Directors Report of Shalimar Paints Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 123^rd Annual Report on the business and operations of your Company along with the
Audited Standalone and Consolidated Financial Statements and the Auditors’ Report thereon for the financial year ended March 31,
2025.

financial results

The highlights of your Company’s performance (standalone and consolidated) is summarized below:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	599.06	534.91	599.06	534.91
Other Income	9.86	8.17	9.84	8.12
Total Income	608.92	543.08	608.90	543.03
Total Expenses	689.03	616.83	689.06	616.88
Profit/(Loss) before Depreciation, Finance Costs, Exceptional Items and Tax	(46.81)	(45.97)	(46.84)	(46.05)
Profit/(Loss) before Exceptional Items and Tax	(80.11)	(73.75)	(80.16)	(73.85)
Exceptional Items	0	-	0	-
Profit/(Loss) before Tax	(80.11)	(73.75)	(80.16)	(73.85)
Profit/(Loss) after Tax	(80.11)	(73.75)	(80.16)	(73.85)
Other Comprehensive Income/(Loss)	1.64	0.06	1.64	0.06
Total Comprehensive Income/(Loss)	(78.47)	(73.69)	(78.52)	(73.79)

results of our operations and state of affairs for financial year 2024-25

During the financial year 2024-25, your Company’s revenue from operations stood at Rs. 599.06 crore as against Rs. 534.91 crore in
the previous year, recording a growth of about 12 % over last year. On standalone basis, the Company has registered negative EBITDA
of Rs. 46.81 crore during the financial year 2024-25 as compared to negative EBITDA of Rs. 45.97 crore during previous financial year.
During the year under review, your Company has suffered a loss of Rs. 80.11 crore as against loss of Rs. 73.75 crore in the previous
year, on standalone basis.

Decorative Paints Segment - The Decorative Paints segment, which caters primarily to the architectural needs of the industry covering
residential, commercial, and institutional construction—continues to dominate the Indian paints market, accounting for approximately
70% of the total industry. This segment spans both repainting and renovation projects.

Your Company manufactures and markets a comprehensive range of decorative paints for interior and exterior applications across
varied substrates such as concrete, plaster, and metal. During FY 2024-25, we extended the Hero and Zero Damp brands by introducing
newer variants that deliver multiple features at differentiated price points. Additionally, we launched tailor-made solutions for rural
markets under the Mela brand, offering undercoat and topcoat options in both water-based and solvent-based categories. A significant
innovation was the launch of Smart Bharat - Interior Exterior Paint, a first-of-its-kind product offering a two-year performance warranty.
New products collectively contributed nearly 12% of the total annual turnover of the decorative business.

In the year under review, our Decorative segment concentrated on strengthening business fundamentals. We introduced a dedicated
distributor model to enhance coverage in rural and remote regions. Furthermore, over 250 tinting machines were installed, generating
a notable increase in incremental sales. To deepen market engagement, we partnered with key influencers and consistently onboarded
over 10,000 active painters each month.

Our emulsion product mix rose to 35% of total Decorative sales—an encouraging indicator of the growing acceptance and preference
for our brand in the marketplace.

Industrial Paints Segment - The second half of FY 24-25 witnessed a slowdown in some sectors of the manufacturing with consumption
of paints fluctuating. This got compounded by worsening credit cycles and delays in dispatch clearances at end customer.

Inspite of the above challenges, the Industrial paints business grew by double digits in revenue and volumes consistently delivering
double digit growths over last 3 years.

A shift from being a mere supplier of paints to an integrated model encompassing supply, application services and technical support
has helped the organization bag quite a few prestigious accounts thus strengthening Shalimar Paints Industrial paints position. This
novel approach has also resulted in shoring up drop in margins witnessed across other segments.

With a strong order book in the Pipelines coating segment, your company witnessed formidable double digit growth beating competition
across various sub segments in the Pipeline business with supplies of NSF and WRAS approved Food Grade Solvent Free epoxy
coatings to various domestic and prestigious international projects. Shalimar paints also entered into the Solvent Free Polyurethane
market with relatively small beginnings.

This year saw the sales of Gas Flow Epoxy product certified against API 5L2 / ISO 15471 for coating of Oil and Gas Pipelines.

The industrial division further strengthened its presence in the Minerals, Metals and Mining sector by offering innovative products and
picking up contracts across various units in Jindal Steel & Power Limited, Jindal Steel Limited, Lloyds Metals & Energy, Shyam Metalics
Group, MSPL (Baldota Group), NMDC, Rungta Mines and Minerals.

Shalimar Paints Limited also entered into the Truck body segment and Agriculture & Construction equipment segment with innovative
products.

With a growing focus on life cycle asset maintenance and long term product performance, Shalimar Paints Limited now offers a
comprehensive and holistic module including Application services and Technical support with NACE certified coating inspectors; thus
ensuring a strong bond with the customer and a move from a mere supplier to a partner.

nature of business

We are engaged in the business of manufacturing and selling of paints and coatings. There are 3 operating plants, one each in north,
south and west. The manufactured products are sold directly to consumers as well as through distribution channels.

During the year under review, there has been no change in the nature of Company’s business.

certifications

Your Company’s Plants at Nashik, Sikandrabad and Chennai are certified for integrated management systems comprising of Quality
Management System (ISO 9001:2015), Environment Management System (ISO 14001:2015) and Occupational Health & Safety
Management System (ISO 45001:2018).

Your Company’s R&D Laboratory is NABL (National Accreditation Board for Testing and Calibration Laboratories) accredited as per
laboratory management system ISO/IEC 17025:2017.

credit ratings

The credit rating(s) for the long term / short term bank facilities of the Company as on date of this report is as under:

The Company has been accorded credit rating of ‘CARE BB ; Negative’ for long term bank facilities and ‘CARE A4 ’ for short term
bank facilities by CARE Ratings Limited.

dividend and transfer to reserves

In view of losses during the year under review, the Board of Directors of the company has not recommended any dividend on the Equity
Shares of the Company for the financial year ended March 31, 2025. Accordingly, there has been no transfer to general reserves.

As per the requirements of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), the Company has adopted a Dividend Distribution Policy which may be accessed on the Company’s website at
the link: https://www.shalimarpaints.com/investors-relations/codes-and-policies

share capital

a. Authorized Capital

As on March 31, 2025 the authorized share capital of the company is Rs. 20,00,00,000 (Rupees Twenty Crore Only) divided into
10,00,00,000 (Ten Crore) Equity Shares of Rs. 2/- (Rupees Two Only).

b. Issued, subscribed and Paid-up Capital

As on March 31,2025, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 16,74,22,356 (Indian
Rupees Sixteen Crores Seventy Four Lakhs Twenty Two Thousand Three Hundred Fifty Six only), divided into 8,37,11,178 (Eight
Crores Thirty Seven Lakhs Eleven Thousand One Hundred Seventy Eight) equity shares of face value Rs. 2/- each.

During the year under review, there is no change in the paid up capital of the Company.

c. Issue of equity shares with differential rights

During the year under review, the Company has not issued any equity shares with differential rights under Rule 4 of the Companies
(Share Capital and Debentures) Rules, 2014.

d. Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares under Rule 8 of the Companies (Share Capital
and Debentures) Rules, 2014.

e. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of
employees during the year under review.

significant events during the year under review / current year

The Company has from time to time during the year under review and current year informed its stakeholders about the key developments
that took place by disseminating necessary information to the stock exchanges and through various other means of communication,
inter-alia, including as under:

employees stock option scheme

The Employee Stock Option Scheme of the Company aims to give benefit to eligible employees with a view to attract and retain the best
talent, encourage employees to align individual performance with company objectives, and promote their increased participation and
involvement in the growth of the Company.

The Board of Directors of the Company, inter alia administers and monitors the Employee Stock Option Schemes of the Company.
During the year under review, no shares have been allotted by the Company pursuant to Employee Stock Option Scheme, 2022 i.e.
‘ESOP 2022’ of the Company.

The disclosures as required under Regulation 14 of SBEB Regulations, is available on website of the Company at www.shalimarpaints.com

The certificate from the Secretarial Auditors of the Company, that the ESOP 2022 has been implemented in accordance with the SBEB
Regulations and the resolutions passed by the members of the company, shall be uploaded on the website of the Company i.e.
www.shalimarpaints.com and shall be available for inspection by members in electronic mode during the Annual General Meeting of
the Company.

transfer to investor education and protection fund

During the year under review, the provision of section 125(2) of the Act does not apply as the company was not required to transfer any
amount to the Investor Education and Protection Fund (IEPF) established by the Central Government of India. The Company has
designated the Company Secretary as ‘Nodal Officer’ for the purposes of IEPF related matters.

significant and material orders impacting the going concern status and company’s operations in future

During the year under review, no significant and material orders were passed by any regulator or court or tribunal which may impact the
going concern status and your Company’s operations in future.

Further, during the year under review, there was no instance of one time settlement with any bank or financial institution.

subsidiaries, joint venture and associate companies

During the year under review, your Company has no associate companies within the meaning of Section 2(6) of the Companies Act,
2013 (“the Act”) and has not entered into any joint venture. However, your Company has following two Subsidiaries:

Name of the Subsidiaries & CIN	Date of Incorporation	Registered Office Address	Principal Business
Shalimar Adhunik Nirman Limited [U24220DL2007PLC168944]	04/10/2007	9A, Cannaught Place Above ICICI Bank, New Delhi 110001	To deal in Land and Properties
Eastern Speciality Paints & Coatings Private Limited [U24240HR2009PTC066208]	24/02/2009	Stainless Centre, 4th Floor, Plot No. 50, Sector 32, Gurgaon, Haryana 122001	To trade or conduct business in Paints

There has been no material change in business of subsidiary companies during the financial year 2024-25. The Company has formulated
a Policy for determining material subsidiaries which may be accessed on the Company’s website at the link: https://
www.shalimarpaints.com/investors-relations/codes-and-policies

Further, as on March 31,2025, the Company does not have any material subsidiary as per the provisions of Regulation 16 of the SEBI
Listing Regulations.

financial details of subsidiaries

Pursuant to Section 129(3) of the Act read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the
salient features of the financial statement of your Company’s Subsidiaries in the prescribed Form AOC-1 is annexed as Annexure - I,
forms part of the Annual Report and hence not repeated here for the sake of brevity. This statement also provides details of performance
and financial position of each of the Subsidiaries.

The separate Audited Financial Statements of the Subsidiaries shall be kept open for inspection at the Company’s Corporate Office
during working hours for a period of 21 days before the date of the ensuing AGM of the Company and are also available on the website
of the Company at https://www.shalimarpaints.com/investors-relations/financial-statements-of-subsidiary companies. The same will
also be made available upon request of any member of the Company who is interested in obtaining the same.

consolidated financial statements

The Consolidated Financial Statements of the Company and its Subsidiaries, prepared in terms of Section 129 of the Act, Regulation

33 of SEBI Listing Regulations and in accordance with IND AS 110 as specified in the Companies (Indian Accounting Standards)

Rules, 2015 and provisions of Schedule III to the Act, are attached herewith and the same together with Auditors’ Report thereon, forms

part of the Annual Report.

Indian accounting standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards notified under Section 133 of the

Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

directors and key managerial personnel

a. Cessation of Directors: During the year under review, Mr. Ashok Kumar Gupta (DIN: 01722395) ceased to be the Managing
Director of the Company w.e.f. July 02, 2024, Mr. Abhyuday Jindal (DIN: 07290474) ceased to be the Non-Executive Non-Independent
Director of the Company w.e.f. July 15, 2024, and Mr. Sanjiv Garg ceased to be the Non-Executive Independent Director of the
Company w.e.f. August 09, 2024 pursuant to their resignation from the Board of Directors of the Company.

Mr. Sanjiv Garg has confirmed that that there are no other material reasons for his resignation other than those provided in his
resignation letter.

Your Directors place their sincere appreciation towards the invaluable contributions, guidance and support received from them
during their tenure as Director towards the progress of the Company.

b. Appointment of Non-Executive Non-Independent Directors: During the year under review, the Board of Directors, based on the
recommendation of NRC, appointed Mr. Aaditya Gajendra Sharda (DIN: 07024283), as an additional director (in the category of
Non-Executive Non-Independent Director) w.e.f. April 11, 2024, subject to the approval of the shareholders of the Company and
the same was subsequently approved by the shareholders through Postal Ballot passed on July 04, 2024.

c. Re-appointment of Dr. Rajeev Uberoi (DIN: 01731829) as an Independent Director of the Company for a second term of
three (3) consecutive years : During the year under review, the Board of Directors, based on the recommendation of NRC, re¬
appointed Dr. Rajeev Uberoi (DIN: 01731829) as an Independent Director for a second term of three (3) consecutive years w.e.f.
May 11, 2024 till May 10, 2027, subject to the approval of the shareholders of the Company and the same was subsequently
approved by the shareholders through Postal Ballot passed on July 04, 2024.

d. Appointment of Whole-time Director: During the year under review, the Board of Directors, based on the recommendation of
NRC, appointed Mr. Venugopal Chetlur (DIN: 08686707), as an additional director as well as Whole-time Director (designated as
‘Chief Operating Officer & Whole-time Director’) of the Company under the category of Key Managerial Personnel of the Company
w.e.f. July 23, 2024, to hold office for a term of three (3) consecutive years, liable to retire by rotation, subject to the approval of the
shareholders of the Company and the same was subsequently approved by the shareholders in the Annual General Meeting of the
Company held on September 27, 2024.

e. Appointment of Non Executive Independent Director: During the year under review, the Board of Directors, on the recommendation
of NRC, appointed Mr. Vijay Kumar Sharma, as an Additional Director (in the category of Non-Executive Independent Director) for
a period of three (3) consecutive years w.e.f. July 23, 2024 and the aforesaid appointment have been approved by the Shareholders
of the Company at the Annual General Meeting held on September 27, 2024.

f. Appointment of Managing Director & Chief Executive Officer (MD&CEO): During the current year, the Board of Directors,
based on the recommendation of NRC, appointed Mr. Kuldip Raina (DIN: 10956069), as an additional director as well as Managing
Director & Chief Executive Officer (MD&CEO) of the Company under the category of Key Managerial Personnel of the Company
w.e.f. April 10, 2025, to hold office for a term of three (3) consecutive years, liable to retire by rotation, subject to the approval of the
shareholders of the Company and the same was subsequently approved by the shareholders through Postal Ballot passed on May
16, 2025.

g. Director retiring by rotation: In accordance with the provisions of Section 152 of the Act and the Articles of Association of the
Company, Mr. Souvik Pulakesh Sengupta (DIN: 07248395), Non-Executive Non-Independent Director of the Company is liable to
retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as director. The resolution seeking
members’ approval for his re-appointment forms part of the Notice of 123^rd Annual General Meeting.

h. Profile of Directors seeking appointment /re-appointment: The brief resume of the Directors seeking appointment / re-appointment
along with other details as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards issued by
The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company.

i. Declaration by Independent Directors: Your Company has received declarations from all the Independent Directors of the
Company confirming that:

(a) they meet the criteria of independence provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations;

(b) there has been no change in the circumstances which may affect their status as independent director during the year under
review;

(c) they have complied with the Company’s Code of Conduct for Board Members and Senior Management and code of conduct
for independent directors as prescribed in schedule IV to the Act;

(d) they are not debarred to act as a Director by virtue of any SEBI order or any other authority; and

(e) they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability
to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations with an objective independent judgement
and without any external influence and that they are independent of the Management.

j. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of
the Independent Directors appointed during the year: In the opinion of the Board, the Independent Directors possess the
attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014 (as amended) and are independent of management.

k. Registration in Independent Directors’ Data Bank: The Company has received confirmation from all the Independent Directors
that they have registered themselves in the Independent Director’s Data Bank of Indian Institute of Corporate Affairs at Manesar in
compliance with the provisions of sub-rule (1) of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

l. Cessation and appointment of Key Managerial Personnel: During the year under review, Ms. Shikha Rastogi, Company Secretary
& Compliance Officer resigned from the services of the Company w.e.f. close of business hours of December 02, 2024. The Board
of Directors on the recommendation of NRC appointed Ms. Snehal Saboo (Membership No. ACS49811) as the Company Secretary
& Compliance Officer of the Company w.e.f. February 10, 2025.

Your Directors recommend appointment / re-appointment of the above said directors in the ensuing AGM.

Apart from the above, there is no other change in the directors and Key Managerial Personnel during the year under review and
thereafter.

performance evaluation of board, committees and individual directors

One of the key responsibilities and role endowed on the Board is to monitor and evaluate the performance of the Board, Committees
and Directors.

In compliance with the applicable provisions of the Act and SEBI Listing Regulations, the Board of Directors on recommendation of the
NRC had approved and adopted the Evaluation Policy setting out the process, format, attributes and criteria for the performance
evaluation of the Board, Board Committees and Individual Directors.

An annual performance evaluation of all Directors, the Committees of the Board and the Board as a whole was carried out during the
year under review. The evaluation tested key areas of the Board’s work including strategy, business performance, risk and governance
processes. The evaluation considers the balance of skills, experience, independence and knowledge of the management and the
Board, its overall diversity, and analysis of the Board and its Directors’ functioning.

The performance of entire Board is evaluated by all the Directors based on Board composition and quality, Board meetings and
procedures, Board development, Board strategy and risk management, etc.

The performance of the Managing Director and Executive Directors is evaluated by all the Board Members based on factors such as
leadership, strategy formulation, strategy execution, external relations, etc.

The performance of Non-Executive Director and Independent Directors is evaluated by other Board Members based on criteria like
managing relationship, Knowledge and skill, personal attributes, etc.

It also involves self-assessment by all the Directors and evaluation of Committees of Board based on Knowledge, diligence and
participation, leadership team and management relations, committee meetings and procedures respectively.

For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback
was obtained and recorded. The Board of Directors has expressed its satisfaction with the evaluation process.

public deposits

During the year under review, your Company has not invited or accepted any deposits from the public / members pursuant to the
provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of
principal or interest was outstanding in respect of deposits from the Public as at the beginning and end of the financial year 2024-25.

energy conservation, technology absorption and foreign exchange earnings & outgo

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (“Accounts Rules”) are given in Annexure - II hereto
and forms part of this Report.

auditors and audit reports

i) Statutory Auditors and Audit Report:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Walker Chandiok & Co. LLP, Chartered
Accountants (Regn. No. 001076N/N500013), were appointed by the members at the 120^th AGM of the Company held on September

29, 2022, as Statutory Auditors of the Company, for a period of five (5) consecutive years till the conclusion of the 125^th AGM of the
Company.

M/s. Walker Chandiok & Co. LLP has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors’ Report does not contain any qualification, reservation or adverse remark on the financial statements for the year
ended March 31,2025. The management response to the observations / comments contained in the Auditors’ Report and Annexure
thereto has been suitably given in the respective Notes to the Financial Statements referred to therein.

Further, the Key Audit Matter as contained in the Auditors’ Report on the Standalone Financial Statements is also mentioned as
Key Audit Matter in the Auditors’ Report on the Consolidated Financial Statements in similar manner. The management response
thereto has been suitably given in the respective Notes to the Financial Statements referred to therein.

The Notes to financial statements and other observations, if any, in the Auditors’ Report are self-explanatory and therefore, do not
call for any further comments.

ii) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors on the recommendations of the Audit Committee had approved the
appointment of M/s. MAKS & CO., Company Secretaries [FRN P2018UP067700 and Peer Review Certificate No.:2064/2022] as
the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the FY 2025-26 till FY 2029-30, subject to the
approval of the Members at ensuing AGM. They have given their consent to act as Secretarial Auditors of the Company and have
confirmed their eligibility for the appointment. The Secretarial Auditors have confirmed that they have subjected themselves to the
peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board
of the ICSI.

