
Product category 2019-20 2020-21 2021-22 Product category 2019-20 2020-21 2021-22
Cement Paints+ Putty 26.72% 23.22% 7.91% Cement Paints+ Putty 26.48% 19.63% 3.86%
Emulsions 20.15% 11.65% 39.80% Emulsions 16.00% 8.72% 21.66%
Enamels + wood 2.39% 19.57% 16.03% Enamels + wood 0.23% 15.41% 2.87%
coatings coatings
Primers + distempers+ 13.25% 26.65% 21.42% Primers + distempers+ 8.58% 20.35% 5.37%
others others
43
In line with the industry, Indigo Paints had undertaken a massive price hike to mitigate the increase in price of the materials. Naturally,
the value growth was higher than the volume growth across categories. In line with the Company’s strategy of increasing the population
of the Tinting Machines across the dealer network to increase the sale of Emulsions, the category grew at a healthy 21.66% in volume
term and 39.80% in value terms.
Product category 2018-19 2019-20 2020-21 2021-22

Sales from differentiated products 27.58% 28.62% 29.53% 29.62%
Despite being a challenging year with unprecedented increase in raw material price followed by massive industry wide price increase,
the higher margin differentiated products have grown at the same pace as the Company and continue to contribute 29.6% to the
revenue.
Distribution network
During the year under review, the Company has increased the number of active dealers to 15,787. Additionally, we have increased
the population of tinting machines to 7,101 in FY 2022. The active dealer network expansion was part long-term business strategy,
that now attracts more dealers and helps the Company expand its shelf-space. In FY 2022, the Company has opened an additional
depot in Karnataka and opened a depot each in Delhi & Himachal Pradesh. With this expansion, Indigo Paints has direct distribution
reach in all the states of India.

No. of depots 33 36 44 47
Active dealers 10,246 11,230 13,214 15,787
Tinting machine 3,143 4,296 5,472 7,101
Financial review
The Company’s revenue from operations increased to H90,597 lakhs in FY 2022 compared to H 72,332 lakhs in FY 2021. The EBDITA
has grown from H12,251 lakhs to H13,598 lakhs. EBITDA in FY 2022 is 10.99 higher than the previous financial year. The rise in EBITDA
is due to the re-opening of construction and infrastructure sector during the year. Net sales operations in FY 2022 have been 25.25%
higher than FY 2021.
PBT for FY 2022 is 16.74% higher than FY 2021 and PAT numbers are 18.6% higher than FY 2021.
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018, the Company is
required to provide details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year)
in key financial ratios, along with detailed explanations therefor. The key financial ratios are given below:
Particulars 2018-19 2019-20 2020-21 2021-22

Revenue from Operations (H in lakhs) 53,562.90 62,479.20 72,332.47 90,597.48
Gross margin (%) 44.27% 48.47% 47.95% 43.32%
EBITDA (H in lakhs) 5,409.20 9,098.80 12,251.61 13,598
EBITDA margin (%) 10.10% 14.56% 16.94% 15.01%
Profit for the year (H in lakhs) 2,687.00 4,781.50 7,085.01 8,404.80
PAT margin 5.02% 7.65% 9.80% 9.17%
Capital employed1 (H in lakhs) 17,063.13 21,271.69 53,992.27 62,777.76
ROCE2 (%) 22.49% 34.33% 18.84% 18.42%
RoNW5 18.22% 24.26% 12.57% 12.93%
Debt equity ratio (in times) 0.4 0.25 0.00 0.00
Debtors turnover 3
5.31 5.97 6.38 6.16
Inventory turnover4 4.79 4.41 4.39 4.84
Interest coverage ratio 8.31 13.05 26.68 86.91
Current ratio 1.12 1.14 2.37 2.34
1. Capital employed = Tangible net worth (i.e. paid up capital + reserves – goodwill) + total debt + deferred tax liability
2. Return on capital employed (ROCE) = Earnings before interest and taxes (i.e. profit before tax + finance cost) ÷ capital employed
3. Debtors turnover ratio = Net credit sales (gross credit sales – sales return) ÷ average trade receivable
4. Inventory turnover ratio = Cost of goods sold ÷ average inventory
5. Return on net worth (RONW) = Profit before tax ÷ shareholders’ equity (i.e. equity share capital + reserves)
44
Expense metrics

Discount as a % of revenue from Operations 11.45% 11.39% 12.64% 14.22%
Employee costs as % of net revenue 6.79% 6.72% 6.68% 6.22%
Advertising and sales promotion as a % of revenue 12.63% 12.65% 10.65% 9.72%
from Operations
Material costs as a % of revenue from Operations 55.73% 51.53% 52.05% 56.68%
Freight and handling as a % of revenue from 10.36% 10.53% 9.93% 8.89%
Operations
Overhead Costs – Other Expense 4.38% 4.01% 3.74% 3.48%
(excluding Freight and handling, A&P)
Revenue from operations increased by 25.25% from

H 72,332.47 in FY 2020-21 to H 90,597.48 in FY 2021-22
primarily due to an increase in sale of goods driven by entering
new markets, and increased demand for our products on our
back of our branding and marketing initiatives, despite the impact
of Covid-19 during April –May 2021.
Raw Materials & Gross Margins
The cost of materials and components consumed increased by

39.82% from H 36,394.68 in FY 2020-21 to H 50,888.16
in FY 2021-22 due to the unprecedented increase in the raw
material prices. The raw material prices unlike anything witnessed
in decades escalated sharpely due to the global shipping
crises, unplanned shutdowns across major international raw
material producers and exacerbated by the Russia-Ukraine war.
Subsequently, the gross margin was compressed to 43.32% in FY
2021-22 from 47.95% a year ago. However, due to the prudent
pricing and sourcing strategy, Indigo Paints was able to clock a
industry leading gross margin despite multiple challenges.
Other income, Cash and Investments
The other income increased from H 359.37 Lakhs in FY 2020-

21 to H 1089.32 Lakhs in FY 2021-22, primarily due to the
increase in the interest income and the gain on the investments
made. The interest income was H 606.00 Lakhs and the gain
on investments was H 443.92 Lakhs. As on March 31, 2022, Interest Coverage Ration & Finance Costs
including the unutilised proceeds from the IPO, the Company had
Pursuant to repayment of the debt, the finance cost has significantly
H 27,426.87 Lakhs in terms of cash and cash equivalents, Bank
reduced from H 381.31 Lakhs in FY 2020-21 to H 133.04 Lakhs
balances, short-term and long-term investment instruments.
in FY 2021-22. The major portion of the finance cost (H 133.04
D&A, Property Plant and Equipment Lakhs) pertains to the lease liabilities. Subsequent to the fall in
finance cost and increase in the EBIT, the interest coverage ratio
The D&A expense increased to H 3,125.08 Lakhs in has improved significantly from 26.68 in FY 2020-21 to 86.91
FY 2021-22 from H 2,439 Lakhs in FY 2020-21 primarily due in FY 2021-22.
to higher depreciation incurred following the addition in plant
and machinery worth H 2,560 Lakhs for regular upgradation The discounts offered by the Company predominantly includes
in the manufacturing facilities including the upcoming plant cash discounts, scheme discounts, annual turnover rebates,
at Pudukkottai (Tamil Nadu). The Capital work in progress foreign trip schemes, special discounts etc. These discounts form
(CWIP) also increased from H 311.54 Lakhs in FY 2020-21 to a major cost to the Company and is netted off from the gross
H 5,097.27 Lakhs in FY 2021-22 primarily due to the upcoming revenue. In FY 2021-22, discounts as a percentage of revenue
plant at Tamil Nadu. On commissioning of the plant, CWIP will from operations was higher at 14.22% compared to 12.64% in
be capitalized abd transferred to the Property, Plant & Equipment. the preceding year predominantly due to the additional discounts
45
offered to the dealers to clear the high channel inventory build- premiumization of the product mix, the Freight and handling
up in the second half the year. The dealers had stocked up as a % of revenue from Operations continued to reduce as
heavily during the massive price hike undertaken by the industry a percentage of revenue from operations from 9.93% in
in response to the unprecedented spike in the raw materials. FY 2020-21 to 8.89% in FY 2021-22.
Company had also introduced some special scheme discounts
offered to market selected products during the course of the year. With economies of scale, the Employee Cost as a percentage
of revenue from operations reduced further from 6.68%
The advertising and sales promotion expense consists of media FY 2020-21 to 6.22% in FY 2021-22, despite giving a hike
spends, television commercial production charges, business to the employees in the pandemic affected year.
promotion charges etc. In line with the strategy of the Company
to reduce the advertising and sales promotion expense as a The overhead expense (excluding material cost, employee
percentage of revenue from operations, the advertising and benefits, advertisement and sales promotion, freight)
sales promotion as a percentage of the revenue from operation continued to decline further and was at 3.48% of the
decreased from 10.65% in FY 2020-21 to 9.72% in FY 2021- revenue from operations. The overhead cost as percentage
22. The major constituent of these expenses – Media advertising of revenue was contained and probably is the lowest in the
spends of Company increased from H 6,334.71 Lakhs (FY industry.
2020-21) to H 6,837.04 Lakhs (FY 2020-21), with the major
portion going towards IPL. Indigo Paints has also launched new Human resources
advertisement campaigns in “Jaisa performance waisi price” to
emphasis the higher quality of the products. The Company’s employees are a major differentiator for sustained
business growth. The Company continues to create a strong
In the FY 2021-22, the industry faced a massive spike in leadership pipeline while also building a safe, inclusive and
the price of the raw material which was not witnessed in diverse workforce. Multiple training programs are conducted to
decades due to global shipping crises triggered by the engage with employees on a regular basis. The inclusive culture
pandemic, unplanned shutdown in major manufacturing is responsible for people delivering performance and build a
plants across the globe. Consequently, the material costs sustainable business.
as a percentage of revenue from Operations increased to
56.68% affecting the gross margins. With prudent price
Information technology
increase and prudent sourcing strategy the Company closed
the year with an industry leading gross margin of 43.32%. The Company’s technology is intrinsically connected to majority
of its operations. Over the year, the Company has invested in
The Company’s manufacturing facilities are strategically
upgrading technology, enabling it to monitor operations to
located – closer to the source of the raw materials, which
optimise value for shareholders. Investment in technology-led
results in lower procurement costs compared to the industry.
tools like IT SAP system, enabling seamless management of
However, this results in increased freight costs when the
raw material procurement, finished goods, vendor and supplier
goods are transported from factories to the depots. With the
payments, and effective receivables management.
increase in contribution from the differentiated products and
46
Risk management effectiveness and efficiency of operations, financial reporting

reliability, compliance with applicable laws and regulations,
The Company understands that every business has its set of risks. In fraud and error prevention and detection, and asset safeguarding.
terms of their impact and likelihood of occurrence, these risks are
constantly evolving. The Company constantly scans the external Internal auditors examine the adequacy and efficacy of these
environment for emerging risks and assesses their impact on business internal controls on a regular basis as part of their risk-based audit
objectives. The Risk Management Committee of the Board of Directors, strategy. The Audit Committee reviews and approves the internal
reviews the Company’s enterprise-wide risk management framework audit plan. The Audit Committee examines the Company’s internal
and guides the Company. Multiple risks such as competition risk, financial controls for sufficiency and effectiveness, as well as the
safety and sustainability risk, compliance risk, information security execution of audit recommendations. The Audit Committee is
risk, raw material availability risk, and pandemic risk are among informed of significant audit findings and activities, and corrective
the key risks that the Company considers for mitigation and sustain measures are taken as a result.
business operations. The Company remains committed to building
an effective risk management and mitigation framework. Disclaimer
Growth strategy and outlook Certain statements in the MDA section concerning future prospects
may be forward-looking statements which involve a number of
The Company’s venture into tier-I cities remains a key focus area underlying identified / non identified risks and uncertainties that
for growth. Strategies have been shaped to increase the wallet could cause actual results to differ materially. In addition to the
share in more than 750 cities identified that have high growth foregoing changes in the macro-environment, a global pandemic
potential. The Company is also engaging with influencers for like Covid-19 may pose an unforeseen, unprecedented,
strengthening brand awareness, product highlight, functional unascertainable and constantly evolving risk(s), inter-alia, to the
features and more. The Company is increasing its active dealer Company and the environment in which it operates. The results
network and populating Tinting Machine across dealers to of these assumptions made, relying on available internal and
penetrate emulsion category of business – its largest segment by external information, are the basis for determining certain facts
value and volume. In addition, a detailed strategic framework is and figures stated in the report. Since the factors underlying these
explained on page 04 of the report. assumptions are subject to change over time, the estimates on
which they are based are also subject to change accordingly.
These forward-looking statements represent only the Company’s
Internal control
current intentions, beliefs or expectations, and any forward-
Internal control systems of the Company are commensurate to the looking statement speaks only as of the date on which it was
nature of its business, as well as the scale and complexity of its made. The Company assumes no obligation to revise or update
activities. Appropriate internal control policies and procedures any forward-looking statements, whether as a result of new
have been established to provide reasonable assurance on the information, future events, or otherwise.
47
Board Report
Dear Members,
Your Directors are pleased to present the 22nd Annual Report on the business and operations of Indigo Paints Limited (“the Company/
your Company”) together with the Audited Financial Statements for the Financial Year ended March 31, 2022.
FINANCIALS
The key highlights of the financial results of your Company for the financial year ended March 31, 2022 and comparison with the
previous financial year ended March 31, 2021 are summarised below:
(H In Lakhs)
Year ended Year ended
Particulars
31st March, 2022 31st March, 2021
Revenue from operations 90,597.48 72,332.47
Less: Expenses 76,999.11 60,080.86
EBITDA 13,598.37 12,251.61
Less:
Finance Cost 133.04 381.31
Depreciation 3,125.08 2,438.95
Add:
Other income 1,089.32 359.37
Profit before Tax 11,429.57 9,790.72
Less: Tax expenses (including deferred Tax) 3,024.77 2,705.71
Profit after Tax 8,404.80 7,085.01
Add/(Less): Total Other Comprehensive Income 13.36 (10.87)
Total Comprehensive Income for the year 8,418.16 7,074.14
OVERVIEW OF COMPANY’S FINANCIAL The payment of final dividend is subject to the approval of the
PERFORMANCE shareholders at the ensuing Annual General Meeting (AGM) of
the Company.
Revenue from Operations of the Company stood at
H 90,597.48 lakhs as against H 72,332.47 lakhs for In view of the changes made under the Income-tax Act, 1961,
the previous year, registering a growth of 25.25 % in the by the Finance Act, 2020, dividends paid or distributed by the
revenue. Company shall be taxable in the hands of the Shareholders.
The Company shall, accordingly, make the payment of the final
Employee Cost as a percentage of Revenue from operations
dividend after deduction of tax at source.
decreased to 6.22% as against 6.68% in the previous years.
EBITDA of the Company stood at H 13,598.37 lakhs as The dividend recommended is in accordance with the Dividend
against H 12,251.61 lakhs for the previous year, registering Distribution Policy of the Company. The Dividend Distribution
a growth of 11 % in EBITDA. Policy, in terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Profit after Tax (PAT) of the Company stood at H 8,404.80 Regulations, 2015 (“Listing Regulations”) is available on the
lakhs as against H 7,085.01 lakhs for the previous year, Company’s website: www.indigopaints.com/investors
registering a growth of 18.63 % in PAT.
The dividend pay-out ratio including the proposed final dividend
of the Company would be 16.98%
DIVIDEND
The Board of Directors at their meeting held on 20th May 2022, RESERVES
has recommended payment of H 3/- (Rupees Three only) per
equity share of the face value of H 10/- (Rupees Ten only) each There is no amount proposed to be transferred to any reserves for
as final dividend for the financial year ended 31st March, 2022. Financial Year 2021-22.
48
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of your Company.
UTILIZATION OF IPO PROCEEDS
Your Company has appointed ICICI Bank Limited as the Monitoring agency in terms of regulation 41(2) of the SEBI (Issue of Capital
& Disclosure Requirements) Regulations, 2018, as amended from time to time, to monitor the utilization of the IPO proceeds. Your
Company obtains the monitoring report from the Monitoring agency every quarter and files the same with both exchanges where the
equity shares of the Company are listed.
Out of the IPO proceeds of H 28,711.21 Lakhs, your Company has utilized the funds as per the below mentioned table:
(H In Lakhs)
Amount utilized Total unutilized
Sr. Amount to be
Particulars as on March Amount as on
No utilized
31, 2022 March 31, 2022
1 Funding capital expenditure for the Proposed Expansion 15,000.00 9,637.55 5,362.45
2 Purchase of tinting machines and gyro shakers 5,000.00 2,506.95 2,493.05
3 Repayment/prepayment of certain borrowings of our 2,500.00 2,500.00 -
Company
4 General corporate purposes* 6,211.21 6,211.21 -
Total 28,711.21 20,855.71 7,855.50
*net of IPO related expenses
The Monitoring Agency Reports are available at the Company’s website at www.indigopaints.com/investors
Further, the details of Utilisation of Net IPO Proceeds for the year ended March 31, 2022 has been provided in notes to the Accounts
of the Financials of the Company.
Your directors confirm that there have been no deviations from the objects as mentioned in the Company’s prospectus dated January
25, 2021.
SHARE CAPITAL
During the year under review there was no change in the authorised or paid up share capital of the Company.
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 Indigo
Paints Employee Stock Option Scheme, 2019 ("ESOS 2019").
The Members of the Company, in the Annual General Meeting held dated September 02, 2021 had ratified the ESOS 2019, owing
to the requirements under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations
2021.
As per Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 the disclosures are as follows:
Sr
Particulars ESOS 2019
No.
1 Number of Options granted 70,750
2 Exercise price or Pricing formula H 10/-
3 Number of Options vested and exercisable -
4 Number of Options exercised -
5 Total number of shares arising out of exercise of Options -
6 Number of Options lapsed (includes forfeited and lapsed options)* 1,000
7 Variation in the terms of the Options -
8 Money realized by exercise of Options (H) -
9 Total number of Options in force 1,18,250
49
10 Employee wise details of options granted to -

A Senior Management Personnel's and Key Managerial Name Options granted
Personnel's Mr. Srihari Santhakumar 500
Mr. Sujoy Bose 750
Mr. Chetan Humane 3,000
Mr. T S Suresh Babu 3,500
B Any other employee who receives a grant in any one year of Mr. Narayanankutty Kottiedath 7,500
option amounting to 5% or more of options granted during the Venugopal
year
C Identified employees who were granted options, during any NA NA
one year, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the
company at the time of grant.
*As approved by the Nomination and Remuneration Committee and Board of Directors of the Company.
The applicable disclosures as stipulated under the Companies Act, employees receive regular performance feedback and we
2013 and SEBI (Share Based Employee Benefits and Sweat Equity) have a People Review process, which identifies development,
Regulations, 2021 are provided in Annexure A to this Report. opportunities and plan the development journey for our managerial
talent pipeline. This has also strengthened the employee and
management relationship.
CREDIT RATING
An organisation wide employee pulse survey was also conducted
As your Company has not availed any credit facility, there was
in the year under review. The survey was anchored around several
no requirement for obtaining any credit rating.
drivers such as perception of their work environment, leadership,
career goals, collaboration, rewards and recognition. Based on
INVESTOR EDUCATION AND PROTECTION the outcome of the survey, several initiatives have been taken up
FUND (IEPF) across the organisation to address the identified gaps.
During the year under review, the Company had not transferred any Employee Welfare and Policies
amount or Shares to the Investor Education and Protection Fund.
It is crucial for us to understand what motivates and engages
our employees and how they perceive their work environment.
HUMAN RESOURCES & EMPLOYEE RELATIONS
Therefore, we encourage open and regular dialogue between
During the year under review, the Human Resources department managers and their team members, conduct surveys and offer a
of the Company focused on effective execution of plans through framework which ensures they feel comfortable to speak up, raise
its qualified workforce. During the Covid-19 pandemic, the prime concerns and are empowered to initiate improvements.
responsibility of the Company’s HR function was to work towards
Our Company has a comprehensive Human Resource (HR)
restoring the entire support ecosystem for ensuring employee health
policy framework, which includes maternity leave, insurance
and well-being. This required steps such as workforce planning,
for employees and their families; and flexible timings that help
increased digitalisation of HR systems, strengthening of medical
employees establish a work-life balance. There are several
facilities, health monitoring and continuous communication.
sessions conducted every month to sensitise employees regarding
These steps built confidence among the employees, who in-
their physical- mental health and well-being.
turn extended full support by adapting to the changed working
patterns and conditions. Diversity and Inclusion at workplace helps nurture innovation, by
leveraging the variety of opinions and perspectives coming from
Employee Performance & Engagement
employees with diverse age, gender and ethnicity. The company
To ensure our employees’ financial, social, mental and physical embarks conscious steps towards increasing the diversity and
wellbeing throughout all stages of their lives while employed at inclusion across the organisation.
the Company, we offer a wide range of benefits. The Company
We firmly believe in the Equal Employment and Opportunity
has in place an Employee Stock Option Policy to retain and
policy do not discriminate on the pay and conditions of
attract skilled and experienced personnel.
employment between our male and female workers engaged in
To expand and plan our talent pipeline we have a 360-degree a similar role. Similarly pay and conditions of employment are not
collective feedback in place. This enables us to develop, groom discriminated on grounds of race, religion, caste, creed or any
and elevate these leaders. This approach is directly linked to such ground. Decisions pertaining to recruitment, promotions and
our compensation framework and promotion process. All our performance evaluations are all done strictly basis of merit and
performance only.
50
Digital Transformation and Redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
The Company has embarked on a digital transformation of its (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
human resource management systems to bring in more innovation, thereunder. An Internal Complaints Committee (‘ICC’) is in place
agility and operational excellence as well as create value for the for all works and offices of the Company to redress complaints
employees. The mobile app helps employees to manage leaves, received regarding sexual harassment.
documents, payroll and all the other notifications and events
happening across the organisation.
DIRECTORS & KEY MANAGERIAL PERSONNEL
An online expense management module has been introduced to
provide employees an option to file their expenses digitally. The appointment and remuneration of Directors are governed
by the Policy devised by the Nomination and Remuneration
The Company is focusing comprehensively on people analytics Committee of your Company. The detailed Nomination and
to measure the effectiveness of the HR programmes and identify Remuneration Policy is contained in the Corporate Governance
mechanisms to make meaningful business decisions based on Section of the Annual Report.
trends, patterns and feedbacks.
Your Company’s Board comprises of the following Directors and
Building Talent Key Managerial Personnels:
The Company has a rich legacy of nurturing talent and creating Sr Name of the Director &
business leaders from within its ranks and takes pride in the fact Designation
No. KMP
that majority of the senior leadership positions today are occupied
1. Mr. Hemant Kamala Jalan Chairman and
by those who have built their entire career with the Company.
Managing Director
The management is committed to a robust succession plan at 2. Ms. Anita Hemant Jalan Executive Director
every level and towards this a comprehensive leadership 3. Mr. Narayanankutty Kottiedath Executive Director
development initiative is in progress to identify, groom and retain Venugopal
high potentials across departments. 4. Ms. Nupur Garg Independent Director
5. Mr. Sunil Badriprasad Goyal Independent Director
A structured recruitment process has helped your Company 6. Mr. Praveen Kumar Tripathi Independent Director
attract the right talent at all levels. Entry level candidates now
7. Mr. Ravi Nigam Independent Director
respond to different approaches, for example social media,
8. Ms. Sakshi Vijay Chopra Non-Executive
campus engagement, job boards as well as look for an authentic
Nominee Director
Employee Value Proposition. We have adopted a number of
9. Mr. Ravi Shankar Venkataraman Non-Executive
these approaches. At the same time, in line with our focus on
Ganapathy Agraharam Alternate Director
internal mobility, we have continued our efforts to retain expertise
10. Mr. Sujoy Sudipta Bose Company Secretary &
and experience by providing attractive career opportunities.
Compliance Officer
Internal mobility also helps us turn necessary restructuring into an
11. Mr. Chetan Bhalchandra Chief Financial Officer
opportunity.
Humane
Employee and Leadership Development
The constitution of the Board of the Company is in accordance
Your Company is committed to helping its employees develop with Section 149(6) of the Companies Act, 2013 and Regulation
the knowledge, skills and abilities needed for continued success, 17 of the SEBI (Listing Obligations and Disclosure Requirements)
and encourages professional development throughout each Regulations, 2015.
employee’s career. Through a well-structured training process, the
Further, in terms of the regulatory requirements, the name of every
Company conducts training for the workforce which in turn helps
Independent Director is to be registered in the online database of
the workforce to improve their efficiencies and capabilities.
Independent Directors maintained by Indian Institute of Corporate
To ensure we develop future leaders in the Company, we provide Affairs, Manesar (“IICA”). Accordingly, the Independent Directors
a number of cross divisional programs to foster management and of the Company have registered themselves with the IICA for the
leadership skills. The purpose is to equip our people with the said purpose.
necessary qualities to lead the organization through change,
The Board of Directors of your Company, at its meeting held
develop their teams, manage performance and ensure business
on 05th August, 2022 and pursuant to the recommendation
success in line with the Company’s strategy and our values and
of Nomination and Remuneration Committee, approved the
beliefs.
reappointment of Mr. Hemant Kamala Jalan, as the Managing
Employee Relations & Compliance Director of the Company for a period of 5 (five) years commencing
from 1st March, 2023 and ending on 29th February, 2028
The Company has zero tolerance for sexual harassment at based on the terms and conditions as set out in the draft
workplace and has adopted a Policy on Prevention, Prohibition Agreement between the Company and Mr. Jalan.
51
An appropriate resolution seeking your approval to his re- The details with respect to the composition, terms of reference, number
appointment as a Managing Director is included in the Notice of meetings held and business transacted business transacted by
to AGM. 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.
KEY MANAGERIAL PERSONNEL (KMP):
During the year under review, a separate meeting of the
During the year under review, there was no change in the Key
Independent Directors was held on June 07, 2021, with no
Managerial Personnel of the Company.
participation of Non- Independent Directors or the Management
In terms of the Companies Act, 2013, the following are the KMPs of the Company. The Independent Directors had discussed and
of the Company as on March 31, 2022: reviewed the performance of the Non-Independent Directors and
the Board as a whole and also assessed the quality, quantity and
Mr. Hemant Kamala Jalan- Managing Director timeliness of the flow of information between the Management
Mr. Chetan Bhalchandra Humane- Chief Financial Officer and the Board, which is necessary for the Board to effectively
Mr. Sujoy Sudipta Bose- Company Secretary and reasonably perform its duties.
DIRECTORS RETIRING BY ROTATION BOARD EVALUATION
Mr. Hemant Kamala Jalan, Executive Director, is liable to retire In terms of requirements of the Companies Act, 2013 read with the
by rotation and being eligible for re-appointment at the ensuing Rules issued thereunder and SEBI (Listing Obligations and Disclosure
Annual General Meeting (“AGM”) of your Company, has offered Requirements) Regulations 2015, the Board is required to carry out
himself for re-appointment. His details as required under the SEBI the annual performance evaluation of the Board of Directors as a
(Listing Obligations and Disclosure Requirements) Regulations, whole, Committees of the Board and individual Directors.
2015 are contained in the accompanying Notice convening the
Your Company understands the requirements of an effective Board
ensuing AGM of your Company.
Evaluation process and accordingly conducts the Performance
An appropriate resolution seeking your approval to his re- Evaluation in respect of the following:
appointment as Director is included in the Notice to AGM.
i. Board of Directors as a whole.
ii. Committees of the Board.
DECLARATION FROM INDEPENDENT DIRECTORS
iii. Individual Directors including the Chairperson of the Board
The Company has received necessary declaration from each of Directors.
Independent Director under Section 149(7) of the Companies
In compliance with the requirements of the provisions of Section
Act, 2013, that he/she meets the criteria of independence
178 of the Companies Act, 2013, the SEBI (Listing Obligations
laid down in Section 149(6) of the Companies Act, 2013
and Disclosure Requirements) Regulations, 2015 and the
and Regulation 25 of SEBI (Listing Obligations and Disclosure
Guidance Note on Board Evaluation issued by SEBI, your
Requirements) Regulations, 2015.
Company has carried out a Performance Evaluation process
internally for the Board/Committees of the Board/Individual
BOARD AND COMMITTEE MEETINGS Directors including the Chairperson of the Board of Directors for
the financial year ended 31st March, 2022.
Your Board of Directors met 4 (Four) times during the financial
year 2021-22. The details of the meetings and the attendance of The Board on the recommendation of Nomination & Remuneration
the Directors are mentioned in the Corporate Governance Report. Committee has adopted the ‘Remuneration and Evaluation Policy’
for selection, appointment and remuneration of Directors and
The Board of Directors of your Company have formed various Senior Management Personnel including criteria for determining
Committees, as per the provisions of the Companies Act, 2013 qualifications, positive attributes, independence of a director and
and as per SEBI (Listing Obligations and Disclosure Requirements) other matters as required by the Companies Act, 2013. Necessary
Regulations, 2015 and as a part of the best corporate governance diversity in the board was ensured. Detailed policy is available at
practices, the terms of reference and the constitution of these Company’s website www.indigopaints.com/investors
Committees is in compliance with the applicable laws and to
ensure focused attention on business and for better governance The key objectives of conducting the Board Evaluation process
and accountability. The constituted Committees are as below: were to ensure that the Board and various Committees of the Board
have appropriate composition of Directors and they have been
a) Audit Committee; functioning collectively to achieve common business goals of your
b) Nomination and Remuneration Committee; Company. Similarly, the key objective of conducting performance
c) Stakeholders Relationship Committee; evaluation of the Directors through individual assessment and peer
assessment was to ascertain if the Directors actively participate
d) Corporate Social Responsibility Committee and;
in the Board/Committee Meetings and contribute to achieve the
e) Risk Management Committee;
common business goals of the Company.
52
The Directors carry out the aforesaid Performance Evaluation in ACCOUNTING TREATMENT
a confidential manner and provide their feedback on a rating
scale of 1-5. The Accounting Treatment is in line with the applicable Indian
Accounting Standards (IND-AS) as recommended by the Institute
Also, the Board was of the opinion that the Directors and Board of Chartered Accountants of India (ICAI) and prescribed by the
collectively stand the highest level of integrity and all members of Central Government.
the Board had specified skill set and experience required for the
Company.
AUDITORS
(a) Statutory Auditors:
FAMILIARISATION PROGRAMME
In accordance with the provisions of section 139 of the
Pursuant to the SEBI (Listing Obligations and Disclosure Companies Act 2013 and the rules made thereunder
Requirements) Regulations 2015, the Company has worked out a M/s. SRBC & Co LLP. Chartered Accountants, bearing
Familiarisation Programme for the Independent Directors, with a FRN 324982E/E300003 were appointed as the statutory
view to familiarise them with their role, rights and responsibilities in auditors of the Company, for a period of five years at the 19th
the Company, nature of Industry in which the Company operates, Annual General Meeting held on 30th September, 2019.
business model of the Company etc. Through the Familiarisation
Programme, the Company apprises the Independent directors The Auditors have issued an unmodified opinion on audited
about the business model, corporate strategy, business plans, financial statements of the Company for the year ended
finance human resources, technology, quality, facilities, risk 31st March, 2022. The Report given by the Auditors on the
management strategy, governance policies and operations of the financial statements of the Company is part of the Annual
Company. Details of Familiarisation Programme of Independent Report. There has been no qualification, reservation, adverse
Directors with the Company are available on the website of the remark or disclaimer given by the Auditors in their Report.
Company www.indigopaints.com/investors
(b) Cost Auditors:
SUBSIDIARY COMPANIES, ASSOCIATES & Your Company is not required to maintain cost records as
JOINT VENTURES specified under Section 148(1) of the Companies Act,
2013, and hence, no cost auditors have been appointed.
Your Company does not have any subsidiaries, associates and
Joint ventures. (c) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies

RELATED-PARTY TRANSACTIONS Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
In accordance with the requirements of the Companies
Regulation 24A of SEBI Listing Regulations, Mr. Sushant
Act, 2013 and SEBI (Listing Obligations and Disclosure
Kulkarni, Partner of M/s. ARKS and Associates, Practising
Requirements) Regulations, 2015, your Company has a
Company Secretaries had been appointed as Secretarial
Policy on Related-Party Transactions which can be viewed at
Auditor, to undertake Secretarial Audit of the Company for
www.indigopaints.com/investors
the financial year 2021-22. The report of the Secretarial
There were no material transaction with related parties during the Auditor in the prescribed Form MR-3 is annexed to this report
year under review as defined under the SEBI (Listing Obligations as Annexure B.
and Disclosure Requirements) Regulations, 2015.
The secretarial auditor’s report has no qualifications for the
Accordingly, the disclosure of transactions entered into with financial year 2021-22
related parties pursuant to the provisions of Section 188(1) of
the Companies Act, 2013 and Rule 8(2) of the Companies (d) Internal Auditors:
(Accounts), Rules 2014 in Form AOC-2 is not applicable.
Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and The Companies (Accounts) Rules, 2014,
PUBLIC DEPOSITS Mr. Srihari Santhakumar, Deputy General Manager-Finance,
No public deposits have been accepted by your Company was appointed by the Board of Directors to conduct internal
during the year under review. audit of your Company for the financial year 2021-22.
PARTICULARS OF LOANS, GUARANTEES OR INSTANCES OF FRAUD, IF ANY, REPORTED BY

INVESTMENTS THE AUDITORS
No Loans, guarantees or investments have been made by the During the year under review, the Statutory Auditors, Secretarial
Company during the financial year March 31, 2022. Auditors and Internal Auditor have not reported any instances of
53
fraud committed in the Company by its officers or employees to - Prompt implementation of remedial action plans arising out
the Audit Committee under section 143(12) and Rule 13 of the of tests conducted
Companies (Audit and Auditors) Rules, 2014 of the Companies
- Regular follow-up of these action plans by senior management
Act, 2013.
In addition, the Internal Auditor performs periodic audits in
DIRECTORS’ RESPONSIBILITY STATEMENT accordance with the pre-approved plan. He reports on the
adequacy and effectiveness of the internal control systems and
Pursuant to Section 134(5) of the Act, the Board of Directors, to provides recommendations for improvements.
the best of its knowledge and ability, confirm that:
Audit findings along with management response are shared with
a. The Annual Accounts have been prepared in conformity the Audit Committee. Status of action plans are also presented
with the applicable Accounting Standards and there are no to the Audit Committee which reviews the steps taken by the
material departures; management to ensure that there are adequate controls in design
b. They have selected such Accounting Policies and applied and operation.
them consistently, and made judgements and estimates that
The Certificate provided by Managing Director and Chief
are reasonable and prudent so as to give a true and fair
Financial Officer in the Corporate Governance Report discusses
view of the affairs of the Company at the end of Financial
the adequacy of the internal control systems and procedures.
Year 2021-22 and of the profit for that period;
c. Proper and sufficient care has been taken and that adequate
DETAILS OF APPLICATION MADE OR
accounting records have been maintained in accordance
ANY PROCEEDING PENDING UNDER THE
with the provisions of the Act for safeguarding the assets of
INSOLVENCY AND BANKRUPTCY CODE, 2016
the Company; and for prevention and detection of fraud and
(31 OF 2016) DURING THE YEAR
other irregularities;
d. The Annual Accounts have been prepared on a going Your Company confirms that there has been no application or
concern basis; any proceedings pending under the Insolvency and Bankruptcy
Code, 2016 (“the Code”) during the year under review. Your
e. The internal financial controls laid down by the Company Company further confirms there are no past applications or
were adequate and operating effectively; and proceeding under the Code.
f. The systems devised to ensure compliance with the provisions
of all applicable laws were adequate and operating CONSERVATION OF ENERGY, TECHNOLOGY
effectively. ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
RISK AND CONTROL
As required by the Companies Act, 2013, read with the
Through the Risk Management Committee, the Board of Directors Companies (Accounts) Rules, 2014, the relevant data pertaining
oversees your Company’s Risk Management. to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given as below:
Risk Management Policy
A. Energy conservation measures taken:
Your Company has adopted a Risk Management Policy wherein all
material risks faced by the Company are identified and assessed. Installation of Solar Panels at one factory location.
The Company has formed a Risk Management Committee which
Capacitor Panel installed for one factory location.
defines the Company’s approach towards risk management and
includes collective identification of risks impacting the Company’s B. Technology Absorption:
business its process of identification and mitigation of such risks.
The Risk Management Policy is uploaded on the website of the Your Company focuses greatly on Research and Development
Company and can be viewed through the following web link: (R&D) for developing innovative products for its consumers.
www.indigopaints.com/investors R&D is a continuous activity to create differentiated products
so as to maintain the technological edge in the market.
Internal Control Systems
The natures of activities carried out by R&D team are as
Your Company is committed in maintaining the highest standards follows:
of internal controls. We have deployed controls through
appropriate policies, procedures and implemented a robust Offering premium product with multifunctional use.
Internal Financial Control system that encompasses the following: Upgrading our current products to meet the needs of the
- Key processes affecting the reliability of the Company’s consumer.
financial reporting together with the required controls Value generation via formula optimization, new
- Periodic testing of controls to check their operational sourcing, process efficiency and usage of alternative
effectiveness raw material to enhance profitability.
54
Development of new lab testing methods for faster MATERIAL CHANGES AND COMMITMENT
approval of raw materials. AFFECTING FINANCIAL POSITION OF THE
Continuous benchmarking of our product with other
COMPANY
market players. There were no material changes during the year affecting
financial position of the Company.
New product developed in the financial year 2021-22 is as
follows:
MATERIAL ORDERS OF REGULATORS/COURTS/
Anti-Odor Paint for Kitchen and Bathrooms TRIBUNALS
Rustic Texture Finish
No significant or material orders were passed by the Regulators
C. The foreign exchange earnings and outgo or Courts or Tribunals which impact the going concern status and
during the reporting period is as under: Company’s operations in the future.
FOREIGN EXCHANGE EARNINGS AND OUTGO SHARE REGISTRAR & TRANSFER AGENT (R&T)
(J in lakhs)
Foreign exchange inflows - Link Intime India Private Limited is the Registrar and Transfer Agent
of the Company.
Foreign exchange outflows 2,003.91
They were appointed as the Registrar and Share Transfer Agent of
CORPORATE SOCIAL RESPONSIBILITY (CSR) the Company with effect from February 15, 2021.
Your Company’s CSR Policy statement and annual report on the

PARTICULARS OF EMPLOYEES
CSR activities undertaken during the financial year ended 31st
March 2022, in accordance with Section 135 of the Companies 1 employee is in receipt of remuneration of not less than
Act, 2013 and Companies (Corporate Social Responsibility H 1,02,00,000/- (Rupees One crore and two lakh) who is
Policy) Rules, 2014 is annexed to this report as Annexure C. employed throughout the year. No employee was employed for
part of the year.
As per the provisions of Section 135 of the Companies Act,
2013, every Company falling under the applicability of Disclosures concerning the remuneration of Directors, KMPs
Corporate Social Responsibility is required to spend 2% of its and employees as per Section 197(12) of the Companies Act,
average net profits of previous three years on the activities given 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies
under Schedule VII of the Companies Act, 2013, and CSR (Appointment and Remuneration of Managerial Personnel) Rules,
policy adopted by the Board of Directors. The Company has 2014 is annexed to this Report in Annexure D. Your Directors
spent a total amount of H 1,25,87,000/- during financial year affirm that the remuneration is as per the remuneration policy of
2021 - 22. the Company.
During the year under review your Company has been actively
involved in CSR activities. Your Company has carried out CSR MANAGEMENT DISCUSSION AND ANALYSIS
activities in fields of education and women empowerment. REPORT
Your Company has spent the requisite amount in line with the
The Management Discussion and Analysis Report for the year
recommendations by the CSR Committee and approval of the
under review, as stipulated under Regulation 34 of the (Listing
Board of Directors of your Company.
Obligations Disclosures Requirements), Regulations, 2015 is
The Composition of CSR Committee and meetings of the CSR presented in a separate section forming part of the Annual Report
Committee held during the year has been disclosed in the of the Company.
“Corporate Governance Report”.
CORPORATE GOVERNANCE
PREVENTION OF INSIDER TRADING
Report on Corporate Governance and Certificate by the Practicing
Your Company has adopted a Code of Conduct for Prevention of Company Secretary regarding compliance of the conditions
Insider Trading, in accordance with the requirements of Securities of Corporate Governance as stipulated in Part C of Schedule
and Exchange Board of India (Prohibition of Insider Trading) V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, as amended from time to time. Regulations, 2015, are provided in a separate section and forms
a part of the Annual Report of the Company.
The Company Secretary is the Compliance Officer for monitoring
adherence to the said Regulations. The Code is displayed on the
Company’s website at www.indigopaints.com/investors
55
BUSINESS RESPONSIBILITY REPORT OTHER DISCLOSURES
A Business Responsibility Report describing the initiatives taken In terms of the applicable provisions of the Companies Act,
by the Company from an environmental, social and governance 2013 and SEBI (Listing Obligations and Disclosure Requirements)
perspective, as required in terms of the provisions of Regulation Regulations, 2015, your Company additionally discloses that,
34(2)(f) of SEBI Listing Regulations, separately forms part of the during the year under review no disclosure or reporting is required
Annual Report. with respect to the following:
Issue of equity shares with differential rights as to dividend,

