Your Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial
year ended on 31st March, 2026.

Financial Results

Financial Performance

Highlights of the Standalone Results:

a.    Revenue from Operations for the year ended 31st March, 2026 was '10,420.1 Crore as against '10,169.2 Crore
in the corresponding last financial year, representing an increase of 2.5% over the corresponding period of last
financial year.

b.    EBITDA (excluding other income) for the year ended 31st March, 2026 was '1,686.6 Crore as against '1,674.1
Crore in the corresponding last financial year, representing an increase of 0.7% over the corresponding period of last
financial year.

c.    Net Profit for the financial year ended 31st March, 2026 was '1,095.7 Crore as against '1,077.5 Crore recorded in the
previous financial year, representing an increase of 1.7% over the corresponding period of last financial year.

Highlights of the Consolidated Results:

a.    Revenue from Operations for the year ended 31st March, 2026 was '11,880.3 Crore as against '11,544.7 Crore
in the corresponding last financial year, representing an increase of 2.9% over the corresponding period of last
financial year.

b.    EBITDA (excluding other income) for the year ended 31st March, 2026 was '1,833.3 Crore as against '1,856.1
Crore in the corresponding last financial year, representing a decline of 1.2% over the corresponding period of last
financial year.

c.    Net Profit for the year ended 31st March, 2026 was '1,128.0 Crore as against ' 1,182.8 Crore in the corresponding last
financial year, representing a decline of 4.6% over the corresponding period of last financial year.

The Board of Directors have recommended a dividend of '4.00 (400%) per equity share of '1.00 each fully paid up for the

financial year ended 31st March, 2026. Dividend is subject to approval of the shareholders.

Management Discussion
and Analysis

Industry Structure and
Development

The global growth remained resilient at
3.4% in 2025 (3.3% in 2024), amidst
several headwinds such as prolonged
geopolitical tensions, trade-related
uncertainty and higher debt levels which
were counterbalanced by tailwinds
like fiscal and monetary support,
accommodative financial conditions and
surging investment in technology. Global
inflation eased to 4.1% in 2025 from 5.8%
in the previous year, reflecting the impact
of softening energy prices, normalization
of supply chain constraints, even as core
and services inflation remained sticky.
The dis-inflationary process, however,
remained uneven across countries with
relative stickiness, in services inflation in
major advanced economies.

The world trade (goods and services
combined) volume growth, projected at
2.8% in 2026, remains slightly sensitive
to shifts in the geopolitical landscape,
and energy prices-driven inflation risks.
The evolving growth inflation dynamics,
particularly the resurgence of supply
shock-driven inflation risks in the
aftermath of the West Asia conflict, may
require central banks to carefully balance
the objective of containing inflation
against the need to minimize adverse
spillovers on growth, warranting cautious
calibration of monetary policy parts.

India remained the fastest growing major
economy, expanding at 7.6% during
2025-26 (7.1% a year ago), supported
by strong domestic consumption,
sustained investment, proactive policy
initiatives and sound macroeconomic
fundamentals. Inflation remained
distinctly low during major part of the
year. The financial sector remained

resilient on the back of healthy bank
and non-bank balance sheets, improved
asset quality and capital buffers, enabling
double-digit credit growth. On the fiscal
front, consolidation efforts continued
along with improvement in expenditure
quality and containment of revenue
expenditure. A modest Current Account
Deficit (CAD) and adequate forex reserves
provided resilience to the external sector
even as portfolio investment exhibited
net outflows.

India's Industrial sector continues to
display strong momentum despite
an evolving and challenging global
environment, supported by reforms in
infrastructure, logistics, ease of doing
business and innovation systems. The
next phase of industrialization will require
a calibrated shift from a model centered
mainly on import substitution towards
one focused on scale, competitiveness,
innovation and deeper integration of
various resources available.

The Paint Industry

The world paints and coatings market
size in 2026 is estimated at USD
192.46 Billion, growing from 2025
value of 185.74 Billion with 2031
projections showing USD 229.9 Billion,
growing at 3.62% CAGR over 2026¬
31. Steady demand from residential
construction, infrastructure upgrades
and sustainable product innovation
underpins this moderate expansion even
as raw material cost swing sharply and
environmental regulations tighten. Asia
pacific holds structural advantages.
Rapid urban migration, large scale
capital projects and expanding industrial
output collectively fuel Asia Pacific
regional consumption at a noticeably
faster rate than mature economies.
Across technologies, the migration to
low - VOC water - borne chemistries

remains the single most influential trend,
reinforced by government emission
caps and customer preference for
greener specifications. Simultaneously,
producers are digitizing color matching,
plant scheduling and quality control work
flows to mitigate any labor shortages and
compress time to market. Competitive
intensity is rising as the top dozen
players pursue targeted acquisitions
that create leaner portfolios and unlock
scale efficiencies in the global paints and
coatings industries.

For the Indian paints and coatings
industry, 2025 was a mixed bag. After
years of calm and status quo the
industry's equilibrium was disturbed
by the entry of a few deep - pocketed
domestic entrants and the acquisition
of Akzo Nobel's business by one of
these newcomers.

2025 was marked with muted growth
for the Indian paints and coatings
industry, which faced multiple head
-winds, leading to slower growth in the
architectural segment. Robust growth
in the automotive sub-segment was
not sufficient to elevate the numbers for
the overall paints and coatings industry.
Almost all the major paint companies
reported modest growth numbers in their
successive quarterly financial results.

The extended monsoon season which
impeded construction activities, had
an adverse impact on the demand in
architectural coating sub-segment which
accounts for nearly 70% of the overall
coatings market.

On the positive side, for the major part of
FY26, there was a significant reduction
in the input / raw material cost and the
annual average price of crude oil was
the lowest since 2020 though the same
was badly hit due to the geopolitical
tension and war in the middle east during
February and March 2026.

Company Operations

FY 2025-26 was shaped by three
converging headwinds. Consumption
growth was visibly subdued, particularly
in the first half of the financial year, as
urban spending remained muted and
home improvement decisions were
deferred. An extended monsoon,
commencing as early as mid-May and
persisting through the third week of
October, a full month longer than the
usual, translated directly into channel
inventory build-up, trade network
stress, and postponement of painting
activity. The competitive landscape
intensified, with new entrants who
are well-capitalised and continued
regional brand aggression adding to the
headwinds for growth. A price reduction
of approximately 2% - 2.5% taken in
certain product categories in the prior
year also continued to weigh on the
value growth.

Your Company, despite various
challenges during financial year
2025-26 achieved a volume growth of
7.7%. Revenue from Operations on a

consolidated basis stood at '11,880.25
crores, reflecting growth of 2.9% y-o-y.
We held EBITDA margins broadly in line
with FY 2024-25, through disciplined
cost management across the business.
The quality of our Balance Sheet
remained a source of strength, and we
closed FY 2025-26 net cash-positive,
with zero long-term debt.

Like every year, the Company has
introduced a range of innovative
products designed to address evolving
consumer needs and strengthen its
competitiveness in the market. A brief
overview of some of the key product
launches are provided below:

HomeShield Roof Kool & Seal PU

is an advanced and upgraded version
of Roof Kool & Seal, which was first
introduced in FY 2024-25. Uniquely
positioned to offer the dual benefits
of waterproofing and heat reduction,
the new variant is enhanced with PU
technology, delivering long-lasting
protection of up to 15 years. The
one-component PU-modified liquid
waterproofing membrane forms a
seamless, highly flexible barrier capable
of bridging cracks. In addition to superior
waterproofing performance, the product
offers infrared ray reflection, anti-microbial
protection, and excellent dirt pick-up
resistance, making it ideal for long-term
roof and terrace applications. With its
strong value proposition, the range is
well-positioned in the waterproofing
solutions segment, and your Company
is confident of achieving even stronger
growths in the coming financial year.

A new introduction in the value for
money waterproofing solutions is
HomeShield Damp Shield. A damp¬
proofing solution designed to protect
walls and other substrates affected by
moisture ingress, dampness and water
seepage. Formulated with special-
grade pigments and microfibers, it
forms a tough protective film on the
substrate, effectively preventing damp-
related damage and extending the life
of the overall paint system and topcoat.
With its strong performance and
affordable positioning, HomeShield
Damp Shield offers consumers a
reliable and cost-effective solution for
damp-proofing applications.

Kolor Plus has been introduced to
address a long-standing gap in the
Company's interior emulsions portfolio.
Positioned as a bridge offering between
the economy emulsion range and the
super-premium offering (Easy Clean),
the product will offer consumers with
an attractive proposition of performance
and value. Engineering with European
technology, Kolor Plus comes with unique
Colour Guard Technology that offers
superior color retention and excellent
one-coat hiding. With its best-in-class
coverage and opacity the product gives
interior walls a beautiful smooth finish
and makes it a compelling choice in the
mid-premium interior segment.

Another addition to the portfolio is
the introduction of Metallics range
- Water based & Solvent based.

While metallic finishes cater to a niche
segment, they continue to witness
steady consumer demand owing to
their premium aesthetic appeal. The
water-based Metallics range, introduced
under the Silk brand, is formulated with
weather-resistant pigments and delivers
excellent performance on both interior
and exterior surfaces. The solvent-
based Metallics range, launched under
the Luxol brand, is powered by specially
designed proprietary PU resins that
provide superior durability and long-
lasting sheen retention. Designed for
versatile applications, the Metallics range
offers consumers an attractive solution
for creating distinctive and premium
decorative finishes.

