Dear Members,

The Directors of your Company are pleased to present the 106 th Annual Report and the Audited Financial Statements (Standalone and Consolidated) for the year ended 31 st March, 2026 ('reporting year'/year under review'/FY 2025-26'). 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 Company's subsidiaries, including overseas subsidiaries and their performance during the year under review

Management Discussion and Analysis

Introduction

Kansai Nerolac Paints Limited (referred to as 'KNPL', 'the Company' or 'We'), established in 1920, is a subsidiary of Kansai Paint Co., Ltd., Japan. In addition to our primary operations in India, we have established a presence in Nepal and Bangladesh through strategic acquisitions and joint ventures. As one of the largest manufacturers of paints and coatings in India, we have established a strong position in the decorative and industrial coatings sector. The Company continues to lead the Automotive and Powder Coating segments and commands a significant market share in performance coatings backed by deep technical expertise and longstanding industry partnerships. In the Decorative segment, we are recognised as the third-largest

paint manufacturer in India. Our strong market position is driven by sustained investments in intellectual and human capital, complemented by access to advanced global technologies. This enables us to deliver differentiated, environmentally responsible, and innovation-led solutions, tailored to the evolving needs of Indian consumers.

As a trusted name in the industry KNPL is committed to designing solutions that protect, inspire, and touch lives every day Our painting solutions provide 'Beauty and Protection' to a wide array of applications, including decorative paints (interior and exterior, wood coating, construction chemicals, tile adhesives), automotive coatings (for 2-, 3-, and 4-wheelers, electric vehicles,

commercial vehicles, and tractors), emerging segments (underbody coatings, alloy wheels, and seam sealers), consumer durables (fans, microwaves, refrigerators, washing machines), personal items (hair clips, artificial jewellery), and transportation infrastructure (bridges, metro rail). This commitment is encapsulated in our belief that 'There is a little bit of Nerolac in everybody's life'.

At KNPL, passion is more than emotion; it is the driving force behind everything we do. It fuels high performance, sparks innovation, and pushes us to raise the bar every single day Here, ambition is encouraged, effort is recognised, and growth is purposefully designed. With clear pathways for progression, learning, and leadership, passion here takes colour, shape, and impact.

As we look ahead to FY 2026-27, we remain committed to building on the strong foundation established in recent years. Guided by our core values of innovation, integrity and customer centricity, we aim to deepen our relations with our stakeholders while maintaining a disciplined approach to growth. We will continue to enhance our product offerings, improve service quality and drive operational efficiencies, with the objective of creating sustainable value for all our stakeholders.

Industry Progress

FY 2025-26 was characterised by a mixed operating environment for the Indian paints and coatings industry The year was shaped by multiple external factors, such as geopolitical conflicts, the onset and exit of the monsoon, GST cuts, infrastructure growth, and consumer demographics.

During the year under review, the demand for decorative paints, especially in the North region, was affected by the Indo- Pak conflict As the year progressed, the painting cycle was affected by the early onset and prolonged monsoon. However, rural demand remained relatively stable throughout the year, while urban demand showed an uptick. Also, demand during the festive period was subdued due to a shorter Diwali season; however, a recovery was observed in the latter part of the year. Overall, the Decorative segment continued to face near-term pressures, even as underlying demand drivers remained intact.

For the automotive industry the second half of the year saw a decisive upshift as GST 2.0 improved affordability lifted sentiment and triggered momentum, which was further bolstered by the festve season. Demand momentum remained robust across all major sub-segments. The Passenger Vehicle segment delivered good growth, reflecting sustained consumer demand and new model launches. The two-wheeler and Three-wheeler segments also recorded strong growth, whereas the Commercial Vehicle segment witnessed strong double-digit growth.

The Performance Coatngs segment demonstrated resilience and healthy growth during the year. Infrastructure development across railways, roads, airports, and power projects contnued to augur well for the industry driving demand for high-end and premium coatings. General industrial coatings witnessed healthy demand while the Powder Coatings segment maintained stable demand.

In summary FY 2025-26 was a year of measured progress for the paints industry While the year was marked by short-term challenges, it was supported by strong fundamentals, infrastructure investments, healthy demand in the automotve sector, and a sustained shift towards premium and performance-driven solutions.

Financials

Highlights

A summary of KNPL's standalone financial results for the year ended 31 st March, 2026 (FY 2025-26), compared to the standalone financial results for the previous year, FY 2024-25, is as follows:

(' in Crores)

Revenue from operations for the year aggregated to ' 7,739.23 Crores, compared to ' 7,496.71 Crores in the previous year, reflecting 3.2% growth. Athough average crude oil prices declined during the year, currency depreciation partially offset the impact. Consequently overall raw material prices remained largely stable throughout the year.

Meanwhile, we continued our efforts to control overheads, wth all departments contributing positively towards this objective. PBDIT for the year stood at ' 986.22 Crores, compared to ' 974.13 Crores in the previous year, refecting 1.2% growth. In addition, other income increased to ' 152.46 Crores from ' 142.06 Crores recorded in the previous year.

