Berger Paints India Ltd

Your Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended on 31st March, 2025.

a. Revenue from Operations for the year ended 31st March, 2025 was Rs.10,169.22 Crore as against Rs.10,002.93 Crore in the corresponding last financial year, representing an increase of 1.66% over the corresponding period of last financial year.

b. EBIDTA (excluding other income) for the year ended 31st March, 2025 was Rs.1,674.14 Crore as against Rs.1,671.67 Crore in the corresponding last financial year, representing an increase of 0.15% over the corresponding period of last financial year.

c. Net Profit for the financial year ended 31st March, 2025 was Rs.1,077.50 Crore as against Rs.1,015.05 Crore recorded in the previous financial year, representing an increase of 6.15% over the corresponding period of last financial year.

a. Revenue from Operations for the year ended 31st March, 2025 was Rs.11,544.71 Crore as against Rs.11,198.92 Crore in the corresponding last financial year, representing an increase of 3.09% over the corresponding period of last financial year.

b. EBIDTA (excluding other income) for the year ended 31st March, 2025 was Rs.1,856.09 Crore as against Rs.1,861.32 Crore in the corresponding last financial year, representing a decrease of 0.28% over the corresponding period of last financial year.

c. Net Profit for the year ended 31st March, 2025 was Rs.1,182.81 Crore as against Rs.1,169.82 Crore in the corresponding last financial year, representing an increase of 1.11 % over the corresponding period of last financial year.

The Board of Directors have recommended a dividend of Rs.3.80 per equity share of Rs.1/- each fully paid up for the financial year ended 31st March, 2025. Dividend is subject to approval of the shareholders.

The global economic expansion was steady in 2024 although uneven, amidst geopolitical tensions, geoeconomic fragmentation and heightened trade tensions and elevated public debt. Financial conditions broadly eased as major central banks pivoted to accommodative monetary policy stance by mid-2024. Global Inflation eased to 5.7% in 2024 from 6.6% in 2023, reflecting the impact of gradual monetary tightening and easing of supply chain constraints, but remained above pre-pandemic levels, largely driven by persistent price pressures in the service sector. The disinflationary process, however, remains varied around countries with persisting stickiness in services inflation in major advanced economies.

The global economy in 2025 is likely to grow not only below its historical average of 3.7%, but also below the growth of 3.3% in 2024 on account of heightened global trade protectionism, rising policy uncertainty and ongoing geopolitical tension. The disinflationary path is expected to continue but at a slower pace with advanced economies likely to reach their targets earlier than the emerging market economies. Accordingly, many central banks pivoted to an easing cycle, while remaining cautious of escalating trade tensions, lingering geopolitical uncertainties, global financial market volatility and climate change risks.

Amidst challenging global economic environment, the Indian economy exhibited resilience during 2024-2025, supported by robust macroeconomic fundamentals and proactive policy measures. Inflation eased and moved below the target by the end of the year. The financial sector remained resilient and robust on the back of healthier bank and non-bank balance sheets, improved asset quality and capital buffers that enabled double-digit credit growth. Although real Gross Domestic Product (GDP) growth moderated to 6.5% in 2024-2025, India remained the fastest growing major economy. Economic activity was supported by an improvement in consumption demand and net exports on the expenditure side and buoyant services sector and recovery in agricultural production on the supply side.

Against the backdrop of subdued global economic activity and multiple headwinds, the Indian economy being the 5th largest in the world is poised to become 4th largest in 2026 and 3rd largest by 2028. Overall, the Indian corporate environment remains optimistic about the future. The ‘Make in India' campaign has been a big boost for the manufacturing sector. Further, the strained geopolitical condition in the immediate neighborhood seems to have stabilized which hopefully will continue.

The $9 billion Indian paints market is rapidly growing. The paint industry is segmented into decorative/architectural and industrial paint with decorative paint, comprising the largest portion. The Indian paint industry is projected to continue its growth trajectory, driven by factors like urbanization, infrastructure development and increasing disposable income.

Urbanization, infrastructure development, growth of the real estate sector are key drivers of the paint industries' growth. Technological advancement in paint formulations and manufacturing process is also contributing to industry growth. The manufacturing sector witnessed robust growth in quarter-1 2024-2025, but moderated in the next 3 quarters, reflecting both base effect and muted demand condition. The manufacturing sector is expected to gain further traction in 2025-2026 supported by improvement in domestic demand, higher capacity utilization, healthy balance sheet of corporates and banks, easing financial conditions and government's continued thrust on capital expenditure. The construction sector is also expected to continue its robust performance in 2025-2026 aided by increased allocation for Pradhan Mantri Awas Yojana (PMAY).

The Indian paint industry is experiencing increased competition, with new players entering the market and existing players expanding their reach. This not only intensifies competition but also ensures that the products are innovative, value for money and sustainable. The Indian paint industry after witnessing robust growth in financial year 2022-2023 is bracing for a challenging landscape marked by intensified competition of margin pressures. The revenue for the paint industry was impacted in financial year 2024-2025 due to stiff competition, general elections, prolonged monsoon and continued effects of price cuts. Decorative paints which account for 70-75% of the total demand continue to be the primary growth driver fueled by repainting activities, urbanization and rising disposable income.

The Indian paint industry is over 100 years old. Now, with more and more digitization efforts from online color selection tools to virtual reality simulations for painting finishes, technology has changed along with consumer habits. The waterproofing and construction chemical business has grown many folds in recent years backed by innovative products which are easy to apply. The continuous stride towards Viksit Bharat@2047 indicates large investment in infrastructure projects, industrial development, sharp growth in Capex etc. ‘Protective Coatings' play a major role in such large infrastructure projects, and your Company is positioned No. 1 in the Protective coatings, in India. The automotive, General Industrial and Powder coatings business had decent growth in the previous financial year.

Your company successfully completed a century of its dominance in the paint industry and celebrated its 100 Year journey with the inauguration of its new, classy headquarters at New Town, Kolkata. The inauguration happened on 10th February, 2025 in the presence of distinguished guests. The iconic building has already turned into a landmark in Kolkata due to its unique design. The museum on the ground floor of the eight-storey building illustrates the journey of Berger Paints since 1923 and displays the innovative product range in its portfolio.

As part of the regular succession planning exercise of your Company ensuring seamless transition to the next generation of leaders, Ms Rishma Kaur was appointed as the Chairman of your Company by the Board of Directors at its meeting held on 9th August, 2024 with effect from 13th August, 2024. Mr Kanwardip Singh Dhingra was appointed as Vice-Chairman of your Company by the Board of Directors at its meeting held on 9th August, 2024 with effect from 13th August, 2024. Mr Kuldip Singh Dhingra and Mr Gurbachan Singh Dhingra continue on the Board as Non-Executive Directors designated Chairman Emeritus and Vice-Chairman Emeritus, respectively, and are guiding their successors on strategic thinking, leadership and overall understanding of the business.