Bison Plaster Shield is a

polymer-enriched, white cement-based
whitewash developed to address the
increasing use of coarse M-sand and
pit sand in plastering, which leaves
surface pores that affect paint finish.
Traditional solutions such as putty slurry,
low-quality cement paint/lime wash, or
direct primer application result in issues
like poor durability, higher labor costs,
uneven surfaces, and excessive primer
consumption. Bison Plaster Shield
fills plaster pores, creates a smoother
surface for primer application, improves
opacity and finish, provides strong
adhesion, reduces primer and topcoat
consumption, and saves time and cost.

Express Painting: FY 2025-26 has
been a defining year for Berger Express
Painting (XP), where resilience met scale
and systems translated into sustainable
growth. The business demonstrated
strong structural capability, deeper
market penetration, and improved
contractor productivity.

Today, Berger Express Painting (XP)
stands as a strong, scalable & dependable
service    ecosystem —positioning    XP

as a dependable and growth-ready
service engine.

Highlights 2025-26

•    33,000+ customers served
across India

•    Customer feedback with

4 plus CSAT score out of 5.

Complaint Management:    The

introduction of the updated Complaint
Management System (CMS) in
FY 2025-26 marks a significant step
toward strengthening Berger Express
Painting's service backbone. Designed to
enhance responsiveness, accountability,
and customer satisfaction, the system
reinforces our commitment to delivering
superior and reliable painting experience.

The CMS has been built as a robust,
scalable framework capable of handling
increasing service volumes while
ensuring consistent resolution quality.

Key Highlights

•    Centralized Complaint Tracking:

A unified platform ensuring all
customer complaints are logged,
tracked, and resolved systematically
- eliminating gaps and delays.

•    Improved Turnaround Time (TAT):
Faster complaint resolution through
structured workflows and defined
decentralized accountability at
each stage.

•    Enhanced Visibility & Control: Real¬
time interaction with stakeholders
during the work-in-progress stage
that enables proactive intervention
and better governance.

•    Standardized Resolution Protocols:

Defined SOPs ensure consistency in
handling complaints across markets
and contractors.

• Integration with XP Ecosystem:

Seamless linkage with lead lifecycle,
job execution, and contractor
performance—creating a closed-
loop system.

We at Berger have introduced the
‘iTrain program’ as a CSR initiative

towards skilling and up-skilling of
painters through extensive training
programs spread across the country.
This program is aimed at equipping
painters with innovative products and
processes of painting resulting in better
customer experience while improving
the quality of life of those trained in
these academies. To reach the far-flung
areas and aspirational districts in India,
the mobile iTrain program is being run
by a reputed NGO, Smile Foundation
as an implementing partner on behalf
of the Company. The results have been
extremely encouraging since partnering
with Smile Foundation has brought
in more efficiency into the program.
Traditionally, painting has been a male
dominated profession, though your
Company is committed to empowering
women in the industry by providing them
with requisite training and vocational
skills so that they take up painting as a
profession. You may be happy to learn
that quite a few success stories have
already surfaced wherein women are
seen to be performing extremely well.

Your Company remains the 2nd largest
player in the decorative paints

business in India with an extensive array
of not only innovative and differentiated
products, but also advanced services
aimed at improving the painting
experience for consumers. Your
Company continued to grow despite
a difficult economic scenario, in the
financial year 2025-2026, the extended
monsoons, impact of new players in the
paint industry, price & supply disruptions

caused due to the war in the middle east
and the state elections in the east had
a hand in disturbing business sentiment.
This led to the luxury category remaining
impacted with less than expected
growth, the premium emulsion segment
saw impressive improvement in Anti
Dustt and the new product launch of
Kolor Plus also saw good traction.
Other new introductions, including
the metallic finishes in emulsions and
enamel saw significant acceptance
from the market and should continue
to add value in the coming months.
The economy segment remained
under pressure from competitive activity
but continued to grow. HomeShield
continued to perform well followed by
the Wood Coating segment and in similar
fashion your Company continued to
perform well in the Distributor category,
Prolinks, Stores and IDEA segments.

The effort on the part of the Company
towards protecting its network was
successful on two fronts - protecting
the Gold Card dealers through a
combination of improved servicing
& strong relationship management
delivered dividends here. The network
expansion drive was also very successful
with the highest ever network expansion
taking place with the installation of
color bank machines. Your Company
will continue these efforts while adding
steps to improve productivity in the
months ahead.

Your Company remains the thought
leader and industry benchmark in
Applicator Loyalty programs and has
added a number of Key Contractors and
Master Painters to the program who are
key to your Company’s success. The
level of incentives given to painters and
contractors by your Company is lucrative
and easy to redeem. With digitization of
reward systems, the mode of redemption

has become faster and simpler. The
ERP & CRM modules integrated with
business processes are already making
a difference and due to your Company’s
digitization readiness, it is well positioned
to reap the benefits of technology.

Your Company’s ‘Shop In Shop’
concept is unique and has started to
give good dividends and is expected
to continue over the coming years.
With an eye to expanding the network,
engaging with dealers, distributors,
key contractors etc., your Company
is well positioned to not only hold
their position versus competition but
progress. Backed up by a motivated
team, innovative products, supportive
dealer and applicator networks and the
trust and legacy of over 100 years of
performance, your Company is poised
to grow in the decorative paints segment
over the coming years.

Prolinks performance, a key focus
area especially in a growing economy
is being enhanced with the addition
of an innovative key account program
to improve both performance and
productivity going forward.

Berger HomeShield, since its inception
in 2017, has become one of the main
growth drivers for the Company. In
FY 2025-2026, Berger HomeShield
maintained its growth curve and
enhanced its position as an eminent
player in the field of construction
chemicals and waterproofing. In the
construction chemicals category,
Berger along with its subsidiary
Company STP Ltd. is now a fast¬
growing No. 3 that is rapidly climbing
the ranks.

Protecton: Protecton, the protective
coatings division of Berger Paints
India Limited, is the market leader
in protective coatings in India.

Engineered for the most demanding
operating environments — oil refineries,
chemical plants, power installations,
railways, coastal bridges, airports, and
nuclear facilities — Protecton delivers
bespoke, technologically advanced
solutions that guarantee durability,
corrosion resistance, and extended
asset life. In an era where the cost of
premature asset failure is measured not
just in rupees but in notional productivity,
Protecton’s value proposition remains
strategically relevant.

Protecton has sustained an impressive
15% CAGR since FY 2020-21. This
trajectory is guided by the GITA framework
- Growth through market depth and
new segments; Innovation and Infra,
leveraging India’s historic infrastructure
investment cycle; Technology and
Transformation, embedding next-
generation coating science into
every solution; and Acceleration
through Atmanirbharta, ensuring that
world-class protective coatings
are conceived, engineered, and
manufactured on Indian soil.

The standout innovation is BERCHAR
WB70 — Protecton’s indigenously
developed water-based intumescent
coating for passive fire protection of
critical structures. In a market long
dependent on imported fire protection
systems, BERCHAR WB70 is a
definitive Make in India breakthrough.
Public structures like Airports which are
vast public spaces where passive fire
protection is not merely a regulatory
requirement but a moral obligation to
the millions of passengers who transit
through these facilities every day. With
BERCHAR WB70, India no longer
needs to look beyond its borders for a
world-class intumescent solution — one
that is made here, tested here, and
trusted here.

Protecton's project credentials continue
to span the length and breadth of India's
infrastructure story — the New Pamban
Railway Bridge, the Chenab Rail Bridge,
Yashobhoomi, Chennai and Bengaluru
Airports, IOCL Paradeep and Numaligarh
Refineries, the Delhi-Meerut RRTS, and
many more. Each credential is proof
that when India builds the extraordinary,
Protecton protects it.

India's twin commitments — Viksit
Bharat@2047 and Net Zero by 2070
— demand that every rupee invested in
infrastructure yield the maximum possible
lifespan. Durability is not peripheral to
sustainability; it is foundational to it.
Every additional decade of corrosion-
free life for a bridge, a refinery, or an
airport structure represents enormous
savings in embodied carbon, avoided
reconstruction, and preserved natural
resources. In parallel, Protecton is
accelerating its commitment to low-VOC
and zero-VOC formulations. BERCHAR
WB70 is water-based by design.
Products like wet surface epoxy coatings
and solventless chemical-resistant tank
linings reflect the same ethos. Sustainable
coatings must begin at the plant, not
just at the point of application — and
Protecton's manufacturing processes
are being continuously optimized for
lower waste, reduced solvent use, and
cleaner production.

Viksit Bharat is being built at a speed that
demands supply chain certainty. Berger
Paints India's large, distributed, and
modernised manufacturing infrastructure
gives Protecton the ability to scale
supply rapidly, innovate formulations,
and deliver indigenously manufactured
solutions — without the lead-time
vulnerabilities of import dependence.
This is Atmanirbharta in its most practical
form: not just a philosophy, but a supply
chain reality that enables India to build
faster, safer, and greener.

Automotive Coatings

Berger, together with Berger Nippon
Paint Automotive Coatings Pvt.
Ltd.—the joint venture between
Berger and Nippon Paint Automotive
Coatings Co., Ltd.,    Japan —

continues to hold a position in Top
3 in the Indian automotive coatings
market.

During FY 2025-26, the Automotive
Division delivered healthy value growth
and EBITDA expansion. Notably, the
Division achieved its highest-ever
EBITDA-to-sales ratio, surpassing even
the previous year's record, reflecting
sustained operational excellence and an
enhanced product mix.

During the year, the Company
successfully introduced the
next-generation tin-free Cathodic
Electro Deposition (CED) technology
across major commercial vehicle
OEMs, reinforcing its commitment
to environmentally responsible and
advanced coating solutions. The
Direct-to-Metal (DTM) coating system
also received approval from leading
OEMs in the construction equipment
segment, further strengthening
the Company's position in this
high-growth market.