THE FOLLOWING EXCEPTIONAL ITEMS WERE RECORDED DURING THE YEAR:

? Provision for impairment of long-term investment, loan, trade receivables, and financial guarantees, after considering past performance and prevailing economic and market conditions, amounted to ' 5.76 Crores

? Additional employee benefit cost of ' 44.72 Crores was recognised based on actuarial valuation following implementation of the Wage Code

¥ Loss arising from the fire incident at the warehouse located in Ghaziabad, Uttar Pradesh, amounted to ' 10.22 Crores

PBT for the year stood at ' 898.91 Crores, marginally lower than ' 907.42 Crores reported in the previous year before exceptional items, reflecting a degrowth of 0.9%. PAT declined to ' 619.85 Crores from ' 1,021.24 Crores in the previous year, marking a degrowth of 39.3%. Return on net worth, excluding exceptional items, stood at 10.3% compared to 11.3% in the previous year.

During the year, KNPL did not accept any deposits covered under Chapter V of the Companies Act, 2013. Furthermore, no material orders were passed by regulators, courts, or tribunals that could affect our going concern status or future operations. There was also no change in the nature of our business during the year. Additionally, no material changes or commitments affecting our financial position occurred between the end of the financial year and the date of this report.

Dividend

The Board has recommended dividend of 250% (' 2.50 per share) for the financial year ended 31 st March, 2026. Last year, the Company declared a final dividend of 375% (' 3.75 per share), including a special dividend of 125% (' 1.25 per share).

Subsidiaries and Consolidated Financial Statements

In accordance with the provisions of tine 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 wwwnerolac.com. Further, based on this policy we do not have any material subsidiaries.

The consolidated financial statements of KNPL as of 31 st March, 2026, have been prepared in accordance with applicable accounting standards and form part of this Report All subsidiaries of the Company as of 31 st March, 2026 have been considered while preparing the consolidated financial statements. Further, a separate statement in Form AOC-1, highlighting the key features of the financial statements of the Company's subsidiaries, forms part of this Report

The Annual Audited Financial Statements of all KNPL subsidiaries are available on the Company's website at wwwnerolac.com

Decorative Business

Overview

In FY 2025-26, we carried forward our century-long legacy of excellence, offering painting solutions that seamlessly combine aesthetics with durability We continued to strengthen our bond of trust with customers.

During the year, we enriched our portfolio wth 15+ new decorative products. These launches were thoughtfully developed to deliver distinctive value by combining aesthetics with performance, further strengthening our position as a trusted solutions provider.

With the objective of delivering professional painting services through timely execution, tailored colour guidance, and dedicated supervision, we expanded our Nerolac NxtGen Painting services to 250+ towns.

In the new business segment, the Construction Chemical and Waterproofing segment demonstrated a very strong growth. The Project business continued its growth momentum from the previous year and maintained a strong growth as well. We continued to provide superior retail experience through our Nerolac NxtGen Shopee, Shop-in-Shop outlets and Paint+ zones. Our Illuminati Programme also witnessed an increased participation from architects and interior designers. This was driven by focused engagement efforts and participation in various exhibitions and seminars.

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. t he 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 ended 31st March, 2026:

1. the Company has completed the Brownfield manufacturing project at Jainpur Plant and the production of Water Based Paint has commenced;

2. the captive offsite Solar power plant project for Lote Plant has been completed;

3. a second Captive Wind Turbine in Gujarat, for Sayakha Plant has been completed;

4. the capacity enhancement of industrial Alkyd and Polyester Resin at Sayakha Plant and of Acrylic Resin at Bawal Plant, to meet the increased automotive paint demand, are progressing well;

5. the automotive paint capacity addition project at Sayakha Plant, to meet the future demand of Original Equipment Manufacturers (OEMs), is progressing well; and

6. the offsite Solar power plant project for Bawal Plant, to optimise the power cost, is progressing well.

4. 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 AGM of the Company and being eligible, offers himself for re-appointment.

Mr. Pravin D. Chaudhari (holding Director Identification Number 02171823) has been appointed as the Managing Director of the Company for a term of 3 (three) years commencing from 1st April, 2025 up to and ending on 31st March, 2028 (both days inclusive). The approval of the Shareholders of the Company and the Central Government for the appointment of Mr. Chaudhari as the Managing Director of the Company have been received.

Mr. Gen Yokota (holding Director Identification Number 11084786) had been appointed as a Non-Executive Director of the Company with effect from 6th May, 2025. The Shareholders approved his appointment at the 105th AGM of the Company held on 30th June, 2025.