Despite stiff competition, Berger continues to hold the 2nd position in India among all paint companies. It is the 4th largest paint company in Asia and 7th largest decorative paint company in the world. This has been possible through efficiency, capacity enhancement, acquisitions and a great deal of emphasis on customer needs. There has been a revolution in the country's paint industry in terms of aesthetics, durability and affordability. The shortening of repainting cycle, rapid urbanization and increasing demand for premium products also drive this growth. Over the last 5 years, the paint industry in India has witnessed an influx of new players. Your Company being the oldest paint manufacturer in the country, has consistently demonstrated the foresight to anticipate future trends and outmaneuver the competition. Your Company has always been in the expansion mode, especially after 1991 when Mr Kuldip Singh Dhingra and Mr Gurbachan Singh Dhingra acquired the controlling stake in the Company. Unmoved by the entry of new players, your Company continued to grow rapidly offering innovative products, setting benchmarks in technology, quality and customer service. With strong focus on sustainability, customer satisfaction and continuous improvement in manufacturing products that not only meet but exceed the expectations of the customers, your Company is confident that it will be able to grow even in tough market conditions focused on living up to the legacy of trust and innovation while continuing to introduce our customers and industry influencers to a slew of innovative products and services as we progress.

Your Company on a stand-alone basis recorded high single digit volume growth during FY-2024-2025, value growth was muted despite volume momentum, impacted by full-year effect of FY-2024 price reductions, softer consumer demand and mix change in favour of high volume, low value profitable products like tile adhesive, admixtures etc. Protective coatings segment delivered double-digit volume and value growth. The automotive segment remained stable, with healthy operating margins.

We could sustain our gross margins despite one full-year impact of price corrections in FY-2024. Operating margins were maintained at the higher end of the guided band, resilient to pricing actions, raw material fluctuations and currency volatility. Your Company maintained zero gross debt with further strengthening of net cash position.

With the present manufacturing capacity of 1.30 min MT backed by greenfield and brown field expansions, we are confident that we will be able to maintain our growth leadership in FY 2025-2026.

You should be happy to note that your Company published its first sustainability report in January 2025. The report chronicles our deep-rooted commitment to sustainability and our relentless efforts to enhance our environmental, social and governance (ESG) performance, highlighting the diverse initiatives we have undertaken over the years. It underscores our strategic focus on contributing to the United Nations Sustainable Development Goals (SDGs) through targeted interventions and innovative practices.

Among the bouquet of innovative products manufactured and sold by your Company, a few key products with their standout features are as under:

Berger HomeShield Roof KOOL & SEAL - Is a scientific marvel which contains the unique property of water proofing as well as keeping the house cool during summer. This product is generally applied on the roof and has the dual effect of waterproofing and cooling. It contains the benefit of crack bridging, infra-red ray reflection, anti-microbial efficacy and dirt pick up resistance. This 100% acrylic elastomeric polymer has heat reflecting properties that significantly reduces the transfer of heat into the house. The product performed very well in the financial year that ended in March 2025, and your Company is confident that it would do even better during FY-2025-2026.

Easy Clean Silky Touch - Easy Clean as a product has been hugely successful with its silk like finish - shinier than existing Easy Clean, it has been hugely popular though launched recently. This is a technologically advanced product with a perfect blend of functionality and aesthetics, especially its curated silky wax which provides smooth finish, and the cross-linking polymers make it stain resistant and washable. On top of it the product has a flexible film which prevents hairline cracks on the surface.

Berger HomeShield Tank Cool - This product is a result of innovation fueled by feedback received from dealers and contractors. This coating system is capable of cooling down the temperature of the stored water to a large extent. This can be applied over corrugated metal roof sheet, concrete etc., to get cooling effect. This can be applied for exposed pipes. This product comes in a convenient package which is easy to apply. The consumer feedback for this product is also encouraging.

Berger Weathercoat Anti Dustt Kool - This product being one of your Company's popular products having dust repellent technology now comes with heat reflective nano technology. The product's unique formulation provides excellent dust repellent technology on the outside while maintaining cooling effect inside.

The earlier avatar of the Express Painting division called Home Decor was started in the early 1990's and provided colour consultancy where in customers were advised on colour combinations and suitable products for their homes. In 2003, the service evolved to further provide comprehensive painting solutions. In addition to colour consultancy, contractors were also provided to execute the job and the customer was offered a one-year warranty on the completed work. The 3rd phase of this evolution saw the entire program move into the express painting mode with the introduction of automatic application tools. This technology made the painting experience faster, cleaner and better. The major concerns for customers identified by Berger's management team while getting one's house painted were as follows:

a) The dust generated during the surface preparation phase;

b) The quality of work, which depended on the experience or training of the applicators and

c) The duration of time to complete the painting project.

By introducing automatic application tools, your Company was able to address these issues easily. With time as a part of your Company's constant endeavor to innovate and provide the customers with a better, hassle free, cleaner and safer painting experience and your Company's aim to explore solutions for customer pain points, the investment made by your Company in leveraging evolving technology including use of artificial intelligence which has completely changed the painting experience. Additionally, your Company continuously engages with both homeowners and applicators to understand how we can further enhance the painting experience. Berger ‘My Colour App' which incorporates augmented reality and artificial intelligence to simplify the process of selecting colour combinations for homes has been a standout success since the app has received fantastic reviews from customers across markets. The use of moisture meter to access the level of dampness in the walls is an answer to the traditional system of dependence on the competency of the contractor for prescribing the right water-proofing solution which often proved inaccurate. The scientific method of accessing the dampness in the walls through the moisture meter gives an accurate reading of the extent of dampness in the walls thus simplifying the ways and means to address the problem by using the exact product/solution to get rid of waterproofing issues.

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

Your Company is the 2nd largest player in the decorative paints business in India. With an array of innovative and differentiated products, your Company was able to grow despite sluggish economic scenario, general elections in the 1 st quarter of the financial year 2024-2025, extended monsoon and entry of new players in the paint industry. Though the luxury category was impacted, WeatherCoat Long Life showed signs of recovery in Quarter 4 of FY 2024-2025. In premium emulsion, Anti Dustt and Easy Clean had a robust volume growth while the economy segment was somewhat affected by competition. HomeShield continued to perform robustly. Your Company achieved robust volume and value growth in the Distributor category, Prolinks, Stores and IDEA segments.

The effort on the part of the Company towards protecting its Gold Card dealers, well designed loyalty programs, installation of color bank machines, addition in the number of Key Contractors are key to your Company's success. You may be happy to note that till 31st March, 2025 your Company has installed 62,338 color bank machines.

The level of incentives given to painters and contractors by your Company is lucrative and easy to redeem. With digitization of reward systems, the mode of redemption has become faster and simpler. The ERP modules integrated with business processes are already making a lot of difference and due to your Company's digitization readiness, it is well positioned to reap the benefits of technology.

Your Company's ‘Shop In Shop' concept is unique and is expected to give very good dividends in the coming years. With an eye to expanding the network, engaging with dealers, distributors, key contractors etc., your Company is well positioned to take on competition. Backed up by a motivated sales force, innovative products, trust and legacy of 100 years of existence, your Company is poised to grow in the decorative paints segment in the coming years.

