True Colors Ltd Directors Report

To

The Members

TRUE COLORS LIMITED

Your directors have pleasure in presenting their 5^th Annual Report on the business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended on 31^st March, 2026.

BUSINESS OVERVIEW

True Colors Limited was incorporated in 2021 with the objective of business of import and distribution of digital textile printers and manufacturing and supplying of products related to digital textile printing industry. Our business model includes manufacturing as well as trading that covers the following three key pillars in the digital textile printing industry such as:

a) Machinery & Ink Supply (Import & Distribution): We import and distribute high-quality wide format digital textile inkjet printers from globally recognized brands such as KONICA MINOLTA, HOPETECH, ITTEN, PENGDA and SKYJET. Further we have signed dealership agreements with these brands. These printers are supplied to textile manufacturers, export houses and fabric dealers across India. By providing installation services, spare parts, and after-sales support, we serve as a reliable partner for businesses adopting digital textile printing. Additionally, we import and supply specialized digital textile printing inks that ensure vibrant and durable prints. Further our ink portfolio includes:

Sublimation Inks: Specially formulated for polyester fabrics, our sublimation inks are designed for transfer printing applications. These inks offer exceptional color brilliance, high penetration, and sharp detailing, ensuring vibrant and durable prints with excellent wash and rub fastness.

Reactive Inks: Used for direct printing on natural fibers such as cotton, viscose, and silk, our reactive inks deliver deep color saturation, excellent fixation, and superior color fastness. These inks are optimized for high-speed printing and consistent output across diverse fabric types.

Disperse Inks: Engineered for direct-to-fabric printing on polyester materials, our disperse inks enable rich color development and high-definition print results. These inks offer outstanding thermal stability and are suitable for both fashion and home textile applications.

b) Sublimation Paper Manufacturing & Supply: We have established an in-house sublimation paper manufacturing unit, a critical component in the digital textile printing process. This ensures consistent supply to our customers, quality control over printing materials and reduced dependency on third-party suppliers. Sublimation paper is a unique type of paper that is specifically designed for sublimation printing. Sublimation printing is a process where heat is used to transfer dye onto various materials, such as fabrics, ceramics, and metals.

c) Digital Textile Printing: We provide digital textile printing for customers who prefer to outsource their printing needs and in addition to it we have increased our scope to printed fabric supply. Hence, we offer:

Job-Work Printing: Printing on fabrics supplied by clients.

Printed Fabric Supply: Printing and supplying of custom- printed fabrics.

Digital textile printing, also known as direct-to-garment (DTG) or digital garment printing, is a modern technique that involves transferring a variety of digital images and designs directly onto textiles and garments using specialized or adapted inkjet technology. This method is particularly well-suited for producing high-resolution images, intricate patterns, detailed graphics, and smooth tonal transitions. It supports a broad spectrum of end- use applications, including fashion and apparel, home textiles, interior design, promotional and advertising materials, sportswear, activewear, accessories, industrial textiles, and home decor. Compared to traditional printing techniques, digital textile printing offers several advantages such as superior print quality, customization capabilities, operational flexibility, faster turnaround times, cost efficiency for small runs, reduced environmental impact, compatibility with diverse fabric types, consistent output, and enhanced access to international markets.

KEY DEVELOPMENTS IN FY 2025-26

IPO: On September 30, 2025, the Company successfully launched its Initial Public Offering (IPO), raising Rs 127.96 crore. The proceeds are being utilized for capital expenditure, debt repayment, and working capital requirements, thereby strengthening the financial position and enabling future expansion.

Acquisition: On December 01,2025, the Company approved to Scheme of Arrangement with the Inkia Inks Private Limited in its Board Meeting dated December 01, 2025 and BSE has sent its Observation letter dated May 16, 2026 on Scheme of Arrangement of True Colors Ltd with Inkia Inks Private Limited.

OUTLOOK

True Colors Limited is Indias only fully integrated digital printing ecosystem company, operating across machinery distribution, consumables manufacturing and digital print services.

The Companys compounding model converts every machine installation into a recurring ink and paper customer, building a high visibility recurring revenue architecture that scales with Indias digital printing adoption.