STATEMENT UNDER SEXUAL HARASSMENT voting or otherwise;
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013 Issue of Sweat equity shares; and
Buyback of shares
Your Company has in place a Prevention of Sexual Harassment
Policy in line with the requirements of the Sexual Harassment of Your Company has not taken any debt and therefore, the details
Women at Workplace (Prevention, Prohibition and Redressal) of difference between amount of the valuation done at the time
Act, 2013. An Internal Complaints Committee (ICC) has been set of one-time settlement and the valuation done while taking loan
up to redress complaints received regarding sexual harassment. from the Banks or Financial Institutions in accordance with the
All employees (permanent, contractual, temporary, trainees) are disclosure requirements under Rule 8 (5) of Companies (Accounts)
covered under this Policy. Rules, 2014 is not applicable.
During the year under review, your Company has not received
any complaints on sexual harassment. CAUTIONARY STATEMENT
Statements in the Board’s Report and the Management Discussion

VIGIL MECHANISM & Analysis Report describing the Company’s objectives,
expectations or forecasts may be forward-looking within the
Your Company has formulated a Vigil Mechanism and Whistle
meaning of applicable laws and regulations. Actual results may
Blower Policy intending to provide a mechanism for employees
differ from those expressed in the statements.
to report violations. 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, ACKNOWLEDGEMENTS
giving feedback, conducting investigations and taking
disciplinary actions. It also provides assurances and guidelines Your Directors wish to convey their gratitude and appreciation to
on confidentiality of the reporting process and protection from all the employees of the Company posted at all its locations for
reprisal to complainants. their tremendous personal efforts as well as collective dedication
and contribution to the Company’s performance.
Any incident that is reported is investigated and suitable action is
taken in line with the Policy. Your Directors would also like to thank the employee unions,
shareholders, customers, dealers, suppliers, bankers,
The Whistle Blower Policy of your Company is available on the Government and all other business associates, consultants and
website of the Company and can be viewed at the web link all the stakeholders for their continued support extended to the
www.indigopaints.com/investors Company and the Management.
Your Company had received 1 (one) complaint under the Whistle

Blower Policy during the year under preview.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule

12 of the Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on the For and on behalf of the Board of Directors
website of the Company www.indigopaints.com/investors.
For Indigo Paints Limited
SECRETARIAL STANDARDS (formerly known as Indigo Paints Private Limited)
Your Directors state that applicable Secretarial Standards, i.e.,

SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ Mr. Hemant Kamala Jalan
and ‘General Meetings’, respectively, have been duly followed Place: Pune Chairman and Managing Director
by the Company. Date: August 05, 2022 DIN: 00080942
56
Annexure A
AS PER THE DISCLOSURE REQUIREMENT SPECIFIED UNDER SEBI (SHARE-BASED EMPLOYEE BENEFITS
AND SWEAT EQUITY) REGULATIONS, 2021 AND SECTION 62(1)(B) OF THE COMPANIES ACT, 2013
READ WITH RULE 12(9) OF THE COMPANIES (SHARE CAPITAL & DEBENTURES) RULES, 2014, THE
FOLLOWING INFORMATION IS DISCLOSED WITH RESPECT TO EMPLOYEE STOCK OPTIONS SCHEME
Details of Employee Stock Option Scheme, 2019 (“ESOS, 2019”)

I. Description of each ESOP that existed at any time during the year:
1. Date of shareholders’ approval March 28, 2019
2. Total number of options approved under ESOP 2,50,000
3. Vesting requirements Options granted under this Scheme shall vest for 48 months
from the date of grant
4. Exercise price or pricing formula H 10/-
5. Maximum term of options granted Options vested under this Scheme shall be exercised within
36 months from the date of vesting
6. Source of shares (Primary, Secondary or combination) Primary
7. Variation in terms of options NIL
II. Method used to account for ESOP: Fair Value

III. Option Movement during the year:
1. Number of options outstanding at the beginning of the year 48,500
2. Number of options granted during the year 70,750
3. Number of options forfeited/lapsed during the year* 1,000
4. Number of options vested but not exercised during the year NIL
5. Number of options exercised during the year NIL
6. Total number of shares arising as a result of exercise of options NIL
7. Money realised by exercise of options (H) NIL
8. Number of options outstanding at the end of the year 1,18,250
9. Number of options exercisable at the end of the year NIL
*As approved by the Nomination and Remuneration Committee and Board of Directors of the Company.
IV. Weighted-average exercise price of options granted

during the year whose:
i. Exercise price equals market price NA
ii. Exercise price is greater than market price NA
iii. Exercise price is less than market price 70,750
V. Employee-wise details of options granted during the

financial year 2021-22 to:
i. Senior Managerial Personnel and Key Managerial Personnel Name Options granted
Mr. Srihari Santhakumar 500
Mr. Sujoy Bose 750
Mr. Chetan Humane 3,000
Mr. T S Suresh Babu 3,500
ii. Employees who were granted, during any one year, options Mr. Narayanankutty 7,500
amounting to 5% or more of the options granted during the year Kottiedath Venugopal
iii. Identified employees who were granted options, during any one NA NA
year, equal to or exceeding 1% of the issued capital (excluding NA NA
outstanding warrants and conversions) of the Company at the time of
grant
57
Method and Assumptions used to estimate the fair value of options granted during the year:
The fair value has been calculated using the Black Scholes Option Pricing Model
The Assumptions used in the model are as follows:
Particulars
1. Risk-Free Interest Rate 5.00%
2. Expected Life 4 Years
3. Expected Volatility 33%
4. Dividend Yield 1.26%
5. Price of the underlying share in market at the time of the option grant (H) H 2390.59
58
Annexure B
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
FOR THE FINANCIAL YEAR ENDED 31.03.2022
To,
The Members,
Indigo Tower, Street-5, Pallod Farm-2,
Baner Road Pune - 411045
I/We have conducted the secretarial audit of the compliance (b) The Securities and Exchange Board of India (Prohibition
of applicable statutory provisions and the adherence to good of Insider Trading) Regulations, 2015;
corporate practices by Indigo Paints Ltd. (hereinafter called the
(c) The Securities and Exchange Board of India (Issue of
company). Secretarial Audit was conducted in a manner that
Capital and Disclosure Requirements) Regulations,
provided me/us a reasonable basis for evaluating the corporate
2018;
conducts/statutory compliances and expressing my opinion
thereon. (d) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008; (Not
Based on my/our verification of the Indigo Paints Ltd.’s books,
applicable to the Company during the Audit period).
papers, minute books, forms and returns filed and other records
maintained by the company and also the information provided by (e) The Securities and Exchange Board of India (Registrars
the Company, its officers, agents and authorized representatives to an Issue and Share Transfer Agents) Regulations,
during the conduct of secretarial audit, I hereby report that in my 2018 regarding the Companies Act and dealing with
opinion, the company has, during the audit period covering the client;
financial year ended on 31st March, 2022 complied with the
statutory provisions listed hereunder and also that the Company (f) The Securities and Exchange Board of India (Delisting
has proper Board-processes and compliance-mechanism in place of Equity Shares) Regulations, 2009; (Not applicable to
to the extent, in the manner and subject to the reporting made the Company during the Audit period).
hereinafter: (g) The Securities and Exchange Board of India (Buyback
of Securities) Regulations, 2018; (Not applicable to the
I have examined the books, papers, minute books, forms and
Company during the Audit period).
returns filed and other records maintained by Indigo Paints Ltd.
(“the Company”) for the financial year ended on 31stMarch, (h) Securities and Exchange Board of India (Share Based
2022, according to the provisions of: Employee Benefits) Regulations, 2014;
i) The Companies Act, 2013 (the Act) and the rules made (i) The Securities and Exchange Board of India (Share
thereunder; Based Employee Benefits And Sweat Equity) Regulations,
2021.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the rules made thereunder; (vi) I further report that, having regard to the compliance system
prevailing in the Company and on the examination of the
(iii) The Depositories Act, 1996 and the Regulations and Bye-
relevant documents and records in pursuance thereof on test-
laws framed thereunder;
check basis, the Company has complied with the following
(iv) Foreign Exchange Management Act, 1999 and the rules laws applicable specifically to the Company:
and regulations made thereunder to the extent of Foreign
(a) The Environment Protection Act, 1986.
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings; (b) Air (Prevention and Control of Pollution) Act, 1981 and
Air (Prevention and Control of Pollution) Rules, 1982.
(v) The following Regulations and Guidelines prescribed under
the Securities and Exchange Board of India Act, 1992 (‘SEBI (c) Water (Prevention and Control of Pollution) Act, 1974
Act’):- and Water (Prevention and Control of Pollution) Rules,
1975.
(a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, (d) Hazardous and other wastes (Management and
2011; Transboundary Movement) Rules, 2016.
59
(e) The Manufacture, Storage and Import of Hazardous (i) During the Financial period under review the Board of
Chemicals Rules, 1989. Directors submitted the quarterly Statement of Deviation
and Variation on use of proceeds of the IPO of the
(f) Professions Tax Company along with the Monitoring Report issued by
the ICICI Bank Ltd reviewed by Audit Committee of the
(g) Provident Funds and Miscellaneous Provisions Act,
company for each quarter as required under Regulation
1952
32 of SEBI (Listing Obligations and Disclosure
(h) Employees’ State Insurance Act, 1948. Requirements) 2015.
I have also examined compliance with the applicable (ii) During the Financial period under scrutiny,
clauses of the following: the Company vide its Board Meeting dated
6th August 2021 has ratified its existing ESOP Scheme
(i) Secretarial Standards (SS-1 and SS-2) issued by The namely “Indigo Paints- ESOS 2019” and later the
Institute of Company Secretaries of India. shareholders has ratified the same at the Annual General
Meeting (AGM) held on 2nd September 2021 in
(ii) The Listing Agreements entered into by the Company
accordance with the requirements under the Securities and
with BSE Limited and the National Stock Exchange of
Exchange Board of India (Share Based Employee Benefits
India Limited read with the Securities and Exchange
and Sweat Equity) Regulations, 2021.
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. (iii) During the period under review the consent of Board
was accorded to grant an aggregate of 70,750 stock
During the period under review the Company has complied
options to the employees on such terms and conditions
with the provisions of the Act, Rules, Regulations, Guidelines,
as agreed by the Board in the resolution passed in its
Standards, etc. mentioned above.
meeting held on 6th August 2021.
I FURTHER REPORT THAT (iv) During the period under scrutiny the Company has
complied with all the Statutory Compliances as
The Board of Directors of the Company is duly constituted required under SEBI (Listing Obligations and Disclosure
with proper balance of Executive Directors, Non-Executive Requirements) 2015.
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during (v) During the Financial Year under scrutiny, all the necessary
the period under review were carried out in compliance compliances with respect to Corporate Governance as
with the provisions of the Act. Adequate notice is given to specified under SEBI (Listing Obligations and Disclosure
all directors to schedule the Board Meetings, agenda and Requirements) 2015 namely Constitution of Board
detailed notes on agenda were sent at least seven days and its Committees, Committee meetings, Periodic
in advance, and a system exists for seeking and obtaining Disclosures, Code of Conduct etc were adhered to by
further information and clarifications on the agenda items the Company.
before the meeting and for meaningful participation at the
meeting. Majority decision is carried through while the
dissenting members’ views are captured and recorded as
part of the minutes.
I further report that there are adequate systems and

processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
I further report that during the audit period following CS Sushant Vikas Kulkarni
are the specific events and actions which have a major Partner
bearing on the company’s affairs in pursuance of the above FCS No: 9823
referred laws, rules, regulations, guidelines, standards, etc. Place: Pune C P No.: 10197
referred to above: Date: May 20,2022 UDIN: F009823D000349316
60
Annexure C
Annual Report on Corporate Social Responsibility (CSR) Activities
[Pursuant to Section 135 of the Companies Act, 2013 (“the Act”) read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014]
1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY:
CSR has been a long-standing commitment at Indigo Paints Limited (“Company”) and forms an integral part of our activities. Being
a responsible corporate citizen, the Company is committed to perform its role towards the society at large. In alignment with its
vision, the Company always works towards adding value to its stakeholders by going beyond business goals and contributing to
the wellbeing of the community. Its contribution to the social sector development includes several pioneering interventions, and is
implemented through the involvement of stakeholders within the Company, the Group and the broader community.
The company continues to assist girl children from an underprivileged background towards their education thus contributing for the
better future of these girls and largely for the society. The Company is also engaged with a leading NGO to empower and educate
various NGO's in the neighbourhood (working on women related issues), to make them self-reliant and improve their effectiveness.
2. COMPOSITION OF CSR COMMITTEE:
Number of Number of meetings

Sr. Designation / Nature meetings of CSR of CSR Committee
Name of Director
No. of Directorship Committee held attended during the
during the year year
1 Hemant Kamala Jalan Chairman and Managing 2 2
Director
2 Anita Jalan Executive Director 2 2
3 Praveen Kumar Ramniranjan Non-Executive 2 2
Tripathi Independent Director
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed
on the website of the company: www.indigopaints.com/investors
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report): N/A
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and amount required for set off for the financial year, if any
Amount available for set- Amount required to be set-

Sr.
Financial Year off from preceding financial off for the financial year, if
No.
years (in J) any (in J)
1 2021-22 34,438 N/A
6. Average net profit of the company as per section 135(5).: H 62,62,26,480/-
7. (a) Two per cent of average net profit of the company as per section 135(5): H 1,25,24,529/-
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
(c) Amount required to be set off for the financial year, if any: NIL
(d) Total CSR obligation for the financial year (7a+7b-7c): H 1,25,24,529/-
61
8. (a) CSR amount spent or unspent for the financial year:
Amount Unspent (in J)

Total Amount transferred to Amount transferred to any fund specified
Total Amount Spent for
Unspent CSR Account as per under Schedule VII as per second proviso to
the Financial Year. (in J)
section 135(6). section 135(5).
Amount. Date of transfer. Name of the Fund Amount Date of transfer.
H 1,25,87,000 N/A N/A N/A N/A N/A
(b) Details of CSR amount spent against ongoing projects for the financial year: N/A
(2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Item Mode of
Amount Implementation
from the Location of Amount Amount transferred to - Through
list of Local the project Mode of
Sr. No. Name allocated spent in Unspent CSR Implementing
activities area Project Implementation
of the for the the current Account for Agency
in (Yes/ duration - Direct (Yes/
Project project financial the project as
Schedule No) No) CSR
(in J) Year (in J) per Section
VII to State District Name Registration
135(6) (in J)
the Act number
--- --- --- --- --- --- --- --- --- --- --- --- ---
Total --- --- --- --- --- --- --- --- --- --- --- ---
(c) Details of CSR amount spent against other than on-going projects for the financial year:
(2) (3) (4) (5) (8) (10) (11)

Mode of Implementation
Location of Amount
Local Mode of - Through Implementing
Sr. Item from the list of the project. spent in Agency
No. Name of activities in Schedule
area
the current
Implementation
the Project (Yes/ - Direct (Yes/ CSR
VII to the Act. financial
No) State District No). Name Registration
Year (in J)
number.
1 Educare Item ii as per Schedule Yes State of 60,87,000 No Payal Jalan CSR00019184
VII of the Companies Act, Maharashtra and Charitable
2013 Pune District Trust
2 Grassroot Item ii as per Schedule Yes State of 50,00,000 No CORO CSR00006169
Leadership VII of the Companies Act, Maharashtra and INDIA
Development 2013 Pune District
Program
(GLDP)
3 Covid-19 As per General Circular no. No Across 15,00,000 No United Way CSR00000324
relief 10/2020/05/01/2019- India of Bengaluru
CSR, various other circulars Government -
issued by MCA in this of Tamil
regards and Schedule VII of Nadu
the Companies Act, 2013
Total 1,25,87,000 --- --- ---
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): H 1,25,87,000/-
(g) Excess amount for set off, if any: Nil
Sr.
Particulars Amount (in J)
No.
(i) Two percent of average net profit of the company as per section 135(5) 1,25,24,529
(ii) Total amount spent for the Financial Year 1,25,87,000
(iii) Excess amount spent for the financial year [(ii)-(i)] 62,471
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous 34,438
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 96,909
62
9. (a) Details of Unspent CSR amount for the preceding three financial years
Amount transferred to
Amount Amount
Amount any fund specified under
transferred to remaining to
Preceding spent in the Schedule VII as per section
Sr. Unspent CSR be spent in
Financial reporting 135(6), if any.
No. Account under succeeding
Year. Financial Name
section 135 (6) Amount Date of financial
Year (in J) of the
(in J) (in J). transfer. years. (in J)
Fund
1 2018-19 Nil Nil N/A N/A N/A Nil
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): N/A
(1) (2) (3) (4) (5) (6) (7) (8) (9)

Amount Cumulative
Total
Financial spent on amount Status
amount
Name Year in the project spent at of the
Sr. Project Project allocated
of the which the in the the end of project -
No. ID duration for the
Project project was reporting reporting Completed
project
commenced Financial Financial /Ongoing
(in J)
Year (in J) Year. (in J)
--- --- --- --- --- --- --- --- ---
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent
in the financial year
Asset wise details: N/A
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): N/A
Hemant Kamala Jalan Hemant Kamala Jalan

(Chairman and Managing Director) (Chairman CSR Committee)
63
Annexure D
Details pertaining to remuneration as required under section 197(12) read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
A. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF

THE EMPLOYEES OF THE COMPANY FOR 2021-22:
The median remuneration of employees of the Company during 2021-22 was H 4,47,099/- and ratio of the remuneration of
each Director to the median remuneration of the employees of the Company for the financial year is provided in the table below:
Ratio of Remuneration of
Remuneration
Sr. each Director to Median
Name of Director Designation of Director for
No. Remuneration of employees
F.Y. 2021-2022
for F.Y. 2021-2022
1 Mr. Ravi Nigam Independent Director 4,00,000 0.89
2 Mr. Hemant Kamala Jalan Chairman and Managing 1,44,00,000 32.21
Director
3 Mrs. Anita Hemant Jalan Executive Director 6,00,000 1.34
4 Mr. Narayanankutty Kottiedath Executive Director 96,00,000 21.47
Venugopal
5 Mr. Sunil Badriprasad Goyal Independent Director 4,00,000 0.89
6 Mr. Ravi Shankar Venkataraman Alternate Director Nil Nil
Ganapathy Agraharam
7 Ms. Sakshi Vijay Chopra Nominee Director Nil Nil
8 Mr. Praveen Kumar Independent Director 4,00,000 0.89
Ramniranjan Tripathi
9 Ms. Nupur Garg Independent Director 10,00,000 2.24
Notes:
1) The remuneration of Directors includes sitting fees, perquisites and commission.
2) The remuneration mentioned aforesaid is for the entire financial year 2021-22.
3) The Remuneration to Directors is within the overall limits approved by the shareholders
4) “Median” means the numerical value separating the higher half of a population from the lower half and the median of a finite
list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one.
If there is an even number of observations, the median shall be the average of the two middle values.
B. THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF EXECUTIVE OFFICER

(CEO), CHIEF FINANCIAL OFFICER (CFO), COMPANY SECRETARY OR MANAGER, IF ANY, IN THE
FINANCIAL YEAR:
The percentage increase in remuneration of each Director, Chief Executive Officer (CEO), Chief Financial Officer (CFO), Company
Secretary or Manager, if any, in 2021-22 is provided in the table below:
Percentage
Sr. increase in
Name of Director / KMP Designation
No. Remuneration in
2021-2022
1 Mr. Ravi Nigam Independent Director -
2 Mr. Hemant Kamala Jalan Chairman and Managing Director -
3 Mrs. Anita Hemant Jalan Executive Director -
4 Mr. Narayanankutty Kottiedath Venugopal Executive Director -
5 Mr. Sunil Badriprasad Goyal Independent Director -
6 Mr. Ravi Shankar Venkataraman Ganapathy Agraharam Alternate Director -
64
Percentage
Sr. increase in
Name of Director / KMP Designation
No. Remuneration in
2021-2022
7 Ms. Sakshi Vijay Chopra Nominee Director -
8 Mr. Praveen Kumar Ramniranjan Tripathi Independent Director -
9 Ms. Nupur Garg Independent Director -
10 Mr. Chetan Bhalchandra Humane Chief Financial Officer 13.69%
11 Mr. Sujoy Sudipta Bose Company Secretary 29.08%
C. THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL

YEAR:
In the financial year under review, there was an increase of 6.74% in the median remuneration of employees as compared to
financial year 2020-21.
D. THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY:
There were 708 permanent employees on the rolls of the Company as on 31st March, 2022.
E. AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHER

THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON
WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION
THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE
IN THE MANAGERIAL REMUNERATION:
The average increase in salaries of employees other than managerial personnel was 10.86%. The increase in remuneration of
employees other than the Key Managerial Personnel is in line with the increase in remuneration of Key Managerial Personnel.
F. AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE

COMPANY:
It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.
Disclosure under Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
List of employees of the Company employed throughout the financial year 2021-22 and who were paid remuneration of not
less than J 1.02 crores per annum
Name of Years of Last

Designation Remuneration** Qualification Age
Employee Exp Employment
Hemant Chairman and B. Tech, M.Sc Over 30 64 NA
Kamala Jalan Managing Director 1,44,00,000 and M.B.A
65
List of employees of the Company employed for the part of the year and were paid monthly remuneration not less than J 8.5
lakhs per month
Name of Years of Joining Last

Designation Remuneration Qualification Age
Employee Exp Date Employment
NA NA NA NA NA NA NA NA
List of Top 10 Employees of the Company
Name of Years Last

Designation Remuneration** Qualification Age
Employee of Exp Employment
Hemant Jalan Chairman and 1,44,00,000 B. Tech, M.Sc Over 30 64 NA
Managing Director and M.B.A
Narayanankutty Executive Director 96,00,000 B.Sc and Over 40 73 Hi Build Coatings
Kottiedath PGDM Private Limited
Venugopal
Thundiyil Surendra Chief Operating 74,14,000 B.E. and 24 51 Hi Build Coatings
Suresh Babu Officer PGDM Private Limited
Vineet Bhatia DGM Sales(North) 49,28,107 B. Tech, MBA 24 51 Berger Paints
Limited
Ajay Dubey DGM Sales(East) 44,33,239 B.E. and 21 48 Devyani Food
PGDM Industries Ltd
Satya Narayan Sr G. M. (Works) 40,18,914 B.Sc 22 59 NA
Shukla
Pavan Sharma G. M. (Technical) 37,56,065 B.E. 22 44 NA
Chetan Chief Financial 37,34,911 M.Com 22 46 Jenson &
Bhalchandra Officer Nicholson (I)
Humane Limited
Srihari DGM (Finance) 36,90,167 B. E. and MBA 13 36 SBI Capital
Santhakumar Markets
Shinu Varghese G M - Manufacturing 30,99,917 B. Sc 22 46 BASF Coatings
Private Limited
**Remuneration includes salary, bonus, various allowances, performance incentive and perquisites.
For and on behalf of the Board of Directors

(formerly known as Indigo Paints Private Limited)

Place: Pune Chairman and Managing Director
Date: August 05,2022 DIN: 00080942
66
Corporate Governance Report

The report on Corporate Governance is prepared pursuant to Regulation 34(3) read with Schedule V of the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”/ “Listing Regulations”).
1.
INDIGO PAINTS’ PHILOSOPHY ON As on March 31, 2022, the Board of your Company comprises
CORPORATE GOVERNANCE of 3 (three) Executive Directors and 6 (six) Non-Executive
Directors, of whom 4 (four) are Independent Directors. The
Your Company is committed to uphold best business practices Chairperson is an Executive Director. The Company fulfils the
along with the highest standards of corporate governance. requirement of the composition of the Board of Directors as
The principles of transparency, accountability, integrity and per the provisions of Regulation 17 of the Listing Regulations.
innovation constitute the foundation on which the edifice of
the organization is built. Ms. Anita Hemant Jalan, Mr. Hemant Kamala Jalan, and
Mr. Narayanankutty Kottiedath Venugopal are the executive
Your Company takes utmost care to safeguard the interests Directors of your Company.
of all its stakeholders. Your Company’s governance structure
comprises of the Board of Directors and the Committees of Ms. Nupur Garg, Mr. Ravi Nigam, Mr. Sunil Badriprasad
the Board at the apex level and the management structure at Goyal and Mr. Praveen Kumar Ramniranjan Tripathi
the operational level. are Independent in terms of Regulation 17 of the Listing
Regulations and the Act.
The Board decides significant policies and business matters
with full participation of non-executive directors, who impart Ms. Sakshi Vijay Chopra is Non-Executive Nominee Director.
the benefit of their vast experience and skills to bring Mr. Ravi Shankar Venkataraman Ganapathy Agraharam is
qualitative improvement to the decision-making process. the alternate director to Ms. Sakshi Vijay Chopra.
The Management on a quarterly basis presents before the Ms. Nupur Garg is Woman Independent Director in terms of
Board of Directors a status report on regulatory compliances, the Listing Regulations as amended from time to time.
as applicable to the Company thus ensuring monitoring at
the highest levels. None of the Directors hold Directorships in more than 20
(twenty) Indian Companies including 10 (ten) Public Limited
Companies. Further, none of the Directors on the Board
2. BOARD OF DIRECTORS
are members of more than 10 (ten) Board Committees
a. COMPOSITION: and Chairpersons of more than 5 (five) Board Committees
across all public Companies in which he/she is a Director.
Your Company has an optimum mix of Executive and Non- All the Directors have made necessary disclosures regarding
Executive Directors in line with the applicable provisions of Committee positions occupied by them in other Companies.
the Companies Act, 2013 (“the Act”) and the SEBI (Listing None of the Independent Directors of the Company serve
Obligations & Disclosure Requirements) Regulations, 2015 as Independent Directors in more than 7 (seven) listed
(“Listing Regulations”). Companies.
TABLE 1
Composition of the Board of Directors as on March 31, 2022.
Other Board/Committee Memberships

Name Particulars Committee Committee
Directorships*
Memberships* Chairpersonship*#
Mr. Hemant Kamala Jalan Chairperson and 0 0 0
Managing Director
Ms. Anita Hemant Jalan Executive Director 0 0 0
Mr. Narayanankutty Kottiedath Executive Director 0 0 0
Venugopal
Ms. Nupur Garg Independent Director 2 2 1
Mr. Sunil Badriprasad Goyal Independent Director 3 4 0
67
Other Board/Committee Memberships

Name Particulars Committee Committee
Directorships*
Memberships* Chairpersonship*#
Mr. Praveen Kumar Independent Director 0 0 0
Ramniranjan Tripathi
Mr. Ravi Nigam Independent Director 0 0 0
Ms. Sakshi Vijay Chopra Non-Executive 0 0 0
Director
Mr. Ravi Shankar Non-Executive 3 2 0
Venkataraman Ganapathy Director
Agraharam**
* Excludes directorship and membership in Indigo Paints Limited. Also excludes directorships in private limited Companies, foreign Companies and Companies
registered under Section 8 of the Act and Government Bodies. Also number of memberships is exclusive of Chairpersonships.
# For the purpose of calculating, only Audit and Stakeholders’ Relationship and Share Transfer Committee in public limited companies, whether listed or not, are
considered – Regulation 26(1) of Listing Regulations
**Mr. Ravi Shankar Ganapathy Agraharam Venkataraman shall act as an Alternate Director to Ms. Sakshi Vijay Chopra during her absence in accordance of the Act.
TABLE 2
List of Directorship Held in Other Listed Companies
Name Name of the other Listed Entity Category of Directorship

Mr. Sunil Badriprasad Goyal (i) Ladderup Finance Limited Managing Director
(ii) JSW Energy Limited Director
Mr. Ravi Shankar Venkataraman (i) Prataap Snacks Limited Director
Ganapathy Agraharam (ii) Go Fashion (India) Limited Nominee Director
TABLE 3
Inter-se relationship amongst the Directors:
Except as stated below, none of our Directors are related to each other
Name of the Directors Name of the Directors Relationship

Mr. Hemant Kamala Jalan Ms. Anita Hemant Jalan Spouse
Ms. Anita Hemant Jalan Mr. Hemant Kamala Jalan Spouse
TABLE 4
Directors’ Shareholding
Name of Directors Designation Shares held

Mr. Hemant Kamala Jalan Chairperson and Managing Director 85,67,500
Ms. Anita Hemant Jalan Executive Director 69,87,500
Mr. Narayanan Kutty Kottiedath Venugopal Executive Director 10,551
Ms. Nupur Garg Independent Director 301
Mr. Sunil Badriprasad Goyal Independent Director 301
Mr. Praveen Kumar Ramniranjan Tripathi Independent Director 301
KEY BOARD SKILLS, EXPERTISE, COMPETENCE
The Board comprises of distinguished, qualified and experienced Directors who bring in the requisite skills, expertise and
competence that allows them to make a valuable contribution to the Board and its Committees.
68
Table 5 below summarises the key skills, expertise and competence required for the Company and is taken into consideration
while nominating candidates to serve on the Board.
TABLE 5
Skills Identified Definition

Experience and Industry Knowledge Industry experience through detailed knowledge of the Company or the sector
in which it operates, as well as those who understand the broader industry
environment.
Financial & Accounts Leadership of a financial firm or management of the finance function of an
enterprise, resulting in proficiency in complex financial management, capital
allocation and financial reporting processes.
Corporate Governance Service on a public listed company board to develop insights about maintaining
board and management accountability, protecting shareholder interests, and
observing best governance practices.
General Management and Leadership Extended leadership experience resulting in a practical understanding of
organisations, processes, strategic planning, and risk management. General know
how of business management, talent management & development, compliance with
applicable regulations, workplace health & safety.
Technology and Development A significant background in technology, resulting in knowledge as to how to
anticipate technological trends, generate disruptive innovation and extend or create
new business models.
Sales & Marketing Experience in developing strategies to grow sales and market share, build brand
competitiveness, awareness and equity, and build a strong Corporate reputation.
Business Development Suggesting Innovative new ideas and formulation of new strategies for the business,
keeping in mind the changing requirements of the industry and customers.
In the table below, the key skills, expertise and competence of the Board of Directors in the context of the Company’s business for
effective functioning and as available with the Board have been highlighted.
Mr. Mr. Ravi

Mr. Mr. Praveen Ms. Ms.
Mr. Mr. Sunil Ms. Narayanan Shankar
Name of Hemant Kumar Anita Sakshi
Ravi Badriprasad Nupur kutty Venkataraman
Director Kamala Ramniranjan Hemant Vijay
Nigam Goyal Garg Kottiedath Ganapathy
Jalan Tripathi Jalan Chopra
Venugopal Agraharam
Experience and
- - - - - -
Industry knowledge
Financial &
- -
Accounts
Corporate
- -
Governance
General
Management and - - - - - -
Leadership
Technology and
- - - - - -
Development
Sales & Marketing - - - - - -
Business
- -
Development
69
The absence of a mark against a Board Member’s name does not necessarily mean the Director does not possess the corresponding
skill, expertise or competence.
Independent Directors:
Formal letters of appointment have been issued to the Independent Directors. The terms and conditions of their appointment are
disclosed on the Company’s website at www.indigopaints.com/investors
Independent Directors are Non-Executive Directors as defined under Listing Regulations read with Section 149(6) of the Act. All the
Independent Directors have confirmed that they meet the criterias as mentioned under the Listing Regulations and Section 149(6)
of the Act.
They have further declared that they do not fall under any disqualifications specified under the Act.
b. BOARD MEETINGS:
Board Procedure
The Board meets at regular intervals to discuss and decide on business policies and review the financial performance of the
Company. Board meetings are communicated by giving appropriate notice to the Directors. The Board of Directors met 4 (four)
times during the financial year 2021-22 and the gap between two Boards meetings did not exceed the period of 120 (one
hundred and twenty days). The necessary quorum was present for all the meetings.
The dates on which the Board Meetings were held are as follows:
May 14, 2021;

August 06, 2021;
October 29, 2021 and;
February 11, 2022.
Table 6 given below gives details of the attendance record of the Directors in the Board Meeting and Annual General Meeting:
TABLE 6
Attendance Record of the Directors for the year 2021-22.
Board Meeting Last AGM

Name May 14, August 06, October February September
2021 2021 29, 2021 11, 2022 02, 2021
Mr. Hemant Kamala Jalan Yes Yes Yes Yes Yes
Ms. Anita Hemant Jalan Yes Yes Yes Yes Yes
Mr. Narayanankutty Kottiedath Yes Yes Yes Yes Yes
Venugopal
Ms. Nupur Garg Yes Yes Yes Yes Yes
Mr. Sunil Badriprasad Goyal Yes Yes Yes Yes Yes
Mr. Praveen Kumar Ramniranjan Yes Yes Yes Yes Yes
Tripathi
Mr. Ravi Nigam Yes Yes Yes Yes Yes
Ms. Sakshi Vijay Chopra Yes Yes Yes Yes Yes
Mr. Ravi Shankar Venkataraman NA NA NA NA NA
Ganapathy Agraharam*
* Mr. Ravi Shankar Venkataraman Ganapathy Agraharam is an alternate director to Ms. Sakshi Vijay Chopra on the Board of the Company.
70
c. FAMILIARISATION PROGRAMME (a) Matters required to be included in the Director's

Responsibility Statement to be included in the Board’s
The Familiarization Program for Independent Directors is report, in terms of the Companies Act, 2013;
uploaded on the website of the Company, and is accessible
at www.indigopaints.com/investors (b) Changes, if any, in accounting policies and
Practices and reasons for the same;
d. CODE OF CONDUCT
(c) Major accounting entries involving estimates based
Your Company has a Code of Conduct for Directors and on the exercise of judgment by management;
Senior Management that reflects its high standards of
integrity and ethics. The Directors and senior management of (d) Significant adjustments made in the financial
the Company have affirmed their adherence to this Code of statements arising out of audit findings;
Conduct for 2021-22, as required by Regulation 34 of the
Listing Regulations. (e) Compliance with listing and other legal requirements
relating to financial statements;
Mr. Hemant Kamala Jalan, as the Company’s Chairperson
and Managing Director, has signed a declaration, stating (f) Disclosure of any related party transactions; and
that the Board of Directors and senior management personnel
(g) Qualifications and modified opinion(s) in the draft
of the Company have affirmed compliance with this Code
audit report.
of Conduct, which is annexed to this Report as Annexure I.
The Code of Conduct also includes code for Independent Reviewing, with the management, the quarterly financial
Directors which is a guide to professional conduct for statements before submission to the Board for approval;
Independent Directors pursuant to Section 149(8) and
Schedule IV of the Act. Examination of the financial statement and auditors’
report thereon;
This Code is available on the Company’s website
www.indigopaints.com/investors Monitoring the end use of funds raised through public
offers and related matters;
3. COMMITTEES OF THE BOARD Reviewing, with the management, the statement of

uses/application of funds raised through an issue
A. AUDIT COMMITTEE:
(public issue, rights issue, preferential issue, etc.), the
The Audit Committee acts as a link between the management, statement of funds utilized for purposes other than those
the statutory and internal auditors and the Board of Directors. stated in the issue document/prospectus/notice and the
It assists the Board in fulfilling its oversight responsibilities report submitted by the monitoring agency monitoring
of monitoring financial reporting processes, reviewing the utilisation of proceeds of a public or rights issue,
the Company’s established systems and processes for making appropriate recommendations to the Board to
internal financial controls, governance and reviewing the take up steps in this matter;
Company’s statutory and internal audit activities. Majority of
Reviewing and monitoring the auditor’s independence
the Members on the Committee, including the Chairperson
and performance, and effectiveness of audit process;
are Independent Directors. The Committee is governed by
a Charter that is in line with the regulatory requirements Approval or any subsequent modification of transactions
mandated by the Act and SEBI Regulations. of the Company with related parties;
Terms of reference of Audit Committee are: Scrutiny of inter-corporate loans and investments;
Oversight of the Company’s financial reporting process Valuation of undertakings or assets of the Company,
and the disclosure of its financial information to ensure wherever it is necessary
that the financial statement is correct, sufficient and
credible; Evaluation of internal financial controls and risk
management systems;
Recommendation for appointment, replacement,
reappointment, remuneration and terms of appointment Reviewing, with the management, performance of
of auditors of the Company; statutory and internal auditors, adequacy of the internal
control systems;
Approval of payment to statutory auditors for any other
services rendered by the statutory auditors; Reviewing the adequacy of internal audit function,
if any, including the structure of the internal audit
Reviewing, with the management, the annual financial department, staffing and seniority of the official heading
statements and auditor's report thereon before submission the department, reporting structure coverage and
to the Board for approval, with particular reference to: frequency of internal audit;
71
Discussion with internal auditors of any significant The audit committee mandatorily reviews the following
findings and follow up there on; information:
Reviewing the findings of any internal investigations 1. Management discussion and analysis of financial
by the internal auditors into matters where there is condition and results of operations;
suspected fraud or irregularity or a failure of internal
2. Statement of significant related party transactions
control systems of a material nature and reporting the
(as defined by the audit committee), submitted by
matter to the Board;
management;
Discussion with statutory auditors, internal auditors, 3. Management letters / letters of internal control
secretarial auditors and cost auditors before the audit weaknesses issued by the statutory auditors;
commences, about the nature and scope of and as well as
post-audit discussion to ascertain any area of concern; 4. Internal audit reports relating to internal control
weaknesses;
To look into the reasons for substantial defaults in
5. The appointment, removal and terms of remuneration
the payment to the depositors, debenture holders,
of the internal auditor shall be subject to review by the
shareholders (in case of non-payment of declared
audit committee; and
dividends) and creditors;
6. Statement of deviations as and when becomes
To establish a vigil mechanism for directors and applicable:
employees to report the genuine concerns or grievances;
(a) quarterly statement of deviation(s) including report
To review the functioning of the whistle blower of monitoring agency, if applicable, submitted to
mechanism; stock exchange(s) in terms of Regulation 32(1) of
the SEBI Listing Regulations; and
Approval of appointment of chief financial officer
after assessing the qualifications, experience and (b) Annual statement of funds utilized for purposes
background, etc. of the candidate; other than those stated in the offer document/
prospectus/notice in terms of the SEBI Listing
Carrying out any other function as may be required / Regulations
mandated as per the Provisions of the Companies Act,
2013, Listing Agreements and/or any other applicable There were 4 (four) Audit Committee Meetings held during
laws; 2021-22 as follows:
Reviewing the utilization of loan and/or advances from May 14, 2021;
investment by the holding company in the subsidiary August 06, 2021;
exceeding H 100 crore or 10% of the asset size of the
October 29, 2021 and;
subsidiary, whichever is lower including existing loans
/ advances / investments. February 11, 2022.
Table 7 given below gives details of Composition and the attendance record of the Members of the Audit Committee:
TABLE 7
Audit Committee Meetings
May 14, August 06, October February

