Dear Members,

The Directors of your Company are pleased to present the 104th Annual Report and the Audited Financial Statements (Standalone and Consolidated) for the year ended 31st March, 2024 (‘year under review/FY 2023-24'). The section on Management Discussion and Analysis includes a review of the financial performance of the Company - Financial Highlights of the Company's standalone financial results, key financial ratios and the dividend recommended by the Directors. It also includes the particulars of the subsidiaries of the Company, including overseas subsidiaries and their performance during the year under review.

Introduction

Established in 1920, Kansai Nerolac Paints Limited (also referred to as 'KNPL', ‘our Company' or ‘We') is a subsidiary of Kansai Paint Co., Ltd., Japan (‘KPJ'). In addition to our primary operations in India, we operate in Nepal, Sri Lanka and Bangladesh through acquisitions and joint ventures. We are one of the country's largest paints and coating manufacturers with an established leadership in industrial coatings. Our Company holds a significant market share in performance coatings and maintains a leadership position in the automotive and powder coating businesses. Additionally, in the decorative segment, we are the 3rd largest paint player in the country Our Company's strong market position can be owed to our continuous investments in intellectual and human capital. Our access to global technology has helped provide Indian customers with products and solutions that are unique, environment friendly and cutting-edge.

As one of the industry's most trusted brands, KNPL designs solutions that protect, inspire and touch lives every day Through our painting solutions, we provide ‘Beauty and Protection' to everything that a household uses on a daily basis, be it paints for homes (interior & exterior, wood finish, construction chemicals, tile adhesive), automobiles (4-wheeler, 2-wheeler/3-wheeler, EV CV tractors), new segments (underbody coats, alloy wheels and seam sealers), consumer durables (fans, microwaves, refrigerators, washing machine), personal use articles (hair clips, artificial jewellery), or transportation infrastructure (bridges, metro rail). This is why we say ‘There is a little bit of Nerolac in everybody's life'.

People are at the core of KNPL's strategy We prioritise our employees, creating a culture of innovation, collaboration and empowerment while emphasising employee wellbeing, growth, training and engagement.

We plan to advance towards the future by the expansion of our Paint+ portfolio and our new businesses, strengthening our influencer programme and using digital tools to enhance stakeholder experience. We continuously strive to provide unique solutions using cutting-edge technologies and are committed to being a responsible member of society through our focus on sustainability

INDUSTRY PROGRESS

Over the years, the Indian paint industry has stood as a dynamic sector, offering a vast array of applications and products that cater to the diverse needs and preferences of customers.

In the recent years, the industry has experienced growth drivers like increase in infrastructure spending, growth in personal mobility largely driven by the SUV segment, a shift towards premium products, a preference for services, a wide adoption of digital technologies and the growing demand for sustainable and low-emission products.

KNPL has undertaken multiple initiatives to leverage these trends to drive business growth.

Financial Highlights

A summary of KNPL's standalone financial results for the year ended 31st March, 2024 (FY 2023-24) compared to the standalone financial results for the previous year, FY 2022-23, is as follows:

(Rs in Crores)

Revenue from operations for the year aggregated to Rs. 7,393.30 Crores as compared to Rs. 7,081.02 Crores for the previous year, reflecting a growth of 4.4%.

Average crude oil prices during the year decreased over last year. The currency further depreciated during the year, impacting raw material prices.

The deflationary trend that began towards the end of the previous financial year continued in FY 2023-24.

We continued our efforts to control overheads, with all departments working on their tasks and achieving positive results.

During the year, we granted Rs. 7,23,602 Restricted Stock Units to eligible employees as determined by our Nomination and Remuneration Committee. Consequently, our employee benefits expense includes a provision of Rs. 12.15 Crores made towards share-based payment expense for the year ended 31st March, 2024.

PBDIT for the year increased to Rs. 1,022.88 Crores compared to Rs. 793.89 Crores, reflecting a growth of 28.8%.

Depreciation for the year was recorded at Rs. 179.96 Crores, slightly higher than the previous year.

Other income increased to Rs. 93.11 Crores as compared to Rs. 30.83 Crores in the previous year.

Exceptional item includes gain on sale of factory land at Thane of Rs. 661.25 Crores netted by impairment loss of Rs. 19 Crores towards long-term investment in Sri Lanka and Bangladesh subsidiaries.

PBT for the year stood at Rs. 923.57 Crores compared to Rs. 650.36 Crores before exceptional items in the previous year, reflecting a growth of 42.0% over previous year. Furthermore, PAT increased to Rs. 1,182.87 Crores compared to Rs. 486.43 Crores, showcasing a growth of 143.2%.

Return on net worth for the year is 23.1% as compared to 11.1%, reflecting a growth of 1200 basis points due to increase in net worth and profit due to higher profit earned during the year and exceptional gain on account of sale of land.

During the year, KNPL did not accept any deposits covered under Chapter V of the Companies Act, 2013.

There are no significant or material orders passed by any regulators, courts, or tribunals against us that could impact our going concern status or our operations in the future.

There has been no change in the nature of our business during the year. Additionally, there have been no material changes or commitments affecting our financial position that occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Dividend

The Board has recommended a dividend of 375% (Rs. 3.75 per share), including a special dividend of 125% (1.25 per share) for the year ended 31st March, 2024. This compares to a total dividend of 270% (Rs. 2.70 per share) in the previous year.

Key Financial Ratios

Subsidiaries and Consolidated Financial Statements

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board has approved a policy for determining material subsidiaries. The policy is available on the website of KNPL at www.nerolac.com. Further, based on this policy, we do not have any material subsidiaries.

Indian Subsidiary

The Company's turnover was recorded at Rs. 132.80 Crores, compared to Rs. 146.80 Crores the previous year. The EBITDA during the year witnessed a dip to 1.9%, from 3.7% the previous year. The Company recorded a loss of Rs. 2.74 Crores, compared to a profit of Rs. 0.10 Crores in the previous year.

The consolidated financial statements ofKNPL, as of 31st March, 2024, are prepared in accordance with applicable accounting standards and form a part of this Annual Report Al subsidiaries of our Company as of 31st March, 2024, have been considered in the preparaton of consolidated financial statements. Additionally, a separate statement in Form AOC-1, highlighting the key features of the financial statements of our Company's subsidiaries, is included in this Annual Report Furthermore, the Annual Audited Financial Statements of all KNPL subsidiaries are available on our Company's website at www.nerolac.com.

Operations in Nepal

During the year, the turnover of KNP Japan Private Limited, our subsidiary in Nepal, was recorded at Rs. 65.92 Crores, compared to Rs. 81.16 Crores the previous year. EBITDA for the year decreased to 9.6% as compared to previous year at 10.9%. Profit after tax stood at Rs. 5.49 Crores, as compared to Rs. 7.04 Crores in the previous year.

The turnover of our subsidiary in Sri Lanka, Kansai Paints Lanka (Private) Limited, for the year stood at Rs. 34.25 Crores, compared to Rs. 26.73 Crores the previous year. The Company incurred a loss of Rs. 7.21 Crores during the year, as compared to loss of Rs. 3.48 Crores.

Kansai Nerolac Paints (Bangladesh) Limited, our subsidiary in Bangladesh, registered a turnover of Rs. 202.27 Crores for the year, as compared to Rs. 239.48 Crores in the previous year. The Company incurred a loss of Rs. 17.52 Crores during the year, compared to a loss of Rs. 13.27 Crores in the previous year.

SEGMENT-WISE PERFORMANCE

We have only one segment of activity, namely ‘paints', in accordance with the definition of ‘Segment' covered under the Indian Accounting Standards (Ind AS) 108 on Operating Segments. The performance of our Company is discussed in this Report

Overview

Our Company's rich legacy of over 100 years in catering a comprehensive range of painting solutions that provide ‘beauty and protection' has always ensured satisfaction of the evolving needs of our customers.

Our recent growth strategy centred on several key elements. We focussed on premiumisafon and introduced unique and democratised products in the Paint+ category We enhanced the customer experience for our NxtGen services and increased outreach and engagement with key influencers such as painters and architects. Additionally we expanded into new business segments, including premium wood finish and construction chemicals and built a strong pipeline for our projects business and focussed on network expansion.

Our Company has successfully built Paint+ equity through differentiated product campaigns, while also communicating about our superior technology to our viewers. Additionally, we enhanced our presence by focussing on digital marketing and branding to increase our visibility This helped us garner significantly higher engagement with consumers for our NxtGen painting services.

We expanded our smart retail solution Nerolac's NxtGen shoppe to provide superior retail experience, along with personalised painting and colour recommendations using Nix Colour sensor.