Brief profile and other details of M/s. MAKS & Co., Practicing Company Secretaries, are disclosed in the AGM Notice approved by
the Board.

The Secretarial Audit Report issued by Secretarial Auditors of the Company i.e M/s. MAKS & Co., Practicing Company Secretaries
for the Financial Year 2024- 25, is annexed herewith as Annexure - III forming part of this Board Report. The Secretarial Audit
Report does not contain any qualification, reservation or disclaimer or adverse remark.

In addition to the above and in accordance with Regulation 24A(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, all listed entities are required to obtain an Annual Secretarial Compliance Report from a Practicing Company
Secretary (PCS), confirming compliance with applicable SEBI Regulations, circulars, and guidelines. This report must be submitted
to the Stock Exchanges within 60 days from the end of the financial year.

Accordingly, a report on secretarial compliance issued by M/s. MAKS & Co., Practicing Company Secretaries [FRN P2018UP067700],
for the financial year ended March 31,2025 has been submitted to stock exchanges. The same is available on the website of the
Company at https://www.shalimarpaints.com/investors-relations/compliance-reports

iii) Cost Auditors and Audit Report:

Pursuant to Section 148(1) of the Act, for the financial year 2024-25, the Company is required to maintain cost records as specified
by the Central Government. In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records
and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. The Board of
Directors, upon the recommendation of the Audit Committee, had appointed M/s. Sanjay Gupta & Associates, Cost Accountants,
for this purpose for the financial year 2024-25. The Cost Auditor will submit their report for FY 2024-25 within the timeframe
prescribed under the Act. The Cost Audit report for FY 2023-24 did not contain any qualification, reservation or adverse remark.

Further, upon receipt of certificate confirming their eligibility and willingness for appointment as the Cost Auditor of the Company
for FY 2025-26 and based on the recommendation of the Audit Committee, M/s. Sanjay Gupta & Associates., have been appointed
as the Cost Auditor of the Company for FY 2025-26 at a remuneration of Rs. 200,000/- (Rupees Two Lakhs only) plus applicable
taxes and out-of-pocket expenses. The said remuneration has also been proposed for ratification by the members of the Company
at the ensuing AGM.

iv) Internal Auditors:

The Company had appointed M/s. Deloitte Touche Tohmatsu India LLP as Internal Auditors of the Company for Financial Year
2024-25. Internal Auditors of the Company directly report to the Audit Committee on functional matters.

v) Report on Frauds U/s 143 (12) of the Companies Act, 2013:

During the year under review, the Statutory Auditors, Cost Auditors and the Secretarial Auditors have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.
Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

risk management

Risk management is integral to your Company’s strategy and for the achievement of our long-term goals. Our success as an organization
depends on our ability to identify and leverage the opportunities while managing the risks. Your Company has developed and implemented

comprehensive risk assessment and mitigation procedures as laid down in the Company’s Risk Management Policy duly approved by
the Board. The Risk Management Policy of the Company is available on the Company’s website at the link: https://
www.shalimarpaints.com/investors-relations/codes-and-policies

Pursuant to Regulation 21 of SEBI Listing Regulations, the Board of Directors had constituted a Risk Management Committee. The
purpose of Risk Management Committee is to assist the Board in fulfilling its responsibilities with regard to the identification, evaluation
and mitigation of operational, strategic and environmental risks. It involves identifying potential events that may affect the Company,
reviewing all risks, finalizing the risk document and formulating strategy to manage these events while ensuring that the risk exposure
remains at the defined appropriate levels. The details of the composition and terms of reference of the Risk Management Committee
are given in the Corporate Governance Report, forming integral part of Annual Report.

There are no risks identified by the Board which may threaten the existence of the Company. The detailed Risk Review is provided in
the Management Discussion and Analysis Report, forming integral part of Annual Report.

internal financial controls

Your Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company
has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to
the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial information. The internal financial controls operate effectively and no
material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and / or improved controls whenever the effect of such gaps have a material effect on the Company’s operations.

board meetings

The Board of Directors met six (6) times during the Financial Year 2024-25. The intervening gap between two Board Meetings was
within the maximum period prescribed under the Act. The details of Board Meetings and the attendance of the Directors are provided
in the Corporate Governance Report forming part of the Annual Report.

separate meeting of independent directors

In accordance with Section 149 (7) of the Act read with Para VII (1) of Schedule IV of the Act and Regulation 25 of Listing Regulations,
a separate Meeting of the Independent Directors of the Company was held on August 07, 2024, without the presence of Non- Independent
Directors and Members of the management.

The Independent Directors at the meeting, inter alia, reviewed the following: -

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is
necessary for the Board to effectively and reasonably perform their duties.

board committees

The Board Committees play a vital role in strengthening the Corporate Governance practices of the Company and focus effectively on
the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board
on various matters as and when required. All observations, recommendations and decisions of the Committees are placed before the
Board for information, noting or approval.

The Company has following Committees, in terms of the Act and the SEBI Listing Regulations: -

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The Composition, terms of reference and details of meetings of the aforementioned Committees during FY 2024-25 and the attendance
of each Director in the Committee Meetings are provided in Corporate Governance Report which forms integral part of this Report.

general meeting / postal ballot

During the Financial Year ended March 31, 2025, apart from AGM of the Company held on September 27, 2024, the Company had
sought approval of the shareholders through the Postal Ballot process, the details of which are given herein below:

Postal Ballot notice dated May 17, 2024, for seeking approval of the shareholders for:

(i) Appointment of Mr. Aaditya Gajendra Sharda (DIN: 07024283) as a Director of the Company; and

(ii) Re-appointment of Dr. Rajeev Uberoi (DIN: 01731829) as an Independent Director of the Company for a second term of three (3)
consecutive years.

The aforesaid matters were duly approved by the shareholders of the Company on July 04, 2024 and the result of postal ballot was
declared on July 05, 2024.

nomination and remuneration policy

Pursuant to the provisions of Section 178(3) of the Act, Regulation 19(4) read with Part D of Schedule II of SEBI Listing Regulations and
as per the recommendations of NRC, the Board has formulated a Nomination and Remuneration Policy. This policy outlines the criteria
for appointment and remuneration of Directors, Key Managerial Personnel (KMP), and other employees, including qualifications, positive
attributes, independence of Directors, and other matters as specified under Section 178(3) of the Act. The compensation and packages
of the aforesaid persons are designed in terms of remuneration policy framed by the NRC. The remuneration policy of your Company
may be accessed on the Company’s website at the link: https://www.shalimarpaints.com/investors-relations/codes-and-policies

code of conduct for directors and senior management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and has complied with all the
requirements mentioned in the aforesaid code.

familiarization programme

Pursuant to regulation 25 of the SEBI Listing Regulations, the Company provides orientation and business overview to its independent
Directors by way of detailed presentation. Such meetings/programs include briefings on the Company and its business, Executive
Team, business model, applicable amendments in the Compliance, the roles and responsibilities of Independent Directors.

The details of such Familiarization Program for Independent Directors are posted on the website of the Company and the web link of
the same is provided hereunder: https://www.shalimarpaints.com/investors-relations/codes-and-policies

succession planning

The Company has in place the orderly succession plan for the appointments at the Board and Senior Management level.

code of conduct to regulate, monitor and report trading by designated persons (code of conduct)

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons [Pursuant to Regulation
9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015]. This Code of Conduct is intended to
prevent misuse of Unpublished Price Sensitive Information (“UPSI”) by Designated Persons and their immediate relatives.

The said Code lays down guidelines, which advise Designated Persons and Insiders on the procedures to be followed and disclosures
to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. This Code includes a
Policy and Procedure for Inquiry in case of leakage of UPSI or suspected leakage of UPSI and is available for reference on the website
of the Company i.e. https://www.shalimarpaints.com/investors-relations/codes-and-policies

weblink of annual return

As required pursuant to Section 134 and 92(3) of the Act, the Annual Return of the Company for the financial year ended on March 31,
2025 is available on the Company’s website and can be viewed at: https://www.shalimarpaints.com/investors-relations/annual-return.

related party transactions

All contracts / arrangements / transactions entered by the Company with Related Parties during the year under review were in ordinary
course of Business and at arm’s length basis. As per the provisions of Section 177 of the Act and Rules made thereunder read with
Regulation 23 of the SEBI Listing Regulations, your Company had obtained approval of the Audit Committee under omnibus approval
route and / or under specific agenda items for entering into such transactions.

The Company has not entered into any material related party transactions during the year under review. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in the prescribed Form AOC-2 is not applicable.

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. As
per the provisions of the Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, your Company has formulated a policy
on Related Party Transactions which is available on Company’s website at the link https://www.shalimarpaints.com/investors-relations/
codes-and-policies. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and the Related Parties.

particulars of employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Managerial Personnel Rules”) are provided in the
prescribed format and annexed herewith as Annexure - IV to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & (3) of the
Managerial Personnel Rules, is provided in a separate annexure forming part of this Report. Having regard to the provisions of the
second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the Corporate Office of the Company during working hours till the date of

AGM and any member interested in obtaining such information may write to the Secretarial Department of the Company and the same
will be furnished on request.

particulars of loans, guarantees or investments

The Company has made investments or extended loans to its wholly owned subsidiaries for their business purposes. The particulars of
loans and guarantees given, security provided and investments made, if any, covered under the provisions of Section 186 of the Act
have been disclosed in the notes to the Financial Statements forming part of the Annual Report.

material changes and commitments, if any, affecting the financial position of the company

As required under Section 134(3) of the Act, the Board of Directors inform the members that during the year under review, there have
been no material changes, except as disclosed elsewhere in the Annual Report:

• in the nature of Company’s business;

• in the Company’s subsidiaries or in the nature of business carried out by them; and

• in the classes of business in which the Company has an interest.

Further, except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which can affect
the financial position of the Company between the end of the financial year and the date of this Report.

secretarial standards

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of India
relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively have been duly followed by the Company, during
the year under review.

directors’ responsibility statement

Pursuant to the requirement under Section 134(5) of the Act with respect to directors’ responsibility statement, it is hereby confirmed
that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the loss
of the Company for the year ended March 31, 2025;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

listing on stock exchanges

The Equity Shares of the Company continue to be listed on BSE Limited and National Stock Exchange of India Limited. The requisite
annual listing fees for the Financial Year 2025-26 have been paid to these Exchanges. The addresses of these Stock Exchanges and
other information for shareholders are given in the Corporate Governance Report as contained in the Annual Report.

report on corporate governance

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby
upholding the important dictum that an organization’s corporate governance philosophy is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to
serve their interests, resulting in the creation of value and wealth for all stakeholders.

The compliance report on corporate governance and a certificate received from M/s. MAKS & Co., Company Secretaries (FRN:
P2018UP067700), Secretarial Auditor of the Company, regarding compliance of the conditions of corporate governance, as stipulated
under Chapter IV of SEBI Listing Regulations forms part of the Annual Report.

management discussion and analysis report

Management Discussion and Analysis Report for the financial year 2024-25, as required pursuant to Regulation 34 read with Schedule
V of SEBI Listing Regulations, is presented in a separate section and forms an integral part of the Annual Report. It speaks about the
overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company’s
various businesses viz., decorative business, industrial and home improvement business, international operations, internal controls
and their adequacy, risk management systems and other material developments during the financial year 2024-25.

business responsibility and sustainability report

SEBI vide its notification dated May 05, 2021, had made it mandatory to publish a Business Responsibility and Sustainability Report
(“BRSR”) by the top 1000 listed companies based on market capitalization replacing Business Responsibility Report in their Annual
Report in terms of Regulation 34(2)(f) of the SEBI Listing Regulations with the Stock Exchanges w.e.f. FY 2022-23. The BRSR requires
disclosure on the Company’s performance against the nine principles of the National Guidelines on Responsible Business Conduct.

The BRSR for the financial year 2024-25, as required pursuant to Regulation 34 of SEBI Listing Regulations, describing the initiatives
taken by the Company from an environmental, social and governance perspective, can be viewed on the Company’s website at: https:/
/www.shalimarpaints.com/investors-relations/annual-reports and forms an integral part of the Annual Report.

corporate social responsibility

Shalimar has been an early adopter of Corporate Social Responsibility (“CSR”) initiatives. Your Company’s overarching aspiration to
create significant and sustainable societal value is manifest in its CSR initiatives. CSR is traditionally driven by a moral obligation and
philanthropic spirit. Through CSR there is a formation of a dynamic relationship between Company on one hand and the society and
environment on the other. However, as there were no profits in terms of the provisions of Section 198 of the Act during last three
financial years, the Company was not required under Section 135 of the Act, to incur expenditure on CSR during the financial year
2024-25.

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the focus areas of Company’s CSR
activities. The CSR Policy of the Company is available on the Company’s website at the link: https://www.shalimarpaints.com/investors-
relations/codes-and-policies

The details of the composition and terms of reference of the CSR Committee are given in the Corporate Governance Report, forming
part of the Annual Report. The Annual Report on CSR Activities (including the details of the development and implementation of the
CSR Policy) as prescribed under Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached as Annexure - V to this Report.

vigil mechanism / whistle blower policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014, Regulation 22 of SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, your Company has a Vigil Mechanism / Whistle Blower Policy for directors, employees and business
associates to report genuine concerns regarding any unethical behavior or wrongful conduct and to enable employees to report instances
of leak of unpublished price sensitive information. This Policy is available on the website of the Company and can be accessed at
https://www.shalimarpaints.com/investors-relations/codes-and-policies

The Policy provides for adequate safeguards against victimization of whistle blower who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that no director / employee has been denied access to the Chairman of the Audit Committee and that no
incidence under the above mechanism was reported during the year under review.

policy on prevention of sexual harassment at workplace

To foster a positive workplace environment free from harassment of any nature, your Company has in place a Policy on prevention of
sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”). The Policy aims at prevention of harassment of women employees and guarantees
non-retaliation to complainants. Your Company has complied with the provisions relating to constitution of Internal Committee under
the POSH Act for dealing with the complaint, if any, relating to sexual harassment of women at workplace.

Further, in terms of the provisions of the SEBI Listing Regulations, the details in relation to the POSH Act, for the financial year ended
on March 31, 2025 are as under:

a) Number of complaints pertaining to sexual harassment filed during the financial year: NIL

b) Number of complaints pertaining to sexual harassment disposed off during the financial year: NIL

c) Number of complaints pertaining to sexual harassment pending as at the end of the financial year: NIL

d) Number of complaints pending for more than ninety days - NIL

compliance with the maternity benefit act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules
framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid
maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination
is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.

gender-wise composition of employees

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its
workforce as on the March 31, 2025.

Male Employees: 612
Female Employees: 21
Transgender Employees: 0

any proceedings under the insolvency and bankruptcy code, 2016

During the year under review, no application has been admitted against the Company under Insolvency and Bankruptcy Code, 2016.

valuation for one time settlement or while taking the loan from the banks or financial institutions

There were no instances during the period under review where your Company required the valuation for one time settlement or while
taking the loan from the Banks or Financial institutions.

downstream investment

The Company does not have any downstream foreign investment.

green initiatives

Electronic copies of the Annual Report 2024-25 and the notice of the 123^rd AGM are being sent to all members whose email addresses
are registered with the Company / Depository Participant(s). The Members holding shares in physical form who have not registered
their email addresses with the Company and who wish to receive the Annual Report for the year 2024-25 can now register their e-mail
addresses with the Company. For this purpose, they can send scanned copy of signed request letter mentioning folio number, complete
address and the email address to be registered along with self-attested copy of the PAN Card and any document supporting the
registered address of the Member, by email to the Company at [e-mail]

acknowledgements

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from the shareholders,
investors, financial institutions, banks / other lenders, customers, vendors and other business associates during the year. Your Directors
also place on record their appreciation for the contribution made by our employees at all levels. Our continuous operation has been
made possible due to their hard work, solidarity, cooperation and support. Your Directors would also like to express their gratitude to
the Government of India and government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board of Directors of
Shalimar Paints Limited

Place: Mumbai Kuldip Raina Venugopal Chetlur

Date: August 11, 2025 MD & CEO COO & Whole-time Director

DIN:10956069 DIN: 08686707

---

Mar 31, 2024

Your Directors have pleasure in presenting the 122^nd Annual Report on the business and operations of your Company along with the Audited Standalone and Consolidated Financial Statements and the Auditors’ Report thereon for the financial year ended March 31, 2024.

Financial Results

The highlights of your Company’s performance (standalone and consolidated) is summarized below:

(Rs. in Crore)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	534.91	483.81	534.91	483.81
Other Income	8.17	7.21	8.12	7.21
Total Income	543.08	491.02	543.03	491.02
Total Expenses	616.83	527.12	616.88	527.17
Profit/(Loss) before Depreciation, Finance Costs, Exceptional Items and Tax	(45.97)	(7.51)	(46.05)	(7.54)
Profit/(Loss) before Exceptional Items and Tax	(73.75)	(36.10)	(73.85)	(36.15)
Exceptional Items	-	-	-	-
Profit/(Loss) before Tax	(73.75)	(36.10)	(73.85)	(36.15)
Profit/(Loss) after Tax	(73.75)	(36.10)	(73.85)	(36.15)
Other Comprehensive Income/(Loss)	0.06	0.45	0.06	0.45
Total Comprehensive Income/(Loss)	(73.69)	(35.65)	(73.79)	(35.70)

Results of our operations and state of affairs for financial year 2023-24

During the financial year 2023-24, your Company’s revenue from operations stood at Rs. 534.91 crore as against Rs. 483.81 crore in the previous year, recording a growth of about 10.6% over last year. On standalone basis, the Company has registered negative EBITDA of Rs. 45.97 crore during the financial year 2023-24 as compared to negative EBITDA of Rs. 7.51 crore during previous financial year. During the year under review, your Company has suffered a loss of Rs. 73.75 crore as against loss of Rs. 36.10 crore in the previous year, on standalone basis.

Decorative Paints Segment - Decorative Paints primarily caters to architectural needs of the industry catering to residential, commercial, and institutional constructions, combining both repainting and renovation projects. It accounts for about 70% of Paints Industry. Your Company manufactures and markets wide range of decorative paints for interior and exterior surfaces - concrete, plasters, metals etc. During the financial year 2023-24, your Company launched an innovative product Hero Interior emulsion with 5 years warranty which is a multi-featured product at a differentiated price point. To add to it, Shalimar Paints has expanded the wood-coating portfolio under the brand umbrella of CareWood by launching Melamine.

During the year under review, Shalimar Paints decorative segment focused on fundamentals of the business like increasing its channel base by 40%. We have also installed 220 tinting machines from where your Company has garnered decent amount of incremental sale. We reached out and partnered with influencers and have successfully enrolled 50K new painters. Our emulsion mix increased to 33% of the total decorative sales which is a promising indication of better acceptance of our brand in the market.

Industrial Paints Segment - From a pure play supplier of Industrial paints and coatings, your Company today has been instrumental in changing the landscape to offer a more meaningful and structured solution to the coating needs in the Industrial Space.

Apart from the steady growth over the last couple of years, the Industrial team now presents an even better understanding of corrosion issues plaguing the system. With a strong customer focus, Shalimar Paints’ Industrial Division has demonstrated consistent growth and expansion by growing more than 20% in FY 2023-24.

