DIRECTORS' REPORT

The Board of Directors is pleased to present the Twenty-first Annual Report on the business
and operations of Sirca Paints India Limited ("SPIL"or the "Company") together with the audited
financial statements (standalone and consolidated) for the financial year 2025-26.

1. FINANCIAL RESULT
Standalone financial results of SPIL

Consolidated financial results of SPIL

2. COMPANY'S PERFORMANCE REVIEW

During the Financial Year 2025-26:

Standalone Accounts

? Total revenue during the year 2026 was Rs. 49,248.41 Lakhs as compared to Rs. 37,367.93
Lakhs during the year 2025- an increase of 31.79 %;

? Profit after tax was Rs. 6,505.33 Lakhs during the year 2026 as compared to Rs. 4910.41
Lakhs during the year 2025.

? Basic earnings per share (of face value of Rs. 10/- each) was Rs. 11.64 for the year 2026 as
compared to Rs. 8.96 for the year 2025.

Consolidated Accounts

? Total revenue during the year 2026 was Rs. 49,248.41 Lakhs as compared to Rs. 37,367.93
Lakhs during the year 2025- an increase of 31.79 %;

? Profit after tax was Rs. 6,501.84 Lakhs during the year 2026 as compared to Rs. 4905.67
Lakhs during the year 2025.

? Basic earnings per share (of face value of Rs. 10/- each) was Rs. 11.63 for the year 2026 as
compared to Rs. 8.95 for the year 2025.

The state of affairs of the Company is presented as part of Management Discussion and
Analysis Report forming part of this report.

3. Secretarial Standards

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of secretarial standards issued by the Institute of
Company Secretaries of India.

4. Dividend

The Board of directors of the Company has recommended a final dividend of Rs. 2 per equity
share of Rs. 10/- each (20% of Face Value) at its meeting held on May 07, 2026 for the Financial
Year 2025-26. In terms of the provisions of the Finance Act, 2020, dividend shall be taxed in
the hands of the shareholders and the Company shall withhold tax at source at the applicable
rates. The payment is subject to the approval of the shareholders at the ensuing Annual General
Meeting ('AGM') of the Company to those members whose names appeared on the Register of
Members of the Company on the record date.

The Board of Directors of the Company in line with provisions of Regulation 43A of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (as amended) had approved Dividend Distribution Policy. The Dividend Distribution policy
is uploaded on Company's website and can be accessed at the linkhttps://www.sircapaints.
com/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf

5. Reserves

During the year under review, no amount has been transferred to any of the reserves by the
Company.

6. Share Capital

The Authorised Share Capital of the Company as on March 31, 2026 was Rs. 60,00,00,000/-
divided into 6,00,00,000 equity shares of face value of Rs. 10/- each

The Issued, Subscribed and Paid-up share capital of the Company as on March 31, 2026 was Rs.
56,79,28,000/- divided into 5,67,92,800 equity shares of face value of Rs. 10/- each

During the year under review, the Shareholders, in the Extra Ordinary General Meeting held

on August 05, 2025, approved increase in Paid up Share Capital of the Company from Rs.
54,80,88,000/- to Rs. 56,79,28,000/- through issue 19,84,000 (Nineteen Lakh Eighty Four
Thousand) fully paid-up Equity Shares of the face value of Rs. 10/- each of the Company on a
preferential basis through private placement to the Non promoters investors at a price of Rs.
379.50/- per Equity Share, inclusive of a premium of Rs. 369.50 per Equity Share.

Pursuant to the aforesaid approval, the Board of Directors, at its meeting held on September 11,
2025 approved the allotment of 19,84,000 (Nineteen Lakh Eighty Four Thousand) fully paid up
Equity Shares of Rs. 10/- each on preferential basis through private placement. Consequent¬
ly, the issued, subscribed and paid-up equity share capital of the Company increased from
Rs. 54,80,88,000/- comprising 5,48,08,800 Equity Shares to Rs. 56,79,28,000/- comprising
5,67,92,800 Equity Shares of Rs. 10/- each.