1. FINANCIAL YEAR 2025-26 AT GLANCE

Financial Results:

(Rs in lacs)

Particulars	For the year Ended March 31,2026	For the year Ended March 31,2025
Revenue from operations	30,154.74	23,336.55
Other income	49.62	68.69
Total revenue	30,204.36	23,405.24
Profit before exceptional items and tax	3,708.52	3,298.15
Less: Exceptional items and tax	10.64	53.24
Profit before tax	3,697.88	3,244.91
Less: Tax expenses	-	-
Current tax	765.94	756.51
Tax Adjustment on account of change in tax regime	(171.74)	-
Deferred Tax	(11.95)	65.88
Net Profit/(loss) after tax	3,115.63	2,422.52
Earnings per share (basic)	14.28	13.55

2. FINANCIAL PERFORMANCE OF THE COMPANY

During the year under preview, the Company has earned sales income Rs 30,154.74/- Lacs (Previous Year Rs 23,336.55 lacs) and other income Rs 49.62 lacs (Previous year Rs 68.69 lacs). The Total revenue Rs 30,204.36 lacs (Previous year Rs 23,405.24 lacs).

Profit before Tax (PBT) was Rs 3,697.88 lacs and Profit after Tax (PAT) was Rs 3,115.63 lacs (Previous year Rs 2,422.52 lacs).

3. DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view to the financial expansion and future growths perspective of the Company and Stakeholders, has decided that it would be prudent, not to recommend any Dividend for year under review. (Previous year NIL)

Note: Dividend Distribution Policy is not applicable to our Company.

4. TRANSFER TO RESERVES

Company has not transferred any amount from profit to general reserve.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholders.

6. CHANGE IN NATURE OF BUSINESS

During the financial year, there has been no change in the nature of business of the Company. However, after the completion of financial year 2025-26, the Company amended Clause III(A) (3) of its Memorandum of Association to expand the scope of its existing objects by specifically including the manufacturing, processing and dealing in various types of inks, allied chemical products, textile dyes, pigments, coatings, pre-treatment and post-treatment chemicals, along with textile printing machinery, spare parts and related ancillary materials.

The aforesaid amendment has been undertaken to facilitate the Companys proposed in-house manufacturing of inks and allied chemical products as part of its business expansion and backward integration strategy. This initiative is expected to strengthen the Companys manufacturing capabilities, enhance supply chain efficiency, reduce dependence on imports and external suppliers, improve quality control and support longterm operational growth.

The above amendment does not result in any change in the principal nature of business of the Company. The Company continues to be engaged in the business of manufacturing and trading of digital textile printing products and related solutions, and the amendment is intended solely to expand and strengthen its existing business operations.

7. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at Web link: https://truecolorsgroup.com/wp-content/uploads/2026/09/Annual-Return-2025-26.pdf

8. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs 10 Crore and Net Worth not exceeding Rs 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption i.e in point number (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

9. SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards,

i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

10. CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Sagarkumar Bipinbhai Mulani, Chief Financial Officer of the Company and Mr. Satishkumar Jayantibhai Panchani, Chief Executive

Officer of the Company for the year ended 31^st March, 2026 is attached herewith as “Annexure-I”.

11. DIRECTORS

Details Of Board Of Directors And Key Managerial Personnel

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

The Policy of the Company 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, is available on the Companys website www.truecolorsgroup.com.

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

As on date of this report, the Board of the Company comprises of Seven Directors out of which one is Managing Director, one is Chairman & Director, One is CFO & Executive Director, One is CEO & Executive Director and three are Non-Promoter NonExecutive Independent Directors. As on the date of this report, the Board comprises following Directors.

Name of the Director & Designation	Category & Nature of employment	Date of Appointment	No. of Directorship held in other companies in India	No. of committees of which Member(M)/ Chairman (C)	Board meeting attended	Attendance at the last AGM	No. of Shares held & % holding (of the Company)
Mr. Ashishkumar Durlbhbhai Mulani Chairman	Promoter Executive Director	09/10/2021	0		27	Yes	4228499 (17.15%)
Mr. Sanjay Raghubhai Desai Managing Director	Promoter Executive Director	09/10/2021	2	Member=1	24	Yes	4228499 (17.15%)
Mr. Sagarkumar Bipinbhai Mulani CFO & Director	Promoter Executive Director	19/02/2025	4	Member=1	22	Yes	4228499 (17.15%)
Mr. Satishkumar Jayantibhai Panchani CEO & Director	Promoter Executive Director	19/02/2025	1	Member=1	27	Yes	4232299 (17.17%)
Mr. Bhavesh Vinodchandra Singapuri	Non-Executive Independent Director	11/03/2025	0	Chairman=1 Member=1	12	Yes
Mr. Nanty Nalinbhai Shah	Non-Executive Independent Director	11/03/2025	0	Member=1	11	No	-
Ms. Charmi Soni	Non-Executive Independent Director	11/03/2025	0	Chairperson=1 Member=1	14	Yes	-

"Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

The Board of Directors and Key Managerial Personnels (KMPs) of the Companies in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