The growth in the Pipeline segment paved the path for this superlative performance showcasing the talent of the entire organization with a complete product line for coatings / linings for the Potable water industry catering to LSAW Pipes and Ductile Iron pipes.

The industrial team also increased its presence in the Minerals, Metals and Mining sector by picking up a lot of prestigious contracts like MSPL, Sarda Metals and Alloys Ltd., Shyam Metalics and Energy Ltd., NMDC, Rungta Mines and Minerals thus showcasing its dedication to quality, innovation and customer-centric approach. The division''s ability to adapt to changing industrial trends, technological advancements, and regulatory requirements has played a pivotal role in its success.

With the two back-to-back strong performances outpacing the industry norms, your Company in Industrial paints category moved up by a few notches to reach Number 4.

Our high-performance linings have been protecting millions of kilometres of potable water pipelines by providing Food Grade Coatings which are both NSF & WRAS certified for projects in India and abroad. Notably, we have been the single supplier for the prestigious NEOM Project in Saudi Arabia, Projects in Morocco and domestic projects across various State Public Health Engineering Departments.

Through hard work and innovation, we are set to launch our API 5L2 and ISO 15471 certified Gas Flow Epoxy. Among our innovative new and maintenance project products is EPIGARD NGF 83, which can be applied on wet and sweat pipelines and offers 8,000 hours of salt spray resistance. Additionally, products like Solvent-Free Epoxy and Polyurethane have helped our organization meet market demands.

Today, Shalimar Paints is embarking on a new chapter of excellence, redefining our role not just as providers of paints and coatings, but as partners in asset preservation. Your Company is now collaborating closely with asset owners to extend the lifespan of their assets by offering tailored product recommendations and specialized application training by our NACE-certified coating experts. Our commitment to sustainability drives us to work hand-in-hand with industry and academia, developing innovative and environmentally conscious solutions to address potential corrosion challenges.

Additionally, our dedicated NACE Certified technical service teams are stationed at customer locations to monitor and enhance productivity, providing feedback to support R&D, and assisting in designing products for easier application on customer lines. This unique service is highly appreciated by our clients and aids in customer relationship and customer retention.

The detailed information on the business operations of the Company and other relevant information is given in the Management Discussion and Analysis Report forming part of the Annual Report.

Nature of Business

We are engaged in the business of manufacturing and selling of paints and coatings. There are 3 operating plants, one each in north, south and west. The manufactured products are sold directly to consumers as well as through distribution channels.

During the year under review, there has been no change in the nature of Company’s business.

Certifications

Your Company’s Plants at Nashik, Sikandrabad and Chennai are certified for integrated management systems comprising of Quality Management System (ISO 9001:2015), Environment Management System (ISO 14001:2015) and Occupational Health & Safety Management System (ISO 45001:2018).

Your Company’s R&D Laboratory is NABL (National Accreditation Board for Testing and Calibration Laboratories) accredited as per laboratory management system ISO/IEC 17025:2017.

Credit Ratings

The credit rating(s) for the long term / short term bank facilities of the Company as on date of this report is as under:

The Company has been accorded credit rating of ‘CARE BBB- (RWD)’ for long term bank facilities and ‘CARE A3 (RWD)’ for short term bank facilities by CARE Ratings Limited. Further, the Company has been accorded credit rating of ‘ACUITE BB | Downgraded | Issuer not co-operating’ for long term bank facilities and ‘ACUITE A4 | Reaffirmed | Issuer not co-operating’ for short term bank facilities by Acuite Ratings and Research Limited (“Acuite”).

The Company is in the process of withdrawal of ratings from Acuite. While downgrading the credit ratings arbitrarily, Acuite has not worked with the Company’s management to understand its business perspective and plans to improve operational performance. Accordingly, the Company has refused to accept any report which has been made unilaterally by Acuite without any discussion, deliberation and concurrence of Company’s management.

Dividend and Transfer to Reserves

In view of losses during the year under review, the Board of Directors has not recommended any dividend on the Equity Shares of the Company. Accordingly, there has been no transfer to general reserves.

As per the requirements of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has adopted a Dividend Distribution Policy which may be accessed on the Company’s website at the link: https://www.shalimarpaints.com/uploads/Dividend Distribution Policy.pdf

Share Capital

During the year under review, the paid up equity share capital of your Company, has increased from Rs. 14.44 crore divided into 7,22,16,926 equity shares of face value Rs. 2/- each to Rs. 16.74 crore divided into 8,37,11,178 equity shares of face value of Rs. 2/-each on account of allotment of 1,14,94,252 equity shares of the Company (pursuant to conversion of Warrants) of face value of Rs. 2/ - each at an issue price of Rs. 130.50 per share aggregating to Rs. 149.99 crore.

Out of 1,14,94,252 equity shares, 30,65,134 equity shares were allotted to Virtuous Tradecorp Private Limited, a promoter group company; 26,81,992 equity shares were allotted to JSL Limited, a promoter group company; and 57,47,126 equity shares were allotted to Hella Infra Market Private Limited.

During the year under review, the Company has not issued any equity shares with differential rights / sweat equity shares under Rule 4 and Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

Significant Events during the year under review / current year

The Company has from time to time during the year under review and current year informed its stakeholders about the key developments that took place by disseminating necessary information to the stock exchanges and through various other means of communication, inter-alia, including as under:

• Redemption of Optionally Convertible Debentures (“OCDs”):

During the financial year 2021-22, the Company had raised funds by way of allotment of 30,55,556, 9% optionally convertible debentures (“OCDs”) having face value of Rs. 180/- each, for cash at a price of Rs. 180/- per OCD, aggregating to Rs. 55 crore to Hella Infra Market Private Limited (“HIMPL”). Upon receipt of redemption notice from HIMPL, the OCDs holder, the Company on August 22, 2023, made the full payment along with accrued interest thereon, towards redemption of the entire 30,55,556, 9% OCDs held by HIMPL.

• Issue of Equity Shares pursuant to conversion of Warrants:

During the financial year 2022-23, on April 13, 2022, the Company had allotted by way of preferential allotment on a private placement basis 1,14,94,252 Warrants, each carrying a right to subscribe to 1 fully paid up equity share of the Company having a face value of Rs. 2/- each at a price of Rs. 130.50 each, upon receipt of subscription money @ 25% of the issue price out of which 30,65,134 Warrants were allotted to Virtuous Tradecorp Private Limited, a promoter group company; 26,81,992 Warrants were allotted to JSL Limited, a promoter group company; and 57,47,126 Warrants were allotted to Hella Infra Market Private Limited (collectively “the Warrant Holders/Allottees”) with a right exercisable by the Warrant Holders to subscribe for One (1) Equity Share per warrant within 18 months.

As per the terms of issue of Warrants, consequent to exercising the option of conversion of respective Warrants into equity shares, in entirety by the Warrant Holders and upon receipt of balance 75% of the subscription money on said Warrants, the Company, on October 11, 2023, allotted 1,14,94,252 equity shares of face value of Rs. 2/- each at an issue price of Rs. 130.50 each to the Warrant Holders as per their entitlement on account of conversion.

The Company had utilised Rs. 134.48 crore till June 30, 2024 out of the funds so raised through issue of aforesaid equity shares pursuant to conversion of Warrants to strengthen Company’s balance sheet, have access to long term resources to meet its growth requirements and for general corporate purposes.

• Open Offer by Hella Infra Market Private Limited:

Hella Infra Market Private Limited (“HIMPL”) had issued a notice dated September 27, 2023 to the Company for exercising its right to subscribe to 57,47,126 Equity Shares in lieu of 57,47,126 Warrants of the Company held by it. Further, HIMPL proposed to place purchase order(s), in one or more tranches, with its stock broker on or after September 28, 2023 to purchase upto 1,00,00,000 Equity Shares of the Company (“SE Shares”). Pursuant to the aforementioned transactions, HIMPL would be acquiring a substantial stake (i.e. shares/ voting rights in excess of 25% of the expanded voting share capital) and also desired to exercise joint control over the Company alongwith the existing promoters of the Company.

Accordingly, in view of the aforementioned transactions, HIMPL made an open offer to acquire upto 2,17,64,907 fully paid up equity shares of the Company having face value of Rs. 2/- each (“Equity Shares”), representing 26% of the expanded voting share capital of the Company at a price of Rs. 200/- per Equity Share from the eligible shareholders of the Company in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

HIMPL acquired (i) an aggregate of 78,03,400 equity shares from open market in a series of acquisitions undertaken between October 03, 2023 to January 04, 2024 pursuant to SE Share Purchase; (ii) 57,47,126 equity shares on October 11,2023 pursuant to conversion of warrants into equity shares; and (iii) 1,26,46,650 equity shares on March 11, 2024 pursuant to the open offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Pursuant to the above acquisitions and completion of open offer:

a) HIMPL has become the largest shareholder and holding company of the Company holding 52.85% of the total paid up equity share capital of the Company;

b) HIMPL has also become one of the promoters of the Company w.e.f. March 11, 2024; and

c) the minimum public shareholding requirement as per Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 (“SCRR”) read with Rule 19A of the SCRR and Regulation 38 of the SEBI Listing Regulations fell below 25% of the total paid up equity share capital of the Company.

As per SCRR, a maximum period of 12 months is available to bring the public shareholding to 25% from the date of such fall in accordance with the manner specified by the SEBI and the same will be ensured.

Employees Stock Option Scheme

During the year under review, no shares have been offered by the Company pursuant to Employee Stock Option Scheme, 2013 i.e. “ESOP 2013” of the Company.

Further, with a view to motivate the employees seeking their contribution to the corporate growth, to create a sense of ownership and participation amongst them, to attract new talents, to retain them for ensuring sustained growth and to encourage them in aligning individual goals with that of the Company’s objectives, your Company had implemented an Employees Stock Option Scheme namely “Shalimar Paints Limited Employees Stock Option Scheme - 2022” (“SPL ESOP 2022”) for which approval of shareholders of the Company was received on September 29, 2022.

The Nomination and Remuneration Committee (“NRC”) of the Board of Directors of the Company, inter-alia, administers and monitors the Employees'' Stock Option Schemes of the Company in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations”).

Under SPL ESOP 2022, out of total 21,66,500 (Twenty One Lacs Sixty Six Thousand Five Hundred) Options available for grant to the eligible employees of the Company, during the year under review, the NRC of the Company had granted 19,66,566 (Nineteen Lacs Sixty Six Thousand Five Hundred Sixty Six) Stock Options to the eligible employees of the Company. All Options upon vesting shall be exercisable during the Exercise period of Four (4) years.

As on March 31, 2024, no options were vested under SPL ESOP 2022. Subsequent to the year under review, 2,61,864 options have been vested under SPL ESOP 2022. However, no allotment of shares was made under the SPL ESOP 2022 as on the date of the Report.

SPL ESOP 2022 is in compliance with the SEBI (SBEB & SE) Regulations and related resolution passed by the members of the Company on September 29, 2022. During the year under review, no changes have been made in the ESOP Schemes of the Company.

Certificate from the Secretarial Auditors of the Company confirming that Schemes have been implemented in accordance with the SEBI (SBEB & SE) Regulations and resolution passed by the members of the Company will be made available for inspection by the members at the Annual General Meeting (“AGM”) of the Company.

A report as required under the SEBI (SBEB & SE) Regulations and as per the provisions of section 62(1)(b) of the Companies Act, 2013 (“the Act”) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Regulations is annexed as Annexure - I to this Report.

Transfer to Investor Education and Protection Fund

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

Significant and material orders impacting the going concern status and Company’s operations in future

During the year under review, no significant and material orders were passed by any regulator or court or tribunal which may impact the going concern status and your Company’s operations in future.

Further, during the year under review, there was no instance of one time settlement with any bank or financial institution. Subsidiaries

As on March 31, 2024, your Company had two subsidiaries, viz. Shalimar Adhunik Nirman Limited (“SANL”) and Eastern Speciality Paints & Coatings Private Limited (“ESPCPL”). None of the Companies has become or ceased to be the Company’s subsidiaries, during the year under review. The Company does not have any associate and/or joint venture company.

The Company has formulated a Policy for determining material subsidiaries which may be accessed on the Company’s website at the link: https://www.shalimarpaints.com/uploads/SPL Material Subsidiaries.pdf. As on March 31,2024, the Company does not have any material subsidiary as per the provisions of Regulation 16 of the SEBI Listing Regulations.

Financial Details of Subsidiaries

A separate statement containing the salient features of financial statements of the Company’s Subsidiaries in the prescribed Form AOC-1, annexed as Annexure - II, forms part of the Annual Report and hence not repeated here for the sake of brevity. This statement also provides details of performance and financial position of each of the Subsidiaries.

The separate Audited Financial Statements of the Subsidiaries shall be kept open for inspection at the Company’s Corporate Office during working hours for a period of 21 days before the date of the ensuing AGM of the Company and are also available on the website of the Company at https://www.shalimarpaints.com/investors-relations/financial-statements-of-subsidiary-companies. The same will also be made available upon request of any member of the Company who is interested in obtaining the same.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its Subsidiaries, prepared in terms of Section 129 of the Act, Regulation 33 of SEBI Listing Regulations and in accordance with IND AS 110 as specified in the Companies (Indian Accounting Standards) Rules, 2015 and provisions of Schedule III to the Act, are attached herewith and the same together with Auditors’ Report thereon, forms part of the Annual Report.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards notified under Section 133 of the Act,

Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Directors and Key Managerial Personnel

i. Cessation of Directors: During the year under review, Mr. Alok Perti (DIN: 00475747) and Mr. Vijay Kumar Sharma (DIN: 01468701), Non-Executive Independent Directors, ceased to be directors of the Company w.e.f. June 29, 2023 and October 04, 2023, respectively.

Further, during the current year, Mr. Ashok Kumar Gupta (DIN: 01722395) has ceased to be the Managing Director of the Company w.e.f. July 02, 2024, and Mr. Abhyuday Jindal (DIN: 07290474) has ceased to be the Non-Executive Non-Independent Director of the Company w.e.f. July 15, 2024, pursuant to their resignation from the Board of Directors of the Company.

Your Directors place their sincere appreciation towards the invaluable contributions, guidance and support received from them during their tenure as Director towards the progress of the Company.

ii. Appointment of Non-Executive Independent Directors: During the year under review, the appointment of Mr. Atul Rasiklal Desai (DIN: 01918187), who was appointed as Non-Executive Independent Director by the Board of Directors, based on recommendation of Nomination and Remuneration Committee (“NRC”), w.e.f. June 28, 2023 was approved by the shareholders at the Annual General Meeting held on September 27, 2023.

Further, during the current year, the Board of Directors, based on the recommendation of NRC, has appointed Mr. Vijay Kumar Sharma (DIN: 01468701), as an additional director (in the category of Non-Executive Independent Director) for a period of three (3) years w.e.f. July 23, 2024, subject to the approval of the shareholders of the Company.

iii. Re-appointment of Non-Executive Independent Director: During the current year, the Board of Directors, based on recommendation of NRC, re-appointed Dr. Rajeev Uberoi (DIN: 01731829) as Non-Executive Independent Director for second consecutive term of three (3) years w.e.f. May 11, 2024, subject to the approval of the shareholders of the Company and the same was subsequently approved by the shareholders through Postal Ballot passed on July 04, 2024.

iv. Appointment of Non-Executive Non-Independent Directors: During the current year, the Board of Directors, based on the recommendation of NRC, appointed Mr. Aaditya Gajendra Sharda (DIN: 07024283), as an additional director (in the category of Non-Executive Non-Independent Director) w.e.f. April 11,2024, subject to the approval of the shareholders of the Company and the same was subsequently approved by the shareholders through Postal Ballot passed on July 04, 2024.

v. Appointment of Whole-time Director: During the current year, the Board of Directors, based on the recommendation of NRC, appointed Mr. Venugopal Chetlur (DIN: 08686707), as an additional director as well as Whole-time Director (designated as ‘Chief Operating Officer & Whole-time Director’) of the Company under the category of Key Managerial Personnel of the Company w.e.f. July 23, 2024, to hold office for a term of three (3) consecutive years, liable to retire by rotation, subject to the approval of the shareholders of the Company.

vi. Director retiring by rotation: In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Aaditya Gajendra Sharda (DIN: 07024283), Non-Executive Non-Independent Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as director.

vii. Profile of Directors seeking appointment / re-appointment: The brief resume of the Directors seeking appointment / re-appointment along with other details as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company.

viii. Declaration by Independent Directors: Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence provided in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year under review. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct for Board Members and Senior Management. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order or any other authority.

ix. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year: In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended).

x. Registration in Independent Directors’ Data Bank: The Company has received confirmation from all the Independent Directors that they have registered themselves in the Independent Director’s Data Bank of Indian Institute of Corporate Affairs at Manesar in compliance with the provisions of sub-rule (1) of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

xi. Cessation and appointment of Key Managerial Personnel: During the year under review, Mr. Mohit Kumar Donter, Chief Financial Officer resigned from the services of the Company w.e.f. close of business hours of June 30, 2023. The Board of Directors on the recommendation of NRC appointed Mr. Davinder Dogra as the Chief Financial Officer of the Company w.e.f. July 01, 2023 who resigned from the services of the Company w.e.f. close of business hours of September 30, 2023. Further, the Board of Directors on the recommendation of NRC has appointed Mr. Sachin Naik as the Chief Financial Officer of the Company w.e.f. December 06, 2023.

Your Directors recommend appointment / re-appointment of the above said directors in the ensuing AGM.

Apart from the above, there is no other change in the directors and Key Managerial Personnel during the year under review and thereafter.

Board Evaluation

In compliance with the applicable provisions of the Act and SEBI Listing Regulations, the Board of Directors on recommendation of the NRC had approved and adopted the Evaluation Policy setting out the process, format, attributes and criteria for the performance evaluation of the Board, Board Committees and Individual Directors.

An annual performance evaluation of all Directors, the Committees of the Board and the Board as a whole was carried out during the year under review. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded. The Board of Directors has expressed its satisfaction with the evaluation process.

Public Deposits

During the year under review, your Company has not invited or accepted any deposits from the public / members pursuant to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits from the Public as at the beginning and end of the financial year 2023-24.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (“Accounts Rules”) are given in Annexure - III hereto and forms part of this Report.

Auditors and Audit Reports

i) Statutory Auditors and Audit Report: Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Regn. No. 001076N/N500013), were appointed by the members at the 120^th AGM of the Company held on September 29, 2022, as Statutory Auditors of the Company, for a period of five (5) consecutive years till the conclusion of the 125^th AGM of the Company.

M/s. Walker Chandiok & Co. LLP has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors’ Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31,2024. The management response to the observations / comments contained in the Auditors’ Report and Annexure thereto has been suitably given in the respective Notes to the Financial Statements referred to therein.

Further, the Key Audit Matter as contained in the Auditors’ Report on the Standalone Financial Statements is also mentioned as Key Audit Matter in the Auditors’ Report on the Consolidated Financial Statements in similar manner. The management response thereto has been suitably given in the respective Notes to the Financial Statements referred to therein.

The Notes to financial statements and other observations, if any, in the Auditors’ Report are self-explanatory and therefore, do not call for any further comments.