Mr. Hitoshi Nishibayashi (holding Director Identification Number 03169150), Non-Executive Director, liable to retire by rotation at the 105th Annual General Meeting ('AGM') of the Company did not seek re-appointment due to health reasons. He retired as a Non-Executive Director of the Company on 30th June, 2025. The Board placed on record its sincere appreciation and gratitude for the services rendered by Mr. Nishibayashi during his association with the Company. Mr. Hirokazu Kotera (holding Director Identification Number 10707431) has resigned as the Executive Director of the Company, on the directions of the Promoter Company, Kansai Paint Co., Ltd., Japan ('KPJ'), which had nominated Mr. Kotera as a Director on the Board of the Company. The Board placed on record its sincere appreciation and gratitude for the services rendered by Mr. Kotera during his association with the Company.

For the period from 1st April, 2025 to 31st March, 2026, Mr. Chaudhari and Mr. Kotera received a remuneration of ? 96.50 Lakhs and ? 92.18 Lakhs respectively, from KPJ for their association with KPJ.

None of the Directors of the Company are disqualified as on 31st March, 2026 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.

5. Key Managerial Personnel

Mr. P. D. Pai, Chief Financial Officer, retired from the services of the Company with effect from the close of business on 31st July, 2025. The Board placed on record its sincere appreciation and gratitude for the valuable contribution made by Mr. Pai, during his association with the Company.

The Board of Directors of the Company, on recommendation of the Audit Committee and Nomination and Remuneration Committee, has appointed Mr. Yash Ahuja as the Chief Financial Officer of the Company with effect from 1st August, 2025.

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel: Mr. Pravin D. Chaudhari, Managing Director, Mr. Yash Ahuja, Chief Financial Officer and Mr. G. T Govindarajan, Company Secretary.

6. Meetings of the Board

The Board met 10 (ten) times during the financial year ended 31st March, 2026. 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.

7. 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.

8. 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 the Committees, as required under the SEBI Listing Regulations, is separately provided in the Annual Report, as part of the Report on Corporate Governance.

9. 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, 2026 is as follows:

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

10. Corporate Social Responsibility

In terms of Section 135 of the Act, the constitution of the Corporate Social Responsibility ('CSR') Committee as on 31st March, 2026 is as follows:

* Mr. Pravin D. Chaudhari has been appointed as a member of the CSR Committee with effect from 1st April, 2025.

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 2026, 2 (two) meetings of CSR Committee were held on 25th November, 2025 and 26th March, 2026 which were 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 .

The Company had appointed Soulace Consulting Pvt. Ltd. to undertake impact assessment for its CSR program - Advanced Open Training for Painters. The CSR Impact Assessment Report is available on the Company's website at . 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 and executive summary of CSR Impact Assessment Report, is annexed to this Report as Annexure 1.

11. 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 analyse, control and mitigate risk. Risk profiling is also put in place for all the areas of operations in the Company and are 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 Officer.

In terms of the provisions of Regulation 21 of the SEBI Listing Regulations, the constitution of Risk Management Committee as on 31st March, 2026 is as follows:

* Mr. Hirokazu Kotera ceased to be a member of the Risk Management Committee consequent to his resignation from the services of the Company with effect from the close of business on 31st March, 2026.

@ Mr. Pravin D. Chaudhari has been appointed as a Member of the Risk Management Committee with effect from 1st April, 2025.

# Mr. Yash Ahuja has been appointed as a member and Chief Risk Officer of the Risk Management Committee with effect from 1st August, 2025.

Mr. P D. Pai ceased to be a member and Chief Risk Officer of the Risk Management Committee consequent to his retirement at the close of business on 31st July, 2025.

12. 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 Independent 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 .

13. 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 vigil mechanism are separately disclosed in the Annual Report, as a part of the Report on Corporate Governance. The Whistle Blower Policy is also available on the website of the Company at .

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

15. 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, two complaints of sexual harassment were received and resolved as per the provisions of the POSH Act. There was no case which was pending for more than 90 (ninety) days.

16. 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 . The Audit Committee reviews this Policy periodically as required under Regulation 23 of the SEBI Listing Regulations. In terms of the Policy, a statement in summary form of transactions with related parties in the ordinary course of business and on arm's length basis is also periodically placed before the Audit Committee for its review. Omnibus approval was obtained for the proposed related party 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 entered during financial year 2025-26 have been disclosed in Note no. 39 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 financial year 2025-26. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. Share Capital

The paid-up Equity Share Capital as at 31st March, 2026 stood at ? 80.87 Crores.

During the year under review, the Company allotted 2,13,393 Equity Shares of ? 1 each pursuant to exercise of Restricted Stock Units granted under the Kansai Nerolac Paints Limited - Restricted Stock Unit Plan, 2022.

During the year under review, the Company has not issued any convertible securities or shares with differential voting rights or sweat equity shares or warrants.

23. Restricted Stock Unit Plan

The Company introduced the Kansai Nerolac Paints Limited - Restricted Stock Unit 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 2025-26, there has been no change in the RSU Plan 2022. The RSU Plan 2022 is available on the Company's website at .

Information as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB & SE Regulations') 2021 has been uploaded on the Company's website at and is annexed to this Report as Annexure 4.