In the two-wheeler and electric vehicle
(2W/EV) segment, the Company
introduced an innovative Monocoat
System for OEM applications, offering
improved process efficiencies and cost
benefits. Additionally, polyurethane
(PU)-based coating technology was
successfully introduced for OEM tractor
production lines. These developments
underscore the Company's strong
research and development capabilities,
enabling the commercialization of
differentiated, value-engineered products
that deliver both performance and
cost advantages.

General Industrial (GI) Coatings

In the General Industrial (GI)
segment, Berger, along with its
wholly owned subsidiary SBL
Specialty Coatings Pvt. Ltd.,
continues to maintain a leadership
position in the Indian market.

Although overall industry growth during
FY 2025-26 remained moderate,
resulting in a challenging business
environment, the Company made
significant strategic advances across
key segments. Notable progress was
achieved in the rapidly expanding electric
rickshaw (E-rickshaw) market, while the
successful introduction of new metallic
shades strengthened the Company's
presence in the ceiling fan industry.

The dealer distribution network
witnessed substantial expansion during
the year, with nearly 60% of total sales
being generated through the dealer
channel, highlighting the effectiveness of
the Company’s market outreach strategy.

Driven by continuous innovation, the
Company also introduced Internal Food-
Grade Clear Coatings for mild steel (MS)
barrels. These specialized coatings
render the barrels chemically inert,
minimizing the risk of contamination
and making them suitable for the safe
storage and transportation of food and
beverage products, in compliance with
stringent industry requirements.

Powder Coatings

During FY 2025-26, the Company's
Powder Coatings business maintained
a disciplined focus on profitability
while pursuing sustainable growth.
Strategic price rationalization measures
were implemented to enhance value
realization, which initially impacted sales

volumes but contributed positively to
overall profitability.

The Company secured a strong business
position with two of India's largest air-
conditioner manufacturers, reinforcing
its presence in the consumer durables
segment. It also established itself as a key
supplier to one of the country's leading
earthmoving equipment manufacturers,
further expanding its footprint in the
heavy engineering sector.

In the defence sector, the Company
commenced supplies of powder coating
solutions for ammunition storage boxes,
meeting the stringent performance and
durability requirements applicable to
defence applications.

The Company also launched
Soft-Feel Powder Coatings, engineered
for decorative applications such as
bottles, household appliances, office
furniture, and similar products. These
advanced coatings impart a premium
velvety, rubber-like or leather-like tactile
finish, significantly enhancing the
aesthetic appeal and user experience of
coated components.

Furthermore, the Company expanded
into the architectural coatings
segment by commencing supplies for
aluminium channels used in modern
building applications.

As part of its continued product
innovation efforts, the Company
developed a high-performance heat-
resistant powder coating capable of
withstanding temperatures of up to
650-700°C. The product is ideally
suited for demanding applications such
as automotive mufflers, stove tops,
barbecue grills, and other components
requiring exceptional thermal resistance.

Research and Development
(R&D):

Built to withstand. Ready to grow.
Our R&D strategy and initiatives are
built based on this. Research and
Development pipeline is skillfully
designed to support existing business
as well as to meet anticipated customer
needs for future.

With more than 100 years of experience
and capable R&D resources, we
are agile enough to respond to any
development needs and to withstand
market threats quickly. Over the years,
we have engineered a diverse portfolio
of differentiated products across both
architectural and industrial segments,
each designed to perform under the most
demanding situation. Our coatings are
not only formulated to endure extreme
weather, corrosion, and wear, but also
to adapt to meet evolving aesthetics,
environmental, and functional needs.

This dual focus has allowed us to stay
ahead of the market. Backed by deep
technical expertise and a strong culture
of innovation, our teams continuously
push boundaries to set the benchmark
and develop smarter formulations
with application efficiency, and low
environmental impacts. Development
of new products with special features
is done backed by the deeper
understanding of the need gap of the
market and technological advancement
in the area. This helps us to grow the
business ahead of the competition.
Our commitment to innovation and
experimentation has helped us to come
out with many products with first mover's
advantage which became the market
benchmark over time.

As industries and infrastructures evolve,
we remain prepared — not just to
respond, but to lead by creating solutions
which are robust enough to withstand
and to provide opportunities for growth.

Information Technology:

FY 2025-26 was a year of strengthening
your Company's digital foundation
while sealing capabilities that directly
enable business growth resonating
our organization's ethos of
‘Built to Withstand. Ready to Grow'.
Your Company's technology initiatives
focused on building resilience across
infrastructure, data and cyber security;
standardizing and digitizing core
enterprise processes; and accelerating
responsible adoption of AI and Cloud
to improve productivity, speed of
execution and decision-making across
the organization.

Built to Withstand (Resilience &
Controls): Your Company deployed
Oracle Audit Vault and Database Firewall
(AVDF) on Oracle cloud infrastructure to
strengthen protection and auditability
of critical databases through real time
activity monitoring and comprehensive
audit trails; expanded defense - in depth
courage across 3800 plus end points;
and maintained strong IT general control
and governance. While MDR (Managed
Detection and Response), EDR (Endpoint
Detection and Response), ensures the
data at rest in our enterprise grade data
center. The ZTA (Zero Trust Architecture)
ensures the encrypted data transmission
over secured point to point tunnel to take
care of security aspects of data in transit.

Modern Infrastructure, Higher
Readiness: Your Company completed
a major data center refresh with all¬
flash storage and migration to Nutanix
AHV hyper converged infrastructure,
improving performance, reducing
complexity and enhancing disaster
recovery readiness for production work
loads. We have hosted over 173 plus
applications to cater to 150 plus locations
and over 3500 plus users. By leveraging

latest technology of IT infrastructure
Elastic Scaling in intelligent snapshots,
Golden Backups. We have transformed
Berger Paints into a high cyber and data
resilient enterprise.

Ready to Grow (Digitization that

Scales): Delivered enterprise platforms
that strengthen, commercial and supply
chain execution - sales force for unified
customer and sales visibility; PAN DO
for pan - India logistics digitization
continues to contribute to freight cost
reduction and Happay for policy -
complaint spend governance enabling
faster reimbursement cycles with robust
audit trails. Warehouse management
system implementation over 47 locations
in last fiscal added to our journey
of WMS implementation leading to
implementation in 142 locations including
132 warehouses and 10 plants which
ensures optimal inventory management.
By introducing the concept of VID (Virtual
ID), we have streamlined the collection
process with completely automated
process of collection and easy
reconciliation. Laboratory Information
Management System (LIMS) ensures the
laboratory data stored in a secured way
of posterity.

We are also one of the early adopters of
AI in paint industry. We use AI extensively
to secure our ecosystem and strengthen
our security posture. We use AI in all
possible businesses and functions
including sales and marketing, supply
chain, human resources, manufacturing,
finance and IT.

Recognition of Execution Excellence:

We received the Oracle excellence
awards 2026 (APAC and Japan)
reinforcing our strength of transformation
outcomes and delivery discipline.

Going forward, we will continue
to harden the security and data

protection posture (DLP, MDM, zero
trust and identity controls), modernized
operations through AIOps, and deepen
enterprise digitalization and analysis.
The roadmap ensures that our digital
ecosystem remains resilient under
uncertainty while staying ready to scale -
supporting sustainable growth, stronger
governance and superior customer and
employee experiences.

Materials, Supply Chain &
Logistics:

The procurement landscapes remain
challenging throughout the year since
initially at the beginning of the financial
year there were demand side issues.
There was a very big change in product
mix. The premium paint products were
not getting sold while the economy
categories were getting sold the most.
Chances of working capital getting stuck
was a new challenge for us. In spite of the
above your Company ended the financial
year with 30 days holding period. Your
Company's logistics platform O9
has been a major contributor to the
Company's business growth. Lately,
with the implementation of a transport
management system (PAN DO), we
have been able to rationalise our cost of
transportation and also save time.

Digital:

Digital marketing for your Company is
business embedded lever. There are 3
key objectives:

1.    To drive growth and sales by
generating leads and e-commerce,

2.    Driving efficiency,

3.    Driving experience.

Artificial Intelligence (AI) has been a
crucial lever as part of digital. Your
Company has a clear road map for

AI. The use of Google, Meta, Amazon
and Sales Force as part of digital to
reach the customers and offer them
better experience helps in growth of
Company's business as also, improves
customer experience. Different digital
platforms for Dealers, Painters helps the
Company to convert leads into business
through digitization. We also focus on
long-term gains aiming at more sales
and converting leads into customers. In
Digital, if you are not agile, you will not
be able to create any impact and that
will result in loss of opportunity. Initially
Digital used to be a support function,
but now Digital has become an enabler.
Digital has to partner with business
and keep pace with the requirement
of the consumer. Your Company's My
Colour app has now been launched for
exterior finishes as well and has created
a big impact in the market. The popular
social media platforms like LinkedIn and
Instagram have also been popular and
benefited the Company to grow in terms
of visibility and business.

Manufacturing & EHS:

In a year marked by climatic uncertainties,
input cost volatility and evolving demand
patterns, Berger Paints' manufacturing
network demonstrated strong resilience-
truly reflecting the theme “Built to
Withstand. Ready to Grow.” Anchored
in process discipline, agile capacity
utilisation and an uncompromising focus
on quality and service, the Company
delivered its highest-ever production
and dispatch volumes while managing
increasing scale and complexity.

Staying true to its “Business First”
commitment outlined at the beginning
of the year, the manufacturing function
remained sharply aligned to market
requirements, with enhanced focus
on SKU availability and service

levels. This was achieved despite
a significant increase in product
complexity driven by new and
differentiated offerings, reinforcing the
Company's ability to balance variety
with operational efficiency.