The Prolinks performance has been encouraging, and its growth can be attributed to key account business, repainting business backed by efficient lead management and data analytics. Sales teams have been revamped to cater to various project sizes.

Berger HomeShield, since its inception in 2017, has become one of the main growth drivers for the Company. In FY 2024- 2025, Berger HomeShield grew over the industry standard to become an eminent player in the field of construction chemicals and waterproofing. In the construction chemicals category, Berger along with its subsidiary company STP Ltd. is fast growing No. 3 in India. In FY 2024-2025, many innovative products were launched under Berger HomeShield to ensure state-of-the art solutions for our consumers. Our new product range ‘Dampstop' and ‘Roof Kool and Seal' have been accepted very well in the market and these 2 brands contributed significantly to the overall growth. With a complete range of products, we offer ‘Basement to Roof solutions for any type of structure, be it individual houses or big commercial residential and infrastructure projects.

Protecton: Your Company is the market leader in protective coatings in India. Designed for demanding sectors such as oil refineries, power plants, railways, coastal installations, bridges etc., ‘Protecton' offers bespoke, technologically advanced solutions that ensure durability, corrosion resistance and a long service life. Post the covid pandemic since 2020-2021 Protecton has shown resilience by maintaining an impressive 20% CAGR. Following the "MEGA" Model; ‘M' stands for maintenance of existing business; ‘E' stands for experiment, new initiative; ‘G' stands for growth and ‘A' for acceleration, Protecton was able to achieve robust growth year on year. With its innovative products, Protecton has been a part of several prestigious projects like the India International Convention and Expo Centre Yoshobhoomi, New Pamban Railway Bridge, Chenab Rail bridge, Chennai Airport, Bengaluru Airport, IOCL Paradeep Refinery, Numaligarh Refinery, BEML Mysore, Bhupen Hazarika Setu, Wankhede Stadium, Delhi - Meerut Regional Rapid Transit System (RRTS) station and depot to name a few. The continuous stride towards Viksit Bharat@2047 indicates large investment in infrastructure projects, industrial development, sharp growth in CAPEX, more and more manpower productivity. In other words, the progress of Protecton division is driven by value innovation and closely aligns with national development initiatives such as Gati Shakti and Jal Jeevan mission. Protecton aims at selling solutions rather than products with a constant thrust on innovation and collaboration. Protecton aims at providing affordable and easy to apply products for its customers. Products like wet surface epoxy coatings, thermo indicative paint, solventless strong chemical resistant tank wash etc., are few examples of innovative and sustainable products which make a difference in the market. This division is also planning to export its products to atleast 20 countries in the near future.

Auto Gl and Powder: Berger along with Berger Nippon Paints Automotive Coatings, Pvt Ltd (Joint venture between Berger and Nippon Paints Automotive Coatings Co. Ltd., Japan) holds the No. 2 position in India in automotive paints. During the financial year 2024-2025, the auto division had a decent value growth and a strong EBIDTA growth. The auto division achieved the best-ever EBIDTA to sales percentage during the year under review. Your Company during the financial year ended 31st March, 2025 introduced new generation, CED (tin free) in major commercial OEM's. Direct to Metal (DTM) product was approved by major OEM's in the construction equipment segment. Monocoat system was introduced for 2W/EV's in the OEM segment. This was a result of our R&D initiative resulting in niche products with cost advantage.

General Industrial (Gl): In Gl category, your Company is a dominant player along with its wholly owned subsidiary SBL Specialty Coatings Pvt Ltd. During 2024-2025, the industry growth was standard and therefore the market was tough. Inspite of tough market conditions, major inroads were made in the E-rickshaw segment. Inroads were also made in new metallic shades in the fan segment. The dealer network saw major expansion and almost 60% of the total sales were achieved through dealer network. With constant innovation, products like Internal Food Grade Clear coatings were introduced in MS barrels. These coatings ensure that barrels are chemically inert, preventing contamination of stored goods and making them safe for contact with food and beverages.

Powder coatings: Your Company's focus on profitability was maintained during FY 2024-2025, which impacted sales initially. Some price corrections were done to improve value growth. Your Company got a strong foothold in one of the largest Air Conditioner (AC) manufacturer in India and also got an entry into one of the largest AC vendor in India manufacturing for almost all brands in India. In the earthmover segment, your Company is a major supplier in one of the largest earthmover maker plant in India. Your Company also supplied powder coating products to the defence sector for coating the ammunition boxes supplied to defence only. Soft feel powder coatings designed for using on decorative components like bottles, domestic appliances, office furnitures etc., known for ‘soft touch' or ‘soft feel', provide a velvety, luxurious and often rubbery or leather-like surface texture on various materials, particularly plastics and metals. These coatings are designed to enhance the tactile experience of products, making them appealing to consumers. Your Company also started supplies in architecture segment, coating the aluminium channels. Heat resistant powder coating was developed which can withstand heat upto 650 to 700?C majorly used in auto mufflers, stove tops and barbeque grills.

Research and Development (R&D): Your Company's R&D actively focuses on innovative technology, energy efficiency, backward integration, developing new products and optimization of cost. Your Company also filed a patent during the previous financial year. The R&D function has been effectively supporting the business and is responsible for the Company's robust growth. With value for money and safe to use products, the customer experience has been better. Lean formulations, raw material options, process efficiency has ensured that our business remains profitable even in this competitive market. With an eye on sustainability, there is a constant endeavor to develop products and processes which are energy efficient with low carbon footprint with extended product life cycle. Laboratory Information Management System (LIMS) has been deployed during the previous financial year which is a software - based solution designed to manage and streamline laboratory operation at R&D. R&D function has all along been a key contributor to your Company's success story.

Information Technology: During FY 2024-2025, our digital transformation efforts remained centred on strengthening the organization's cybersecurity, automating key business-critical processes, optimizing costs and enhancing user experiences. Notably, we achieved zero cybersecurity incidents in the past fiscal year, thanks to the implementation of an Al powered Managed Detection and Response (MDR) system and Zero Trust Architecture (ZTA) framework. These measures fortified our security posture, enabling us to reach the GOLD standard in cybersecurity. We actively promoted cybersecurity awareness among all employees through regular training sessions held throughout the year. Additionally, our Friday Flyers initiative provided our users with up-to-date information on emerging security threats and guidance on mitigation strategies. Our business-critical applications, including Oracle ERP, o9 and Salesforce are fully secured, as are various on-premises solutions such as SharePoint, mobile apps and web portals hosted at our data center.