Name Designation
2021 2021 29, 2021 11, 2022
Mr. Sunil Badriprasad Goyal Chairperson Yes Yes Yes Yes
Mr. Ravi Nigam Member Yes Yes Yes Yes
Mr. Praveen Kumar Ramniranjan Member Yes Yes Yes Yes
Tripathi
Ms. Nupur Garg Member Yes Yes Yes Yes
Mr. Hemant Kamala Jalan Member Yes Yes Yes Yes
Ms. Sakshi Vijay Chopra* Member Yes Yes Yes Yes
*Mr. Ravi Shankar Ganapathy Agraharam Venkataraman shall act as an Alternate Director to Ms. Sakshi Vijay Chopra during her absence in terms of the Companies
Act, 2013.
The Company Secretary of the Company acts as Secretary to the Committee.
72
B. NOMINATION AND REMUNERATION COMMITTEE Reviewing and approving compensation strategy from
(NRC): time to time in the context of the then current Indian
market in accordance with applicable laws;
The scope and functions of the Nomination and Remuneration
Committee are in accordance with Section 178 of the Performing such functions as are required to be
Companies Act, 2013 and the SEBI Listing Regulations and performed by the compensation committee under the
its terms of reference as stipulated pursuant to resolution Securities and Exchange Board of India (hare Based
passed by our Board in its meeting held on October 20, Employee Benefits and Sweat Equity) Regulations,
2020 are set forth below. 2021, as amended;
Terms of reference of Nomination and Remuneration Framing suitable policies and systems to ensure that
Committee are: there is no violation, by an employee of any applicable
Formulating the criteria for determining qualifications, laws in India or overseas, including:
positive attributes and independence of a director i. The Securities and Exchange Board of India
and recommend to the Board a policy relating to (Prohibition of Insider Trading) Regulations, 2015,
the remuneration of the executive directors and key as amended;
managerial personnel.
ii. The Securities and Exchange Board of India
The Nomination and Remuneration Committee, while (Prohibition of Fraudulent and Unfair Trade Practices
formulating the above policy, should ensure that: relating to the Securities Market) Regulations,
a. the level and composition of remuneration be 2003.
reasonable and sufficient to attract, retain and
Performing such other activities as may be delegated
motivate the executive directors of the quality
by the Board and/ or specified/ provided under the
required to run the Company successfully;
Companies Act, 2013 or the SEBI Listing Regulations or
b. relationship of remuneration to performance is clear any other applicable law and any regulatory authority;
and meets appropriate performance benchmarks;
and Administering, monitoring and formulating detailed
terms and conditions of the Employees’ Stock Option
c. remuneration to executive directors and key Scheme of the Company;
managerial personnel involves a balance between
fixed and incentive pay reflecting short and long Carrying out any other function as is mandated by the
term performance objectives appropriate to the Board from time to time and / or enforced/mandated by
working of the Company and its goals; any statutory notification, amendment or modification,
as may be applicable; and
Formulating criteria for evaluation of performance of
independent directors and the Board; Performing such other functions as may be necessary or
Devising a policy on diversity of Board; appropriate for the performance of its duties.
Identifying persons who are qualified to become The Committee has formulated criteria for performance
directors and who may be appointed in accordance evaluation of the Board of Directors of the Company. The
with the criteria laid down, and recommend to the said criteria forms part of the performance evaluation policy
Board their appointment and removal and shall specify of the Company.
the manner for effective evaluation of performance of
There were three (3) Meeting held during 2021-22 as
the Board, its committees and individual directors to be
follows:
carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external May 14, 2021;
agency and review its implementation and compliance; August 06, 2021 and;
Extending or continuing the term of appointment of October 28, 2021.
the independent director, on the basis of the report of
performance evaluation of independent directors;
73
Table 8 given below gives details of Composition and the attendance record of the Members of the Nomination and
Remuneration Committee:
TABLE 8
Nomination and Remuneration Committee Meetings
May 14, August 06, October 28,

Name Designation
2021 2021 2021
Mr. Ravi Nigam Chairperson Yes Yes No
Mr. Sunil Badriprasad Goyal Member Yes Yes Yes
Mr. Praveen Kumar Ramniranjan Tripathi* Member NA NA Yes
Ms. Nupur Garg Member Yes Yes No
*Mr. Praveen Kumar Ramniranjan Tripathi was inducted in the Committee from August 06, 2021.
The Company Secretary of the Company acts as the Secretary of the Committee.
C. DIRECTORS’ REMUNERATION also involves a balance between fixed and incentive pay
A. Remuneration Policy reflecting short and long-term performance objectives
appropriate to the working of the company and its goals.
Your Company has a well-defined Policy for Remuneration
of the Directors (the “Board”), Key Managerial Personnel B. Non-Executive Independent Directors Compensation
(“KMPs”), Senior Management Personnel (“SMPs”) and
Non-executive Independent Directors (“NEDs”) are paid
other Employees. The Nomination and Remuneration
remuneration by way of sitting fees and commission. The
Policy has been formulated to provide a framework for the
remuneration/ commission/ compensation to the NEDs is
nomination, evaluation and remuneration of members of the
determined by the NRC and recommended to the Board for
Board, KMPs, SMPs and other employees of the Company.
its approval.
This Policy is guided by the principles and objectives as
enumerated in Section 178 (3) of the Act and the rules made Our Independent Directors are entitled to receive sitting fees
thereunder, each as amended and Regulation 19 read with of H 100,000/- every Board Meeting that they attend for
Part D of Schedule II of the Listing Regulations, to ensure the Financial Year 2021-22. Further, one of our Independent
reasonableness and sufficiency of remuneration to attract, Director, Ms. Nupur Garg was entitled to an annual
retain and motivate competent resources, a clear relationship commission of H 600,000/-.
of remuneration to performance and a balance between
rewarding short and long-term performance of the Company. The commission paid is restricted to a fixed sum on the basis
The policy has been placed on the website of the Company at of her tenor in office during the financial year, the payment
www.indigopaints.com/investors of the commission, if any to the NEDs is placed before the
Board every year for its consideration and approval. The
The Nomination and Remuneration Committee (“NRC”) sitting fee payable to the NEDs for attending the Board
recommends the remuneration to be paid to the Executive meetings is also fixed, subject to the statutory ceiling. The
Directors, Non-Executive Directors (including Independent fee is also being reviewed periodically and aligned to
Directors) and KMPs to the Board for their approval. The comparable best in class companies.
NRC also approves the remuneration to be paid to the SMPs
who are not covered under the definition of KMPs. The NRC NEDs are not eligible to receive stock options under the
while deciding the basis for determining the compensation, existing employee stock option scheme(s) (“ESOP”) of the
both fixed and variable to the Non-Executive Directors, Company.
takes into consideration various factors such as Director’s
NEDs are entitled to be paid all travelling and other expenses
participation in Board and Committee Meetings during the
they incur for attending to the Company’s affairs, including
year, other responsibilities undertaken, such as Membership
attending meetings of the Company.
or Chairpersonship of Committees, time spent in carrying
out other duties, role and functions as envisaged in Schedule The remuneration payable, by the Company to NEDs are
IV of the Act and Listing Regulations and such other factors subject to the conditions specified in the Act and the Listing
as the NRC may deem fit. Regulations including in terms of monetary limits, approval
requirements and disclosure requirements.
The level and composition of remuneration so determined
by the Committee is reasonable and sufficient to attract, There is no remuneration or sitting fees paid to our Non-
retain and motivate directors, KMPs and SMPs of the quality Executive Nominee Director and Alternate Director.
required to run the Company successfully. The relationship
of remuneration to performance is clear and meets the The remuneration of Non-Executive Independent Directors is
appropriate performance benchmarks. The remuneration given in Table 9.
74
TABLE 9
Compensation of Non-Executive Independent Directors of the Company
(H in lakhs)
Sitting Fees Commission Total
Mr. Ravi Nigam 4.00 - 4.00
Mr. Sunil Badriprasad Goyal 4.00 - 4.00
Mr. Praveen Kumar Ramniranjan Tripathi 4.00 - 4.00
Ms. Nupur Garg 4.00 6.00 10.00
None of the Non-Executive Non-Independent Directors were paid any remuneration except as mentioned above.
C. Executive Director’s Remuneration
The compensation paid to the Executive Directors (including Managing Director) is within the scale approved by the shareholders.
The elements of the total compensation, approved by the NRC are also within the overall limits specified under the Act.
The elements of compensation of the Executive Directors are decided by the Board from time to time.
The Executive Directors, except for a promoter Directors, are also eligible for ESOPs as per the ESOP scheme in force from time to
time.
Grants made under the ESOP scheme are approved by the NRC and subsequently by the Board. In case of inadequacy of profit
in any financial year, the remuneration payable to the Executive Directors shall be further subject to the relevant provisions of the
Act.
Executive Directors are not paid sitting fees for any Board/ Committee meetings attended by them. The remuneration payable by
the Company to the Executive Directors are subject to the conditions specified in the Act and the Listing Regulations including in
terms of monetary limits, approval requirements and disclosure requirements.
The annual remuneration package of Ms. Anita Jalan, Executive Director, Mr. Hemant Kamala Jalan, Managing Director and
Mr. Narayanakutty Kottiedath Venugopal, Executive Director of the Company, comprises a fixed salary component. A service
agreement exists with all the above 3 (three) Directors which contains the terms and conditions of service, including remuneration,
notice period, severance compensation, etc., as approved by the NRC and the Board, from time to time.
The remuneration paid to Ms. Anita Jalan, Mr. Hemant Kamala Jalan and Mr. Narayanakutty Kottiedath Venugopal in 2021-22
was as follows:
(H in lakhs)
Sr.
Particulars of Remuneration Name Name Name
No
Ms. Anita Jalan Mr. Hemant Mr. Narayanakutty
Kamala Jalan Kottiedath
Venugopal
1. Gross Salary H 6.00 H 144.00 H 96.00
(a) Salary as per the provisions contained in section
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, - - -
1961
(c) Profits in lieu of salary under section 17(3) Income- - - -
tax Act, 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
- As % of profit
- Others, If any
5. Others - - -
6. Total (A) H 6.00 H 144.00 H 96.00
75
D. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:
The Stakeholders’ Relationship Committee was constituted according to Section 178 of the Act and Regulation 20 of the Listing
Regulations and its terms of reference as stipulated are set forth below.
Terms of reference for Stakeholders’ Relationship Committee are:
Consider and resolve grievances of security holders of the Company, including complaints related to transfer of shares, non-
receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
Review of measures taken for effective exercise of voting rights by shareholders;
Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the
Registrar and Share Transfer Agent;
Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from
shareholders from time to time;
To approve, register, refuse to register transfer or transmission of shares and other securities;
To sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;
Allotment and listing of shares;
Approval of transfer or transmission of shares, debentures or any other securities;
To authorize affixation of common seal of the Company;
To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;
To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;
To dematerialize or rematerialize the issued shares;
Ensure proper and timely attendance and redressal of investor queries and grievances;
Carrying out any other functions contained in the Companies Act, 2013 and the rules notified there under and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, each as amended and/
or equity listing agreements (if applicable), as and when amended from time to time; and
To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s),
or agent(s).
There was 1 (one) meeting held of Stakeholders’ Relationship Committee on 18th May, 2021.
Table 10 given below gives the details of Composition and attendance record of the Members of the Stakeholders’ Relationship
and Share Transfer Committee:
TABLE 10
Stakeholders’ Relationship Committee Meetings
Meeting
Name Designation
attended
Ms. Nupur Garg Chairperson Yes
Mr. Hemant Kamala Jalan Member Yes
Mr. Narayanankutty Kottiedath Venugopal Member Yes
76
During the year, below are the details of the grievances received from the shareholders:
Sr. Opening Closing

Nature of Complaint Received Resolved
No. Balance Balance
1. On SEBI portal 3 12 15 0
2. On BSE/NSE portal 0 2 2 0
3. On NSDL/CDSL portal 0 0 0 0
4. Non-receipt of Annual Report 0 0 0 0
5. Non-Receipt of Share Certificate 0 0 0 0
6. Non-Receipt of dividend 0 0 0 0
Total 3 14 17 0
E. RISK MANAGEMENT COMMITTEE:
As per Regulation 21 of the Listing Regulations and provisions of the Act, as amended which requires the Company to lay down
procedures about risk assessment and risk minimization. The scope and functions of the Risk Management Committee are in
accordance with the Listing Regulations and its terms of reference are set forth below.
The terms of reference of the Risk Management Committee shall include the following:
a. Laying down risk assessment and minimization procedures and the procedures to inform Board of the same;
b. Framing, implementing, reviewing and monitoring the risk management plan for the Company; and
c. Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be
attended to by the Risk Management Committee.
There were 2 (Two) Meeting held during 2021-22 as follows:
May 13, 2021

October 28, 2021
Table 11 given below gives the details of Composition and attendance record of the Members of the Risk Management
Committee:
TABLE 11
Risk Management Committee Meetings
Name Designation May 13, 2021 October 28, 2021

Mr. Narayanankutty Kottiedath Venugopal Chairperson Yes Yes
Mr. Hemant Kamala Jalan Member Yes Yes
Mr. Chetan Balchandra Humane Member Yes Yes
Mr. Praveen Kumar Ramniranjan Tripathi* Member NA Yes
*Mr. Praveen Kumar Ramniranjan Tripathi was inducted in the Committee from August 06, 2021.
F. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Act and its
terms of reference as stipulated are set forth below.
Terms of reference of CSR Committee are:
Formulation of a corporate social responsibility policy to the Board, indicating the activities to be undertaken by the Company
in areas or subject specified in the Companies Act, 2013. The activities should be within the list of permitted activities
specified in the Companies Act, 2013 and the rules there under, each as amended;
Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit of the Company
in the three immediately preceding financial years or where the Company has not completed the period of three financial
years since its incorporation during such immediately Preceding financial years;
77
Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility projects or programs
or activities undertaken by the Company;
Monitoring the corporate social responsibility policy from time to time and issuing necessary directions as required for proper
implementation and timely completion of corporate social responsibility programmes;
Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes;
Identifying and appointing the corporate social responsibility team of the company including corporate social responsibility
manager, wherever required,
And,
Performing such other duties and functions as the Board may require the corporate social responsibility committee to undertake
to promote the corporate social responsibility activities of the Company.
There were 2 (two) Meeting held during 2021-22 as follows:
May 13, 2021

February 11, 2022
Table 12 given below gives the details of Composition and attendance record of the Members of the Corporate Social
Responsibility Committee:
TABLE 12
Corporate Social Responsibility Committee Meetings
February 11,
Name Designation May 13, 2021
2022
Mr. Hemant Kamala Jalan Chairperson Yes Yes
Mr. Praveen Kumar Ramniranjan Tripathi Member Yes Yes
Ms. Anita Hemant Jalan Member Yes Yes
G. INTERNAL COMPLAINTS COMMITTEE (“ICC”) : Other functions as mentioned in the Anti-Sexual

Harassment Policy.
A Committee of Board of Directors was constituted as per
the provisions of Section 4 of Sexual Harassment of Women The Company Secretary of the Company acts as the
at Workplace Prevention, Prohibition and Redressal Act, Secretary of the Committee.
2013.
There were no Internal Complaints Committee Meetings
Members of the Internal Complaints Committee have been held during the financial year 2021-22
authorized to do the following acts:
CONFIRMATION BY THE BOARD OF DIRECTORS
a. To draft and amend the Sexual Harassment Policy for the ACCEPTANCE OF RECOMMENDATION OF MANDATORY
organization from time to time COMMITTEES
b. To work towards providing a safe and respectful working In terms of the amendments made to the Listing Regulations, the
environment Board of Directors confirms that during the year, it has accepted
all recommendations received from its mandatory committees.
c. Organize training and awareness programs (classroom
/ eLearning) at regular intervals INSIDER TRADING
d. To conduct meetings: In an endeavor to prevent the misuse of unpublished price

sensitive information in the day-today business affairs and
When there is a complaint received in writing from to promote the culture of fair disclosure of information in
any of the women employees, due compliance with the Principles of Fair Disclosures as set
out in the SEBI (Prohibition of Insider Trading) Regulations,
To settle grievances,
2015 ("SEBI PIT Regulation"), the Board of Directors of your
To make sure there is appropriate compensation Company, have formulated a Code of Conduct known
for any case of misconduct and sexual harassment. as “Indigo Paints Code of Conduct for fair disclosure of
And, unpublished price sensitive information.
78
Your Company has issued comprehensive guidelines in objectives of conducting the Board Evaluation process is to
accordance with the SEBI Regulations as amended, in ensure that the Board and various Committees of the Board
this regard, which advise and caution the Directors and have appropriate composition of Directors and they have
designated persons, dealing with the securities of the been functioning collectively to achieve common business
Company. The Insider Trading Code framed by the Company goals of your Company. Similarly, the key objective of
helps in ensuring compliance with these requirements. conducting performance evaluation of the Directors through
individual assessment and peer assessment was to ascertain
The Company adopted the Code of Conduct to Regulate, if the Directors actively participate in the Board/Committee
Monitor and Report Trading by Designated Persons in line Meetings and contribute to achieve the common business
with SEBI PIT Regulation. The Company has automated goals of the Company.
the declarations and disclosures to identified designated
persons, and the Board reviews the policy on a need basis. The Directors carry out the aforesaid performance evaluation
in a confidential manner and provide their feedback on a
PERFORMANCE EVALUATION rating scale of 1-5. Duly completed evaluation sheets are
sent to the Chairperson of the Board and the Chairperson
Your Company understands the requirements of an effective
of the Nomination and Remuneration Committee for their
Board Evaluation process and accordingly conducts the
consideration.
Performance Evaluation every year in respect of the following:
The outcome of performance evaluation of the Board
i. Board of Directors as a whole.
Committee, Directors, and Board has been discussed at the
ii. Committees of the Board. meeting of Nomination and Remuneration Committee and
iii. Individual Directors including the Chairperson of the Board of Directors. The Directors were individually briefed
Board of Directors. about their performance by the Chairperson of the Board
after that it was noted that Directors, Board Committee and
Your Company has carried out a performance evaluation Board are working effectively.
process internally for the Board as a whole, Committees of
the Board and Individual Directors including the Chairperson Pursuant to Section 178(3) of the Act and Regulation 17(6)
of the Board of Directors for the year under review. of the Listing Regulations, the Remuneration Committee
is entrusted with responsibility of formulating criteria
During the year under review, the Company has complied for determining qualifications, positive attributes and
with all the criteria of Evaluation as envisaged in the SEBI independence of an independent director. This can be
Circular on ‘Guidance Note on Board Evaluation’. The key viewed at www.indigopaints.com/investors.
4. INFORMATION ON GENERAL BODY MEETINGS:
The details of the Annual General Meeting held during the last 3 (three) years and Extra Ordinary General Meeting(s) for the year
under review are as follows:
TABLE 14
Information on General Body Meetings
Sr. Nature of
Opening Balance Received Resolved Closing Balance
No. Complaint
1 19th Annual 30th September, 2019 at Ordinary 2 1. Adoption of the Balance Sheet of
General 11.00 a.m. at 103, Montreal, the Company as on 31st March
Meeting Behind Mauli Petrol Pump, 2019 and statement of profit and
Baner Road, Pune – 411045, loss for the year ended along with
Maharashtra. the reports of the auditors and
directors of the company thereon.
2. Reappointment of Statutory Auditor
2 20th Annual 27th July, 2020 at 11.00 a.m. Ordinary 2 1. Adoption of the Balance Sheet of
General at 103, Montreal, Behind Mauli the Company as on 31st March
Meeting Petrol Pump, Baner Road, Pune 2020 and statement of profit and
– 411045, Maharashtra. loss for the year ended along with
the reports of the auditors and
directors of the company thereon.
2. Ratification of Statutory Auditor.
79
Sr. Nature of
Opening Balance Received Resolved Closing Balance
No. Complaint
3 21st Annual 2nd September, 2021 at Ordinary 2 1. Adoption of the Balance Sheet of
General 2.00 p.m. through video the Company as on 31st March
Meeting conferencing/ other audio-visual 2021 and statement of profit and
means ("VC/OAVM") facility loss for the year ended along with
at the registered office of the the reports of the auditors and
company at 103, Montreal, directors of the company thereon.
Behind Mauli Petrol Pump, 2. Reappointment of Director liable
Baner Road, Pune – 411045, to retire by rotation.
Maharashtra.
Special 3 1. Ratification of Indigo Paints-
Employee Stock Option Scheme,
2019 (“ESOS, 2019”)
2. Approval of Fees payable for
copies of inspection of documents
3. Approval from members for
nomination of one Investor
Director as required under clause
18.2 of Articles of Association of
the Company.
3 Special Resolution was passed at the 21st Annual General Meeting.

No Special Resolution(s) were passed at the 19th and 20th Annual General Meeting.
POSTAL BALLOT:
The Company has not passed any Special Resolution through postal ballot during the Financial Year 2021-22.
No special resolution is proposed to be conducted through postal ballot.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

This is given as a separate Chapter in the Annual Report.
6. MEANS OF COMMUNICATON:
WEBSITE, NEWS & EVENTS
i. The Company has been undertaking dissemination of information in line with the Listing Regulations on its website at www.
indigopaints.com
ii. A separate dedicated section under ‘Investors’ at www.indigopaints.com/investors gives information on applicable policies
including policy on dealing with related party transactions which is at www.indigopaints.com/investors, along with news and
events held during the year of the Company.
iii. A separate dedicated section under ‘Investors’ Section on the Company’s website at www.indigopaints.com/investors gives
information on policy for determining material subsidiary at www.indigopaints.com/investors.
iv. The quarterly, half-yearly and yearly results are disseminated to the Stock Exchanges where the shares of the Company are
listed. The results are normally published in “Financial Express” (English Daily) and “Loksatta” (Marathi Daily). The results are
displayed on the Company’s www.indigopaints.com/investors. It also displays official press release along with presentations
made to institutional investors or to the analysts.
80
7. GENERAL SHAREHOLDER IN
FINANCIAL YEAR The financial year of the Company is from 1st April To 31st March.
DATE OF THE BOARD MEETING AT May 20, 2022
WHICH THE FINAL ACCOUNTS WERE
APPROVED
22ND ANNUAL GENERAL MEETING Date - September 02, 2022
Day - Friday
Time - 11.00 hrs (IST)
Venue- Annual General Meeting (“AGM”) would be held through Video
Conference/ Other Audio Visual Means:
[Deemed venue for meeting: Registered Office of the Company at Indigo
Tower, Street-5, Pallod Farm-2, Baner Road, Pune, Maharashtra 411045]
BOOK CLOSURE DATE August 27, 2022 to September 02, 2022 (both days inclusive)
DIVIDEND PAYMENT DATE On or around September 23, 2022
LISTING ON STOCK EXCHANGES BSE Limited
BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street,
Mumbai - 400 001
The National Stock Exchange of India Limited.
Exchange Plaza, C-1, Block G, Bandra Kurla Complex,
Bandra (E), Mumbai - 400 051
DATE OF LISTING & STOCK CODE February 02, 2021
BSE Limited.– 543258
National Stock Exchange of India Limited. - INDIGOPNTS
CORPORATE IDENTITY NUMBER (CIN) L24114PN2000PLC014669
ISIN INE09VQ01012 (NSDL & CDSL)
COMPANY’S ADDRESS FOR Mr. Sujoy Sudipta Bose
CORRESPONDENCE Company Secretary & Compliance Office
Indigo Tower, Street-5, Pallod Farm-2, Baner Road,
Pune- 411045.
Telephone: +91 20 66814300
Email: [email protected]
Website: www.indigopaints.com
ADDRESS OF THE REGISTRARS & SHARE Link Intime India Pvt Ltd
TRANSFER AGENTS Block No. 202, 2nd Floor, Akshay Complex, Off,
Dhole Patil Rd, Near Ganesh Temple, Pune,
Maharashtra 411001
Telephone.: 020 2616 1629/ 022 – 4918 6270
Email.: [email protected]
FINANCIAL CALENDAR (TENTATIVE): First Quarter Results On or before 14th August 2022
Second Quarter Results On or before 14th November 2022
Third Quarter Results On or before 14th February 2023
Last Quarter Results and Annual Audited Results
Within 60 days of the close of financial Year ending
on 31st March 2023 i.e. On or before 30th May 2023
DIVIDEND PAYMENT: H 3/- (Rupees Three) of Dividend to be declared at the forthcoming Annual
General Meeting.
SHARE TRANSFER SYSTEM Your Company’s shares are compulsorily traded in dematerialised form.
In the case of transfers in physical form which are lodged at the Registrar
and Transfer Agent’s office, these are processed within a maximum period
of 15 days from the date of receipt. All share transfers and other share-
related issues are approved by Stakeholders’ Relationship Committee and
duly constituted for this purpose.
81
DEMATERIALISATION OF SHARES As on 31st March, 2022, the breakup of the total shares of your
Company was as under:
Percentage of
No. of
Particulars Total Number
shares
of Shares
Held in dematerialised form in CDSL 9,11,631 1.92%
Held in dematerialised form in NSDL 4,66,57,365 98.08%
Physical 1 -
PAYMENT OF LISTING FEES: The Company has paid the Annual Listing Fees to both the Stock
Exchanges for the Financial Year 2022-23 within the stipulated time.
PLANT LOCATIONS
Sr.
State City Address
No.
1. Rajasthan Jodhpur Unit I F-910, Boranada Industrial Area, Phase- IV Jodhpur – 342 012 Rajasthan.
Jodhpur Unit II A 207, 208, Boranada Industrial Area, Boranada, Jodhpur – 342 012
Rajasthan.
2. Kerala Cochin Plot No. 74, 75, 76 B&C, Major Industrial Estate, South Kalamassery, Kochi-
683 109, Kerala.
3. Tamil Nadu Pudukkottai Plot No. 4 A(3), SIPCOT Industrial Complex, Vellanur Village, Pudukkottai – 622
002, Tamil Nadu.
DISTRIBUTION OF SHAREHOLDING AS ON 31STMARCH, 2022
Sr. Number of Number of Shares

Number of Shares held % of Shareholding
No. Shareholders held
1 Up to 500 86,354 16,34,577 3.44
2 501-1,000 229 1,60,223 0.34
3 1,001-2,000 112 1,51,094 0.32
4 2,001-3,000 38 93,985 0.19
5 3,001-4000 23 76,358 0.16
6 4,001-5,000 7 31,328 0.06
7 5,001-10,000 24 1,71,297 0.36
8 Above 10,001 48 45,25,0135 95.13
TOTAL 86,835 4,75,68,997 100
Details of the shareholders acting as persons in Concert including their Shareholding (No. and %): NIL
CATEGORIES OF SHAREHOLDERS AS ON 31st MARCH, 2022
Sr. No. of Shares of

Category % of Shareholding
No. J 10 each
1 Promoter & Promoter Group* 2,56,86,638 54.00
2 Clearing Members 15,729 0.03
3 Bodies Corporate - Limited Liability Partnership 52,089 0.10
4 Other Bodies Corporate 1,87,235 0.39
5 Directors 11,454 0.02
6 Foreign Company 1,35,73,635 28.53
7 Hindu Undivided Family 37,997 0.07
8 Mutual Funds 3,83,168 0.80
9 Non Resident Indians 36,491 0.07
10 Non Resident (Non Repatriable) 18,361 0.03
11 Public 19,81,142 4.16
12 Insurance Companies 9,46,766 1.99
82
Sr. No. of Shares of

Category % of Shareholding
No. J 10 each
13 Foreign Portfolio Investors (Corporate) 42,53,706 8.94
14 Alternate Investment Funds - III 3,84,506 0.80
15 Trusts 80 0.00
TOTAL 4,75,68,997 100
Note:
*The Present Promoters of your Company are Mr. Hemant Kamala Jalan, Ms. Anita Hemant Jalan, Mr. Kamala Prasad Jalan, Mr. Parag Hemant Jalan and Halogen
Chemicals Private Limited.
MARKET PRICE DATA
The details of monthly high/low market price of the Equity Shares of the Company at BSE Ltd. and at the National Stock Exchange
of India Ltd. for the year under review is provided hereunder:
BSE Ltd National Stock Exchange of India Ltd

High Low High Low
April-21 2,444.25 2,191.50 2,444.85 2,250.05
May-21 2,634.90 2,237.95 2,639.00 2,286.80
June-21 2,736.10 2,471.05 2,740.00 2,468.00
July-21 2,707.35 2,481.05 2,709.00 2,482.40
Aug-21 2,647.25 2,375.00 2,649.00 2,370.60
Sep-21 2,689.35 2,489.60 2,695.00 2,500.05
Oct-21 2,600.00 2,330.00 2,589.90 2,302.50
Nov-21 2,475.00 2,130.30 2,418.70 2,129.30
Dec-21 2,320.00 1,900.05 2,288.00 1,900.00
Jan-22 2,200.00 1,902.00 2,143.45 1,902.10
Feb-22 2,031.75 1,694.55 2,030.20 1,700.00
March-22 1,783.00 1,440.45 1,774.90 1,438.15
The company is listed on the BSE & NSE w.e.f. February 02, 2021
STOCK PERFORMANCE vs. SENSEX AND NIFTY
The performance of your Company’s shares relative to the SENSEX index is given in the chart below:
Indigo Paints Vs Sensex
65,000 2,800
2,600
60,000 2,400
2,200
55,000
2,000
1,800
50,000
1,600
45,000 1,400
1,200
40,000 1,000
1
1
2
21
1
1
21
22
-2
2
r-2
-2
1
-2
c-2
2
1
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-2
ay
g-
ov
p-
ar
ct-
b-
-2
Ap
Jun
De
Au
Se
Fe
M
M
Jul
Ja
Sensex Indigo Paint
83
The performance of your Company’s shares relative to the NIFTY Index is given in the chart below:
Indigo Paints Vs Nifty
19,000 2,800
18,000 2,600
2,400
17,000
2,200
16,000 2,000
15,000 1,800
1,600
14,000
1,400
13,000 1,200
12,000 1,000
1
1
2
21
1
21
21
22
-2
2
r-2
-2
1
-2
c-2
1
n-2
-2
ay
g-
ov
p-
ar
ct-
b-
-2
Ap
Jun
De
Au
Se
Fe
M
M
Jul
Nifty Ja
Indigo Paint
BREAK-UP OF SHARES IN PHYSICAL AND DEMAT 8. OTHER DISCLOSURES:

FORM AS ON 31STMARCH, 2022
(A) Material Transaction with Related Parties:
Description Shares % to Equity
All Related Party Transactions as defined under the Act, were in
Physical 1 - the ordinary course of business and on at Arm’s Length basis.
NSDL 4,66,57,365 98.08% The Board has approved a policy for Related Party Transactions
CDSL 9,11,631 1.92% which has been uploaded on the Company’s website at
TOTAL 4,75,68,997 100 www.indigopaints.com/investors. During the year 2021-22,
the Company has not entered into any materially significant
OUTSTANDING GDRs/ADRs/WARRANTS/ related party transaction, which could have a potential conflict
CONVERTIBLE INSTRUMENTS AS ON 31ST MARCH, of interest between the Company and its Promoters or Directors
2022: NIL or Management or their relatives other than the transactions
carried out in the normal course of business. The related party
DETAILS OF CAPITAL MARKET NON-COMPLIANCE, IF transactions are disclosed in Notes to Accounts.
ANY: NIL
(B) Disclosure of Accounting Treatment
UNCLAIMED SHARES: NA
The financial statements of the Company have been prepared
LIST OF ALL CREDIT RATINGS OBTAINED BY THE in accordance with the Indian Accounting Standards (Ind
ENTITY ALONG WITH ANY REVISIONS THERE TO: NA AS) referred to in Section 133 of the Act. The significant
accounting policies which are consistently applied are set out
This Corporate Governance Report of the Company for the in the Notes to the Financial Statements.
financial year ended March 31, 2022 is in compliance with
the requirements of Corporate Governance under the Listing (C)
Web Link Where Policy for Determining
Regulations, as applicable. ‘Material’ Subsidiary Is Disclosed
The Company has complied with all the applicable requirements The Company does not have any subsidiary and hence policy
specified in Regulations 17 to 27 and clauses (b) to (i) of sub– for determining the material subsidiary is not applicable.
regulation (2) of Regulation 46 of the Listing Regulations, to the
extent applicable.
84
(D) Details of Utilization of Funds Raised Through CERTIFICATE FROM PRACTICING COMPANY SECRETARY
Initial Public Offer
Certificate, as required under Part C of Schedule V of
A detailed table showing the utilization of funds raised Listing Regulations, received from M/s. Bapat & Gaikwad
through IPO forms part of the Board’s report. Associates, Pune, Practicing Company Secretaries, confirming
that none of the Directors on the Board of the Company have
(E) Details of Non - Compliance: NA been debarred or disqualified for the financial ending on 31st
March, 2022 from being appointed or continuing as Directors
(F) Vigil Mechanism / Whistle Blower Policy:
of the Company by the Securities and Exchange Board of
Pursuant to Section 177(9) and (10) of the Act, 2013 and India/ Ministry of Corporate Affairs or any such statutory
Regulation 22 of the Listing Regulations, the Company has authority was placed before the Board of Directors at their
formulated Whistle Blower Policy for vigil mechanism of meeting held on August 05, 2022 and is enclosed with this
Directors and employees to report to the management about Report as Annexure II.
the unethical behaviour, fraud or violation of Company’s code
STATUTORY AUDITOR AND AUDIT FEES
of conduct. The mechanism provides for adequate safeguards
against victimization of employees and Directors who use M/s. SRBC & CO LLP, are the Statutory Auditors of your
such mechanism and makes provision for direct access to the Company. The details of the total fees for all services paid
Chairperson of the Audit Committee in exceptional cases. by the Company to the Statutory Auditors are as follows:
None of the personnel of the Company have been denied
access to the Audit Committee. The Whistle Blower Policy is Financial Year Financial
displayed on the Company’s website at www.indigopaints. Type of Service
2021-22 Year 2020-21
com/investors
Audit Fees*# 40.50 28.50
(G) Compliance with Mandatory Requirements Others - -
Total 40.50 28.50
Post listing of shares of the Company your Company has
* Includes Audit and Audit-related services on a consolidated basis.
complied with all the mandatory requirements of the Listing
Excludes any Out of Pocket Expenses Incurred.
#
Regulations relating to Corporate Governance.
The Audit Fees paid to the auditors for the financial year
(H) Commodity Price Risk or Foreign Exchange Risk ended 31stMarch, 2022 is covered separately in the Notes
and Hedging Activities: to Accounts.
Your Company actively monitors the foreign exchange DISCLOSURE UNDER SEXUAL HARASSMENT
movements and takes appropriate steps to reduce the risks
associated with transactions in foreign currencies. Your Company has constituted Internal Complaints
Committee (ICC) to consider and resolve all sexual
(I) Non-Convertible Debentures (NCDs) and Credit harassment complaints. The Constitution of ICC is as per
Rating the Sexual Harassment of Women at Workplace (Prevention,
Your Company has not issued NCDs. Prohibition and Redressal) Act, 2013 and the Committee
includes –
(J) The Company also fulfilled the following non-
Name of Directors Designation
mandatory requirements as specified in Part E
of the Schedule II of the SEBI Listing Regulations: Ms. Nupur Garg Chairperson
Ms. Sakshi Vijay Chopra Member
The Board: The Executive Chairman maintains a
Mr. Narayanankutty Kottiedath Venugopal Member
separate office, for which the Company does not
Ms. Divyanshikha Member
reimburse expenses.
Shareholder Rights: Details are given under the heading The details of sexual harassment complaints for the year
“Means of Communications”. ended 31st March, 2022 are furnished as under:
Modified opinion in Audit Report: During the year under No. of

Particulars
review, there was no audit qualification in the Independent Complaints
Auditor’s Report on the Company’s financial statements. Number of complaints filed during the 0
The Company continues to adopt best practices to ensure financial year
a regime of unqualified financial statements. Number of complaints disposed of 0
Reporting of Internal Auditor: The Internal Auditor reports during the financial year
to the Audit Committee of the Company, to ensure Number of complaints pending as on the 0
independence of the Internal Audit function. end of the financial year
85
MANAGING DIRECTOR & CHIEF FINANCIAL REPORT ON CORPORATE GOVERNANCE

OFFICER CERTIFICATION
This Chapter read together with the “Annexure to Corporate
The Managing Director and Chief Financial Officer of the Governance”, constitutes the Compliance Report on
Company have given annual certificate on financial reports Corporate Governance for 2021-22.
and internal controls to the Board in terms of Regulation
17(8) of the Listing Regulations and the said certificate is For and on behalf of Indigo Paints Limited
annexed with this report in Annexure IV. (formerly Indigo Paints Private Limited)
The Managing Director and Chief Financial Officer also

jointly issue a quarterly compliance certificate on financial Mr. Hemant Kamala Jalan
results and place the same before the Board in terms of Place: Pune Chairman and Managing Director
Regulation 33(2) of the Listing regulations. Date: August 05,2022 DIN: 00080942
86
Annexure I
DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT UNDER SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that all
the Directors and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct, as applicable
to them, for the financial year ended 31st March, 2022.
Hemant Kamala Jalan

Chairman and Managing Director
DIN: 00080942
Place: Pune
Date: August 05,2022
87
Annexure II
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of
Baner Road, Pune-411045, Maharashtra.
Dear Sir,
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Indigo Paints Limited
having CIN L24114PN2000PLC014669 and having registered office at Indigo Tower, Street-5, Pallod Farm-2, Baner Road Pune
Maharashtra 411045 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status
at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby
certify that none of the Directors on the Board of the Company as stated below at the Financial Year ending on 31st March, 2022 have
been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of
India, Ministry of Corporate Affairs, or any such other Statutory Authority:
Sr. Date of appointment

Name of Directors DIN
No. in the Company
1. Ravi Nigam 00024577 28/03/2019
2. Hemant Kamala Jalan 00080942 28/03/2000
3. Anita Hemant Jalan 00085411 28/03/2000
4. Narayanankutty Kottiedath Venugopal 00296465 24/02/2016
5. Sunil Badriprasad Goyal 00503570 13/11/2014
6. Ravi Shankar Venkataraman Ganapathy Agraharam 02604007 11/03/2020
7. Praveen Kumar Ramniranjan Tripathi 03154381 13/11/2014
8. Nupur Garg 03414074 01/06/2020
9. Sakshi Vijay Chopra 07129633 10/10/2018
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
For Bapat Gaikwad & Associates,

Company Secretaries
Tejas Ravindra Bapat

Partner
M. No.: A24639
Date: August 05,2022 CP No.: 8588
Place: Pune UDIN-A024639D000747097
88
Annexure III
CERTIFICATE ON CORPORATE GOVERNANCE BY PRACTICING COMPANY SECRETARIES
To,
The Members of
Baner Road, Pune- 411045, Maharashtra.
We have examined the compliance of the conditions of Corporate Governance by Indigo Paints Limited ('the Company’) for the year
ended on March 31, 2022, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-
C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('SEBI Listing Regulations').
The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the
review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate
Governance.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made by
the Directors and the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and
Exchange Board of India warranted due to the spread of the Covid-19 pandemic, we certify that the Company has complied with
the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, as applicable for the year ended on March 31,
2022.
We further state that this certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the Management has conducted the affairs of the Company.
For Bapat Gaikwad & Associates,

Company Secretaries
Tejas Ravindra Bapat

Partner
M. No.: A24639
Date: August 05, 2022 CP No.: 8588
Place: Pune UDIN-A024639D000747009
89
Annexure IV
COMPLIANCE CERTIFICATE BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
To
The Members,
INDIGO PAINTS LIMITED
Dear Sir/Madam,
Sub: Compliance Certificate for the year ended 31st March, 2022 – Regulation 17(8) & Part B of Schedule II of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
In compliance with Regulation 17 (8) & Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, (as amended), it is certified that –
A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
(2) these statements together present a true and fair view of the Company’s affairs and comply with existing accounting standards,
applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which is
fraudulent, illegal or violate of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors
and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the
steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the Auditors and the Audit Committee:
(1) significant changes in internal control over financial reporting during the year;
(2) there were no significant changes in accounting policies during the year; and
(3) there were no instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial reporting.
Thanking you,
Hemant Jalan Chetan Bhalchandra Humane

Chairman and Managing Director Chief Financial Officer
DIN: 00080942
Place: Pune
Date: August 05,2022
90
Business Responsibility Report (BRR)

[As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
SECTION A - GENERAL INFORMATION ABOUT THE COMPANY
1. Corporate Identity Number (CIN) L24114PN2000PLC014669

2. Name of the Company Indigo Paints Limited
3. Registered Office and Corporate Office Indigo Tower, Street-5, Pallod Farm-2, Baner Road Pune
-411045
4. Website www.indigopaints.com
5. E-mail Id [email protected]
6. Financial Year reported April 01, 2021 to March 31, 2022.
7. Sectors that the Company is engaged in (Industrial Activity Name and description of main product / services:
code-wise) Manufacture of paints, varnishes and similar coatings, printing
ink and mastics
NIC code of the product / service: 202
8. List three key products/services that the Company 1. Manufacturing of Water based Paints
manufactures/ provides (as in Balance Sheet) 2. Manufacturing of Solvent based Paints
3. Manufacturing of Powder based Paints
9. Locations where business activity is undertaken by the 1. Manufacturing Plants – 4
Company 2. Sales Depots/Offices – 47
3. Registered office & Head office – Indigo Tower, Street 5,
Pallod Farm 2, Baner Road, Pune- 411045
10. Markets served by the Company - Local/State/National/ Your Company serves the National market in India which
International includes all States and Union Territories in India. Additionally,
your Company also serves the markets in Bhutan.
SECTION B - FINANCIAL DETAILS OF THE COMPANY
1. Paid-up Capital (As on 31st March, 2022) H 4,756.90 Lakhs