During the financial year 2023-24, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or the Board under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

ii) Secretarial Auditors and Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Managerial Personnel Rules, the Board of Directors had appointed M/s. MAKS & Co., Practicing Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report issued by them is annexed as Annexure - IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the financial year 2023-24, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

In addition to the above and in compliance with SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019, a report on secretarial compliance issued by M/s. MAKS & Co., Practicing Company Secretaries for the year ended March 31, 2024 has been submitted to stock exchanges. The same is available on the website of the Company at https://www.shalimarpaints.com/uploads/Annual Secretarial Compliance Report March 2024.pdf

The Board of Directors, upon the recommendation of the Audit Committee, at their meeting held on August 08, 2024 has appointed M/s. MAKS & Co., Practicing Company Secretaries, as Secretarial Auditors, for conducting Secretarial Audit of the Company for the financial year 2024-25.

iii) Cost Auditors and Audit Report: Pursuant to Section 148(1) of the Act, for the financial year 2024-25, the Company is required to maintain cost records as specified by the Central Government. In accordance with the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. The Board of Directors, upon the recommendation of the Audit Committee, has appointed M/s. Sanjay Gupta & Associates, Cost Accountants, for this purpose for the financial year 2024-25.

The remuneration payable to the Cost Auditors for the financial year 2024-25, as recommended by the Audit Committee and approved by the Board, shall be placed for ratification by members at the ensuing AGM in terms of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

Risk Management

Risk management is integral to your Company’s strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. Your Company has developed and implemented comprehensive risk assessment and mitigation procedures as laid down in the Company’s Risk Management Policy duly approved by the Board. The Risk Management Policy of the Company is available on the Company’s website at the link: https://www.shalimarpaints.com/uploads/Risk-Management-Policy.pdf

Pursuant to Regulation 21 of SEBI Listing Regulations, the Board of Directors had constituted a Risk Management Committee. The purpose of Risk Management Committee is to assist the Board in fulfilling its responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks. It involves identifying potential events that may affect the Company, reviewing all risks, finalizing the risk document and formulating strategy to manage these events while ensuring that the risk exposure remains at the defined appropriate levels. The details of the composition and terms of reference of the Risk Management Committee are given in the Corporate Governance Report, forming integral part of Annual Report.

There are no risks identified by the Board which may threaten the existence of the Company. The detailed Risk Review is provided in the Management Discussion and Analysis Report, forming integral part of Annual Report.

Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The internal financial controls operate effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls whenever the effect of such gaps have a material effect on the Company’s operations.

Board Meetings

The Board of Directors met six (6) times during the financial year 2023-24. The intervening gap between two Board Meetings was within the maximum period prescribed under the Act. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of the Annual Report.

Audit Committee

The Composition of the Audit Committee along with the details of meetings held during the financial year 2023-24 and attendance of Committee members at the said meetings, have been provided in the Corporate Governance Report, forming part of the Annual Report. All the recommendations made by the Audit Committee during the financial year 2023-24 were accepted by the Board.

General Meeting / Postal Ballot

During the financial year ended March 31, 2024, apart from AGM of the Company held on September 27, 2023, the Company had sought approval of the shareholders through the following Postal Ballot:

a. Postal Ballot notice dated April 07, 2023, for seeking approval of the shareholders for (i) Appointment of Ms. Shan Jain (DIN: 09661574) as Non-Executive Independent Director of the Company. The aforesaid matter was duly approved by the shareholders of the Company on May 10, 2023 and the result of postal ballot was declared on May 11, 2023.

During the current year, the Company had sought approval of the shareholders through the following Postal Ballot:

a. Postal Ballot notice dated May 17, 2024, for seeking approval of the shareholders for (i) Appointment of Mr. Aaditya Gajendra Sharda (DIN: 07024283) as a Director of the Company; and (ii) Re-appointment of Dr. Rajeev Uberoi (DIN: 01731829) as an Independent Director of the Company for a second term of three (3) consecutive years. The aforesaid matters were duly approved by the shareholders of the Company on July 04, 2024 and the result of postal ballot was declared on July 05, 2024.

Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Act, Regulation 19(4) of SEBI Listing Regulations and as per the recommendations of NRC, the Board has adopted a policy for appointment and remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. The compensation and packages of the aforesaid persons are designed in terms of remuneration policy framed by the NRC. The remuneration policy of your Company may be accessed on the Company’s website at the link: https://www.shalimarpaints.com/uploads/Nomination and Remuneration Policy.pdf.

Weblink of Annual Return

As required pursuant to Section 134 and 92(3) of the Act, the Annual Return of the Company for the financial year ended on March 31, 2024 is available on the Company’s website and can be viewed at: https://www.shalimarpaints.com/investors-relations/annual-return.

Related Party Transactions

All contracts / arrangements / transactions entered by the Company with Related Parties during the year under review were in ordinary course of Business and at arm’s length basis. As per the provisions of Section 177 of the Act and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, your Company had obtained approval of the Audit Committee under omnibus approval route and / or under specific agenda items for entering into such transactions.

The Company has not entered into any material related party transactions during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC-2 is not applicable.

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. As per the provisions of the Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, your Company has formulated a policy on Related Party Transactions which is available on Company’s website at the link https://www.shalimarpaints.com/uploads/Related-Party-Policy.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

Particulars of Employees and Related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Managerial Personnel Rules”) are provided in the prescribed format and annexed herewith as Annexure - V to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & (3) of the Managerial Personnel Rules, is provided in a separate annexure forming part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Corporate Office of the Company during working hours till the date of AGM and any member interested in obtaining such information may write to the Secretarial Department of the Company and the same will be furnished on request.

Particulars of Loans, Guarantees or Investments

The Company has made investments or extended loans to its wholly owned subsidiaries for their business purposes. The particulars of loans and guarantees given, security provided and investments made, if any, covered under the provisions of Section 186 of the Act have been disclosed in the notes to the Financial Statements forming part of the Annual Report.

Material changes and commitments, if any, affecting the financial position of the Company

As required under Section 134(3) of the Act, the Board of Directors inform the members that during the year under review, there have been no material changes, except as disclosed elsewhere in the Annual Report:

• in the nature of Company’s business;

• in the Company’s subsidiaries or in the nature of business carried out by them; and

• in the classes of business in which the Company has an interest.

Further, except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year and the date of this Report.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of India relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively have been duly followed by the Company, during the year under review.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act with respect to directors’ responsibility statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the loss of the Company for the year ended March 31, 2024;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Listing on Stock Exchanges

The Equity Shares of the Company continue to be listed on BSE Limited and National Stock Exchange of India Limited. The requisite annual listing fees for the financial year 2024-25 have been paid to these Exchanges. The addresses of these Stock Exchanges and other information for shareholders are given in the Corporate Governance Report as contained in the Annual Report.

Report on Corporate Governance

Your Company strive to maintain the high standards of transparency and Corporate Governance. The report on Corporate Governance for the year under review, as stipulated under Regulation 34 read with Schedule V of SEBI Listing Regulations is presented in a separate section and forms an integral part of the Annual Report. The certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached thereto and forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year 2023-24, as required pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations, is presented in a separate section and forms an integral part of the Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company’s various businesses viz., decorative business, industrial and home improvement business, international operations, internal controls and their adequacy, risk management systems and other material developments during the financial year 2023-24.

Business Responsibility and Sustainability Report

SEBI vide its notification dated May 05, 2021, had made it mandatory to publish a Business Responsibility and Sustainability Report (“BRSR”) by the top 1000 listed companies based on market capitalization replacing Business Responsibility Report in their Annual Report in terms of Regulation 34(2)(f) of the SEBI Listing Regulations with the Stock Exchanges w.e.f. FY 2022-23. The BRSR requires disclosure on the Company’s performance against the nine principles of the National Guidelines on Responsible Business Conduct.

The BRSR for the financial year 2023-24, as required pursuant to Regulation 34 of SEBI Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective, can be viewed on the Company’s website at: https:/ /www.shalimarpaints.com/investors-relations/annual-reports and forms an integral part of the Annual Report.

The policies referred in the above said report can be viewed on the Company’s website at: https://www.shalimarpaints.com/investors-relations/corporate-governance.

Corporate Social Responsibility

Shalimar has been an early adopter of Corporate Social Responsibility (“CSR”) initiatives. Your Company’s overarching aspiration to create significant and sustainable societal value is manifest in its CSR initiatives. CSR is traditionally driven by a moral obligation and philanthropic spirit. Through CSR there is a formation of a dynamic relationship between Company on one hand and the society and environment on the other. However, as there were no profits in terms of the provisions of Section 198 of the Act during last three financial years, the Company was not required under Section 135 of the Act, to incur expenditure on CSR during the financial year 2023-24.

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the focus areas of Company’s CSR activities. The CSR Policy of the Company is available on the Company’s website at the link: https:// www.shalimarpaints.com/uploads/Corporate Social Responsibility Policy.pdf

The details of the composition and terms of reference of the CSR Committee are given in the Corporate Governance Report, forming part of the Annual Report. The Annual Report on CSR Activities (including the details of the development and implementation of the CSR Policy) as prescribed under Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - VI to this Report.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has a Vigil Mechanism / Whistle Blower Policy for directors, employees and business associates to report genuine concerns regarding any unethical behavior or wrongful conduct and to enable employees to report instances of leak of unpublished price sensitive information. This Policy is available on the website of the Company and can be accessed at https:/ /www.shalimarpaints.com/uploads/Whistle Blower Policy.pdf

The Policy provides for adequate safeguards against victimization of whistle blower who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that no director / employee has been denied access to the Chairman of the Audit Committee and that no complaint has been received during the year under review.

Policy on Prevention of Sexual Harassment at Workplace

To foster a positive workplace environment free from harassment of any nature, your Company has in place a Policy on prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The Policy aims at prevention of harassment of women employees and guarantees non-retaliation to complainants. Your Company has complied with the provisions relating to constitution of Internal Committee under the POSH Act for dealing with the complaint, if any, relating to sexual harassment of women at workplace.

Further, in terms of the provisions of the SEBI Listing Regulations, the details in relation to the POSH Act, for the financial year ended on March 31, 2024 are as under:

a) Number of complaints pertaining to sexual harassment filed during the financial year: NIL

b) Number of complaints pertaining to sexual harassment disposed off during the financial year: NIL

c) Number of complaints pertaining to sexual harassment pending as at the end of the financial year: NIL

Insolvency and Bankruptcy Code, 2016

During the year under review, no application has been admitted against the Company under Insolvency and Bankruptcy Code, 2016. Green Initiatives

Electronic copies of the Annual Report 2023-24 and the notice of the 122^nd AGM are being sent to all members whose email addresses are registered with the Company / Depository Participant(s). The Members holding shares in physical form who have not registered their email addresses with the Company and who wish to receive the Annual Report for the year 2023-24 can now register their e-mail addresses with the Company. For this purpose, they can send scanned copy of signed request letter mentioning folio number, complete address and the email address to be registered along with self-attested copy of the PAN Card and any document supporting the registered address of the Member, by email to the Company at [e-mail].

Acknowledgements

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from the shareholders, investors, financial institutions, banks / other lenders, customers, vendors and other business associates during the year. Your Directors also place on record their appreciation for the contribution made by our employees at all levels. Our continuous operation has been made possible due to their hard work, solidarity, cooperation and support. Your Directors would also like to express their gratitude to the Government of India and government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Place: Mumbai Venugopal Chetlur Vijay Kumar Sharma

Date: August 08, 2024 COO & Whole-time Director Director

DIN: 08686707 DIN : 01468701

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Mar 31, 2023

Directors’ Report

Dear Members,

Your Directors have pleasure in presenting the 121^st Annual Report on the business and operations of your Company along with the
Audited Standalone and Consolidated Financial Statements and the Auditors’ Report thereon for the financial year ended March 31,
2023.

Financial Results

The highlights of your Company’s performance (standalone and consolidated) is summarized below:

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	485.55	358.19	485.55	358.19
Other Income	7.21	4.93	7.21	4.54
Total Income	492.76	363.12	492.76	362.73
Total expenses	528.86	416.27	528.91	416.26
Profit/(Loss) before Depreciation, Finance Costs, Exceptional items and Tax	(7.52)	(17.47)	(7.54)	(17.85)
Profit/(Loss) before Exceptional items and Tax	(36.10)	(53.15)	(36.15)	(53.53)
Exceptional items	-	(7.41)	-	(7.41)
Profit/(Loss) before Tax	(36.10)	(60.56)	(36.15)	(60.94)
Profit/(Loss) after Tax	(36.10)	(59.97)	(36.15)	(60.35)
Other Comprehensive Income/(Loss)	0.45	(1.83)	0.45	(1.83)
Total Comprehensive Income/(Loss)	(35.65)	(61.80)	(35.70)	(62.18)

Results of our operations and state of affairs for financial year 2022-23

During the financial year 2022-23, your Company’s revenue from operations stood at Rs. 485.55 Crores as against Rs. 358.19 Crores
in the previous year, recording a growth of about 35.56% over last year. On standalone basis, the Company has registered negative
EBITDA of Rs. 7.52 Crores during financial year 2022-23 as compared to negative EBITDA of Rs. 17.47 Crores during previous
financial year. During the year under review, your Company has suffered a loss of Rs. 36.10 Crores as against loss of Rs. 60.56 Crores
in the previous year, on standalone basis.

Decorative Paints Segment - Decorative Paints primarily caters to architectural needs of the industry catering to residential, commercial
and institutional constructions, combining both repainting and renovation projects. It accounts for about 70% of Paints Industry. Your
Company manufactures and markets wide range of decorative paints for interior and exterior surfaces - concrete, plasters, metals etc.

During the financial year 2022-23, your Company ventured into waterproofing with launch of Zero Damp brand of products which is a
state of art fibre reinforced product with a worry free 8 years of warranty. During the year under review, Shalimar Paints decorative
segment grew by ~36%. Your Company achieved this growth by focusing on fundamentals of the business like increasing our channel
base by ~1500 new customers which contributed to 13% of overall revenue. We engaged closely with inactive dealers and revived
400 customers. We reached out and partnered with influencers - enrolled ~22K new painters. Our emulsion mix increased by 5%
which helped increase our margins as well.

Industrial Paints Segment - Industrial Paints accounts for the remaining 30% of Paints Industry - usage spanning many different
industries, such as manufacturing, automotive, aerospace, building, marine, oil & gas and more. Applications include structural steel
protection, machinery, equipment coating and more.

Over the years, Shalimar Paints’ Industrial Division has demonstrated consistent growth and expansion, owing to its dedication to
quality, innovation and customer-centric approach. The division’s ability to adapt to changing industrial trends, technological
advancements, and regulatory requirements has played a pivotal role in its success. During the financial year 2022-23, Shalimar Paints
Industrial segment grew by ~36% driven by tailor-made solutions that cater to specific needs of the customers, reinforcing Shalimar
Paints’ position as a reliable partner in the industrial coatings landscape. Our focus on right product mix not only boosted our revenue
but our margins as well. Few verticals like pipeline and OEM have registered an exponential growth.

Your Company bagged some of the prestigious projects during the last financial year. Shalimar Paints was the single supplier for Sea
water intake pipeline and associated structures for NPCIL Kudankulam. Your Company was also able to bag maximum jobs executed
through various contractors for Adani Kutch Copper Ltd. expansion project, L&T Offshore ONGC Platform maintenance job where high

end Glass Flake epoxy were supplied and through various contractors for supplies to Karnataka State Government Irrigation Projects
for drinking water pipeline coatings. The various jobs were executed under the watchful eyes of NACE certified technical services team
so that each job is done to perfection. Going forward into the new year, your Company’s Industrial Paints Segment is poised to outgrow
market trends and become one amongst the top 4 contenders in protective coating space.

The detailed information on the business operations of the Company and other relevant information is given in the Management
Discussion and Analysis Report forming part of the Annual Report.

Nature of Business

We are engaged in the business of manufacturing and selling of paints and coatings. There are 3 operating plants, one each in north,
south and west. The manufactured products are sold directly to consumers as well as through distribution channels.

Certifications

Your Company’s Plants at Nashik, Sikandrabad and Chennai are certified for integrated management systems comprising of Quality
Management System (ISO 9001:2015) and Environment Management System (ISO 14001:2015). Further, Nashik and Sikandrabad
are also certified for Occupational Health & Safety Management System (ISO 45001:2018).

Your Company’s R&D Laboratory is NABL (National Accreditation Board for Testing and Calibration Laboratories) accredited as per
laboratory management system ISO/IEC 17025:2017.

Credit Ratings

The Company has been accorded credit rating of ‘CARE BBB-, Stable’ for long term bank facilities and ‘CARE A3’ for short term bank
facilities by CARE Ratings Limited on June 03, 2022, which was reaffirmed on March 03, 2023.

Dividend and Transfer to Reserves

In view of losses during the year under review, the Board of Directors has not recommended any dividend on the Equity Shares of the
Company. Accordingly, there has been no transfer to general reserves.

As per the requirements of Regulation 43A of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), the Company has adopted a Dividend Distribution Policy which may be accessed on the Company’s website at
the link: https://www.shalimarpaints.com/uploads/Dividend Distribution Policy.pdf

Share Capital

During the year under review, the issued, subscribed and paid up Share Capital of the Company as on March 31, 2023, remains
unchanged at Rs.14.44 crores divided into 7,22,16,926 equity shares of face value Rs. 2/- each.

Further, the Company has not issued any equity shares with differential rights / sweat equity shares under Rule 4 & Rule 8 of the
Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

Significant Events during the year under review / current year

The Company has from time to time during the year under review and current year informed its stakeholders about the key developments
that took place by disseminating necessary information to the stock exchanges and through various other means of communication,
inter alia, including as under:

• Issue of Warrants:

During the year under review, the Company has issued and allotted 1,14,94,252 warrants, each carrying a right to subscribe to 1
fully paid up equity share of the Company having a face value of Rs. 2/-, at a price of Rs. 130.50 to Virtuous Tradecorp Private
Limited, a Promoter Group entity, JSL Limited, a Promoter Group entity and Hella Infra Market Private Limited, not belonging to the
promoter or promoter group of the Company.

As per the terms of issue of aforesaid Warrants, the Company has received 25% of the issue price at the time of allotment i.e.
Rs. 37.50 Crores and balance 75% of the issue price will be received upon exercising the option of conversion of Warrants into
equity shares, which is due on or before 18 months from the date of allotment of aforesaid Warrants. Each warrant is convertible
into one equity share at the option of the warrant holders.

The funds so raised by the Company through issue of aforesaid Warrants have not been utilised till date.

Employees Stock Option Scheme

During the year under review, no shares have been offered by the Company pursuant to Employee Stock Option Scheme, 2013 i.e. ‘ESOP
2013’ of the Company. A report as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI
(SBEB & SE) Regulations”) and as per the provisions of section 62(1)(b) of the Companies Act, 2013 (“the Act”) read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations is annexed as Annexure - I to this Report.

Further, during the year under review, with a view to motivate the employees seeking their contribution to the corporate growth, to
create a sense of ownership and participation amongst them, to attract new talents and to retain them for ensuring sustained growth, a
new Employees Stock Option Scheme i.e. “Shalimar Paints Limited Employees Stock Option Scheme - 2022” (“SPL ESOP 2022”) was
implemented for which approval of shareholders of the Company was received on September 29, 2022.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter-alia, administers and monitors the
Employees’ Stock Option Schemes of the Company in accordance with the SEBI (SBEB & SE) Regulations.

Subsequent to the year under review, under SPL ESOP 2022, the Nomination and Remuneration Committee of the Company has
granted 19,66,566 (Nineteen Lacs Sixty Six Thousand Five Hundred Sixty Six) Stock Options to the eligible employees of the Company
till the date of this Report.

There is no other material change in the ESOP schemes of the Company during the year.