The certificate from the Secretarial Auditor, certifying that the RSU Plan 2022 has been implemented in accordance with SEBI SBEB & SE Regulations and in accordance with the Special Resolution passed by the Members of the Company through Postal Ballot on 25th October, 2022 and 15th June, 2023 will be available for inspection of the Shareholders through electronic mode. Shareholders may write to the Company at in that regard, by mentioning 'Request for Inspection' in the subject of the e-mail.

24. 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.

25. Investor Education and Protection Fund ('IEPF')

Transfer of Unclaimed Dividend to IEPF

During the year under review, dividend amounting to ? 31.93 Lakhs that had not been claimed by the Shareholders for the year ended 31st March, 2018, was transferred to the credit of IEPF as required under Sections 124 and 125 of the Act.

Unclaimed dividend as on 31st March, 2026

The IEPF Authority had requested companies to carry out a special outreach campaign 'Saksham Niveshak' from 28th July, 2025 to 6th November, 2025 and from 1st April, 2026 to 9th July, 2026, to reach out to shareholders whose dividend remain unpaid/unclaimed. The Company encourages its Shareholders to claim their unclaimed dividends by updating their KYC details (viz., PAN, Bank account details, contact details, choice of nomination, specimen signature).

As on 31st March, 2026, dividend amounting to f 2.41 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. MUFG Intime India 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, 2025, on the website of the Company at .

Transfer of Equity Shares

As required under Section 124 of the Act, 65,365 Equity Shares, in respect of which dividend has not been claimed by the Shareholders for 7 (seven) consecutive years or more, have been transferred by the Company to the IEPF Authority during the financial year 2025-26.

Details of such Equity Shares due for transfer to IEPF Authority, in financial year 2026-27 have been uploaded on the website of the Company at .

Nodal Officer

Mr. G. T Govindarajan, Company Secretary, is 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 .

26. Statutory Auditors

At the 104th AGM of the Company, the Shareholders had approved the re-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 second term of 5 (five) consecutive years from the conclusion of the 104th AGM until the conclusion of the 109th AGM of the Company, 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 2025-26 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.

27. Secretarial Auditors

In terms of Regulation 24A of the SEBI Listing Regulations, the Shareholders at the 105th AGM of the Company, had appointed JHR & Associates, Company Secretaries, (Firm registration no. P2015MH059200) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years commencing from 1st April, 2025 to 31st March, 2030, 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.

The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI. Further, JHR & Associates have confirmed that they are not disqualified from being Secretarial Auditor of the Company.

28. 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 2024-25, pertaining to products of the Company as required by the law. The Cost Audit Report submitted by the Cost Auditor for the financial year 2024-25 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 2025-26 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 2026-27, 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 f 4,00,000 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. 4 of the Notice of 106th 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.

29. General Disclosure

During the year under review:

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

2. t here was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016;

3. there were no instances of onetime settlement with any Banks or Financial Institutions; and

4. the Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

30. General Shareholder Information

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

31. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2026 is available on the website of the Company at .

32. 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.

Annexure 1 to the Board's Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

FOR THE FINANCIAL YEAR 2025-26

1. A brief outline of the Company's CSR Policy: Given separately as part of this Annexure.

2. Composition of CSR Committee as on 31st March, 2026:

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company

Composition of the CSR Committee -

CSR Policy -

CSR Projects -

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable.

During the financial year 2025-26, the Company has carried out impact assessment in terms of Rule 8(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, through an independent agency for a project having outlay of f 1 Crore or more and that has completed not less than one year before undertaking the impact study. An executive summary of the CSR Impact Assessment Study Report is attached. The CSR Impact Assessment Report is available on the Company's website at and its executive summary forms part of this Annexure.

5. (a) Average net profit of the Company as per sub-section (5) Section 135: f 774.57 Crores

(b) Two percent of average net profit of the Company as per sub-section (5) Section 135: f 15.49 Crores

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(d) Amount required to be set off for the financial year, if any: Nil

(e) Total CSR obligation for the financial year (5b+5c-5d): f 15.49 Crores

6. (a) Amount spent on CSR projects (both Ongoing Project and other than Ongoing Project): f 15.51 Crores

(Separately attached to this Annexure)

(b) Amount spent in administrative overheads: f 0.04 Crores

(c) Amount spent on impact assessment, if applicable: f 0.05 Crores

(d) Total amount spent for the financial year (6a+6b+6c): f 15.60 Crores

(e) CSR amount spent or unspent for the financial year:

(f) Excess amount for set off, if any:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year: No

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section 5 of Section 135: Not Applicable

BRIEF OUTLINE OF CSR POLICY

The Mission and philosophy of CSR function of the Company is 'To contribute positively to the development of the society, by acting as a good neighbour, considerate of others, playing the role of a good corporate citizen with passion and compassion.' Hence the CSR activities undertaken by the organisation essentially focus on four core areas of Environment, Health, Education and Community Development. The focus of the Company is to contribute to various institutions and initiatives around the manufacturing locations to provide social services to the needy.