2. Total Turnover H 90,597.48 Lakhs
3. Total Profit after Taxes H 8,404.80 Lakhs
4. Total Spending on Corporate Social Responsibility (CSR) as H 125.87 Lakhs (refer to the ‘Annual Report on CSR’ which is
percentage of Profit after taxes annexed to the Directors Report).
5. List of activities in which Corporate Social Responsibility Refer to the ‘Annual Report on CSR’ which is annexed to the
(CSR) expenditures have been incurred. Directors Report.
SECTION C - OTHER DETAILS
1. Does the Company have any Subsidiary Company/Companies?
No.
2. Do the Subsidiary Company/Companies participate in the BR initiatives of the Parent Company? If yes,
then indicate the number of such Subsidiary Company(s)?
NA.
3. Do any other entity/entities (e.g. suppliers, distributors, etc.) that the Company does business with;
participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/
entities? [Less than 30%, 30-60%, More than 60%]
No.
91
SECTION D - BUSINESS RESPONSIBILITY INFORMATION
1. Details of Director/Directors responsible for BR
a. Details of Director/Directors responsible for the implementation of the BR policy/policies
Sr.
Particulars Details
No.
1. DIN 00080942
2. Name Hemant Kamala Jalan
3. Designation Chairman and Managing Director
b. Details of the BR Head
Sr.
Particulars Details
No.
1. DIN (if applicable) NA
2. Name Chetan Bhalchandra Humane
3. Designation Chief Financial Officer
4. Telephone Number 020- 66814300
5. E-Mail ID [email protected]
2. Principle-wise (as per National Voluntary Guidelines on Social, Environmental and Economic
Responsibilities of Business {NVGs}) BR policy/policies (Reply in Y/N)
Sr.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1. Do you have a policy/policies Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated in Y Y Y Y Y Y NA Y Y
consultation with the relevant Stakeholders?
(Refer Note 1)
3. Does the policy conform to any national/ The content of the policies as articulated by the Company are in
international standards? If yes, specify? compliance with the applicable regulatory requirements and standards.
4. Has the policy been approved by the Y
Board?
If yes, has it been signed by MD/ Owner/
CEO/appropriate Board of Directors?
5. Does the Company have a specified Y
Committee of the Board/Director/ Official
to oversee the implementation of the policy?
6. Indicate the link for the policy to be viewed www.indigopaints.com/investors
online?
7. Has the policy been formally communicated Y
to all relevant internal and external
stakeholders?
8. Does the Company have in-house structure Y
to implement the policy/policies?
9. Does the Company have a grievance Y
redressal mechanism related to the policy/
policies to address stakeholders’ grievances
related to the policy/policies?
10. Has the Company carried out an Y
independent audit/evaluation of the
working of this policy by an internal or
external agency?
92
Note 1: While there may not be formal consultation with all stakeholders, the relevant policies have been drafted after taking inputs
from concerned internal stakeholders.
2a. If answer to Sr. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
Stakeholder Engagement & CSR

Well-being of Employees
Product Responsibility
Customer Relations
Sr.
Questions
No
Business Ethics
Human Rights
Environment
Public Policy
CSR
P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood - - - - - - - - -
the Principles
2. The Company is not at a stage - - - - - - - - -
where it finds itself in a position
to formulate and implement the
policies on specified principles
3. The Company does not have - - - - - - - - -
financial or manpower resources
available for the task
4. It is planned to be done within - - - - - - - - -
next 6 months
5. It is planned to be done within - - - - - - - - -
the next 1 year
6. Any other reason (please specify) - - - - - - * - -
*The Company does not have a separate public policy. For policies related to the Paint Industry, the Company works through industry associations such as Indian Paints
Association, Confederation of Indian Industries, etc. There are specified officials in the Company who are authorized for communicating with industrial bodies and
managing government affairs.
3. Governance related to BR SECTION E – PRINCIPLE-WISE PERFORMANCE

(a) Indicate the frequency with which the Board of Principle 1: BUSINESSES SHOULD CONDUCT AND
Directors, Committee of the Board or CEO meets to GOVERN THEMSELVES WITH ETHICS, TRANSPARENCY
assess the BR performance of the Company. AND ACCOUNTABILITY
Annually. Your Company continues to maintain the highest standards of
ethics in all spheres of its business activities. Apart from the Code
(b) Does the Company publish a BR or a Sustainability
of Conduct required as per various laws, rules and regulations
Report? What is the hyperlink for viewing this report?
from time to time, the Company additionally has in place the
How frequently it is published?
Code of Conduct for all its Directors and employees applicable
The Company has a BR Report which forms part of the across the Company. Your Company is committed in complying
Annual Report and is published annually. The Annual with the laws that apply to them, the Code of Conduct of the
Report is uploaded on the website of the Company, which Company and particularly in assuring that business is conducted
can be viewed at www.indigopaints.com/investors with integrity.
93
Your Company with the help of technology has in place a fully At the solvent-based manufacturing units washing and waste
automated system for tracking and informing trades conducted by solvents are recycled and reused.
insiders under the SEBI (Prohibition of Insider Trading) Regulations,
2015. Your Company also has in place the Code of Conduct for Principle 3: BUSINESSES SHOULD PROMOTE THE
Insider Trading and Whistle Blower policy which are monitored WELL-BEING OF ALL EMPLOYEES
on a regular basis.
Safety is of paramount importance to the Company. All employees
Your Company has a zero tolerance for corruption and unfair in the factories are provided with safety training as part of their
trade practices and if they do occur, such instances are dealt at induction programme. The safety induction programme is also a
the highest level of your Company. compulsory requirement for contract workforce before they are
inducted into the Company. Training and Capability Building
During the year under review, the Company had received 15 across organisation continued to be considered as a key element
complaints from its shareholders which were promptly resolved. of Safety Processes.
No complaints were outstanding as on 31st March, 2022.
Your Company believes in continual learning of its employees
Principle 2: BUSINESSES SHOULD PROVIDE GOODS and has institutionalized a continual learning model for skill
AND SERVICES THAT ARE SAFE AND CONTRIBUTE TO upgradation, especially at the shop-floor level.
SUSTAINABILITY THROUGHOUT THEIR LIFE CYCLE
Other details are mentioned below:
Your Company is committed to the development of products
that are useful to its consumers and ensuring that it has minimum 1. Total number of employees on the rolls of the Company - 708
adverse effect on the environment. Your company has always stuck 2. Number of employees hired on temporary/contractual/
to the philosophy of introducing products that are heavy-metal casual basis - 167
free and the Research and Development department continues its
endeavors and its focus on development of new technology that 3. Number of permanent women employees - 27
reduces, if not eliminates, dependence on ecologically harmful 4. Number of permanent employees who are differently abled – 1
raw materials.
5. Do you have an employee association that is recognized by
Some of the achievements in this context are as below: management? - Yes
Anti Odor Paint for Kitchen and Bath. 6. Percentage of permanent employees that are members of
recognized employee associations- 3.53%
Rustic Finish Putty.
7. Number of complaints relating to child labour, forced labour,
Your company’s Research & Development has set in place involuntary labour, sexual harassment in the last financial
processes to ensure that new products launched are low in year and pending, as on the end of the financial year - 0
Volatile Organic Compounds and free from heavy metals. The
use of all lead based raw materials in all our paints have been 8. Percentage of under-mentioned employees that were given
discontinued since more than half a decade. safety and skill upgradation training in the previous year:
New machinery introduced at plants are selected to ensure better 1. Permanent employees - 48%
efficiency and reduction in power consumption with a view to 2. Permanent women employees - 91%
reduce the carbon footprint and hence better for the environment. 3. Casual/temporary/contractual employees - 75%
All Finished Goods warehouses across the country are located 4. Employees with disabilities - NIL
strategically to efficiently receive material from the factory and
distribute it to the customer. The distribution of goods from factory Principle 4: BUSINESSES SHOULD RESPECT THE
to the warehouse is done through the ERP (Enterprise Resource INTERESTS OF, AND BE RESPONSIVE TOWARDS
Planning) system which is tuned to reduce the freight cost and ALL STAKEHOLDERS, ESPECIALLY THOSE WHO ARE
avoid build-up of non-moving inventory. DISADVANTAGED, VULNERABLE AND MARGINALISED
Your company sources majority of its transport requirements and Identifying the stakeholders and engaging with them is critical
packaging materials from local vendors. Wherever possible, the to the Company’s CSR and Health, Safety and Environment
company, encourages suppliers to set up their manufacturing (HS&E) policies. Your Company has broadly identified six groups
facilities near the factories. covering both internal and external stakeholders as follows:
Your Company is fully committed to take steps in minimizing the Employees

generation of waste from its factories and continuous efforts are Local communities
made to recycle and reuse the waste. Effluent treatment plants
Regulatory authorities
are functional at the water-based manufacturing units for treatment
and reuse of waste water. Dust collection machinery are used for Customers
dust-free environment inside the manufacturing facilities and the Shareholders
dust collected is reused to ensure zero wastage. Dealers, suppliers and other business partners
94
Your company undertakes its CSR for overall betterment of the Principle 7 - BUSINESSES WHEN ENGAGED IN
community with special emphasis on activities for the benefit of INFLUENCING PUBLIC AND REGULATORY POLICY,
the poor and the needy segments of the society. SHOULD DO SO IN A RESPONSIBLE MANNER
Your company has also initiated training programs for applicators Your Company is the member of the Indian Paint Association (IPA)
to enhance their skills in collaboration with the Paints & Coatings and recognizes the importance of engaging with the public and
Skill Council. regulatory bodies in a responsible manner.
Your company endeavors to maintain a healthy stakeholder Your Company actively participates in the programs of the IPA
engagement, allow participation wherever possible and promote and provides diligent inputs for the development of the industry
a collective decision-making process. as per global standards and best practices.
Principle 5 - BUSINESSES SHOULD RESPECT AND Principle 8 - BUSINESSES SHOULD SUPPORT

PROMOTE HUMAN RIGHTS. INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT
Your Company appreciates and believes that human rights are Your Company actively engages in CSR activities for the overall
inherent, universal, indivisible and interdependent in nature. development of the society and is a strong believer in the ‘giving
The principles of non-discrimination, zero tolerance to sexual back more than consumed’ principle. The CSR policy and HS&E
harassment and human rights have been laid down in the policy are set up in the Company to support the functions.
Company’s Code of Conduct.
In the year 2021-22, your Company has spent H 1,25,87,000/-
All relevant stakeholders have to abide by the Code. towards the CSR expenditure and strives to increase the
expenditure in the forthcoming years to support such activities.
No complaint was received from stakeholders under the Code The details of the same are given in the CSR report which forms
of Conduct. an integral part of this Annual Report.
Principle 6 - BUSINESS SHOULD RESPECT, PROTECT Principle 9 - BUSINESSES SHOULD ENGAGE WITH
AND MAKE EFFORTS TO RESTORE THE ENVIRONMENT AND PROVIDE VALUE TO THEIR CUSTOMERS AND
CONSUMERS IN A RESPONSIBLE MANNER.
Your Company’s policy extends to all the employees of the
Company. Your company is ISO 45001 certified and has a well Your Company is committed to transform its consumer experience
laid out Occupational Health & Safety and Environmental Policy. through its finest products in the Paint Industry with respect to
Quality, Reliability and Delivery. The Company has addressed all
Your company understands its responsibility towards improving
the customer grievances received during the last financial year.
environmental parameters and has in place sustainable methods
and practices to identify and reduce the carbon and waste All product information displayed by the Company adheres
footprint. to and conforms to norms as mandated by law. Additionally,
Product Information Sheets which are available with the dealers
Your company has mechanisms in place to identify and assess
of the Company and on the Company website and also on the
potential environmental risks.
packaging of products.
The manufacturing units of the Company follow Environment
Your Company through its on ground staff conducts regular
Management Systems (EMS) practices in all its activities through
surveys and takes feedback of customers regarding the quality of
adoption of ISO system (ISO 14001). With the adoption of EMS,
the product and services offered by the Company. Your company
the management of the environmental programs are done in a
is also committed to fulfill the dynamic needs of its customer.
comprehensive, systematic, planned and documented manner.
The steps taken on conservation of energy include:
Installation of Solar Panels at one factory location.

For and on behalf of Indigo Paints Limited
Capacitor Panel installed for one factory location.
(formerly Indigo Paints Private Limited)
Emission/waste generated by the Company is within the
permissible limits given by CPCB/SPCB.
Your Company has not received any show cause/legal notices Place: Pune Chairman and Managing Director
from CPCB/SPCB during the financial year under review. Date: August 05,2022 DIN: 00080942
95
Financial
Statements
Independent Auditor’s Report

To the Members of Indigo Paints Limited (Formerly known as Audit of the Financial Statements’ section of our report. We are
Indigo Paints Private Limited) independent of the Company in accordance with the ‘Code of
Ethics’ issued by the Institute of Chartered Accountants of India
Report on the Audit of the Financial Statements
together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Act
OPINION and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
We have audited the accompanying financial statements of Code of Ethics. We believe that the audit evidence we have
Indigo Paints Limited (“the Company”), which comprise the obtained is sufficient and appropriate to provide a basis for our
Balance sheet as at March 31, 2022, the Statement of Profit and audit opinion on the financial statements.
Loss, including the statement of Other Comprehensive Income,
the Cash Flow Statement and the Statement of Changes in Equity
for the year then ended, and notes to the financial statements, KEY AUDIT MATTERS
including a summary of significant accounting policies and other Key audit matters are those matters that, in our professional
explanatory information. judgment, were of most significance in our audit of the financial
statements for the financial year ended March 31, 2022. These
In our opinion and to the best of our information and according
matters were addressed in the context of our audit of the financial
to the explanations given to us, the aforesaid financial statements
statements as a whole, and in forming our opinion thereon, and
give the information required by the Companies Act, 2013,
we do not provide a separate opinion on these matters. For each
as amended (“the Act”) in the manner so required and give a
matter below, our description of how our audit addressed the
true and fair view in conformity with the accounting principles
matter is provided in that context.
generally accepted in India, of the state of affairs of the Company
as at March 31, 2022, its profit including other comprehensive We have determined the matters described below to be the key
income, its cash flows and the changes in equity for the year audit matters to be communicated in our report. We have fulfilled
ended on that date. the responsibilities described in the Auditor’s responsibilities for the
audit of the financial statements section of our report, including
BASIS FOR OPINION in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment
We conducted our audit of the financial statements in accordance of the risks of material misstatement of the financial statements. The
with the Standards on Auditing (SAs), as specified under section results of our audit procedures, including the procedures performed
143(10) of the Act. Our responsibilities under those Standards to address the matters below, provide the basis for our audit
are further described in the ‘Auditor’s Responsibilities for the opinion on the accompanying financial statements.
Key audit matters How our audit addressed the key audit matter
(a) Revenue from contracts with Customer - Sale of goods (refer note 18 of the financial statements)
Revenue is recognized when control of the goods is transferred to Our audit procedures included, among others the following
the customer, which is based on delivery terms, on the transaction • We evaluated the Company’s accounting policies for
price, which is the consideration, adjusted for volume discounts, revenue recognition (including for discounts and rebates)
rebates, scheme allowances, price concessions, incentives and assessed its compliance with Ind AS 115 ‘Revenue from
and returns (collectively ‘discounts and rebates’) i.e variable contracts with customers’.
consideration given to the customers. An estimate of variable
• We obtained an understanding, evaluated the design and
consideration payable to the customers is recorded as at the
tested the operating effectiveness of the internal financial
year-end.
controls relating to revenue recognition process.
• We carried out analytical procedures on revenue recognised
during the year to identify unusual variances
• We assessed management’s computations for accrual of
discounts and rebates and on a sample basis compared the
accruals made with the approved schemes and underlying
documents.
97
Key audit matters How our audit addressed the key audit matter
The terms of sales arrangements, including the timing of transfer • We compared the historical trend of payments and reversal
of control, and the nature of discounts and rebate arrangements/ of discounts and rebates to provisions made to assess the
schemes and historical experience, create complexities that current year accruals
require judgment in determining revenues. Considering the • Amongst others, we performed the following tests for a
above factors; Revenue from contracts with customer, has been sample of transactions:
determined as a key audit matter.
• Read and verified supporting documentation for sales
transactions recorded during the year which included
invoices, good dispatch register, customer acceptances and
shipping documents and other related documents.
• Tested the supporting documentation for sales transactions
recorded during the period closer to the year end and
subsequent to the year end.
• Compared that the actual discounts and rebates in a respect
of a particular scheme does not exceed their approval
amount.
• We read and assessed the relevant disclosures of Revenue
from contracts with Customers made in the financial
statements.
We have determined that there are no other key audit matters to comprehensive income, cash flows and changes in equity of
communicate in our report. the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
INFORMATION OTHER THAN THE FINANCIAL
with the Companies (Indian Accounting Standards) Rules, 2015,
STATEMENTS AND AUDITOR’S REPORT
as amended. This responsibility also includes maintenance of
THEREON
adequate accounting records in accordance with the provisions
The Company’s Board of Directors is responsible for the other of the Act for safeguarding of the assets of the Company and for
information. The other information comprises the information preventing and detecting frauds and other irregularities; selection
included in the Annual report, but does not include the financial and application of appropriate accounting policies; making
statements and our auditor’s report thereon. The Annual report is judgments and estimates that are reasonable and prudent; and
expected to be made available to us after the date of auditor’s the design, implementation and maintenance of adequate internal
report. financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to
Our opinion on the financial statements does not cover the other the preparation and presentation of the financial statements that
information and we will not express any form of assurance give a true and fair view and are free from material misstatement,
conclusion thereon. whether due to fraud or error.
In connection with our audit of the financial statements, our In preparing the financial statements, management is responsible
responsibility is to read the other information identified above for assessing the Company’s ability to continue as a going
when it becomes available and, in doing so, consider whether concern, disclosing, as applicable, matters related to going
such other information is materially inconsistent with the financial concern and using the going concern basis of accounting unless
statements or our knowledge obtained in the audit or otherwise management either intends to liquidate the Company or to cease
appears to be materially misstated. operations, or has no realistic alternative but to do so.
When we read the Annual report, if we conclude that there is a Those charged with governance are also responsible for
material misstatement therein, we are required to communicate overseeing the Company’s financial reporting process.
the matter to those charged with governance.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT

RESPONSIBILITIES OF MANAGEMENT AND OF THE FINANCIAL STATEMENTS
THOSE CHARGED WITH GOVERNANCE FOR
THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from material
The Company’s Board of Directors is responsible for the matters misstatement, whether due to fraud or error, and to issue an
stated in section 134(5) of the Act with respect to the preparation auditor’s report that includes our opinion. Reasonable assurance
of these financial statements that give a true and fair view of is a high level of assurance, but is not a guarantee that an audit
the financial position, financial performance including other conducted in accordance with SAs will always detect a material
98
misstatement when it exists. Misstatements can arise from fraud to bear on our independence, and where applicable, related
or error and are considered material if, individually or in the safeguards.
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial From the matters communicated with those charged with
statements. governance, we determine those matters that were of most
significance in the audit of the financial statements for the financial
As part of an audit in accordance with SAs, we exercise year ended March 31, 2022 and are therefore the key audit
professional judgment and maintain professional skepticism matters. We describe these matters in our auditor’s report unless
throughout the audit. We also: law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter
• Identify and assess the risks of material misstatement of the should not be communicated in our report because the adverse
financial statements, whether due to fraud or error, design consequences of doing so would reasonably be expected to
and perform audit procedures responsive to those risks, and outweigh the public interest benefits of such communication.
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than REPORT ON OTHER LEGAL AND REGULATORY
for one resulting from error, as fraud may involve collusion, REQUIREMENTS
forgery, intentional omissions, misrepresentations, or the
1. As required by the Companies (Auditor’s Report) Order,
override of internal control.
2020 (“the Order”), issued by the Central Government of
• Obtain an understanding of internal control relevant to the India in terms of sub-section (11) of section 143 of the Act,
audit in order to design audit procedures that are appropriate we give in the “Annexure 1” a statement on the matters
in the circumstances. Under section 143(3)(i) of the Act, we specified in paragraphs 3 and 4 of the Order.
are also responsible for expressing our opinion on whether
2. As required by Section 143(3) of the Act, we report that:
the Company has adequate internal financial controls with
reference to financial statements in place and the operating (a) We have sought and obtained all the information and
effectiveness of such controls. explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related (b) In our opinion, proper books of account as required
disclosures made by management. by law have been kept by the Company so far as it
appears from our examination of those books;
• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the (c) The Balance Sheet, the Statement of Profit and Loss
audit evidence obtained, whether a material uncertainty including the Statement of Other Comprehensive Income,
exists related to events or conditions that may cast significant the Cash Flow Statement and Statement of Changes in
doubt on the Company’s ability to continue as a going Equity dealt with by this Report are in agreement with
concern. If we conclude that a material uncertainty exists, the books of account;
we are required to draw attention in our auditor’s report (d) In our opinion, the aforesaid financial statements
to the related disclosures in the financial statements or, if comply with the Accounting Standards specified under
such disclosures are inadequate, to modify our opinion. Our Section 133 of the Act, read with Companies (Indian
conclusions are based on the audit evidence obtained up Accounting Standards) Rules, 2015, as amended;
to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as (e) On the basis of the written representations received
a going concern. from the directors as on March 31, 2022 taken on
record by the Board of Directors, none of the directors
• Evaluate the overall presentation, structure and content of the is disqualified as on March 31, 2022 from being
financial statements, including the disclosures, and whether appointed as a director in terms of Section 164 (2) of
the financial statements represent the underlying transactions the Act;
and events in a manner that achieves fair presentation.
(f) With respect to the adequacy of the internal financial
We communicate with those charged with governance controls with reference to these financial statements and
regarding, among other matters, the planned scope and timing of the operating effectiveness of such controls, refer to our
the audit and significant audit findings, including any significant separate Report in “Annexure 2” to this report;
deficiencies in internal control that we identify during our audit.
(g) In our opinion, the managerial remuneration for the year
We also provide those charged with governance with a statement ended March 31, 2022 has been paid / provided
that we have complied with relevant ethical requirements by the Company to its directors in accordance with the
regarding independence, and to communicate with them all provisions of section 197 read with Schedule V to the
relationships and other matters that may reasonably be thought Act;
99
(h) With respect to the other matters to be included in in the note 41(v) to the financial statements,
the Auditor’s Report in accordance with Rule 11 of no funds have been received by the Company
the Companies (Audit and Auditors) Rules, 2014, from any persons or entities, including
as amended in our opinion and to the best of our foreign entities (“Funding Parties”), with the
information and according to the explanations given to understanding, whether recorded in writing or
us: otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other
i. The Company has disclosed the impact of persons or entities identified in any manner
pending litigations on its financial position in its whatsoever by or on behalf of the Funding
financial statements – Refer note 31 to the financial Party (“Ultimate Beneficiaries”) or provide any
statements; guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
ii. The Company did not have any long-term contracts
including derivative contracts for which there were c) Based on such audit procedures performed
any material foreseeable losses; that have been considered reasonable and
appropriate in the circumstances, nothing has
iii. There were no amounts which were required to be
come to our notice that has caused us to believe
transferred to the Investor Education and Protection
that the representations under sub-clause (a)
Fund by the Company.
and (b) contain any material misstatement.
iv. a) The management has represented that, to the
v. As stated in note 11.1 to the financial statements,
best of its knowledge and belief, as disclosed
the Board of Directors of the Company have
in the note 41(iv) to the financial statements,
proposed final dividend for the year which is subject
no funds have been advanced or loaned
to the approval of the members at the ensuing
or invested (either from borrowed funds or
Annual General Meeting. The dividend declared
share premium or any other sources or kind
is in accordance with section 123 of the Act to the
of funds) by the Company to or in any other
extent it applies to declaration of dividend.
persons or entities, including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or
entities identified in any manner whatsoever For S R B C & CO LLP
by or on behalf of the Company (“Ultimate Chartered Accountants
Beneficiaries”) or provide any guarantee, ICAI Firm Registration Number: 324982E/E300003
security or the like on behalf of the Ultimate
Beneficiaries; per Tridevlal Khandelwal
Partner
b) The management has represented that, to the Place of Signature: Pune Membership Number: 501160
best of its knowledge and belief, as disclosed Date: May 20, 2022 UDIN: 22501160AJHLKW8651
100
ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORTING ON OTHER

LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
Re: Indigo Paints Limited (‘the Company’) Partnerships or any other parties. Accordingly, the
requirement to report on clause 3(iii)(a) of the Order is
(i) (a) (A) The Company has maintained proper records not applicable to the Company.
showing full particulars, including quantitative
details and situation of Property, Plant and (b) During the year the Company has not made investments,
Equipment. provided guarantees, provided security and granted
loans and advances in the nature of loans to companies,
(B) The Company has maintained proper records firms, Limited Liability Partnerships or any other parties.
showing full particulars of intangibles assets. Accordingly, the requirement to report on clause 3(iii)(b)
of the Order is not applicable to the Company.
(b) Property, Plant and Equipment have been physically
verified by the management during the year and (c) The Company has not granted loans and advances in
no material discrepancies were identified on such the nature of loans to companies, firms, Limited Liability
verification. Partnerships or any other parties. Accordingly, the
requirement to report on clause 3(iii)(c) of the Order is
(c) The title deeds of immovable properties (other than
not applicable to the Company.
properties where the Company is the lessee and the
lease agreements are duly executed in favour of the (d) The Company has not granted loans or advances in
lessee) disclosed in note 3 to the Ind AS financial the nature of loans to companies, firms, Limited Liability
statements are held in the name of the Company except Partnerships or any other parties. Accordingly, the
freehold land aggregating gross carrying value of INR requirement to report on clause 3(iii)(d) of the Order is
539.93 lakhs as at March 31, 2022 for which title not applicable to the Company.
deeds are not in the name of the Company. Also refer
note 3.1(ii). (e) There were no loans or advance in the nature of loan
granted to companies, firms, Limited Liability Partnerships
(d) The Company has not revalued its Property, Plant and or any other parties. Accordingly, the requirement to
Equipment (including Right of use assets) or intangible report on clause 3(iii)(e) of the Order is not applicable
assets during the year ended March 31, 2022. to the Company.
(e) There are no proceedings initiated or are pending (f) The Company has not granted any loans or advances
against the Company for holding any benami property in the nature of loans, either repayable on demand or
under the Prohibition of Benami Property Transactions without specifying any terms or period of repayment to
Act, 1988 and rules made thereunder. companies, firms, Limited Liability Partnerships or any
other parties. Accordingly, the requirement to report
(ii) (a) The management has conducted physical verification
on clause 3(iii)(f) of the Order is not applicable to the
of inventory at reasonable intervals during the year.
Company.
In our opinion the coverage and the procedure of
such verification by the management is appropriate. (iv) There are no loans, investments, guarantees, and security
Discrepancies of 10% or more in aggregate for each in respect of which provisions of sections 185 and 186 of
class of inventory were not noticed on such physical the Act are applicable and accordingly, the requirement to
verification and have been properly dealt with in the report on clause 3(iv) of the Order is not applicable to the
books of account. Company.
(b) As disclosed in note 12 to the financial statements, (v) The Company has neither accepted any deposits from the
the Company had a sanction of working capital limits public nor accepted any amounts which are deemed to be
in excess of Rs. five crores in aggregate from banks deposits within the meaning of sections 73 to 76 of the
and/or financial institutions till August 03, 2021 on Act and the rules made thereunder, to the extent applicable.
the basis of security of current assets of the Company. Accordingly, the requirement to report on clause 3(v) of the
Based on the records examined by us in the normal Order is not applicable to the Company.
course of audit of the financial statements, the quarterly
returns/statements filed by the Company for June 30, (vi) We have broadly reviewed the books of account maintained
2021 with such banks and financial institutions are in by the Company pursuant to the rules made by the Central
agreement with the books of accounts of the Company. Government for the maintenance of cost records under section
148(1) of the Act, related to the manufacture of Paints, and
(iii) (a) During the year the Company has not provided loans, are of the opinion that prima facie, the specified accounts
advances in the nature of loans, stood guarantee or and records have been made and maintained. We have not,
provided security to companies, firms, Limited Liability however, made a detailed examination of the same.
101
(vii) (a) Undisputed statutory dues including goods and services According to the information and explanations given to
tax, provident fund, employees’ state insurance, income- us and based on audit procedures performed by us, no
tax, duty of custom, cess and other statutory dues have undisputed amounts payable in respect of these statutory
generally been regularly deposited with the appropriate dues were outstanding, at the year end, for a period of
authorities though there has been a slight delay in a more than six months from the date they became payable.
few cases of provident fund and professional tax. The
provisions relating to sales tax, service tax, duty of (b) The dues of goods and services tax, provident fund,
excise and value added tax are not applicable to this employees’ state insurance, income-tax, duty of custom,
Company. cess and other statutory dues have not been deposited
on account of any dispute, are as follows:
Amount of Period to
Name of Forum where dispute is
Nature of dues demand# (Rs. in which it
Statute pending
lakhs) relates
Income Tax Act, Income Tax 21.53 FY 2009-10 Income Tax Appellate
1961 Tribunal, Cochin
1.94 (net of Rs. FY 2012-13 Commissioner of Income-tax
0.35 paid under (Appeals), Cochin
protest)
The Central Excise Excise duty, Service 5.29 FY 2014-15 Commissioner of Central
Act, 1944 tax and penalty (net of Rs. 0.43paid Excise (Appeals), Cochin
under protest)
The Kerela Value Value added tax 0.87 FY 2016-17 Kerala Value Added Tax
Added Tax Act, Appellate Tribunal, Ernakulam
2003
The Kerala Building Tax 22.7 FY 2019-20 The Tahasildar, Kanayannur
Building Tax Act, Taluk, Kanayannur, Kochi
1975
(viii) The Company has not surrendered or disclosed any (f) The Company does not have any subsidiary, associate
transaction, previously unrecorded in the books of account, or joint venture. Accordingly, the requirement to report
in the tax assessments under the Income Tax Act, 1961 as on Clause 3(ix)(f) of the Order is not applicable to the
income during the year. Accordingly, the requirement to Company.
report on clause 3(viii) of the Order is not applicable to the
Company. (x) (a) Monies raised during the previous year by the Company
by way of initial public offer were applied for the
(ix) (a) The Company has not defaulted in repayment of loans purpose for which they were raised, though idle/surplus
or other borrowings or in the payment of interest thereon funds which were not required for immediate utilization
to any lender. have been invested in fixed deposits payable on
demand and current account. The maximum amount of
(b) The Company has not been declared wilful defaulter by idle/surplus funds invested (excluding accrued interest)
any bank or financial institution or government or any during the year was Rs 25,485.39 lakhs of which Rs
government authority. 7,855.50 lakhs was outstanding at the end of the year.
(c) The Company did not have any term loans outstanding (b) The Company has not made any preferential allotment
during the year hence, the requirement to report on or private placement of shares /fully or partially or
clause (ix)(c) of the Order is not applicable to the optionally convertible debentures during the year under
Company. audit and hence, the requirement to report on clause
3(x)(b) of the Order is not applicable to the Company.
(d) On an overall examination of the financial statements of
the Company, no funds raised on short-term basis have (xi) (a) No fraud by the Company or no fraud on the Company
been used for long-term purposes by the Company. has been noticed or reported during the year.
(e) The Company does not have any subsidiary, associate (b) During the year, no report under sub-section (12) of
or joint venture. Accordingly, the requirement to report section 143 of the Companies Act, 2013 has been
on clause 3(ix)(e) of the Order is not applicable to the filed by cost auditor/ secretarial auditor or by us in Form
Company.
102
ADT – 4 as prescribed under Rule 13 of Companies (xvii)The Company has not incurred cash losses in the current
(Audit and Auditors) Rules, 2014 with the Central financial year or during the immediately preceding financial
Government. year.
(c) We have taken into consideration the whistle blower (xviii)There has been no resignation of the statutory auditors during
complaints received by the Company during the year the year and accordingly requirement to report on clause
while determining the nature, timing and extent of audit 3(xviii) of the Order is not applicable to the Company.
procedures.
(xix) On the basis of the financial ratios disclosed in note 39
(xii) (a) The Company is not a nidhi Company as per the to the financial statements, ageing and expected dates
provisions of the Act. Therefore, the requirement to of realization of financial assets and payment of financial
report on clause 3(xii)(a) of the Order is not applicable liabilities, other information accompanying the financial
to the Company. statements, our knowledge of the Board of Directors and
management plans and based on our examination of the
(b) The Company is not a nidhi company as per the evidence supporting the assumptions, nothing has come to
provisions of the Act. Therefore, the requirement to our attention, which causes us to believe that any material
report on clause 3(xii)(b) of the Order is not applicable uncertainty exists as on the date of the audit report that
to the Company. Company is not capable of meeting its liabilities existing at
the date of balance sheet as and when they fall due within
(c) The Company is not a nidhi company as per the
a period of one year from the balance sheet date. We,
provisions of the Act. Therefore, the requirement to
however, state that this is not an assurance as to the future
report on clause 3(xii)(c) of the Order is not applicable
viability of the Company. We further state that our reporting
to the Company.
is based on the facts up to the date of the audit report and
(xiii) Transactions with the related parties are in compliance with we neither give any guarantee nor any assurance that all
sections 177 and 188 of the Act where applicable and liabilities falling due within a period of one year from the
the details have been disclosed in the notes to the financial balance sheet date, will get discharged by the Company as
statements, as required by the applicable accounting and when they fall due.
standards.
(xx) (a) In respect of other than ongoing projects, there are no
(xiv) (a) The Company has an internal audit system commensurate unspent amounts that are required to be transferred to a
with the size and nature of its business. fund specified in Schedule VII of the Act, in compliance
with second proviso to sub section 5 of section 135 of
(b) The internal audit reports of the Company issued till the the Act. This matter has been disclosed in note 25(A) to
date of the audit report, for the period under audit have the financial statements.
been considered by us.
(b) There are no unspent amounts in respect of ongoing
(xv) The Company has not entered into any non-cash transactions projects, that are required to be transferred to a special
with its directors or persons connected with its directors and account in compliance of provision of sub section (6) of
hence requirement to report on clause 3(xv) of the Order is section 135 of the Act. This matter has been disclosed
not applicable to the Company. in note 25(A) to the financial statements.
(xvi) (a) The provisions of section 45-IA of the Reserve Bank of (xxi) The company does not have any subsidiary, associate or
India Act, 1934 (2 of 1934) are not applicable to joint venture. Hence, the requirement to report on clause
the Company. Accordingly, the requirement to report 3(xxi) of the order is not applicable to the company.
on clause (xvi)(a) of the Order is not applicable to the
Company.
(b) The Company is not engaged in any Non-Banking

Financial or Housing Finance activities. Accordingly,
the requirement to report on clause (xvi)(b) of the Order
is not applicable to the Company.
(c) The Company is not a Core Investment Company as For S R B C & CO LLP
defined in the regulations made by Reserve Bank of Chartered Accountants
India. Accordingly, the requirement to report on clause ICAI Firm Registration Number: 324982E/E300003
3(xvi)(c) of the Order is not applicable to the Company.
per Tridevlal Khandelwal
(d) There are no other Companies as part of the Group, Partner
hence, the requirement to report on clause 3(xvi)(d) of Place of Signature: Pune Membership Number: 501160
the Order is not applicable to the Company. Date: May 20, 2022 UDIN: 22501160AJHLKW8651
103
ANNEXURE 2 REFERRED TO IN PARAGRAPH 2(F) UNDER THE HEADING “REPORT ON OTHER LEGAL
AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE
Report on the Internal Financial Controls under statements included obtaining an understanding of internal
Clause (i) of Sub-section 3 of Section 143 of the financial controls with reference to these financial statements,
Companies Act, 2013 (“the Act”) assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal
We have audited the internal financial controls with reference to control based on the assessed risk. The procedures selected
financial statements of Indigo Paints Limited (“the Company”) as depend on the auditor’s judgement, including the assessment
of March 31, 2022 in conjunction with our audit of the financial of the risks of material misstatement of the financial statements,
statements of the Company for the year ended on that date. whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient

MANAGEMENT’S RESPONSIBILITY FOR
and appropriate to provide a basis for our audit opinion on the
INTERNAL FINANCIAL CONTROLS
Company’s internal financial controls with reference to these
The Company’s Management is responsible for establishing and financial statements.
maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company MEANING OF INTERNAL FINANCIAL CONTROLS
considering the essential components of internal control stated WITH REFERENCE TO THESE FINANCIAL
in the Guidance Note on Audit of Internal Financial Controls STATEMENTS
Over Financial Reporting issued by the Institute of Chartered
Accountants of India (“ICAI”). These responsibilities include the A company's internal financial controls with reference to financial
design, implementation and maintenance of adequate internal statements is a process designed to provide reasonable assurance
financial controls that were operating effectively for ensuring the regarding the reliability of financial reporting and the preparation
orderly and efficient conduct of its business, including adherence of financial statements for external purposes in accordance with
to the Company’s policies, the safeguarding of its assets, the generally accepted accounting principles. A company's internal
prevention and detection of frauds and errors, the accuracy financial controls with reference to financial statements includes
and completeness of the accounting records, and the timely those policies and procedures that (1) pertain to the maintenance
preparation of reliable financial information, as required under of records that, in reasonable detail, accurately and fairly reflect
the Companies Act, 2013. the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in
AUDITOR’S RESPONSIBILITY
accordance with generally accepted accounting principles, and
Our responsibility is to express an opinion on the Company's that receipts and expenditures of the company are being made
internal financial controls with reference to these financial only in accordance with authorisations of management and
statements based on our audit. We conducted our audit in directors of the company; and (3) provide reasonable assurance
accordance with the Guidance Note on Audit of Internal regarding prevention or timely detection of unauthorised
Financial Controls Over Financial Reporting (the “Guidance acquisition, use, or disposition of the company's assets that could
Note”) and the Standards on Auditing, as specified under section have a material effect on the financial statements.
143(10) of the Act, to the extent applicable to an audit of internal
financial controls, both issued by ICAI. Those Standards and the INHERENT LIMITATIONS OF INTERNAL
Guidance Note require that we comply with ethical requirements FINANCIAL CONTROLS WITH REFERENCE TO
and plan and perform the audit to obtain reasonable assurance FINANCIAL STATEMENTS
about whether adequate internal financial controls with reference
to these financial statements was established and maintained and Because of the inherent limitations of internal financial controls
if such controls operated effectively in all material respects. with reference to financial statements, including the possibility
of collusion or improper management override of controls,
Our audit involves performing procedures to obtain audit evidence material misstatements due to error or fraud may occur and not
about the adequacy of the internal financial controls with reference be detected. Also, projections of any evaluation of the internal
to these financial statements and their operating effectiveness. financial controls with reference to financial statements to future
Our audit of internal financial controls with reference to financial periods are subject to the risk that the internal financial control
104
with reference to financial statements may become inadequate components of internal control stated in the Guidance Note
because of changes in conditions, or that the degree of issued by the ICAI
compliance with the policies or procedures may deteriorate.
For S R B C & CO LLP
OPINION Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003
In our opinion, the Company has, in all material respects,
adequate internal financial controls with reference to financial
statements and such internal financial controls with reference per Tridevlal Khandelwal
to financial statements were operating effectively as at March Partner
31, 2022, based on the internal control over financial reporting Place of Signature: Pune Membership Number: 501160
criteria established by the Company considering the essential Date: May 20, 2022 UDIN: 22501160AJHLKW8651
105
Balance Sheet as at March 31, 2022

(All amounts in rupees lakhs, unless otherwise stated)
As at As at
Particulars Note
March 31, 2022 March 31, 2021
ASSETS
Non-current assets
Property, plant and equipment 3.1 18,919.70 18,822.99
Capital work in progress 3.1 5,097.27 311.54
Right-of-use assets 3.2 3,320.43 3,009.14
Goodwill 3.3 3,055.20 3,055.20
Other intangible assets 3.3 38.38 46.10
Financial assets
Other non-current assets 5 155.21 1,597.11
Other assets 9 4,163.39 34.41
34,749.58 26,876.49
Current assets
Inventories 6 11,771.93 9,467.47
Financial assets
a) Investments 4 17,309.54 4,967.93
b) Trade receivables 7 17,165.25 12,119.16
c) Cash and cash equivalents 8.1 3,553.27 4,479.89
d) Bank balances other than cash and cash equivalents 8.2 6,408.85 21,351.16
e) Other financial assets 5 9.02 1,091.64
Other current assets 9 1,021.11 762.58
57,238.97 54,239.83
TOTAL 91,988.55 81,116.32
EQUITY AND LIABILITIES
Equity
a) Equity share capital 10.1 4,756.90 4,756.90
b) Instruments in the nature of equity 10.2 - -
c) Other equity 11 60,228.94 51,592.07
64,985.84 56,348.97
Non-current liabilities
Financial liabilities
a) Borrowings 12.1 - -
b) Lease liabilities 35 774.10 549.58
Other non-current liabilities 15 484.26 429.65
Provisions 16 475.04 252.53
Deferred tax liabilities (net) 17 847.12 695.22
2,580.52 1,926.98
Current liabilities
a) Borrowings 12.2 - 3.28
b) Lease liabilities 35 469.54 325.13
c) Trade payables - total outstanding dues of:
- micro and small enterprises 13 4,469.55 5,039.65
- creditors other than micro and small enterprises 13 15,671.47 13,517.46
d) Other financial liabilities 14 672.54 1,520.96
Other current liabilities 15 1,543.70 1,191.29
Provisions 16 227.45 167.93
Liabilities for income tax (net) 1,367.94 1,074.67
24,422.19 22,840.37
TOTAL 91,988.55 81,116.32
The accompanying notes are an integral part of the financial statements