Certificate from the Secretarial Auditors of the Company confirming that Schemes have been implemented in accordance with the SEBI
(SBEB & SE) Regulations will be available for inspection by the members in the forthcoming Annual General Meeting of the Company.

Transfer to Investor Education and Protection Fund

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

Significant and material orders impacting the going concern status and Company’s operations in future

During the year under review, no significant and material orders were passed by any regulator or court or tribunal which may impact the
going concern status and your Company’s operations in future.

Further, during the year under review, there was no instance of one time settlement with any bank or financial institution.
Subsidiaries

As on March 31, 2023, Your Company had two subsidiaries, viz. Shalimar Adhunik Nirman Limited (“SANL”) and Eastern Speciality
Paints & Coatings Private Limited (“ESPCPL”). None of the Companies has become or ceased to be the Company’s subsidiaries,
during the year under review. The Company does not have any associate and/or joint venture company.

The Company has formulated a Policy for determining material subsidiaries which may be accessed on the Company’s website at the
link: https://www.shalimarpaints.com/uploads/SPL Material Subsidiaries.pdf. As on March 31,2023, the Company does not have any
material subsidiary as per the provisions of Regulation 16 of the SEBI Listing Regulations.

Financial Details of Subsidiaries

A separate statement containing the salient features of financial statements of the Company’s Subsidiaries in the prescribed Form
AOC-1, annexed as Annexure - II, forms part of the Annual Report and hence not repeated here for the sake of brevity. This statement
also provides details of performance and financial position of each of the Subsidiaries.

The separate audited Financial Statements of the Subsidiaries shall be kept open for inspection at the Company’s Registered/ Corporate Office
during working hours for a period of 21 days before the date of the ensuing Annual General Meeting (“AGM”) of the Company and are also
available on the website of the Company at https://www.shalimarpaints.com/investors-relations/financial-statements-of-subsidiary-companies
The same will also be made available upon request of any member of the Company who is interested in obtaining the same.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its Subsidiaries, prepared in terms of Section 129 of the Act, Regulation 33
of SEBI Listing Regulations and in accordance with Ind AS 110 as specified in the Companies (Indian Accounting Standards) Rules,
2015 (“Ind AS Rules”) and provisions of Schedule III to the Act, are attached herewith and the same together with Auditors’ Report
thereon, forms part of the Annual Report.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards notified under Section 133 of the Act,
Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Directors and Key Managerial Personnel

i. Cessation of Directors: During the year under review, Mr. Ashok Kumar Agarwal (DIN: 08154563) and Ms. Shruti Srivastava
(DIN: 08697973), Non-Executive Independent Directors, have ceased to be directors of the Company w.e.f. August 11, 2022 and
February 19, 2023, respectively.

Further, during the current year, Mr. Alok Perti (DIN: 00475747) has ceased to be the Non-Executive Independent Director of the
Company w.e.f. June 29, 2023 pursuant to completion of his second consecutive term as Non-Executive Independent Director of
the Company on June 29, 2023.

Your Directors place their sincere appreciation towards the invaluable contributions, guidance and support received from them
during their tenure as Director towards the progress of the Company.

ii. Appointment of Non-Executive Independent Directors: During the year under review, the appointments of Mr. Sanjiv Garg
(DIN: 00428757) and Ms. Shan Jain (DIN: 09661574), who were appointed as Non-Executive Independent Directors by the Board
of Directors, based on recommendation of Nomination and Remuneration Committee (“NRC”), w.e.f. August 10, 2022 and February
13, 2023 respectively, were approved by the shareholders at the Annual General Meeting held on September 29, 2022 and through
postal ballot passed on May 10, 2023 respectively.

Further, during the current year, the Board of Directors, based on the recommendation of NRC, has appointed Mr. Atul Rasiklal
Desai (DIN: 01918187), as an additional director (in the category of Non-Executive Independent Director) for a period of three (3)
years w.e.f. June 28, 2023, subject to the approval of the shareholders of the Company.

iii. Re-appointment of Executive Director: During the year under review, based on recommendation of NRC, Mr. Ashok Kumar Gupta
(DIN: 01722395) was re-appointed as Managing Director by the Board of Directors in their meeting held on August 10, 2022 for a
period of three (3) years w.e.f. December 27, 2022, which was subsequently approved by the shareholders at the AGM held on
September 29, 2022.

iv. Director retiring by rotation: In accordance with the provisions of Section 152 of the Act and the Articles of Association of the
Company, Mr. Abhyuday Jindal (DIN: 07290474), Non-Executive Non-Independent Director of the Company is liable to retire by
rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as director.

v. Profile of Directors seeking appointment / re-appointment: The brief resume of the Directors seeking appointment / re-appointment
along with other details as stipulated under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards issued by
The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company.

vi. Declaration by Independent Directors: Your Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence provided in Section 149(6) of the Act and Regulation 16 of the SEBI Listing
Regulations and there has been no change in the circumstances which may affect their status as Independent director during the
year under review. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct
for Board Members and Senior Management. Further, all the Directors have also confirmed that they are not debarred to act as a
Director by virtue of any SEBI order or any other authority.

vii. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the
Independent Directors appointed during the year: In the opinion of the Board, the Independent Directors possess the attributes of
integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as
amended).

viii. Registration in Independent Directors’ Data Bank: The Company has received confirmation from all the Independent Directors that
they have registered themselves in the Independent Director’s Data Bank of Indian Institute of Corporate Affairs at Manesar in
compliance with the provisions of sub-rule (1) of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

ix. Cessation and appointment of Key Managerial Personnel: During the current year, Mr. Mohit Kumar Donter, Chief Financial Officer
has resigned from the services of the Company w.e.f. close of business hours of June 30, 2023. The Board of Directors on the
recommendation of NRC has appointed Mr. Davinder Dogra as the Chief Financial Officer of the Company w.e.f. July 01, 2023.

Your Directors recommend appointment/re-appointment of the above said directors in the ensuing AGM.

Apart from the above, there is no other change in the directors and Key Managerial Personnel (“KMP”) during the year under review
and thereafter.

Board Evaluation

In compliance with the applicable provisions of the Act and SEBI Listing Regulations, the Board of Directors on recommendation of the
NRC had approved and adopted the Evaluation Policy setting out the process, format, attributes and criteria for the performance
evaluation of the Board, Board Committees and Individual Directors.

An annual performance evaluation of all Directors, the Committees of the Board and the Board as a whole was carried out during the
year under review. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors
and their feedback was obtained and recorded. The Board of Directors has expressed its satisfaction with the evaluation process.

Public Deposits

During the year under review, your Company has not invited or accepted any deposits from the public/members pursuant to the
provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of
principal or interest was outstanding in respect of deposits from the Public as at the beginning and end of the Financial Year 2022-23.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (“Accounts Rules”) are given in Annexure - III hereto
and forms part of this Report.

Auditors and Audit Reports

i) Statutory Auditors and Audit Report: Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder,
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Regn. No. 001076N/N500013), were appointed by the members at the
120^th AGM of the Company held on September 29, 2022, as Statutory Auditors of the Company, for a period of five (5) consecutive
years till the conclusion of the 125^th AGM of the Company.

M/s. Walker Chandiok & Co. LLP has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors’ Report does not contain any qualification, reservation or adverse remark on the financial statements for the year
ended March 31,2023. The management response to the observations/comments contained in the Auditors’ Report and Annexure
thereto has been suitably given in the respective Notes to the Financial Statements referred to therein.

Further, the Key Audit Matter as contained in the Auditors’ Report on the Standalone Financial Statements is also mentioned as Key
Audit Matter in the Auditors’ Report on the Consolidated Financial Statements in similar manner. The management response
thereto has been suitably given in the respective Notes to the Financial Statements referred to therein.

The Notes to financial statements and other observations, if any, in the Auditors’ Report are self-explanatory and therefore, do not
call for any further comments.

During the financial year 2022-23, the Statutory Auditors have not reported any incident related to fraud to the Audit Committee or
the Board under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

ii) Secretarial Auditors and Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the
Managerial Personnel Rules, the Board of Directors had appointed M/s. NSP & Associates, Practicing Company Secretaries to
conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report issued by them is annexed
as Annexure - IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
During the financial year 2022-23, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section 134(3)(ca) of the Act.

In addition to the above and in compliance with SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019, a report on secretarial
compliance issued by M/s. NSP & Associates, Practicing Company Secretaries for the year ended March 31, 2023 has been submitted to stock
exchanges. The same is available on the website of the Company at https://www.shalimarpaints.com/investors-relations/corporate-announcements

The Board of Directors, upon the recommendation of the Audit Committee, at their meeting held on August 11,2023 has appointed
M/s. MAKS & Co., Practicing Company Secretaries, as Secretarial Auditors, for conducting Secretarial Audit of the Company for the
financial year 2023-24.

iii) Cost Auditors and Audit Report: Pursuant to Section 148(1) of the Act, for the financial year 2023-24, the Company is required to
maintain cost records as specified by the Central Government. In accordance with the provisions of Section 148 of the Act, read
with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to get its cost accounting records audited by
a Cost Auditor. The Board of Directors, upon the recommendation of the Audit Committee, has appointed M/s. Sanjay Gupta &
Associates, Cost Accountants, for this purpose for the financial year 2023-24.

The remuneration payable to the Cost Auditors for the financial year 2023-24, as recommended by the Audit Committee and
approved by the Board, shall be placed for ratification by members at the ensuing AGM in terms of Section 148 of the Act read with
Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

Risk Management

Risk management is integral to your Company’s strategy and for the achievement of our long-term goals. Our success as an organization depends on
our ability to identify and leverage the opportunities while managing the risks. Your Company has developed and implemented comprehensive risk
assessment and mitigation procedures as laid down in the Company’s Risk Management Policy duly approved by the Board. The Risk Management
Policy of the Company is available on the Company’s website at the link: https://www.shalimarpaints.com/uploads/Risk-Management-Policy.pdf

Pursuant to Regulation 21 of SEBI Listing Regulations, the Board of Directors had constituted a Risk Management Committee. The
purpose of Risk Management Committee is to assist the Board in fulfilling its responsibilities with regard to the identification, evaluation
and mitigation of operational, strategic and environmental risks. It involves identifying potential events that may affect the Company,
reviewing all risks, finalizing the risk document and formulating strategy to manage these events while ensuring that the risk exposure
remains at the defined appropriate levels. The details of the composition and terms of reference of the Risk Management Committee
are given in the Corporate Governance Report, forming integral part of Annual Report.

There are no risks identified by the Board which may threaten the existence of the Company. The detailed Risk Review is provided in
the Management Discussion and Analysis Report, forming integral part of Annual Report.

Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate to the size and nature of its business. The Company has
policies and procedures in place for ensuring orderly and efficient conduct of its business and operations including adherence to the
Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial information. The internal financial controls operate effectively and no
material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and / or improved controls whenever the effect of such gaps have a material effect on the Company’s operations.

Board Meetings

The Board of Directors met four (4) times during the financial year 2022-23. The intervening gap between two Board Meetings was
within the maximum period prescribed under the Act. The details of Board Meetings and the attendance of the Directors are provided in
the Corporate Governance Report forming part of the Annual Report.

Audit Committee

The Composition of the Audit Committee along with the details of meetings held during the financial year 2022-23 and attendance of
Committee members at the said meetings, have been provided in the Corporate Governance Report, forming part of the Annual Report.
All the recommendations made by the Audit Committee during the financial year 2022-23 were accepted by the Board.

Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Act, Regulation 19(4) of SEBI Listing Regulations and as per the recommendations
of NRC, the Board has adopted a policy for appointment and remuneration of the Directors, Key Managerial Personnel, Senior
Management Personnel and other employees of the Company. The compensation and packages of the aforesaid persons are designed
in terms of remuneration policy framed by the NRC. The remuneration policy of your Company may be accessed on the Company’s
website at the link: https://www.shalimarpaints.com/uploads/Nomination and Remuneration Policy.pdf.

Weblink of Annual Return

As required pursuant to Section 134 and 92(3) of the Act, the Annual Return of the Company for the financial year ended on March 31,
2023 is available on the Company’s website and can be viewed at: https://www.shalimarpaints.com/investors-relations/annual-returns

Related Party Transactions

All contracts/arrangements/transactions entered by the Company with Related Parties during the year under review were in ordinary
course of Business and at arm’s length basis. As per the provisions of Section 177 of the Act and Rules made thereunder read with
Regulation 23 of the SEBI Listing Regulations, your Company had obtained approval of the Audit Committee under omnibus approval
route and / or under specific agenda items for entering into such transactions.

The Company has not entered into any material related party transactions during the year under review. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in the prescribed Form AOC-2 is not applicable.

Your Directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. As per the
provisions of the Section 188 of the Act and Regulation 23 of SEBI Listing Regulations, your Company has formulated a policy on Related Party
Transactions which is available on Company’s website at the link https://www.shalimarpaints.com/uploads/Related-Partv-Policy.pdf The policy
intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the
Related Parties.

Particulars of Employees and Related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Managerial Personnel Rules”) are provided in the
prescribed format and annexed herewith as Annexure - V to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & (3) of the
Managerial Personnel Rules, is provided in a separate annexure forming part of this Report. Having regard to the provisions of the
second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the Registered/Corporate Office of the Company during working hours till
the date of AGM and any member interested in obtaining such information may write to the Secretarial Department of the Company and
the same will be furnished on request.

Particulars of Loans, Guarantees or Investments

The Company has made investments or extended loans to its wholly owned subsidiaries for their business purposes. The particulars of
loans and guarantees given, security provided and investments made, if any, covered under the provisions of Section 186 of the Act
have been disclosed in the notes to the Financial Statements forming part of the Annual Report.

Material changes and commitments, if any, affecting the financial position of the Company

As required under Section 134(3) of the Act, the Board of Directors inform the members that during the year under review, there have
been no material changes, except as disclosed elsewhere in the Annual Report:

• in the nature of Company’s business;

• in the Company’s subsidiaries or in the nature of business carried out by them; and

• in the classes of business in which the Company has an interest.

Further, except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which can affect
the financial position of the Company between the end of the financial year and the date of this Report.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, issued by The Institute of Company Secretaries of India
relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively have been duly followed by the Company, during
the year under review.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act with respect to directors’ responsibility statement, it is hereby confirmed
that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the loss
of the Company for the year ended March 31, 2023;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

Listing on Stock Exchanges

The Equity Shares of the Company continue to be listed on BSE Limited and National Stock Exchange of India Limited. The requisite
annual listing fees for the financial year 2023-24 have been paid to these Exchanges. The addresses of these Stock Exchanges and
other information for shareholders are given in the Corporate Governance Report as contained in the Annual Report.

Report on Corporate Governance

Your Company strive to maintain the high standards of transparency and Corporate Governance. The report on Corporate Governance
for the year under review, as stipulated under Regulation 34 read with Schedule V of SEBI Listing Regulations is presented in a
separate section and forms an integral part of the Annual Report. The certificate from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance is attached thereto and forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year 2022-23, as required pursuant to Regulation 34 read with Schedule
V of SEBI Listing Regulations, is presented in a separate section and forms an integral part of the Annual Report. It speaks about the
overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Company’s
various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls
and their adequacy, risk management systems and other material developments during the financial year 2022-23.

Business Responsibility and Sustainability Report

SEBI vide its notification dated May 05, 2021, had made it mandatory to publish a Business Responsibility and Sustainability Report
(“BRSR”) by the top 1000 listed companies based on market capitalization replacing Business Responsibility Report in their Annual
Report in terms of Regulation 34(2)(f) of the SEBI Listing Regulations with the Stock Exchanges w.e.f. FY 2022-23. The BRSR requires
disclosure on the Company’s performance against the nine principles of the National Guidelines on Responsible Business Conduct.

The BRSR for the financial year 2022-23, as required pursuant to Regulation 34 of SEBI Listing Regulations, describing the initiatives
taken by the Company from an environmental, social and governance perspective, can be viewed on the Company’s website at:
https://www.shalimarpaints.com/investors-relations/annual-reports and forms an integral part of the Annual Report.

The policies referred in the above said report can be viewed on the Company’s website at: https://www.shalimarpaints.com/investors-
relations/corporate-governance

Inter-Se Promoter Transfer

During the year under review, Mr. Prithavi Raj Jindal, member of the promoter group of the Company has transferred 85,500 equity
shares of the Company representing 0.12% of the equity share capital of the Company on November 23, 2022 to Ms. Arti Jindal,
member of the promoter group of the Company. The details of the transfer are set out below:

S. No.	Name of Transferor / Transferee	Category	No. of Shares
1.	Mr. Prithavi Raj Jindal (Transferor)	Promoter Group	85,500
2.	Ms. Arti Jindal (Transferee)	Promoter Group	85,500

All the necessary disclosures in regard to the aforesaid transfer as required under SEBI Takeover Regulations, SEBI (Prohibition of
Insider Trading) Regulations, 2015 and other applicable provisions have been intimated to the Stock Exchanges.

Corporate Social Responsibility

Shalimar has been an early adopter of Corporate Social Responsibility (“CSR”) initiatives. Your Company’s overarching aspiration to
create significant and sustainable societal value is manifest in its CSR initiatives. CSR is traditionally driven by a moral obligation and
philanthropic spirit. Through CSR there is a formation of a dynamic relationship between Company on one hand and the society and
environment on the other. However, as there were no profits in terms of the provisions of Section 198 of the Act during last three
financial years, the Company was not required under Section 135 of the Act, to incur expenditure on CSR during the financial year
2022-23.

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the focus areas of Company’s CSR activities. The CSR Policy of
the Company is available on the Company’s website at the link: https://www.shalimarpaints.com/uploads/Corporate Social Responsibility Policy.pdf

The details of the composition and terms of reference of the CSR Committee are given in the Corporate Governance Report, forming
part of the Annual Report. The Annual Report on CSR Activities (including the details of the development and implementation of the
CSR Policy) as prescribed under Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached as Annexure - VI to this Report.

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014, Regulation 22 of SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, your Company has a Vigil Mechanism / Whistle Blower Policy for directors, employees and business
associates to report genuine concerns regarding any unethical behavior or wrongful conduct and to enable employees to report instances
of leak of unpublished price sensitive information. This Policy is available on the website of the Company and can be accessed at
https://www.shalimarpaints.com/uploads/Whistle Blower Policy.pdf

The Policy provides for adequate safeguards against victimization of whistle blower who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that no director / employee has been denied access to the Chairman of the Audit Committee and that no
complaint has been received during the year under review.

Policy on Prevention of Sexual Harassment at Workplace

To foster a positive workplace environment free from harassment of any nature, your Company has in place a Policy on prevention of
sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”). The Policy aims at prevention of harassment of women employees and guarantees
non-retaliation to complainants. Your Company has complied with the provisions relating to constitution of Internal Committee under the
POSH Act for dealing with the complaint, if any, relating to sexual harassment of women at workplace.

Further, in terms of the provisions of the SEBI Listing Regulations, the details in relation to the POSH Act, for the financial year ended
on March 31, 2023 are as under:

a) Number of complaints pertaining to sexual harassment filed during the financial year: NIL

b) Number of complaints pertaining to sexual harassment disposed off during the financial year: NIL

c) Number of complaints pertaining to sexual harassment pending as at the end of the financial year: NIL

Insolvency and Bankruptcy Code, 2016

During the year under review, no application has been admitted against the Company under Insolvency and Bankruptcy Code, 2016.
Green initiatives

Electronic copies of the Annual Report 2022-23 and the notice of the 121^st Annual General Meeting are being sent to all members
whose email addresses are registered with the Company/ depository participant(s). The Members holding shares in physical form who
have not registered their email addresses with the Company and who wish to receive the Annual Report for the year 2022-23 can now
register their e-mail addresses with the Company. For this purpose they can send scanned copy of signed request letter mentioning
folio number, complete address and the email address to be registered along with self-attested copy of the PAN Card and any document
supporting the registered address of the Member, by email to the Company at [e-mail].