The ‘Illuminati' programme designed for architects and interior designers saw increased presence and engagement through various modes like exhibitions, one- on-one meetings and online seminars, among others.

During the year, we engaged with an increased number of painters through our painter loyalty programme ‘Pragati' and several initiatives were undertaken to drive their participation.

KNPL's project business witnessed healthy growth due to increased geographical reach, building a pipeline of project sites and launching separate range of products.

The new business segments experienced a boost, marked by increased saliency in premium wood finish, a diverse portfolio of construction chemicals and enhanced engagement with contractors.

Paint+ and New Product Launches Value Creation at Every Step

In the reporting year, our Company remained steadfast in our commitment to strategic growth and market leadership. We expanded our business with the launch of more than 15 new products, alongside 4 differentiated products under the brand ‘Paint+'. At the same time, we reinforced our core by sustaining growth in the economy and popular segments.

In the Paint+ category we emphasised providing unique and democratised product offerings to our customers.

This category includes existing products with unique features such as Excel Mica Marble Stretch & Sheen, Excel Everlast 12, Beauty Gold Washable, Nerolac Perma Damp Lock and No Damp+, among others. In the year under review, we added new products, such as the Nerolac Perma Crystal Seal, an innovative product that resists dampness and efflorescence by crystal forming technology and 2 new variants high sheen and matte to our ingenious product, ‘Impressions Kashmir', a high- end interior emulsion paint with a unique no-smell feature and luxury finish. We also introduced ‘Beauty Little Master Sheen' which exhibits exceptional whiteness and silky-smooth sheen and solidified our position as a provider of diverse, high-quality offerings.

As a result of these unique and democratised product offerings, we were able to increase the saliency of our Paint+ portfolio.

Consumer Services

The NxtGen painting service programme provided a seamless and hassle-free experience by incorporating end-to-end streamlined processes. Furthermore, it adopted a customercentric approach to cater to the diverse painting needs of consumers.

The programme garnered positive feedback and a strong consumer response, thereby witnessing substantial success. Expanding to over 250+ cities, it encompassed various services, such as client visits, site evaluation, colour consultation and painting application, all delivered by an experienced team.

Furthermore, we have established a digitally enabled robust service structure to ensure seamless, transparent and hassle- free services for our customers. The service capability has been enhanced to deliver 5,000+ sites in a month. To provide enhanced customer experience, we are in the process of deploying value-added services.

Our website provided online tools such as a Paint Budget Calculator, Colour Vsualiser and Colour Picker, enabling customers to visualise, select colours and to further assist them in decision-making for their painting needs.

Superior Retail Experience

Wth over 80+ stores nationwide, we have enhanced our customer experience by virtue of our superior retail solutions NxtGen Premium Shoppe ‘Sapphire' and NxtGen Premium Shopee ‘RUBY'. These platforms provide an immersive and comprehensive solution for home painting needs by offering expert guidance on personalised colour recommendation and need-based product recommendation. Additionally, customers can view actual paint finish panels for enhanced satisfaction.

We introduced Nerolac Colour Sensor with a unique feature which effectively uses Artificial Intelligence to recommend wall colours based on the existing colour of curtains, upholstery, cabinets and furniture.

Pragati Programme for Painters

KNPL's commitment to fostering strong relationships with all stakeholders is evident in our implementation of the Painter Loyalty programme. Our efforts have been focussed on driving secondary sales through enhanced painter engagement. Furthermore, we have increased our secondary manpower to expand our painter network and also provide personalised engagement wth our painters.

Our Company has launched several initiatives to provide personalised benefits to the painters through our digital application ‘Pragati'. We have used AI platforms to understand the buying behaviour of painters and accordingly, have recommended products and solutions unique to every painter's requirement. As part of these initiatives, we have connected with painters through shop-meets, training programmes and digital media to upgrade their product know-how and have thereby facilitated cross-selling and upselling. Moreover, we have continued to provide real-time benefits like Direct Bank Transfer (DBT) that have enhanced the attractiveness of the programme.

More than 50,000 painters were trained in paint application through classroom sessions.

Illuminati Programme for Architects & Interior Designers

The need for convenience and newer aesthetics has picked up in the recent years, characterised by an increased demand for professional services. Architects and interior designers play a pivotal role in these aspects due to their high influence on consumers' decision-making process. Their vast experience and knowledge about the latest trends, colours and aesthetics allow them to provide customised and superior offerings to satisfy the varied needs of consumers, making them trendsetters of the industry

Our architect & interior designer programme, known as ‘Illuminati', represents a pivotal step in capturing the interest of these industry-leading professionals.

We entered the segment last year and strengthened our position by making significant strides in expanding our reach and influence in the market evident through our launch in select cities. Additionally we plan to scale up the business further in the coming years. Our Company has successfully connected wth 5,000+ architects, signifying our impactful engagement wthin the architect community

We also participated in leading exhibitions, including FOAD Delhi, ABID Kolkata and IDAC Mumbai, where our Company received overwhelmingly positive feedback from architects and interior designers. In these exhibitions, we exemplified our connection with Kansai Paints and the use of Japanese Technology in our products. The attendees were shown the strength of our Paint+ products. We also took this opportunity to launch our ‘Exclusive Kansai Select' range of Premium Textures which will be available for Architects & Interior Designers.

‘LEAD', a specialised digital application for architect interface, helped enhance the accessibility to product details, product catalogues, track sites, customer tools, rewards and support ticketing system.

Wood Finishes

The wood finish business demonstrated exceptional performance during the year, particularly in the premium segment surpassing the market trend. The expansion of this business was marked by factors such as the availability of a comprehensive product range, distribution expansion and higher participation by contractors.

New products were introduced in the ICRO range, such as Soft Matt and Bio Coatings, which were well received by the architects and interior designers.

Our range of Bio Coatings is a revolutionary product offering in the PU (polyurethane) market The product replaces resins and petrochemical solvents with bio-solvents and resins of vegetable origin from controlled cultivatons, while also preserving the characteristics of polyurethane paints. Our Bio Coatngs offer consistency in quality cold liquid resistance, anti-yellowing and substantally reduces CO2 emissions.

For the OEM segment, we have specifically launched our acrylic UV range of products that imparts excellent clarity and has rapid drying characteristic for automated producton lines. This product range is accompanied by full-fledged technical services supported by our partners from Italy

In the reportng year, we expanded by entering new geographies in the Eastern, Western and Southern markets and strengthened our position in the North. Our tintng range continues to expand rapidly with massive growths in the installaton of tinting machines.

Furthermore, we have increased our connect with contractors, building their trust and recognising and rewarding their efforts through the PU+ Loyalty programme.

Construction Chemicals

Our construction chemicals business witnessed exceptional growth, beating the market trend. This heightened growth was marked by the launches of unique products, increased project business and overall higher participation from contractors.

We expanded our presence by entering new segments like Admixtures in construction chemicals and Membranes in waterproofing. Our two major star products such as Nodamp and Nodamp+ led the way with significant demand growth. Additionally, our Company launched Crystal Seal, an innovative product which forms a needle like crystal when it meets rising dampness. This product witnessed a very good response, especially in the Western Zone where rising dampness and water seepage complaints are traditionally high.

For the Projects segment we introduced Nerolac Perma Neroshield, which provides raft waterproofing, barrier to water and excellent chemical resistance to all soil types. The Nerolac Perma Nerotorch Bitumen Primer provides stability at higher temperatures, a rot-free surface and long-lasting waterproofing. On the other hand, the Nerolac Perma crystalline range of products penetrates concrete and seals capillary tracts to provide damp-free surfaces.

The existing comprehensive range of products and services, which includes Liquid Membranes, Tile Adhesives, Admixtures, General Waterproofing & Repairs, Crack Fillers, Structural Repairs (Micro Concrete, RMP), Waterproof Putty and Industrial Grouts, provides a one-stop solution for the construction chemical requirements of the customer.

In the fiscal year, our contractor strategy involved Increasing reach and strengthening loyalty, which resulted in an expanded market presence and deeper customer connections.

Adhesive

The adhesives segment has showcased a relatively subdued performance this year; however, our Company has focussed on streamlining operations in the segment. In the year under review, we added new products, increased engagement with carpenters and boosted marketing support for our adhesive business.

This year, we also launched the Nerofix premium carpenter annual scheme, which was very well received and the retention of carpenters has been extremely encouraging.

Projects

In the fiscal year, KNPL's projects business surpassed the industry's total market growth. Our business strategy focussed around expanding our geographical reach, adding contractors and concentrating on Government and CHS projects.

We increased our presence across 75+ towns, resulting in a noteworthy increase in the percentage of contractors engaged wth our Company.