As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Indigo Paints Limited
ICAI Firm Registration No: 324982E/E300003 CIN :L24114PN2000PLC014669
per Tridevlal Khandelwal Hemant Jalan Anita Jalan
Partner Chairman & Managing Director Director
Membership number: 501160 DIN: 00080942 DIN: 00085411
Place: Pune
Date: May 20, 2022
Sujoy Bose Chetan Humane
Company Secretary & Compliance Officer Chief Financial Officer
A - 43755 PAN: ABGPH4376K
Place: Pune
Date: May 20, 2022
106
Statement of Profit and Loss for the year ended March 31, 2022

Particulars Note
March 31, 2022 March 31, 2021
Income
Revenue from operations 18 90,597.48 72,332.47
Other income 19 1,089.32 359.37
Total income (I) 91,686.80 72,691.84
Expenses
Cost of raw materials and components consumed 20 50,888.16 36,394.68
Purchase of traded goods 1,926.02 1,783.48
(Increase) in inventories of finished goods and traded goods 21 (1,461.72) (526.46)
Employee benefits expense 22 5,632.91 4,831.28
Finance costs 23 133.04 381.31
Depreciation and amortization expense 24 3,125.08 2,438.95
Other expenses 25 20,013.74 17,597.88
Total expenses (II) 80,257.23 62,901.12
Profit before tax (III) = (I - II) 11,429.57 9,790.72
Tax expense
Current tax 17 2,877.37 2,555.37
Adjustment of tax relating to earlier periods - (84.85)
Deferred tax 17 147.40 235.19
Total tax expense 3,024.77 2,705.71
Profit for the year, after tax 8,404.80 7,085.01
Other comprehensive income (OCI)
Items not to be reclassified to profit or loss in subsequent periods
Re-measurement gain/ (loss) on defined benefit plans 17.86 (14.53)
Income tax effect (4.50) 3.66
Net other comprehensive income not to be reclassified to 13.36 (10.87)
profit or loss in subsequent periods
Total comprehensive income for the year, net of tax 8,418.16 7,074.14
Earnings per equity share (face value Rs.10) 26
Computed on the basis of profit for the year
- Basic (Amount in Rs.) 17.67 15.55
- Diluted (Amount in Rs.) 17.63 15.54


Place: Pune
Date: May 20, 2022
Place: Pune
Date: May 20, 2022
107
Statement of Cash Flows for the year ended March 31, 2022
March 31,
Particulars March 31, 2021
2022
Cash flow from operating activities
Profit before tax 11,429.57 9,790.72
Adjustments to reconcile profit before tax to net cash flows
Depreciation and amortization expense 3,125.08 2,438.95
Employee stock option expenses 218.71 42.08
Provision for impairment of financial assets (net) 26.15 70.07
Loss on disposal of property, plant and equipment (net) 5.63 2.90
Finance costs 133.04 381.31
Fair value gain on financial instruments at fair value through profit or loss (443.92) (165.90)
Interest income (606.00) (158.33)
Operating profit before working capital changes 13,888.26 12,401.80
Working capital adjustments
Increase in trade payables and other financial liabilities 1,126.90 4,694.89
Increase in other liabilities 407.02 674.95
Increase in provisions 299.89 157.29
(Increase) in trade receivables (5,072.24) (1,741.80)
(Increase) in inventories (2,304.46) (1,791.05)
(Increase) in other assets (258.53) (457.22)
Decrease /(increase) in other financial assets 1,016.35 (165.73)
Cash generated from operating activities 9,103.19 13,773.13
Direct taxes paid (net of refunds) (2,584.10) (1,641.11)
Net cash flow from operating activities (A) 6,519.09 12,132.02
Cash flows (used in) investing activities
Purchase of property, plant and equipment and intangible assets including (12,078.34) (6,604.66)
movement in CWIP, capital advances and capital creditors
Proceeds from sale of property, plant and equipment 3.17 2.28
Purchase of short term investments (11,900.00) (7,300.00)
Proceeds from sale of short term investments 2.31 4,581.68
Investments in bank deposits (having original maturity of more than three months) (18,000.00) (22,500.00)
Proceeds from maturity of bank deposits 34,493.18 -
Interest received 563.30 27.96
Net cash flow (used in) investing activities (B) (6,916.38) (31,792.74)
Cash flows (used in) /from financing activities
Proceeds from issue of share capital (including Securities Premium) - 29,549.40
Proceeds from exercise of share options - 408.59
Transaction costs on issue of shares - (641.20)
(Repayment of) short-term borrowings (net) (3.28) (1,449.63)
Repayment of long-term borrowings - (3,550.82)
Payment of principal portion of lease liabilities (502.86) (411.11)
Interest paid (23.19) (333.05)
Net cash flow (used in)/ from financing activities (C) (529.33) 23,572.18
Net (decrease)/ increase in cash and cash equivalents (A + B + C) (926.62) 3,911.46
108
Statement of Cash Flows for the year ended March 31, 2022
March 31,
Particulars March 31, 2021
2022
Cash and cash equivalents at the beginning of the year 4,479.89 568.43
Cash and cash equivalents at the end of the year 3,553.27 4,479.89
Components of cash and cash equivalents
Cash on hand 8.38 11.72
Balances with banks
- on current accounts 3,544.89 1,071.42
- on cash credit accounts (surplus) - 885.81
- deposits with original maturity of less than three months - 2,510.94
Total cash and cash equivalents (refer note 8.1) 3,553.27 4,479.89


Place: Pune
Date: May 20, 2022
Place: Pune
Date: May 20, 2022
109
Statement of Changes in Equity for the year ended March 31, 2022
A. EQUITY SHARE CAPITAL#:

Equity shares of Rs. 10 each issued, subscribed and fully paid
Particulars No. of Shares Amount

As at April 1, 2020 29,022,175 2,902.22
Issue of share capital (refer note 10.1) 2,013,422 201.34
Issue of shares on exercise of stock options (refer note 10.1 and 29) 455,325 45.53
Conversion of Compulsory Convertible Cumulative Preference Shares (CCCPS) 16,078,075 1,607.81
to equity shares (refer note 10.1)
As at March 31, 2021 47,568,997 4,756.90
Changes in share capital - -
As at March 31, 2022 47,568,997 4,756.90
B. OTHER EQUITY# (ALSO REFER NOTE 11)
Attributable to equity shareholders

Total other
Reserves and surplus
equity
Particulars Employee
Securities General Retained
stock option
premium reserves earnings
reserve
Balance as at April 1, 2020 9,779.28 43.78 152.51 4,997.23 14,972.80
Profit for the year - - - 7,085.01 7,085.01
Other comprehensive income - - - (10.87) (10.87)
Exercise of share options (refer note 11 and 29) 504.78 - (141.72) - 363.06
Share-based payments (refer note 22 and 29) - - 42.08 - 42.08
Conversion of CCCPS into equity shares 222.61 - - - 222.61
Issue of share capital 29,772.09 - - - 29,772.09
Transaction costs (refer note 10.1) (854.71) - - - (854.71)
Balance as at March 31, 2021 39,424.05 43.78 52.87 12,071.37 51,592.07
Balance as at April 1, 2021 39,424.05 43.78 52.87 12,071.37 51,592.07
Profit for the year - - - 8,404.80 8,404.80
Other comprehensive income - - - 13.36 13.36
Share-based payments (refer note 22 and 29) - - 218.71 - 218.71
Balance as at March 31, 2022 39,424.05 43.78 271.58 20,489.53 60,228.94
#There are no adjustments on account of prior period errors or due to changes in accounting policies.


Place: Pune
Date: May 20, 2022
Place: Pune
Date: May 20, 2022
110
Notes to the Financial Statements for the year ended March 31, 2022
1. CORPORATE INFORMATION (B) Summary of significant accounting policies

a. Current versus non-current classification
Indigo Paints Limited (formerly known as Indigo Paints
Private Limited) (“the Company) is a public limited company The Company presents assets and liabilities in
domiciled in India and is incorporated under the provisions the balance sheet based on current/ non-current
of the Companies Act applicable in India. The shares of classification. An asset is treated as current when it is:
the Company got listed on BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE) on February 02, (i) Expected to be realised or intended to be sold
2021. The registered office of the company is located at or consumed in normal operating cycle
Indigo Tower, Street-5, Pallod Farm-2, Baner Road, Pune- (ii) Held primarily for the purpose of trading
411045, Maharashtra, India.
(iii) Expected to be realised within twelve months
The Company is engaged in manufacture and sale of after the reporting period, or
decorative paints and operates with its manufacturing
(iv) Cash or cash equivalent unless restricted from
facilities in Jodhpur (Rajasthan), Kochi (Kerala) and
being exchanged or used to settle a liability for
Pudukkottai (Tamil Nadu). The CIN of the Company is
at least twelve months after the reporting period
L24114PN2000PLC014669.
All other assets are classified as non-current.
The financial statements were approved for issue in
accordance with a resolution of the directors on May 20, A liability is current when:
2022.
(i) It is expected to be settled in normal operating
2.1 Significant accounting policies cycle
(A) Basis of preparation
(ii) It is held primarily for the purpose of trading
The financial statements of the Company have been (iii) It is due to be settled within twelve months after
prepared in accordance with Indian Accounting the reporting period, or
Standards (Ind AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from (iv) There is no unconditional right to defer the
time to time) and presentation requirements of Division settlement of the liability for at least twelve
II of Schedule III to the Companies Act, 2013, (Ind AS months after the reporting period
compliant Schedule III), as applicable to the Company.
The Company classifies all other liabilities as non-
Consequent to amendments to the Schedule III to the current.
Companies Act, 2013, current maturities of long term
Deferred tax assets and liabilities are classified as
borrowings (March 31, 2021: Rs.3.28 lakhs) have
non-current assets and liabilities.
been presented as part of “Short term borrowings”,
which were previously disclosed under “Other financial The operating cycle is the time between the acquisition
liabilities “and Security deposits (March 31, 2021: Rs. of assets for processing and their realisation in cash
87.99 lakhs) have been presented as part of other non- and cash equivalents. The Company has identified
current financial asset, which were previously included twelve months as its operating cycle.
under non-current “Loans” and Security deposits (March
31, 2021: Rs. 366.50 lakhs) have been presented b. Foreign currencies
as part of other current financial asset, which were
The Company’s financial statements are presented
previously included under current “Loans”.
in INR, which is also its functional currency.
The financial statements have been prepared on a
Transactions and balances
historical cost basis, except for the following assets and
liabilities which have been measured at fair value or Transactions in foreign currencies are initially
revalued amount: recorded by the Company at its functional currency
spot rate at the date the transaction first qualifies
(i) Certain financial assets and liabilities measured
for recognition. However, for practical reasons,
at fair value (refer accounting policy regarding
the Company uses average rate if the average
financial instruments), and
approximates the actual rate at the date of the
(ii) Employee stock option. transaction.
111
Monetary assets and liabilities denominated in maximising the use of relevant observable inputs
foreign currencies are translated at the functional and minimising the use of unobservable inputs.
currency spot rate of exchange at the reporting date.
All assets and liabilities for which fair value is
Exchange differences arising on settlement or measured or disclosed in the financial statements
translation of monetary items are recognised in profit are categorised within the fair value hierarchy,
or loss. Non-monetary items that are measured in described as follows, based on the lowest level
terms of historical cost in a foreign currency are input that is significant to the fair value measurement
translated using the exchange rates at the dates of the as a whole:
initial transactions. Non-monetary items measured at
fair value in a foreign currency are translated using (i) Level 1 - Quoted (unadjusted) market prices in
the exchange rates at the date when the fair value active markets for identical assets or liabilities
is determined. The gain or loss arising on translation
(ii) Level 2 - Valuation techniques for which the
of non-monetary items measured at fair value is
lowest level input that is significant to the fair
treated in line with the recognition of the gain or
value measurement is directly or indirectly
loss on the change in fair value of the item (i.e.,
observable
translation differences on items whose fair value gain
or loss is recognised in OCI or profit or loss are also (iii) Level 3 - Valuation techniques for which the
recognised in OCI or profit or loss, respectively). lowest level input that is significant to the fair
value measurement is unobservable
c. Fair value measurement
For assets and liabilities that are recognised in
The Company measures financial instruments, such
the financial statements on a recurring basis, the
as, investments at fair value at each balance sheet
Company determines whether transfers have
date.
occurred between levels in the hierarchy by re-
Fair value is the price that would be received to sell assessing categorisation (based on the lowest level
an asset or paid to transfer a liability in an orderly input that is significant to the fair value measurement
transaction between market participants at the as a whole) at the end of each reporting period.
measurement date. The fair value measurement is
The management determines the policies and
based on the presumption that the transaction to sell
procedures for both recurring fair value measurement
the asset or transfer the liability takes place either:
as well as for non-recurring measurement.
(i) In the principal market for the asset or liability, or
At each reporting date, the management analyses
(ii) In the absence of a principal market, in the the movements in the values of assets and liabilities
most advantageous market for the asset or which are required to be remeasured or re-assessed
liability as per the Company’s accounting policies. For
this analysis, the management verifies the major
The principal or the most advantageous market inputs applied in the latest valuation by agreeing
must be accessible by the Company. the information in the valuation computation to
contracts and other relevant documents.
The fair value of an asset or a liability is measured
using the assumptions that market participants would The management also compares the change in the
use when pricing the asset or liability, assuming fair value of each asset and liability with relevant
that market participants act in their economic best external sources to determine whether the change
interest. is reasonable.
A fair value measurement of a non-financial asset For the purpose of fair value disclosures, the
takes into account a market participant’s ability to Company has determined classes of assets and
generate economic benefits by using the asset in liabilities on the basis of the nature, characteristics
its highest and best use or by selling it to another and risks of the asset or liability and the level of the
market participant that would use the asset in its fair value hierarchy as explained above.
highest and best use.
d. Revenue from contract with customer
The Company uses valuation techniques that are
appropriate in the circumstances and for which Revenue from contracts with customers is
sufficient data are available to measure fair value, recognised when control of the goods or services
112
are transferred to the customer at an amount that the requirements on constraining estimates of
reflects the consideration to which the Company variable consideration in order to determine
expects to be entitled in exchange for those goods the amount of variable consideration that can
or services. The Company has generally concluded be included in the transaction price. A refund
that it is the principal in its revenue arrangements liability is recognized for the goods that are
because it typically controls the goods or services expected to be returned (i.e., the amount not
before transferring them to the customer. included in the transaction price).
The disclosures of significant accounting (ii)

Volume rebates
judgements, estimates and assumptions relating to
revenue from contracts with customers are provided The Company applies the most likely amount
in Note 2.2. method or the expected value method to
estimate the variable consideration in the
Sale of goods contract. The selected method that best predicts
the amount of variable consideration is primarily
Revenue from sale of all types of goods is driven by the number of volume thresholds
recognised at the point in time when control of contained in the contract. The most likely
the asset is transferred to the customer, based on amount is used for those contracts with a single
delivery terms. The normal credit term is 30 to 90 volume threshold, while the expected value
days upon delivery. method is used for those with more than one
volume threshold. The Company then applies
The Company considers whether there are
the requirements on constraining estimates of
other promises in the contract that are separate
variable consideration and recognizes a refund
performance obligations to which a portion
liability for the expected future rebates.
of the transaction price needs to be allocated
(e.g. customer loyalty points). In determining the The disclosures of significant estimates and
transaction price for the sale of goods, the Company assumptions relating to the estimation of
considers the effects of variable consideration, non- variable consideration for returns and volume
cash consideration, and consideration payable to rebates are provided in Note 2.2.
the customer (if any).
Trade receivables
Variable consideration
A receivable is recognised if an amount of
If the consideration in a contract includes a variable consideration that is unconditional (i.e., only
amount, the Company estimates the amount the passage of time is required before payment
of consideration to which it will be entitled in of the consideration is due).
exchange for transferring the goods to the customer.
The variable consideration is estimated at contract Contract liabilities
inception and constrained until it is highly probable
that a significant revenue reversal in the amount A contract liability is recognised if a payment
of cumulative revenue recognised will not occur is received or a payment is due (whichever is
when the associated uncertainty with the variable earlier) from a customer before the Company
consideration is subsequently resolved. Some transfers the related goods or services. Contract
contracts provide customers with a right of return liabilities are recognised as revenue when
the goods within a specified period. The Company the Company performs under the contract
also provides retrospective volume rebates to (i.e., transfers control of the related goods or
certain customers once the quantity of goods services to the customer).
purchased during the period exceeds the threshold
e. Government grants
specified in the contract. The rights of return and
volume rebates give rise to variable consideration. Government grants are recognised where there is
reasonable assurance that the grant will be received,
(i) Rights of return
and all attached conditions will be complied with.
The Company uses the expected value method When the grant relates to an expense item, it is
to estimate the variable consideration given recognised as income on a systematic basis over
the large number of contracts that have similar the periods that the related costs, for which it is
characteristics. The Company then applies intended to compensate, are expensed. When the
113
grant relates to an asset, it is recognised as income the deductible temporary differences, and the carry
in equal amounts over the expected useful life of the forward of unused tax credits and unused tax losses
related asset. can be utilised, except when the deferred tax asset
relating to the deductible temporary difference
f. Taxes arises from the initial recognition of an asset
or liability in a transaction that is not a business
Current income tax
combination and, at the time of the transaction,
Current income tax assets and liabilities are affects neither the accounting profit nor taxable
measured at the amount expected to be recovered profit or loss.
from or paid to the taxation authorities. The tax
The carrying amount of deferred tax assets is
rates and tax laws used to compute the amount are
reviewed at each reporting date and reduced
those that are enacted or substantively enacted, at
to the extent that it is no longer probable that
the reporting date.
sufficient taxable profit will be available to allow
Current income tax relating to items recognised all or part of the deferred tax asset to be utilised.
outside profit or loss is recognised outside profit Unrecognised deferred tax assets are re-assessed
or loss (either in other comprehensive income or at each reporting date and are recognised to
in equity). Current tax items are recognised in the extent that it has become probable that future
correlation to the underlying transaction either in taxable profits will allow the deferred tax asset to
OCI or directly in equity. Management periodically be recovered.
evaluates positions taken in the tax returns with
Deferred tax assets and liabilities are measured at
respect to situations in which applicable tax
the tax rates that are expected to apply in the year
regulations are subject to interpretation and
when the asset is realised, or the liability is settled,
establishes provisions where appropriate.
based on tax rates (and tax laws) that have been
The Company applies the provisions of Appendix C enacted or substantively enacted at the reporting
to Ind AS 12 - Uncertain tax treatment to determine date.
the liability if any. If it is probable (more likely
Deferred tax relating to items recognised outside
than not) that a tax treatment will be accepted, no
profit or loss is recognised outside profit or loss
adjustment is made. If the company concludes that
(either in other comprehensive income or in equity).
the tax treatment is not probable to be accepted
Deferred tax items are recognised in correlation to
by the tax authorities, it is reflected in the income
the underlying transaction either in OCI or directly
tax accounting (as additional liability or higher rate)
in equity.
by using the approach- most likely amount or the
expected value approach. Deferred tax assets and deferred tax liabilities are
offset if a legally enforceable right exists to set off
Deferred tax
current tax assets against current tax liabilities and
Deferred tax is provided using the liability method the deferred taxes relate to the same taxable entity
on temporary differences between the tax bases of and the same taxation authority.
assets and liabilities and their carrying amounts for
Goods and Services tax paid on acquisition of
financial reporting purposes at the reporting date.
assets or on incurring expenses
Deferred tax liabilities are recognised for all taxable
Expenses and assets are recognised net of the
temporary differences, except when the deferred
amount of Goods and Services tax paid, except:
tax liability arises from the initial recognition of
goodwill or an asset or liability in a transaction that (i) When the tax incurred on a purchase of
is not a business combination and, at the time of the assets or services is not recoverable from the
transaction, affects neither the accounting profit nor taxation authority, in which case, the tax paid
taxable profit or loss. is recognised as part of the cost of acquisition
of the asset or as part of the expense item, as
Deferred tax assets are recognised for all deductible
applicable
temporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred tax (ii) When receivables and payables are stated
assets are recognised to the extent that it is probable with the amount of tax included
that taxable profit will be available against which
114
The net amount of tax recoverable from, or payable The Company, based on technical assessment made
to, the taxation authority is included as part of by technical expert and management estimate,
receivables or payables in the balance sheet. depreciates certain items of building, plant and
equipment over estimated useful lives which are
g. Property, plant and equipment (including Capital different from the useful life prescribed in Schedule
work in progress) II to the Companies Act, 2013. The management
believes that these estimated useful lives are realistic
Property, plant and equipment are stated at cost,
and reflect fair approximation of the period over
net of accumulated depreciation and accumulated
which the assets are likely to be used.
impairment losses, if any. Such cost includes the
cost of replacing part of the property, plant and An item of property, plant and equipment and any
equipment and borrowing costs for long-term significant part initially recognised is derecognised
construction projects if the recognition criteria are upon disposal or when no future economic benefits
met. When significant parts of property, plant are expected from its use or disposal. Any gain
and equipment are required to be replaced or loss arising on derecognition of the asset
at intervals, the Company depreciates them (calculated as the difference between the net
separately based on their specific useful lives. disposal proceeds and the carrying amount of the
Likewise, when a major inspection is performed, asset) is included in the statement of profit and loss
its cost is recognised in the carrying amount of the when the asset is derecognised.
property, plant and equipment as a replacement if
the recognition criteria are satisfied. All other repair The residual values, useful lives and methods of
and maintenance costs are recognised in profit or depreciation of property, plant and equipment are
loss as incurred. The present value of the expected reviewed at each financial year end and adjusted
cost for the decommissioning of an asset after its prospectively, if appropriate.
use is included in the cost of the respective asset if
the recognition criteria for a provision are met. h. Intangible assets
Capital work in progress is stated at cost, net of Intangible assets acquired separately are measured
accumulated impairment loss, if any. It comprises on initial recognition at cost. Following initial
of the cost of property, plant and equipment that recognition, intangible assets are carried at cost less
are not yet ready for their intended use as at the any accumulated amortisation and accumulated
balance sheet date. impairment losses.
Depreciation is calculated on a straight-line basis The useful lives of intangible assets are assessed as
over the estimated useful lives of the assets as follows: either finite or indefinite.
Intangible assets with finite lives are amortised over

Useful lives (in
the useful economic life and assessed for impairment
years) prescribed
whenever there is an indication that the intangible
Assets in Schedule II of
asset may be impaired. The amortisation period and
the act (Single
the amortisation method for an intangible asset with
shift basis)
a finite useful life are reviewed at least at the end
Building 30 to 60 of each reporting period. Changes in the expected
Plant and machinery 5 to 15 useful life or the expected pattern of consumption
Furniture and fixture 10 of future economic benefits embodied in the asset
Electrical installation 10 are considered to modify the amortisation period or
and equipment method, as appropriate, and are treated as changes
Office equipment’s 10 in accounting estimates. The amortisation expense on
Computers and 3 intangible assets with finite lives is recognised in the
peripherals statement of profit and loss unless such expenditure
Vehicles 8 forms part of carrying value of another asset.
Leasehold improvements are depreciated on a Intangible assets with indefinite useful lives are not
straight-line basis over the period of the lease or amortised, but are tested for impairment annually,
useful life whichever is lower. The lease term is five either individually or at the cash-generating unit
years. level. The assessment of indefinite life is reviewed
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annually to determine whether the indefinite life when no future economic benefits are expected
continues to be supportable. If not, the change from its use or disposal. Any gain or loss arising
in useful life from indefinite to finite is made on a upon derecognition of the asset (calculated as the
prospective basis. difference between the net disposal proceeds and
the carrying amount of the asset) is included in
An intangible asset is derecognised upon disposal the statement of profit and loss, when the asset is
(i.e., at the date the recipient obtains control) or derecognised.
Amortisation method Internally generated or

Intangible assets Useful lives
used acquired
Computer Software Finite (10 years) Amortised on a straight-line Acquired
basis over the period of the
computer software
i. Borrowing costs and lease payments made at or before the

commencement date less any lease incentives
Borrowing costs directly attributable to the received. Right-of-use assets are depreciated
acquisition, construction or production of an asset on a straight-line basis over the shorter of the
that necessarily takes a substantial period of time to lease term and the estimated useful lives of the
get ready for its intended use or sale are capitalised assets, as follows:
as part of the cost of the asset. All other borrowing
costs are expensed in the period in which they a. Leasehold land – upto 99 years
occur. Borrowing costs consist of interest and other
costs that an entity incurs in connection with the b. Building – upto 5 years
borrowing of funds. Borrowing cost also includes
If ownership of the leased asset transfers to the
exchange differences to the extent regarded as an
Company at the end of the lease term or the
adjustment to the borrowing costs.
cost reflects the exercise of a purchase option,
j. Leases depreciation is calculated using the estimated
useful life of the asset. The right-of-use assets
The Company assesses at contract inception are also subject to impairment.
whether a contract is, or contains, a lease. That is,
if the contract conveys the right to control the use of ii) Lease Liabilities
an identified asset for a period of time in exchange
At the commencement date of the lease,
for consideration.
the Company recognises lease liabilities
Company as a lessee measured at the present value of lease
payments to be made over the lease term.
The Company applies a single recognition and The lease payments include fixed payments
measurement approach for all leases, except for (including in substance fixed payments) less
short-term leases and leases of low-value assets. any lease incentives receivable, variable
The Company recognises lease liabilities to make lease payments that depend on an index or a
lease payments and right-of-use assets representing rate, and amounts expected to be paid under
the right to use the underlying assets. residual value guarantees. The lease payments
also include the exercise price of a purchase
i) Right-of-use assets option reasonably certain to be exercised
by the Company and payments of penalties
The Company recognises right-of-use assets at
for terminating the lease, if the lease term
the commencement date of the lease (i.e., the
reflects the Company exercising the option to
date the underlying asset is available for use).
terminate. Variable lease payments that do not
Right-of-use assets are measured at cost, less
depend on an index or a rate are recognised
any accumulated depreciation and impairment
as expenses (unless they are incurred to
losses, and adjusted for any remeasurement
produce inventories) in the period in which the
of lease liabilities. The cost of right-of-use
event or condition that triggers the payment
assets includes the amount of lease liabilities
occurs.
recognised, initial direct costs incurred,
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In calculating the present value of lease inventories to their present location and
payments, the Company uses its incremental condition. Cost is determined on weighted
borrowing rate at the lease commencement average basis.
date because the interest rate implicit in the
lease is not readily determinable. After the (ii) Finished goods and work in progress: cost
commencement date, the amount of lease includes cost of direct materials and labour
liabilities is increased to reflect the accretion and a proportion of manufacturing overheads
of interest and reduced for the lease payments based on the normal operating capacity but
made. In addition, the carrying amount of excluding borrowing costs. Cost is determined
lease liabilities is remeasured if there is a on weighted average basis.
modification, a change in the lease term, a
(iii) Traded goods: cost includes cost of purchase
change in the lease payments (e.g., changes
and other costs incurred in bringing the
to future payments resulting from a change in
inventories to their present location and
an index or rate used to determine such lease
condition. Cost is determined on weighted
payments) or a change in the assessment of an
average basis.
option to purchase the underlying asset.
Net realisable value is the estimated selling
iii) Short-term leases and leases of low-value
price in the ordinary course of business,
assets
less estimated costs of completion and the
The Company applies the short-term lease estimated costs necessary to make the sale.
recognition exemption to its short-term leases
l. Impairment of non-financial assets
(i.e., those leases that have a lease term of
12 months or less from the commencement The Company assesses, at each reporting date,
date with no option for extension and do not whether there is an indication that an asset may be
contain a purchase option). It also applies impaired. If any indication exists, or when annual
the lease of low-value assets recognition impairment testing for an asset is required, the
exemption to leases that are considered to be Company estimates the asset’s recoverable amount.
low value. Lease payments on short-term leases An asset’s recoverable amount is the higher of an
and leases of low-value assets are recognised asset’s or cash-generating unit’s (CGU) fair value
as expense on a straight-line basis over the less costs of disposal and its value in use. The
lease term. recoverable amount is determined for an individual
asset, unless the asset does not generate cash
Company as a lessor
inflows that are largely independent of those from
Leases in which the Company does not transfer other assets or groups of assets. When the carrying
substantially all the risks and rewards incidental amount of an asset or CGU exceeds its recoverable
to ownership of an asset are classified as amount, the asset is considered impaired and is
operating leases. Rental income arising is written down to its recoverable amount.
accounted for on a straight-line basis over
In assessing value in use, the estimated future cash
the lease terms. Initial direct costs incurred in
flows are discounted to their present value using
negotiating and arranging an operating lease
a pre-tax discount rate that reflects current market
are added to the carrying amount of the leased
assessments of the time value of money and the
asset and recognised over the lease term on
risks specific to the asset. In determining fair value
the same basis as rental income. Contingent
less costs of disposal, recent market transactions are
rents are recognised as revenue in the period
taken into account. If no such transactions can be
in which they are earned.
identified, an appropriate valuation model is used.
k. Inventories These calculations are corroborated by valuation
multiples, quoted share prices for publicly traded
Inventories are valued at the lower of cost and net companies or other available fair value indicators.
realisable value. Costs incurred in bringing each
product to its present location and condition are The Company bases its impairment calculation on
accounted for as follows: detailed budgets and forecast calculations, which
are prepared separately for each of the Company’s
(i) Raw materials: cost includes cost of purchase CGUs to which the individual assets are allocated.
and other costs incurred in bringing the These budgets and forecast calculations generally
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cover a period of five years. For longer periods, as a result of a past event, it is probable that an
a long-term growth rate is calculated and applied outflow of resources embodying economic benefits
to project future cash flows after the fifth year. To will be required to settle the obligation and a
estimate cash flow projections beyond periods reliable estimate can be made of the amount of the
covered by the most recent budgets/forecasts, obligation. The expense relating to a provision is
the Company extrapolates cash flow projections presented in the statement of profit and loss net of
in the budget using a steady or declining growth any reimbursement.
rate for subsequent years, unless an increasing rate
can be justified. In any case, this growth rate does If the effect of the time value of money is material,
not exceed the long-term average growth rate for provisions are discounted using a current pre-
the products, industries, or country or countries in tax rate that reflects, when appropriate, the risks
which the Company operates, or for the market in specific to the liability. When discounting is used,
which the asset is used. the increase in the provision due to the passage of
time is recognised as a finance cost.
Impairment losses of continuing operations,
including impairment on inventories, are recognised n. Retirement and other employee benefits
in the statement of profit and loss, except for
Retirement benefit in the form of provident fund is
properties previously revalued with the revaluation
a defined contribution scheme. The Company has
surplus taken to OCI. For such properties, the
no obligation, other than the contribution payable
impairment is recognised in OCI up to the amount
to the provident fund. The Company recognizes
of any previous revaluation surplus.
contribution payable to the provident fund scheme
For assets excluding goodwill, an assessment is as an expense, when an employee renders the
made at each reporting date to determine whether related service.
there is an indication that previously recognised
The Company operates a defined benefit gratuity
impairment losses no longer exist or have decreased.
plan in India, which requires contributions to be
If such indication exists, the Company estimates the
made to a separately administered fund. The cost
asset’s or CGU’s recoverable amount. A previously
of providing benefits under the defined benefit
recognised impairment loss is reversed only if there
plan is determined using the projected unit credit
has been a change in the assumptions used to
method.
determine the asset’s recoverable amount since the
last impairment loss was recognised. The reversal is Remeasurements, comprising of actuarial
limited so that the carrying amount of the asset does gains and losses, the effect of the asset ceiling,
not exceed its recoverable amount, nor exceed the excluding amounts included in net interest on
carrying amount that would have been determined, the net defined benefit liability and the return on
net of depreciation, had no impairment loss been plan assets (excluding amounts included in net
recognised for the asset in prior years. Such reversal interest on the net defined benefit liability), are
is recognised in the statement of profit and loss unless recognised immediately in the balance sheet with a
the asset is carried at a revalued amount, in which corresponding debit or credit to retained earnings
case, the reversal is treated as a revaluation increase. through OCI in the period in which they occur.
Remeasurements are not reclassified to profit or loss
Goodwill is tested for impairment annually and
in subsequent periods.
when circumstances indicate that the carrying value
may be impaired. Past service costs are recognised in profit or loss on
the earlier of:
Impairment is determined for goodwill by assessing
the recoverable amount of each CGU (or group of (i) The date of the plan amendment or curtailment,
CGUs) to which the goodwill relates. When the and
recoverable amount of the CGU is less than it’s
carrying amount, an impairment loss is recognised. (ii) The date that the Company recognises related
Impairment losses relating to goodwill cannot be restructuring costs
reversed in future periods.
Net interest is calculated by applying the discount
m.
Provisions rate to the net defined benefit liability or asset. The
Company recognises the following changes in the
Provisions are recognised when the Company net defined benefit obligation as an expense in the
has a present obligation (legal or constructive) statement of profit and loss:
118
(i) Service costs comprising current service are modified, the minimum expense recognised is
costs, past-service costs, gains and losses on the grant date fair value of the unmodified award,
curtailments and non-routine settlements; and provided the original vesting terms of the award
are met. An additional expense, measured as at
(ii) Net interest expense or income the date of modification, is recognised for any
modification that increases the total fair value of the
Accumulated leave, which is expected to be utilized
share-based payment transaction, or is otherwise
within the next 12 months, is treated as short-term
beneficial to the employee. Where an award is
employee benefit. The Company measures the
cancelled by the entity or by the counterparty, any
expected cost of such absences as the additional
remaining element of the fair value of the award is
amount that it expects to pay as a result of the
expensed immediately through profit or loss.
unused entitlement that has accumulated at the
reporting date. The Company recognizes expected The dilutive effect of outstanding options is reflected
cost of short-term employee benefit as an expense, as additional share dilution in the computation of
when an employee renders the related service. diluted earnings per share.
The Company treats accumulated leave expected p. Financial instruments
to be carried forward beyond twelve months,
as long-term employee benefit for measurement A financial instrument is any contract that gives rise
purposes. The obligations are presented as current to a financial asset of one entity and a financial
liabilities in the balance sheet if the entity does not liability or equity instrument of another entity.
have an unconditional right to defer the settlement
for at least twelve months after the reporting date. Financial assets
o. Share-based payments Initial recognition and measurement
Employees (including senior executives) of the Financial assets are classified, at initial recognition,
Company receive remuneration in the form of as subsequently measured at amortised cost, fair
share-based payments, whereby employees render value through other comprehensive income (OCI),
services as consideration for equity instruments and fair value through profit or loss.
(equity-settled transactions).
The classification of financial assets at initial
Equity-settled transactions recognition depends on the financial asset’s
contractual cash flow characteristics and the
The cost of equity-settled transactions is determined Company’s business model for managing them.
by the fair value at the date when the grant is made With the exception of trade receivables that do
using an appropriate valuation model. not contain a significant financing component or
for which the Company has applied the practical
That cost is recognised, together with a expedient, the Company initially measures a
corresponding increase in share-based payment financial asset at its fair value plus, in the case of
reserves in equity, over the period in which the a financial asset not at fair value through profit or
performance and/or service conditions are fulfilled loss, transaction costs. Trade receivables that do
in employee benefits expense. The cumulative not contain a significant financing component or
expense recognised for equity-settled transactions for which the Company has applied the practical
at each reporting date until the vesting date reflects expedient are measured at the transaction price
the extent to which the vesting period has expired determined under Ind AS 115.
and the Company’s best estimate of the number
of equity instruments that will ultimately vest. The In order for a financial asset to be classified and
expense or credit in the statement of profit and loss measured at amortised cost or fair value through
for a period represents the movement in cumulative OCI, it needs to give rise to cash flows that are
expense recognised as at the beginning and end of ‘solely payments of principal and interest (SPPI)’ on
that period and is recognised in employee benefits the principal amount outstanding. This assessment
expense. is referred to as the SPPI test and is performed at
an instrument level. Financial assets with cash flows
No expense is recognised for awards that do not that are not SPPI are classified and measured at
ultimately vest because service conditions have not fair value through profit or loss, irrespective of the
been met. When the terms of an equity-settled award business model.
119
The Company’s business model for managing is calculated by taking into account any discount or
financial assets refers to how it manages its financial premium on acquisition and fees or costs that are
assets in order to generate cash flows. The business an integral part of the EIR. The EIR amortisation is
model determines whether cash flows will result included in finance income in the profit or loss. The
from collecting contractual cash flows, selling the losses arising from impairment are recognised in
financial assets, or both. Financial assets classified the profit or loss. The Company’s financial assets at
and measured at amortised cost are held within a amortised cost includes trade receivables and other
business model with the objective to hold financial receivables.
assets in order to collect contractual cash flows
while financial assets classified and measured at Financial assets at fair value through profit or loss
fair value through OCI are held within a business
Financial assets at fair value through profit or
model with the objective of both holding to collect
loss are carried in the balance sheet at fair value
contractual cash flows and selling.
with net changes in fair value recognised in the
Purchases or sales of financial assets that require statement of profit and loss.
delivery of assets within a time frame established
This category includes derivative instruments and
by regulation or convention in the market place
listed equity investments which the Company had
(regular way trades) are recognised on the trade
not irrevocably elected to classify at fair value
date, i.e., the date that the Company commits to
through OCI. Dividends on listed equity investments
purchase or sell the asset.
are recognised in the statement of profit and loss
Subsequent measurement when the right of payment has been established.
For purposes of subsequent measurement, financial Derecognition