A major process automation milestone was the adoption of SharePoint as our Document Management System (DMS), serving as a central repository for documents such as supplier invoices received through platforms like iSupplier, VMS, Adex and a custom SharePoint app for the CIS desk. These systems are now integrated with SharePoint, streamlining document storage and retrieval. For business analytics, we deployed Tableau, developing over 90 dashboards in-house to support various business functions. As early adopters of Al within the paint industry, we leveraged multiple Al tools both in our security framework and in the My Colour App, enhancing customer experience by enabling colour simulations for end-users. In Salesforce, Einstein's predictive capabilities allowed us to identify high-value, high-intent leads. Our Warehouse Management System (WMS) was rolled out across 54 locations, comprising 3 plants and 51 warehouses during the year. We also developed an integrated portal- based application, eLabnotebook, for the R&D function, facilitating data capture, analysis and reporting. The RiiT portal was implemented to improve tracking of related party transactions and strengthen governance. We initiated the deployment of Oracle Enterprise Asset Management to monitor asset lifecycles and streamline maintenance processes, further enhancing governance and cost optimization.

Key initiatives to improve profitability included significant cost savings achieved through network optimization using SDWAN (Software Defined Wide Area Network) technology and upskilling our internal teams to reinforce support functions.

Materials, Supply Chain & Logistics: The procurement landscape remained challenging in the early part of the financial year ended 31st March, 2025, though raw material prices softened during the later part of the financial year. The procurement function also delivered substantial savings on account of developing alternate vendors, single source elimination, e-auction of containers and cartons and strategic purchase. Reducing dependence on imported goods by local purchases also resulted in saving cost.

The key differentiators for Berger's supply chain success during FY 2024-2025 was a result of initiatives to improve forecast accuracy, dissemination of information through tableau, planned automation for Outsourced Processing Centers (OPC's), Vendor Management System and o9 integration, automated dispatch urgency system, digitalization of supply from outsourced processing centers (OPC's), dispatch prioritization in Oracle, implementation of software for primary and secondary freight management. The closer to market strategy for vendors resulted in freight cost benefits, low inventory maintenance and direct dispatch advantage. With WMS (Warehouse Management System) being implemented across multiple plants and warehouses, the manual intervention is now limited resulting in better control. With increased SKU's, logistic function now requires planning level intervention to be efficient and cost competitive. Efforts are on to reduce packaging cost, encourage reverse auction for containers and shift material from barrel to tanks while transporting.

Digital: Your Company has been actively pursuing digital transformation initiatives to enhance its operations and customer experience. Your Company implemented ‘Salesforce' as its Customer Relationship Management (CRM) system. The implementation enhanced customer satisfaction, improved dealer engagement, and ultimately resulted in boosting return on investment by streamlining operations and providing a centralised view of customer data.

End-to-End digitalisation of supply chain, implementation of warehouse management system (WMS), selection of a business management platform (o9) for supply chain management contributed to the robust growth of business. Additionally, tools like an e-compliance tracker and a manufacturing dashboard for real-time insights into production are some of the other key initiatives. Your Company also implemented various Digi Tech solutions to make business easy during the FY 2024-2025. Initiatives like ‘Happay' for expense management, implementation of software for primary and secondary freight management, e Sambandh for online ordering and tracking of orders by contractors, ‘My Color App' being Al enabled for preview and colour combinations,

‘Website 3.0' developed to be an adaptive corporate website, ‘Suvidha 2.0' app for management of the entire painter ecosystem and fly wheel, ‘iSupplier' portal for management of order servicing; Oracle Enterprise Asset Management (Oracle EAM), for tracking asset installation, maintenance cycle, replacement cycle, AMC status etc. only asserts the fact that we at Berger always focus on digitization for a better all round customer experience.

The HR function at Berger during FY 2024-2025 concentrated on arresting attrition, succession planning, leadership capability training, employee survey and other engagement initiatives.

Manufacturing & EHS: The manufacturing function was one among many success stories at Berger during the previous financial year. Your Company managed to lower cost/unit of paint manufactured in most factories by improving productivity in spite of increase in wages with a constant focus on ‘Going Green.' Efforts were on to install solar roof/tubes, use Bio-Briquettes, encourage rainwater harvesting and try and reduce carbon footprint. With state-of-the-art safety norms and leveraged technology to monitor better, innovative ideas were at the core of every initiative. The manufacturing cost ( Rs./ Kg-Ltr.) came down as compared to the previous financial year, while productivity (Ltr-Kg/Man-hour) increased during FY 2024-2025 as compared to FY 2023-2024. During the year under review, brownfield capacity expansion was carried out at Gujarat and Rishra plant. Capacity expansion is underway at the Company's Hindupur plant. Increase in storage capacity was carried out in Pondicherry and Goa plant. Your Company, through automation, always aims at product quality and process improvement. At our Sandila factory, stitching, packing, printing are done through robots. As a result, work has been streamlined and work efficiency improved manifold. As a part of the sustainability initiatives, "Clean and Green initiative" has been introduced which is an innovative solvent recovery process, distilling used solvents from machine cleaning and reclaiming over 60% for resale or reuse, thereby significantly reducing carbon emissions. ‘Project Ushma' aims to eliminate reliance on fossil fuel by using latent heat from production processes to replace boilers and heaters, enhancing cost savings and environmental stewardship. ‘Project Uthan' and Harmony R focuses on process optimisation, reducing cycle time and energy consumption while harmonising operations across facilities for higher productivity. ‘Project Sanchayan' and ‘Project Jal' are successfully going on and their footprints have increased across other manufacturing facilities. Woman empowerment through ‘Stree Shakti' has also been extremely successful. On the safety aspect, there has been a constant endeavour towards educating the workforce on behavioural safety. With projects like "Power to Stop", even people not from safety team has the power to stop operations in case any safety glitch is noticed in the factory premise which has resulted in decrease in the first aid cases. ‘Incident and Near Miss reporting', ‘reporting of unsafe acts and conditions' online has resulted in a much safer work environment. With the introduction of ‘Danger Experience Lab' in each of our plants for training and enhancement of knowledge, the people working in the plants are made aware of the process hazards. For Green Field expansions, ‘Construction Safety manual' has been designed for contractors emphasizing on safety while they are at work. Our engineering team also worked tirelessly to complete our new Corporate Office at Newtown, Kolkata within the scheduled time frame.

Your Company, through its subsidiaries are present in Nepal, Russia, Poland and United Kingdom. In Nepal, it is holding No. 2 position with sizeable and long-standing presence in decorative business. In Russia, it is into niche business in decorative paints. In Poland, it is dominant in External Thermal Insulations Composite Systems (ETICS) through acquisition of Bolix SA. In the United Kingdom, the subsidiary is operating in Exterior Insulation Finish System (EIFS)/ETICS/ECO funding homes for heating grants in the United Kingdom and France.

The Global Economic Outlook for 2025-2026, remains clouded by multiple challenges: The pace of disinflation losing momentum; elevated public debt across several economies; protracted geopolitical tensions; heightened trade tensions; financial market volatility and climate shocks. The Global economy is projected to grow by 2.8% in 2025 and 3% in 2026 as per reports published

by International Monetary fund.