Name of Director	Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Ashishkumar Durlbhbhai Mulani	Chairman & Director	09.10.2021	19.02.2025	-
Mr. Sanjay Raghubhai Desai	Managing Director	09.10.2021	19.02.2025	-
Mr. Sagarkumar Bipinbhai Mulani	CFO & Executive Director	19.02.2025	-	-
Mr. Satishkumar Jayantibhai Panchani	CEO & Executive Director	19.02.2025	-	-
Mr. Bhavesh Vinodchandra Singapuri	Independent Director	11.03.2025	-	-
Mr. Nanty Nalinbhai Shah	Independent Director	11.03.2025	-	-
Ms. Charmi Soni	Independent Director	11.03.2025	-	-
Mr. Chrag Prakashchandra Hojiwala	Company Secretary and Compliance Officer	11-03-2025	-	31-03-2025
Ms. Javanika Gandharva	Company Secretary and Compliance Officer	05.04.2025	-	-

During the year under review none of the Directors have been disqualified under the various applicable provisions of Companies Act, or SEBI Act or SEBI (LODR) or any other applicable Acts.

Mr. Sanjay Raghubhai Desai (DIN: 08885162) is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment. Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company. The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard, of the person seeking re-appointment as Director are also provided in Notes to the Notice convening the 05^th Annual General meeting.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Declaration by the independent directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Three Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Act. All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy, apart from other Board business. The Board/Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Surat. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met Twenty-Eight times in financial year 2025-26. The details are as below:

Sr. No. Date of Meeting	Boards Strength	No. of Directors Present
1. 05.04.2025	07	06
2. 14.04.2025	07	06
3. 26.04.2025	07	04
4. 20.05.2025	07	04
5. 19.06.2025	07	03
6. 30.06.2025	07	07
7. 04.07.2025	07	06
8. 07.07.2025	07	05
9. 13.07.2025	07	07
10. 02.08.2025	07	04
11. 11.08.2025	07	04
12. 28.08.2025	07	05
13. 04.09.2025	07	03
14. 16.09.2025	07	06
15. 22.09.2025	07	04
16. 26.09.2025	07	05
17. 26.09.2025	07	05
18. 29.09.2025	07	05
19. 10.10.2025	07	04
20. 27.10.2025	07	03
21. 10.11.2025	07	06
22. 01.12.2025	07	06
23. 01.01.2026	07	04
24. 07.01.2026	07	04
25. 21.01.2026	07	05
26. 13.02.2026	07	04
27. 24.02.2026	07	05
28. 26.03.2026	07	07

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act:

> The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

> The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

> The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

BOARD INDEPENDENCE

‘Independence of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following NonExecutive Directors are Independent:

1) Mr. Bhavesh Vinodchandra Singapuri

2) Mr. Nanty Nalinbhai Shah

3) Mrs. Charmi Soni

Meeting of Independent Directors

The Companys independent directors meet at least once in a financial year without the presence of executive directors and management personnel to review the performance of NonIndependent Directors and Board as whole.

During the financial year 2025-26, Two (2) meetings of the Independent Directors was held on following date: 01.12.2025, 26.03.2026.

Attendance of the Directors at the Independent Directors Meetings held during the financial year is as under:

Name of Directors	Categories	No. of Meeting Attended
Mr. Bhavesh Vinodchandra Singapuri	Chairman	2
Mr. Nanty Nalinbhai Shah	Member	2
Ms. Charmi Soni	Member	2

Familiarization Program to Independent Directors

The Board has formulated a Familiarization Program for every newly appointed Directors of the Company. Such program enables the Independent Directors to understand about the operations and affairs of the Company. The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. They are familiarized with the Companys operation. A familiarization policy in this regard has been framed by the Company and hosted on the Companys Website at https://truecolorsgroup.com/wp-content/ uploads/2025/04/5.-Policy-on-Familiarization-Programme.pdf

Committees of the Board

There are currently four Committees of the Board, as under:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided here under:

1. Audit Committee

In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.

Broad Terms of Reference of the Audit Committee

The Audit Committee of True Colors Limited consists of One

(1) Executive Director and Two (2) Non-Executive Independent Directors of the Company. All the Directors have good understanding of Finance, Accounts and Law. The Audit Committee also advises the Management on the areas where internal control system can be improved.

The Compliance Officer of the Company acts as the Secretary to the Audit committee.