The CSR vision of the Company is to strive to be a responsible corporate by proactively partnering in the Environmental, Social and Economic development of the communities through the use of innovative technologies, products as well as through activities beyond normal business.

The Company endeavours to make a positive and significant contribution to the society by targeting social and cultural issues, maintaining a humanitarian approach and focusing on areas in and around its plants and where its establishments are located. The Company would continue to carry out CSR activities as it has been carrying out over the years in the areas of Environment, Health, Education and Community Development. In particular, the Company will undertake CSR activities as specified in Schedule VII to the Companies Act, 2013 (including any amendments to Schedule VII and any other activities specified by the Government through its notifications and circulars) as follows:

1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation, including contribution to the Swach Bharat Kosh set up by the Central Government for the promotion of sanitation and making available safe drinking water;

2. Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga;

5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

6. Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;

7. Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

8. Contribution to the Prime Minister's National Relief Fund or Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) any other fund set up by the Central Government for socio- economic development and relief and welfare of the scheduled castes, the scheduled tribes, other backward classes, minorities and women;

9. (a) Contribution to incubators or research and development projects in the field of science, technology, engineering and

medicine, funded by Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and

(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs);

10. Rural development projects;

11. Slum area development; Explanation. - For the purposes of this item, the term 'slum area' shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force;

12. Disaster management, including relief, rehabilitation and reconstruction activities.

CSR activities will be undertaken either by the Company itself or through a Trust/Section 8 Company to be established by the Company or through any other Trust engaged in similar projects and activities. The Company may also collaborate with other companies to carry out its CSR activities.

PROGRAM WISE CSR DETAILS 2025-26

PROGRAM WISE CSR DETAILS 2025-26 (contd.)

PROGRAM WISE CSR DETAILS 2025-26 (contd.)

PROGRAM WISE CSR DETAILS 2025-26 (contd.)

PROGRAM WISE CSR DETAILS 2025-26 (contd.)

PROGRAM WISE CSR DETAILS 2025-26 (contd.)

Implementing Agencies for CSR Activities -

1 Kasturi Mrig Vidhya Vihar Samiti, Indore

2 Dishantar Sanstha, Chiplun

3 Sahyadri Shikshan Sanstha, Sawarde

4 Jnana Prabodhini Samshodhan Sanstha, Pune

5 Striders Foundation, Mumbai

6 Victory Sports Foundation, Chennai

7 Sahyadri Nisarg Mitra, Chiplun

8 Sangharsh Krida Mandal, Chiplun

9 SoulAce Consulting Pvt. Ltd., Kolkata

Executive summary of the CSR Impact Assessment Study Report

Project: Livelihood & Skill Enhancement Program (Advanced Open Training for Painters) Implementing Partner: Kasturi Mrig Vidhya Vihar Samiti, Indore

Project Background

The Advanced Open Training Program for Painters is a flagship livelihood initiative by Kansai Nerolac Paints Limited under its CSR commitment. The program aims to empower painters from the informal sector by providing industry-relevant technical skills, product knowledge, and entrepreneurial capabilities to enhance their employability and income potential. It also equips painters with modern tools, builds customer confidence, and keeps them updated with evolving paint technologies and techniques. Implemented in partnership with Kasturi Mrig Vidhya Vihar Samiti, the program follows a PAN-India approach, reaching both urban and semi-urban geographies. The initiative has successfully impacted over 82,630 beneficiaries, making it a significant component of the company's Livelihood & Skill Enhancement efforts. This Impact Assessment report draws on quantitative data, field insights, and beneficiary feedback to assess the program's effectiveness in enhancing livelihoods, strengthening economic outcomes, and promoting inclusive and sustainable growth.

Findings of the Study

• 26.0% of the painters have completed their primary level of education.

• 37.0% of the painters are in the age bracket of 31-40 years.

• 87.2% of the painters used to earn in the range of ? 10,000 to ? 15,000 prior to joining the training program.

• 98.0% of the trainees found the program to be relevant to their upskilling needs.

• 100% of the trainees gained knowledge about new painting techniques.

Impact Created

• 83.0% of the trainees got exposure to new job opportunities & work contracts post completion of the training program.

• 55.0% of the trainees have witnessed an increase in their income level.

• 82.0% of the trainees mentioned they got access to new machinery during the training program.

• 98.0% of the trainees rated the training program as excellent & very good for upskilling.

• 100% of the trainees are aware about the efforts of Kansai Nerolac Paints Limited for supporting them to upgrade in the painting sector.

Annexure 2 to the Board's Report

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12)

OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(a) The ratio of the remuneration of each Director to the Median Remuneration of the employees of the Company for the financial year 2025-26 and

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any in the financial year.

@ Information is given for Directors / KMPs as on 31st March, 2026.

$ Mr. Uday Bhansali was appointed with effect from 6th November, 2024. Remuneration received in financial year 2025-26 is not comparable with remuneration for financial year 2024-25 (for part of the year) and hence not stated.