We strengthened our project team to maintain a strong pipeline of potential projects, reflecting our proactive approach in securing future business opportunities. Furthermore, our Super Series product range bolstered our Company's offerings, catering to diverse project requirements.

We undertook marquee projects such as Ayodhya Dham, Wankhede Stadium, IIT Roorkee, Lucknow International Arport, Yamuna Expressway and India International Conventional Centre, among others, during the reporting year.

Marketing and Branding

In an effort to build stronger brand connections, we have integrated our iconic Nerolac jingle into all our communications with consumers. Additionally, to enhance our brand appeal, we continued our association with Ranveer Singh as our brand ambassador. Several media campaigns were rolled out for our unique and differentiated Paint+ products, such as Impressions Kashmir and Beauty Gold Washable.

We have built our Paint+ equity through differentiated product campaigns, an increased digital presence and a focus on our Japanese technological advancements in our communication.

To engage with a vast consumer base at both the national and local levels, we have used omni-channel integrated marketing communication, which helped us establish a strong connect with the consumers.

In the reporting year, we increased our digital marketing spend substantially which resulted in increased website traffic and lead generation. We developed interesting content for social media, covering various areas such as moment marketing, colour catalogue, humour and home aesthetics. Our brand has featured across marquee events such as IPL on Jio Cinema, Asia Cup and Cricket World Cup on Star Sports, India's Best Dancer on Sony TV and other regional channels, ensuring high brand visibility across key markets.

Kansai Nerolac bagged three notable media awards for the ‘Har Din Diwali' campaign — the Gold award from e4m Maddies, Gold award from Mobexx and Silver award from MMA Smarties.

Distribution Network

We undertook numerousinitiatives to strengthen our distribution network, effectively enhancing market penetration and serviceability. Our Company opened new dealerships and expedited the installation of CCD machines to expand our presence in the market, particularly in rural areas. In the reporting year, we successfully expanded our dealer network. These measures collectively contributed to increasing our market presence in Tier II, Tier III and rural markets, thereby improving our serviceability and ensuring long-term success.

INDUSTRIAL BUSINESS OVERVIEW

India's vision of building a strong economy is largely dependent on the growth of the industrial sector. The Indian Government has facilitated this growth through various initiatives and policies. The growth can be characterised by a rapid increase in the infrastructure investment, a boom in the automotive industry, increased consumption and production of electronic goods, the need for varied consumer durables and India's emergence as a manufacturing hub.

The increased infrastructure spending is evident from the Government's emphasis on projects like expressways, bridges, railways and housing.

The Automotive Mission Plan 2026 has provided a boost to the Indian automotive sector and aims to make the Indian automotive industry the driving factor of the Make in India initiative.

In FY 2023-24, KNPL's industrial business witnessed a decent surge over the last year. The objective of our industrial business strategy revolved around growth and sustenance by offering technologically superior products, promoting premiumisation, launching sustainable products to reduce VOC and carbon emissions and diversifying our business by entering new segments and businesses.

Our state-of-the-art R&D centre solidified our leadership position in the market by supporting continuous technological launches and advancements. This also allowed us to launch industry-first features and offerings for our customers.

Our agility in aligning with and swiftly responding to the market has been instrumental in driving our Company's growth.

Overview

In the automotive segment, KNPL has established a distinctive presence across a wide spectrum of vehicle segments, encompassing passenger vehicles, two-wheelers, as well as commercial and electric vehicles. This vast portfolio has helped in consolidating our leadership position in the industry We are currently focussed on developing new technologies and entering new business segments.

The rising demand in the automotive segment has been due to the fast-paced technological advancements, higher disposable income and increased personal mobility among consumers with an affinity towards SUVs. Furthermore, the increasing awareness of climate change has led consumers to prioritise sustainable and cost-efficient alternatives, leading to the enhanced popularity of electric vehicles (EVs) and hybrids.

In the reporting year, KNPL commissioned several lines for ED (Electrodeposition) for multiple OEM manufacturers, demonstrating our capabilities to meet our customer's stringent service and quality standards.

New Segment in the Automotive Business

In our Company's new automotive segment, we strengthened our position in alloy wheels and entered zinc-flake coatings, PT and Booth chemicals. This helped solidify our existing portfolio with seam sealers and underbody blacks.

Our strategic investments in new business segments, product development and technology upgrades have helped strengthen our market position and meet and align ourselves for long-term success in the automotive industry

Passenger Vehicles

Our passenger vehicle segment demonstrated consistent growth, maintaining the upward trajectory and momentum established earlier during the year. This growth was particularly fuelled by the SUV segment, which showed considerable resilience and strong demand. The introduction of new models further bolstered this trend, attracted consumer interest and contributed to the overall expansion of the passenger vehicle market

Importantly we capitalised on the growth trend, utilising our strong focus on serviceability and manufacturing prowess, which is effectively backed by our state-of-the-art R&D infrastructure.

In the PV segment our Company introduced products with high functional and aesthetc appearance. We launched Tin- free CED suitable for nano pre-treatment and characterised by superior surface preparation and better edge protecton. The introduction of Tin-free CED demonstrates KNPL's commitment to delivering high-quality products that meet the evolving needs of the market

Additionally we launched high-performance acid etch clear for the alloy wheel segment, a proof of our dedication to technological innovation and efficiency, setting new benchmarks in the passenger vehicle segment.

Two-Wheeler

The two-wheeler segment witnessed a subdued performance in the first half of the year but bounced back during the festive season in the second half.

The market for two-wheelers offers significant growth potential, wth an increased demand observed for high-quality, durable and attractive two-wheeler paints. The market is driven by factors such as the growing adoption of electric two-wheelers, rising concerns of carbon emission and rapid urbanisation. At KNPL, we have a deep understanding of consumer preferences, industry trends and technological advancements and are committed to adapting our product offerings to meet evolving market demands.

In line with our commitment we have introduced a common low- bake monocoat metallic for metal & plastic, our high-bonding base coat suitable for powder coating primer and a heavy metal free primer for petrol tanks of motorcycles. This further demonstrates our unflinching pursuit of durability and long-term performance, meeting the rigorous demands of the industry

Commercial Vehicles and Tractors

KNPL's automotive business witnessed continued growth momentum in the medium & heavy commercial vehicle segment The trend reflected a growng demand for logistics, network expansion and increased infrastructure spending. The tractor segment was saddled due to the low demand caused by a slowdown in agricultural activities.

In the reporting year, we introduced anti-corrosive primer, which improved the durability of the vehicles and enhanced topcoat workability

Electric Vehicles (EV)

Electric vehicles (EV) are steadily making their mark in India's growing passenger vehicle market. Our Company's leadership position in the EV segment is a result of our continuous proactive endeavours in market penetration and portfolio expansion. This has been through the introduction of vibrant colours, aimed at staying ahead of colour trends.

At KNPL, we have aligned ourselves with the evolving customer preferences in the electric passenger vehicle and two-wheeler segments. As such, we have successfully solidified our presence across major OEMs and have achieved noteworthy advancements in market share.

Business Overview

KNPL has showcased appreciable business growth during FY 2023-24. Our efforts revolved around premiumisation, the introduction of newer technologies, securing new approvals and network expansion.

These efforts have been reflected in our focus on delivering high-quality coatings that meet the highest industry standards.

In the powder segment, we have a comprehensive product portfolio of premium products suitable for varied applications such as rebar coatings, construction equipment, super durables, pipe coatings and heat resistant powders.

In liquid coatings, we successfully secured new approvals from customers for multiple collaborations in segments, such as high-end coating for bridges, railways, the oil & gas segment and appliance coatings.

This strategic move has allowed us to expand our product offerings and reach a wider customer base. By providing our clients with a large array of choices, we have met their unique needs and exceeded their expectations.

Powder Coating

KNPL experienced marginal growth in the powder segment, while the premium segment witnessed a strong growth. The higher growth and saliency in the premium segment has resulted in an improved bottom-line. Our Company's commitment to quality and customer satisfaction has enabled us to enter new and competitive businesses, supported by our strength in technologically advanced products.

The growing affinity for metallics and vibrant colours inspired us launch to the ‘Exotica Clear powder'. Having a unique glitter & sparkle, this powder can be applied on any base coat for OEM and consumer electronics and has helped us remain at the forefront of industry trends.

Liquid Coating

For FY 2023-24, both the general industrial and high- performance coating segments recorded strong growth. In coil coating, we witnessed decent demand growth.