Further, the Company has not issued any convertible securities or shares with differential voting
rights or sweat equity shares or warrants.

7. Deposit

During the year under review, the Company has not accepted any deposits from the public
under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or
interest was outstanding as at the end of Financial Year 2025-26. There were no unclaimed or
unpaid deposits lying with the Company

8. Material Changes and Commitments Affecting the Financial Position of the
Company and Material Changes Between the Date of the Board Report and
End of the Financial Year

There have been no change in the nature of business during the year. There have been no ma¬
terial changes and commitments affecting the financial position of the Company which have oc¬
curred between the end of the financial year of the Company to which the financial statements
relate and the date of this Report.

9. Change Of the Registered Office

During the year under review, the Company has not changed its Registered Office

10. RBI Guidelines

The Company continues to comply with all the requirements prescribed by the Reserve Bank of
India from time to time.

As on March 31, 2026, there were Eight (8) Directors on the Board of the Company, consisting
of Four (4) Independent Directors, Two (2) Non-Executive Directors (1 of whom is part of the
Promoter Group), Two (2) Executive Directors (both are part of the promoter group). Pursuant
to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on
March 31, 2026 are:

i. Mr. Sanjay Agarwal- Chairman and Managing Director,

ii. Mr. Apoorv Agarwal- Joint Managing Director,

iii. Ms. Shallu-Chief Financial Officer, and

iv. Mr. Hira Kumar- Company Secretary & Compliance Officer of the Company.

During the year, the Members approved the following appointment and re-appointment of Di¬
rectors:

Mr. Sanjay Agarwal (DIN:01302479) was re-appointed as director liable to retire by rotation at
the Annual General Meeting held on September 20, 2025.

Mr. Shaym Lal Goyal (DIN: 08815530) was re-appointed as a Non-Executive Independent Di¬
rector for a term of five years from September 18, 2025 to September 17, 2030.

Details of Directors proposed to be re-appointed at the ensuing Annual General Meeting are as
follows:

a. At the ensuing Annual General Meeting, Mr. Apoorv Agarwal (DIN: 01302537), Director of
the Company is liable to retire by rotation in accordance with the provisions of Section 152
of the Companies Act, 2013, read with the Articles of Association of the Company and being
eligible, offers himself for reappointment as director of the Company.

No director of the Company is disqualified as per the provisions of Section 164(2) of the Companies
Act, 2013. The directors of the Company have made necessary disclosures, as required under
various provisions of the Companies Act, 2013 (Hereinafter referred as “the Act") and the Listing
Regulations.

On the basis of the declarations submitted by the Independent Director of the Company, the
Board of Directors have opined that the Independent Director of the Company fulfill the required
criteria as defined under Section 149(6) of the Act and the Listing Regulations.

As on date of this report, the Board comprises of 8 (Eight) Directors. The composition includes 4
(Four) Independent Directors. All the Independent Directors are appointed on the Board of your
Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

The Company has received declarations from all the Independent Directors confirming that they
meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6)
of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the
Code of Conduct for Directors and Senior Management personnel formulated by the Company.

All the Independent Directors of your Company have submitted their declaration of independence,
as required, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the
Listing Regulations, stating that they meet the criteria of independence, as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are not disqualified
from continuing as Independent Directors of your Company. Further, veracity of the above
declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing
Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest
standards of integrity and possess requisite qualifications, expertise & experience (including the
proficiency) and competency in the business & industry knowledge, financial expertise, digital
& information technology, corporate governance, legal and compliance marketing & sales, risk
management, leadership & human resource development and general management as required
to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent Directors have confirmed that they
have registered themselves with databank maintained by the Indian Institute of Corporate Affairs
("IICA"). These declarations/ confirmations have been placed before the Board. The Independent
Directors are also required to undertake online proficiency self-assessment test conducted by
the IICA within a period of 2 (Two) years from the date of inclusion of their names in the data
bank, unless they meet the criteria specified for exemption.

13. Director's Appointment and Remuneration Policy

The Company's policy on directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under sub section (3) of Section 178 of the Act, as is adopted by the Board.