Despite external challenges, the
manufacturing team sustained its
focus on improving cost per unit
through enhanced productivity, tighter
operational controls, and better asset
utilisation. Building on last year's
momentum, initiatives such as Harmony
G and integrated planning interventions
enabled improved throughput, flexibility
and responsiveness across plants.

The Company's commitment to
sustainability and responsible
manufacturing remained a defining pillar.
Accelerated adoption of renewable
energy, increased use of alternative fuels
such as bio-briquettes, and expansion
of rainwater harvesting significantly
reduced environmental footprint.
Flagship initiatives including the “Clean
to Green” solvent recovery program,
‘Project Ushma,' ‘Project Uthan,' and
Harmony-R further strengthened energy
efficiency and resource optimisation.
Water stewardship and circularity
programs under ‘Project Jal' and
‘Project Sanchayan' were expanded
across locations, reinforcing long-term
resource resilience. These sustained
efforts and a structured ESG approach
have been recognised with Berger Paints
securing the No. 1 position in the NSE
Sustainability Index within the Indian
paints industry.

Strategic capacity augmentation
continued with expansions at
Hindupur, VVN and Sandila, alongside
strengthening of storage, plant
integration systems and in-house
logistics optimisation—enabling faster

market responsiveness and improved
supply reliability.    Automation and

digitalisation across planning, production
and quality assurance enhanced visibility,
decision-making speed and process
consistency, supporting scalable and
future-ready operations.

Operational excellence programs
focused on process harmonisation, cycle
time reduction and energy efficiency were
further deepened, delivering measurable
improvements in productivity and cost
performance. These efforts reflect a
manufacturing system that is increasingly
integrated, responsive and aligned to the
Company's growth ambitions.

On the front of Environment, Health
& Safety (EHS) front, the Company
continued to build a proactive and
people-centric safety culture. Initiatives
such as “Power to Stop,” structured
reporting of near misses and unsafe
conditions, and experiential learning
through ‘Danger Experience Labs'
strengthened workforce awareness and
engagement. Continued emphasis on
behavioural safety and robust contractor
safety practices ensured high safety
standards across all operations. At the
same time, initiatives like ‘Stree Shakti'
continued to advance diversity and
inclusion on the shop floor.

Overall, the manufacturing function has
evolved into a resilient, agile and future-
ready engine—capable of withstanding
external pressures while remaining firmly
positioned to support the Company's
next phase of growth.

Your Company’s iconic Corporate
Head Quarters at Newtown, Kolkata
has been awarded the LEED
Platinum certification - a significant
global sustainability milestone - by
USGBC (U.S. Green Building Council),
an international certifying body. LEED

Platinum is the highest and most
exclusive tier of certification, achieved
by only a limited number of corporate
infrastructure projects worldwide. The
milestone places our Corporate Head
Quarters amongst a select group of
workplaces that exemplify excellence
in energy efficiency, water stewardship,
quality and sustainable design.

Focus and Outlook for
2026-2027

Geopolitical risks has re-emerged as
the dominant drag on global growth in
2026. The adverse impact of outbreak of
the conflict in West Asia in end February
2026 is reflected in the forecasts of global
growth and inflation. In IMF's baseline
scenario assuming that the war will have
limited duration, intensity and scope,
such that the disruptions will fade by mid-
2026, the global economy is projected to
grow by 3.1% in 2026 (as against earlier
projection of 3.3% in January 2026),
while global merchandise and services
trade volume is expected to decelerate
to 2.8% in 2026. Further intensification of
the conflict, its prolongation or widening

geographical spread, if any, remained
the key downside risks to the global
economic outlook.

With continued geopolitical tension,
inflation faces upside risks. The surging
energy prices and disruptions in key
shipping routes could intensify supply-
side pressures. The global inflation
is projected higher at 4.4% in 2026
than the earlier projection of 3.8% in
January 2026. Financial markets may
exhibit higher volatility with tighter
macro-economic conditions and
broader risk-off sentiment. Elevated
valuations in technology sectors may
undergo reassessment raising the risk of
corrections in equity markets.

Against the backdrop of a moderate
global growth, the outlook for the Indian
economy in 2026-2027 remains positive,
supported by strong macroeconomic
fundamentals, although a prolonged
West Asia conflict may pose downside
risks. The healthy balance sheet of the
corporates and banking sectors along
with the government's continued trust on
capital expenditure bode well for India's
strong growth trajectory. Moreover,
implementation of various trade
agreements with the key trading partners
would provide further momentum to
India's growth.

The outlook for the agricultural sector
in 2026-2027 remains contingent upon
the progress and distribution of the
Southwest monsoon. The likelihood of
EL NINO conditions poses downside
risks to agricultural output.

To reinforce, India's manufacturing
ambitions the Union Budget 2026-2027
has earmarked seven strategic and
frontier sectors - electronics,
semiconductors, biopharma, rare
earths, chemicals, textiles and capital
goods - for a focused policy push.
Labour market conditions are expected
to improve further, supported by the
full-scale implementation of the four
labour codes, strengthening domestic
demand and productivity.

The Indian Paint industry is anticipated
to experience modest growth in
FY 2026-2027, driven by favourable
macroeconomic conditions, rising

urbanisation and increased construction
and infrastructure development
activities. The growth can also be
attributed to decent demand in the
decorative segment driven by higher
disposable incomes, innovative and
ecofriendly products, premiumisation
trends and government initiatives
like the PM Awas Yojana and Smart
City Mission. The industrial segment
is also projected to maintain healthy
momentum, supported by automotive
including EV production and investment in
infrastructure expansion.

The competition in the Indian Paints
market is increasing with the entry
of new players. This in turn is paving
the way for further investment,
innovation, and enhanced distribution
networks. While the sector may face
various challenges, the companies
are expected to mitigate these challenges
through product innovation, focus on
branding distribution expansion and
influencer management.

Projects

During the year, Berger Paints continued
to make steady progress in strengthening
its project portfolio-focused on building
capacity, enhancing capabilities and
preparing for future growth.

Capacity and infrastructure development
remained a key priority. Brownfield
expansions and storage enhancements
across multiple plants improved supply
chain responsiveness and network agility.
The large-scale brownfield expansion at
Hindupur-for solvent-based decorative
paints, industrial coatings, wood
coatings and intermediates—gained
strong execution momentum, with
phased commissioning underway. This
project is a critical step in strengthening
the Company's ability to cater to evolving
product segments and growing demand.

At the    same    time,    the    Company

continued to lay the foundation for its
next phase of growth. The proposed
greenfield facility at Panagarh, West
Bengal is progressing through statutory
approvals, while preparatory activities
have commenced for    the    integrated

manufacturing unit in Odisha. Together,
these projects will further strengthen
Berger    Paints'    pan-India    footprint

and enhance its ability to serve
diverse    markets    with    greater speed

and efficiency.

Operational capability building was
equally prioritised. Automation and
advanced manufacturing systems
continued to be scaled across plants,
improving throughput, consistency and
efficiency—particularly at large, modern
facilities such as Sandila and Jejuri. New
set-ups across locations enabled the
introduction and scale-up of differentiated
products including wood coatings, silk
acrylic putty, admixtures and textures. At
Jejuri, specialised equipment upgrades
have strengthened capabilities in niche
segments such as advanced industrial
and infrastructure coatings, while at
Pondicherry, automated filling lines
and warehouse modernisation have
significantly improved turnaround time
and serviceability.

Progress was also made in expanding
the Company's presence in high-value
segments. The specialty coatings
facility at Lalru, Punjab, under its
wholly owned subsidiary SBL Specialty
Coatings Private Ltd., has advanced
significantly and is nearing stabilisation
of operations, positioning the Company
to participate more strongly in specialty
and performance coatings in the current
financial year.

Sustainability continued to be embedded
across project execution. Expansion of
rooftop solar installations, including at
new facilities, has consistently delivered
energy savings beyond design estimates,
reinforcing the Company’s commitment
to responsible and efficient growth.

Overall, the projects portfolio reflects a
balanced and forward-looking approach
— strengthening current operations
while building scalable, future-ready
infrastructure. It continues to serve as
a key enabler in ensuring that Berger
Paints remains resilient in the present
and well-positioned to capture growth
opportunities ahead.

Opportunities and Threats

The paints and coatings industry in
India backed by government impetus
for ‘Make-in-India’ campaign has
created additional demand for paints
and coatings. Government schemes
like PM - Awas Yojana has paved the
way for creating demand for the paints
and coatings industry. The rise in real
estate demand, government thrust on
infrastructure projects drives demand for
paints and coatings.

With more and more premium products
in paints and coatings coupled with
the rise in disposable income, there is
an opportunity for higher demand of
environment friendly, water based low -
VOC paint. With range of water proofing
and construction chemical products, the
paints and coatings market is expected
to reap benefits. With the intervention of
digital initiatives including AI, customer
experience has now shifted completely.
Often, we see that customers are not
only buying paints but also hiring trained
applicators to complete their painting job
including water proofing with a growing
focus on aesthetics.

External risks dominate, with geopolitical
tensions, protectionism and commodity
shocks threatening trade and supply
chains. Volatile global financial conditions

could destabilize capital flows, raise
funding cost and renew pressure
on the Rupee. Climate disruptions
remain a key vulnerability, affecting
agriculture, rural demand and food
inflation dynamics. Rapid AI adoption
brings productivity gains but also risks
of job displacement and skill
mismatches, making skilling a priority.
Long term resilience will hinge on
predictable policies, strong institutions,
structural reforms and deeper private
sector participation through improved
PPP frameworks.