The outlook for the Indian economy however remains promising. The Indian economy is poised to sustain its position as the fastest growing major economy during 2025-2026, supported by pick-up in private consumption, healthy balance sheets of banks and corporates, easing financial conditions and governments continued thrust on capital expenditure. However, uncertainty about global trade post-protectionist measures, protracted geopolitical tensions and global financial market volatility pose downside risks to the growth outlook and upside risks to the inflation outlook.

In 2025-2026, markets will closely track the implications of tariff policies of the United States and reciprocal measures by others, as an uncertain policy environment may instil volatility in global financial markets. Amidst multiple global headwinds, the central government sustained its fiscal consolidation efforts, supported by buoyant tax revenues and prudent expenditure management.

The Indian Paints industry is anticipated to experience modest growth in FY 2025-2026, driven by favourable macroeconomic conditions, rising urbanisation and increased construction and infrastructure development activities. The growth can also be attributed to decent demand in the decorative segment driven by higher disposable incomes, innovative and ecofriendly products, premiumisation trends and government initiatives like the PM Awas Yogana and Smart City Mission.

The industrial segment is also projected to maintain healthy momentum, supported by automotive including EV production and investment in infrastructure expansion.

The competition in the Indian Paints market is increasing with the entry of new players. This in turn is paving the way for further investment, innovation, and enhanced distribution networks. While the sector may face various challenges, the companies are expected to mitigate these challenges through product innovation, focus on sustainability, digitization and easy to apply eco-friendly products.

During the year under review, the Company's new state-of-the-art, Corporate Office at Newtown, Kolkata with modern amenities and futuristic design has been inaugurated and occupied.

Brownfield expansion has been carried out at the Company's Jejuri Plant for automative and industrial paints. In order to ensure better serviceability, automated filling machines have been installed at our Pondicherry plant. The warehouse facility at Pondicherry has also been revamped. Also, brownfield expansion was carried out at Hindupur Plant for CED Resin and Paste.

The construction of new plant for the company's 100% subsidiary, SBL Specialty Coatings Private Ltd. at Lalru, Punjab for specialty industrial coatings, is approaching completion and will be fully commissioned in this FY 2025-2026.

Roof top Solar Power Plants had been installed in almost all the Plants in compliance with the prevailing state norms. During the year, the Company has further set up a rooftop solar power plant at its new Corporate Office at Newtown, Kolkata. All the solar plants commissioned till date have excelled the savings estimated during the design stage.

The Company has initiated Brownfield Expansion to manufacture Solvent base Decorative paints, Industrial paints, Wood Coating along with intermediate (Resin) at its existing Elindupur plant. The construction work has started at the site after obtaining the necessary statutory approvals. The project is set to be commissioned in the current FY 2025-2026.

The Company had acquired land measuring around 30 Acres at Panagarh, Paschim Bardhaman District, West Bengal from the West Bengal Industrial Development Corporation Limited (WBIDC) for setting up a manufacturing unit for water-based paints, industrial paints and resins. Process of obtaining the statutory approvals is in progress and the execution will be started after obtaining the same. The project is expected to be commissioned in FY 2026-2027, subject to receipt of all necessary approvals.

The Company has been allotted land measuring around 80 acres at Mouza Kalibeti, within the Khordha Tahasil district Khordha, Odisha by the Odisha Industrial Infrastructure Development Corporation (Government of Odisha Undertaking) for setting up a manufacturing unit for water based paints, solvent base decorative paints, industrial paints along with intermediates i.e., resins and emulsions. Process of obtaining the statutory approvals for setting up the factory will commence shortly.

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

With more and more premium products in paints and coatings coupled with the rise in disposable income, there is an increased demand for expensive, high-quality paints. With the intervention of Digital initiatives including Al, customer experience has now shifted completely. Often in cities we see that customers are not only buying paints but also hiring trained applicators to complete

their painting job with a growing focus on aesthetics. With the growing population, increased rental homes, shortened repainting cycle, the demand for paints will grow with time. Awareness towards sustainable and ecofriendly paints, customizable solutions, innovative finishes will only drive the growth of paint and coatings industry in India. With innovative and easy to apply solutions in waterproofing and construction chemicals, the demand for such products are on the rise. Steady growth in the automotive, general industrial and powder coatings segments caters to the demand for specialized coatings.

Geopolitical tension, supply chain disruptions, tariff barriers pose threat to the paint and coatings industry. Due to the growing dependence on digital and Al, the threat of cyber-attacks has increased manifold in the paint and coatings industry. This may result in operational disruption and loss of data which may in turn disrupt manufacturing and supply chain processes. Currency fluctuations, duties and quality control orders may increase the cost of imported raw materials resulting in an increase in the cost of production. With more and more new players entering the paint and coatings industry in India, there is intense competition leading to aggressive pricing strategies and reduced margins.

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

The last five years has seen many uncertainties and challenges with the war in Europe still continuing and the people of the world coming in terms with the disruptions caused due to the COVID-19 pandemic. Global inflation eased to 5.7% in 2024 from 6.6% in 2023, reflecting the impact of gradual monetary tightening and easing supply chain constraints, but remained above pre-pandemic levels, largely driven by persistent price pressures in the services sector.

Beyond the uncertainties, fortunately with innovative products, enthusiastic workforce, strong market presence and constant focus on profitability with young aspirational population at large, increase in consumption of paint is likely to happen. With the focus of the Company to cater to the needs of various strata of population striving to give them a better customer experience, the Company is confident to grow and achieve higher numbers inspite of entry of new players in the paints and coatings space.

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

The Internal Control Systems of the Company are robust and commensurate with the nature, size and complexity of its business. Well-designed internal financial control measures as laid down and adopted continue to be followed by the Company. Policies and procedures, as approved by the Board have been adopted by the Management of the Company for ensuring orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Good governance, well defined systems and processes and policies, risk assessment, a vigilant control function, communication and monitoring and an independent internal audit function are the foundation of the internal control systems. The Internal Audit function of the Company continues to provide assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting. The Internal Risk and Control function also evaluates organizational risk along with controls required for mitigating those risks. The control activities continue to incorporate, among others, continuous monitoring, routine reporting, digital business environment with minimum possible manual intervention, checks and balances, purchase policies, authorization and delegation procedures, audits including compliance audits, which are periodically reviewed by the Audit Committee and the Business Process and Risk Management Committee. The performance of the Internal Audit department is also reviewed by the Audit Committee and Board and improvements advised. Your Company has a Code of Conduct for all employees and a clearly articulated and internalized delegation of financial authority. Your Company also takes prompt action on any violation of the Code of Conduct by its employees.

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

Note: * There was a 33.30% change in Company's Standalone Interest Coverage Ratio on account of decrease in borrowings in current financial year as compared to previous financial year.

# There was a 25% change in Company's Standalone Debt Equity Ratio on account of decrease in borrowings in current financial year as compared to previous financial year.

"There was a 7.60 % change in Company's Standalone Return on Net Worth as well as 13.45% change in Company's Consolidated Return on Net Worth on account of higher increase in average shareholder's equity in comparison to increase in profit before interest and tax.