The Company has adopted a comprehensive policy on nomination and remuneration of Directors
and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be
appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by
the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be
accessed at the following Link:https://www.sircapaints.com/investors/#policies

14. Number of meetings of the Board

The Board of the Company and its Committees meet at regular intervals to discuss, decide and
supervise the various business policies, business strategy, Company's performance and other
statutory matters. During the year under review, the Board has met Eight times. The details of the
meeting of the Board and its Committees are given in the Corporate Governance Report, which
forms part of this Report. The intervening gap between two Board Meetings did not exceed 120
days.

15. Committees of the Board

The Board had duly constituted following Committees, which are in line with the provisions of
applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders' Relationship Committee

E. Risk Management Committee

Details of the composition of the Committees and changes therein, terms of reference of the
Committees and other requisite details are provided in the Corporate Governance Report, which
forms part of this Annual Report.

In terms of the provisions of Regulation 18 of the SEBI Listing Regulations read with Section 177
of the Act, the constitution of Audit Committee as on 31st March, 2026 is as follows:

The recommendations made by the Audit Committee to the Board, from time to time during the
year under review, have been accepted by the Board. Other details with respect to the Audit
Committee such as its terms of reference, meetings and attendance thereat are separately pro¬
vided in the Annual Report, as a part of the Report on Corporate Governance.

17. Nomination and Remuneration Policy

The salient features of the Nomination and Remuneration Policy of the Company are set out in
the Corporate Governance Report which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Com¬
mittee shall formulate the criteria for appointment & Re-appointment of Directors on the Board
of the Company and persons holding senior management positions in the Company, including
their remuneration and other matters as provided under Section 178 of the Act and Listing Reg¬
ulations.

18. Board and Director's Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the
Board, its committees and individual directors has been carried out on the basis of Guidance
Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI").

Questionnaire forms were circulated to all the directors for their feedback on Board, Board Com¬
mittees and director evaluation. A meeting of the independent directors was held on January 01,
2026 where they reviewed and discussed the feedback on the functioning of the Board, Board
Committees, Chairman and other directors. The Board reviewed and discussed the feedback of
the evaluations. The area of improvements as highlighted by the evaluation exercise has been
implemented to further strengthen the corporate governance of the organization

19. Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent
Directors was held during the year i.e., on January 01, 2026, without the attendance of non-in¬
dependent Directors and members of Management.

In addition, the Company encourages regular meetings of its independent directors to update
them on Strategies of the Company. At such meetings, the Head of the Departments of the
Company make presentations with respect to the Business Vertical which they are heading.
Such Meeting was conducted on January 01, 2026.

20. Familiarization Program for Independent Directors

The Company has in place a structured induction and familiarization programme for all its di¬
rectors including the Independent Directors. They are updated on all business-related issues
and new initiatives. They are also invited in management level business review meetings so as
to step back and assist the executive management. They are also informed of the important
policies of the Company including the 'Code of Conduct for Directors and Senior Management
Personnel' and the 'Code of Conduct for Prevention of Insider Trading.'.

21. Listing Of Shares

The Equity Shares of the Company are listed on National Stock Exchange of India Limited ('NSE')
and the BSE Limited ('BSE'). The due annual listing fees for the financial year 2025-26 has been
paid to the Stock Exchanges i.e. NSE & BSE

22. Directors Responsibility Statement

Pursuant to the requirement of Section 134 (3) (c) read with Section 134(5) of the Companies
Act, 2013 with respect to directors' responsibility statement, your directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2026, the
applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been
followed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as give a true and fair view of
the state of affairs of the Company as at 31^st March, 2026 and of profit and Loss of the Com¬
pany for the financial year ended 31^st March, 2026;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate account¬
ing records in accordance with the provisions of the Company Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting frauds and other irregularities;

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

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

(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 financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial au¬
ditors and external consultants, including the audit of internal financial controls over financial
reporting by the statutory auditors 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 FY 2026.