assets are classified in four categories:
A financial asset (or, where applicable, a part of a
(i) Financial assets at amortised cost (debt financial asset or part of a group of similar financial
instruments) assets) is primarily derecognised (i.e. removed from
the Company’s balance sheet) when:
(ii) Financial assets at fair value through other
comprehensive income (FVTOCI) with (i) The rights to receive cash flows from the asset
recycling of cumulative gains and losses (debt have expired, or
instruments)
(ii) The Company has transferred its rights to receive
(iii) Financial assets designated at fair value cash flows from the asset or has assumed an
through OCI with no recycling of cumulative obligation to pay the received cash flows in full
gains and losses upon derecognition (equity without material delay to a third party under
instruments) a ‘pass-through’ arrangement and either (a)
(iv) Financial assets at fair value through profit or the Company has transferred substantially all
loss the risks and rewards of the asset, or (b) the
Company has neither transferred nor retained
Financial assets at amortised cost (debt instruments) substantially all the risks and rewards of the
asset, but has transferred control of the asset.
A ‘financial asset’ is measured at the amortised cost
if both the following conditions are met: When the Company has transferred its rights to
receive cash flows from an asset or has entered
(i) The asset is held within a business model into a pass-through arrangement, it evaluates if and
whose objective is to hold assets for collecting to what extent it has retained the risks and rewards
contractual cash flows, and of ownership. When it has neither transferred nor
retained substantially all of the risks and rewards
(ii) Contractual terms of the asset give rise on
of the asset, nor transferred control of the asset,
specified dates to cash flows that are solely
the Company continues to recognise the transferred
payments of principal and interest (SPPI) on the
asset to the extent of the Company’s continuing
principal amount outstanding.
involvement. In that case, the Company also
This category is the most relevant to the Company. recognises an associated liability. The transferred
After initial measurement, such financial assets are asset and the associated liability are measured on
subsequently measured at amortised cost using the a basis that reflects the rights and obligations that
effective interest rate (EIR) method. Amortised cost the Company has retained.
120
Continuing involvement that takes the form of a the Company is required to use the remaining
guarantee over the transferred asset is measured contractual term of the financial instrument
at the lower of the original carrying amount of the
(ii) Cash flows from the sale of collateral held or
asset and the maximum amount of consideration
other credit enhancements that are integral to
that the Company could be required to repay.
the contractual terms
Impairment of financial assets
As a practical expedient, the Company uses a
In accordance with Ind-AS 109, the Company provision matrix to determine impairment loss
applies expected credit loss (“ECL”) model for allowance on portfolio of its trade receivables. The
measurement and recognition of impairment loss. provision matrix is based on its historically observed
The Company follows ‘simplified approach’ for default rates over the expected life of the trade
recognition of impairment loss allowance on trade receivables and is adjusted for forward-looking
receivables. estimates. At every reporting date, the historical
observed default rates are updated and changes
The application of simplified approach does not in the forward-looking estimates are analyzed.
require the Company to track changes in credit risk.
Rather, it recognizes impairment loss allowance ECL impairment loss allowance (or reversal)
based on lifetime ECLs at each reporting date, right recognized during the period is recognized as
from its initial recognition. income/ expense in the Statement of profit and
loss. This amount is reflected in a separate line in
For recognition of impairment loss on other financial the Statement of profit and loss as an impairment
assets and risk exposure, the Company determines gain or loss. The balance sheet presentation is
that whether there has been a significant increase described below:
in the credit risk since initial recognition. If credit
risk has not increased significantly, 12-month ECL Financial assets measured as at amortized cost and
is used to provide for impairment loss. However, if contractual revenue receivables. ECL is presented
credit risk has increased significantly, lifetime ECL as an allowance, i.e., as an integral part of the
is used. If, in a subsequent period, credit quality measurement of those assets in the balance sheet.
of the instrument improves such that there is no The allowance reduces the net carrying amount.
longer a significant increase in credit risk since
initial recognition, then the Company reverts to
recognizing impairment loss allowance based on Initial recognition and measurement
12-month ECL.
Financial liabilities are classified, at initial
Lifetime ECL are the expected credit losses resulting recognition, as financial liabilities at fair value
from all possible default events over the expected through profit or loss, loans and borrowings,
life of a financial instrument. The 12-month ECL is a payables, or as derivatives designated as hedging
portion of the lifetime ECL which results from default instruments in an effective hedge, as appropriate.
events on a financial instrument that are possible
within 12 months after the reporting date. All financial liabilities are recognised initially at fair
value and, in the case of loans and borrowings and
ECL is the difference between all contractual cash payables, net of directly attributable transaction costs.
flows that are due to the Company in accordance
with the contract and all the cash flows that the The Company’s financial liabilities include trade
Company expects to receive (i.e., all cash and other payables, loans and borrowings
shortfalls), discounted at the original EIR. When including bank overdrafts.
estimating the cash flows, a Company is required Subsequent measurement
to consider:
For purposes of subsequent measurement, financial
(i) All contractual terms of the financial instrument liabilities are classified in two categories:
(including prepayment, extension, call and
similar options) over the expected life of • Financial liabilities at fair value through profit
the financial instrument. However, in rare or loss
cases when the expected life of the financial • Financial liabilities at amortised cost (loans
instrument cannot be estimated reliably, then and borrowings)
121
Financial liabilities at fair value through profit or cancelled or expires. When an existing financial
loss liability is replaced by another from the same
lender on substantially different terms, or the terms
Financial liabilities at fair value through profit or
of an existing liability are substantially modified,
loss include financial liabilities held for trading
such an exchange or modification is treated as
and financial liabilities designated upon initial
the derecognition of the original liability and the
recognition as at fair value through profit or loss.
recognition of a new liability. The difference in the
Financial liabilities are classified as held for trading respective carrying amounts is recognised in the
if they are incurred for the purpose of repurchasing statement of profit and loss.
in the near term. This category also includes
Offsetting of financial instruments
derivative financial instruments entered into by
the Company that are not designated as hedging Financial assets and financial liabilities are offset,
instruments in hedge relationships as defined by and the net amount is reported in the balance sheet
Ind AS 109. Separated embedded derivatives are if there is a currently enforceable legal right to offset
also classified as held for trading unless they are the recognised amounts and there is an intention to
designated as effective hedging instruments. settle on a net basis, to realise the assets and settle
the liabilities simultaneously.
Gains or losses on liabilities held for trading are
recognised in the profit or loss. q. Cash and cash equivalents
Financial liabilities designated upon initial Cash and cash equivalent in the balance sheet
recognition at fair value through profit or loss are comprise cash at banks and on hand and short-term
designated as such at the initial date of recognition, deposits with an original maturity of three months
and only if the criteria in Ind AS 109 are satisfied. or less, that are readily convertible to a known
For liabilities designated as FVTPL, fair value gains/ amount of cash and subject to an insignificant risk
losses attributable to changes in own credit risk of changes in value.
are recognized in OCI. These gains/ losses are
not subsequently transferred to P&L. However, the For the purpose of the statement of cash flows, cash
Company may transfer the cumulative gain or loss and cash equivalents consist of cash and short-term
within equity. All other changes in fair value of such deposits, as defined above, net of outstanding
liability are recognised in the statement of profit and bank overdrafts as they are considered an integral
loss. The Company has not designated any financial part of the Company’s cash management.
liability as at fair value through profit or loss.
r. Segment Reporting
Financial liabilities at amortised cost (Loans and
borrowings) Operating segments are reported in a manner
consistent with the internal reporting provided to
This is the category most relevant to the Company. the chief operating decision maker.
After initial recognition, interest-bearing loans
and borrowings are subsequently measured at The Board of Directors of the Company has
amortised cost using the EIR method. Gains and identified the Managing Director and Chief
losses are recognised in profit or loss when the Executive Officer as the chief operating decision
liabilities are derecognised as well as through the maker of the Company.
EIR amortisation process.
s. Contingent liability
Amortised cost is calculated by taking into account
A disclosure for a contingent liability is made where
any discount or premium on acquisition and fees
there is a possible obligation that arises from past
or costs that are an integral part of the EIR. The
events and the existence of which will be confirmed
EIR amortisation is included as finance costs in the
only by the occurrence or non-occurrence of one
statement of profit and loss.
or more uncertain future events not wholly within
This category generally applies to borrowings. the control of the Company or a present obligation
that arises from the past events where it is either
Derecognition not probable that an outflow of resources will
be required to settle the obligation or a reliable
A financial liability is derecognised when the
estimate of the amount cannot be made
obligation under the liability is discharged or
122
t. Earnings per share an economic incentive for it to exercise either the renewal
or termination. After the commencement date, the Company
Basic earnings per share is calculated by dividing reassesses the lease term if there is a significant event or
the net profit or loss attributable to equity holders change in circumstances that is within its control and affects
of parent company (after deducting preference its ability to exercise or not to exercise the option to renew or
dividends and attributable taxes) by the weighted to terminate.
average number of equity shares outstanding
during the period. Revenue from contracts with customers
For the purpose of calculating diluted earnings The Company applied the following judgements that
per share, the net profit or loss for the period significantly affect the determination of the amount and
attributable to equity shareholders of the parent timing of revenue from contracts with customers:
company and the weighted average number of
shares outstanding during the period are adjusted • Determining method to estimate variable consideration
for the effects of all dilutive potential equity shares. and assessing the constraint
2.2
Significant accounting judgements, estimates Certain contracts for the sale of goods include a right of return
and assumptions and volume rebates that give rise to variable consideration.
In estimating the variable consideration, the Company is
The preparation of the Company’s financial statements requires required to use either the expected value method or the most
management to make judgements, estimates and assumptions likely amount method based on which method better predicts
that affect the reported amounts of revenues, expenses, assets the amount of consideration to which it will be entitled.
and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these The Company determined that the expected value method
assumptions and estimates could result in outcomes that is the appropriate method to use in estimating the variable
require a material adjustment to the carrying amount of assets consideration for the sale of goods with rights of return, given
or liabilities affected in future periods the large number of customer contracts that have similar
characteristics. In estimating the variable consideration
Other disclosures relating to the Company’s exposure to risks for the sale of goods with volume rebates, the Company
and uncertainties includes: determined that using a combination of the most likely
amount method and expected value method is appropriate.
• Capital management The selected method that better predicts the amount of
• Financial risk management objectives and policies variable consideration was primarily driven by the number
• Sensitivity analyses disclosures of volume thresholds contained in the contract.
Judgements Before including any amount of variable consideration in the

transaction price, the Company considers whether the amount
In the process of applying the Company’s accounting of variable consideration is constrained. The Company
policies, management has made the following judgements, determined that the estimates of variable consideration are
which have the most significant effect on the amounts not constrained based on its historical experience, business
recognised in the financial statements: forecast and the current economic conditions. In addition,
the uncertainty on the variable consideration will be resolved
Determining the lease term of contracts with renewal and
within a short time frame.
termination options – Company as lessee
Estimates and assumptions
The Company determines the lease term as the non-
cancellable term of the lease, together with any periods The key assumptions concerning the future and other key
covered by an option to extend the lease if it is reasonably sources of estimation uncertainty at the reporting date, that
certain to be exercised, or any periods covered by an option have a significant risk of causing a material adjustment to
to terminate the lease, if it is reasonably certain not to be the carrying amounts of assets and liabilities within the next
exercised. financial year, are described below. The Company based its
assumptions and estimates on parameters available when the
The Company has several lease contracts that include
financial statements were prepared. Existing circumstances
extension and termination options. The Company applies
and assumptions about future developments, however, may
judgement in evaluating whether it is reasonably certain
change due to market changes or circumstances arising that
whether or not to exercise the option to renew or terminate
are beyond the control of the Company. Such changes are
the lease. That is, it considers all relevant factors that create
reflected in the assumptions when they occur.
123
Impairment of non-financial assets Defined benefit plans (gratuity benefits)
Impairment exists when the carrying value of an asset or The cost of the defined benefit gratuity plan and other post-
cash generating unit exceeds its recoverable amount, employment benefits and the present value of the gratuity
which is the higher of its fair value less costs of disposal obligation are determined using actuarial valuations. An
and its value in use. The fair value less costs of disposal actuarial valuation involves making various assumptions that
calculation is based on available data from binding sales may differ from actual developments in the future. These
transactions, conducted at arm’s length, for similar assets or include the determination of the discount rate, future salary
observable market prices less incremental costs for disposing increases and mortality rates. Due to the complexities involved
of the asset. The value in use calculation is based on a DCF in the valuation and its long-term nature, a defined benefit
model. The cash flows are derived from the budget for the obligation is highly sensitive to changes in these assumptions.
next five years and do not include restructuring activities that All assumptions are reviewed at each reporting date.
the Company is not yet committed to or significant future
investments that will enhance the asset’s performance of the Fair value measurement of financial instruments
CGU being tested. The recoverable amount is sensitive to
When the fair value of financial assets and liabilities recorded
the discount rate used for the DCF model as well as the
in the balance sheet cannot be measured based on quoted
expected future cash-inflows and the growth rate used for
prices in active markets, their fair value is measured using
extrapolation purposes. These estimates are most relevant to
valuation techniques including the discounted cash flow
goodwill recognised by the Company. The key assumptions
(DCF) model. The inputs to these models are taken from
used to determine the recoverable amount for the different
observable markets if available, otherwise, a degree of
CGUs, including a sensitivity analysis.
judgement is required in establishing fair values. Judgements
Provision for expected credit losses of trade receivables include considerations of inputs such as liquidity risk, credit
and contract assets risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of the financial
The Company uses a provision matrix to calculate ECLs for instrument.
trade receivables and contract assets. The provision rates are
based on days past due for groupings of various customer Revenue recognition - Estimating variable consideration for
segments that have similar loss patterns returns and volume rebates
The provision matrix is initially based on the Company’s The Company estimates variable considerations to be
historical observed default rates. The Company will calibrate included in the transaction price for the sale of goods with
the matrix to adjust the historical credit loss experience with rights of return and volume rebates.
forward-looking information. At every reporting date, the
The Company developed a model for forecasting sales
historical observed default rates are updated and changes
returns. The model used the historical return data of each
in the forward-looking estimates are analysed.
product to come up with expected return percentages.
The assessment of the correlation between historical These percentages are applied to determine the expected
observed default rates, forecast economic conditions and value of the variable consideration. Any significant changes
ECLs is a significant estimate. The amount of ECLs is sensitive in experience as compared to historical return pattern will
to changes in circumstances and of forecast economic impact the expected return percentages estimated by the
conditions. The Company’s historical credit loss experience Company.
and forecast of economic conditions may also not be
The Company’s expected volume rebates are analysed on a
representative of customer’s actual default in the future.
per customer basis for contracts that are subject to a volume
Share-based payments threshold. Determining whether a customer will be likely
entitled to rebate will depend on the customer’s historical
For the measurement of the fair value of equity-settled rebates entitlement and accumulated purchases to date.
transactions with employees at the grant date, the Company
uses a DCF model for Employee Share Option Plan. The The Company applied a model for estimating expected
assumptions and models used for estimating fair value for volume rebates for contracts. The model uses the historical
share-based payment transactions are disclosed in Note 30. purchasing patterns and rebates entitlement of customers
124
to determine the expected rebate percentages and the 2.4 Standards notified but not yet effective
expected value of the variable consideration. Any significant
changes in experience as compared to historical purchasing Ministry of Corporate Affairs (“MCA”) notifies new standards
patterns and rebate entitlements of customers will impact the or amendments to the existing standards under Companies
expected rebate percentages estimated by the Company. (Indian Accounting Standards) Rules as issued from time to
time. On March 23, 2022, MCA amended the Companies
The Company updates its assessment of expected returns and (Indian Accounting Standards) Amendment Rules, 2022, as
volume rebates annually and the refund liabilities are adjusted below.
accordingly. Estimates of expected returns and volume rebates
are sensitive to changes in circumstances and the Company’s (i) Ind AS 16 – Property Plant and equipment - The
past experience regarding returns and rebate entitlements may amendment clarifies that excess of net sale proceeds of
not be representative of customers’ actual returns and rebate items produced over the cost of testing, if any, shall not
entitlements in the future. Refer note 19 for further details. be recognised in the profit or loss but deducted from the
directly attributable costs considered as part of cost of
Leases - Estimating the incremental borrowing rate an item of property, plant, and equipment. The effective
date for adoption of this amendment is annual periods
The Company cannot readily determine the interest beginning on or after April 1, 2022. The Company is
rate implicit in the lease, therefore, it uses its incremental in the process of evaluating the amendment.
borrowing rate (IBR) to measure lease liabilities. The IBR is
the rate of interest that the Company would have to pay (ii) Ind AS 37 – Provisions, Contingent Liabilities and
to borrow over a similar term, and with a similar security, Contingent Assets – The amendment specifies that the
the funds necessary to obtain an asset of a similar value ‘cost of fulfilling’ a contract comprises the ‘costs that
to the right-of-use asset in a similar economic environment. relate directly to the contract’. Costs that relate directly to
The IBR therefore reflects what the Company ‘would have to a contract can either be incremental costs of fulfilling that
pay’, which requires estimation when no observable rates contract (examples would be direct labour, materials) or
are available or when they need to be adjusted to reflect the an allocation of other costs that relate directly to fulfilling
terms and conditions of the lease. The Company estimates contracts (an example would be the allocation of the
the IBR using observable inputs (such as market interest rates). depreciation charge for an item of property, plant and
equipment used in fulfilling the contract). The effective
2.3 Changes in accounting policies and disclosures date for adoption of this amendment is annual periods
beginning on or after April 1, 2022, although early
Several other amendments and interpretations apply for the
adoption is permitted. The Company is in the process of
first time for the year ended March 31, 2022, but do not
evaluating the amendment.
have an impact on the financial statements of the Company.
125
3.1 PROPERTY, PLANT AND EQUIPMENT (PPE)
126
Freehold Plant and Electrical
Furniture Computers Capital
land machinery Office Leasehold installations
Particulars Building and and Vehicles Total Work in
[refer [refer note equipment improvements and
fixture peripherals progress
note (ii)] (i)] equipments
Deemed cost
At April 01, 2020 529.58 6,382.87 8,547.49 245.53 151.60 34.60 654.65 34.89 54.58 16,635.79 108.89
Additions 909.62 2,542.76 2,997.41 163.77 53.85 - 14.40 8.13 - 6,689.94 7,257.28
Disposals/transfers - - (3.16) - (2.83) - - - - (5.99) (7,054.63)
At March 31, 2021 1,439.20 8,925.63 11,541.74 409.30 202.62 34.60 669.05 43.02 54.58 23,319.74 311.54
Additions - 20.98 2,559.72 63.06 26.59 - 27.37 8.24 55.76 2,761.72 7,507.52
Disposals/transfers - - (30.50) (0.23) - - - (0.20) (2.52) (33.45) (2,721.79)
At March 31, 2022 1,439.20 8,946.61 14,070.96 472.13 229.21 34.60 696.42 51.06 107.82 26,048.01 5,097.27
Depreciation
At April 1, 2020 - 207.79 1,989.07 48.38 14.01 27.50 108.65 17.81 19.54 2,432.75 -
Charge for the year - 275.94 1,629.22 37.57 16.59 7.10 79.88 9.53 9.21 2,065.04 -
Disposals/transfers - - (1.01) - (0.03) - - - - (1.04) -

At March 31, 2021 - 483.73 3,617.28 85.95 30.57 34.60 188.53 27.34 28.75 4,496.75 -
Charge for the year - 304.71 2,174.67 52.40 22.03 - 82.91 10.86 8.63 2,656.21 -
Disposals/transfers - - (21.82) (0.11) - - - (0.20) (2.52) (24.65) -
At March 31, 2022 - 788.44 5,770.13 138.24 52.60 34.60 271.44 38.00 34.86 7,128.31 -
Net block
At March 31, 2021 1,439.20 8,441.90 7,924.46 323.35 172.05 - 480.52 15.68 25.83 18,822.99 311.54
At March 31, 2022 1,439.20 8,158.17 8,300.83 333.89 176.61 - 424.98 13.06 72.96 18,919.70 5,097.27
Notes
i. Plant and machinery includes equipments installed at customers location given under operating lease arrangements (refer note 34). The carrying value of such assets are as below:
Closing
Opening Opening accumulated Closing accumulated
Particulars Addition Deletion gross Addition Deletion Net block
Gross block depreciation depreciation
Notes to the Financial Statements
block
At March 31, 2021 4,489.57 1,707.45 - 6,197.02 1,265.41 1,069.81 - 2,335.22 3,861.80
At March 31, 2022 6,197.02 2,307.94 (25.67) 8,479.29 2,335.22 1,521.01 (16.99) 3,839.24 4,640.05
ii. With respect to immovable property aggregating Rs. 539.93 lakhs acquired in earlier year, registration of title deeds in name of the Company is in progress.
Whether title deed holder is a

Relevant line Description Gross Title deeds
promoter, director or relative# of Property held since Reason for not being held in the name
item in the of item of carrying held in the
promoter* / director or employee of which date of the Company.
Balance Sheet property value name of
promoter / director
PPE Freehold land 539.93 Crystal No January 29, 2021 Purchase agreement is done on January 29,
Skylines LLP 2021. Process is initiated for transferring the land
for the year ended March 31, 2022
in the name of the Company.

3.1 PROPERTY, PLANT AND EQUIPMENT (PPE) (CONTD.)

iii. The Capital work in progress (CWIP) consists of construction of building and expenditure towards plant and machinery at its
manufacturing facilities.
CWIP ageing schedule as at March 31, 2022
Amount in CWIP for a period of

CWIP Less than 2-3 More than Total
1-2 years
1 year years 3 years
Projects in progress 4,989.38 107.89 - - 5,097.27
Projects temporarily suspended - - - - -
Total 4,989.38 107.89 - - 5,097.27
CWIP ageing schedule as at March 31, 2021
Amount in CWIP for a period of

CWIP Less than 2-3 More than Total
1-2 years
1 year years 3 years
Projects in progress 311.54 - - - 311.54
Projects temporarily suspended - - - - -
Total 311.54 - - - 311.54
3.2 RIGHT OF USE ASSETS
Leasehold Leased
Particulars Total
land Building
Cost
At April 1, 2020 2,254.61 1,241.15 3,495.76
Additions - 642.02 642.02
Disposals/transfers - (139.46) (139.46)
At March 31, 2021 2,254.61 1,743.71 3,998.32
Additions - 837.13 837.13
At March 31, 2022 2,254.61 2,457.93 4,712.54
Depreciation
At April 1, 2020 35.84 680.41 716.25
Charge for the year 22.89 342.42 365.31
At March 31, 2021 58.73 930.45 989.18
Charge for the year 22.89 438.26 461.15
At March 31, 2022 81.62 1,310.49 1,392.11
Net block
At March 31, 2021 2,195.88 813.26 3,009.14
At March 31, 2022 2,172.99 1,147.44 3,320.43
127
3.3 INTANGIBLE ASSETS AND GOODWILL
Total
Computer
Particulars Goodwill intangible
software
assets
Deemed cost
At April 1, 2020 3,055.20 52.95 3,108.15
Additions - 17.56 17.56
Disposals/transfers - - -
At March 31, 2021 3,055.20 70.51 3,125.71
Additions - - -
At March 31, 2022 3,055.20 70.51 3,125.71
Amortization
At April 1, 2020 - 15.81 15.81
Charge for the year - 8.60 8.60
At March 31, 2021 - 24.41 24.41
Charge for the year - 7.72 7.72
At March 31, 2022 - 32.13 32.13
Net block
At March 31, 2021 3,055.20 46.10 3,101.30
At March 31, 2022 3,055.20 38.38 3,093.58
3.4 IMPAIRMENT TESTING OF GOODWILL
As at the March 31, 2022, the carrying amount of goodwill is Rs. 3,055.20 lakhs (March 31, 2021: Rs. 3,055.20) (deemed cost
as at April 01, 2019). Such goodwill arose as part of the business purchase and merger of Hi-Build Coating Private Limited (HBC)
pursuant to the composite scheme of amalgamation approved by National Company Law Tribunal (“NCLT”) vide its order dated
March 02, 2017 (Appointed date: April 01, 2016). For the purpose of impairment testing of Goodwill, as per the business plan of
purchase, the entire business of the Company is considered as single Cash Generating Unit (CGU), as post business combination the
entire operations of the Company has been integrated for synergies, includes aligning of manufacturing facilities, logistic management,
technology exchange, etc.
The Company performs impairment testing annually at the same time. The recoverable amount of the CGU has been determined
based on a value in use calculation using cash flow projections from financial budgets approved by management covering a five year
period. The projected cash flows have been updated to reflect the demand changes for products pursuant to Covid-19 pandemic. The
pre-tax discount rate applied to cash flow projections for impairment testing during March 31, 2022: 10% (March 31, 2021: 10%).
Based on the cash flow projections, discount rate and other assumptions including gross margin, sales discount, market share, volume
growth, etc it was concluded that the value in use exceeds the carrying value of goodwill and overall CGU. As a result of the analysis,
no impairment of the Goodwill was required. As at March 31, 2022, there were no indicators of impairment noted by management.
4 CURRENT INVESTMENTS
As at As at
Particulars
March 31, 2022 March 31, 2021
Investments at fair value through profit or loss (FVTPL)
Investments in mutual funds (quoted funds) 17,309.54 4,967.93
Total current investments 17,309.54 4,967.93
Aggregate amount of quoted investments and market value thereof 17,309.54 4,967.93
Also refer note 36 for determination of fair values.
128
5 OTHER FINANCIAL ASSETS
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current
Financial Instruments at amortised cost
Security deposits 154.26 87.99
Bank deposits with remaining maturity of more than twelve months 0.95 1,509.12
Total other non-current financial assets 155.21 1,597.11
Current
Financial Instruments at amortised cost
Balance with statutory/government authorities 4.03 10.20
Other financial assets*# - 714.94
Total other current financial assets 9.02 1,091.64
*includes receivable on account of share of IPO expenses for Rs.Nil lakhs (March 31, 2021 : Rs. 290.91 lakhs) from selling shareholders (including Rs. Nil (March 31,
2021 : Rs. 226.22 lakhs) from Chairman and Managing Director of the Company). Refer note 28.
#includes Rs. Nil (March 31, 2021 : Rs. 424.03 lakhs) receivable on account of sales proceeds on IPO. The balances are held in IPO escrow account.
6 INVENTORIES (VALUED AT LOWER OF COST AND NET REALIZABLE VALUE)
As at As at
Particulars
March 31, 2022 March 31, 2021
Raw materials and components* 4,688.89 3,846.15
Finished goods# 6,722.75 5,247.35
Traded goods# 360.29 373.97
Total inventories 11,771.93 9,467.47
*includes goods in transit Rs. 115.57 lakhs (March 31, 2021: Rs. 179.64 lakhs)
#includes sales in transit Rs. 109.82 lakhs (March 31, 2021: Rs. 274.50 lakhs)
For the year ended March 31, 2022 Rs. 77.89 lakhs (March 31, 2021 Rs. 11.31 lakhs) was recognised (net of reversals) as an
expense for finished goods inventories carried at net realisable value. These were recognised as an expense during the year and
included in cost of raw materials and components consumed in the Statement of profit and loss.
7 TRADE RECEIVABLES
As at As at
Particulars
March 31, 2022 March 31, 2021
Trade receivables 17,165.25 12,119.16
Break-up for security details:
Secured, considered good - -
Unsecured, considered good 17,103.36 12,070.61
Trade receivables which have significant increase in credit risk 211.89 189.55
Trade receivables - credit impaired - -
17,315.25 12,260.16
Impairment allowance (allowance for bad and doubtful debts)
Secured, considered good - -
Unsecured, considered good (47.85) (48.16)
Trade receivables which have significant increase in credit risk (102.15) (92.84)
Provision for impairment - -
(150.00) (141.00)
17,165.25 12,119.16
129
7 TRADE RECEIVABLES (CONTD.)
No trade receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any
trade receivables due from firms or private companies respectively in which any director is a partner, a director or a member.
Trade receivables are non interest bearing and generally on terms of 30 to 90 days. The Company has considered invoice date for
the purpose of ageing of trade receivables.
Trade receivables ageing schedule as at March 31, 2022
Outstanding for following periods from due

date of payment
Particulars Total
Less than 6 6 months 1-2 2-3 More than
months - 1 year years years 3 years
(i) Undisputed trade receivables - 16,880.35 136.33 46.62 11.83 28.23 17,103.36
considered good
(ii) Undisputed trade receivables - which - - - - - -
have significant increase in credit risk
(iii) Undisputed trade receivables - credit - - - - - -
impaired
(iv) Disputed trade receivables - considered - - - - - -
good
(v) Disputed trade receivables - which 1.25 6.35 19.68 63.62 120.99 211.89
(vi) Disputed trade receivables - credit - - - - - -
impaired
Total 16,881.60 142.68 66.30 75.45 149.22 17,315.25
Trade receivables ageing schedule as at March 31, 2021

date of payment
CWIP Total
Less than 6 6 months 1-2 2-3 More than
months - 1 year years years 3 years
(i) Undisputed trade receivables - 11,917.26 58.29 66.23 11.38 17.45 12,070.61
considered good
(ii) Undisputed trade receivables - which - - - - - -
(iii) Undisputed trade receivables - credit - - - - - -
impaired
(iv) Disputed trade receivables - considered - - - - - -
good
(v) Disputed trade receivables - which 0.14 3.73 54.59 41.06 90.03 189.55
(vi) Disputed trade receivables - credit - - - - - -
impaired
Total 11,917.40 62.02 120.82 52.44 107.48 12,260.16
There are no unbilled receivables, hence the same is not disclosed in the ageing schedule.
The following table summarises the change in impairment allowance measured using the life time expected credit loss model:
130
7 TRADE RECEIVABLES (CONTD.)
As at As at
Particulars
March 31, 2022 March 31, 2021
At the beginning of the year 141.00 120.00
Provision made during the year 26.15 70.07
Utilized /reversed during the year (17.15) (49.07)
At the end of the year 150.00 141.00
8 CASH AND BANK BALANCES
As at As at
Particulars
March 31, 2022 March 31, 2021
8.1 Cash and cash equivalents
Balance with Banks
- on current accounts# 3,544.89 1,071.42
- on cash credit accounts (surplus) - 885.81
- deposits with original maturity of less than three months@ - 2,510.94
Cash on hand 8.38 11.72
Total cash and cash equivalents 3,553.27 4,479.89
8.2 Bank balances other than cash and cash equivalents
Other bank balances
Deposits with original maturity of more than three months but remaining maturity 6,408.85 21,351.16
of less than twelve months@
Deposits with remaining maturity of more than twelve months@ 0.95 1,509.12
Less: Amount disclosed under other financial assets (refer note 5) (0.95) (1,509.12)
Total bank balances other than cash and cash equivalents 6,408.85 21,351.16
9,962.12 25,831.05
# includes Rs. 2,031.69 (March 31, 2021: Rs 374.18 lakhs) earmarked as monitoring account balance towards unutilized IPO proceeds. Refer note 11.
@ includes Rs. 6,408.85 (March 31, 2021: Rs 19,500 lakhs) earmarked as bank deposits towards unutilized IPO proceeds. Refer note 11.
Bank deposits earns interest at fixed rates. Short-term deposits are generally made for varying periods between seven days to twelve months, depending on the cash
requirements of the Company, and earn interest at the respective deposit rates.
The changes in liabilities arising from financing activities is on account of cash flow changes only and there are no non-cash changes.
9 OTHER ASSETS
(Unsecured, considered good unless otherwise stated)
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-current
Capital advances 4,163.39 34.41
Total other non-current assets 4,163.39 34.41
Current
Advance to vendors 148.24 30.71
Prepaid expenses 101.02 96.28
Prepaid employee benefits (refer note 27) 37.08 16.75
Employee advances 9.59 11.80
Balance with statutory/government authorities 725.18 607.04
Total other current assets 1,021.11 762.58
There are no advances which are due from directors or other officers of the Company, firms in which a director is a partner or private
companies in which director is a director or a member either severally or jointly with any other person.
131
10.1 EQUITY SHARE CAPITAL

A. Authorised share capital
Class A1 equity Class A2 equity

Equity shares Total equity shares
shares shares
Particulars
No. of Amount No. of Amount No. of Amount No. of Amount
Shares in lakhs Shares in lakhs Shares in lakhs Shares in lakhs
As at April 1, 2020 43,000,000 4,300.00 3,250 0.33 3,250 0.33 43,006,500 4,300.65
Increase in authorised share 8,915,195 891.52 - - - - 8,915,195 891.52
capital during the year
Reclassified from CCCPS 18,078,305 1,807.83 - - - - 18,078,305 1,807.83
Reclassification between class 6,500 0.65 (3,250) (0.33) (3,250) (0.33) - -
of shares
As at March 31, 2021 70,000,000 7,000.00 - - - - 70,000,000 7,000.00
Increase during the year - - - - - - - -
As at March 31, 2022 70,000,000 7,000.00 - - - - 70,000,000 7,000.00
B. Issued, subscribed and fully paid up equity shares:
Class A1 equity Class A2 equity

Equity shares Total equity shares
shares shares
Particulars
No. of Amount No. of Amount No. of Amount No. of Amount
Shares in lakhs Shares in lakhs Shares in lakhs Shares in lakhs
As at April 1, 2020 29,015,675 2,901.57 3,250 0.33 3,250 0.33 29,022,175 2,902.22
Issue of shares on exercise of 455,325 45.53 - - - - 455,325 45.53
stock options (refer note 29)
Conversion of CCCPS to equity 16,078,075 1,607.81 - - - - 16,078,075 1,607.81
shares
Fresh issue of equity shares* 2,013,422 201.34 - - - - 2,013,422 201.34
Reclassification between class 6,500 0.65 (3,250) (0.33) (3,250) (0.33) - -
of shares
As at March 31, 2021 47,568,997 4,756.90 - - - - 47,568,997 4,756.90
Issue of shares on exercise of - - - - - - - -
stock options (refer note 29)
As at March 31, 2022 47,568,997 4,756.90 - - - - 47,568,997 4,756.90
*During the previous year, the Company, had completed the Initial Public Offering (IPO) of 7,853,422 Equity Shares of Face Value of Rs. 10 each for cash at a price
of Rs. 1,490 per Equity Share (for employee reservation portion of 70,000 equity shares at a price of Rs. 1,342 per equity share) aggregating to Rs. 116,912.39
lakhs comprising a Fresh Issue of 2,013,422 Equity Shares aggregating to Rs. 29,973.43 Lakhs and on offer for sale of 58,40,000 Equity Shares aggregating to
Rs. 86,938.96 Lakhs. Pursuant to the IPO, the Equity Shares of the Company got listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on
February 02, 2021. The selling shareholders included Mr. Hemant Jalan, Sequoia Capital India Investments IV and SCI Investments V (‘Selling shareholders’).
For the year ended March 31, 2021, the Company had incurred Rs. 4,251.33 Lakhs (net of GST) as IPO related expenses and allocated such expenses between the
Company Rs. 1,087.71 Lakhs (net of income tax impact Rs. 854.71) and selling shareholders 3,163.62 Lakhs. Such amounts were allocated based on agreement
between the various parties and in proportion to the total proceeds in the IPO. The Company’s share of expenses of Rs. 854.71 Lakhs has been adjusted to securities
premium. Refer note 11 of the financial statements.
Further, the Company had charged Rs. 3,163.62 Lakhs from the selling shareholder towards management support for their share of IPO expenses, based on the
agreement with and indemnity from the selling shareholder for the IPO expenses, part of which being a qualified Export of services under GST Regulations. The
Company has relied on expert opinion for invoicing to the selling shareholder.
The details of utilization of IPO proceeds - Rs. 29,118.72 Lakhs, net of IPO expenses of Rs. 854.71 Lakhs of the Company are as follows:
132
10.1 EQUITY SHARE CAPITAL (CONTD.)
Planned Utilized Un-utilized

Revised
Particulars as per upto March as on March
proceeds@#
prospectus 31, 2022# 31, 2022
Funding capital expenditure for the Proposed expansion 15,000.00 15,000.00 9,637.55 5,362.45
Purchase of tinting machines and gyroshakers 5,000.00 5,000.00 2,506.95 2,493.05
Repayment/prepayment of certain borrowings of Company 2,500.00 2,500.00 2,500.00 -
General corporate purposes@ 6,115.60 6,211.21 6,211.21 -
Total 28,615.60 28,711.21 20,855.71 7,855.50
@-net of IPO related expenses
#Based on the advice received by the Company from the monitoring agency, the expenditure has been disclosed gross of tax (i.e. gross debits).
The unutilised funds have been earmarked by the Company in fixed deposits and monitoring account (current account).
Refer note 8.
For the purpose of below notes:
Class A Equity Shares shall mean collectively, the Class A1 Equity Shares and Class A2 Equity Shares;
CCCPS shall mean collectively, Series A1 CCCPS, Series A2 CCCPS, Series B CCCPS and Series C CCCPS
C. Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs. 10 per share (March 31, 2021: Rs 10). Each holder of
equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled
to receive the remaining assets of the Company. The distribution of the remaining assets of the Company will be in proportion to
the number of equity shares held by the shareholders.
The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting (refer note 41).
Each of Class A equity shares and CCCPS was converted into 1 equity shares of Rs. 10 each in 2020-21 at the ratio of 1:1.
D. Details of shareholding more than 5% shares in the Company
As at March 31, 2022 As at March 31, 2021

Name of the shareholder
Nos. % holding Nos. % holding
Equity shares of Rs. 10 each fully paid
Hemant Jalan 8,567,500 18.01% 8,567,500 18.01%
Anita Jalan 6,987,500 14.69% 6,987,500 14.69%
Kamalaprasad Jalan 3,548,545 7.46% 3,548,545 7.46%
Parag Jalan 1,625,000 3.42% 1,625,000 3.42%
Halogen Chemicals Private Limited - India 4,958,070 10.42% 4,958,070 10.42%
Sequoia Capital India Investments IV - Mauritius 6,529,960 13.73% 6,529,960 13.73%
SCI Investments V - Mauritius 7,043,675 14.81% 7,043,675 14.81%
E. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares
bought back during the period of five years immediately preceding the reporting date:
As at As at
Particulars
March 31, 2022 March 31, 2021
Bonus shares issued in FY 2016-17 by capitalisation of
securities premium
Equity shares 28,147,200 28,147,200
Class A1 equity shares* 3,200 3,200
Class A2 equity shares* 3,200 3,200
*Converted to ordinary equity shares.
133
10.1 EQUITY SHARE CAPITAL (CONTD.)