The Company has policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures, which are reviewed by the Board and Audit Committee from time to time.

The amended ESOP Scheme was approved by the shareholders of the Company through the Postal Ballot on 17th September, 2024. Under the amended Scheme the Compensation and Nomination and Remuneration Committee granted 2,01,206 options to 98 eligible employees including the Managing Director & CEO and CFO.

The Compensation and Nomination and Remuneration Committee during the financial year 2024-25 has also allotted 98,730 equity shares of Rs.1 each (face value) to eligible employees (including Key Managerial Personnel) upon exercise of options earlier granted to them. The allotment of the aforesaid shares were made on 4th December, 2024 (35,128 equity shares) and on 27th January, 2025 (63,602 equity shares) respectively.

For further details, please refer to Annexure II to this report where detailed information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are enclosed.

Please also visit the weblink: https://www.bergerpaints.com/investors/download for disclosures under Regulation 14 of the aforesaid Regulations.

At Berger Paints, our people are the cornerstone of our success. Guided by our core values—accountability, customer orientation, ethics, integrity, trust and respect—we foster a progressive and inclusive workplace where every employee feels valued, supported and empowered to grow.

Our organizational culture is built on four key pillars that shape our management philosophy:

• Open & Non-Hierarchical: Encouraging psychological safety, open dialogue and continuous learning across all levels.

• Humble & Compassionate: Leading with empathy, respect and kindness to nurture a collaborative and caring environment.

• Autonomy & Experimentation: Empowering individuals with freedom and ownership to innovate and drive impact.

• Agile and Process-Driven: Promoting adaptability, execution, excellence and speed through well-structured processes.

These pillars are reinforced by the Berger Leadership Competencies that define how we lead and grow, which include result orientation, innovation and change, building and developing talent, business acumen and curiosity.

Together, our values, culture pillars and leadership competencies form the foundation of a future-ready, high-performance organization—committed to developing leaders, driving innovation and delivering sustainable growth.

In FY 2024-2025, we focused on strengthening leadership and functional capabilities across the organization. During the year the Company launched several initiatives and certification programmes towards achieving the same. Some of these initiatives are Market Acumen Readiness Certification institutionalized for new Sales Trainees; Berger Academy, powered by Oracle HCM's LMS to digitalize learning at scale; TOPGUN initiative for targeting Key Talent identified through our Annual Succession Planning and Talent Review process and Young Talent Management Program to name a few.

We continued to build our early talent pipeline through structured campus programmes:

• FLAME, for management trainees,

• IGNITE, our Summer Internship Program for Sales & Marketing,

• Graduate Engineer Trainee (GET) and Sales Trainee hiring programmes.

We also launched the Berger IMI Program, a job-guaranteed, 12-month development journey split into 6 months of classroom training and 6 months of on-the-job learning—ensuring job readiness from day one.

To deepen regional connect and improve frontline retention, we enhanced targeted hiring from local colleges, especially for upcountry sales territories.

In FY 2024-2025, we focused on leadership connect and real-time recognition to strengthen employee engagement.

MD & CEO town halls remained a key forum for transparent communication and strategic alignment. Recognition was driven through Spotlight Awards in retail sales and Long Service Awards for employees completing 15, 20 and 25 years of service.

We also institutionalized functional Rewards and Recognition ceremonies during forums such as Depot Managers' Meet, Distribution Meet and BD Meet—offering timely appreciation for individual and team excellence.

A major milestone this year was our transition from Darwinbox to Oracle HCM, establishing a unified, intelligent HR ecosystem.

This move digitized all core HR modules—including Employee Lifecycle, PMS, LMS, Recruitment, Onboarding, Analytics and Succession Planning—enabling full automation of processes, advanced self-service and real-time dashboards for data- driven decision-making. The transformation has significantly enhanced HR efficiency and employee experience.

We continued to advance diversity and inclusion through initiatives like Stree Shakti, aimed at empowering women in the workforce. Fair and merit-based practices were upheld across hiring, promotions and career development, with regular policy reviews to ensure equity.

The industrial relations climate remained peaceful and collaborative throughout the year. As of 31st March 2025, our employee strength stood at 4,760 (as compared to 4,445 on 31st March 2024), reflecting growth aligned with business expansion.

As we move forward, we remain committed to building a future-ready, purpose-driven organization that is powered by its people. With our talented and passionate teams, we look forward to continuing our legacy of excellence and driving long-term value for all stakeholders.

The Ministry of Corporate Affairs (MCA) vide notification no. S.0.2866 (E) dated 5th September, 2016 enforced Sections 124(6) and 125 of the Companies Act, 2013 (hereinafter "the Act") read with the Investor Education and Protection Fund [IEPF] (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), which require companies to transfer the underlying shares to the IEPF, in respect of which the dividends have remained unclaimed for a consecutive period of seven years. Accordingly, during the year under review, on 3rd January, 2025, the Company had transferred 1,66,246 equity shares to the IEPF.

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

Berger Paints- Prevention of Sexual Harassment of Women at Workplace Policy can be viewed at: https://www.bergerpaints.com/about-us/policies/sexual-harassment-women-workplace-policy

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

During the year under review, two complaints relating to Sexual Harassment were received and investigated. The complaints have been closed and necessary action has been taken by 31st March, 2025.

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

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

Surefire Management Services Ltd., UK ("SMS"), was a joint venture of Bolix S.A., Poland with Green Dynamo Ltd., U.K. In April 2024, Bolix S.A. acquired the balance 25% shares of SMS from Green Dynamo Ltd., U.K. Consequently, SMS has now become a wholly owned subsidiary of Bolix S.A.

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

Beepee Coatings Private Limited earned a revenue from operations of Rs.38.90 Crore during the year under review.

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

The consolidated revenue from operations of Lusako Trading Limited and Bolix S.A. (including its subsidiaries) is Rs.614.77 Crore during the year under review. During the year under review, BJN-Nepal showed good performance with a revenue from operations of n 87.90 Crore.

SBL Specialty Coatings Private Limited (earlier known as Saboo Coatings Private Limited) continued to perform well with a revenue from operations of Rs.173.62 Crore during the year 2024-2025.

The consolidated revenue from operations of Berger Paints (Cyprus) Limited and its subsidiary Berger Paints Overseas Limited ("BPOL") was Rs.16.70 Crore.

Berger Rock Paints Private Limited ("Berger Rock"), recorded revenue from operations of Rs.38.26 Crore during the year ended 31st March, 2025.

Berger Hesse Wood Coatings Private Limited ("BHWCPL") (earlier known as Saboo Hesse Wood Coatings Private Limited) recorded revenue from operations of Rs.23.14 Crore during the year ended 31st March, 2025.

STP Limited recorded revenue from operations of Rs.391.24 Crore during the year ended 31st March, 2025.

Berger Becker Coatings Private Limited, the Company's joint venture with Becker Industrial Coatings Holding AB, Sweden, showed good performance with revenue from operations of Rs.312.27 Crore.

