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:

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:

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 askus@shalimarpaints.com

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