A Mr. P. D. Pai retired with effect from 31st July, 2025 and Mr. Yash Ahuja was appointed with effect from 1st August, 2025. Remuneration received

by them in financial year 2025-26 (for part of the year) is not comparable with remuneration for financial year 2024-25 and hence not stated.

& Remuneration to Mr. P. D. Pai excludes the Company's contribution to Provident Fund and Superannuation and retirement benefits of f 281 Lakhs towards Gratuity and Leave Encashment.

* Mr. Takashi Tomioka and Mr. Gen Yokota did not receive any sitting fees for attending Board/Committee meetings nor were they paid any commission.

# Remuneration mentioned in the case of the Managing Director and other KMPs is the income earned during the financial year 2025-26 as reflected in the Income-tax Computation Sheet as 'Gross Income' (inclusive of perquisites). It excludes the Company's contribution to Provident Fund and Superannuation. As the future liabilities for gratuity, leave encashment along with medical benefits are provided on an actuarial valuation basis for the Company as a whole, the amount pertaining to each individual is not ascertainable and therefore not included above. Remuneration to Managing Director also excludes the restricted stock units granted during financial year 2025-26, which is subject to the vesting conditions in terms of Kansai Nerolac Paints Limited - Restricted Stock Unit Plan 2022.

(c) The median remuneration of employees of the Company for the year increased by 5.5% compared to the previous financial year.

(d) The number of permanent employees on the rolls of the Company is 3,804 as on 31st March, 2026.

(e) Average percentage increase made in the salaries of employee other than KMP in the financial year 2025-26 was 7.3%. The percentage increase in the remuneration of KMP was 42.41%.

(f) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

(g) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming a part of the Report. Further, the Annual Report is being sent to the Members excluding the aforesaid Annexure. In terms of Section 136 of the Companies Act, 2013, the said Annexure will be available for inspection of the Shareholders through electronic mode. Shareholders may write to the Company at in that regard.

(h) None of the employees listed in the said Annexure is a relative of any Director in the Company.

(i) There was no employee either throughout the financial year or part thereof who was in receipt of remuneration which, in the aggregate, was in excess of that drawn by the managing director or whole-time director and who held by himself or along with his spouse or dependent children, not less than two percent of the equity shares of the Company.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO,

AS PRESCRIBED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A. Conservation of Energy

We continue to accord utmost importance on saving and ensuring efficient usage of various sources of energy. Efficient and judicious use of energy sources has been our prime objective. We aim to gradually adopt new concepts and technologies which further lead to diversification of energy mix in turn reducing our dependency on fossil fuels. We have made considerable investments across organisation to enhance our Renewable Power footprint. For this, we have been exploring various renewable energy options available across states and accordingly plan for Green Energy projects (both Solar and Wind) in line with our Corporate RE 70 theme.

We receive renewable power through self-owned rooftop Solar power plants as well as through Captive Wind turbines. We also source through open access mechanism where in power is sourced through developers/Independent power producers via suitable power purchase agreements as well as shareholding agreements. Renewable power as a percentage of total power is tracked month on month and initiatives are consistently explored for increasing this quantum in line with Corporate RE 70 vision.

We aim to gradually adopt new concepts and technologies which further lead to energy conservation and increased energy efficiency. We have now forayed into offsite installations for increasing our Solar and Wind capacity. We have windmill installations across the states of Maharashtra, Tamil Nadu and Gujarat. We have recently commissioned 2nd Wind turbine of 2100 KW capacity at our Sayakha Plant. With this, our Captive windmill capacity have increased to 10500 KW. Also, we have commissioned 3000 KW offsite Captive Solar farm in the district of Yavatmal in Maharashtra which caters to power requirements at our Lote Plant.

Various new technologies have been implemented like Carbon nano tube-based Power saver, Internal coatings to casings of centrifugal pumps. Going ahead, we are exploring technologies like Axial fans, Geothermal energy, Solar reflectors, etc. which would further enable us to optimize our energy cost and efficiency.

The Company measures progress in energy management through various key indicators of specific power consumption, specific fuel consumption, Grid power outage, power cost, power losses, Green Energy percentage footprint etc. These metrics help track and evaluate the advancements made in optimizing energy usage and transitioning to more sustainable energy sources. Currently, our manufacturing plants at Jainpur, Bawal, Lote, Sayakha, Hosur and Goindwal are ISO 50001 certified, an international standard which certifies our commitment towards energy performance and sustainability.

We are strategically moving towards eliminating use of fossil fuels (High Speed Diesel / Furnace oil) in our process equipment through migration to Natural Gas which is a cleaner fuel. Currently, 5 of our Plants have eliminated usage of fossil fuels in our process equipment. Wherever feasible we are also migrating from diesel based fork lifts to electric fork lifts.