Berger Nippon Paint Automotive Coatings Private Limited ("BNPA"), the Company's joint venture with Nippon Paint Automotive Coatings Co. Ltd, Japan, posted revenue from operations of Rs.372.21 Crore.

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

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

The duly audited Consolidated Financial Statements as required under the Indian Accounting Standard 110, provisions of Regulation 33 of the Listing Regulations and Section 136 of the Companies Act, 2013 have been prepared after considering the audited financial statements of your Company's subsidiaries and appear in the Annual Report of the Company for the year 2024-25.

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

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

In terms of Regulation 24A of Listing Regulations, Section 204 of the Companies Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your Board at its meeting held on 14th May, 2025 appointed Messrs Anjan Kumar Roy & Co., Practising Company Secretaries (Firm Unique Code: S2002WB051400) as the Secretarial Auditor of the Company to conduct audit of the secretarial records for a term of five consecutive years commencing from 1st April, 2025 and to submit the Secretarial Audit Report, subject to approval of the shareholders at the ensuing Annual General Meeting.

The Secretarial Audit Report as on 31st March, 2025 received from Messrs Anjan Kumar Roy & Co., Company Secretaries in the prescribed Form No. MR-3 is annexed to this Board's Report and marked as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. An Annual Secretarial Compliance Report as per Securities and Exchange Board of India circular dated 8th February, 2019 and as amended vide NSE circular dated 16th March, 2023 and 10th April, 2023 is also attached as Annexure V as an additional disclosure.

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

Your Company has a Technical License Agreement with Nippon Paint Automotive Coatings Co. Ltd. of Japan.

The Company had earlier discontinued acceptance of fixed deposits since 2002 and accordingly, no fresh deposit was accepted during the year. As per the provisions of Section 125 of the Act, all unclaimed deposits have been transferred to Investor Education and Protection Fund (IEPF).

The draft Annual Return (e-form MGT-7) for the financial year ended 31st March, 2025 is placed on the website of the Company i.e., https://www.bergerpaints.com/investors/download which is in compliance with the Companies (Amendment) Act, 2017, effective from 28th August, 2020. The e-form MGT-7 shall be filed with the MCA upon the completion of the 101st Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder and a copy of the same shall be placed on the website of the Company.

SEBI has made it mandatory to publish a Business Responsibility and Sustainability Report (BRSR) by the top 1000 listed companies based on market capitalization in their Annual Report, in terms of Regulation 34(2)(f) of the Listing Regulations and file the same with the stock exchanges w.e.f FY 2022-2023. SEBI vide circular dated 28th March, 2025 has updated the format for Business Responsibility and Sustainability Report. Earlier, SEBI had introduced BRSR Core for assurance by listed entities (applicable to top 250 listed entities based on market capitalization for FY 2024-2025), vide circular dated 12th July, 2023. The BRSR Policy can be viewed at https:// www.bergerpaints.com/about-us /policies/business-responsibility-and-sustainability-policy The BRSR report alongwith the assurance forms part of this report and is marked as Annexure VII.

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

Further, we confirm that no employee employed throughout the financial year or part thereof received remuneration in the financial year that, on the aggregate, was more than that drawn by the Managing Director and Whole-time Directors and holds by himself or along with his spouse and dependent children more than 2 per cent of the equity shares of the Company.

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

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2025 are in full conformity with the requirements of the Act. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present your Company's financial condition and results of operations.

Your Directors further confirm that:

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

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

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

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

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

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

The Company has formulated a Remuneration Policy pursuant to the provisions of Section 178 and other applicable provisions of the Act and Rules thereof. The policy is based on the guiding principle aimed towards retaining and rewarding performers. There has been no change in the said policy during the financial year ended 31st March, 2025.

The Policy is available at the weblink https://www.bergerpaints.com/about-us/policies /remuneration-policy

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

The Authorised Share Capital of your Company as on 31st March, 2025 stood at Rs.120,00,00,000 divided into 120,00,00,000 equity shares of Rs.1/- each. The Issued Share Capital of your Company is Rs.116,59,86,259 divided into 116,59,86,259 equity shares of tV- each and the subscribed and paid-up capital is Rs.116,58,94,779 divided into 116,58,94,779 equity shares of Rs.1/- each fully paid-up. The subscribed and paid-up equity share capital as on 31st March, 2025 consists of 98,730 equity shares allotted under ESOP scheme of the Company during the year.

Credit ratings obtained by the Company during the relevant financial year, for facilities specified in the table below are as follows: -

There was no revision in rating during the year.

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in Note Nos. 9, 18 and 7 of the standalone financial statements.

The Company has always been committed to good corporate governance practices, including in matters relating to Related Party Transactions (RPTs). Endeavour is consistently made to have only arm's length transactions with all parties including Related Parties. The Board of Directors of the Company has a "Policy on Related Party Transactions" in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended and Section 188 of the Companies Act, 2013 since 26th September, 2014. The policy is available at the following weblink: https://www.bergerpaints.com/about-us/rpt-policy.html. The Company has also developed a Related Party Transactions (‘RPTs') Manual and Standard Operating Procedures to identify and monitor RPTs. The Company has developed a platform to automaticaly capture RPT's for better control.

All transactions with related parties are placed before the Audit Committee for approval and Board, as applicable. Prior omnibus approval of the Audit Committee is obtained for all the RPTs, which are foreseeable and repetitive and/or entered in the ordinary course of business and are at arm's length basis.

All related party transactions entered during the year were in ordinary course of the business and at arm's length basis. No material related party transactions, i.e., transaction with a related party exceeding Rupees one thousand crore or 10% of the annual consolidated turnover, as per the last audited Financial Statements of your Company whichever is lower, were entered during the year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

As per the Listing Regulations, the Company has framed a policy for determination of materiality, based on criteria specified in the Regulations. The web link of the policy is as follows: https://www.bergerpaints.com/about-us/policies/policy-determine-material-events

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

The Policy is available at the web link https://www.bergerpaints.com/about-us/policies/policy-preservation-documents

During the financial year 2024-2025, no significant change has taken place which could have an impact over the financial position of the Company. Further, except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31st March, 2025 and the date of this Report.

The total comprehensive income of the Company is Rs.1077.72 Crore for the year 2024-2025.

Your Directors have recommended a dividend of Rs.3.80 per equity share of Rs.1/- each for the financial year ended 31st March, 2025. Dividend is subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend, if approved, will absorb an amount of Rs. 443.04 Crore (compared to Rs.408.03 Crore in the previous year), based on the current paid-up capital of the Company. The dividend will be paid to those Members who hold shares: (i) In demat mode, based on the list of beneficial owners to be received from NSDL and CDSL as at the close of business hours on Tuesday, 5th August, 2025 being the Record Date, (ii) in physical form, if the names appear in the Company's Register of Members as on Tuesday, 5th August, 2025 being the Record Date.

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2025.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy. The Dividend Distribution Policy (though optional) is annexed to this Report (marked as Annexure I). The Policy is available at the following weblink https:// www.bergerpaints.com /about-us/dividend-distribution-policy.html.