23. Management Discussion and Analysis

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 struc¬
ture, global and domestic economic scenarios, developments in business operations/perfor-
mance of the Company's various businesses viz., decorative business, international operations,
industrial and home improvement business, internal controls and their adequacy, Risk, threats,
outlook etc.

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations"), the Management Discussion and Analysis Report
forms an integral part of this Annual Report and gives the details, inter alia, about the perfor¬
mance of the Decorative, Decor and consumer services, and Industrial Businesses of the Com¬
pany in India and International Operations, important changes in these businesses, supply chain,
external environment, and economic outlook during the year under review.

During the year under review, there was no change in the nature of the Company's business.

24. Corporate Governance Report

As required under the Listing Regulations, the Company re-affirms its commitment to the stan¬
dards of corporate governance. This Annual Report carries a Section on Corporate Governance
and benchmarks your Company with the relevant provisions of the Listing Regulations, the de¬
tailed report on corporate governance is given as Annexure A to this report

Pursuant to the Listing Regulations, as amended, a certificate obtained from a Practicing Com¬
pany Secretary certifying that the Directors of the Company are not debarred or disqualified
from being appointed or to continue as directors of the companies by the Securities and Ex¬
change Board of India/Ministry of Corporate Affairs, forms part of the report.

A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia,
confirming the correctness of the financial statements and cash flow statements, adequacy of
the internal control measures and reporting of matters to the Audit Committee, is also annexed.

25. Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2026, the Company has one (1) Subsidiary Company, namely Sirca Industries
Limited. Pursuant to Section 129 (3) of the Act read with Rule 5 of Companies (Accounts of Com¬
panies) Rules 2014 and Ind - AS 110 issued by the Institute of Chartered Accountants of India,
Consolidated Financial Statements presented by the Company include the financial statements
of its subsidiary.

A statement containing the salient features of the financial statement of Subsidiary in the pre¬
scribed format AOC-1 is attached as 'Annexure-B' to this report. Further, the Company does
not have any Associate, Joint Ventures, hence no information in this regard is required to be
furnished

In terms of provisions of Section 136 of the Act separate audited accounts of the subsidiary
Companies shall be available on the website of the Company athttps://www.sircapaints.com/

26. Consolidated Financial Statement

The duly audited Consolidated Financial Statements as required under the Indian Accounting
Standard 110, provisions of Regulation 33 of the Listing Regulations and Section 136 of the Act
have been prepared after considering the audited financial statements of the Company's sub¬
sidiary and appear in the Annual Report of the Company for the year 2025-26.

27. Auditors And Auditor's Report
Secretarial Auditors

M/s Pravesh Kumar & Associates, Company Secretaries (ICSI Unique Code: S2024DE976000),
was appointed as secretarial auditor of the Company to hold office for a term of five consecutive
years commencing from financial year 2025-26 till financial year 2029-30 in the 20^th AGM of
the Company held on September 20, 2025, as required under Section 204 of the Act and Rules
thereunder. The Secretarial Audit report i.e. Form No. MR-3 for financial year ended March 31,
2026 is enclosed as 'Annexure-C' to the Board's report, which forms part of this Annual Report.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8th Feb¬
ruary, 2019 issued by Securities and Exchange Board of India, the Company has obtained the
Annual Secretarial Compliance Report for the financial year ended 31st March, 2026, confirming
compliance of the applicable SEBI Regulations and circulars/ guidelines issued thereunder, by
the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors

M/s Rajesh Kukreja & Associates, Chartered Accountants (FRN:004254N) was appointed as
Statutory Auditors of your Company at the Annual General Meeting held on 25th July, 2022, for
a term of five consecutive years.

The Independent Auditors Report given by the Auditors on the Financial Statement (Standalone
and Consolidated) of your Company forms part of this Annual Report. There has been no quali¬
fication, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Cost Auditor

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost accounting records and get them audited every
year from Cost Auditor and accordingly such accounts and records are made and maintained by
the Company.

The Board of Directors based on the recommendation of the Audit Committee appointed M/s
PAN & ASSOCIATES, Cost Accountants, (Firm Registration Number: 003692), as Cost Audi¬
tors to audit the cost accounts of your Company for the Financial Year 2025-26. The Cost Audit
Report for the FY 2025-26 will be filed with the Ministry of Corporate Affairs, in due course.