The terms of reference of Audit Committee of the Company are in accordance with Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 inter-alia, include the following:

The role of the audit committee shall include the following:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

I. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause I of sub-section 3 of section 134 of the Companies Act, 2013;

II. Changes, if any, in accounting policies and practices and reasons for the same;

III. Major accounting entries involving estimates based on the exercise of judgment by management;

IV. Significant adjustments made in the financial statements arising out of audit findings;

V. Compliance with listing and other legal requirements relating to financial statements;

VI. Disclosure of any related party transactions;

VII. modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/Prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditors independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors.

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

23. Reviewing the utilization of loans and/or advances from/ investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower.

24. Consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial information and results of operations;

b. Management letters/letters of internal control weaknesses issued by the statutory auditors;

c. Internal audit reports relating to internal control weaknesses; and

d. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

e. statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

Composition and attendance at Meetings

The Chairman of the Audit Committee is Mr. Bhavesh

Vinodchandra Singapuri.

The composition of Audit Committee and Attendance of the

Directors at the Audit Committee Meetings held during the financial year is as under:

Name of Directors	Categories	Nature of Directorship	No. of Meeting Attended
Mr. Bhavesh Vinodchandra Singapuri	Chairman	Independent Director	6
Mr. Nanty Nalinbhai Shah	Member	Independent Director	9
Mr. Sagarkumar Bipinbhai Mulani	Member	Executive Director	7

During the financial year 2025-26, Nine (9) meetings of Audit Committee were held on following dates: 05/04/2025, 14/04/2025, 30/06/2025, 04/07/2025, 07/07/2025,26/09/2025, 10/11/2025, 01/12/2025 and 13/02/2026.

2. Nomination and Remuneration Committee

Your Company constituted a Nomination & Remuneration Committee to look into the matters pertaining to remuneration of executive and non-executive directors.

The Board of Directors (‘the Board) of True Colors Limited (“the Company”) reviewed the charter of Nomination & Remuneration Committee.” The detailed Nomination & Remuneration Policy is uploaded on the website of the Company. The web link is https://truecolorsgroup.com/wp-content/uploads/2025/04/9.- NRC-Policy.pdf

Broad Terms of Reference of the Nomination & Remuneration Committee

The terms of reference of Nomination & Remuneration Committee of the Company are in accordance with Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Nomination & Remuneration Committee, inter-alia:

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees, evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director.

(2) formulation of criteria for evaluation of performance of independent directors and the board of directors.

(3) devising a policy on diversity of board of directors.

(4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

(6) recommend to the board, all remuneration, in whatever form, payable to senior management.

Composition of the Nomination & Remuneration Committee and attendance at Meetings:

The composition of Nomination & Remuneration Committee and

Attendance of the Directors at the Nomination & Remuneration

Committee Meetings held during the financial year is as under:

Name of Directors	Categories	Nature of Directorship	No. of Meeting Attended
Mr. Nanty Nalinbhai Shah	Chairman	Independent Director	1
Mr. Bhavesh Vinodchandra Singapuri	Member	Independent Director	1
Ms. Charmi Soni	Member	Independent Director	1

During the financial year 2025-26, One (1) meeting of the Nomination & Remuneration Committee were held on following dates: 05.04.2025

Remuneration Of Directors

During the financial year under review the company paid below mentioned remuneration or sitting fees to directors of the Company. The Remuneration paid is in commensuration to the efforts, expertise and time devoted by the director(s).

Name	Category	Remuneration/Sitting fees
Mr. Ashishkumar Durlbhbhai Mulani	Chairman and Director	Rs 75.39 Lacs
Mr. Sanjay Raghubhai Desai	Managing Director	Rs 75.39 Lacs
Mr. Sagarkumar Bipinbhai Mulani	CFO & Director	Rs 75.39 Lacs
Mr. Satishkumar Jayantibhai Panchani	CEO & Director	Rs 75.39 Lacs
Mr. Bhavesh Vinodchandra Singapuri	Independent Director	Rs 1.52 Lacs
Mr. Nanty Nalinbhai Shah	Independent Director	Rs 1.37 Lacs
Ms. Charmi Soni	Independent Director	Rs 1.12 Lacs

Remuneration Policy

The Company has adopted and implemented the Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the website of the Company www.truecolorsgroup.com.

The remuneration payable to Directors, Key Managerial Personnel and Senior Management Person will involve a balance between fixed and incentive pay reflecting short term and long-term performance objectives appropriate to the working of the Company and support in the achievement of Corporate Goals.

3. Stakeholders Relationship Committee (SRC)

Your Company has constituted a Stakeholders Relationship Committee (SRC) ("Stakeholders, Shareholders/Investors Grievance Committee") to redress the complaints of the shareholders.

The Stakeholders Relationship Committee (SRC) shall oversee all matters pertaining to investors of our Company. Ms. Charmi Soni (Non-Executive Independent Director) is heading the Committee.