In the reporting year, KNPL focussed on premiumisation and new technological advancements like anti- carbonation, fluro-polymer based multi-coats 2C-1B systems and coatings for internal pipes. Consequently, the premium segment expanded at a much faster rate, thereby increasing its saliency in the overall liguid coating segment

Our Company also increased manpower in unrepresented areas and used differentiated communication strategies to reach out to more dealers, resulting in improved business from the channel.

On the whole, we are well-positioned to maintain our growth trajectory in this segment and continue to meet customers' evolving needs, powered by our Company's strong foothold and technological synergy with KPJ & Group Companies.

AUTO REFINISH

KNPL also witnessed healthy growth in the automotive refinish business, marked by increased growth in the premium segment due to authorised A-class body shops.

The strategic focus on the automotive refinish business was centred on leveraging new technologies, broadening the range of ancillary products and expanding the exsting network. This strategic approach aimed to enhance competitiveness, improve product offerings and strengthen market presence.

In the reporting year, KNPL also introduced the next-generation waterborne paint system, RETAN WB EV This innovative product launch signified our commitment to staying at the forefront of technological advancements in the coatings industry.

RESEARCH & DEVELOPMENT(R&D)

Overview

In recent years, our Company has established itself as a trailblazer in the coatings industry. KNPL's R&D team is focussed on developing innovative solutions that cater to our customers' dynamic needs, while aligning with the organisation's sustainability objectives. In the reporting year, we filed two patents related to paint composition and the process of preparing paints.

One of our standout achievements included the introduction of ground-breaking technologies which met the stringent requirements of the industry.

KNPL thrived in automotive coatings with remarkable success, by introducing technologies which helped reduce resource use and energy consumption. We developed products which are free of heavy metals and are designed to enhance performance while adhering to stringent environmental standards.

In the performance coatings domain, KNPL has introduced cutting-edge solutions tailored for specific applications, such as a high-performance coating system for semi high-speed railway coaches. These developments underscore KNPL's commitment to pushing the boundaries of innovation while addressing critical industry challenges.

Our R&D team works closely with value chain partners on value engineering, localisation and supply risk mitigation.

Kansai Paint Group Companies

Over the years, we have sustained our technological dominance in industrial coatings by staying ahead of the competition. We received valuable assistance and technical guidance from Kansai Paint Co., Ltd., Japan (‘KPJ'), a leading global player in the field with years of experience in designing and developing technology. Accordingly, we collaborated closely with KPJ to develop customised paint and resin formulations tailored for Indian customers. We developed tin-free CED, stoving primer for 4W body application and several other products with high aesthetics and functional performance. KPJ also provides customers with the knowledge of emerging global colour trends and offers first-class technical assistance to Indian clients based on their experiences across the world.

Additionally, our Company collaborates with the KPJ Group companies across the globe to provide Indian customers with differentiated technologies across a spectrum of end-user industries. These include industrial coatings, coil coatings, ARF and decorative paints.

Key Developments in Decorative Paints

Aigned with our Paint+ positioning approach to delivering products with differentiated features, our R&D team has relentlessly worked towards developing innovative and unique solutions for varied customer needs.

We have captivated the economic segment of the market with Beauty Little Master Sheen, an innovation that showcases a soft, alluring sheen, brighter finish, good durability and coverage and excellent washability.

In the construction chemicals category, we have launched Nerolac Perma Crystal Seal, a pioneering solution that forms needle-like crystals upon encountering rising dampness, effectively preventing water seepage.

Furthermore, we have developed a crystalline range of products and High-Density Polyethylene (HDPE) membranes. The crystalline technology used in the products penetrates concrete and seals capillary tracts, provides excellent waterproofing, self-heals cracks and is non-toxic for the environment. The HDPE membranes act as a barrier to water, moisture, gas and provide excellent soil resistance.

In wood finish, we have launched RTU Acrylic Lacquer, available in both glossy and matte finishes, providing versatile options for enhancing the aesthetic appeal of wooden surfaces. Additionally, we have expanded our 2K Gloria shade offering by introducing an impressive array of 192 RAL shades, offering unparalleled variety and customisation for our valued customers.

Key Developments in Automotive segment

KNPL's Automotive paints division benefits from our strong in-house R&D expertise and support from KPJ, giving it an edge over competitors. The R&D team collaborates closely with clients to create long-term product roadmaps and shade designs. The team also works closely with them to develop customised value-added and value-engineering projects that deliver significant value in areas such as finish, consumption reduction, productivity and energy savings.

Passenger Vehicle Segment

In the passenger vehicle (PV) segment, KNPL has introduced a new variant of Tin-free CED(Cathodic Electro Deposition). This variant is suitable for nano pretreatment with high solid emulsion technology is free from heavy metals and Hazardous Air Pollutants (HAPs) and has low VOC emissions. Notably the innovative product reduces dry film thickness, resource and energy consumption during baking, contributing to a more sustainable coating solution in the PV segment.

Additionally we have launched a high-performance acid etch clear specifically designed for the alloy wheel industry This launch has expanded our range of advanced coating solutions in the PV segment and has demonstrated our commitment to innovation, sustainability and strategic partnerships.

These advancements position our Company as a market trailblazer-leader in the PV segment, offering high-quality eco-friendly and efficient coating solutions to all our customers.

Two-Wheeler Segment

Our Company has achieved notable progress in the two-wheeler industry through the implementation of a universal conductive primer compatible with various plastic components, such as ABS, PP, Nylon and their diverse grades. By ensuring uniform conductivity among various plastic materials, this novel precursor optimises the coating procedure in the two-wheelers.

Our Company has also developed a primer devoid of heavy metals and specifically engineered for petrol tanks of motorcycles, with environmental and safety considerations taking precedence. Apart from this, we have introduced a high-bonding base coat, which is compatible with powder coating primers and provides high corrosion resistance. Our low-bake monocoat metallic for metal and plastic products is another new addition, assisting clients in decreasing the baking temperature and inventory

Such technologically advanced products can address the specific requirements of the two-wheeler market by guaranteeing long- lasting and resilient coating applications

Commercial Vehicles Segment

In the commercial vehicle segment, KNPL has achieved significant milestones. We have developed a low-bake 2K PU 3C1B system, set to replace the existing 3C1B TSA system. This variety offers greater finish, chemical resistance and performance at a lower baking temperature.

Furthermore, a high-performance anticorrosive primer has been introduced for the painting of commercial vehicle bus bodies. This primer is tailored to meet the specific requirements of bus body painting, offering superior corrosion resistance and durability It represents a significant advancement in coating technology ensuring long-lasting protection and a smoother finish.

These developments underscore KNPL's commitment to innovation, quality and sustainability in the commercial vehicle segment. Our Company's advanced coating solutions are designed to meet the evolving needs of customers and enhance the overall performance and longevity of commercial vehicle coatings.

Key Developments in Performance Coatings

In the performance coatings segment, KNPL has made significant strides in innovation and sustainability Our Company has developed a high-performance coating system for semi high-speed railways, featuring superior aesthetics and a longer lifespan. This development addresses the growing demand for durable and visually appealing coatings in the transportation sector.

Furthermore, KNPL has devised high-performance coating systems in response to a new specification for refineries. We have approved new products for maintenance and have begun new projects at various locations within the refinery Additionally, we have introduced a solvent-free epoxy glass flake exterior coating for refinery pipelines that offers enhanced durability and sustainability aligning with industry trends towards eco-friendly solutions.

For the railways, KNPL has formulated an Epoxy High Build Primer and CELATECT Topcoat wth fluoro polymer. These products offer superior performance and durability, addressing the specific needs of the rail industry and enhancing the overall quality of coating solutions in the performance segment

These key developments highlight KNPL's commitment to innovation, sustainability and customer satisfacton, positoning our Company as a market leader in the industry

Key Developments in Powder Coatings

Wthin the powder coating segment, our Company has achieved notable progress in adhering to industry norms and diversifying our range of products.

Our Company has introduced Exotica Clear powder for the OEM/Fan market segment. This innovative product features a distinctive glitter and lustre, adding a touch of elegance and sophistication to any base coat The versatility of Exotca Clear powder allows it to be applied to a wide range of base coats, making the product a popular choice for customers seeking a unigue and eye-catching finish.

These key developments demonstrate our commitment to innovation, guality and compliance, making our Company a trusted and reliable supplier of powder coating solutions in the market.

Key Developments in Coil Coatings

Wth regard to coil coatings, our Company has developed a high-build coatng system, Nerocoil, which boasts increased durability and longevity Nerocoil is designed for puff-panels on high-rise structures, airports and other such applications. Notably this innovative product is suitable for both domestic and international markets, addressing the increasing demand for coated metals in infrastructure development and construction projects.