Acknowledgements

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from the shareholders,
investors, financial institutions, banks/other lenders, customers, vendors and other business associates during the year. Your Directors
also place on record their appreciation for the contribution made by our employees at all levels. Our continuous operation has been
made possible due to their hard work, solidarity, cooperation and support. Your Directors would also like to express their gratitude to the
Government of India and government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board of DirectorsAshok Kumar Gupta Vijay Kumar Sharma

Dated: August 11,2023 Managing Director Director

Place: Gurugram DIN: 01722395 DIN : 01468701

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Mar 31, 2018

Director’s Report

Dear Shareholders,

The Board of Directors hereby submits the report of the businesses and operations of your Company (‘the Company’ or ‘Shalimar’) along with the audited financial statements (Standalone and Consolidated), for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial performance Rs, (in lakhs)

Description	2017-18		2016-17
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations & Other Income	27,863.96	27,838.23	39,631.13	39,609.39
Expenses	34,571.01	34,575.18	41,128.39	41,130.35
PBIDT	(6,707.05)	(6,736.95)	(1,497.26)	(1,520.96)
Exceptional Items	-	-	-	-
Profit before tax	(6,707.05)	(6,736.95)	(1,497.26)	(1,520.96)
Provision for taxation
Current Tax	-	-	-	-
Deferred Tax	(2,165.41)	(2,181.45)	(536.02)	(551.62)
Profit after tax	(4,541.64)	(4,555.50)	(961.24)	(969.34)
Balance carried to Balance Sheet	(4,541.64)	(4,555.50)	(961.24)	(969.34)

Results of our operations and state of affairs for financial year 2017-18

Your Company during the year under review suffered a loss Rs, 4,541.64/- Lacs as against loss of Rs, 961.24/- Lacs in the previous year. The revenue from operations and other income of the Company for the financial year 17-18 stood at Rs, 27,863.96/- Lacs as against Rs, 39,631.13/- Lacs in the previous year.

The Company have received an interim payment of Rs, 1,099.73 Lakhs in respect of Nasik plant in March, 2018. Decorative Paints Segment - Decorative paints are generally used for painting of domestic, office and other buildings mainly for enhancement of aesthetic look & protection. Our Company manufactures and markets wide range of decorative paints for interior and exterior surfaces - concrete, plaster, metal or wood etc. We have created established brand like Weather Pro, Xtra Tough premier, Shaktiman exterior emulsion specially designed for exterior surfaces. We have wide range of interior emulsions brand like Signature luxury emulsion, Stay Clean interior emulsion, Superlac Advance, No 1 Silk and Master interior emulsion & NO.1 Distemper. Shalimar enjoys established brand in solvent based product range like Superlac Hi-Gloss synthetic enamel, Superlac satin enamel, lustre finish. Our Company’s range of water based paints come with no added lead or mercury and with near zero VOC (Volatile Organic Component).

Industrial Paints Segment - Shalimar manufactures and markets industrial coatings to cater Protective coating sector, Product Finish (OEM,GENERAL INDUSTRIAL SECTOR), Range of marine paints including antifouling paints Packaging coatings for metal decoration including food can lacquers are established products running successfully in different coating lines for years. Industrial paints can again be classified into Heavy Duty Protective Coating, GI Coating, Packaging Coating and Marine Coatings and primarily used for protect the structure from deterioration through corrosion and then beautification. Shalimar is actively involved in providing solution through their expert team to mitigate corrosion by recommending the appropriate coating systems.

Nature of Business

We are engaged in the business of manufacturing of paints.

Dividend

In view of the losses incurred during the year under review, the Board did not recommend any dividend.

Standalone/ Consolidated Financial Statement

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the rules issued thereunder, the Standalone as well as Consolidated Financial Statements of the Company with applicable Accounting Standards are approved by the Board of Directors of the Company. The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

Operations and Business Performance

Kindly refer to Management Discussion & Analysis and Corporate Governance Report which forms part of this report.

Share Capital

During the year under review, there was no change in the Company’s paid-up equity share capital.

However, the Company has allotted 35,52,370 equity shares of Rs, 2/- each at a premium of Rs, 138/- per share on Rights basis to the eligible equity shareholders on April 27, 2018.

Further, the Authorized Share Capital of the Company has been raised from Rs, 8,00,00,000/- to Rs, 20,00,00,000/- through Postal Ballot, the result of which was declared on July 7, 2018.

General Reserve

The Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2018. Material changes and commitments affecting financial position between the end of the financial year and date of the report

- The Company has allotted 35,52,370 equity shares of Rs, 2/- each at a premium of Rs, 138/- per share on Rights basis to the eligible equity shareholders on April 27, 2018.

- O he Company has changed its Registrar and Transfer Agents (RTA) from MCS Share Transfer Agent Limited to BEETAL Financial & Computer Services Private Limited w.e.f May 23, 2018.

- The Company has received an Insurance claim amount of Rs, 1122.35 lakhs in respect of Howrah plant in June 2018.

- The shareholders have passed the following resolutions through Postal Ballot. The result of which was declared on July 7, 2018:

- Ordinary resolution for raising the Authorized Share Capital of the Company from Rs, 8,00,00,000/- to Rs, 20,00,00,000/.

- Special resolution for alteration of capital clause of Articles of Association of the Company.

- Special resolution for approval of Rights Issue for an amount not exceeding Rs, 3,00,00,00,000/- (Rupees Three Hundred Crores only)

- Special resolution for increase in the limit of total shareholding of all registered Foreign Portfolio Investors (FPIs)/ Registered Foreign Institutional Investors (FIIs) put together from 24% to 49% of the paid up equity share capital of the Company

- The Board of Directors have passed a resolution for the approval of the Rights Issue of Equity Shares for an amount not exceeding Rs, 2,40,00,00,000/- (Rupees Two Hundred Forty Crores Only). The draft offer document has been filed with BSE, NSE and SEBI for their observations. The Company has received In-Principal approval from BSE and NSE.

- Appointment of Mr. Ashok Kumar Gupta (DIN: 01722395) as Vice Chairman cum Additional Director of the Company w.e.f August 10, 2018.

Transfer of amount to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of '' 2,86,665.00/- (Rupees Two Lac Eighty Six Thousand Six Hundred Sixty Five Only).

Tinting Systems

Tinting is a vital element of the paint manufacturing process. The Company continued with its policy of installation of tinting systems in various retail outlets across the country with a view to increase the demand for its high value products, especially water based products.

Tinting is an economic way of producing a virtually unlimited number of paint colors to meet the exact needs of each individual customer, large or small.

ISO Certifications

Presently, Sikandrabad plant of the company certified for Quality Management System-ISO 9001.

Credit Ratings

The company has been assigned credit rating of CARE D for long term bank facilities and short term bank facilities by CARE Ratings Limited on March 7, 2018.

Employee Stock Option Plan (ESOP)

There were no shares offered by the company pursuant to Employee Stock Option Scheme, 2013 i.e. ‘ESOP 2013’ of the Company, during the financial year under review. A report as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 and as per the provisions of section 62(1)(b) of the Companies Act readwith rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations is annexed as ‘Annexure A’ to this report. Directors and Key Managerial Personnel Appointments/ Re-appointments

During the year under review, Mr. Alok Perti was appointed as non-executive independent director of the Company with effect from May 24, 2017 and his appointment was confirmed by the shareholders in 115^th Annual General Meeting of the Company held on September 28, 2017.

Mr. Gautam Kanjilal - Chairman cum non-executive independent director of the Company was appointed for a term of three years with effect from November 7, 2015. Your board recommends his appointment as Chairman cum Independent Director of the Company for further period of 3 years in the ensuing Annual General Meeting.

Mr. Ashok Kumar Gupta was appointed as Vice-Chairman cum Additional Director (Non-Executive Non Independent) of the Company in the Board Meeting held on August 10, 2018 and shall hold office upto the ensuing Annual General Meeting. Your Board recommends his appointment as the Director in the ensuing AGM.

Mr. Surender Kumar, Executive Director is liable to retire by rotation at ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for re-appointment.

A brief profile of the Directors proposed to be appointed and re-appointed, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is appended as an Annexure to the Notice of the ensuing AGM. The Board recommends the same for the approval of the shareholders of the Company.

Declaration by Independent Directors

The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

Nomination and Remuneration Policy

The current policy is to have appropriate mix of executive, non - executive and independent directors This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of Director (Executive/ Non - Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees.

The detailed policy is available on the Company''s website link at: https://www.shalimarpaints.com/upload/investor_reports/ Nomination and Remuneration Policy.pdf Performance Evaluation

In compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee has approved and adopted the Evaluation Policy setting out the process, format, attributes and criteria for the performance evaluation of the Board, Board Committees and Individual Directors.

The directors carried out the annual performance evaluation of the Board, Committees of Board and individual directors along with accessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The performance evaluation of independent directors was done by the entire Board of Directors, excluding the director being evaluated.

Directors were evaluated on various aspects, including inter alia active participation, specialization on subject and expressing views, dissemination of information and explanation or response on various queries in the meeting.

The Independent Directors had met separately on August 10, 2017 without the presence of Non Independent Directors and the members of management and discussed inter-alia, the performance of Non Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

Board and Committee Meetings

During the year under review, Board Meetings and Committee Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

Subsidiaries

As on March 31, 2018, the Company has two subsidiaries, namely Shalimar Adhunik Nirman Limited (SANL) and Eastern Speciality Paints & Coatings Private Limited (ESPCPL). None of the Companies has become or ceased to be the Company''s subsidiaries, during the year under review.

In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules 2014, the Company has prepared consolidated financial statements of the Company and its subsidiaries which form part of the Annual Report. A statement in Form AOC- 1, containing the salient features of financial statements of the above mentioned subsidiaries of the Company is annexed as ‘Annexure - B’ to this Report.

The audited financial statements of the subsidiary companies are available for inspection at the Company’s Registered Office. Any member desirous of obtaining a copy of said financial statements may write to the Company Secretary at Company’s Registered Office. The Company does not have any associate and/or joint venture company.

Auditor reports and auditors Audit reports

- D he Auditors’ Report for financial year 2017-18 does not contain any qualifications, reservations or adverse remarks. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

- D he Secretarial Auditors’ Report for financial year 2017-18 does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditors’ Report is enclosed as ‘Annexure-C’ to the Director’s Report in this Annual Report.

- Ms required by the Listing Regulations, the auditors’ certificate on corporate governance is forming part to this Director’s Report. The auditors’ certificate for financial year 2017-18 does not contain any qualifications, reservations or adverse remarks.

Auditors

Statutory Auditors

During the year under review, M/s Chaturvedi and Partners, retired at the conclusion of 115^th Annual General Meeting and did not offer themselves for re-appointment. M/s A K Dubey & Co., Chartered Accountants (Firm Registration No. 329518E), were appointed as Statutory Auditors of the Company at the 115^th Annual General Meeting till the conclusion of the 120^th Annual General Meeting.

M/s A K Dubey & Co., Chartered Accountants have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Secretarial Auditors

The Company had received consent from M/s Arun Goel & Associates, to act as the auditor for conducting audit of the secretarial records for the financial year ending March 31, 2018. As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board appointed M/s Arun Goel & Associates, Practicing Company Secretaries as Secretarial Auditor for financial year 2017-18.

Corporate Social Responsibility

Shalimar has been an early adopter of CSR initiatives. Your Company’s overarching aspiration to create significant and sustainable societal value is manifest in its CSR initiatives. CSR is traditionally driven by a moral obligation and philanthropic spirit. Through CSR there is a formation of a dynamic relationship between a Company on one hand and the society and environment on the other.

The CSR Policy of the Company is available on the Company’s website link at: https://www.shalimarpaints.com/upload/ investor reports/Corporate%20Social%20Responsibility%20Policy.pdf

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as ‘Annexure - D’ to this Report.

Listing on stock exchanges

The Company’s shares are listed on BSE Limited and National Stock Exchange of India Limited

The Company has paid annual listing fees to the respective Stock Exchanges. As the trading in equity shares of the Company is permitted only in dematerialized form, the Company has made the requisite arrangements with National Securities Depository Limited and Central Depository Services (India) Limited to enable investors to hold shares in dematerialized form. Risk Management

The purpose of Risk Management is to assist the Board in fulfilling its responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks. It involves identifying potential events that may affect the Company and formulating strategy to manage these events while ensuring that the risk exposure remains at the defined appropriate levels. The Company has developed and implemented comprehensive risk assessment and mitigation procedures as laid down in the Company’s Risk Management Policy duly approved by the Board.

There are no risks identified by the Board which may threaten the existence of the Company. The detailed risk review is provided in the Management Discussion & Analysis section forming integral part of Annual Report.

The Risk Management Policy of the Company, is available on the Company’s website link at: https://www.shalimarpaints. com/upload/investor reports/Risk-Management-Policy.pdf Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Board of Directors of the Company had discussed in their meeting about the effectiveness and appropriateness of a sound Internal Financial Control System already established in the Company. They also discussed the strength and weakness of the system. They also discussed the various suggestions recommended by the audit committee with the internal auditors. Internal audit department provide an annual overall assessment of the robustness of the Internal Financial Control System in the Company.

Audit Committee

As on March 31, 2018, the Audit Committee of the Board of Directors of the Company comprised of Mr. Gautam Kanjilal, Mr. Alok Perti and Ms. Pushpa Chowdhary, under the Chairmanship of Mr. Gautam Kanjilal. During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board and no recommendation is left which has not been accepted by the Board.

Vigil Mechanism

The Whistle-blower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities. The Whistle Blower Policy of the Company, is available on the Company''s website link at: https://www.shalimarpaints.com/ upload/investor reports/Whistleblower-Policy.pdf Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as ‘Annexure-E’ to the Director’s Report. The same is available at company’s website i.e. www.shalimarpaints.com.

Significant and Material Orders

- The Securities and Exchange Board of India vide its order dated March 19, 2018 approved the Rights Issue of the Company for an amount not exceeding Rs, 50 Crore (Rupees Fifty Crores only).

- The Company have received interim payment of Rs, 1,099.73 Lakhs in respect of Nasik plant in March, 2018.

- The Company has received an Insurance claim amount of Rs, 1122.35 lakhs in respect of Howrah plant in June, 2018. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2018, are set out in Note 8, 9 and 14 to the Standalone Financial Statements of the Company.

Related Party Transactions

All contracts/arrangements/transactions entered by the Company with Related Parties were in ordinary course of Business and at arm''s length basis.

During the year under review, the Company has not entered into any contracts/arrangements/transactions with the Policy of the Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 47 to the Standalone Financial Statements of the Company.

Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the ‘Annexure-F’ to this report.

The Related Party Transactions policy of the Company, is available on the Company’s website link at: https://www. shalimarpaints.com/upload/investor reports/Related-Party-Transaction-Policy.pdf Sexual Harassment

To foster a positive workplace environment, free from harassment of any nature, we have adopted a policy on prevention of sexual harassment at workplace. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are complaint with the law of the land wherever we operate. We also constituted an Internal Complaints Committee (ICC) in all locations across India to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Calendar year, the Company has not received any complaint. Particulars of Employees

The ratio of the remuneration of Director and Key Managerial Personnel (KMP) to the median of employees’ remuneration as per section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Director’s Report as Annexure-G.

- Statement containing names of top 10 employees in terms of remuneration drawn

- Details of employees posted in India throughout the fiscal and in receipt of a remuneration of Rs, 1.02 Crore or more per annum

- Details of employees posted in India for part of the year and in receipt of '' 8.5 Lakh or more a month

- Details of employees posted outside India and in receipt of a remuneration of ''60 lakhs or more per annum or '' 5 lakhs or more a month

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the ‘Annexure-H’ to this report.

Corporate Governance

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Annual Report annexed as ‘Annexure-I’. Management Discussion and Analysis Report

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios,

developments in business operations/ performance of the Company''s various businesses viz., decorative business, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year 2017-18.

Directors’ Responsibility Statement

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under section 133 of the Companies Act, 2013 (''the Act'') read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Effective April 1, 2017, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

(a) D n the preparation of the annual accounts for the financial year ended March 31, 2018 and applicable accounting standards have been followed and there are no material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls, which are adequate and are operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Green initiatives

Electronic copies of the Annual Report 2017-18 and the notice of the 116^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Other disclosures

a. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, enactment(s) thereof for the time being in force);

b. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

c. The Managing Director and CEO of the Company has not received any remuneration or commission from any of Companies subsidiary;

d. D one of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143

(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

e. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ directors or by trustees for the benefit of employees/ Directors.

Acknowledgements

We thank our customers, vendors, investors, bankers, employees for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our continuous operation was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India and government agencies for their support and look forward to their continued support in the future.

For and on behalf of the Board

For Shalimar Paints Limited

Surender Kumar Alok Perti

Dated : August 10, 2018 Managing Director and CEO Director

Place : Gurugram DIN: 00510137 DIN: 00475747

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Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 114th Annual Report on the business and operations of the Company along with Standalone and consolidated financial statements for the financial year ended 31st March, 2016.

Financial results Rs. (in lakhs)

Description	2015-16		2014-15
	Standalone	Consolidated	Standalone	Consolidated
Net Revenue from Operations & Other Income	40322.67	40322.67	43501.14	43501.14
Expenses	37171.98	37174.98	42444.96	42444.96
PBIDT	3150.69	3147.82	1056.18	1056.18
Exceptional Items	-	-	-	-
Profit before tax	431.55	428.35	-1484.76	-1484.76
Provision for taxation
Current Tax	-	-	-	-
Deferred Tax	-95.97	-96.96	-426.36	-426.36
Profit after tax	527.52	525.31	-1058.4	-1058.4
Add: Amount brought forward from last year''s account	650.76	650.76	1820.77	1820.77
Less: Prior period adjustment - Depreciation	-	-	-111.61	-111.61
Profit available for appropriation	-922	-924.21	650.76	650.76
Balance carried to Balance Sheet	-922	-924.21	650.76	650.76

Review of Operations & State of Company’s Affairs

The Company turned into profit after two consecutive years of loss. A lot of new initiatives were taken; improvement in operational efficiency, improvement in working capital, cost control and measures, automation of processes. During the FY 2015-16, the Company earned a profit (after tax) of Rs. 527.52 lacs as against loss (after tax) of Rs. 1058.40 lacs in the previous year. The Net revenue from operations & other income of the Company for the FY 2015-16 stood at Rs. 40322.67 lacs as against Rs. 43501.14lacs in the previous year. There is a plunge in the revenue of the Company, although there is a improvement in the working capital and cash flow. A lot of new products were launched in the decorative paint segment in the interior as well as exterior paint category namely Signature, Supercar Stay Clean, Weather PRO , G. P. Synthetic Enamel.

In the industrial segment, your company had launched quite a few new products namely Single Pack DT- Primer cum Topcoat, Low Cost Zinc Silicate for Projects, High Build Quick Drying Coal Tar Epoxy, Solvent less Epoxy Costing For Pipe Industries, Quick drying Single pack Paint for Cylinder Industries, Black and Clear Bitumen Varnish and Staving Paint for Hair Clip.

Nature of Business

There has been no change in the nature of business of the company.