Composition of the Stakeholders Relationship Committee (SRC) and attendance at Meetings:

The composition of Stakeholders Relationship Committee (SRC) and Attendance of the members at the Stakeholders Relationship Committee (SRC) Meetings held during the financial year is as under:

Name of Directors	Categories	Nature of Directorship	No. of Meeting Attended
Ms. Charmi Soni	Chairperson	Independent Director	1
Mr. Satishkumar Jayantibhai Panchani	Member	Independent Director	1
Mr. Sanjay Raghubhai Desai	Member	Independent Director	1

During the financial year 2025-26, One (1) meeting of Stakeholders Relationship Committee (SRC) were held on following dates: 10.11.2025

Name & Designation and address of the Compliance Officer

Ms. Javanika Gandharva

Company Secretary & Compliance Officer

True Colors Limited

True Colors House, P - 8, Gr Flr to 3^rd Flr, Somakanjini Wadi, Patel Line, Khatodara, Surat-395002, Gujarat, India.

Email ID: cs@truecolorsgroup.com

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; the details regarding investors complaints are as follows:

Complaints Redress System (SCORES)

SEBI administers a centralized web-based complaints redress system (SCORES). It enables investors to lodge and follow up complaints and track the status of redressal online on the website www.scores.gov.in. It also enables the market intermediaries and listed companies to receive the complaints from investors against them, redress such complaints and report complaints redressed. All the activities starting from lodging of a complaint till its disposal are carried online in an automated environment and the status of every complaint can be viewed online at any time. The Company has registered itself on SCORES and endeavors to resolve all investor complaints received through SCORES or otherwise within 15 days of the receipt of the complaint. During the year, one investor complaint had been received by the Company through SCORES.

Status of Complaints pending, received, disposed and unresolved:
Number of Shareholders Complaints Pending at the beginning of the year	Nil
Number of Shareholders Complaints received during the year	2
Number of Sharehold ers Complaints d isposed during the year	2
Number of Shareholders Complaints remain unresolved at the end of the year	Nil

General Body Meetings:

The details of Annual General Meetings held during the last three years are as follows:

Year	Day, Date & Time	Venue
2024-25	Saturday, August 25, 2025 at 03.30 pm	through Video Conferencing (VC)/ Other Audio Visual Means (OAVM)
2023-24	Monday, September 30, 2024 at 10.00 am	True Colors House, P-8, Gr Flr to 3rd Flr, Somakanjini Wadi, Patel Line, Khatodara, Surat-395002, Gujarat, India.
2022-23	Saturday, September 30, 2023 at 10.00 am	True Colors House, P-8, Gr Flr to 3rd Flr, Somakanjini Wadi, Patel Line, Khatodara, Surat-395002, Gujarat, India.

Means Of Communication

During the year, half-yearly and annual financial results of the Company were submitted to the stock exchanges immediately after the conclusion of the Board meetings.

The results were also sent to the Stock Exchange for general information and for putting on their website. The notice of the AGM was sent to the shareholders well in advance of the AGM. The gist of the notice is also published in English newspaper and Gujarati Newspaper. The Company regularly puts latest information and financial data on the website of the Company www.truecolorsgroup.com.

General Shareholder Information

Annual General Meeting

Date, Time, Venue	Wednesday, 30th September, 2026 at 11:30 AM through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”)
Financial Year	The Financial year of the Company is From April 1 to March 31 of the following year.

The Members/Proxies who intend to attend the meeting are requested to bring the Attendance slip sent herewith duly filed in to the meeting. The instrument appointing the proxy, in order to be effective, should be duly stamped, completed and signed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

Financial Calendar

Financial Reporting for the half year ended 30thSeptember, 2026	Within 45 days from end of half year
Financial Reporting for the half year/year ended 31stMarch, 2027	Within 60 days from end of half year/year

12. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

13. SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES

The Company does not have any subsidiary, Joint Venture and Associate Companies.

14. DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the “Directors Responsibility Statement” and confirm that:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2026 and of the profit of the Company for the Financial year ended March 31,2026;

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

d) that the annual accounts for the year ended March 31, 2026 have been prepared on a going concern basis;

e) that they had 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) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The details of transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as “Annexure-II”.

The policy on Related Party Transactions as approved by the Board is available on website of the company at https:// truecolorsgroup.com/wp-content/uploads/2025/04/10.-RPT- Policy.pdf

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Act. According to provision of Section 135 of Companies Act, 2013 the details of Corporate Social Responsibility is provided in “Annexure-III” which forms part of Directors Report.

17. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy

i. ) The steps taken or impact on conservation of energy

No major steps have been taken by the Company. However, the Company continues its endeavor to improve energy conservation and utilization.

ii. ) The steps taken by the Company for utilizing alternate sources of energy

The Company has continued its focus on energy conservation efforts through up-gradation of process with new technology. The technology installed by the Company has provided better results in quality and production and also reducing the overall cost of production and maintenance which effect production scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy running on renewable energy source.

iii.) The capital investment on energy conservation equipment: Nil

B. Technology absorption

i. ) The effort made towards technology absorption

Your Company has been very thoughtful in installing new technology to reduce the production cost, improve yield, enhance product endurance and strengthen finish. However, no new technology has been installed by the Company during the year and all existing technology has been fully absorbed.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution

The Company had installed such technology that improve productivity, quality and reduction in manual intervention and to enhance the quality and productivity. Improvement in manufacturing process helped the Company in managing production scheduling; & better & faster servicing of product for domestic as well as global market.

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. The details of technology imported: Not Applicable

b. The year of import: Not Applicable

c. Whether the technology has been fully absorbed: Not Applicable

iv. ) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable

v. ) The expenditure incurred on Research and Development:

Nil

C. Foreign Exchange Earnings & Expenditure

i.) Details of Foreign Exchange Earnings

(Rs in lacs)

Sr. No.	Particulars	F.Y. 2025-26	F.Y. 2024-25
1.	Exports of Goods calculated on F.O.B. basis	470.52	93.29

ii.) Details of Foreign Exchange Expenditure

(Rs in lacs)

Sr. No.	Particulars	F.Y. 2025-26	F.Y. 2024-25
1.	Import of Raw Material/Goods	9,020.15	6,286.91

18. PARTICULAR OF EMPOYEES AND RELATED DISLOSURES

The information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure-IV” to this report and form part of this Report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

19. AUDITORS Statutory Auditor

M/s. Lakhankiya & Dosi LLP, Chartered Accountants (Firm Registration No. 154114W) were appointed as Statutory Auditor of the Company for a term of 5 (Five) consecutive years, at the Extra Ordinary General Meeting held on 19^th February, 2025. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditor

M/s. Dali Shah & Associates, Chartered Accountant, Surat, has been internal Auditor of the Company for the Financial Year 2025-26. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a Half yearly Basis. The Scope of Internal audit is approved by the Audit Committee.

Secretarial Auditor

The Company has appointed M/s. CSA & Associates, Company Secretary, to conduct the secretarial audit of the Company for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2025-26 is annexed to this report as an "Annexure V".

Cost Auditor

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. B H Kevadiya & Co., Cost Accountants (Firm Registration No. 003946W) of the Company for FY2025-26. Your Company has re-appointed M/s. B H Kevadiya & Co., Cost Accountants (Firm Registration No. 003946W) to conduct audit of cost records of your Company for the year ended March 31, 2027. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY27 is provided in the Notice of the ensuing AGM. The cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by your Company.

Reporting of frauds by auditors

During the year under review, neither the Statutory Auditors, Internal Auditors, or the Secretarial Auditors have reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed by the Company or against your Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

20. INTERNAL FINANCIAL CONTROL

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The internal audit reports are reviewed by Audit Committee.

21. DEPOSITS

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

22. LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

The Loans, Guarantees and Investments mentioned in the notes to the Financial Statements are within the ambit of Section 186 of the Companies Act, 2013.

The company has not given any loans or guarantees or investments under section 186(4) of Companies Act, 2013.

23. MANAGEMENT DISUCUSSION AND ANALYSIS REPORT

As per the Regulation 34 of SEBI (Listing Obligations Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis Report of the financial condition of the Company under review, is annexed and forms an integral part of the Directors Report.

24. LISTING AT STOCK EXCHANGE

The Equity Shares of the Company were listed on the BSE Limited (Bombay Stock Exchange of India- SME Platform) since September 30, 2025. The Annual Listing Fee for the current year has been paid to the BSE Limited.

25. UTILIZATION OF IPO PROCEEDS

During Financial Year, Company had completed its Initial Public Offering ("IPO") 56,99,600 Equity Shares and offer for sale of 10,00,000 Equity Shares at price of Rs 10 Per Equity Share including Share Premium of Rs 181 Per Equity Share and raised fund of Rs 127,96,23,600/-.