Risks and Concerns

The Company has a Risk Management
and Materiality Policy approved by the
Business Process and Risk Management
Committee, Audit Committee and
the Board of Directors. The policy
provides a well-articulated framework
for identification of risks inherent in the
business operations of the Company
and the methods of mitigation in a lucid
manner on a continuous basis which
are periodically reviewed and modified
considering the size and the complexities
of the business and the regulatory
requirement from time to time. The risk
management and materiality policy can be
viewed at the following weblink below. *

Your Company's well documented
risk policy supported by a robust
risk management framework helps
effectively navigate uncertainties and
maintain high performance. The risk
management framework starts with
identifying risks by taking a holistic view
of business environment, both internal
and external, to identify potential risks
that could impact operations. The next
step in this direction is analyzing risks
through evaluating the risks based
on probability and occurrence and

impact on the organization and further
classifying them into high, medium and
low risk categories. The next significant
step is promoting risk culture by
fostering awareness through programs
and by enhancing understanding of
risk, controls and mitigation strategies.
Managing and monitoring risk through
developing clear and actionable plans to
address critical risks, which operational
teams responsible for ensuring these
strategies are carried out effectively and
adherence to relevant regulations, the
business process and risk management
committee convene, at least twice a
year to review progress and compliance.
Finally sharing detailed updates on
risks, exposures and mitigation plan to
the Audit Committee. Your Company's
risks are classified into strategic risks,
statutory risk, financial risk, system
risk and operational risk. As a part of
emerging risk, digital personal data
protection which may cause reputational
damage and loss of stakeholder trust,
operational disruptions due to stricter
data governance requirement must
have an immediate mitigation strategy
ensuring mechanisms to take consent
from stakeholders, establish a provision
for grievance redressal, modification,
deletion of personal data by data
principles and implementing strong data
security measures for the prevention of
personal data breach.

The major risks facing the Indian
economy in 2026 will stem
primarily from an uncertain and
fragmented global environment
rather than from domestic macro¬
economic issues. Heightened geopolitical
tensions and trade protectionism, could
disrupt global supply chains and weaken
external demand, which may pose
downside risks to India's exports and
to overall economic growth. Volatile
global financial conditions may also
lead to unstable portfolio flows, higher
funding costs and renewed pressure
on the Rupee.

The climate and weather-related
disruptions like increasing frequency
of heat waves, erratic monsoons and
extreme weather events could affect
agricultural output, rural incomes and
food inflations.

Technological shifts, particularly the rapid
adoption of AI and automation, represent
another major transition risk. While AI
driven productivity gains could boost
growth in the near term, it could also
result in posing potential medium term
challenges through job displacement
and skill mismatches.

To navigate these risks it is important
to preserve macro-economic stability
through credible monetary and fiscal
framework, a flexible exchange rate
supported by adequate reserves and
continued external buffers such as food
stocks and manageable external debts.

The short-term and long-term goals and
strategies need to be reviewed regularly
in order to be ready and adaptable
to the change.

Internal Control Systems and
their Adequacy

The Internal Control Systems of the
Company are robust and commensurate
with the nature, size and complexity
of its business. Well-designed internal
financial control measures as laid down
and adopted continue to be followed by
the Company. Policies and procedures,
as approved by the Board have been
adopted by the Management of the
Company for ensuring orderly and

efficient conduct of its business, including
adherence to Company's policies,
safeguarding of its assets, prevention and
detection of frauds and errors, accuracy
and completeness of accounting records
and timely preparation of reliable financial
information. Good governance, well
defined systems and processes and
policies, risk assessment, a vigilant
control function, communication and
monitoring and an independent internal
audit function are the foundation of the
internal control systems. The Internal
Audit function of the Company continues
to provide assurance on functioning and
quality of internal controls along with
adequacy and effectiveness through

Key Financial Ratios

periodic reporting. The Internal Risk
and Control function also evaluates
organizational risk along with controls
required for mitigating those risks.
The control activities continue to
incorporate, among others, continuous
monitoring, routine reporting, digital
business environment with minimum
possible manual intervention, checks
and balances, purchase policies,
authorization and delegation procedures,
audits including compliance audits, which
are periodically reviewed by the Audit
Committee and the Business Process
and Risk Management Committee.
The performance of the Internal Audit
department is also reviewed by the Audit

Committee, Board and Business Process
And Risk Management Committee and
improvements advised. Your Company
has a Code of Conduct for all employees
and a clearly articulated and internalized
delegation of financial authority. Your
Company also takes prompt action on
any violation of the Code of Conduct by
its employees.

The Company's Enterprise Resource
Management Systems with Standard
Operating Procedures based on work
flows and process flow charts also
provide a comfort in this regard. The
Company is fully geared to implement
any statutory recommendation which
may be made in this regard.

Process-Driven - supported by
Berger Leadership Competencies
that emphasize Result Orientation,
Innovation and Change, Build and
Develop Talent, Business Acumen &
Curiosity.

Together, these form the foundation
of a future-ready, high-performance
organization.

Capability Building and Talent
Development

In FY 2025-26, we significantly
strengthened capability building with
a focus on frontline effectiveness and
future-ready skills.

Key initiatives included:

•    Market Acumen Readiness
Certification (MARC):

Institutionalized for all frontline sales
trainees, contributing to improved
trainee readiness and reduction in
early attrition

•    Berger Academy (Oracle HCM
LMS): Scaled digital learning
with structured, role-based
learning journeys

•    STEP-UP Program: Enabled
structured development and
conversion of off-roll workforce to
on-roll roles (224 conversions)

•    Manager Capability Building:
E-learning modules focused on
hiring, coaching, and performance
feedback

•    AI-led Sales Simulations:

Introduced for practice-based
learning in dealer conversion,
contractor onboarding, and
store expansion

Digital learning initiatives were also
extended to over 2,000 off-roll
employees, ensuring broader capability
development across the ecosystem.

Talent Acquisition and Campus
Engagement

We continued to strengthen our talent
pipeline to support business growth and
address frontline talent requirements.

Key initiatives included:

•    Hiring of 172 Sales Executive

Trainees through Tier-3 campuses
post MARC training

•    Launch of the Campus-to-
Corporate Program across select
institutions to build a sustainable
talent pipeline

•    Continued focus on localized
hiring strategies to improve
retention in upcountry and rural
markets

Employee Engagement & Recognition

Employee engagement remained
a priority, with a strong focus on
leadership connect, recognition, and
performance culture.

•    MD & CEO townhalls continued to
drive transparency and alignment

•    Recognition programs such as
Action Hero Awards and Long
Service Awards celebrated
performance and commitment

•    Functional Rewards & Recognition
platforms enabled real-time
appreciation across sales and
distribution forums

•    Structured interventions were
introduced to enhance the quality
of performance feedback
conversations, supported by
manager capability-building modules

Digital HR Transformation

During the year, we deepened the
adoption of Oracle HCM to drive efficiency
and enhance employee experience.

All    core HR processes — including

employee lifecycle, performance

management, learning, recruitment,
onboarding, and succession planning
— are now fully digitized and
integrated. Enhanced analytics and
dashboards have enabled data-driven
decision-making.

Diversity, Equity and Inclusion

We continued to strengthen our
commitment to diversity and inclusion
through focused initiatives such as
Stree Shakti, aimed at enhancing
women's participation and growth within
the organization.

We maintained strong governance
around fair and merit-based practices
across hiring, performance management,
and career development.

Industrial Relations and Workforce
Strength

The industrial relations climate remained
stable and constructive across locations.

A significant milestone during the year
was the successful tripartite settlement

at the Howrah factory, which:

•    Improved operational efficiency and
reduced manufacturing costs

•    Enabled greater workforce flexibility
and productivity

•    Established a long-term, sustainable
framework for industrial relations

As of 31st March 2026, our workforce
strength stood at 5105 (as compared to
4760 on 31st March 2025) which remains
aligned with business growth, supported
by a balanced mix of experienced
professionals and emerging talent.

Way Forward

As we move forward, our HR priorities for
FY 2026-27 will focus on:

•    Strengthening hiring through campus
engagement and structured programs

•    Reducing frontline attrition to
below 25% through continued
retention interventions

•    Leveraging AI and analytics to
build a more responsive and data-
driven HR function

•    Further strengthening succession
pipelines and accelerating
development of key talent

•    Enhancing performance management,
employee engagement, and job
architecture

•    Building a stable and productivity-
driven industrial relations environment

With a strong foundation of values and a
continued focus on talent, capability, and
digital transformation, Berger Paints is
well-positioned to drive sustained growth
and long-term value creation.

Transfer of Shares to the
Investor Education and
Protection Fund

The Ministry of Corporate Affairs (MCA)
vide notification no. S.O.2866 (E) dated
5th September, 2016 enforced Sections
124(6) and 125 of the Companies Act,
2013 (hereinafter “the Act”) read with
the Investor Education and Protection
Fund [IEPF] (Accounting, Audit, Transfer
and Refund) Rules, 2016 (as amended),
which require companies to transfer the
underlying shares to the IEPF, in respect
of which the dividends have remained
unclaimed for a consecutive period of
seven years. Accordingly, during the
year under review, on 4th October, 2025,
the Company had transferred 1,93,420
equity shares to the IEPF.

Compliance with The
Maternity Benefit Act,1961

The Company remains committed
to strengthening support for women
employees and ensures compliance
with the applicable provisions of the
Maternity Benefit Act, 1961, supported
by well-established policies, systems,
and processes for sustained adherence.

Prevention of Sexual
Harassment

The Company has adopted zero
tolerance for Sexual Harassment
at Workplace and has formulated a
policy on Prevention, Prohibition and
Redressal of Sexual Harassment at the
Workplace in line with the provisions
of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules
thereunder for Prevention and Redressal
of Complaints of Sexual Harassment
at Workplace. Awareness programmes
were conducted by the Company during
the year.