Further, The Board on the recommendation of the Audit Committee at their meeting held on 17^th
of July, 2026, Re-appointment of Cost Auditors of the Company for FY 2026-27.

The remuneration of upto Rs. 85,000 (Rupees Eighty-Five Thousand only) exclusive of taxes and
out-of-pocket expenses incurred in connection with the aforesaid audit, is proposed to be paid
to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing AGM.

The resolution for ratification of the proposed remuneration payable to PAN & ASSOCIATES to
audit the cost records of the Company for the financial year ending 31st March 2027, is being
placed for the approval of the shareholders of the Company at the ensuing AGM.

M/s S Mahajan & Co. (FRN: 033060N), Chartered Accountants was re-appointed as Internal
Auditor of the Company at the Board Meeting held on 22nd of May, 2025, to conduct the Internal
Audit for the Financial Year 2025-26.

During the period under review, M/s S Mahajan & Co., performed the duties of internal auditor
of the Company and his report is reviewed by the Audit Committee. Subsequently, due to other
preoccupations, M/s S. Mahajan & Co. expressed their inability to continue as the Internal Auditor
of the Company.

Accordingly, the Board of Directors, at its meeting held on 07th May 2026, appointed Bansal Goel
and Co. LLP (FRN: N500096), Chartered Accountants, as the Internal Auditor of the Company
for FY 2026-27.

28. Reporting of Frauds by Auditors

None of the Auditors of the Company has identified and reported any fraud as specified under
the second proviso of Section 143(12) of the Act.

29. Corporate Social Responsibility (CSR)

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has
been entrusted with the prime responsibility of recommending to the Board about Corporate
Social Responsibility Policy which shall indicate the activities to be undertaken by the Company
as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred
on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted
by the Board and the initiatives undertaken by the Company on CSR activities during the year
under review are set out in Annexure-D of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Com¬
mittee, please refer to the Corporate Governance Report, which is a part of this report. The CSR
policy is available on https://www.sircapaints.com/investors/#policies

30. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the Company for the financial year end¬
ed March 31, 2026 as required under Regulation 34(2)(f) of the Listing Regulations forms part of
this Report as Annexure E.

31. Internal Financial Control Systems and Their Adequacy

The Company's internal financial control systems are commensurate with its size and nature of
its operations and such internal financial controls are adequate and are operating effectively.
The Company has adopted policies and procedures for ensuring orderly and efficient conduct
of the business. These controls have been designed to provide reasonable assurance regarding
recording and providing reliable financial and operational information, adherence to the Com¬
pany's policies, safeguarding of assets from unauthorized use and prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.

Other Statutory Disclosures

32. Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies (Manage¬
ment & Administration) Rules, 2014, the Annual Return of the Company for FY 2025-26 is avail¬
able on the website of the Company at: https://www.sircapaints.com/

33. Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame,
implement, and monitor the risk management plan for the Company. The Committee is respon¬
sible for reviewing the risk management plan and its effectiveness. The Company has Risk Man¬
agement Policy which can be accessed on Company's websitehttps://www.sircapaints.com/

34. Vigil Mechanism/Whistle Blower Policy

In order to provide a mechanism to employees of the company to disclose any unethical and
improper practices or any other alleged wrongful conduct in the Company and to prohibit mana¬
gerial personnel from taking any adverse action against those employees, the Company has laid
down a Vigil Mechanism also known as Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. The details of the Vigil Mechanism or Whistle Blower Policy is explained
in the Corporate Governance Report and also posted on the website of the Company.

35. Details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year

36. Significant and Material Orders

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

37. Particulars of Loans, Guarantees or Investments Made U/s 186 of the Act

The particulars of loans, guarantees and investments have been disclosed in the financial state¬
ments which forms part of this Annual Report.