Pursuant to the IPO, the equity shares of company have to get listed on the SME platform of BSE on 30^th September, 2025. The Company has utilised the money raised by way of Initial Public offer during the year for the purpose for which they were raised as under:

Sr. No.	Particulars	Modified Objects, if any	Original Allocation	Modified allocation, if any	Funds Utilized upto 31/03/2026	Total unutilized amount	Remarsks if any
1	Funding working capital requirements of our company	NA	48.90 Cr	NA	28.90 Cr.	20.00 Cr.	NA
2	Repayment/prepayment of all or certain of our borrowings availed of by our Company	NA	41.83 Cr	NA	41.83 Cr.	0	NA
3	General corporate purposes	NA	9.97 Cr.	NA	4.97 Cr.	5.00 Cr.	NA
	Total	-	100.70 Cr.	-	75.70 Cr.	25.00 Cr.	-

26. PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

27. DISCLOSURES Share Capital

The Companys Authorized Equity Capital as on March 31, 2026 was Rs 250,000,000 comprising of 25,000,000 Equity Shares of Rs 10/- each fully paid up.

During the year the company had come up with an Initial Public Offer of 56,99,600 Equity Shares and offer for sale of 10,00,000 Equity Shares at price of Rs 10 Per Equity Share including Share Premium of Rs 181 Per Equity Share and raised fund of Rs 127,96,23,600/- (Rupees One Hundred Twenty- Seven Crore Ninety-Six Lakhs Twenty-Three Thousand Six Hundred Only).

The Companys paid up Equity Capital as on March 31, 2026 was Rs 246,546,000 comprising of 24,654,600 Equity Shares of Rs 10/- each fully paid up.

The company has listed its equity shares on the BSE Limited on 30^th September, 2025.

Listing on Stock Exchange

The Equity Shares of the Company were listed on the BSE Limited (Bombay Stock Exchange Limited- SME Platform) since September 30, 2025. The Board of Directors of the Company, in their meeting held on March 1 3, 2025, had proposed the Listing of equity share of the Company on Bombay Stock Exchange Limited. The members of the Company, through Extra Ordinary General Meeting, on March 13, 2025 had also approved the proposed listing of equity shares of the Company on Bombay Stock Exchange Limited.

The BSE has granted listing approval for the Listing of equity shares of the company on BSE vide letter dated September 29, 2025 and the equity shares of the

Company are listed and traded on the BSE with effect from September 30, 2025.

The Company confirms that it has paid Annual Listing Fee for the Financial Year 2025-26 to the Bombay Stock Exchange Limited.

Stock Code of the Company

ISIN :	INE1LDV01015
Scrip Code :	Truecolors/544531
Type of Shares :	Equity Shares
No. of paid-up shares	246546000

Name of the Stock Exchange:

Bombay Stock Exchange Ltd. (On BSE SME platform)

Floor 25, P J Towers, Dalal Street, Mumbai - 400 001

Tel.: 022-22721234/33

Email: corp.comm@bseindia.com

Registrar and Share Transfer Agent M/s. Bigshare Services Private Limited

Office No. S6 - 2, 6^th Floor, Pinnacle Business Park,

Next to Ahura Centre, Mahakali Caves Road,

Andheri (East), Mumbai - 400093, Maharashtra, India Tel.: +91-22 6263 8200 E-mail: investor@bigshareonline.com Website: www.bigshareonline.com

Share Transfer System

The Companys shares are compulsorily traded in dematerialized mode. The dematerialized shares are transferable through the depository system. The power of share transfer has been delegated to the designated officials of Registrar & Transfer Agent of the Company, Bigshare Services Private Limited. The Registrar & Transfer Agent processes the share transfers within a period of fifteen days from the date of receipt of the transfer documents.

The Company has also carried out Quarterly Secretarial Audit for the reconciliation of Share Capital as required under SEBI circular no. 16 dated 31^st December, 2002.

Investor Helpdesk

Shareholders/Investors can also send their queries through e-mail to the Company at investorqrievance@truecolorsqroup.com. This designated e-mail has also been displayed on the Companys website www.truecolorsqroup.com under the section Investor contact.

Distribution of Shareholding

(as on 31^st March, 2026)

a. On the basis of Shares held

SHAREHOLDING OF NOMINAL	No. of Shareholders	% of Shareholders	SHARE AMOUNT	% of Shares
5001 to 10000	732	45.3121	4392000	1.7814
10001 to 20000	537	33.1686	7224000	2.9301
20001 to 30000	87	5.3737	2262000	0.9175
30001 to 40000	36	2.2236	1302000	0.5281
40001 to 50000	37	2.2854	1686000	0.6838
50001 to 100000	76	4.6943	5316930	2.1566
100001 to 9999999	114	7.0414	224363070	91.0025
TOTAL	1619	100.00	246546000	100.00