(i) Steps taken or impact on conservation of energy:

At Kansai Nerolac Paints Limited, we continue to adopt measures to overcome the sustainability challenge. Measures are being taken to reduce energy consumption through efficiency improvement projects viz;

— Automatic Tube cleaning system for chillers

— Coatings of pumps to improve efficiency

— Implementation of Carbon Nano Technology (CNT) based power saver

— Use of smart positioners to reduce air consumption

— FRP Cooling Tower fan blades replacement with Epoxy coated technology

— Replacement of AHU blower fans with new energy efficient blowers

— Replacement of old motors and chillers with new and energy efficient ones

— Horizontal deployment of energy management system for real time energy tracking, better analysis and identify areas of improvement

— VFD installation on certain Equipment

(ii) Steps taken by the Company for utilizing alternate sources of energy:

The Carbon Neutrality projects executed so far have been closely monitored with respect to generation and efficiency. With above projects, our renewable power green footprint for all 8 plants stands at 46.8%

(iii) Capital investment on energy conservation equipment: ? 23.5 Crores

B. Technology Absorption

(i) Efforts made towards technology absorption.

Following activities carried out in Research and Development:

— Development of new products for Automotive, Performance Coating and Decorative segments

— Innovative shade development & color forecasting for OEM industry

— Upgradation of processes for cycle time reduction and energy saving

— Localization of new technology products and intermediates for automotive coating

— Green initiatives - Development of Low bake & High solid products for OE Industries to reduce VOC & Carbon footprint, Sustainable product development

— Formulation optimization by value engineering

— Import substitution of raw materials

— Joint projects with vendors & customers for mutual benefit & quality enhancement

— Technical support to overseas subsidiaries for new product development, value engineering, alternate / new raw material development etc.

— Competitor sample evaluation and benchmarking

— Support to customers for smooth introduction of new shades & products on running production line

— Training to customers on paint technology & application to upgrade knowledge & skill

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

Below range of products has helped us to generate additional business by way of new product and product upgradation, also it covers the list of products where we have done cost reduction and import substitution which has helped to improve our margins.

— Beauty Gold Washable + Kansai Select (TRACCE)

— Suraksha Primer

— Beauty Smooth Super

— Beauty Little Master Super

— Nerolac Economy Interior Primer Super

— Nerolac Perma R POXY 2K

— Nerolac Perma R POXY 3K

— Nerolac Perma NO DAMP SUPER

— Nerolac Perma NO DAMP NXT

— Nerolac Perma Inject PU 101

— Nerolac Perma NO HEAT

— Soldier Raik Raksha

— Nerolac Perma Tile Adhesive Diamond+

— Nerolac Perma Tile Adhesive Platinum

— Nerolac Perma Tile Adhesive Platinum+

— Nerolac Perma Master Floor SL (Epoxy Flooring system)

— Nerolac Excel Sheen

— Nerolac Mica Marble Strech & Sheen WOW

— Nerolac WONDERWOOD RTU - 'O' series

— Nerolac ITALIAN 2K PU Clear - O

— Nerolac ITALIAN 2K PU White -O

— PVC SEAM SEALER (3C-1B)

— PVC SEAM SEALER LOW VISC.(3C-1B)

— PVC UNDER BODY COAT (3C-1B)

— 2K PU CHROME METALLIC FINISH

— EVERLAST CLEAR COAT_20L

— PU NEW CLEAR COAT

— 1K COMMON CONDUCTIVE PRIMER

— 2K PU HS 6650 CLEAR

— 1K HS PU KAI CLEAR

— KINO 2K # 6221H_CLEAR_TKR

— TSA HP MX100 CLEARCOAT_

— Nerokan WOW Epoxy Primer Grey

— Nerokan FD 2K Epoxy Primer Grey

— Nerokan 2K Epoxy Primer Yellow

— Nerofleet 2K WOW Epoxy Primer Grey

— Nerokan 2K Epoxy Structure Primer

— ACRIC EZ High Productive PU HS Clear ARF LC PU Segment

— PM HP Epoxy Primer Grey

— PM POPULAR HI GLOSS PU Clear

— TSA Met B/C & TSA Low Bake Matt Clear

— Common Coat Pearl Igneous Black

— Monocoat and New colour introduce

— 2K HS Light Grey Conductive Primer

— Antiocorrosive primer, B/C, Clear

— PU Improved HS Matt Black

— Super Low Bake Golden Yellow

— 2K PU Monocoat MET. FES Red

— Clear ADDPRO Primer

— 1K HB 65 QD Casting Sealer

— 3C-2B STOV B/C

— 1KADFD

— Elecron KG-435 Black

— Elecron LB-250 S Grey

— Elecron 3040 Epox Black

— HG 350E Mod Black Pig.Paste F-1

— PP LB Silk Matt Black

— EPP GL AC Light Grey (N)

— PP SD Super Matt Black (780)

— PP Matt Met Rusty Brown (780)