Key Developments in Auto Refinish

In the reportng year, we launched a next-Gen Water borne paint system RETAN WB EV. This innovative product line is focussed on maintaining sustainability, improving efficiency and minimising environmental impact in terms of low VOC and carbon footprint.

Instrument Analysis and Analytical Capabilities

We have invested in a vacuum metalising set-up to build our capabilities for entering new and niche market segments.

SUPPLY CHAIN

At KNPL, we embrace the diverse challenges within our supply chain as opportunities for growth and innovation. From navigating geopolitical uncertainties to managing crude oil price fluctuations, forex volatility and sustainability priorities, we approach each challenge with a strategic mindset. These hurdles serve as catalysts for enhancing our operational efficiency fostering cost-effectiveness and reinforcing our resilience in a dynamic market landscape. By proactively addressing these challenges, we are poised to strengthen our supply chain, optimise performance and uphold our indomitable commitment to sustainability and ethical practices.

Our Company has an extensive supply chain network of eight owned factories and multiple Processing Centres for flexble production support

Our supply chain at KNPL continues to be a source of competitive advantage and ensures the highest standards of quality in manufacturing and leading benchmarks in costs. Moving forward, we aim to enhance the agility and resilience of our supply chain further by investing in our capabilities and deploying advanced technologies to drive better efficiencies across the value chains.

The focus of KNPL's supply chain is to deliver utmost value to stakeholders with superior services, increased agility and a sharp focus on sustainability Rapid digital transformation in the customer landscape requires our supply chains to be at the forefront to be able to serve the fast-evolving customer needs. Our Company's supply chain is progressing through a holistic digitisation journey based on a ‘plan, source, make and deliver' approach, leveraging the power of data, technology and analytics. Our digital planning strategy aims to provide predictability enable optimisation and drive the agility of our planning decisions in the face of emerging demand fluctuations. For the sourcing of raw materials, we are aiming to use digitisation to enable right price discovery competition analytics for value unlocks, better traceability and compliance tracking.

The end-to-end digital transformation of our supply chain and purpose-led partnerships will enable us to create a future-fit supply chain.

INFORMATION TECHNOLOGY

Our commitment towards investing in advanced technology solutions is focussed on fostering seamless collaboration, extracting valuable insights, improving operational efficiencies and delivering captivating customer experiences.

To achieve these goals, we are actively exploring strategies to incorporate cutting-edge technologies that leverage people, products and processes.

Our IT strategy entails making customer-facing processes more technology-driven and real-time. Alongside, business processes are being made more responsive to market needs and operational costs are being optimised using advance technology We have gone live through our Ariba-SAP Procurement Portal for indirect purchases, which is set to digitise the entire procurement process.

A real-time visibility can be helpful for making business decisions and is required specifically to manage complex supply chains and streamline operations at various levels. Our Integrated Business Planning tool to provide real-time supply chain visibility is under implementation. This tool can be integrated with our core ERP system to get a connected view on managing real-time demand and can help align our supply chains accordingly.

We have also started our E-commerce journey to provide robust, advance and interactive digital platform to support our decorative business strategy

For benchmarking ourselves in world-class manufacturing, we have made several technological advancements on the manufacturing forefront These include IOT-enabled technology for measuring the performance KPIs for smart manufacturing and barcoding for issuance of materials in the manufacturing processes.

At KNPL, we have strengthened our cybersecurity posture to make our IT framework stronger and more resilient We are also focussing on continuous improvement in IT end user experience by deploying user-friendly office applications which can help improve the efficiency and speed of our operatons with required controls.

PEOPLE

At KNPL, our philosophy is deeply rooted in cultivating a culture that encourages collaboration, innovation and empowerment. We have proactively cultivated a work environment that prioritises the needs and well-being of our employees, recognising that their growth and happiness are integral to the organisation's success. This approach revolves around building a culture of openness, collaboration and empowerment, where employees feel valued, heard and empowered to contribute to organisational development. As of the end of FY 2023-24, we had a total of 3,784 permanent employees who embody our core values and proudly identify themselves as part of the ‘I AM Nerolac' family.

Innovation, Collaboration, Empowerment

In the reporting year, we launched AVNYA', a transformative digital space that facilitates the sharing and development of innovative ideas among employees. To foster a culture of innovation, we launched 3 innovation seasons during the year. Each of the seasons revolved around a specific agenda that we wanted to drive as part of our innovative endeavours. The AVINYA platform was deployed to generate and evaluate ideas in a structured and well-defined process. The platform actively engages employees in the idea generation process and encourages them to provide solutions to specific issues. The social features of the platform, such as likes, shares and comments, foster a sense of community and collaboration among employees, promoting a culture of innovation and creativity

The innovation seasons have received an overwhelming response from employees across all functions, with over 1,000 ideas contributed during the year. The ideas generated encompassed a wide range of themes, reflecting the diverse perspectives and expertise of the workforce. Post rigorous assessment, the top ideas were further shortlisted and selected for implementation.

By promoting a collaborative environment for idea generation and implementation, the AVNYA platform empowers employees to take ownership of their ideas and contribute to the organisation's success.

Well-Being

Our Company values a thriving work environment where employee well-being takes precedence, recognising that a healthy body and mind are essential for achieving outstanding results. To support this, KNPL launched several initiatives, including the Wellness Corner App, which caters to both physical and mental well-being and provides access to experts.

Additionally, we initiated the Step Challenge 2.0 to promote a healthy lifestyle, with Nerolites collectively walking 53 Crores Steps.

We recently started hosting Wellness Wednesday sessions, which cover a wide range of themes like mental and physical health, productivity, emotional intelligence and more.

Building

Developing employee capabilities is essential for nurturing a strongleadership pipeline and enhancing skillsto achieve professional objectives, while improving team efficiency

In the reporting year, KNPL launched Abhyaas, an online audio-visual self-learning tool focussed on product training. It is designed to educate employees and new joinees on various aspects like product features, unique selling proposition, product comparison and benchmarking.

We continued our unique Capability Building Programme in collaboration with world-class organisations, aimed at preparing a leadership pipeline for KNPL and making them future-ready.

Additionally we introduced Lead with Impact trainings for managers to enhance their skills and knowledge as they advance in their careers, contributing to achieving their professional goals and improving overall efficiency wthin their teams.

Our Advanced Sales Training programme empowers sales front-liners with essential skills, knowledge and confidence for effective customer interactions, understanding needs and successfully closing deals.

Furthermore, we provide upskilling opportunities to our employees through Percipio, our digital academy, which offers opportunities for employees to develop their skills and advance their careers.

Employee Connect

Enhancing employee connect is vital for promoting collaboration, knowledge sharing and engagement, which ultimately strengthens the relationship between employees and the organisation.

KNPL engages employees with the Life@Nerolac initiative. This year, our Company launched the initiative on a digital platform to enhance employee experience, promote collaboration, knowledge sharing and engagement. The platform empowers employees to share updates, ideas and praise each other, fostering a sense of community and camaraderie within the organisation.

Additionally, we have established several effective employee connect and communication platforms. These platforms, including the MD's Townhall, Coffee with HR, Works Manager Address and Annual Learning Conference, significantly strengthen the relationship between employees and the organisation. Through these initiatives, employees are encouraged to stay informed, actively participate and feel valued and involved in our Company's activities.

Nurturing Talent

Nurturing talent is essential for hiring and developing the best employees. It provides opportunities to grow and succeed within the organisation, fostering a strong talent pipeline.

To nurture talent, we have introduced Campus Collaboration, a key initiative through which we recruit promising graduates from reputed management and technical institutes. We are committed to hiring the best talent and empowering them with opportunities to thrive and succeed within our organisation.

Gurukul's aim is to hire fresh talent from the institute for Summer Training Programme. Aarambh' s aim is to hire talent and nurture Gurukulers to transit to Aarambh Campus Programme via PPO's where they are further hired as Management Trainees, Graduate Engineering Trainees, Technical Trainees and Sales Trainees based on educational qualifications. This initiative is thoughtfully designed to hire and groom freshers, nurturing them to become future leaders in their respective fields. Geared towards facilitating a seamless transition, this programme is designed to assist freshers in smoothly entering the corporate world by providing them with a solid foundation in their chosen fields.

Furthermore, we have launched the Neon Innovation Challenge, which has garnered participation from several prestigious campuses. Students from different backgrounds and disciplines collaborated to solve problems. The challenge was designed to be a real-world experience for the students, where they were required to apply their theoretical knowledge to practical problems.

Performance Management

KNPL's performance management process encompasses setting goals, mid-year check-ins and annual performance evaluations. Our Company's performance dashboard provides timely feedback on key performance indicators, empowering employees to stay on track and make necessary adjustments.