In terms of the provisions of Section 124 of the Act, your Company has transferred an amount of Rs.1,36,59,099.00 for 2016-17, (Final) to the Investor Education and Protection Fund in respect of dividend amounts lying unclaimed or unpaid for more than seven years from the date they become due.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has filed the necessary form and uploaded the details of unclaimed amounts lying with the Company, as on 31st March, 2017 (Final).

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

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

Foreign Exchange Earnings and Outgo of the Company are T3.17 Crore and Rs.1,195.75 Crore respectively. Primarily, earnings were from exports and consultancy services and outgo was towards import payments.

Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

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

In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, your Company has carried out an Online Performance Evaluation process for the Board/Committees of the Board/lndividual Directors including the Chairman of the Board of Directors for the financial year ended 31 st March, 2025. During the year under review, the Company has complied with all the criteria of Evaluation as envisaged in the SEBI Circular on ‘Guidance Note on Board Evaluation'.

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

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

This year also, the outcome of such Performance Evaluation exercise was discussed at a separate meeting of the Independent Directors held on 11th February, 2025 and was later tabled at the Compensation and Nomination and Remuneration Committee meeting held on the same day. The Compensation and Nomination and Remuneration Committee forwarded their recommendation based on such Performance Evaluation Process to the Board of Directors and the same was tabled at the Board Meeting held on 11th February, 2025.

After completion of online evaluation process, the Board of Directors at its Meeting held on 11th February, 2025, also discussed the Performance Evaluation of the Board, its Committees and individual Directors. The performance evaluation of Independent Directors of the Company were done by the entire Board of Directors, excluding the Independent Directors being evaluated and after being satisfied with the outcome, it was noted that the Committees were working effectively.

Pursuant to Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Remuneration Committee is entrusted with responsibility of formulating criteria for determining qualifications, positive attributes and independence of an Independent Director. This can be viewed at https://www.bergerpaints.com/ about-us /policies/ criteria-determining-qualification- positive-attributes-and-independence

Pursuant to Section 134(3)(q) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, it is stated that no material order has been passed by any regulator, court or tribunal impacting the Company's operations and its going concern status during the financial year 2024-2025.

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

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

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

During the year under review, a total of five Meetings of the Board of Directors of the Company were held, i.e., on 17th and 18th April, 2024, 15th May, 2024, 09th August, 2024, 05th November, 2024 and 11th February, 2025. Also, the Board of Directors have passed 13 (thirteen) resolutions by circulation. Details of Board composition and Board Meetings held during the financial year 2024-2025 have been provided in the Corporate Governance Report - Annexure VIII which forms part of this Annual Report.

In keeping with our tradition of building long-term relationships with the stakeholders, in 2024, the Company transitioned to integrated reporting by adopting the Integrated Reporting (<IR>) framework of the IFRS Foundation. This year marks the 2nd year of Integrated Reporting. The Integrated Annual Report highlights the measures taken by the Company that contributes to long-term sustainability and value creation, while embracing continuous innovation, sustainable growth and a better quality of life.

Details of Directors' appointment/reappointment and change in board composition during the financial year under review are as follows:

Details of Director seeking appointment/reappointment at the ensuing 101st AGM is as follows:

Mr Abhijit Roy (DIN: 03439064) is the Managing Director & CEO of the Company. Mr Kaushik Ghosh is the Chief Financial Officer of the Company. Messers Abhijit Roy, Kaushik Ghosh and Arunito Ganguly (Vice President & Company Secretary) are the KMPs of the Company.

The following are the Independent Directors of your Company : -

1) Mrs Sonu Halan Bhasin

2) Mr Naresh Gujral*

3) MrAnoopHoon

4) Dr Anoop Kumar Mittal

5) Mr Gopal Krishna Pillai

6) Mr Subir Bose

*Mr Naresh Gujral ceased to be the Non-Executive, Independent Director on the Board of Directors of the Company with effect from 20th August, 2024.

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

The Board of Directors confirm that the Independent Directors have affirmed compliance with the Code for Independent Directors as prescribed in Schedule IV to the Act and also with the Company's Code of Conduct applicable to all the Board Members and Senior Management Personnel of the Company for the financial year ended on 31st March, 2025.

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

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) as was notified and required under Section 150(1) of the Act.

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

The Company has reconstituted the Audit Committee due to the cessation of Mr Naresh Gujral as a member of the Board of Directors with effect from 20th August, 2024. The details of the re-constitution of the Audit Committee is disclosed in the Corporate Governance Report which forms part of the Board's Report (Annexure VIII). The terms of reference of the Audit Committee has been duly approved by the Board of Directors. The Board has accepted and implemented all recommendations of the Audit Committee.

In terms of the provisions of Section 177 of the Act and the Rules framed therein read with Regulation 22 of the Listing Regulations, your Company has a Vigil Mechanism/Whistle Blower Policy in place for directors and employees of the Company. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Company and can be viewed at https://www.bergerpaints.com /about-us/whistleblower-policy.html.

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

The Company has reconstituted the CSR Committee with effect from 17th May, 2024. Mr Subir Bose, Independent Director has been inducted in the CSR Committee with effect from 17th May, 2024. The details of the re-constitution of the CSR Committee is disclosed in the Corporate Governance Report which forms part of the Board's Report (Annexure VIII).

Your Company has spent an amount of Rs.23.97 Crore during the financial year 2024-2025 as against its 2% obligation amounting to Rs.23.29 Crore, thereby exceeding its CSR obligation. The required details as specified in Companies (CSR) Rules, 2014 are given in Annexure III.

The CSR Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Company and can be accessed at https://www.bergerpaints.com/about-us/csr-policy.html.

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

The Company has reconstituted the Compensation and Nomination and Remuneration Committee (CNRC) with effect from 17th May, 2024. Mr Subir Bose, Independent Director has been inducted as a member of the Committee with effect from 17th May, 2024. The details of the re-constitution of the Committee is disclosed in the Corporate Governance Report which forms part of the Board's Report (Annexure VIII).

The Company has reconstituted the Stakeholders' Relationship and Investor Grievance Committee with effect from 17th May, 2024. Mr Subir Bose, Independent Director has been inducted as a member of the Committee with effect from 17th May, 2024. The details of the re-constitution of the Committee is disclosed in the Corporate Governance Report which forms part of the Board's Report (Annexure VIII).

The Company has reconstituted the Business Process and Risk Management Committee with effect from 17th May, 2024. Mr Subir Bose, Independent Director has been inducted as a member of the Committee with effect from 17th May, 2024. The details of the re-constitution of the Committee is disclosed in the Corporate Governance Report which forms part of the Board's Report (Annexure VIII).

The Company has reconstituted the Environment, Social and Governance Committee with effect from 17th May, 2024. Mr Subir Bose, Independent Director has been inducted as a member of the Committee with effect from 17th May, 2024. The details of the re-constitution of the ESG Committee is disclosed in the Corporate Governance Report which forms part of the Board's Report (Annexure VIII).