b. On the basis of Category

Sr. Description No.	No. of members		No. of shares
	Nos.	%	Nos.	%
Promoters Holding	-	-	-	-
Directors & Relatives	9	0.6009	16984048	68.8879
Bodies Corporate	-	-	-	-
Non-Promoter Holding	-	-	-	-
Institutions	-	-	-	-
Alternate Investment Funds	16	-	2076992	8.4244
Banks	1	-	26400	0.1071
Insurance Companies	1	-	28200	0.1144
Other Financial Institutions	1	-	5400	0.0219
Institutions (Foreign)	-	-	-	-
Foreign Portfolio Investors Category I	4	-	189000	0.7666
Non-Institutions	-	-	-	-
Resident Individual	1389	-	4315218	17.5026
HUF	82	-	244614	0.9922
NON-RESIDENT INDIANS (NRIs)	57	-	148200	0.6011
Foreign Individuals or NRI	-	-	-	-
Bodies Corporate	27	-	521328	2.1145
Non-Resident Indian Non Repatriable	-	-	-	-
Any other (clearing member)	4	-	115200	0.4673
Total:	1591	100.00	24654600	100.00

Change in Shareholders Details

In case you are holding your shares in dematerialized form (e.g. in electronic mode), communication regarding change in address, bank account details, change in nomination, dematerialization of your share certificates or other inquiries should be addressed to your DP where you have opened your Demat Account, quoting your client ID number. In case of physical holding of shares, any communication for change of any details should be addressed to Registrar & Share Transfer Agent of the Company, Bigshare Services Private Limited, as per address mentioned above.

Nomination Facility

It is in the interest of the shareholders to appoint nominee for their investments in the Company. Those members, who are holding shares in physical mode and have not appointed nominee or want to change the nomination, are requested to send us nomination form duly filed in and signed by all the joint holders.

Outstanding GDRS/ADRS/Warrants/Any Other Convertible Instruments

The Company does not have any outstanding instruments of the captioned type.

Details of Dividend

The Company has not declared dividend in the past.

Details of Unpaid Dividend

Since, the Company has not paid any dividend, in past years and so there is no unpaid dividend amount.

Plant and Factory Location: True Colors Limited	Address for Correspondence
Plot No. 44 & 51, Rajhans Zesto, Kalakachha Jalalpore (Near Palasana Cross Road) Navsari- 396415, Gujarat, India Tel: +91 9274335001 E-mail: info@truecolorsgroup.com Website: www.truecolorsgroup.com CIN: L17299GJ2021PLC126265	True Colors Limited True Colors House, P-8, Gr Flr to 3rd Flr Somakanjini Wadi, Patel Line, Khatodara, Surat-395002, Gujarat, India.

Vigil Mechanism & Whistle Blower Policy:

Your Company has established a vigil mechanism as pursuant Section 177(9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, to tackle the circumstances occurred in the organization such as fraud, misrepresentation etc. The vigil mechanism shall provide for adequate safeguards against victimization of Director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee.

The Company has also adopted a Vigil Mechanism/Whistle Blower Policy. The Policy was approved by the Board and same has been uploaded on the Companys website: https:// truecolorsgroup.com/wp-content/uploads/2026/05/3.-Whistle- Blower-Policy.pdf

Prevention of Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

number of complaints of sexual harassment received in the year 2025-26 = Nil

number of sexual harassment complaints disposed off during the year 2025-26 = Nil

number of sexual harassment cases pending for more than ninety days during the year 2025-26 = Nil

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at: https:// truecolorsgroup.com/wp-content/uploads/2025/04/14.-Policy- on-disclosures-and-Internal-Procedure-for-Prevention-of- Insider-Trading.pdf

Code of Conduct

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given in “Annexure VI”.

Monitoring Agency Report

Pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, the utilization of proceeds raised by the Company is being monitored by Crisil Ratings Limited. The Monitoring Agency has submitted its report for the relevant period, which was placed before the Board of Directors.

The Board has reviewed the report and notes that there are no deviations or variations in the utilization of the proceeds from the objects stated in the offer document/notice.

The Monitoring Agency Report has been submitted to the Stock Exchange(s) and is available on the Companys website.

Maternity Benefit Act 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

Insurance

The assets of your Company have been adequately insured.

28. MATERIAL ORDER PASSED BY THE COURT

The Company has not received any material order passed by the Court during the F.Y. 2025-26.

29. GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review.

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) There has been no one time settlement of loans taken from banks and financial institution.

ACKNOWLEDGEMENT

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 Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	By order of the Board of Directors
	For True Colors Limited
	Sd/-
	Sanjay Raghubhai Desai
Date: September 03, 2026	Managing Director
Place: Surat	DIN:08885162