At KNPL, our focus on employee well-being, connection, capability building and talent nurturing has earned us our recognition as a Great Place to Work. This showcases our Company's commitment to creating a positive work environment that fosters the growth and development of our employees.

COMMUNITY DEVELOPMENT

KNPL's commitment to corporate social responsibility (CSR) extends beyond the confines of our operations, radiating outwards to benefit society Guided by a philosophy of being a conscientious and compassionate neighbour, KNPL strives to contribute meaningfully to the betterment of humanity particularly for the underprivileged communities. In line with this objective, we have linked our CSR programmes to the United Nations' Sustainability Development Goals (UNSDGs), emphasising the organisation's dedication to sustainable development and social responsibility.

The current fiscal year saw our Company enhance our CSR efforts, wth a focus on 29 districts from the aspirational districts designated by the Government of India. These initiatives have been designed to benefit the underprivileged sections of society and enhance KNPL's reputation as a responsible corporate citizen. Through these actions, our Company also aims to encourage individual employees to embrace their societal duty, developing a sense of compassion and awareness towards those in need.

KNPL's CSR initiatives are varied and multifaceted, encompassing from rural/community development to promoting education, ensuring environmental sustainability and providing preventive healthcare & sanitation. With more than 28% of KNPL's employees volunteering for such activities in the FY 2023-24, we are succeeding in fostering a culture of social responsibility among our workforces.

Under our Women Empowerment Programme, we have undertaken projects such as group farming through livelihood intervention and tailoring courses. In the Group Farming project, our Company has impacted the lives of around 20 women from villages near our Plants. The area for cultivation has increased by more than five-fold and agricultural production has increased by nearly six-fold. The total area of land under cultivation was around 10 acres which has now reached 21 acres. We have also conducted training sessions for women on stitching and tailoring, whereby 60 women have been trained. The aim of this initiative is to enhance the skills and help the women contribute to the household income.

In the area of healthcare and sanitation, KNPL provides necessary equipment and support to nearby hospitals to aid in the treatment of related diseases. In the pursuit of environmental sustainability, our Company has taken a proactive approach by implementing various initiatives such as planting trees, harvesting rainwater, conducting cleanliness drives and promoting the use of solar energy These efforts have contributed to improving the quality of life on land and paved the way towards a greener future.

ENVIRONMENT, SOCIAL AND GOVERNANCE

At KNPL, the concept of material issues involves identifying and prioritising key concerns that significantly influence our capacity to generate value for stakeholders. These material issues are deemed crucial due to their potential to substantially impact our Company's commercial sustainability social significance and stakeholder relationships.

By recognising and addressing these material issues, we aim to proactively manage our impact enhance our resilience and uphold our commitment to creating sustainable value for all stakeholders.

OPPORTUNITIES AND THREATS

Information for this section can be found in the ‘Opportunities and Threats' section under the Corporate Overview.

RISKS AND CONCERNS

Information for this section can be found in the ‘Risks and Concerns' section under the Corporate Overview.

OUTLOOK

The Indian paint business is dynamic, offering a wide range of products to meet varied consumer needs. With the Government's focus on infrastructure, affordable housing and smart cities, the demand for paint in India is projected to rise. The industry holds immense growth potential, both in the near term and long term, especially with the entry of new players fostering market expansion and innovation.

Consumer preferences are evolving rapidly, favouring sustainable products and embracing digital and social media platforms. This trend is expected to continue, paving the way for further product innovation and sustainability initiatives.

We are committed to creating value for our stakeholders in the medium to long term, while strengthening the culture of innovation, collaboration and empowerment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Our internal control systems are designed to monitor and manage our day-to-day operations efficiently These systems ensure compliance with numerous concepts, regulations and norms, adhering to methodology requirements. To enhance our internal control mechanisms, we have implemented an Internal Financial Control system in compliance with the provisions of Section 134(5)(e) of The Companies Act 2013. This system provides the Board of Directors with additional oversight capabilities. The implementation of these systems follows the framework outlined in the Guidance Note on Audit of Internal Financial Controls in Financial Reporting issued by The Institute of Chartered Accountants of India, aimed at addressing KNPL's operational and financial risks. Moreover, our systems undergo testing by statutory auditors using automated techniques.

Control Efficiency Index and Robust Control Index

The Control Efficiency Index (CEI) and the Robust Control Index (RCI) remain integral to our Company's strategy for assessing internal audit effectiveness. We measure our control mechanisms against industry benchmarks to maintain efficient operations. Our internal audit programme focusses on determining gaps in control design, policy design, control or process deviations, IT systems and regulatory compliance. Additionally, our internal audit programme evaluates the potential for automation in control processes and we leverage audit results to enhance our Company's internal controls.

Compliances

KNPL has developed a dashboard to monitor key legislative changes notified by various Government authorities, which are then tracked by the Management for requirements and implementation. Our Company tracks and ensures regulatory compliance online through the Legatrix system. The system is updated regularly with all the changes in compliance as they occur. The online tracking and tracing of completion help ensure strict adherence to regulations. In addition, our Company tracks any legal cases through the Roznama System.

AWARDS AND RECOGNITION

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis section of this report describing the Company's objectives, estimates and expectations may be ‘forward-looking statements' within the meaning of the applicable laws and regulations. The actual results might differ materially from those either expressed or implied.

2. Directors' Responsibility Statement

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, ("the Act"), the Board of Directors to the best of its knowledge and belief and according to the information and explanations obtained by it, hereby state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. t he 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 of the Company for that period;

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

iv. the directors have prepared the annual accounts of the Company 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 are operating effectively; and

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

3. New Projects

During the financial year, the Company has:

1. augmented capacity of Alkyd Resin and Emulsion at its Jainpur plant, to support the increased demand for paints;

2. expanded water-based paint capacity at its Hosur plant;

3. started manufacturing Tin-free CED paint at its Bawal and Sayakha plants, for automotive customers;

4. deployed high speed filling lines at its Hosur plant, to achieve higher mixer turnover and higher operational productivity.

The proposed capacity expansion project at the Jainpur plant for water-based paint and setting up of the Greenfield paint manufacturing unit at Visakhapatnam, are on schedule.

4. Land Monetisation

The Board of Directors of the Company had approved the proposal for sale of Company's land at Kavesar, Thane admeasuring 96,180 sq. mts to Shoden Developers Private Limited, a group company of House of Hiranandani (hereinafter referred to as Shoden Developers) for consideration of Rs. 655 Crores. During the financial year 2023-24, upon completion of procedures and approvals as required for the sale, the Board of Directors approved the aforesaid sale transaction including the sale of additional area admeasuring 910 sq. mts., thus aggregating to a total area of 97,090 sq. mts., together with the transfer of rights in land admeasuring 6,300 sq. mts. at Kavesar for a total consideration of Rs. 671 Crores to Shoden Developers. The Company entered into a Deed of Conveyance on 30th June, 2023, for the aforesaid transaction.

Further, during the financial year 2023-24, the Board of Directors of the Company also approved a proposal for sale of the Company's land parcel at Lower Parel, Mumbai, together with building thereon to Aethon Developers Private Limited, subsidiary of Runwal Developers Private Limited (hereinafter referred to as Aethon Developers), for a consideration of Rs. 726 Crores. Accordingly, the Company entered into an Agreement for Sale with Aethon Developers. The sale is subject to completion of procedures and approvals as may be necessary in this regard. As part of the procedure, the Company entered into an Agreement for Sale with the Bombay Zoroastrian Jashan Committee, Lessor, for purchase of revisionary rights of a land parcel at Lower Parel, of which the Company is the Lessee, subject to requisite approvals, for a consideration of Rs. 48 Crores.

5. Change in Registered Office

During the year under review, the registered office of the Company was shifted from Nerolac House, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 to 28th Floor, A-wing, Marathon Futurex, N. M. Joshi Marg, Lower Parel, Mumbai 400 013.

6. Directors

In terms of the provisions of the Act and the Articles of Association of the Company, Mr. Takashi Tomioka (holding Director Identification Number 08736654), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offers himself for re-appointment.

Mr. Shigeki Takahara (holding Director Identification Number 08736626), Non-Executive Director and a representative of Kansai Paint Co., Ltd., Japan, the Promoter Company, resigned from the Board of the Company with effect from 26th June, 2023 on the directions of the Promoter Company. The Board placed on record its sincere appreciation and gratitude for the valuable contribution made by Mr. Takahara, during his association with the Company.