Berger Paints- Prevention of Sexual
Harassment of Women at Workplace
Policy can be viewed at the link
given below. *

The Company has complied with the
provisions laid down in the constitution
of Internal Committee under the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013. Such committee has been
set up and the complaints with regard
to Sexual Harassment of Women
at Workplace are placed before the
committee for investigation.

During the    year    under review,

two complaints relating to Sexual
Harassment    were    received and

investigated. The complaints have been
closed and necessary action has been
taken by 31st March, 2026.

Additionally, on 29th March, 2026,
another complaint alleging sexual
harassment at workplace was received
by the Internal Committee. The
Committee investigated the complaint
and appropriate action was taken within
the statutory time frame.

Subsidiaries and Joint
Ventures

Your Company has the following
5 wholly-owned subsidiaries as on the
date of this report: - (i) Beepee Coatings
Private Limited (“Beepee Coatings”) in
Gujarat; (ii) Berger Paints (Cyprus) Limited
(“Berger Cyprus”) in Cyprus; (iii) Lusako
Trading Limited (“Lusako Trading”) in
Cyprus; (iv) Berger Jenson & Nicholson
(Nepal) Private Limited (“BJN-Nepal”) in
Nepal and (v) SBL Specialty Coatings
Private Limited (“SCPL”) in Chandigarh.

The following companies are wholly-
owned subsidiaries of the Company's
above named subsidiaries: - (i) Bolix
S.A., Poland - wholly-owned subsidiary
of Lusako Trading; (ii) Berger Paints
Overseas Limited (“BPOL”), Russia-
wholly-owned subsidiary of Berger
Cyprus. Bolix S.A., Poland has 5
subsidiaries, viz.: Bolix UKRAINE
sp.z.o.o., Ukraine (“Bolix Ukraine”), Build
Trade sp.z.o.o., Poland (“Build Trade
Poland”), Soltherm External Insulations
Limited, U.K. (“Soltherm U.K.”), Soltherm
Isolations Thermique Exterieure SAS,
France (“Soltherm France”) and Surefire
Management Services Ltd., UK.

The Company has three other
subsidiaries viz., Berger Rock Paints
Private Limited (the other shareholder

being Rock Paints Co. Ltd., Japan),
Berger Hesse Wood Coatings Private
Limited (the other shareholder being
Hesse Shares GmbH, Germany) and
STP Limited. The statement relating to
the above companies as specified in
Sub-Section (3) of Section 129 of the
Companies Act, 2013 is attached to the
Report and Accounts of the Company.

Beepee Coatings Private Limited earned
a revenue from operations of '40.31
Crore during the year under review.

Berger Paints (Cyprus) Limited (“Berger
Cyprus”) is a special purpose vehicle for
the purpose of making investments in
your Company’s interests abroad and so
is Lusako Trading Limited.

The consolidated revenue from
operations of Lusako Trading Limited
and Bolix S.A. (including its subsidiaries)
is '740.65 Crore during the year under
review. During the year under review,
BJN-Nepal showed good performance
with a revenue from operations of
'208.70 Crore.

SBL Specialty Coatings Private Limited
(earlier known as Saboo Coatings Private
Limited) continued to perform well with
a revenue from operations of '168.96
Crore during the year 2025-2026.

The consolidated revenue from
operations of Berger Paints (Cyprus)
Limited and its subsidiary Berger
Paints Overseas Limited (“BPOL”) was
'14.36 Crore.

Berger Rock Paints Private Limited
(“Berger Rock”), recorded revenue from
operations of '49.08 Crore during the
year ended 31st March, 2026.

Berger Hesse Wood Coatings Private
Limited (“BHWCPL”) (earlier known

as Saboo Hesse Wood Coatings
Private Limited) recorded revenue from
operations of '26.79 Crore during the
year ended 31st March, 2026.

STP Limited recorded revenue from
operations of '335.30 Crore during the
year ended 31st March, 2026.

Berger Becker Coatings Private Limited,
the Company’s joint venture with Becker
Industrial Coatings Holding AB, Sweden,
showed good performance with revenue
from operations of '354.84 Crore.

Berger Nippon Paint Automotive
Coatings Private Limited (“BNPA”), the
Company’s joint venture with Nippon
Paint Automotive Coatings Co. Ltd,
Japan, posted revenue from operations
of '442.68 Crore.

The salient features of the financial
statements of subsidiaries, associate
companies and joint ventures are
given in the Statement in Form
AOC-1 forming a part of the financial
statement attached to this Directors’
Report and pursuant to first proviso to
Sub-section (3) of Section 129 of the
Act read with Rule 5 of the Companies
(Accounts) Rules, 2014.

Pursuant to Regulation 16(1 )(c) of the
amended Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015 (hereinafter “Listing Regulations”),
a material subsidiary shall be a subsidiary
whose turnover or net worth exceeds
10% of the consolidated turnover or
net worth respectively of the Company
and its subsidiaries, in the immediately
preceding accounting year. At present,
there is no such material subsidiary of
the Company within the meaning of the
above Regulation.

Consolidated Financial
Statements

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
Companies Act, 2013 have been
prepared after considering the audited
financial statements of your Company’s
subsidiaries and appear in the Annual
Report of the Company for the
year 2025-26.

Corporate Governance

Your Company re-affirms its commitment
to the standards of corporate
governance. This Annual Report carries
a Section on Corporate Governance
and benchmarks your Company with
Regulation 34(3) read with Schedule V of
the Listing Regulations.

Pursuant to the Listing Regulations, as
amended, a certificate obtained from a
Practising Company Secretary certifying
that the Directors of the Company are
not debarred or disqualified from being
appointed or to continue as directors
of companies by the Securities and
Exchange Board of India/Ministry of
Corporate Affairs, forms part of the
report as Annexure B to the Corporate
Governance Report.

In terms of Regulation 24A of Listing
Regulations, Section 204 of the
Companies Act, 2013 read with Rule
9 of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014 (as amended),
Messers Anjan Kumar Roy & Co.,
Practising Company Secretaries (Firm
Unique Code: S2002WB051400) was
appointed as the Secretarial Auditor

of the Company for a term of five
consecutive years, commencing from
the conclusion of 101st Annual General
Meeting till the conclusion of the 106th
Annual General Meeting of the Company
and his appointment was duly approved
by the shareholders at the 101st Annual
General Meeting of the Company held on
12th August, 2025.

The Secretarial Audit Report as on 31st
March, 2026 received from Messrs
Anjan Kumar Roy & Co., Company
Secretaries in the prescribed Form
No. MR-3 is annexed to this Board's
Report and marked as Annexure IV.
The Secretarial Audit Report does not
contain any qualification, reservation or
adverse remark. An Annual Secretarial
Compliance Report as per Securities and
Exchange Board of India circular dated
8th February, 2019 and as amended vide
NSE circular dated 16th March, 2023
and 10th April, 2023 is also attached as
Annexure V as an additional disclosure.

Compliance with the
Secretarial Standards on
Board and General Meetings

During the year under review, the
Company has duly complied with the
applicable provisions of the Secretarial
Standards on meetings of the Board of
Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of
Company Secretaries of India (ICSI). In
this regard, the Company has devised
proper systems to ensure compliance of
SS-1 and SS-2 and that such systems
are adequate and operating effectively.

Technology Agreements

Your Company has Technical License
Agreement with Nippon Paint Automotive

Coatings Co. Ltd. of Japan, Chugoku
Marine Paints Limited, Japan, Chugoku
Marine Paints PTE LTD, Singapore.

Fixed Deposit

The Company had earlier discontinued
acceptance of fixed deposits since
2002 and accordingly, no fresh deposit
was accepted during the year within
the meaning of Sections 73 and 74
of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.
As per the provisions of Section 125
of the Act, all unclaimed deposits have
been transferred to Investor Education
and Protection Fund (IEPF).

Weblink of Annual Return

The draft Annual Return (e-form
MGT-7) for the financial year ended 31st
March, 2026 is placed on the website of
the Company and the link of the same
is given below * in compliance with the
Companies (Amendment) Act, 2017,
effective from 28th August, 2020. The
e-form MGT-7 shall be filed with the
MCA upon the completion of the 102nd
Annual General Meeting of the Company
as required under Section 92 of the
Companies Act, 2013 and the Rules
made thereunder and a copy of the
same shall be placed on the website of
the Company.

Business Responsibility and
Sustainibility Report

SEBI has made it mandatory to
publish a Business Responsibility and
Sustainability Report (BRSR) by the top
1000 listed companies based on market
capitalization in their Annual Report, in
terms of Regulation 34(2)(f) of the Listing

Regulations and file the same with the
stock exchanges w.e.f. FY 2022-2023.
SEBI vide circular dated 28th March,
2025 has updated the format for Business
Responsibility and Sustainability Report.
Earlier, SEBI had introduced BRSR Core
for assurance by listed entities (applicable
to top 500 listed entities based on
market capitalization for FY 2025-2026),
vide circular dated 12th July, 2023. The
BRSR Policy can be viewed at the link
given below. **

The BRSR along with the assurance
forms part of this report and is marked as
Annexure VII.

During the year, the Company has taken
steps to train and assess value chain
partners in terms of requirements of the
amended regulation.

Particulars of Employees

The information required under Section
197, read with Rule 5 of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, in
respect of employees of the Company,
will be provided upon request. In terms
of Section 136 of the Act, the report
and financial statements are being sent
to Members and others entitled thereto,
excluding the information on employees'
particulars, which will be available for
inspection up to the date of the AGM.
Members can view such information by
sending an email to
sumandey@bergerindia.com /
rajibde@bergerindia.com.