— PP Satin Wheel Black

— PP BJ HR Silver

— New LB Matt Pebble Stone

— EPP LB FF Natural Grey

— Nerocoat PE Satin White

— Basic White 25

— PP Primitive Silver

— PP HF Glossy Black

— PP Glossy Frame White

— Nerocoat Yellow Beige

— PP SD Glossy, Semi glossy Shades

— HR 600 Matt Black (DF)

— PP Matt RE Black (ED)

— PP Topcoat RAL 5012

— Nerotherm 650 CUI

— Nerolac Thermal Insulation CTG White

— Celatect HS TC

— Remoplast DS Glimmer

— Neromastic 400 MIO GFA AL

— Nerothane 75 HS RAL 9001

— Nerolac WB Matt BlackRAL 9005

— Retan 50 Sanding Clear

— 2C Epoxy LIUGONG Grey Primer

— 2C PU LCF Top coat

— Nerolac QD TY New Matt Black Primer_ROHS

— 2K Epoxy Black Primer

— Nerocoil ROHS Products

— Nerocoil ROHS Moon Silver

— Nerocoil ROHS Midnight Grey

— Nerocoil HP 200 PE Topcoat

(iii) Details of imported technology (imported during last three years reckoned from the beginning of the financial year):

a. Details of technology imported.

b. Whether the technology has been fully absorbed: Yes

c. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: The technology has been fully absorbed.

(iv) Expenditure incurred on Research and Development

(? in Crores)

Foreign Exchange earnings and outgo

1. Foreign Exchange earnings during the year: ? 10.17 Crores (2024-2025: ? 9.43 Crores)

2. Foreign Exchange outgo during the year: ? 1099.32 Crores (2024-2025: ? 1099.75 Crores)

Annexure 4 to the Board's Report

DISCLOSURE IN RELATION TO KANSAI NEROLAC PAINTS LIMITED - RESTRICTED STOCK UNIT PLAN 2022

('RSU PLAN 2022 / PLAN')

[Pursuant to Regulation 14 read with Part F of Schedule I of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB & SE Regulations') and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014]

1. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of Section 133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based payments' issued in that regard from time to time.

The disclosures are provided in Note 47 - Share based payments to the Standalone Financial Statements and Note 44 - Share based payments to the Consolidated Financial Statements.

2. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by Central Government or any other relevant accounting standards as issued from time to time.

The disclosures are provided in Note 38 - Earnings Per Equity Share to the Standalone Financial Statements and Note 36 - Earnings Per Equity Share to the Consolidated Financial Statements.

3. Description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS

4. Method used to account for ESOS - Intrinsic or fair value.

The Company has estimated fair value of RSUs.

5. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

Not Applicable

6. Option movement during the year

7. Weighted-average exercise price and weighted-average fair value of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

8. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -

• senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including Key Managerial Personnel:

(during the year ended on 31st March 2026)

• any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year.

Not Applicable

• identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

Not Applicable

9. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

Annexure 5 to the Board's Report

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2026 [PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 AND RULE NO. 9 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]

The Members,

Kansai Nerolac Paints Limited

28th Floor, A-wing, Marathon Futurex, N. M. Joshi Marg,

Lower Parel, Mumbai 400 013, Maharashtra.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Kansai Nerolac Paints Limited (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information / representations provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2026, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:-

We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company, for the financial year ended on 31st March, 2026 according to the provisions of: -

i. The Companies Act, 2013 ('the Act') and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') as amended from time to time: -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

(Not applicable to the Company during the audit period) ;

d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021;

e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the audit period) ;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 / 2025. (Not applicable to the Company during the audit period) ;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company during the audit period) ;

h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (Not applicable to the Company during the audit period) ;

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no laws which specifically apply to the type of activities undertaken by the Company.

We have also examined compliance with the applicable clauses of the following: -

i. Secretarial Standards issued by The Institute of Company Secretaries of India as in force from time to time.

ii. The Listing Agreements entered into by the Company with National Stock Exchange of India Limited (NSE) and BSE Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines, etc.

We further report that: -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice of at least seven days was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous with views of the Board members recorded in the same.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.

We further report that during the period under review, the Company obtained approval of the shareholders for the following matters having a major bearing on Company's affairs:

1. Appointment of Mr. Pravin Digambar Chaudhari as Managing Director of the Company, for a period of three years commencing from 1st April 2025 upto 31st March 2028 pursuant to the Ordinary Resolution passed by the shareholders through Postal Ballot on 18th April 2025.

2. Approval of Scheme of Amalgamation of Nerofix Private Limited, a wholly owned subsidiary of the Company, with the Company, pursuant to the provisions of Section 230, 232 and other applicable provisions of the Companies Act 2013, by the shareholders at the meeting convened on 27th February 2026 pursuant to the order of National Company Law Tribunal - Mumbai Bench.

The Members,

Kansai Nerolac Paints Limited

28th Floor, A-wing, Marathon Futurex, N. M. Joshi Marg,

Lower Parel, Mumbai 400 013.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.