F. Details of shares held by promoter group
Equity shares of Rs.10 each fully paid
No. of No. of
Change % change
shares as shares as % of Total
Particulars during the during the
at April 1, at March Shares
year year
2021 31, 2022
1. Hemant Jalan 8,567,500 - 8,567,500 18.01% 0.00%
2. Anita Jalan 6,987,500 - 6,987,500 14.69% 0.00%
3. Kamalaprasad Jalan 3,548,545 - 3,548,545 7.46% 0.00%
4. Parag Jalan 1,625,000 - 1,625,000 3.42% 0.00%
5. Halogen Chemicals Private Limited 4,958,070 - 4,958,070 10.42% 0.00%
6. Shashi Bhagat - 23 23 0.00% 0.00%
Equity shares of Rs.10 each fully paid
No. of No. of
Change % change
shares as shares as % of Total
Particulars during the during the
at April 1, at March Shares
year year
2020 31, 2021
1. Hemant Jalan 10,237,500 (1,670,000) 8,567,500 18.01% (17.27%)
2. Anita Jalan 6,987,500 - 6,987,500 14.69% (9.39%)
3. Kamalaprasad Jalan 1,657,500 1,891,045 3,548,545 7.46% 1.75%
4. Taradevi Jalan 1,891,045 (1,891,045) - 0.00% (6.52%)
5. Parag Jalan 1,625,000 - 1,625,000 3.42% (2.18%)
6. Halogen Chemicals Private Limited 4,958,070 - 4,958,070 10.42% (6.67%)
10.2 INSTRUMENTS IN THE NATURE OF EQUITY

A. Authorised share capital
0.001% Compulsory convertible cumulative Redeemable

preference shares (CCCPS) preference shares
Particulars No. of Amount in No. of Amount in No. of Amount in
Shares lakhs Shares lakhs Shares lakhs
Rs. 100 each Rs. 10 each Rs. 10 each
Authorised shares:
As at April 01, 2020 247,355 247.36 15,830,950 1,583.10 2,000,000 200.00
Less: Reclassified to equity (247,355) (247.36) (15,830,950) (1,583.10) (2,000,000) (200.00)
shares
As at March 31, 2021 - - - - - -
Increase during the year - - - - - -
As at March 31, 2022 - - - - - -
134
10.2 INSTRUMENTS IN THE NATURE OF EQUITY

B. Issued, subscribed and fully paid up 0.001% CCCPS:
Series A1 CCCPS Series A2 CCCPS Series B CCCPS Series C CCCPS Total CCCPS
No. of Amount No. of Amount No. of Amount No. of Amount No. of Amount
Particulars
Shares in lakhs Shares in lakhs Shares in lakhs Shares in lakhs Shares in lakhs
Rs. 100 each Rs. 10 each Rs. 10 each Rs. 10 each
As at April 01, 69,904 69.90 46,586 46.59 130,865 130.87 15,830,720 1,583.07 16,078,075 1,830.42
2020
Less: (69,904) (69.90) (46,586) (46.59) (130,865) (130.87) (15,830,720) (1,583.07) (16,078,075) (1,830.42)
Conversion
of CCCPS to
equity shares#
As at March - - - - - - - - - -
31, 2021
Issued during - - - - - - - - - -
the year
As at - - - - - - - - - -
March 31,
2022
C. Terms/rights attached to equity shares
#Each of Class A1 CCCPS, A2 CCCPS, B CCCPS and C CCCPS was converted into 1 equity shares of Rs. 10 each in 2020-21 at the ratio of 1:1.
D. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares
bought back during the period of five years immediately preceding the reporting date:
Number of share
Particulars As at As at
March 31, 2022* March 31, 2021*
Bonus shares issued in FY 2016-17 by capitalisation of
securities premium
Preference shares ("CCCPS") 15,830,720 15,830,720
*as on reporting date the bonus shares have been converted into equity shares
11 OTHER EQUITY
As at As at
Particulars
March 31, 2022 March 31, 2021
Reserves and surplus
Securities premium
Balance as per last financial statements 39,424.05 9,779.28
Add : Conversion of CCCPS into equity shares - 222.61
Add : Fresh issue of equity shares - 29,772.09
Add : Issue of shares under ESOS 2014 (refer note 29) - 363.06
Add: Transferred from share based payment reserve - 141.72
Less: Company’s share of expenses incurred on fresh issue of equity shares (net) - (854.71)
(refer note 10.1)
Closing balance 39,424.05 39,424.05
General reserve
Balance as per last financial statements 43.78 43.78
Closing balance 43.78 43.78
135
11 OTHER EQUITY (CONTD.)
As at As at
Particulars
March 31, 2022 March 31, 2021
Employee stock option reserve
Balance as per last financial statements 52.87 152.51
Add: Compensation for options granted during the year (refer note 22 and 29) 218.71 42.08
Less: Transferred to securities premium - (141.72)
Retained earnings
Opening balance 12,071.37 4,997.23
Add: Profit for the year 8,404.80 7,085.01
Items of other comprehensive income recognised directly in retained earnings:
Re-measurement gain/(loss) on defined benefit plans, net of tax Rs. 4.50 lakhs 13.36 (10.87)
(March 31, 2021 Rs. (3.66) lakhs)
Net surplus in the Statement of profit and loss 20,489.53 12,071.37
Total reserves and surplus 60,228.94 51,592.07
Total other equity 60,228.94 51,592.07
Securities premium account - This represents the amount received in excess of par value of equity shares.
General reserve - Represents amounts transferred from retained earnings in earlier years as per the requirements of the erstwhile
Companies Act 1956.
Employee stock option reserve: The share options based payment reserve is used to recognise the grant date fair value of
options issued to employees under Employee stock option plan.
11.1 Proposed dividend

The Company has in the board meeting dated May 20, 2022, proposed a dividend of Rs.1,427.07 lakhs (March 31, 2021: Rs.Nil).
Particulars March 31, 2022 March 31, 2021

Proposed dividends on equity shares:
Proposed dividend for the year ended on March 31, 2022: Rs.3 per share 1,427.07 -
(March 31, 2021: Nil)
1,427.07 -
Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability
as at March 31, 2022.
12 BORROWINGS
12.1 Non-current Borrowings

At amortized cost
Term loans (secured)
Indian rupee loan from bank (refer note a below) - -
Other loans (secured)
Loan against movable assets (refer note b below) - 3.28
- 3.28
Less: Amount disclosed under the head current borrowings (refer note 12.2)
- Current maturities of long-term debt - (3.28)
Total non-current borrowings - -
136
12 BORROWINGS (CONTD.)
12.2 Current Borrowings
As at As at
Particulars
March 31, 2022 March 31, 2021
At amortized cost
Secured
Cash credit from bank* - -
Current maturities of long term debts (refer note 12.1) - 3.28
- 3.28
*During the year the cash credit facility is closed and charge has been released.
13 TRADE PAYABLES
As at As at
Particulars
March 31, 2022 March 31, 2021
Trade payables
- total outstanding dues of micro enterprises and small enterprises (refer note 32) 4,469.55 5,039.65
- total outstanding dues of creditors others than micro enterprises and small 15,671.47 13,517.46
enterprises
Total trade payables 20,141.02 18,557.11
Terms and conditions of the above financial liabilities:

a. Trade payables are non-interest bearing and are normally settled on 60-90 days terms.
For explanations on the Company’s financial risk management processes, refer to note 38.
Trade payables ageing schedule as at March 31, 2022

date of payment
Particulars Total
Less than 1-2 2-3 More than
Not due
1 year years years 3 years
(i) MSME 3,924.21 542.91 2.43 - - 4,469.55
(ii) Others 7,863.09 2,073.06 1.15 - - 9,937.30
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
(v) Unbilled 5,734.17 - - - - 5,734.17
Total 17,521.47 2,615.97 3.58 - - 20,141.02
Trade payables ageing schedule as at March 31, 2021

date of payment
CWIP Total
Less than 1-2 2-3 More than
Not due
1 year years years 3 years
(i) MSME 4,622.81 415.10 1.74 - - 5,039.65
(ii) Others 7,101.59 1,403.68 1.11 0.83 - 8,507.21
(iii) Disputed dues - MSME - - - - - -
(iv) Disputed dues - Others - - - - - -
(v) Unbilled 5,010.25 - - - - 5,010.25
Total 16,734.65 1,818.78 2.85 0.83 - 18,557.11
137
14 OTHER FINANCIAL LIABILITIES

As at As at
Particulars
March 31, 2022 March 31, 2021
Current
Payables for property, plant and equipment and intangible assets 633.64 1,035.55
Expenses payable related to IPO - 446.51
Proposed CCCPS dividend 0.08 0.08
Provision for tax on preference dividend 0.02 0.02
Total other current financial liabilities 672.54 1,520.96
15 OTHER LIABILITIES
As at As at
Particulars
March 31, 2022 March 31, 2021
Non current
Deferred revenue (refer note 3, 18 and 34) 484.26 429.65
Total other non-current liabilities 484.26 429.65
Current
Advance from customers (contract liabilities) 256.84 268.28
Deferred revenue (refer note 3, 18 and 34) 255.26 204.65
Statutory dues payables* 1,031.60 718.36
Total other current liabilities 1,543.70 1,191.29
*Statutory dues payable includes payable on account of provident fund, tax deducted at source, goods and services tax etc.
16 PROVISIONS
As at As at
Particulars
March 31, 2022 March 31, 2021
Non-Current
Provision for long term sales incentive 475.04 252.53
475.04 252.53
Current
Provision for leave encashment 227.45 167.93
227.45 167.93
Total provisions 702.49 420.46
In pursuance of Ind AS 37- 'Provisions, contingent liabilities and contingent assets' the provisions required have been incorporated in
the following manner:
Movement in provision for long term sales incentive
As at As at
Particulars
March 31, 2022 March 31, 2021
Provision made during the year 199.37 110.00
Accretion of interest 23.14 12.53
At the end of the year 475.04 252.53
Long term sales incentive provision represents obligation of the Company to reward the customer for completion of prescribed sales
target for each of the four years beginning from financial year 2019-20.
138
17 INCOME TAXES
(A) The major components of income tax expense for the year ended March 31, 2022 and year ended
March 31, 2021 are:
Statement of profit and loss

Particulars
March 31, 2022 March 31, 2021
Current income tax charge:
Current income tax 2,877.37 2,555.37
Deferred tax
Relating to origination and reversal of temporary differences 147.40 235.19
Income tax expense reported in the Statement of profit and loss 3,024.77 2,705.71
(B) Deferred tax recognised in other comprehensive income

Particulars
March 31, 2022 March 31, 2021
Remeasurements of defined benefit asset (4.50) 3.66
(4.50) 3.66
(C) Reconciliation of tax expenses and the accounting profit multiplied by applicable tax rate for March
31, 2022 and March 31, 2021

Particulars
March 31, 2022 March 31, 2021
Accounting profit before tax 11,429.57 9,790.72
Tax as per India’s statutory income tax rate of 25.17% (March 31, 2021: 25.17%) 2,876.82 2,464.32
Impact of change in tax rates/tax law 46.89 405.52
Deferred tax on indexed cost of investments - (76.46)
Non-deductible expenses for tax purposes 80.89 -
Others 20.17 (2.82)
Income tax expense reported in the Statement of profit and loss 3,024.77 2,705.71
(D) Deferred tax (liabilities)
Statement of profit and

Balance sheet
loss & OCI
Particulars As at As at Year ended Year ended
March 31, March 31, March 31, March 31,
2022 2021 2022 2021
Deferred tax relates to the following
Accelerated depreciation/ amortization for (1,004.32) (1,084.63) 80.31 (383.94)
tax purposes
Change in fair value of financial instruments (153.42) (41.76) (111.66) 105.16
Disallowances towards expenditure to be 237.88 380.49 (142.61) 47.59
allowed in subsequent period
ICDS related allowances/ disallowances 42.14 33.66 8.48 4.31
Deferred tax on leased assets and liabilities (net) 24.55 15.47 9.08 (0.99)
On items recognized in OCI 6.05 1.55 4.50 (3.66)
Deferred tax (expense) (151.90) (231.53)
Net deferred tax (liabilities) (847.12) (695.22)
139
17 INCOME TAXES
Reconciliation of deferred tax liabilities (net)

Particulars
March 31, 2022 March 31, 2021
Opening balance 695.22 696.69
Tax on items recognised directly in equity - (233.00)
Tax expense during the year recognised in profit or loss 147.40 235.19
Tax (income) during the year recognised in OCI 4.50 (3.66)
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
18 REVENUE FROM OPERATIONS

Revenue from contracts with customers (At a point in time)
Sale of goods 90,126.95 71,995.11
Total revenue from contracts with customers 90,126.95 71,995.11
Other operating revenue
Scrap sales 220.32 157.26
Amortisation of deferred revenue (also refer note 3, 15 and 34) 250.21 180.10
Total other operating revenue 470.53 337.36
Total revenue from operations 90,597.48 72,332.47
Disclosure pursuant to Ind AS 115: Revenue from contract with customers

A Disaggregated revenue
(i) Revenue by geographical market

Within India 90,399.96 72,145.11
Outside India 197.52 187.36
90,597.48 72,332.47
B Contract balances

Advance from customers (note 15) 256.84 268.28
Trade receivables (note 7) 17,165.25 12,119.16
C Revenue recognised in the reporting period that was included in the contract liabilities balance at the beginning of the year:

Advance from customers (note 15) 268.28 186.75
140
18 REVENUE FROM OPERATIONS (CONTD.)

D Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price

Gross revenue (Invoicing as per contracted price) 102,710.48 81,349.69
- Discounts and rebates (12,885.61) (9,141.38)
- Changes in revenue due to performance obligations (net) 302.08 (213.20)
Net revenue from contract with customers 90,126.95 71,995.11
19 OTHER INCOME

Other non-operating income:
Interest income on bank deposits 606.00 158.33
Fair value gain on financial instruments at fair value through profit or loss 443.92 165.90
Foreign exchange differences (net) 20.66 15.41
Miscellaneous income 18.74 19.73
Total other income 1,089.32 359.37
20 COST OF RAW MATERIALS AND COMPONENTS CONSUMED

Inventory at the beginning of the year 3,846.15 2,581.56
Add: purchases 51,730.90 37,659.27
55,577.05 40,240.83
Less: inventory at the end of the year 4,688.89 3,846.15
Total cost of raw materials and components consumed 50,888.16 36,394.68
21 (INCREASE) IN INVENTORIES OF FINISHED GOODS AND TRADED GOODS

Inventory at the end of the year
Finished goods 6,722.75 5,247.35
Traded goods 360.29 373.97
7,083.04 5,621.32
Inventory at the beginning of the year
Finished goods 5,247.35 4,830.35
Traded goods 373.97 264.51
5,621.32 5,094.86
(Increase) in inventories of finished goods and traded goods (1,461.72) (526.46)
22 EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus 5,144.60 4,559.77
Employee stock option expenses (refer note 11 & 29) 218.71 42.08
Contribution to provident and other funds 167.10 133.29
Gratuity expenses (refer note 27) 25.37 24.55
Staff welfare expenses 77.13 71.59
Total employee benefits expense 5,632.91 4,831.28
141
23 FINANCE COSTS

Interest expenses 10.55 303.99
Unwinding of financial liabilities (refer note 16 & 35) 122.49 77.32
Total finance costs 133.04 381.31
24 DEPRECIATION AND AMORTIZATION EXPENSE

Depreciation of property, plant and equipment (refer note 3.1) 2,656.21 2,065.04
Depreciation of Right-of-use assets (refer note 3.2) 461.15 365.31
Amortization of intangible assets (refer note 3.3) 7.72 8.60
Total depreciation and amortization expense 3,125.08 2,438.95
25 OTHER EXPENSES

Consumption of stores and spares 163.29 148.79
Contract labour charges 536.26 510.83
Power and fuel 386.11 342.08
Freight and forwarding charges 8,050.71 7,185.64
Lease rent (refer note 35) - 26.01
Rates and taxes 88.76 63.22
Repairs and maintenance
- Plant and machinery 150.20 133.08
- Others 187.41 120.26
Advertisement and sales promotion 8,806.31 7,706.04
Travelling and conveyance 749.73 609.50
Communication expense 36.89 35.30
Legal and professional charges 195.64 132.63
Payment to auditors
- Audit fees 28.50 27.00
- Limited review 12.00 1.50
- Others* - -
- Out of pocket expenses 0.49 0.40
Provision for impairment of financial assets 26.15 70.07
Loss on disposal of property, plant and equipment (net) 5.63 2.90
CSR expenditure (refer note A) 125.87 63.79
Miscellaneous expenses (including directors sitting fees and commission Rs. 22.00 463.79 418.84
lakhs (March 31, 2021: Rs. 34.00 lakhs)
Total other expenses 20,013.74 17,597.88
*During the previous year, an amount of Rs. 170 lakhs (excluding OPE) was incurred on account of fresh issue of equity shares and accordingly applied against securities
premium as stated in note 11 of financial statements.
142
25 OTHER EXPENSES (CONTD.)

A. Details of CSR expenditure

a) Gross amount required to be spent by the Company during the year 125.25 63.45
b) Amount approved by the Board to be spent during the year 125.25 63.45
1. Amount spent during the year ended on March 31, 2022:
Particulars In cash Yet to be paid Total

i) Construction/acquisition of any asset - -
ii) On purposes other than (i) above 125.87 - 125.87
2. Amount spent during the year ended on March 31, 2021:
Particulars In cash Yet to be paid Total

i) Construction/acquisition of any asset - - -
ii) On purposes other than (i) above 63.79 - 63.79
3. Details related to spent / unspent obligations:

i) Contribution to Public Trust - -
ii) Contribution to Charitable Trust 125.87 63.79
iii) Unspent amount in relation to:
- Ongoing project - -
- Other than ongoing project - -
4. Details of amount spent
Amount Amount
Opening required to be spent Closing
Particulars
balance spent during during the balance
the year year
i) for the year ended March 31, 2021 - 63.79 63.79 -
ii) for the year ended March 31, 2022 - 125.87 125.87 -
26 EARNINGS PER SHARE

The following table reflects the income and earnings per share data used in the basic and diluted EPS computation:

Profit after tax attributable to the equity holders (Rs. in lakhs) (a) 8,404.80 7,085.01
Weighted average number of shares considered for calculating basic EPS (b) 47,568,997 45,549,538
Weighted average number of shares considered for calculating diluted EPS (c) 47,685,247 45,598,038
Nominal value of shares (Rs.) 10.00 10.00
Basic earnings per share (Rs.) (d) = (a)/(b) 17.67 15.55
Diluted earnings per share (Rs.) (e) = (a)/(c) 17.63 15.54
143
26 EARNINGS PER SHARE

Computation of weighted average number of shares

Calculation of weighted number of shares of Rs. 10 each
Number of shares outstanding as at April 01 4,75,68,997 4,51,00,250
Number of shares outstanding for 62 days - 20,13,422
Number of shares outstanding for 86 days - 4,55,325
Weighted average number of shares considered for calculation of 4,75,68,997 4,55,49,538
Basic EPS
Effect of dilution:
Stock options granted under ESOP (refer note 29) 1,16,250 48,500
Total considered for calculating Diluted EPS 4,76,85,247 4,55,98,038
27 GRATUITY
Gratuity plan
The Company operates a defined benefit gratuity plan for its employees. Under the gratuity plan, every employee who has completed
five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For
certain class of employees, the gratuity will be paid at 30 days salary (last drawn salary) for each completed year of service post their
completion of 20 years of employment. The plan is funded with LIC by the Company.
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of plan assets. The cost of providing benefits under the defined benefit
plan is determined using the projected unit credit method
The following tables summarise the components of net benefit expense recognised in the Statement of profit and loss, the funded status
and amounts recognised in balance sheet for the plan.
Net employee benefit expense on account of gratuity recognised in employee benefits expense

Current service cost 27.44 25.69
Past service cost - -
Net interest (income) (2.07) (1.14)
Net benefit expense recognised in the Statement of profit and loss 25.37 24.55
Amount recognised in the statement of other comprehensive income

Actuarial (gains) /losses arising from changes in financial assumptions (11.45) 1.15
Actuarial (gains) arising from changes in experience assumptions (7.05) (9.16)
Actuarial (gains) /losses arising from changes in demographic assumptions - -
Return on plan assets excluding amounts included in interest loss 0.64 22.54
Total re-measurement costs for the year recognised in other (17.86) 14.53
comprehensive income
Changes in the present value of the defined benefit obligation are as follows :

Opening defined benefit obligation 197.45 171.48
Current service cost 27.44 25.69
Interest cost 12.78 11.29
Benefits paid (14.44) (3.00)
Re-measurement loss in other comprehensive income (18.50) (8.01)
Closing defined benefit obligation 204.73 197.45
144
Changes in the fair value of plan assets are as follows :

Fair value of plan assets at the beginning of the year 214.20 175.81
Interest income 14.85 12.43
Contributions by employer 27.84 50.21
Benefits paid (14.44) (1.71)
Return on plan assets, excluding amount recognized in interest losses (0.64) (22.54)
Fair value of plan assets at the end of the year 241.81 214.20
Net benefit (asset)

Present value of defined benefit obligation at the end of the year 204.73 197.45
Less: Fair value of plan assets at the end of the year 241.81 214.20
Net benefit (asset) (37.08) (16.75)
The major categories of plan assets of the fair value of the total plan assets are as follows:

Nature of plan assets
Investments with insurer 100% 100%
The overall expected rate of return on plan assets is determined based on the market prices prevailing on that date, applicable to the
period over which the obligation is to be settled.
Changes in the fair value of plan assets are as follows :

Discount rate 7.25% 6.80%
Salary growth rate 5.00% 5.00%
Normal age of retirement 60 years 60 years
Withdrawal rate 3% at younger 3% at younger
ages reducing to ages reducing to
1% at older ages 1% at older ages
Mortality table Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2012-14) (2012-14)
A quantitative sensitivity analysis for significant assumption as at March 31, 2022 and March 31, 2021 is as shown below:
March 31, 2022 March 31, 2021

Increase Decrease Increase Decrease
Assumptions
by 50 basis by 50 by 50 basis by 50
points basis points points basis points
Discount rate (11.66) 12.78 (11.05) 12.12
Salary growth rate 12.99 (11.96) 12.27 (11.28)
Increase Decrease Increase Decrease
by 100 by 100 by 100 by 100
basis basis basis basis
points points points points
Withdrawal Rate 0.96 (0.99) 0.65 (0.67)
145
The above sensitivity analysis is based on a change in assumption while holding all other assumptions constant. In practice, this
is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of defined benefit obligation calculated with
the Projected Unit Credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability
recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis didn't change compared to the previous periods.
The following are the expected cashflows to the defined benefit plan in future years:

Within next 12 months 20.82 19.14
Between 1 to 5 years 34.80 41.01
Between 5 to 10 years 62.40 55.08
The average duration of the defined benefit plan obligation at the end of the year is 13.22 years (March 31, 2021: 13.14 years)
28 RELATED PARTY TRANSACTIONS

A Names of related parties and related party relationship
Halogen Chemicals Private Limited- India Associate Company

Key managerial person (KMP)
Hemant Jalan Chairman & Managing Director
Anita Jalan Director
Kottiedath Venugopal Narayanankutty Director
Chetan Humane Chief financial officer
Sujoy Bose Company Secretary & Compliance Officer
Sunil Badriprasad Goyal Independent Director
Praveen Kumar Ramniranjan Tripathi Independent Director
Ravi Nigam Independent Director
Nupur Garg Independent Director
Payal Jalan Charitable Trust Entity controlled by KMP
Vinay Menon Relative of KMP

Shashi Bhagat Relative of KMP
B Related party transactions and balances

The following table provides the total amount of transactions that have been entered into with related parties for the relevant
financial year.

Particulars
March 31, 2022 March 31, 2021
a. Transactions during the year#
(i) Remuneration paid
Salary allowances and bonus*
Hemant Jalan 144.00 135.00
Anita Jalan 6.00 6.00
Kottiedath Venugopal Narayanankutty 96.00 91.50
Vinay Menon 26.73 24.46
Chetan Humane 37.34 32.93
Sujoy Bose 9.48 7.22
146

Particulars
March 31, 2022 March 31, 2021
(ii) CSR expenditure
Payal Jalan Charitable Trust 60.87 63.79
(iii) Directors sitting fees & commission
Sunil Badriprasad Goyal 4.00 7.00
Praveen Kumar Ramniranjan Tripathi 4.00 7.00
Ravi Nigam 4.00 7.00
Nupur Garg 10.00 13.00

Particulars
March 31, 2022 March 31, 2021
b. Closing balance#
Remuneration payable
Hemant Jalan 9.61 3.00
Anita Jalan 0.49 0.49
Kottiedath Venugopal Narayanankutty 5.80 5.00
Vinay Menon 1.92 1.49
Chetan Humane 1.94 1.61
Sujoy Bose 0.65 0.51
* The remuneration does not include gratuity and leave encashment since the same is calculated for all the employees of the Company as a whole. Further, the amount
excludes employee stock option perquisites
#The transactions of previous year do not include IPO related expenses and its recoverable balances, incurred on behalf of related parties as selling shareholders in
Offer for Sale. Refer note 10.1 of the financial statements for details IPO expenses incurred by the company and allocated to selling shareholders.
Terms and conditions of related party transactions and balances

The transactions with related parties are assessed to be at arm’s length transactions by the management. Outstanding balances at the end of the year are unsecured
and interest free and settlement occurs in cash.
Majority of the transactions with related parties includes managerial remuneration which is determined based on market conditions and is subject to approval from the
Nomination and Remuneration Committee of the Company.
147
29 EMPLOYEE STOCK OPTION SCHEME (ADJUSTED FOR ISSUE OF BONUS SHARES)

i. The Company has provided following share-based payment schemes to its employees:
Employee
Employee Employee Employee Employee Employee Employee
stock
stock option stock option stock option stock option stock option stock option
Particulars option
scheme scheme scheme scheme scheme scheme
scheme
2014## 2014## 2014## 2014## 2019 2019
2019
Date of grant December December 14, December 05, December 05, June 04, July 07, October 29,
07, 2014 2015 & 2016 2017 2019 2020 2021
March 07,
2016
Date of board approval December November 30, December 05, December 05, April 29, July 07, October 29,
07, 2014 2015 & 2016 2017 2019 2020 2021
February 24,
2016
Date of shareholder’s December December 06, December 06, December 06, March 28, March 28, March 28,
approval 06, 2014 2014 2014 2014 2019 2019 2019
Number of options 461,500 303,875 102,375 39,000 27,750 21,250 70,750
granted
Method of settlement Equity settled
Original vesting period 3 year 6 4 years 4 years 4 years 5 years 5 years 5 years
months
Revised vesting period# 1 year 4 1 year 4 1 year 4 1 year 4 4 years 4 years 4 years
months months months months
Fair value of shares on Rs. 66.15 Rs. 106.15 Rs. 106.15 Rs. 106.15 Rs. 242.98 Rs. 612.96 Rs. 2390.59
date of grant
Vesting conditions* Vesting based on continued association with the Company
#During the previous year, based on the powers of the board of directors, the board had reduced the vesting period for Employee stock option scheme 2019 from 5
years to 4 years
*policy doesn't mention the exercise period and expected life of the options.
## The scheme does not have any options outstanding as it has been closed vide board approval dated May 14, 2021.
ii. The details of activities under the scheme have been summarized below:
March 31, 2022 March 31, 2021

Weighted Weighted
Particulars Number average Number average
of options exercise of options exercise
price (Rs.) price (Rs.)
Outstanding at the beginning of the year 48,500 10.00 483,075 85.16
Granted during the year 70,750 10.00 21,250 10.00
Forfeited during the year (3,000) 10.00 (500) 10.00
Exercised during the year - - (455,325) 89.74
Outstanding at the end of the year 116,250 10.00 48,500 10.00
Exercisable at the end of the year - - - -
The weighted average remaining contractual life for the stock options outstanding as at March 31, 2022 is 2.81 years (March
31, 2021: 2.65 years).
148
29 EMPLOYEE STOCK OPTION SCHEME (ADJUSTED FOR ISSUE OF BONUS SHARES) (CONTD.)
iii. The details of stock options exercised during the year:

Number of options exercised during the year - 455,325
Weighted average share price (Rs.) - 89.74
iv. The details of exercise price for stock options outstanding at the end of the year are:

Number of options outstanding 116,250 48,500
Exercise price (Rs.) Rs. 10 Rs. 10
Weighted average remaining contractual life of options (in years) 2.81 yrs 2.65 yrs
v. Stock options granted:

The weighted average fair value of stock options granted during the period was Rs. 1,574.59 (March 31, 2021: Rs. 605.96).

Weighted average share price (Rs.) 1,577.47 612.96
Exercise Price (Rs.) Rs 10 Rs 10
Expected volatility (%) 33.00% 30.00%
Expected life of the options granted (in years) 4 years 4 years
Average risk-free interest rate (%) 5.00% 5.10%
Dividend yield 1.26% 0.00%
The expected life of the share options is based on the historical data and current expectations and is not necessarily indicative of
exercise pattern that may occur. The expected volatility reflects the assumptions that the historical volatility over a period similar to
the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
vi. Effect of the employee share-based payment plans on the Statement of profit and loss and on its financial
position
Compensation expense arising from equity-settled employee share based payment plans for the year ended March 31, 2022
amounted to Rs. 218.71 lakhs (March 31, 2021: Rs. 42.08 lakhs). The liability for employee stock options outstanding as at
March 31, 2022 is Rs. 271.58 lakhs (March 31, 2021: Rs. 52.87 lakhs).
30 CAPITAL AND OTHER COMMITMENTS
i) The estimated amounts of contract remaining to be executed on capital account and not provided for are Rs. 12,351.31 lakhs
(net of advances: Rs. 4,161.96 lakhs) [March 31, 2021: Rs. 454.32 lakhs (net of advances: Rs. 34.41 lakhs)]
ii) The Company has guaranteed purchase of certain quantities of tinting machine and gyro shakers. In the event the Company is
not able to make the purchases, it will be liable to compensate the manufacturer with a fee equivalent to the manufacturer’s price
towards inventory of components including the customized front panel TAB, keyboard, mouse and USB hub with cabling.
iii) Bank guarantee issued to stock exchange is Rs. Nil (March 31, 2021: Rs. 870.16 lakhs).
iv) For commitments relating to lease arrangements, refer note 35.
149
31 CONTINGENT LIABILITIES

Sales tax - C forms 2.67 3.05
Value added tax 1,727.80 1,787.62
Income tax matters 28.19 28.19
Excise and service tax related matters 5.72 5.72
Building tax 22.75 22.75
Total* 1,787.13 1,847.33
The management based on its assessment, believe that the outcome of these contingencies will be favourable, but not probable, and
accordingly no provision for liability has been recognized in the financial statements.
*excludes interest and penalty thereon.
32 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT,
2006

The principal amount and the interest due thereon remaining
unpaid to any supplier as at the end of each accounting year
- Principal amount due to micro and small enterprises 4,469.55 5,039.65
- Interest due on above 10.50 14.43
The amount of interest paid by the buyer in terms of section 16, of the MSMED - -
Act, 2006 along with the amounts of the payment made to the supplier beyond the
appointed day during each accounting year
The amount of interest due and payable for the period of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under MSMED Act, 2006
The amount of interest accrued and remaining unpaid at the end of each accounting 32.79 22.29
year
The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues as above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under section
23 of the MSMED Act, 2006
Based on the balance confirmations received by the Company, there are no interest for delayed payment of micro and small enterprises.
33 SEGMENT REPORTING
The Board of Directors of the Company performs the function of allotment of resources and assessment of performance of the Company.
Considering the level of activities performed, frequency of their meetings and level of finality of their decisions, the Company has
identified that Chief Operating Decision Maker function is being performed by the Managing Director. The financial information
presented to the Board in the context of results and for the purposes of approving the annual operating plan is on a consolidated basis
for various products of the Company. As the Company’s business activity falls within a single business segment viz. ‘Paints’ and the sales
substantially being in the domestic market, the financial statement are reflective of the information required by Ind AS 108 “Operating
Segments”.
The revenue from operations from products and services has not been disclosed as adjustments for discounts and rebates /performance
obligation adjustments cannot be allocated at product category level.
150
34 OPERATING LEASES

Operating lease - Company as lessor
The Company has given tinting machine and gyro shakers on operating lease to its dealers. The Company enters into 5 years
cancellable lease agreements. The minimum aggregate lease payments to be received in future is considered as Rs. Nil.
Accordingly, the disclosure of minimum lease payments receivable at the Balance sheet date is not made. The amount received
from the dealers in nature of non-refundable deposits (representing lease income received in advance) is deferred and amortised
over the period of lease.
35 LEASES
A Company as a lessee
The Company has lease contracts mainly for land and buildings (godowns and depots) used for factory operations, depots
and storage of goods. Leases of such depots /godowns generally have lease terms between 3 and 6 years. The Company’s
obligations under its leases are secured by the lessor’s title to the leased assets. Generally, the Company is restricted from assigning
and subleasing the leased assets. The Company also has certain leases of depots with lease terms of 12 months or less and leases
of low value
For details on Right to use assets, refer note 3.2
The carrying amounts of lease liabilities and the movements during the year:

Particulars
March 31, 2022 March 31, 2021
Additions 837.13 642.02
Accretion of interest 99.35 64.79
Disposals/ Cancellations (64.69) (47.08)
Payments (502.86) (411.11)
At the end of the year 1,243.64 874.71
Current 469.54 325.13
Non-current 774.10 549.58
Non-cash investing transaction

Particulars
March 31, 2022 March 31, 2021
Additions to lease liabilities and right-of-use assets 837.13 642.02
Disposals/ Cancellations (64.69) (47.08)
Interest accrued on lease liabilities 99.35 64.79
The maturity analysis of lease liabilities are disclosed in Note 38.

The effective interest rate for lease liabilities is 10%, with maturity between 2022-2027.
The following are the amounts recognised in profit or loss:

Particulars
March 31, 2022 March 31, 2021
Depreciation expense of right-of-use assets 461.15 365.31
Interest expense on lease liabilities 99.35 64.79
Expense relating to short-term leases (included in other expenses) - 26.01
Total amount recognised in Statement of profit and loss 560.50 456.11
151
35 LEASES (CONTD.)
The Company had total cash outflows for leases of Rs. 502.86 lakhs in March 31, 2022 (Rs 411.11 lakhs in March 31, 2021).
The Company also had non-cash additions to right-of-use assets and lease liabilities of Rs. 837.13 lakhs in March 31, 2022 (Rs.
642.02 lakhs in March 31, 2021). The future cash outflows relating to leases are disclosed in Note 38.
The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business needs.
Management exercises significant judgement in determining whether these extension and termination options are reasonably
certain to be exercised.
36 FAIR VALUE MEASUREMENTS

i) Category of financial instruments and valuation techniques
Breakup of financial assets carried at amortised cost

Trade receivables (refer note 7) 17,165.25 12,119.16
Cash and cash equivalent (refer note 8.1) 3,553.27 4,479.89
Bank balances other than Cash and cash equivalents (refer note 8.2) 6,408.85 21,351.16
Other financial assets (refer note 5) 164.23 2,688.75
Total 27,291.60 40,638.96
Note:
The management has assessed that the carrying amounts of the above financial instruments approximate their fair values.
Breakup of financial assets carried at fair value through profit and loss
Carrying value Fair value

Particulars
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Investments 17,309.54 4,967.93 17,309.54 4,967.93
Total 17,309.54 4,967.93 17,309.54 4,967.93
Breakup of financial liabilities carried at amortised cost

Borrowings (refer note 12) - 3.28
Trade payables (refer note 13) 20,141.02 18,557.11
Other financial liabilities (refer note 14) 672.54 1,520.96
Total 20,813.56 20,081.35
Note:
The management has assessed that the carrying amounts of the above financial instruments approximate their fair values.
152
36 FAIR VALUE MEASUREMENTS (CONTD.)

ii) Fair value hierarchy
The following table provides the fair value measurement hierarchy of the Company's assets and liabilities.
Quantitative disclosures of fair value measurement hierarchy as at March 31, 2022 and March 31, 2021 respectively.
Fair value measurement using

Quoted prices Significant Significant
Particulars Date of in active observable unobservable
Total
valuation markets inputs inputs
Level 1 Level 2 Level 3
Financial assets
measures at fair value
Investments (refer note 4) March 31, 2022 17,309.54 - -
17,309.54
March 31, 2021 4,967.93 - - 4,967.93
Total
There has been no transfer among Level 1, Level 2 and Level 3 during the year.
37 CAPITAL MANAGEMENT
For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other
equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximise
the shareholder value. The Company’s capital management objectives are to maintain equity including all reserves to protect
economic viability and to finance any growth opportunities that may be available in future so as to maximise shareholders’ value.
The management and the board of directors monitors the return on capital as well as the level of dividends to the shareholders.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions.

Debt (A) - 3.28
Equity (B) 64,985.84 56,348.97
Debt / Equity ratio (A/B) - 0.00
38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s principal financial liabilities comprise lease liabilities and trade and other payables. The main purpose of these
financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade and other
receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTPL investments.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management
of these risks. The Company’s senior management ensures that the Company’s financial risk activities are governed by appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s
policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the
appropriate skills, experience and supervision. The Board of Directors reviews and agrees policies for managing each of these
risks, which are summarised below.
(a)
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk.
Financial instruments affected by market risk include deposits and FVTPL investments.
153
38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTD.)
The Company has negligible direct exposure to foreign currency risk.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company is not exposed to the interest rate risk as there is no long-term debt obligations.
(b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing
activities, including investments, deposits with banks and financial institutions and other financial instruments.
(i) Trade receivables
Customer credit risk is managed by the Company’s established policies, procedures and controls relating to customer credit
risk management. Credit quality of a customer is assessed based on an individual credit limits and are defined in accordance
with management's assessment of the customer. Outstanding customer receivables are regularly monitored. The concentration
of credit risk is limited due to the fact that the customer base is large. There is no customer representing more than 5% of the
total balance of trade receivables.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The
Company uses ageing buckets and provision matrix for the purpose of computation of expected credit loss. The provision rates
are based on past trend of recoverability. The calculation reflects the probability-weighted outcome, the time value of money
and reasonable and supportable information that is available at the reporting date about past events, current conditions and
forecasts of future economic conditions. The Company does not hold collateral as security.
(ii) Financial instruments and bank deposits
Credit risk from balances with banks, mutual funds is managed by the management in accordance with the Company’s policy.
Investments of surplus funds are made only with approved counterparties based on limits defined by the management. The
limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure
to make payments. The Company’s maximum exposure to credit risk for financial instruments (mutual funds), bank balances
and deposits as at March 31, 2022 and March 31, 2021 is the carrying amounts as mentioned in note 4 and 8.
(c) Price risk
The Company invests its surplus funds in mutual funds which are linked to equity/debt markets. The Company is exposed to price
risk for investments that are classified as fair value through profit and loss. To manage its price risk arising from investments in mutual
funds, the Company diversifies its portfolio. Diversification and investment in the portfolio is done in accordance with Company’s
investment policy approved by the Board of Directors.
(d) Liquidity risk
Liquidity risk is the risk that the Company may encounter difficulty in meeting its present and future obligations associated with
financial liabilities that are required to be settled by delivering cash or another financial asset. The Company closely monitors
its liquidity position and deploys a robust cash management system. It aims to minimise these risks by generating sufficient
cash flows from its current operations, which in addition to the available cash and cash equivalents, will provide liquidity.
The liquidity risk is managed on the basis of expected maturity dates of the financial liabilities. The carrying amounts are assumed
to be reasonable approximation of fair value.
154
38 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTD.)

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
On Next 12 1 to 5 >5
Particulars Total
demand months years years
March 31, 2022
Borrowings (including current maturities of - - - - -
long-term debt)
Lease Liabilities - 549.35 871.64 - 1,420.99
Trade payables - 20,141.02 - - 20,141.02
Other financial liabilities - 672.54 - - 672.54
- 21,362.91 871.64 - 22,234.55
March 31, 2021
Borrowings (including current maturities of - 3.28 - - 3.28
long-term debt)
Lease Liabilities - 396.35 636.71 6.51 1,039.57
Trade payables - 18,557.11 - - 18,557.11
Other financial liabilities - 1,520.96 - - 1,520.96
- 20,477.70 636.71 6.51 21,120.92
39 RATIOS ANALYSIS AND ITS ELEMENTS
March March
Particulars Numerator Denominator % change Reason for variance
31, 2022 31, 2021
Current ratio Current Assets Current Liabilities 2.34 2.37 (1.27%) -
Debt- Equity Ratio Total Debt Shareholder’s Equity - 0.00 0.00% -
Debt Service Earnings for debt Debt service2 18.26 1.71 968.53% Company has repaid entire
Coverage ratio service1 borrowings out of its IPO
proceeds. Refer note 10 and
12.
Return on Equity Net Profits after taxes Average 13.85% 18.63% (25.64%) Company has issued fresh
ratio – Preference Dividend Shareholder’s Equity equity shares as part of its
IPO (refer note 10).
Inventory Turnover Cost of goods sold Average Inventory 4.84 4.39 10.09% -
ratio
Trade Receivable Net credit sales = Average Trade 6.16 6.38 (3.53%) -
Turnover Ratio Gross credit sales - Receivable
sales return
Trade Payable Net credit purchases Average Trade 2.77 2.43 13.95% -
Turnover Ratio = Gross credit Payables
purchases - purchase
return
Net Capital Net sales = Total Working capital 2.75 2.29 19.78% -
Turnover Ratio sales - sales return = Current assets –
Current liabilities
Net Profit ratio Net Profit Net sales = Total 9.28% 9.80% (5.29%) -
sales - sales return
Return on Capital Earnings before Capital Employed3 18.42% 18.84% (2.24%) -
Employed interest and taxes
Return on Interest (Finance Weighted average 3.83% 4.27% (10.30%) -
Investment Income) investments
1
Net profit after taxes + Non-cash operating expenses (i.e. Depreciation and amortisation, Finance cost, Loss /(gain) on disposal of PPE)
2
Interest & Lease Payments + Principal Repayments
3
Tangible Net Worth + Total Debt + Deferred Tax Liability
155
40 TRANSACTIONS WITH COMPANIES STRUCK OFF:
Amount of Relations with

Name of the struck
Nature of transactions with transactions Balance struck off
off companies
struck off companies with struck off outstanding company, if
companies any
Core Leadership Search Recruitment March 31, 2022 8.26 - -
Consulting Private Limited services March 31, 2021 3.90 - -
41 OTHER STATUTORY INFORMATION:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.
(iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company have not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(v) The Company have not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vi) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act, 1961.