Further, we confirm that no employee
employed throughout the financial year or
part thereof received remuneration in the
financial year that, on the aggregate, was

more than that drawn by the Managing
Director and Whole-time Directors and
holds by himself or along with his spouse
and dependent children more than 2 per
cent of the equity shares of the Company.

The Managing Director & CEO of
the Company has not received any
remuneration or commission from any
of the subsidiary companies.

Directors’ Responsibility
Statement

Your Directors wish to inform that the
Audited Accounts containing Financial
Statements for the financial year ended
31st March, 2026 are in full conformity
with the requirements of Section 134 of
the Act. They believe that the Financial
Statements reflect fairly, the form
and substance of transactions carried out
during the year and reasonably present
your Company's financial condition and
results of operations.

Your Directors further confirm that:

i)    The applicable accounting
standards have been followed
and wherever required, proper
explanations relating to material
departures have been given,

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

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

iv)    The Accounts have been prepared
on a going concern basis,

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

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

Policy on Appointment and
Remuneration of Directors,
Key Managerial Personnel
and Other Employees

The Company had earlier formulated
a Remuneration Policy pursuant to the
provisions of Section 178 and other
applicable provisions of the Act and Rules
thereof. The policy was based on the
guiding principle aimed towards retaining
and rewarding performers. The policy
was modified pursuant to changes in law
as per Notification No. SEBI/LAD-NRO/
GN/2021/22 and adopted by the board
at it's meeting held on 5th February, 2026.

The revised policy is available at the
weblink given below *

Qualification or Reservations
in the Statutory and
Secretarial Audit Reports

Your Board has the pleasure in confirming
that no qualification, reservation, adverse
remark or disclaimer has been made by
the Statutory Auditors and the Company
Secretary in Practice in their Audit
Reports issued to the members of the
Company. The Statutory Auditors of the
Company have not reported any fraud in
terms of the second proviso to Section
143 (12) of the Act.

Share Capital

The Authorised Share Capital of your
Company as on 31st March, 2026
stood at '120,00,00,000 divided into
120,00,00,000 equity shares of '1.00
each. The Issued Share Capital of your
Company is '116,60,94,292 divided into
116,60,94,292 equity shares of '1.00
each and the subscribed and paid-up
capital is '116,60,02,812 divided into
116,60,02,812 equity shares of '1.00
each fully paid-up. The subscribed and
paid-up equity share capital as on 31st
March, 2026 consists of 1,08,033 equity
shares allotted under ESOP scheme of
the Company during the year. No other
shares were issued during the year.

The name of Company's RTA changed
from CB Management Services Private
Limited to MUFG Intime India Private
Limited, bearing SEBI Registration
No.INR000004058 due to the
amalgamation of CB Management
Services Private Limited with MUFG
Intime India Private Limited with effect
from 8th May, 2026 pursuant to an Order
passed by the Regional Director (WR),
Ministry of Corporate Affairs. Further
details are mentioned in the Corporate
Governance Report, which forms part of
the report as Annexure VIII.

related party transactions, which are “not
at arm's length basis” and also which
are “material and at arm’s length basis”,
is not provided as an annexure to this
Report as it is not applicable.

The Company has also developed a
Related Party Transactions (‘RPTs’)
Manual and Standard Operating
Procedures to identify and monitor RPTs.
The Company has developed a platform
to automatically capture RPT’s for
better control.

Policy to Determine Material
Events

As per the Listing Regulations, the
Company has framed a policy for
determination of materiality, based on
criteria specified in the Regulations. The
web link of the policy is given below. *

Policy for Preservation of
Documents

As per Regulation 9 of the Listing
Regulations, the Company has framed
a policy for Preservation of Documents,
based on criteria specified in the said
Regulations.

The Policy is available at the web link
given below. **

Significant Changes

During the financial year 2025-2026, no
significant change has taken place which
could have an impact over the financial
position of the Company. Further,
except those disclosed in this Annual
Report, there are no material changes
and commitments affecting the financial
position of the Company between the
end of the financial year i.e., 31st March,
2026 and the date of this Report.

Dividend

The total comprehensive income of the
Company is '1,098.40 Crore for the year
2025-2026.

Your Directors have recommended a
dividend of '4.00 (400%) per equity share
of '1.00 each for the financial year ended
31st March, 2026. Dividend is subject
to approval of the shareholders at the
ensuing Annual General Meeting. The
dividend, if approved, will absorb an
amount of '466.40 Crore (compared
to '443.04 Crore in the previous year),
based on the current paid-up capital of
the Company. The dividend will be paid
to those Members who hold shares:
(i) In demat mode, based on the list of
beneficial owners to be received from
NSDL and CDSL as at the close of
business hours on Wednesday, 5th
August, 2026 being the Record Date, (ii)
In physical form, if the names appear in
the Company’s Register of Members as
on Wednesday, 5th August, 2026 being
the Record Date.

The Company has not transferred
any amount to the General Reserve
during the financial year ended 31st
March, 2026.

In accordance with Regulation 43A of
the Listing Regulations, the Company
has formulated a Dividend Distribution
Policy. The Dividend Distribution
Policy (though optional) is annexed to
this Report (marked as Annexure I).
The Policy is available at the weblink
given below. ***

In terms of the provisions of Section 124
of the Act, your Company has transferred
an amount of '49,43,700.00 for
2017-18, (Final) to the Investor Education
and Protection Fund in respect of

dividend amounts lying unclaimed or
unpaid for more than seven years from
the date they become due.

Pursuant to the provisions of the
Investor Education and Protection
Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, the
Company has filed the necessary form
and uploaded the details of unclaimed
amounts lying with the Company, as on
31st March, 2018 (Final).

Pursuant to the changes introduced by
the Finance Act, 2020 in the Income-
tax, Act 1961, the dividend paid or
distributed by a Company shall be
taxable in the hands of the shareholders.
Accordingly, in compliance with the said
provisions, your Company shall make
the payment after necessary deduction
of tax at source.

Conservation of Energy &
Technology Absorption

Information pursuant to Section 134(3)
(m) of the Act read with the Companies
(Accounts) Rules, 2014 (as amended), is
annexed as Annexure VI of this report.

Foreign Exchange Earnings
and Outgo

Foreign Exchange Earnings and Outgo
of the Company are '2.15 Crore and
'1,093.51 Crore respectively. Primarily,
earnings were from exports and
consultancy services and outgo was
towards import payments.

Statement of Evaluation
of Board of Directors and
Committees thereof

Your Company understands the
requirements of an effective Board
Evaluation process and accordingly

conducts the Performance Evaluation
every year in respect of the following:

i.    Board of Directors as a whole.

ii.    Committees of the Board of
Directors.

iii.    Individual Directors including the
Chairman of the Board of Directors.

In compliance with the requirements of
the provisions of Section 178 of the Act,
the Listing Regulations and the Guidance
Note on Board Evaluation issued by
SEBI in January 2017, your Company
has carried out an Online Performance
Evaluation process for the Board/
Committees of the Board/Individual
Directors including the Chairman of the
Board of Directors for the financial year
ended 31st March, 2026. During the
year under review, the Company has
complied with all the criteria of Evaluation
as envisaged in the SEBI Circular on
‘Guidance Note on Board Evaluation'.

The key objectives of conducting the
Board Evaluation process were to ensure
that the Board and various Committees
of the Board have appropriate
composition of Directors and they
have been functioning collectively to
achieve common business goals of your
Company. Similarly, the key objective
of conducting performance evaluation
of the Directors through individual
assessment and peer assessment was
to ascertain if the Directors actively
participate in the Board/Committee
Meetings and contribute to achieve the
common business goals of the Company.

The Directors carry out the aforesaid
Online Performance Evaluation in a
confidential manner and provide their
feedback on a rating scale of 1-5.
Duly completed formats were sent
to the Chairman of the Board and
the Chairman/Chairperson of the
respective Committees of the Board for

their consideration. The Performance
Evaluation feedback of the Chairman
was sent to the Chairman of the
Compensation and Nomination and
Remuneration Committee (“the
Remuneration Committee”).

This year also, the outcome of such
Performance Evaluation exercise was
discussed at a separate meeting of
the Independent Directors held on 5th
February, 2026 and was later tabled
at the Compensation and Nomination
and Remuneration Committee
meeting held on the same day. The
Compensation and Nomination and
Remuneration Committee forwarded
their recommendation based on such
Performance Evaluation Process to the
Board of Directors and the same was
tabled at the Board Meeting held on
5th February, 2026.

After completion of online evaluation
process, the Board of Directors at its
Meeting held on 5th February, 2026, also
discussed the Performance Evaluation of
the Board, its Committees and individual
Directors. The performance evaluation of
Independent Directors of the Company
were done by the entire Board of
Directors, excluding the Independent
Directors being evaluated and after
being satisfied with the outcome, it
was noted that the Committees were
working effectively.

Pursuant to Section 178(3) of the Act and
Regulation 19 of the Listing Regulations,
the Remuneration Committee is entrusted
with responsibility of formulating criteria
for determining qualifications, positive
attributes and independence of an
Independent Director. This can be
viewed at the link given below. *

Significant and Material Order
passed by Regulators or

Courts or Tribunals impacting
the Going Concern Status and
Operations of the Company

Pursuant to Section 134(3)(q) of the
Act read with Rule 8 of Companies
(Accounts) Rules, 2014, it is stated that
no material order has been passed by
any regulator, court or tribunal impacting
the Company's operations and its going
concern status during the financial
year 2025-2026.