The Board of Directors of the Company, on recommendation of the Nomination and Remuneration Committee, appointed Mr. Pravin Chaudhari (holding Director Identification Number 02171823) as a Non-Executive Director of the Company with effect from 26th June, 2023, liable to retire by rotation, in the casual vacancy caused by the resignation of Mr. Takahara. The Shareholders approved the aforesaid appointment of Mr. Pravin Chaudhari at the 103rd AGM of the Company held on 26th June, 2023.

None of the Directors are disqualified as on 31st March, 2024 from being appointed as a Director under Section 164 of the Act.

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). In the opinion of the Board, all the Independent Directors possess integrity, relevant expertise and experience including proficiency required to be an Independent Director of the Company. They fulfill the conditions of independence as specified in the Act and SEBI Listing Regulations, comply with the Code for Independent Directors as prescribed in Schedule IV of the Act and are independent of the Management.

The Company has a Code of Conduct for Directors and Senior Management. All the Directors and members of Senior Management have confirmed compliance with the Code.

Details with respect to the composition of the Board, the meetings of the Board held during the year and the attendance of the Directors thereat have been provided separately in the Annual Report, as a part of the Report on Corporate Governance.

7. Key Managerial Personnel

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel: Mr. Anuj Jain, Managing Director, Mr. P. D. Pai, Chief Financial Officer and Mr. G. T. Govindarajan, Company Secretary.

8. Meetings of the Board

The Board met 8 (eight) times during the financial year ended 31st March, 2024. The meeting details are provided separately in the Annual Report, as a part of the Report on Corporate Governance. The maximum time gap between any two meetings did not exceed 120 days, as prescribed in the Act and SEBI Listing Regulations.

9. Board Evaluation

In terms of the applicable provisions of the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee and Board of Directors have approved a framework which lays down a structured approach, guidelines and processes to be adopted for carrying out evaluation of the performance of the Directors, the Board as a whole and its Committees. The criteria are broadly based on the Guidance Note on Board Evaluation, issued by the Securities and Exchange Board of India.

Detailed questionnaires covering various parameters relevant for the evaluation are circulated to the Directors. The feedback received from the Directors is discussed at the meetings of Independent Directors, Nomination and Remuneration Committee and Board.

For the year under review, the Board carried out the evaluation of its own performance, its Committees and individual Directors. Evaluation results as collated and presented, were noted by the Independent Directors, Nomination and Remuneration Committee and Board.

10. Particulars on the Committees of the Board

The details with regard to the composition of the Committees of the Board and the number of meetings held during the year of such Committees, as required under the SEBI Listing Regulations, is separately provided in the Annual Report, as part of the Report on Corporate Governance.

11. Audit Committee

In terms of the provisions of Regulation 18 of the SEBI Listing Regulations read with Section 177 of the Act, the constitution of Audit Committee as on 31st March, 2024 is as follows:

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

12. Corporate Social Responsibility

In terms of Section 135 of the Act, the constitution of the Corporate Social Responsibility ("CSR") Committee as on 31st March, 2024 is as follows:

The functions of the CSR Committee are to:

(a) formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII of the Act;

(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

(c) monitor the CSR Policy of the Company from time to time.

During the financial year ended 31st March 2024, 2 (two) meetings of CSR Committee were held on 24th November, 2023 and 20th March, 2024 which was attended by all members of the Committee.

The Board on recommendation of the CSR Committee has framed a CSR Policy and the same is available on the website of the Company at https://www.nerolac.com/ financial/policies.html.

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, including a brief outline of the Company's CSR Policy, is annexed to this Report as Annexure 1.

13. Risk Management Policy

The Company has identified the risk areas in its operations along with its probability and severity, department wise. An effective Risk Management Framework is put in place in the Company in order to analyze, control and mitigate risk. Risk profiling is also put in place for all the areas of operations in the Company and well integrated in the business cycle. The various risks to which the Company is exposed are disclosed as a part of Management Discussion and Analysis, hereinabove.

The Risk Management Framework of the Company comprises of Risk Management Committee and the Risk Officers.

In terms of the provisions of Regulation 21 of the SEBI Listing Regulations, the constitution of Risk Management Committee as on 31st March, 2024 is as follows:

14. Remuneration Policy

The Board of Directors has adopted a policy which deals with (i) criteria for determining qualifications, positive attributes and independence of Director and (ii) remuneration for Directors, Key Managerial Personnel and other employees ("Remuneration Policy").

The features of the Remuneration Policy are as follows:

• The Company, while constituting the Board shall draw members with appropriate skills, experience and knowledge from diverse fields such as finance, law, management, sales, marketing, architecture, administration, research, corporate governance, operations or other disciplines related to the Company's business. There shall be no discrimination on the basis of gender, race, ethnicity and nationality while determining the board composition.

• A Director shall be a person of integrity, who possesses relevant expertise and experience. He shall uphold ethical standards of integrity and probity and act objectively and constructively. He shall exercise his responsibilities in a bona-fide manner in the interest of the Company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

An Independent Director should meet the requirements of the Act and SEBI Listing Regulations, concerning independence of directors. The Company shall also obtain certification of independence from the Independent Director in accordance with the Act and SEBI Listing Regulations.

• The remuneration paid to Whole-time Directors is subject to the limits laid down under Section 197 and Schedule V to the Act and in accordance with the terms of appointment approved by the Shareholders of the Company. The remuneration of the Whole-time Directors is determined by the Nomination and Remuneration Committee based on factors such as the Company's performance and performance/track record of the Whole-time Directors. The remuneration consists of Salary, Commission, Company's contribution to Provident Fund and Superannuation Fund, House Rent Allowance (HRA), Leave Travel Allowance (LTA) and other perquisites and allowances in accordance with the rules of the Company, applicable from time to time.

• The Non-Executive Independent Directors are paid commission within the ceiling of 1% of net profits of the Company as specified in Section 197 of the Act. The commission payable to Non-Executive Independent

Directors is decided by the Board, on recommendation of the Nomination and Remuneration Committee, based on a number of factors including number of Board and Committee meetings attended, individual contribution thereat etc. The Non-Executive Directors are also paid sitting fees for attending the meetings of the Board or Committee thereof within the limits prescribed under the Act.

• The objective of the policy is to have a compensation framework that will reward and retain talent.

• The remuneration will be such as to ensure that the correlation of remuneration to performance is clear and meets appropriate performance benchmarks.

• Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and variable pay reflecting short and long term performance objectives of the employees in line with the working of the Company and its goals. The short and long term performance objectives cover amongst various aspects industry performance, customer performance, overall economic environment, financial performance and performance on Environment, Social and Governance objectives.

• For Directors, the Performance Pay will be linked to achievement of Business Plan (achievement of short-term and long-term business objective).

• For Heads of Department, the Performance Pay will be linked to achievement of functional plan which is derived from the business plan. The functional plan includes both, short-term and long-term objectives.

• For other management personnel, the Performance Pay will be linked to achievement of individual set objectives and part of this will also be linked to overall Company performance.

The Remuneration Policy is also available on the website of the Company at https://www.nerolac.com/financial/policies.html.

15. Vigil Mechanism - Whistle Blower Policy

The Company, pursuant to Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, has a Whistle Blower Policy to report genuine concerns and grievances. The Policy provides adequate safeguards against victimisation of persons who use the Whistle Blower mechanism. The Policy also provides for direct access to the Chairman of the Audit Committee. Details with respect to implementation of the Whistle Blower Policy are separately disclosed in the Annual Report, as a part of the Report on Corporate Governance. The Policy is also available on the website of the Company at https://www.nerolac.com/ financial/policies.html.

16. Dividend Distribution Policy

The Dividend Distribution Policy of the Company has been formulated to ensure compliance with the provisions of Regulation 43A of the SEBI Listing Regulations. The Dividend Distribution Policy is also available on the website of the Company at https://www.nerolac.com/financial/ policies.html.

The declaration of dividend by the Company is in compliance with its Dividend Distribution Policy.

17. Prevention of Sexual Harassment at workplace

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has adopted a Policy on Appropriate Social Conduct at Workplace. The Policy is applicable to all employees and non-employees including business associates, vendors, trainees etc.

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

During the year under review, one complaint of sexual harassment was received and resolved as per the provisions of the POSH Act.

18. Related Party Transactions

The Company has in place a Policy on dealing with Related Party Transactions and on Materiality of Related Party Transactions which is available on the website of the Company at https://www.nerolac.com/financial/policies.html. In terms of the same, a statement in summary form of transactions with related parties in the ordinary course of business and on arm's length basis is periodically placed before the Audit Committee for its review. Omnibus approval was obtained for transactions which were repetitive in nature. Transactions entered into pursuant to omnibus approval were placed before the Audit Committee for its review during the year. Related party transactions have been disclosed in Note no. 38 to the Standalone Financial Statements.