Place: Pune
Date: May 20, 2022
Place: Pune
Date: May 20, 2022
156
Indigo Paints Limited Notice

Registered Office: Indigo Tower, Street 5, Pallod Farm-2, Baner Road, Pune- 411045, Maharastra
CIN: L24114PN2000PLC014669, Tel: +91 20 6681 4300
Email: [email protected], Website: www.indigopaints.com
Notice of the 22nd Annual General Meeting

NOTICE is hereby given that the Twenty-Second Annual General deem fit, which shall not exceed 1% of the net profits of the
Meeting (the “AGM”) of Indigo Paints Limited (the “Company”) Company as computed in the manner laid down in Section
will be held on Friday September 02, 2022 at 11.00 hrs (IST) 198 of the Act.
through Video Conferencing (“VC”) / Other Audio Visual Means
(“OAVM”) to transact the following business: RESOLVED FURTHER THAT such commission would be
in addition to the sitting fees and reimbursement of expenses
towards attending the meetings of the Board of Directors and
ORDINARY BUSINESS: Committees thereof.
1. Adoption of Financial Statements. RESOLVED FURTHER THAT the Board of Directors and/or
the Company Secretary of the Company and/or any person
To receive, consider and adopt the Standalone Audited
authorized by the Board be and are hereby jointly and severally
Financial Statements of the Company for the financial year
authorized to do all such acts, deeds, matters and things,
ended 31st March, 2022 together with the Reports of the
including to settle any question, difficulty or doubt that may
Board of Directors (“the Board”) and Auditors thereon.
arise and to finalize and execute all documents and writings
2. Declaration of dividend on equity shares. as may be necessary and make such filings/ applications with
the regulatory authorities including the Registrar of Companies,
To declare final dividend of H 3.00/- (Rupees Three only) per Maharashtra at Pune to effectively implement this resolution.”
equity share of the face value H 10/- (Rupees Ten Only) each
for the financial year ended 31st March, 2022. 5. Re-appointment of Mr. Hemant Kamala Jalan
as Managing Director
3. Appointment of Mr. Hemant Kamala Jalan as a
Director, liable to retire by rotation. To consider and, if thought fit to pass with or without
modification(s), the following resolution as a Ordinary
To appoint a Director in place of Mr. Hemant Kamala Jalan Resolution:
(DIN: 00080942), who retires by rotation and being
eligible, offers himself for reappointment. “RESOLVED THAT pursuant to the provisions of Section
196, 197, 198, 203 and any other applicable provisions
of the Companies Act, 2013 (“Act”) and the rules made there
SPECIAL BUSINESS:
under, as amended from time to time, read with Schedule V
4. Payment of commission to Non-Executive to the Act, and Articles of Association of the Company, and
Independent Directors of the Company: the applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
To approve payment of Commission to Non-Executive from time to time, the consent of the members of the Company
Independent Directors and in this regard, to consider and be and is hereby accorded to re-appoint Mr. Hemant Jalan
if thought fit, to pass with or without modification(s), the as the Managing Director of the Company for a period of 5
following resolution as a Special Resolution: Years with effect from 01st March, 2023 to 29th February,
2028, not liable to retire by rotation and upon the terms and
“RESOLVED THAT in accordance with the provisions of conditions set out in the Explanatory Statement annexed to the
Sections 149, 197, 198, Schedule V and other applicable Notice convening this meeting (including remuneration), with
provisions, if any, of the Companies Act, 2013, (“the Act”) liberty to the Board of Directors of the Company hereinafter
and the rules framed thereunder, including any statutory referred to as “the Board” (which term shall be deemed to
modification(s) or re-enactment(s) thereof for the time being include any Committee of the Board constituted to exercise its
in force & pursuant to Regulation 17 of the SEBI (Listing powers, including the powers conferred by this Resolution) to
Obligations and Disclosure Requirements) Regulations, alter and vary terms and conditions (including remuneration
2015 and based on the recommendation of Nomination subject to limits prescribed in the Act) of the said appointment
and Remuneration Committee and the Board of Directors, in such manner as may be agreed to between the Board and
consent of the members of the Company be and is hereby Mr. Hemant Jalan.
accorded for the payment of commission to the Non-Executive
Independent Directors of the Company for the financial RESOLVED FURTHER THAT the Board of Directors and/
year 2022-23 and subsequent years, in such amounts or or the Company Secretary of the Company and/or any
proportions as the Board of Directors may from time to time person authorized by the Board be and are hereby jointly
157
and severally authorized to do all such acts, deeds, matters Statement annexed thereto, apart from a few other changes
and things, including to settle any question, difficulty or doubt with a view to ensure better efficacy and administration of
that may arise and to finalize and execute all documents the Scheme.
and writings as may be necessary and make such filings/
applications with the regulatory authorities including the RESOLVED FURTHER THAT the Nomination and
Registrar of Companies, Maharashtra at Pune to effectively Remuneration Committee and the Board be and are hereby
implement this resolution.” authorized on behalf of the Company to make and carry
out any modifications, changes, variations, alterations or
6. Amendment in Indigo Paints- Employee Stock revisions in the Scheme or to suspend, withdraw or revive the
Option Scheme, 2019 (“ESOS, 2019”) ESOS-2019 Scheme, in accordance with applicable laws
prevailing from time to time, as it may deem fit, to give effect
To consider and if thought fit, to pass with or without to this resolution.
modification(s), the following resolution as a Special
Resolution: RESOLVED FURTHER THAT the Board of Directors and/
or the Company Secretary of the Company and/or any
“RESOLVED THAT pursuant to the applicable provisions person authorized by the Board be and are hereby jointly
of Securities and Exchange Board of India (Share Based and severally authorized to do all such acts, deeds, matters
Employee Benefits and Sweat Equity) Regulations, 2021, and things, including to settle any question, difficulty or doubt
(including any statutory modification(s) or re-enactment that may arise and to finalize and execute all documents
thereof for the time being in force) (“SEBI SBEB Regulations”), and writings as may be necessary and make such filings/
Section 62(1) (b) of the Companies Act, 2013 read with applications with the regulatory authorities including the
the Companies (Share Capital and Debentures) Rules, Registrar of Companies, Maharashtra at Pune to effectively
2014 and all other applicable provisions of the Companies implement this resolution.”
Act, 2013, and the rules notified thereunder (including
any statutory modification(s) or re-enactment thereof,
for the time being in force), provisions contained in the
memorandum of association and the articles of association By order of the Board
of the Company, the applicable provisions of the Securities For Indigo Paints Limited
and Exchange Board of India (Listing Obligations and (formerly known as Indigo Paints Private Limited)
Disclosure Requirements) Regulations, 2015 and other
rules, regulations and guidelines of any/ various statutory/
regulatory authority(ies) that are or may become applicable Sujoy Sudipta Bose
(collectively referred herein as the “Applicable Laws”) and Company Secretary & Compliance Officer
subject to any approvals, permissions and sanctions of the Membership No. A43755
Nomination and Remuneration Committee and the Board
Registered Office:
of Directors (“Board”) of the Company, the consent of the
members of the Company be and is hereby accorded to
Baner Road Pune -411045
approve the amendment to the ‘Indigo Paints - Employee
Stock Option Scheme 2019” (hereinafter referred as the Date: August 05, 2022
“ESOS-2019” or “Scheme”) as detailed in the Explanatory Place: Pune
158
NOTES: The AGM Notice is also disseminated on the website of

CDSL (agency for providing the Remote e-Voting facility
1. An Explanatory Statement pursuant to Section 102(1) of the and e-voting system during the AGM/EGM) i.e. www.
Companies Act, 2013 (“the Act”), in respect of businesses evotingindia.com. The notice of the meeting containing
to be transacted at the Annual General Meeting (“AGM”), the prescribed particulars has also been published in The
as set out under Item No(s). 4 to 7 above and the relevant Financial Express and Loksatta Newspapers.
details of the Directors as mentioned under Item No(s). 3 and
5 above as required by Regulation 36(3) of the Securities 7. Pursuant to the provisions of the Act, a Member entitled to
and Exchange Board of India (Listing Obligations and attend and vote at the AGM is entitled to appoint a proxy
Disclosure Requirements) Regulations, 2015 (“the Listing to attend and vote on his/her behalf who may or may not
Regulations”) and as required under Secretarial Standard – be a Member of the Company. Since this AGM is being
2 on General Meetings issued by the Institute of Company held pursuant to the MCA Circulars through VC, physical
Secretaries of India, is annexed hereto. attendance of Members has been dispensed with. Further as
per the MCA Circulars, the facility for appointment of proxies
2. As you are aware, in view of the situation arising due to by the Members will not be available for the e-AGM and
Covid-19 global pandemic, the general meetings of the hence the Proxy Form and Attendance Slip are not annexed
Companies shall be conducted as per the guidelines issued to this Notice.
by the Ministry of Corporate Affairs (MCA) vide General
Circular No. 2/2022 dated May 5, 2022, Circular No. 8. Pursuant to MCA Circular No. 14/2020 dated April 08,
19/2021 dated December, 08, 2021, Circular No. 2020, the facility to appoint proxy to attend and cast vote
14/2020 dated April 8, 2020, Circular No.17/2020 for the members is not available for this AGM. However,
dated April 13, 2020 and Circular No. 20/2020 dated in pursuance of Section 112 and Section Corporate
May 05, 2020 and Circular SEBI/HO/CFD/CMD2/ Shareholders of the Companies Act, 2013, representatives
CIR/P/2022/62 dated May 13, 2022 (hereinafter of the members such as the President of India or the Governor
collectively referred to as “the Circulars”). The forthcoming of a State or body corporate can attend the AGM through
AGM will thus be held through video conferencing (VC) VC/OAVM and cast their votes through e-voting.
or other audio visual means (OAVM) without the physical
presence of members at a common venue. Hence, Members 9. The Register of Directors and Key Managerial Personnel and
can attend and participate in the ensuing AGM through their shareholding, maintained under Section 170 of the
VC/OAVM. Act, and the Register of Contracts or Arrangements in which
the directors are interested, maintained under Section 189
3. In accordance with the Secretarial Standard-2 on General of the Act, will be available electronically for inspection by
Meeting issued by the Institute of Company Secretaries of the members during the AGM. All documents referred to in
India (ICSI) read with Guidance/Clarification dated April, the Notice will also be available for electronic inspection
15, 2020 issued by ICSI, the proceedings of the AGM shall without any fee by the members from the date of circulation
be deemed to be conducted at the Registered Office of the of this Notice up to the date of AGM, i.e. September 02,
Company which shall be the deemed Venue of the e-AGM. 2022. Members seeking to inspect such documents can
send an email to [email protected].
4. The Board of Directors have considered and decided to
include the Item no. 4 to 6 given above as Special Business 10. Members whose shareholding is in electronic mode are
in the forthcoming AGM, as they are unavoidable in nature. requested to notify any change in address or bank account
details to their respective depository participant(s) (DP).
5. In accordance with the MCA Circulars, owing to the Members whose shareholding is in physical mode are
difficulties involved in dispatching of physical copies of the requested to opt for the Electronic Clearing System (ECS)
financial statements (including Report of Board of Directors, mode to receive dividend on time in line with the Circulars.
Auditor’s report or other documents required to be attached We urge members to utilize the ECS for receiving dividends.
therewith), such statements including the Notice of AGM
are being sent in electronic mode to Members whose e-mail 11. Members may note that the Board, at its meeting held on
address is registered with the Company or the Depository May 20, 2022, has recommended a final dividend of H 3
Participant(s). per share. The record date for the purpose of final dividend
is August 26, 2022. The register of Members (Book Closure
6. The Notice of AGM along with Annual Report for the date) will be closed from August 27, 2022 to September
financial year 2021-2022, is available on the website of 02, 2022 (both days inclusive). The final dividend, once
the Company at www.indigopaints.com/investors , on the approved by the members in the ensuing AGM, will be paid
website of Stock Exchanges i.e. BSE Limited and National on or around September 23, 2022 electronically through
Stock Exchange of India Limited www.bseindia.com and various online transfer modes to those members who have
www.nseindia.com respectively and on the website of updated their bank account details. For members who have
Registrar and Transfer Agent (RTA) i.e www.linkintime.co.in not updated their bank account details, dividend warrants
159
/ demand drafts / cheques will be sent to their registered consolidated Scrutinizer’s Report and submit the same
addresses. To avoid delay in receiving dividend, members forthwith not later than 48 hours of conclusion of the e-AGM
are requested to update their KYC with their depositories to the Chairman of the Company or a person authorized by
(where shares are held in dematerialized mode) and with the him in writing, who shall countersign the same.
Company’s Registrar and Transfer Agent (RTA) (where shares
19. The Results declared along with the consolidated Scrutinizer’s
are held in physical mode) to receive dividend directly into
Report shall be hosted on the website of the Company i.e.
their bank account on the payout date
www.indigopaints.com/investors and on the website of
12. In line with the Ministry of Corporate Affairs (MCA) Circular Link Intime India Private Limited i.e. www.linkintime.co.in.
No. 17/2020 dated April 13, 2020, the Notice calling the The results shall simultaneously be communicated to BSE
AGM has been uploaded on the website of the Company Limited and the National Stock Exchange of India Limited.
at www.indigopaints.com/investors. The Notice can also The result shall also be displayed on the Notice Board at the
be accessed from the websites of the Stock Exchanges i.e. Registered Office of the Company.
BSE Limited and National Stock Exchange of India Limited at
20. The Resolutions shall be deemed to be passed at the
www.bseindia.com and www.nseindia.com respectively.
registered office of the Company on the date of the e-AGM,
The AGM Notice is also disseminated on the website of
subject to receipt of the requisite number of votes in favour of
CDSL (agency for providing the Remote e-Voting facility and
the Resolutions.
e-voting system during the AGM) i.e. www.evotingindia.
com. 21. In terms of the Listing Regulations, securities of listed
companies can only be transferred in dematerialized form
13. In continuation of this Ministry’s General Circular No. with effect from 1st April 2019. In view of the above,
20/2020, dated 05th May, 2020 and after due Members are advised to dematerialize shares held by them
examination, it has been decided to allow companies in physical form.
whose AGMs were due to be held in the year 2020, or
become due in the year 2021, to conduct their AGMs on or 22. The Securities and Exchange Board of India (SEBI) has
before 31.12.2022, in accordance with the requirements mandated the submission of Permanent Account Number
provided in paragraphs 3 and 4 of the General Circular (PAN) by every participant in securities market. Members
No. 20/2020 as per MCA circular no. 02/2021 dated holding shares in electronic form are, therefore, requested
January13, 2021. to submit the PAN to their Depository Participants with whom
they are maintaining their DEMAT accounts. Members
14. As the meeting is being conducted through VC/OAVM, holding shares in physical form can submit their PAN details
a route map is not annexed herewith, in compliance with to the Company.
applicable provisions of the Companies Act, 2013 read
with MCA Circular No. 14/2020 dated April 8, 2020 23. To prevent fraudulent transactions, Members are advised
and MCA Circular No. 17/2020 dated April 13, 2020 to exercise due diligence and notify the Company of any
and MCA Circular No. 20/2020 dated May 05, 2020. change in address or demise of any Member as soon
as possible. Members are also advised to not leave their
15. In continuation of this Ministry’s General Circular No. demat account(s) dormant for long. Periodic statement of
20/2020, dated 05th May, 2020 and after due holdings should be obtained from the concerned Depository
examination, it has been decided to allow companies Participant and holdings should be verified from time to time.
whose AGMs were due to be held in the year 2020, or
become due in the year 2021, to conduct their AGMs on or 24. In case of any queries regarding the Annual Report, the
before 31.12.2021, in accordance with the requirements Members may write to [email protected] to
provided in paragraphs 3 and 4 of the General Circular receive an email response.
No. 20/2020 as per MCA circular no. 02/2021 dated 25. Institutional / Corporate Shareholders (i.e. other than
January, 13,2021. individuals / HUF, NRI, etc.) are required to send a scanned
copy (PDF/JPG Format) of its Board or governing body
16.
The Board has appointed Mrs. Ashwini Inamdar or
Resolution/Authorization etc., authorizing its representative
failing her Mr. Atul Mehta, Partners, Mehta and Mehta,
to attend the e-AGM through VC/OAVM on its behalf and
Practicing Company Secretaries (ICSI Unique Code:
to vote through remote e-voting or during the e-AGM. The
P1996MH007500) to act as the Scrutinizer, to scrutinize the
said Resolution/Authorization shall be sent to the Scrutinizer
e-voting process (including votes cast by the Members at the
by email through its registered email address to info@mehta-
Annual General Meeting) in a fair and transparent manner.
mehta.com with a copy to [email protected]
17. The Scrutinizer’s decision on the validity of the vote shall be
26. e-AGM: Company has appointed Central Depository
final.
Services Limited (CDSL), to provide Video Conferencing
18. The Scrutinizer after scrutinizing the votes cast by remote facility for the e-AGM and the attendant enablers for
e-voting and e-voting during the e-AGM will make a conducting of the e-AGM.
160
27. Attending e-AGM: Member will be provided with a 33. The Notice is being sent to all the Members/ Beneficiaries
facility to attend the e-AGM through video conferencing electronically, whose names appear on the Register of
platform provided by CDSL. Members/Record of Depositories as on Friday, August 05,
2022 in accordance with the provisions of the Companies
The detailed instructions for participating in e-AGM through Act, 2013, read with Rules made thereunder and MCA and
Video Conferencing forms part of this Notice of AGM. SEBI Circulars.
28. The Members can join the AGM in the VC/OAVM mode 34. All documents referred to in the accompanying Notice
15 minutes before and after the scheduled time of the and the Explanatory Statement shall be open for inspection
commencement of the Meeting by following the procedure by the Members by writing an email to the Company at
mentioned in the Notice. The facility of participation at the [email protected]
AGM through VC/OAVM will be made available to at least
1000 members on first come first served basis. This will not
include large Shareholders (Shareholders holding 2% or more THE INTRUCTIONS OF SHAREHOLDERS FOR
shareholding), Promoters, Institutional Investors, Directors, E-VOTING AND JOINING VIRTUAL MEETINGS
Key Managerial Personnel, the Chairpersons of the Audit ARE AS UNDER:
Committee, Nomination and Remuneration Committee and
Step 1 : Access through Depositories CDSL/NSDL e-Voting
Stakeholders Relationship Committee, Auditors etc. who are
system in case of individual shareholders holding shares
allowed to attend the AGM without restriction on account of
in demat mode.
first come first served basis.
Step 2 : Access through CDSL e-Voting system in case of
29. The meeting conducted through the VC/AOVM facility shall
shareholders holding shares in physical mode and non-
have a capacity to allow participation by at least 1000
individual shareholders in demat mode.
members of the Company on a first-come-first-serve basis.
The large shareholders (i.e. shareholders holding 2% or more (i) The voting period begins on Tuesday, August 30, 2022
shareholding), promoters, institutional investors, directors, at 09.00 hrs (IST) and ends on Thursday, September
key managerial personnel, the Chairpersons of the Audit 01, 2022 at 17.00 hrs (IST). During this period
Committee, Nomination and Remuneration Committee and shareholders’ of the Company, holding shares either
Stakeholders Relationship Committee, auditors, etc. shall in physical form or in dematerialized form, as on the
be allowed to attend the meeting without any restriction on cut-off date i.e. August 26, 2022 may cast their vote
account of the first-come-first-serve principle. electronically. The e-voting module shall be disabled by
CDSL for voting thereafter.
30. The attendance of the Members attending the AGM through
VC/OAVM will be counted for the purpose of ascertaining (ii) Shareholders who have already voted prior to the
the quorum under Section 103 of the Companies Act, 2013. meeting date would not be entitled to vote at the
meeting venue.
31. Remote e-Voting: Pursuant to the provisions of Section 108
of the Companies Act, 2013 read with Rule 20 of the (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
Companies (Management and Administration) Rules, 2014 CIR/P/2020/242 dated 09.12.2020, under
(as amended) and Regulation 44 of SEBI (Listing Obligations Regulation 44 of Securities and Exchange Board of
& Disclosure Requirements) Regulations 2015 (as amended), India (Listing Obligations and Disclosure Requirements)
and the Circulars, the Company is providing facility of Regulations, 2015, listed entities are required to
remote e-voting to its Members in respect of the business to provide remote e-voting facility to its shareholders, in
be transacted at the AGM. For this purpose, the Company respect of all shareholders’ resolutions. However, it
has entered into an agreement with Central Depository has been observed that the participation by the public
Services (India) Limited (CDSL) for facilitating voting through non-institutional shareholders/retail shareholders is at a
electronic means, as the authorized e-Voting’s agency. The negligible level.
facility of casting votes by a member using remote e-voting
as well as the e-voting system on the date of the AGM will Currently, there are multiple e-voting service providers
be provided by CDSL. (ESPs) providing e-voting facility to listed entities in
India. This necessitates registration on various ESPs and
32. The Company has fixed Friday, August 26, 2022 as the maintenance of multiple user IDs and passwords by the
cut-off date for identifying the Members who shall be eligible shareholders.
to vote through remote e-voting facility or for participation
and voting in the e-AGM. A person whose name is recorded In order to increase the efficiency of the voting
in the Register of Members or in the Register of Beneficial process, pursuant to a public consultation, it has been
Owners maintained by the depositories as on the cut-off date decided to enable e-voting to all the demat account
shall be entitled to vote on the resolutions through the facility holders, by way of a single login credential, through
of Remote e-Voting or participate and vote in the e-AGM. their demat accounts/ websites of Depositories/
161
Depository Participants. Demat account holders would (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/
be able to cast their vote without having to register CIR/P/2020/242 dated December 9, 2020
again with the ESPs, thereby, not only facilitating on e-Voting facility provided by Listed Companies,
seamless authentication but also enhancing ease and Individual shareholders holding securities in demat
convenience of participating in e-voting process. mode are allowed to vote through their demat
account maintained with Depositories and Depository
Step 1 : Access through Depositories CDSL/NSDL Participants. Shareholders are advised to update their
e-Voting system in case of individual shareholders mobile number and email Id in their demat accounts in
holding shares in demat mode. order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders
holding securities in Demat mode CDSL/NSDL is given below:
Type of shareholders Login Method

Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in user id and password. Option will be made available to reach e-Voting page without
Demat mode with CDSL any further authentication. The URL for users to login to Easi / Easiest are https://web.
Depository cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login
icon and select New System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be able to see e-Voting page
of the e-Voting service provider for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting. Additionally, there is also links
provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/
KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website
directly.
3) If the user is not registered for Easi/Easiest, option to register is available at https://
web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home
page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to see the e-Voting
option where the evoting is in progress and also able to directly access the system of
all e-Voting Service Providers.
Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website
holding securities in of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com
demat mode with NSDL either on a Personal Computer or on a mobile. Once the home page of e-Services
Depository is launched, click on the “Beneficial Owner” icon under “Login” which is available
under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-Voting services.
Click on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider name and you
will be re-directed to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A new screen will open.
162

You will have to enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site wherein you
can see e-Voting page. Click on company name or e-Voting service provider name and
you will be redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in demat Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful
mode) login through their login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
Depository Participants be redirected to NSDL/CDSL Depository site after successful authentication, wherein you
(DP) can see e-Voting feature. Click on company name or e-Voting service provider name and
you will be redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. CDSL and NSDL

Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in Demat request at [email protected] or contact at toll free no. 1800 22 55 33
mode with CDSL
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in Demat request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
mode with NSDL
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual
shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding
in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting
of any company, then your existing password is to be used.
163
6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders

holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Bank Details OR Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
Date of Birth (DOB) your demat account or in the company records in order to login.
If both the details are not recorded with the depository or company, please enter the
member id / folio number in the Dividend Bank details field.
(vi) After entering these details appropriately, click on (xv) If a demat account holder has forgotten the login
“SUBMIT” tab. password then Enter the User ID and the image
verification code and click on Forgot Password & enter
(vii) Shareholders holding shares in physical form will then the details as prompted by the system.
directly reach the Company selection screen. However,
shareholders holding shares in demat form will now (xvi) There is also an optional provision to upload BR/POA
reach ‘Password Creation’ menu wherein they are if any uploaded, which will be made available to
required to mandatorily enter their login password in scrutinizer for verification.
the new password field. Kindly note that this password
is to be also used by the demat holders for voting for (xvii) Additional Facility for Non – Individual Shareholders
resolutions of any other company on which they are and Custodians –For Remote Voting only.
eligible to vote, provided that company opts for e-voting
Non-Individual shareholders (i.e. other than
through CDSL platform. It is strongly recommended not
Individuals, HUF, NRI etc.) and Custodians are
to share your password with any other person and take
required to log on to www.evotingindia.com and
utmost care to keep your password confidential.
register themselves in the “Corporates” module.
(viii) For shareholders holding shares in physical form, the
A scanned copy of the Registration Form bearing
details can be used only for e-voting on the resolutions
the stamp and sign of the entity should be emailed
contained in this Notice.
to [email protected].
(ix) Click on the EVSN for Indigo Paints Limited on which
After receiving the login details a Compliance
you choose to vote.
User should be created using the admin login and
(x) On the voting page, you will see “RESOLUTION password. The Compliance User would be able to
DESCRIPTION” and against the same the option link the account(s) for which they wish to vote on.
“YES/NO” for voting. Select the option YES or NO as
The list of accounts linked in the login will be
desired. The option YES implies that you assent to the
mapped automatically & can be delink in case of
Resolution and option NO implies that you dissent to the
any wrong mapping.
Resolution.
It is Mandatory that, a scanned copy of the Board
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to
Resolution and Power of Attorney (POA) which
view the entire Resolution details.
they have issued in favour of the Custodian, if any,
(xii) After selecting the resolution, you have decided to vote should be uploaded in PDF format in the system for
on, click on “SUBMIT”. A confirmation box will be the scrutinizer to verify the same.
displayed. If you wish to confirm your vote, click on
Alternatively Non Individual shareholders are
“OK”, else to change your vote, click on “CANCEL”
required mandatory to send the relevant Board
and accordingly modify your vote.
Resolution/ Authority letter etc. together with
(xiii) Once you “CONFIRM” your vote on the resolution, you attested specimen signature of the duly authorized
will not be allowed to modify your vote. signatory who are authorized to vote, to the
Scrutinizer and to the Company at the email
(xiv) You can also take a print of the votes cast by clicking on address viz; [email protected], if they
“Click here to print” option on the Voting page. have voted from individual tab & not uploaded
164
same in the CDSL e-voting system for the scrutinizer 10. If any Votes are cast by the shareholders through the
to verify the same. e-voting available during the EGM/AGM and if the same
shareholders have not participated in the meeting through
VC/OAVM facility, then the votes cast by such shareholders
INSTRUCTIONS FOR SHAREHOLDERS
may be considered invalid as the facility of e-voting during
ATTENDING THE AGM/EGM THROUGH VC/
the meeting is available only to the shareholders attending
OAVM & E-VOTING DURING MEETING ARE AS
the meeting.
UNDER:
1. The procedure for attending meeting & e-Voting on the day PROCESS FOR THOSE SHAREHOLDERS WHOSE
of the AGM/ EGM is same as the instructions mentioned EMAIL/MOBILE NO. ARE NOT REGISTERED
above for e-voting. WITH THE COMPANY/DEPOSITORIES.
2. The link for VC/OAVM to attend meeting will be available 1. For Physical shareholders- please provide necessary details
where the EVSN of Company will be displayed after like Folio No., Name of shareholder, scanned copy of the
successful login as per the instructions mentioned above for share certificate (front and back), PAN (self attested scanned
e-voting. copy of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) by email to Company/RTA email id.
3. Shareholders who have voted through Remote e-Voting will
be eligible to attend the meeting. However, they will not be 2. For Demat shareholders – Please update your email id &
eligible to vote at the AGM/EGM. mobile no. with your respective Depository Participant (DP)
4. Shareholders are encouraged to join the Meeting through 3. For Individual Demat shareholders – Please update your
Laptops / IPads for better experience. email id & mobile no. with your respective Depository
Participant (DP) which is mandatory while e-Voting & joining
5. Further shareholders will be required to allow Camera and
virtual meetings through Depository.
use Internet with a good speed to avoid any disturbance
during the meeting. If you have any queries or issues regarding attending AGM &
e-Voting from the CDSL e-Voting System, you can write an email to
6. Please note that Participants Connecting from Mobile Devices
[email protected] or contact at toll free no. 1800
or Tablets or through Laptop connecting via Mobile Hotspot
22 55 33
may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable All grievances connected with the facility for voting by electronic
Wi-Fi or LAN Connection to mitigate any kind of aforesaid means may be addressed to Mr. Rakesh Dalvi, Sr. Manager,
glitches. (CDSL, ) Central Depository Services (India) Limited, A Wing,
25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M
7. Shareholders who would like to express their views/ask
Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an
questions during the meeting may register themselves as a
email to [email protected] or call toll free no.
speaker by sending their request in advance atleast 7 days
1800 22 55 33.
prior to meeting mentioning their name, demat account
number/folio number, email id, mobile number at (company
email id). The shareholders who do not wish to speak during
the AGM but have queries may send their queries in advance
By order of the Board
14 days prior to meeting mentioning their name, demat
account number/folio number, email id, mobile number at
(company email id). These queries will be replied to by the
company suitably by email.
8. Those shareholders who have registered themselves as a Sujoy Sudipta Bose

speaker will only be allowed to express their views/ask Company Secretary & Compliance Officer
questions during the meeting. Membership No. A43755
Registered Office:
9. Only those shareholders, who are present in the AGM/
EGM through VC/OAVM facility and have not casted their
Baner Road Pune -411045
vote on the Resolutions through remote e-Voting and are
otherwise not barred from doing so, shall be eligible to vote Date: August 05, 2022
through e-Voting system available during the EGM/AGM. Place: Pune
165
EXPLANATORY STATEMENT PURSUANT TO Mr. Hemant Kamala Jalan, aged 65 years is the Managing
SECTION 102 OF THE COMPANIES ACT, 2013 Director of the Company having over 20 years of experience
(“THE ACT”) in the paint industry. He has completed his M.Sc from Stanford
University and M.B.A. from University of Chicago.
Item No. 4: Payment of commission to Non-
Executive Independent Directors of the Company His current term of appointment as the Managing Director of the
Company will expire on 06th March, 2023. Considering his
The Nomination and Remuneration Committee and Board of knowledge of various aspects relating to the Company’s affairs
Directors in its meeting held on 19th May, 2022 and 20th May, and long business experience, the Board of Directors is of the
2022 respectively had approved the payment of Commission not opinion that for the smooth and efficient running of the business,
exceeding one percent of the net profit of the Company to the the services of Mr. Hemant Kamala Jalan should be available to
Non-Executive Independent Directors of the Company with effect the Company for a further period of 5 (Five) years with effect from
from 1st April, 2022. 01st March, 2023, not liable to retire by rotation.
In pursuance to Section 197, 198 and other relevant provisions In terms of the provisions of the Act and the Articles of Association
of the Companies Act, 2013, and Regulation 17 of the SEBI of the Company, the Nomination and Remuneration Committee
(Listing Obligations and Disclosure Requirements) Regulations, and the Board of Directors have, at their meetings held on 19th
2015, the Board of Directors shall recommend all fees or May, 2022 and 05th August, 2022 respectively re-appointed
compensation, if any, paid to non-executive Directors, including him as Managing Director of the Company for a further period of
Independent Directors and shall require approval of shareholders 5 (Five) years with effect from 1st March 2023.
in general meeting.
The main terms and conditions for the re-appointment of Mr.
With the growing scale of the business of the Company, the role Hemant Kamala Jalan as Managing Director (MD) are as follows:
of the Non-Executive Independent Directors is of much importance
to the Company. In view of the valuable contribution made by I. Period
them towards overall engagement and their future responsibilities
with the Company on various policies, strategic and governance From 01st March, 2023 to 29th February, 2028
related issues, it is proposed to pay Commission to them. II. Remuneration
It is proposed to seek approval of the members of the Company The current remuneration for Mr. Hemant Kamala Jalan as
under Section 197 of the Companies Act, 2013 and Regulation approved by the Board for FY 2022-23 is H 2,40,00,000/-
17 of the SEBI (Listing Obligations and Disclosure Requirements) per annum; The annual increment and other benefits to
Regulations, 2015 for payment of commission at the rate not Mr. Jalan, would be decided by the Board based on the
exceeding one percent on the net profit of the Company computed recommendation of the Nomination and Remuneration
in accordance with Section 198 of Companies Act, 2013. This Committee (hereinafter called the “NRC”), within the
remuneration will be distributed as per the decision taken by the maximum amount as prescribed under the Companies
Board from time to time. The above payment of Commission Act, 2013.
shall be over and above the sitting fees and reimbursement of
expenses paid to the Directors for attending the meeting of the III. Perquisites and other Allowances
Board/Committee thereof. Accordingly, consent of the members
is sought for passing an special resolution as set out at Item No. Telephone and Internet Expenses: The Managing Director is
4 of the Notice for payment of commission to Non-Executive entitled for a full reimbursement for his telephone, mobile and
Directors of the Company. internet expenses which he/she might incur.
All the Non-Executive Independent Directors of the Company and Medical Expenses: The Managing Director is covered under
their relatives are concerned/interested in the resolution set out at the Group Health Insurance Policy offered by the Company
Item No. 4 of the Notice. Other than this none of the directors, and is entitled to claim/reimburse his/her medical expenses
key managerial personnel or any of their relatives, are, in any as per the terms and conditions of such Policy.
way, concerned or interested, financially or otherwise, in the
Fuel and Entertainment Expenses: The Managing Director
resolution set out at Item No. 4 of the Notice.
is entitled to claim the fuel expenses as incurred by him/
The Board recommends the Resolution at Item No. 4 for approval her in accordance with the Company Policy. He/she is also
of the shareholders by way of Special Resolution. entitled to claim the actual entertainment expenses and club
membership (up to a maximum of 2) incurred for the business
Item No. 5: Re-appointment of Mr. Hemant Kamala of the Company.
Jalan as Managing Director
IV. Benefits, Reimbursements and Other Conditions
Your Company had appointed Mr. Hemant Kamala Jalan as the
Managing Director of the Company for a period of five years with Car Facility: The Managing Director is entitled to use
effect from 07th March 2018. The Members had subsequently the Company’s Car for his/her use as per the conditions
approved the said appointment and terms of his remuneration. mentioned in the Company’s Policy.
166
Reimbursement of Expenses: The Company shall pay or Item No. 6: Amendment in Indigo Paints- Employee
reimburse to the Managing Director, and he/she shall be Stock Option Scheme, 2019 (“ESOS, 2019”)
entitled to be paid and/or to be reimbursed by the Company
all costs, charges and expenses that have been incurred by The Indigo Paints- Employee Stock Option Scheme, 2019
him/her for the purpose of or on behalf of the Company. (“ESOS, 2019”) was implemented by the Company with a
view to attract, retain and motivate employees of the Company
Leave: The Managing Director is entitled for Earned and which was duly approved by the Members at their Extra-ordinary
Casual Leaves in accordance with the rules and regulations General Meeting held on March 28, 2019 and subsequently
as laid down by the Company from time to time. ratified at the Annual General Meeting held on September 02,
2021.
Sitting Fees: The Managing Director will not be paid any
sitting fees for attending the meetings of the Board and Based on the recommendations of the Nomination and
Committees thereof. Remuneration Committee and the Board of Directors at their
meeting held on May 19, 2022 and May 20, 2022 respectively
In accordance with the provisions of Sections 196, 197 & approved and recommended the proposed amendments
other applicable provisions of the Act, read with Schedule V / variations in the ESOS, 2019. As the ESOS, 2019 was
to the said Act, the proposed appointment and the terms of implemented couple of years ago, terms of the ESOS, 2019 are
remuneration payable to Mr. Hemant Kamala Jalan require sought to be varied/amended, for the benefit of employees and
consent of the members for passing an ordinary resolution as with a view to ensure efficient implementation and administration.
set out at Item No. 5 of the Notice. The proposed changes would also be applicable to options
already granted under ESOS, 2019.
The draft agreement to be entered into with the Managing
Director is available for inspection by the Members up to the In terms of Section 62 of the Companies Act, 2013 and
date of AGM. Members who wish to inspect the same can provisions of Companies (Share Capital and Debenture) Rules,
follow the steps as per point number 9 in the notes of the 2014 and given the details of amendments, rationale thereof
Notice to AGM. and beneficiaries of such variation as per Regulation 7(4) of the
Securities and Exchange Board of India (Share Based Employee
The Board recommends the Resolution at Item No. 5 for
Benefits and Sweat Equity) Regulations, 2021, the approval
approval of the shareholders by way of Ordinary Resolution.
of the Members is sought by way of Special Resolution for the
Mr. Hemant Kamala Jalan, Mr. Parag Jalan, Mr. approval of the variation to terms of the ESOS, 2019.
Kamalaprasad Jalan and Mrs. Anita Jalan and their relatives
The draft of the revised ESOS, 2019 with the proposed
are concerned/interested in the resolution set out at Item No.
amendments is available for inspection by the Members up to
5 of the Notice. Other than this none of the directors, key
the date of AGM. Members who wish to inspect the same can
managerial personnel or any of their relatives, are, in any
follow the steps as per point number 9 in the notes of the Notice
way, concerned or interested, financially or otherwise, in the
to AGM.
Key Variations in the ESOP Scheme:

Details of the key variations proposed to the ESOS, 2019 are provided below:
Sr. Clause
Existing Provisions Revised Provisions
No. No.
1 xiii. Exercise Period shall mean a period of 36 Months after Exercise Period shall mean a period of 48 Months
Vesting within which the Employees are entitled to Exercise after Vesting within which the Employees are
their rights to apply for Shares against the Vested entitled to Exercise their rights to apply for Shares
Options in pursuance of the ESOS 2019 after which the against the Vested
Option would lapse. Options in pursuance of the ESOS 2019 after
which the Option would lapse.
2 xxv. Promoter shall mean Hemant Kamala Jalan, Anita Hemant Promoter shall mean Hemant Kamala Jalan, Anita
Jalan, Parag Hemant Jalan, Halogen Chemicals Private Hemant Jalan, Parag Hemant Jalan, Halogen
Limited, Kamalaprasad Tejpal Jalan and Taradevi Jalan. Chemicals Private Limited and Kamalaprasad
Tejpal Jalan.
167
Sr. Clause
Existing Provisions Revised Provisions
No. No.
3 xxx. SEBI SBEB Regulations shall mean the Securities and SEBI SBEB Regulations shall mean the Securities
Exchange Board of India (Share Based Employee Benefits) and Exchange Board of India (Share Based
Regulations, 2014, as amended. Employee Benefits and Sweat Equity) Regulations,
2021 as amended.
4 6 Options granted under ESOS 2019 shall vest after a period Vesting schedule as below:
of 48 Months from the date of grant of such options. - At the End of 1st Year from the date of Grant- 10%
of the option Granted
- At the End of 2nd Year from the date of Grant-
20% of the option Granted
- At the End of 3rd Year from the date of Grant- 30%
- At the End of 4th Year from the date of Grant- 40%
In case the options are vested in fraction/s, such
fraction/s amount shall be exercised at the end of
the fourth year of vesting
Rationale for the variation of the ESOS, 2019: Further, the Company shall comply with the applicable accounting
standards.
(a) All the above variations/amendments sought are for the
benefit of employees and also in compliance with the Directors, Key Managerial Personnel or employees and their
Securities and Exchange Board of India (Share Based relatives who are/may be granted stock options under ESOS,
Employee Benefits and Sweat Equity) Regulations, 2021. 2019 are concerned/interested in the resolution set out at Item
No. 6 of the Notice to the extent of stock options granted / to
(b) The proposed amendments also contain certain editorial be granted pursuant to the ESOS, 2019 and to the extent of their
changes. shareholding in the Company, if any. Other than this none of the
directors, key managerial personnel or any of their relatives, are, in
(c) The proposed amendments are not detrimental to the interests
any way, concerned or interested, financially or otherwise, in the
of the current grantees of the Company.
Details of the employees who are beneficiaries of such
The Board recommends the Special Resolution set out at Item No.
variation:
6 of the Notice for approval by the Members.
All employees to whom the Options have been granted under
the ESOS, 2019.
168
ANNEXURE A
Details of Director seeking appointment/ re-appointment in the forthcoming Annual General Meeting
(In pursuance of Secretarial Standards on General Meetings [SS-2] and Regulation 36 of the Securities
and Exchange Board of India [Listing Obligation and Disclosure Requirements] Regulations, 2015)
Name of the Director Mr. Hemant Jalan

Director Identification Number 00080942
Category Managing Director, Chairperson
Date of Birth 23/08/1957
Age 65 years
Nationality Indian
Date of First Appointment on the Board March, 2000
Relationship with Directors and KMPs Spouse of Mr. Anita Hemant Jalan, Executive Director
Qualifications M.B.A. from University of Chicago
M.Sc from Stanford University
Expertise in specific functional area. More than 20 years of Experience in the Paint Industry
Finance and Accounts
General Management and Leadership
Sales and Marketing
Corporate Governance
Business Development
Details of Board Meetings attended by the director during 4
the year
Terms and Conditions of Appointment or re-appointment The terms and conditions of reappointment would be same as per the
along with remuneration previous employment/ Managing Director agreement. The remuneration
payable would be H 2,40,00,000/- Per Annum (as decided by
Nomination and Remuneration Committee and Board) for FY 2022-23
Remuneration last drawn H 1,44,00,000/- Per Annum for FY 2021-22
Membership of Committees of Indigo Paints Limited Chairperson-
Corporate Social Responsibility Committee.
Member-
Audit Committee
Stakeholder Relationship Committee
Risk Management Committee
List of Directorships held in other Companies (excluding NIL
foreign, private and Section 8 Companies)
Membership/ Chairmanship of Committees across other NIL
Public Companies
169
Notes
Notes
Notes
Street 5, Pallod Farms II, Baner,
Pune – 411 045, Maharashtra
www.indigopaints.com

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Indigo Paints Limited

Annual Report 2021-22

Setting industry trends

We manufacture a wide range of paints for the

The ability to innovate with ‘first- of-its

Growing with versatility, agility and

Engaging more with the painter

2021, our growth story Stepping up brand promotion

The result was as

Chairman & Managing Director’s Message

Aiming for Notwithstanding steep rise in input

We are seeing a gradual improvement in the demand scenario

Product Portfolio & Operational Highlights Operational highlights

Foraying into new Cement Paints + Putty (%)

Enamels + Wood Coatings (%)

Primers + Distempers + Others (%)

Delivering value through a

Reinforcing brand salience

We have a large sales force and we Brand Mascot

Launched a new campaign business growth and enhances our

“Jaisa Performance brand visibility.

Waisi Price” to emphasis the

2,27,000 Per month

Product Development and Innovation

Churning out new ideas Differentiated Products

to surprise and delight

sustained performance year-on-year.

Our Distribution Network

Delivering with a nimble- installing tinting machines across our

footed supply chain installation of tinting machine, we are

Our manufacturing is supported by a strong

influencer (painter) community in these

The Company had opened three more

products in last two decades. We also supply chain network.

focused on building strong relation with

knowledge’ bank of the dealers, defining Ustaad Contest

Growing our talent pool

Building an empowered team Training and skill

To make our employee skills more

talent pool, who are empowered to take decisions

and generate better business outcomes. build excellence.

Our success over the years is a result of Employee engagement

Occupational, health and

Our Manufacturing Capacities Improving manufacturing

Indigo Paints is setting up a new

Enhancing scale to address

We have been constantly investing in our manufacturing

Our Social Responsibility

Giving back to the community

Board of Directors On the Board since October 2018.

On the Board since June 2020.

Board of Directors (Contd.)

Professional Experience Professional Experience

Professional Experience Professional Experience

Engaging with our stakeholders serves

Stakeholder group Mode of Engagement Key concerns and feedback

Employees • Performance review • Employee Incentives

Sustainabilitiy Initiatives (Contd.)

We are committed to welfare and empowerment