Dividend

No dividend was declared by the Company for the financial year 2015-16.Abridged Financial Statements In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’) and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014, the abridged Annual Report containing salient features of the financial statements, including Consolidated Financial Statements, for the Financial Year 2015-16, along with statement containing salient features of the Directors’ Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2015-16, upon receipt of written request from you, as a member of the Company. Full version of the Annual Report 2015-16 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors’ Report (including Management Discussion and Analysis, and Corporate Governance Report is being sent via email to all shareholders who have provided their email address (es). Full version of Annual Report 2015-16 is also available for inspection at the corporate office of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It is also available at the Company''s website at www.shalimarpaints.com

Consolidated Financial Statement

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard 21 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2015- 16.

Operations and Business Performance

Kindly refer to Management Discussion & Analysis and Corporate Governance Report which forms part of this report.

Board’s Report Share Capital

During the year under review, there were changes in the Company’s paid-up equity share capital. During the current financial year up to the date of this report, the Company has issued 17875 equity shares of Rs. 2/- each upon exercise of stock options under the Company ESOP Scheme i.e. ‘ESOP 2013’. Consequently, the paid-up equity share capital of the Company as on the date of this report stood at Rs. 3,78,91,950 divided into 1,89,45,975 equity shares of Rs. 2/- each.

General Reserve

The Company has transferred Rs. 2100.28 Lacs to the General Reserve during the financial year ended 31st March, 2016. Material changes and commitments affecting financial position between the end of the financial year and date of the report

- The shareholders have passed the special resolution for shifting of registered office of the Company from the State of West Bengal to the State of Haryana, through postal ballot. The result of which was declared on 15th March 2016.

- Re-designated Mr. Surender Kumar as CEO of the Company i.e. 1^st April, 2016.

- Central Government vides its order number RD/T/23269/S-13(4)/16/6452 dated 5th August, 2016, has approved the application under section 13(4) of the Companies Act, 2013 for change of registered office of the Company from the State of West Bengal to the State of Haryana and the certificate of registration of order of Regional Director for change of state has been issued by the Registrar of Companies, NCT of Delhi & Haryana on 1st day of September, 2016.

- Resignation of Mr. Girish Jhunjhnuwala from the Chairmanship and Directorship of the Company i.e. 12th August, 2016.

- Re-designated Mr. Surender Kumar as Managing Director and CEO of the Company i.e. 12th August, 2016.

- Appointment of Mr. Janak Raj Goyal as Chief Financial Officer (CFO) of the Company i.e. 12th August, 2016 Transfer of amount to Investor Education and Protection Fund In terms of Section 124 of the Companies Act, 2013, the Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account to the Investor Education and Protection Fund (IEPF).The dividend for the financial year 2007-08, which remained unpaid/unclaimed, aggregating to Rs. 3, 20,460/- (Rupees Three Lacs Twenty Thousand Four Hundred Sixty Only) was transferred to IEPF during the year under review.

Deposits (Disclosure on Deposit under Chapter V) The Company has neither accepted nor renewed any deposit during the year. There was no unpaid/unclaimed deposit as at 31st March, 2016.

Tinting Systems

Tinting is an economic way of producing a virtually unlimited number of paint colors to meet the exact needs of each individual customer, large or small. The Company continued with its policy of installation of tinting systems in various retail outlets across the country with a view to increase the demand for its high value products, especially water based products. During the year, the Company had launched their low cost, high quality tinting machine. This technology will allow us to build our distribution faster and in a more competitive way, especially in high growth regions.

ISO Certifications

Nashik and Sikandrabad Plants of the Company are ISO 9001:2008 accredited.

Credit Ratings

The company has been accorded credit rating of CARE BBB for long term bank facilities, CARE BBB/CARE A3 for long/ short term bank facilities and CARE A3 for short term bank facilities by Credit Analysis and Research Limited on 1st December, 2015.

Employee Stock Option Plan (ESOP)

Pursuant to Employee Stock Option Scheme, 2013 i.e. ‘ESOP 2013’ of the Company, the details of ESOPs granted, vested and exercised by permanent employees of the Company during the financial year under review, as required under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and as per the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, is annexed as ‘Annexure - A ‘to this report.

Directors and Key Managerial Personnel

Appointments, Re-appointments, Retirements & Resignations

During the financial year 2015-16, Mr. Pujit Aggarwal and Mr. Aditya Vikram Lodha - Non Executive Independent Directors of the Company has resigned from the Board of the Company i.e. 16^th June 2015 and 7^th November 2015 respectively. The Board placed on record their sincere appreciation for the guidance and contribution made by them during their tenure on the Board.

Further, in compliance with the provisions of Sections 149, 150 and 152, read with Schedule IV and other applicable provisions of the Companies Act, 2013 and relevant Rules made there under (including any statutory modification(s) or reenactment thereof, for the time being in force, Mr. Gautam Kanjilal (DIN:03034033) was appointed as Independent Director by the Board of Directors of the Company in their meeting held on 7th November, 2015 and will vacate his office at the ensuing Annual General Meeting. A notice in writing was received from the Member of the Company in terms of Section 160 of the Companies Act, 2013 signifying the intention to propose the appointment of Mr. Gautam Kanjilal as a Director of the Company. Your Board recommends his appointment as the Director in the ensuing AGM.

During the financial year 2015-16, Mr. Sameer Nagpal (DIN: 06599230), Managing Director and CEO, had resigned from the Board of the Company with effect from 30th May, 2015. The Board placed on record their sincere appreciation for the guidance and contribution made by him during his tenure on the Board.

Mr. Surender Kumar, who was appointed as Whole-time Director and Chief Operating Officer (COO) and Chief Financial Officer (CFO) was re-designated as CEO of the Company i.e. 1^st April, 2016. Further, Mr. Kumar was re-designated as Managing Director and CEO of the Company i.e. 12th August, 2016.

Mr. Girish Jhunjhnuwala, Chairman of the Company has resigned from the Chairmanship and Directorship of the Company i.e. 12th August, 2016. The Board placed on record their sincere appreciation for the guidance and contribution made by him during his tenure on the Board.

Mr. Ratan Jindal, Non-Executive, Non-Independent Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM) pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and he has shown his unwillingness to be re-appointed at the ensuing Annual General Meeting.

In compliance with the provisions of Section 203 of the Companies Act, 2013, Mr. Janak Raj Goyal has been appointed as Chief Financial Officer (CFO) of the Company i.e. 12th August, 2016.

Ms. Bernadette Dominic, Company Secretary, had resigned with effect from 16th October, 2015. The Board at its meeting held on 1st February, 2016 had appointed Mr. Nitin Gupta as the Company Secretary and Compliance Officer.

A brief profile of the Directors proposed to be appointed and re-appointed, as required under Secretarial Standard 2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is appended as an Annexure to the Notice of the ensuing AGM. The Board recommends the same for the approval of the shareholders of the Company.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence, as prescribed under Sub Section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct.

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of Director (Executive/ Non Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees.

The detailed policy is available on the Company’s website link at:

http://www.shalimarpaints.com/upload/investor_reports/Nomination%20and%20Remuneration%20Policy.pdf Annual Evaluation of Directors, Committees and Board.

In compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee has approved and adopted the Evaluation Policy, setting out the process, format, attributes and criteria for the performance evaluation of the Board, Board Committees and Individual Directors.

On the basis of the consolidated report on questionnaire/feedback form received from the individual directors, the Board evaluated the performance of the Board, Board Committees and Individual Directors and noted its satisfaction on the outcome.

The Independent Directors had met separately on 1st February 2016 without the presence of Non-Independent Directors and the Members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

Board and its Committees

The Board of Directors met four times during the Financial Year 2015-16. The details of the Composition of the Board and its Committees and number of Board and Committee meetings held during Financial Year 2015-16 and attendance of Directors and members of the Committee at the said meetings are provided in the Report on Corporate Governance, which forms part of this Report.

Subsidiaries

As on 31st March, 2016, the Company has two subsidiaries, namely Shalimar Adhunik Nirman Limited (SANL) and Eastern Specialty Paints & Coatings Private Limited (ESPCPL). None of the Companies has become or ceased to be the Company’s subsidiaries, during the year under review. Since no business activity was carried out by ESPCPL during the year under review and accordingly, has not prepared the Statement of Profit & Loss for the year 2015-16.

In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules 2014, the Company has prepared consolidated financial statements of the Company and its subsidiaries which form part of the Annual Report. A statement in Form AOC- 1, containing the salient features of financial statements of the above mentioned subsidiaries of the Company is annexed as ‘Annexure - B’ to this Report. The audited financial statements of the subsidiary companies are available for inspection at the Company’s Registered Office.

Any member desirous of obtaining a copy of said financial statements may write to the Company Secretary at Company’s Registered Office. The Company does not have any associate and/or joint venture company.

Auditors & Audit Report Statutory Auditors

M/s Chaturvedi and Partners, the Statutory Auditors of the Company, retire at the conclusion of forthcoming Annual General Meeting, and being eligible; offer themselves for re-appointment for the F.Y. 2016-17.

The Company has received confirmation from M/s Chaturvedi and Partners, Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to act as Auditors of the Company, if re-appointed. The Audit report on the financial statements for the year 2015-16 does not contain any qualifications, reservations or adverse remarks

Secretarial Auditors

The Company had appointed M/s Surinder Vashishtha & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2015-16 ended on 31st March, 2016.Pursuant to Section 204 of Companies Act, 2013 the Secretarial Auditor has submitted their report in the prescribed Form MR-3, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as ‘Annexure - C’ to this Report.

Corporate Social Responsibility

Shalimar Paints has been an early adopter of Corporate Social Responsibility (CSR) initiatives. CSR is traditionally driven by a moral obligation and philanthropic spirit. Through CSR there is a formation of a dynamic relationship between a Company on one hand and the society and environment on the other. The main responsibilities of the Company towards society at large are to eradicate hunger, poverty and malnutrition; promote education, promote preventive health care and sanitation and making available safe drinking water, promoting gender equality and empowering women.

The Corporate Social Responsibility Policy outlines the Company’s strategy to bring about a positive impact on society through programs relating to hunger, poverty, education, health care, and environment and lowering its resource footprint. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report.

The CSR Policy of the Company is available on the Company’s website link at: http://www.shalimarpaints.com/upload/investor_reports/Corporate%20Social%20Responsibility%20Policy.pdf

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as ‘Annexure - D’ to this Report.

Listing

During the year, the Company’s equity shares continue to be listed with BSE Limited, the National Stock Exchange of India Limited.

In wake of an application made by the Company pursuant to the Securities & Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the Company’s equity shares have been delisted from the Calcutta Stock Exchange Limited with effect from 3rd July, 2015.

The Company has paid annual listing fees to the respective Stock Exchanges. As the trading in equity shares of the Company is permitted only in dematerialized form, the Company has made the requisite arrangements with National Securities Depository Limited and Central Depository Services (India) Limited to enable investors to hold shares in dematerialized form.

Risk Management

Risks Management is an integral part of Company’s operating framework and is committed towards identifying key risks and managing them in a proactive and efficient manner. The Company periodically assesses both internal as well as external risks to which the Company is exposed to. Company, through its risk management system strives for timely identification, assessment, minimization and management of risks affecting the Company in the foreseeable future. Detailed discussion on Risk Management has been given as a part of Management Discussion & Analysis under the section ‘Risks and Concerns’, in the Report on Corporate Governance, which forms part of this Annual Report.

The Risk Management Policy of the Company, is available on the Company’s website link at: http://www.shalimarpaints.com/upload/investor_reports/Riskmanagment-Policy.pdf

Internal Financial Control

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has adequate and comprehensive internal financial control system ensuring orderly, effective and efficient conduct of its business. Detailed discussion on internal control has been given as a part of Management Discussion & Analysis under the section ‘Internal Control System’, in the Report on Corporate Governance, which forms part of this Annual Report.

Audit Committee

As on 31st March, 2016, the Audit Committee of the Board of Directors of the Company comprised of Mr. Gautam Kanjilal, Mr. Rajiv Rajvanshi and Ms. Pushpa Chowdhary, under the Chairmanship of Mr. Gautam Kanjilal. During the F.Y. all the recommendations made by the Audit Committee were accepted by the Board and No recommendation is left which has not been accepted by the Board.

Whistle Blower Policy/Vigil Mechanism

In compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted the Whistle Blower Mechanism for Directors and Employees, to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companies code of conducts and ethics. There has been no change to the Whistle Blower Policy adopted by the Company during Fiscal Year 2016.

The Whistle Blower Policy of the Company, is available on the Company’s website link at: http://www.shalimarpaints.com/upload/investor_reports/Whistleblower-Policy.pdf

Extract of Annual Return

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in the prescribed Form MGT-9 is annexed as ‘Annexure - E’ to this Report.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments form part of Note no 2.11 to the Financial Statements provided in the Annual Report.

Related Party Transactions

All transactions entered into by the Company, during the year under review, with the Related Parties, as defined under the Companies Act, 2013, Rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the ‘ordinary course of business’ and ‘on arm’s length’ basis. As such, provisions of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules 2014, are not applicable to the Company during the year under review.

There has been no materially significant Related Party Transactions during the period under review, which would have any potential conflict with the interest of the Company. Your Company did not have any Related Party Transaction which required prior approval of the Shareholders. Necessary disclosures required under the Accounting Standards (AS-18) have been made in the Notes to Financial Statements.

The Related Party Transactions policy of the Company, is available on the Company’s website link at: http://www.shalimarpaints.com/upload/investor_reports/Related-Party-Transaction-Policy.pdf

Sexual Harassment of Women at Workplace

As required under the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressed) Act, 2013 read with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressed) Rules, 2013, an Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints sexual harassment, if any.

The following is a summary of sexual harassment complaints received and disposed off during the year ended 31st March, 2016:

No. of Complaints received	:	Nil
No. of Complaints disposed off	:	Nil

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo.The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies(Accounts) Rules, 2014 is annexed as ‘Annexure-F’ to this Report.

Particulars of Employees

The information, as required to be provided in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in ‘Annexure-G’ to this Report.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a company’s management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders is annexed as ‘Annexure-H’ to this Report.

A certificate from M/s Mohit & Associates, Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as ‘Annexure H’ and forms part of this report. Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance

I with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is set out in point number 11(eleven) of Corporate Governance Report is annexed as ‘Annexure - H’ to this Report.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., as at 31st March, 2016 and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the Financial Year 2015-16.

Industrial Relations and Personnel

Industrial relations remained cordial and satisfactory. Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by all officers, staff and workers of the Company.

Acknowledgements

The Directors would like to place on record their grateful appreciation of the co-operation and assistance received from the financial institutions, banks, investors, valued customers, valued suppliers, our employees, various government agencies and other business associates during the year under review.

The Directors value the trust shown by the shareholders in their ability to manage the Company. We expect that with the ongoing encouragement and support of our shareholders, we shall be successful in achieving the desired objectives in the near future.

For and on behalf of the Board For Shalimar Paints Limited

Surender Kumar Rajiv Rajvanshi Date: 1^st September, 2016 Managing Director and CEO Director Place: New Delhi DIN: 00510137 DIN: 00036605

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 112th Annual Report on the business and operations of the Company together with the audited financial statements for the year ended 31st March, 2014.

Financial results (Rs. in lacs)

Description 2013-14 2012-13

Revenue from Operations & Other Income 54630 56313

Expenses 52525 52494

PBIDT 2105 3819

Exceptional Items - 212

Profit before tax -360 1566

Provision for taxation

Current Tax - 489 Deferred Tax -81 -25

Profit after tax -279 1102

Add: Amount brought forward from last year''s account 2100 967

Add: Adjustment for Earlier year Tax - 31

Profit available for appropriation 1821 2100

Balance carried to Balance Sheet 1821 2100

Review of operations

The year passed by was a year of transition, the management changed its strategic direction to increase focus on the consumer business. A number of corrections and initiatives were taken through the year to prepare your Company for an accelerated profitable growth in coming years.

Your Company during the year under review suffered a loss (after tax) of Rs. 2.79 crores as against profit of Rs. 11.02 crores in the previous year. The turnover of the Company for year 2013-14 stood at Rs. 546.30 crores as against Rs. 563.13 crores in the previous year 2012-13. The decrease in sales is attributed to the economic slowdown and sluggishness in demand of industrial products.

Dividend

In view of the loss during the year under review, your Directors did not recommend any dividend.

Shifting of Corporate Office

During the year under review, the company has shifted its corporate office from Mumbai, Maharashtra to Gurgaon, Haryana. ESOP

During the year under review the Company had granted 4,88,000 ESOPs to the permanent employees of the Company pursuant to Employees Stock Option Scheme, 2013 formulated by Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''Guidelines'') issued by SEBI. None of the options have been vested till date.

The Company has adopted intrinsic Value method for the valuation of the ESOPs granted under the said Scheme.

The particulars of options issued under the said Scheme as required by SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are appended as ''Annexure B'' and forms part of this report.

Fire at Howrah Plant

Your Company suffered a major set back when an accidental fire broke at the Company''s Howrah plant on 12th March, 2014.

Due to the fire both structure and equipment of paint mill suffered damages. Majority of the finished goods, work-in-progress and raw material lying at the factory were also destroyed, as a result, the plant has been inoperational.

Tinting systems

The Company continued with its policy of installation of tinting systems in various retail outlets across the country with a view to increase the demand for its high value products, especially water based products.

ISO Certifications

All the three plants of the Company at Howrah, Nashik and Sikandrabad are ISO 9000 accredited. The Nashik plant is also ISO 14001 accredited. These accreditations have been renewed in the year under review.

Subsidiaries

The Company has two subsidiaries, namely Shalimar Adhunik Nirman Limited (SANL) and Eastern Speciality Paints & Coatings Private Limited (ESPCPL). Since there was no business activity carried out either by SANL or by ESPCPL during the year under review, these subsidiaries have not prepared the Statement of Profit & Loss for the year 2013-14.

In terms of General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to attach the Subsidiaries'' Annual Accounts, as required under Section 212 of the Companies Act, 1956, the Board of Directors of the Company has decided not to attach the Annual Accounts of the said subsidiaries. Any member desires to obtain the copy of Annual Report & Accounts of SANL and ESPCPL may send his/her request to the Company Secretary of the Company.

The consolidated financial statement of the Company, SANL and ESPCPL duly audited by the Company''s Statutory Auditors are attached in the Annual Report.

Directors

Pursuant to Article 118 of the Articles of Association, Mr. Ratan Jindal, Non-Independent Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Dr. R. Srinivasan, who is liable to retire by rotation at the ensuing Annual General Meeting, has expressed his unwillingness to continue as Director of the Company. The Board of Directors has decided not to fill the vacancy caused by his unwillingness to be re-appointed.

Mr. Rajiv Rajvanshi and Ms. Pushpa Chowdhary were appointed as Additional Directors, in Independent Category, on the Board of the Company with effect from 20th September, 2013 and 30th May, 2014, respectively, who would hold office up to the conclusion of the ensuing Annual General Meeting.

In accordance with the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules framed thereunder read with Schedule IV to the said Act, the term of office Independent Directors would be non-rotational for a consecutive period of five years from the date of ensuing Annual General Meeting i.e., 26th September, 2014.