38. Particulars of Contracts or Arrangements with Related Parties

The Company has always been committed to good corporate governance practices, including in
matters relating to Related Party Transactions (RPTs). Endeavour is consistently made to have
only arm's length transactions with all parties including Related Parties. The Board of Directors
of the Company had adopted the Related Party Transaction Policy regarding materiality of relat¬
ed party transactions and also on dealings with Related Parties in terms of Regulation 23 of the
Listing Regulations and Section 188 of the Act. The policy is available at the following weblink:
https://www.sircapaints.com/investors/#policies

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all con-
tracts/ arrangements/ transactions entered into by the Company with its related parties, during
the year under review, were in the ordinary course of business of the Company and on an arm's
length basis. Details of particulars of contracts or arrangements with related parties referred to
in sub-section (1) of Section 188 of the Act in form AOC-2 has been enclosed as Annexure-F to
the Directors' Report as required.

For details on Related Party Transactions, you may refer Notes to financial statements forming
part of this Annual Report.

39. Particulars of Employees

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Ap¬
pointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure-G
and forms part of this report.

Further, as required under the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of employ¬
ees are set out in Annexure-H and forms part of this report.

40. Conservation of Energy & Technology Absorption foreign exchange earnings
and outgo

Environmental sustainability is embedded in the Sirca Environmental policy which reflects that
the Company pursues the path of Industrial development in harmony with the environment. As
part of long-term sustainability, your Company ensures that the products, packaging and oper¬
ations are safe for employees, consumers, stakeholders and the environment. Your Company
ensures this with a focus on technologies, processes and improvements that matter for the
environment. As an organization, your Company is committed to the goal of sustainable and
inclusive growth.

The Company's manufacturing units are ISO 9001 quality management system, ISO 14001 Envi¬
ronment Management System, ISO 45001, Occupational Health and Safety.

The Company measures progress in energy management through various key indicators of
specific power consumption, specific fuel consumption, percentage outage, power cost, power
losses etc.

The information on conservation of energy, technology absorption and foreign exchange earn¬
ings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 are as follow:

? Conservation of Energy Measure Taken

The manufacturing units-I, II, III & IV of the Company have continued their efforts to reduce
their energy consumption.

1. Some of the key measures taken by all the manufacturing plants are as below:

• Use of Energy efficient motors for all new projects

• Pressure based pumping system for utility pumping

• Elimination of compressed air in packing for vacuum application

• Use of Energy Efficient aluminum Air piping solution to reduce friction losses

• LED lighting for all plants

• Utility using electric pallets to save fuel and run with the clean solar energy

• STP treated water reused for gardening/ toilet flushing

• ETP treated water reused for utility make-up

• Stripping water recycling in tanker cleaning

• Air Dust Collector to clean the environment inside factory

• Fume suction system to recover and remove the hazardous fumes from the factory envi¬
ronment.

• All the utilities are noise free pollution.

• Replacement of old motors and chillers with new and energy efficient ones.

2. Alternate Sources of Energy

• Replacement of high power consuming conventional lights with LED Lights.

? Technology Absorption

A. Research and Development (R&D)

1. Specific areas in which R&D carried out by the Company:

a) New products development in wood coating.

b) Anti-bacterial paint for interior wall application.

c) Development of direct to metal finishes for general industries

d) Collaborative work with academic institutions and vendors and customers

e) Competitor sample evaluation and benchmarking

f) Support to customers for smooth introduction of new shades & products on running pro¬
duction line

g) Innovative shade development & color forecasting for OEM industry

h) Training to customers on paint Technology & Application to upgrade knowledge & skill

i) Upgradation of processes for cycle time reduction and energy saving

j) High solid resin

2. Benefits derived out of the above work:

Development of new products for different applications.

i) Decorative Products:

• Polyester paint for interior-exterior application.

• Low-cost exterior with gloss, rich look and smoother finish.

• Economy exterior emulsion which is resistant to chalking, flaking, fading and
prevent fungi and algae growth.

• Quick drying, anti-rust, anti-yellowing durable coating system.

• Economical elastomeric base coat.
ii) Industrial products:

• Polyurethane coating with extended durability and weather ability.