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all related party transactions that were entered into, during the year under review, were in the ordinary course of business of the Company and on arm's length basis. There were no material related party transactions during the year. Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of 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.

19. Particulars of Loans, Guarantees or Investments under Section 186 of the Act

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, are separately disclosed in the Annual Report, as a part of the Notes to the Financial Statements.

20. Particulars regarding Employees Remuneration

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure 2.

21. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required in terms of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure 3.

22. Corporate Governance

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in the SEBI Listing Regulations.

In terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance forms part of the Annual Report. Further, a Certificate from the Statutory Auditors of the Company confirming compliance with the requirements of Corporate Governance as specified in the SEBI Listing Regulations is provided together with the Report on Corporate Governance, the same shall be considered to be an annexure to this Report.

23. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as required in terms of the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, separately forms part of the Annual Report.

24. Share Capital

The paid-up Equity Share Capital as at 31st March, 2024 stood at Rs. 80.84 Crores.

During the year under review, the Shareholders, vide postal ballot on 15th June, 2023, approved increase in Authorised Share Capital of the Company from Rs. 66.50 Crores to Rs. 85 Crores and the issue of Bonus Shares in the proportion of 1 (One) New Equity Share of Rs. 1 each for every 2 (Two) existing Equity Shares of Rs. 1 each. Accordingly, the Board of Directors of the Company allotted 26,94,59,860 Equity Shares of Rs. 1 each as fully paid-up Bonus Shares on 5th July, 2023, thereby increasing the paid-up Equity Share Capital from 53,89,19,720 Equity Shares of Rs. 1 each to 80,83,79,580 Equity Shares of Rs. 1 each.

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

25. Restricted Stock Unit Plan

The Company introduced the Kansai Nerolac Paints Limited - Restricted Stock Units Plan 2022 ("RSU Plan 2022) in terms of the approval of the Shareholders vide Postal Ballot on 25th October, 2022, to attract, retain, motivate its employees and improve performance of the Company for ensuring sustained growth.

During the financial year 2023-24, there has been no change in the RSU Plan 2022 other than the necessary adjustment to the number of Restricted Stock Units ("RSUs") towards the bonus issue, thereby increasing the total number of RSUs to be granted under the RSU Plan 2022 from 53,89,197 (Fifty three lakhs eighty nine thousand one hundred ninety seven) RSUs to 80,83,795 (Eighty lakhs eighty three thousand seven hundred ninety five) RSUs.

Information as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been uploaded on the Company's website at https://www.nerolac.com/investors/financial-results.html and is annexed to this Report as Annexure 4.

26. Details of Unclaimed Suspense Account

Details pertaining to Unclaimed Suspense Account of the Company are separately provided in the Annual Report, as part of the Report on Corporate Governance.

Transfer of Unclaimed Dividend to IEPF

During the year under review, dividend amounting to Rs. 38.26 Lakhs that had not been claimed by the shareholders for the year ended 31st March, 2016, was transferred to the credit of IEPF as required under Sections 124 and 125 of the Act.

Unclaimed dividend as on 31st March, 2024

As on 31st March, 2024, dividend amounting to Rs. 2.13 Crores has not been claimed by Shareholders of the Company. Shareholders are required to lodge their claims with the Registrar and Share Transfer Agents of the Company i.e. Link Intime India Private Limited (formerly TSR Consultants Private Limited), for unclaimed dividend.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March, 2023, on the website of the Company at www.nerolac.com. The same are also available with the Ministry of Corporate Affairs.

Transfer of Equity Shares

During the financial year 2023-24, 506,542 Equity Shares have been transferred by the Company to the IEPF Authority as required under Section 124 of the Act, as follows:

• 228,597 Equity Shares in respect of which dividend has not been claimed by the members for 7 (seven) consecutive years or more; and

• 277,945 Bonus Shares as benefit accruing on Equity Shares already transferred to the IEPF.

Details of such Equity Shares transferred have been uploaded on the website of the Company at www.nerolac.com. The same are also available with the Ministry of Corporate Affairs.

Nodal Officer

The Company has appointed Mr. G. T Govindarajan, Company Secretary, as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company at www.nerolac.com.

28. Statutory Auditors

At the 99th AGM of the Company, the Shareholders had approved the appointment of S R B C & CO LLP, Chartered Accountants (Firm Registration No. 324982E / E300003) as the Statutory Auditors of the Company, to hold office for a period of 5 (five) consecutive years from the 99th AGM till the conclusion of the 104th AGM, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014. Details of the remuneration paid to S R B C & CO LLP, Chartered Accountants, Statutory Auditors, during the financial year 2023-24 are disclosed in the Financial Statements of Company, which forms part of the Annual Report.

The Auditors' Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review, is clean and there are no qualifications in the said Report. Also, no frauds in terms of the provisions of Section 143(12) of the Act have been reported by the Auditors in their Report for the year under review.

The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

As per the recommendation of the Audit Committee, the Board has re-appointed S R B C & CO LLP, Chartered Accountants, as the Statutory Auditors of the Company, to hold office for a second term of 5 (five) consecutive years from the conclusion of the 104th AGM until the conclusion of the 109th AGM of the Company, subject to the approval of the Shareholders at the ensuing 104th AGM. The Ordinary Resolution is set out in the Notice seeking approval of the Shareholders for the re-appointment of S R B C & CO LLP, Chartered Accountants, as Statutory Auditors of the Company.

S R B C & CO LLP, Chartered Accountants, is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India ("ICAI"). It is a Limited Liability Partnership firm incorporated in India. The firm is a part of M/s. S. R. Batliboi & Affiliates network of audit firms registered with ICAI. The registered office of the firm is at 22, Camac Street, 3rd Floor, Block 'B', Kolkata. It has various offices at Mumbai, Delhi, Gurugram, Bengaluru, Kolkata, Pune, Chennai, Ahmedabad etc. It audits various companies listed on stock exchanges in India.

In terms of provisions of Sections 139 and 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has obtained a written consent for such re-appointment along with a certificate from S R B C & CO LLP, Chartered Accountants, confirming that they are not disqualified from being appointed as Statutory Auditors of the Company.

29. Secretarial Audit

Pursuant to the provisions of Section 204 of the Act, the Company had appointed JHR & Associates, Company Secretaries, as the Secretarial Auditor for the year under review, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the year under review issued by the Secretarial Auditor is annexed to this Report as Annexure 5. There is no qualification or adverse remark in their Report.

Further, in terms of the provisions of Regulation 24A of the SEBI Listing Regulations, the Company has obtained the Secretarial Compliance Report for the year ended 31st March, 2024, confirming compliance of the applicable SEBI Regulations and circulars/guidelines issued thereunder.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

30. Cost Audit

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act. Further, the Company had appointed D. C. Dave & Co., Cost Accountants (Registration No. 000611), as the Cost Auditor to conduct an audit of its cost accounting records for the financial year 2022-23, pertaining to products of the Company as required by the law. The Cost Audit Report submitted by the Cost Auditor for the financial year 2022-23 was clean and there was no qualification in their Report. The same was duly filed with Ministry of Corporate Affairs.

The Company had re-appointed D.C. Dave & Co., Cost Accountants, as the Cost Auditor for the financial year ended 31st March, 2024 and the Cost Audit Report when submitted by them, will be duly filed with the Ministry of Corporate Affairs.

Further, the Company has re-appointed D.C. Dave & Co., Cost Accountants, as the Cost Auditor for the financial year 2024-25, to conduct an audit of its cost accounting records pertaining to the products of the Company as required by the law, at a remuneration of Rs. 3,00,000 plus GST and reimbursement of out-of-pocket expenses. The Company is seeking the approval of the Shareholders by means of ratification, for the remuneration to be paid to D. C. Dave & Co., Cost Accountants, vide Item no. 5 of the Notice of the 104th AGM.

The eligibility and consent letter from D. C. Dave & Co., Cost Accountants, has been received to the effect that their appointment as Cost Auditor, if made, would be in accordance with the provisions of the Act and Rules framed thereunder.

31. General Disclosure

1. During the year under review, there was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2. During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

32. General Shareholder Information

General Shareholder Information is given as Item no. 12 of the Report on Corporate Governance forming part of the Annual Report.

33. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is available on the website of the Company at https://www.nerolac.com/our-financial-results.html.

34. Acknowledgements

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, promoter company, collaborators, vendors, investors, shareholders, financial institutions, banks, regulatory authorities and the society at large during the year.

We also place on record our appreciation for the contribution made by our employees at all levels and for their commitment, hard work and support.