To comply with the requirements of the Companies Act, 2013, as aforesaid, it is proposed to be appoint/re-appoint Mr. A. V. Lodha, Mr. Pujit Aggarwal, Mr. Rajiv Rajvanshi and Ms. Pushpa Chowdhary, Company''s independent directors, for a period of five consecutive years from the date of ensuing Annual General Meeting i.e., 26th September, 2014.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed, both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of Mr. Ratan Jindal, Mr. A. V. Lodha, Mr. Pujit Aggarwal, Mr. Rajiv Rajvanshi and Ms. Pushpa Chowdhary are given in the Point No. 12 of the Report on Corporate Governance attached to this report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures from the same;

ii) The accounting policies have been selected and applied consistently and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The accounts have been prepared on a going concern basis.

Conservation of energy and technical absorption

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' to the Directors'' Report.

Foreign exchange earnings and outgo

Foreign exchange earnings and outgo are outlined in Note nos. 2.31, 2.32, 2.33 and 2.34 of Notes to the Accounts.

Particulars of employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may write to the Company Secretary for a copy thereof.

Auditors

Messrs Chaturvedi and Partners, the Auditors of the Company, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Cost Auditors

Your Board has appointed Messrs D. Sabyasachi & Co., Cost Accountants, to carry out the Cost Audit of the Company in respect of Paints & Varnishes. This appointment is to be made in each financial year and based on the application of your Company the Central Government has approved the re-appointment of Cost Auditors for the year under review. The necessary application will be made to the Central Government in due course seeking approval to the re-appointment of the Cost Auditors for the financial year 2014-15.

The Cost Audit report for the financial year ended 31st March, 2013 has been filed with the Ministry of Corporate Affairs, Cost Audit Branch, Government of India on 29.11.2013.

Listing

During the year, your Company''s equity shares continue to be listed with the BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited.

However, the Board in its meeting held on 30th May, 2014 resolved to delist the equity shares of the Company from The Calcutta Stock Exchange Ltd.

The Company has paid annual listing fees to the respective Stock Exchanges. As the trading in equity shares of the Company is permitted only in dematerialized form, the Company has made the requisite arrangements with National Securities Depository Limited and Central Depository Services (India) Limited to enable investors to hold shares in dematerialized form.

Corporate Governance

The Company continues to comply with the requirements of the Listing Agreement with the Stock Exchanges where the Company''s shares are listed. The report on Corporate Governance for the financial year ended 31st March, 2014, together with Certificate on its compliance, pursuant to requirements of Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto as Annexure ''C'' to this Report.

Corporate Social Responsibility

Complementing every aspect of our business is our commitment to support positive transformation in the society. As one of the early adopters of CSR in the country, we have been supporting initiatives to promote education and environment conservation around our factories. Apart from energy and water conservation initiatives at our factories, we have been running a school at Howrah for primary and secondary school children. Through our CSR efforts, we aim to bring change that has a measurable, long-term impact on the communities of which we are a part.

Industrial relations and personnel

Industrial relations remained cordial and satisfactory. Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by all officers, staff and workers of the Company.

Acknowledgements

The Directors would like to place on record their grateful appreciation of the co-operation and assistance received from the financial institutions, banks, investors, valued customers, various government agencies and business associates during the year under review.

For and on behalf of the Board

New Delhi Ratan Jindal Sameer Nagpal 30th May, 2014 Director Managing Director & CEO

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Mar 31, 2013

To the Shareholders

The Directors are pleased to present the 111th Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended 31 st March, 2013.

Financial results

(Rs. in lacs)

Description 2012-13 2011-12

Revenue from Operations & Other Income 59167 52872

Expenses 55348 49070

PBIDT 3819 3802

Exceptional Items 212 -

Profit before tax 1566 2096

Provision for taxation

Current Tax 489 682

Deferred Tax (25) (32)

Profit after tax 1102 1446

Add: Amount brought forward from last year''s account 967 761

Profit available for appropriation 2069 2207

Less: Proposed Dividend - 379

Tax on proposed dividend - 61

Amount transferred to General Reserve - 800

Balance carried to Balance Sheet 2069 967

Sub-division of Equity Shares

The equity share of face value of Rs.10/- each of the Company have been sub-divided into 5 equity shares of Rs.2/- each in terms of the approval of shareholders of the Company accorded on 26th October, 2012. The Board of Directors fixed 23rd November, 2012 as Record Date for this purpose. Consequently, the existing Issued, Subscribed and Paid-up Equity Share Capital of Rs. 3,78,56,200/- which were divided into 37,85,620 Equity Shares of Rs.10/- each have been sub-divided into 1,89,28,100 Equity Shares of Rs.2/- each. Similarly, the existing Authorised Share Capital of Rs. 8,00,00,000/- which was divided into 80,00,000 Equity Shares of Rs.10/- each has been sub-divided into 4,00,00,000 Equity Shares of Rs.2 / - each.

ESOP

With a view to attract, retain and motivate the best available talent, the Board of Directors of the Company has formulated Employees Stock Option Scheme in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''Guidelines''). The salient features of the said Scheme is detailed in the Explanatory Statement annexed to Notice of the Annual General Meeting. The requisite approval of the shareholders of the Company to enable the Company to issue shares/options under the said Scheme is being sought at the forthcoming Annual General Meeting.

Dividend

The Board of Directors of your Company has decided to plough back the profit of the Company and therefore does not recommend any dividend.

Review of operations

The year under review continues to be impacted due to economic slowdown. The Company''s revenue from operations has increased from Rs. 529 crores in 2011-12 to Rs.592 crores in 2012-13, an increase of 12%, which can be considered satisfactory in view of the difficult economic condition. The profitability was however affected because of onetime cost incurred due to higher provisioning for bad debts and obsolete inventory.

Due to increase in the interest cost related to working capital financing, the finance costs have also increased from Rs. 15.22 crores in 2011-12 to Rs. 16.58 crores in 2012-13.

Tinting systems

The Company continued with its policy of installation of tinting systems in various retail outlets across the country with a view to increase the demand for its high value products, especially water based products.

ISO Certifications

All the three plants of the Company at Howrah, Nasik and Sikandrabad are ISO 9000 accredited. The Nasik plant is also ISO 14001 accredited. These accreditations have been renewed during the year under review.

Subsidiaries

The Company has two subsidiaries, namely Shalimar Adhunik Nirman Limited (SANL) and Eastern Speciality Paints & Coatings Private Limited (ESPCPL). Since there was no business activity carried out either by SANL or by ESPCPL during the year under review, these subsidiaries have not prepared the Statement of Profit & Loss for the year 2012-13.

In terms of General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to attach Subsidiaries'' Annual Accounts, as required under Section 212 of the Companies Act, 1956, the Board of Directors of the Company has decided not to attach the Annual Accounts of the said subsidiaries. Any member desires to obtain the copy of Annual Report & Accounts of SANL and ESPCPL may send his/her request to the Company Secretary of the Company.

The consolidated financial statement of the Company and its subsidiaries duly audited by the Company''s Statutory Auditors are attached in the Annual Report.

Directors

In accordance with Article 118 of the Articles of Association, Mr. Girish Jhunjhnuwala and Mr. A. V. Lodha retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Sandeep Sarda, Executive Director of the Company has resigned from the Company. The Board has accepted his resignation with effect from 10th June, 2013. The Board also recorded its appreciation for the valuable contribution made by Mr. Sarda during his long association with the Company.

Mr. Sameer Nagpal, Chief Executive Officer of the Company, has been appointed as Additional Director of the Company with effect from 2 5th May, 2013 and will vacate his office at the forthcoming Annual General Meeting and shall seek election under Section 257 of the Companies Act, 1956. Mr. Nagpal, subject to necessary approvals, has also been appointed the Managing Director for a period of three years with effect from that date.

Brief resume of Mr. Jhunjhnuwala, Mr. Lodha and Mr. Nagpal are given in Point No.12 of the Report on Corporate Governance attached to this report.

Directors'' Responsibility Statement

Pursuant to Section 217 (2 AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) The accounting policies have been selected and applied consistently and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The accounts have been prepared on a going concern basis.

Conservation of energy and technical absorption

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' to the Directors'' Report.

Foreign exchange earnings and outgo

Foreign exchange earnings and outgo are outlined in Note nos. 2.33, 2.34 and 2.35 of Notes to the Accounts. Particulars of employees

Information as required under Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Companies Act 1956. Any member interested in obtaining such particulars may write to the Company Secretary for a copy thereof.

Auditors

Messrs Chaturvedi and Partners, the Auditors of the Company, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Cost Auditors

In compliance with the Central Government''s order, your Board has appointed Messrs D. Sabyasachi & Co., Cost Accountants, to carry out the Cost Audit of the Company in respect of Paints & Varnishes. This appointment is to be made in each financial year and based on the application of your Company the Central Government has approved the re-appointment of Cost Auditors for the year under review. The necessary application will be made to the Central Government in due course seeking approval to the re-appointment of the Cost Auditors for the financial year 2013-14.

The Cost Audit report for the financial year ended 31st March, 2012 has been filed with the Ministry of Corporate Affairs, Cost Audit Branch, Government of India, on 31st January, 2013 i.e. within the stipulated time as extended.

Listing

Your Company''s equity shares continue to be listed with the BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited.

The Company has paid annual listing fees to the respective Stock Exchanges. As the trading in equity shares of the Company is permitted only in dematerialized form, the Company has made the requisite arrangements with National Securities Depository Limited and Central Depository Services (India) Limited to enable investors to hold shares in dematerialized form.

Corporate Governance

The Company continues to comply with the requirements of the Listing Agreement with the Stock Exchanges where the Company''s shares are listed. The report on Corporate Governance for the financial year ended 31st March, 2013, together with Certificate on its compliance, pursuant to requirements of Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto as Annexure ''B'' to this Report.

Acknowledgements

The Directors would like to place on record their grateful appreciation of the co-operation and assistance received from the financial institutions, banks, investors, valued customers, various government agencies and business associates during the year under review.

Industrial relations and personnel

Industrial relations remained cordial and satisfactory. Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by all officers, staff and workers of the Company.

For and on behalf of the Board

New Delhi Girish Jhunjhnuwala

25 th May, 2013 Chairman

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Mar 31, 2012

The Directors are pleased to present the 110th Annual Report on the business and operations of the Company and the audited statement of accounts for the year ended 31st March, 2012.

Financial results

(Rs. in lacs)

Particulars 2011-12 2010-11

Revenue from Operations & Other Income 52872 44332

Expenses 49070 41353

PBIDT 3802 2979

Profit before tax 2096 1664 Provision for taxation

Current Tax 682 463

Deferred Tax (32) 34

Profit after tax 1446 1167

Add: Amount brought forward from last year's account 761 646

Profit available for appropriation 2207 1813

Less: Proposed Dividend 379 303

Tax on proposed dividend 61 49

Amount transferred to General Reserve 800 700

Balance carried to Balance Sheet 967 761

Dividend

The Directors are pleased to recommend payment of dividend at the rate of Rs.10/- per equity share amounting to Rs.378.57 lacs as compared to Rs.8/- per equity share declared last year.

Review of operations

The Company's revenue from operations has increased from Rs. 443 crores in 2010-11 to Rs. 529 crores in 2011-12, an increase of 19%. Both the Decorative and Industrial segments have grown reasonably well. With the increase in international crude prices and the sharp depreciation of the rupee against major currencies, the raw material prices have increased sharply. The paint industry has tried to counter the increase in raw material costs by increasing prices at regular intervals. However since the raw material prices have been extremely volatile, it has, to some extent, affected the overall operating margins.

In spite of the sharp increase in the raw material prices, the Company has, with improvement in operational efficiencies and changes in the product mix, improved its PBIDT from Rs. 29.79 crores in 2010-11 to Rs. 38.02 crores in 2011-12, an increase of 28% over last year.

The Company has in 2011-12 launched a premium exterior emulsion under the brand name Self Clean. It has received a very favourable response to the launch.

In 2011-12 there has been a sharp increase in the interest rates by all the working capital bankers. As a result of increased utilization to finance the increased volume of business as well as increase in the interest rates, finance costs have increased from Rs. 9.75 crores to Rs.12.77 crores.

The Profit before Tax has increased from Rs. 16.64 crores to Rs. 20.96 crores, an increase of 26%.

Tinting systems

The Company continued with its policy of installation of tinting systems in various retail outlets across the country with a view to increase the demand for its high value products, especially water based products.

ISO Certifications

All the three plants of the Company at Howrah, Nasik and Sikandrabad are ISO 9000 accredited and these accreditations have been renewed in the year under review. The Nasik plant has also received ISO 14001 accreditation in 2011-12.

Subsidiary

The Company has only one subsidiary, namely Shalimar Adhunik Nirman Limited (SANL). Since there was no business activity carried out by SANL during the year under review, SANL has not prepared the Statement of Profit & Loss for the year 2011-12.

In terms of General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to attach the Subsidiaries' Annual Accounts, as required under Section 212 of the Companies Act, 1956, the Board of Directors of the Company has decided not to attach the Annual Accounts of the said subsidiary. Any member who desires to obtain the copy of Annual Report & Accounts of SANL may send his request to the Company Secretary of the Company.

The consolidated financial statement of the Company and SANL duly audited by the Company's Statutory Auditors are attached in the Annual Report.

Directors

In accordance with Article 118 of the Articles of Association, Mr. Rajiv Garg and Mr. Pujit Aggarwal, retire by rotation and being eligible, offer themselves for re-appointment.

Brief resumes of Mr.Rajiv Garg and Mr. Pujit Aggarwal, are given in Point No. 12 of the Report on Corporate Governance attached to this report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The accounting policies have been selected and applied consistently and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The accounts have been prepared on a going concern basis. Conservation of energy and technical absorption

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 'A' to the Directors' Report.

Particulars of employees

During the year under review there was no employee drawing remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors

M/s. Chaturvedi and Partners, the Auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Cost Auditors

In compliance with the Central Government's order, your Board has appointed Messrs. D. Sabyasachi & Co., Cost Accountants, to carry out the Cost Audit of the Company in respect of Paints & Varnishes. This appointment has to be made in each financial year and based on the application of your Company the Central Government has approved the re-appointment of Cost Auditor for the year under review. The Cost Audit Report for the year ended 31st March, 2011 has been submitted to Ministry of Corporate Affairs.

Listing

Your Company's equity shares continue to be listed with the Bombay Stock Exchange Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited.

The Company has paid annual listing fees to the respective Stock Exchanges. As the trading in equity shares of the Company is permitted only in dematerialized form, the Company has made the requisite arrangements with National Securities Depository Limited and Central Depository Services (India) Limited to enable investors to hold shares in dematerialized form.

Corporate Governance

The Company continues to comply with the requirements of the Listing Agreement with the Stock Exchanges where the Company's shares are listed. The report on Corporate Governance for the financial year ended 31st March, 2012, together with Certificate on its compliance, pursuant to requirements of Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto as Annexure 'B' to this Report.

Acknowledgements

The Directors would like to place on record their grateful appreciation of the co-operation and assistance received from the financial institutions, banks, investors, valued customers, various government agencies and business associates during the year under review.

Industrial relations and personnel

Industrial relations remained cordial and satisfactory. Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by all officers, staff and workers of the Company.

For and on behalf of the Board

New Delhi Girish Jhunjhnuwala

7th May, 2012 Chairman

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Mar 31, 2011

To the Shareholders

The Directors are pleased to present the 109th Annual Report on the business and operations of the Company and the audited statement of accounts for the year ended 31st March, 2011.

Financial results

(Rs. in lacs)

Description 2010-11 2009-10

Net Sales 44014 39417

Expenses 41173 36807

PBIDT 2841 2610

Profit before tax 1664 1512

Provision for taxation

Current Tax 463 468

Deferred Tax 34 44

Profit after tax 1167 1000

Add: Amount brought forward from last year's account 646 578

Profit available for appropriation 1813 1578

Less: Proposed Dividend 303 284

Tax on Proposed Dividend 49 48

Amount transferred to General Reserve 700 600

Balance carried to Balance Sheet 761 646

Dividend

The Directors are pleased to recommend payment of dividend at the rate of Rs.8/- per equity share amounting to Rs. 303 lacs as compared to Rs.7.50 per equity share declared last year. This has affected the overall operating margins.

Review of operations

The Company's turnover has increased from Rs. 394 crores in 2009-10 to Rs. 440 crores in 2010-11. Both the Decorative and Industrial segments have grown reasonably well. However, with the increase in international crude prices, the raw material prices particularly of solvent based raw materials, have increased sharply. This has affected the overall operating margins.

In spite of sharp increase in the raw material prices the Company has, with improvement in operational efficiencies and changes in the product mix, improved its PBIDT from Rs. 26.10 crores in 2009-10 to Rs. 28.40 crores in 2010-11.

There has also been increase in the interest rates by all the working capital bankers. Further, in order to finance the increased volume of business, the utilisation levels have also increased. As a result of higher utilisation and increased interest rates, the interest costs have increased from Rs. 7.60 crores to Rs. 8.37 crores.

The Profit before Tax has increased from Rs. 15.12 crores to Rs. 16.64 crores.

Tinting systems

The Company continued with its policy of installation of tinting systems at various retail outlets across the country with a view to increase the demand for its high value products, especially water based products.

ISO Certifications

All the three plants of the Company at Howrah, Nasik and Sikandrabad are ISO 9000 accredited and these accreditations have been renewed in the year under review.

Subsidiary

The Company has only one subsidiary, namely Shalimar Adhunik Nirman Limited (SANL). Since there was no business activity carried out by SANL during the year under review, SANL has not prepared the Profit & Loss A/c for the year 2010-11.

In terms of General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to attach the Subsidiaries' Annual Accounts, as required under Section 212 of the Companies Act, 1956, the Board of Directors of the Company has decided not to attach the Annual Accounts of the said subsidiary. Any member who desires to obtain the copy of Annual Report & Accounts of SANL may send his request to the Company Secretary of the Company.

The consolidated financial statement of the Company and SANL duly audited by the Company's Statutory Auditors are attached in the Annual Report.

Directors

In accordance with Article 118 of the Articles of Association, Mr. Ratan Jindal and Dr. R. Srinivasan retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume of Mr. Ratan Jindal and Dr. R. Srinivasan, are given in Point No. 12 of the Report on Corporate Governance attached to this report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along

with proper explanation relating to material departures;

ii) The accounting policies have been selected and applied consistently and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The accounts have been prepared on a going concern basis.

Conservation of energy and technical absorption

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 'A' to the Directors' Report.

Foreign exchange earnings and outgo

Foreign exchange earnings and outgo are outlined in Note nos. 11, 12 and 13 of Schedule 19 to the Accounts.

Particulars of employees

During the year under review there was no employee drawing remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors

M/s. Chaturvedi and Partners, the Auditors of the Company, retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Listing

Your Company's equity shares continue to be listed with the Bombay Stock Exchange Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited.

The Company has paid annual listing fees to the respective Stock Exchanges. As the trading in equity shares of the Company is permitted only in dematerialized form, the Company has made the requisite arrangements with National Securities Depository Limited and Central Depository Services (India) Limited to enable investors to hold shares in dematerialized form.

Corporate Governance

The Company continues to comply with the requirements of the Listing Agreement with the Stock Exchanges where the Company's shares are listed. The report on Corporate Governance for the financial year ended 31st March, 2011, together with Certificate on its compliance, pursuant to requirements of Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto as Annexure 'B' to this Report.

Acknowledgements

The Directors would like to place on record their grateful appreciation of the co-operation and assistance received from the financial institutions, banks, investors, valued customers, various government agencies and business associates during the year under review.

Industrial relations and personnel

Industrial relations remained cordial and satisfactory. Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by all officers, staff and workers of the Company.

For and on behalf of the Board

Girish Jhunjhnuwala Chairman

New Delhi 7th May, 2011