• Mono coat polyurethane finish with higher productivity and energy savings for GI.

• Direct to metal finish for auto and GI sector.

• Moisture cured heat resistance coating for GI.

• High Solid Acrylic Polyol coatings for wood and metals.

•Glass coating development for decorative and industrial purpose
•Acrylic coating for decorative and industrials sector.

3. Future Plan of Action:

To develop new products based on advanced technology as per anticipated market need.
Special focus will continue towards developing safe and user-friendly products with superior

performance.

b) Technology Absorption, Adoption and Innovation:

i. Efforts, in brief, made towards technology absorption, adoption and innovation

During the year, the Company strengthened its technology absorption and innovation ini¬
tiatives by entering into a revised long-term agreement with Sirca S.p.A., Italy, extending
the collaboration until 2041. Under the arrangement, Sirca S.p.A. will transfer technical
know-how for the manufacture of high-quality, high-technology acrylic, UV and polyes¬
ter-based wood coating products in India, which were previously imported.

The technology transfer will enable the Company to indigenize the production of high-qual¬
ity, high-technology coatings, enhance manufacturing capabilities, improve product of¬
ferings, and reduce dependence on imports. The initiative is expected to provide greater
operational efficiency through better inventory management, improved working capital
utilization, enhanced supply chain flexibility, and stronger market competitiveness. This
collaboration reflects the Company's continued commitment towards technology absorp¬
tion, adoption of advanced manufacturing processes, and innovation-led growth.

ii. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduc¬
tion, product development, import substitution etc.

This strategic initiative will allow the Company to cut down on its import bill and inventory
days of finished goods, increase its manufacturing in India, and strengthen its operations.

? Foreign Exchange Earnings and Outgo

41. Prevention of Sexual Harassment at Workplace

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohi¬
bition and Redressal) Act, 2013 (“POSH Act"), the Company has adopted a “Policy on Appropri¬
ate Social Conduct at Workplace". The Policy is applicable for all employees of the organization,
which includes corporate office, manufacturing locations, branches, depots, etc. The Policy is
applicable to non-employees as well i.e. business associates, vendors, trainees etc.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the POSH Act to redress complaints received on sexual harassment as well as
other forms of verbal, physical, written or visual harassment.

During the year under review, the Company did not receive any complaints of sexual harassment
and no cases were filed under the POSH Act.

42. Transfer To Investor Education and Protection Fund

The Company was not required to transfer any amount to the Investor Education and Protection
Fund (IEPF) during the financial year under review.

43. Stock Options Plans

During the financial year under review the Company does not have any stock option plan in force

44. Human Resource Management

The Company believes in creating an enabling environment for employees to grow and con¬
tribute to its overall objective. The employees are provided with adequate learning and devel¬
opment opportunities to sharpen their skill set and drive the performance of the Company. The
Company engages with the employees across platforms to strengthen employee stickiness. As
on March 31, 2026, the Company has total strength of more than 800 employees.

45. Suspension of Securities of the Company

The securities of the Company have not been suspended from trading of the stock exchange.

46. Details of difference between amount of the Valuation done at the time of One
Time Settlement and the Valuation done while taking loans from the Banks or
Financial Institution along with the reasons thereof

There are no such events occurred during the period from April 01, 2025 to March 31, 2026, thus
no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

47. Deviation(s)/Variation(s) in Use of Proceeds from Objects Stated in Offer
Document

Pursuant to Regulation 32 of SEBI Listing Regulations, The Directors of the company confirm
that there has been no deviation(s) / variation(s) in the use of proceeds from the Objects stated
in the Prospectus for the FY 2025-26: No Deviation

48. Acknowledgment

The Board of Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review. The Boards of Directors also wish to place
on record its deep sense of appreciation for the committed services by the Company's execu¬
tives, staff and workers.

For and on behalf of the Board
Sirca Paints India Limited

Sd/- Sd/-

Place: New Delhi SANJAY AGARWAL APOORV AGARWAL

Date: 17.07.2026 DIN: 01302479 DIN: 01302537

Chairman cum Managing Director Joint Managing Director