No application has been made under
the Insolvency and Bankruptcy Code,
2016 against the Company; hence
the requirement to disclose the details
are not applicable. The requirement to
disclose the details of difference between
amount of the valuation done at the time
of one-time settlement and the valuation
done while taking loan from the Banks
or Financial Institutions along with the
reasons thereof, is not applicable.

Board of Directors, Board
Meetings and Key Managerial
Personnel

Your Company's Board is duly
constituted and in compliance with the
requirements of the Act, the Listing
Regulations and provisions of the
Articles of Association of the Company.
Your Board has been constituted with
requisite diversity, wisdom, expertise and
experience commensurate with the scale
of operations of your Company.

Composition of Board

The Board comprises 10 Directors of
which, 1 is an Executive Director, 4
are Non-Executive, Non Independent
Directors (all are part of the promoter
group) and 5 are Non-Executive,
Independent Directors. The composition
of the Board is in conformity with
Regulation 17 of the Listing Regulations
read with Section 149 of the Act.

Meetings

During the year under review, a total of
six Meetings of the Board of Directors of
the Company were held, i.e., on 17th and
18th April, 2025, 14th May, 2025, 05th
August, 2025, 28th August, 2025, 04th
November, 2025 and 05th February,
2026. Also, the Board of Directors
have passed 16 (sixteen) resolutions by
circulation. Details of Board composition
and Board Meetings held during the
financial year 2025-2026 have been
provided in the Corporate Governance
Report - Annexure VIII which forms
part of this Annual Report.

Integrated Report

In keeping with our tradition of
building long-term relationships
with the stakeholders, in 2024, the
Company transitioned to integrated
reporting by adopting the Integrated
Reporting (<IR>) framework of the
IFRS Foundation. This year marks the
3rd year of Integrated Reporting. The
Integrated Annual Report highlights the
measures taken by the Company that
contributes to long-term sustainability
and value creation, while embracing
continuous innovation, sustainable
growth and a better quality of life.

Key Managerial Personnel
(KMP)

Mr Abhijit Roy (DIN: 03439064) is
the Managing Director & CEO of
the Company. Mr Kaushik Ghosh
is the Chief Financial Officer of the
Company. Mr Arunito Ganguly is the
Vice President & Company Secretary
of the Company. Messers Abhijit Roy,
Kaushik Ghosh and Arunito Ganguly
are the Key Managerial Personnel
(KMP's) of the Company in accordance
with the provisions of Sections
2(51) and 203 of the Act read with
the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014.

Statement of Declaration by
Independent Directors

The following are the Independent
Directors of your Company:

1)    Mrs Sonu Halan Bhasin

2)    Mr Anoop Hoon

3)    Dr Anoop Kumar Mittal

4)    Mr Gopal Krishna Pillai

5)    Mr Subir Bose

The Company has received declarations
from Independent Directors that they
meet the criteria of independence as
prescribed u/s 149(6) of the Act and as
required under the Listing Regulations.
In the opinion of the Board, they fulfil
the condition for appointment/re-
appointment as Independent Directors
on the Board.

The Board of Directors confirm that
the Independent Directors have
affirmed compliance with the Code for
Independent Directors as prescribed
in Schedule IV to the Act and also
with the Company's Code of Conduct
applicable to all the Board Members and
Senior Management Personnel of the
Company for the financial year ended on
31st March, 2026.

Statement regarding Opinion
of the Board with regard
to Integrity, Expertise and
Experience (including the
proficiency) of the Independent
Directors appointed during
the year

In the opinion of the Board, the
Independent Directors possess the
attributes of integrity, expertise and
experience as required to be disclosed
under Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014 (as amended).

All the Independent Directors of the
Company have registered themselves

with the Indian Institute of Corporate
Affairs (IICA) as was notified and required
under Section 150(1) of the Act.

Committees of the Board

A.    Audit Committee

The Board of Directors of your
Company has duly constituted an
Audit Committee in compliance with
the provisions of Section 177 of the
Act, the Rules framed thereunder
read with Regulation 18 of the
Listing Regulations.

The composition of the Audit
Committee has been disclosed
in Corporate Governance Report
which forms part of the Board's
Report (Annexure VIII).

The terms of reference of the Audit
Committee has been duly approved
by the Board of Directors.

Vigil Mechanism/Whistle Blower
Policy

In terms of the provisions of Section
177 of the Act and the Rules framed
therein read with Regulation 22
of the Listing Regulations, your
Company has a Vigil Mechanism/
Whistle Blower Policy in place for
directors and employees of the
Company. The Vigil Mechanism/
Whistle Blower Policy has been
uploaded on the website of the
Company and can be viewed at the
link given below. *

B.    Corporate Social Responsibility
Committee (CSR Committee)

The composition of the CSR
Committee and a brief outline of the
CSR Policy is annexed to this report
(Annexure III).

Your Company has spent an
amount of '26.05 Crore (including
the set-off of the excess amount
of '0.68 Crore spent by the
Company on CSR activities in
the previous financial year) during
the financial year 2025-2026 as
against its 2% obligation amounting
to '25.83 Crore, thereby exceeding
its CSR obligation. The required
details as specified in Companies
(CSR) Rules, 2014 are given in
(Annexure III).

The CSR Policy as recommended
by the CSR Committee and as
approved by the Board is available
on the website of the Company
and can be accessed at the link
given below. **

The Company's CSR activities
majorly comprise iTrain programme
aimed at skilling/upskilling painters.
The programme is carried out from
fixed iTrain centers spread across
the country and mobile iTrains which
visit far flung areas for imparting
skill development training. The
Company had earlier entered into
a Memorandum of Understanding
with Smile Foundation, a reputed
NGO for carrying out the
mobile iTrain activity as its
implementation partner.

C. Compensation and Nomination
and Remuneration Committee

The constitution of the Company's
Compensation and Nomination
and Remuneration Committee
is disclosed in the Corporate
Governance Report which
forms part of the Board's Report
(Annexure VIII).

Information as to Remuneration of Directors and Employees

Pursuant to Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(as amended), the following disclosures are made:

1) Ratio of remuneration of Directors/KMP to the median remuneration of the employees:

^A Remuneration does not include value of ESOPs granted.

Note: The median employee remuneration for 2025-26 is: '9,59,992 p.a. (including variable pay)

2)    Percentage (%) increase in remuneration during the financial year 2025-26: Please see (1) above.

3)    Percentage (%) increase in the median remuneration of employees during the financial year 2025-26: 3.2%

4)    Number of permanent employees on the rolls of the Company as on 31st March, 2026: 5105.

5)    Average percentile increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration -The average percentile in
salaries of employees was 12 % as compared to an average percentile increase of 13.04% of managerial remuneration.

Managerial Remuneration includes only MD's salary.

6)    Disclosure requirement pursuant to Section 197(14) of the Act, relating to remuneration received by Whole-Time Director is
not made since Ms. Rishma Kaur and Mr. Kanwardip Singh Dhingra were not in Executive capacity during the year 2025-26.

Affirmation

It is hereby affirmed by the Chairman of the Company that the remuneration paid to all the employees, Directors and Key
Managerial Personnel of the Company during the Financial Year 2025-26 are as per the Remuneration Policy framed by the
Compensation and Nomination and Remuneration Committee of the Company.

Listing with Stock Exchanges

Your Company is listed with the National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited
and has paid listing fees to each of the Exchanges. During this Financial Year 2025-26, no Commercial Paper were listed. The
addresses of these Stock Exchanges and other information for shareholders are given in this Annual Report.

Cost Auditors

The Board of Directors at its Meeting held on 12th May, 2025 re-appointed M/s N. Radhakrishnan & Co. (Firm Registration
No.000056), 11A, Dover Lane, Flat B1/34, Kolkata - 700029, for conducting audit of the cost records maintained under Section
148(1) of the Act for the Company's factories situated at Howrah, Rishra, Goa, Puducherry, Jejuri, Naltali and Hindupur for the
financial year 2026-2027. M/s Shome & Banerjee (Firm Registration No. 000001), 2nd Floor, 5A Nurulla Doctor Lane, West
Range, Kolkata - 700017, have been entrusted with the responsibility of conducting cost audit of the cost records maintained
under Section 148(1) of the Act for the Company's factory situated at Jammu and Sandila and the factories of British Paints
division located at Sikandrabad and Hindupur for the financial year 2026-2027.

The cost audit reports for the financial year 2024-2025 was filed with the Ministry of Corporate Affairs on 17th October, 2025.

Statutory Auditors

Messrs. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W - 100022), was appointed as the statutory
auditors of the Company for a period of five consecutive years from the conclusion of the 101st Annual General Meeting (AGM)
till the conclusion of the 106th Annual General Meeting (AGM) of the Company and was duly approved by the shareholders at the
AGM held on 12th August, 2025.

Cautionary Statement

There are certain statements which have been made in the Management Discussion and Analysis Report describing the
estimates, expectations or predictions which may be read as “forward-looking statement” within the meaning of applicable laws
and regulations. The actual results may differ materially from those expressed or implied. The important factors that would make
difference to the Company’s operations include demand/supply conditions, raw material prices and changes in government
policies, government laws, tax regimes, global economic developments and other factors such as pandemic situation, litigations
and labour negotiations.

Appreciation

Your Directors place on record their deep appreciation of the assistance and guidance provided by the Central Government and
the Governments of the States of India, its suppliers, technology providers and all other stakeholders. Your Directors thank the
financial institutions and banks associated with your Company for their support as well. Your Directors also thank the Company's
dealers and its customers for their unstinted commitment and valuable inputs.

Your Directors acknowledge the support received from you as shareholders of the Company.

On behalf of the
Board of Directors

RISHMA KAUR

Place: New Delhi    Chairman

Dated: 12th May, 2026    (DIN: 00043154)