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

Financial Results

Financial Performance

Highlights of the Standalone Results:

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

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

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

Highlights of the Consolidated Results:

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

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

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

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

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

Management Discussion
and Analysis

Industry Structure and
Development

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

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

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

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

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

The Paint Industry

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

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

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

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

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

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

Company Operations

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

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

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

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

HomeShield Roof Kool & Seal PU

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

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

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

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

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

Bison Plaster Shield is a

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

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

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

as a dependable and growth-ready
service engine.

Highlights 2025-26

•    33,000+ customers served
across India

•    Customer feedback with

4 plus CSAT score out of 5.

Complaint Management:    The

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

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

Key Highlights

•    Centralized Complaint Tracking:

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

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

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

•    Standardized Resolution Protocols:

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

• Integration with XP Ecosystem:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Automotive Coatings

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

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

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

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

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

General Industrial (GI) Coatings

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

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

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

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

Powder Coatings

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

volumes but contributed positively to
overall profitability.

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

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

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

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

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

Research and Development
(R&D):

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

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

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

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

Information Technology:

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

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

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

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

Ready to Grow (Digitization that

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

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

Recognition of Execution Excellence:

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

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

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

Materials, Supply Chain &
Logistics:

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

Digital:

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

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

2.    Driving efficiency,

3.    Driving experience.

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

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

Manufacturing & EHS:

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

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

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

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

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

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

market responsiveness and improved
supply reliability.    Automation and

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

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

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

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

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

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

Focus and Outlook for
2026-2027

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

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

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

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

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

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

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

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

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

Projects

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

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

At the    same    time,    the    Company

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

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

and enhance its ability to serve
diverse    markets    with    greater speed

and efficiency.

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

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

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

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

Opportunities and Threats

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

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

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

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

Risks and Concerns

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

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

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

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

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

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

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

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

Internal Control Systems and
their Adequacy

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

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

Key Financial Ratios

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

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

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

 

 

 

 

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

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

Capability Building and Talent
Development

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

Key initiatives included:

•    Market Acumen Readiness
Certification (MARC):

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

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

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

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

•    AI-led Sales Simulations:

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

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

Talent Acquisition and Campus
Engagement

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

Key initiatives included:

•    Hiring of 172 Sales Executive

Trainees through Tier-3 campuses
post MARC training

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

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

Employee Engagement & Recognition

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

•    MD & CEO townhalls continued to
drive transparency and alignment

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

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

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

Digital HR Transformation

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

All    core HR processes — including

employee lifecycle, performance

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

Diversity, Equity and Inclusion

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

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

Industrial Relations and Workforce
Strength

The industrial relations climate remained
stable and constructive across locations.

A significant milestone during the year
was the successful tripartite settlement

at the Howrah factory, which:

•    Improved operational efficiency and
reduced manufacturing costs

•    Enabled greater workforce flexibility
and productivity

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

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

Way Forward

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

•    Strengthening hiring through campus
engagement and structured programs

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

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

•    Further strengthening succession
pipelines and accelerating
development of key talent

•    Enhancing performance management,
employee engagement, and job
architecture

•    Building a stable and productivity-
driven industrial relations environment

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

Transfer of Shares to the
Investor Education and
Protection Fund

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

Compliance with The
Maternity Benefit Act,1961

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

Prevention of Sexual
Harassment

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

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

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

During the    year    under review,

two complaints relating to Sexual
Harassment    were    received and

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

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

Subsidiaries and Joint
Ventures

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Consolidated Financial
Statements

The duly audited Consolidated Financial
Statements as required under the Indian
Accounting Standard 110, provisions
of Regulation 33 of the Listing
Regulations and Section 136 of the
Companies Act, 2013 have been
prepared after considering the audited
financial statements of your Company’s
subsidiaries and appear in the Annual
Report of the Company for the
year 2025-26.

Corporate Governance

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

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

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

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

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

Compliance with the
Secretarial Standards on
Board and General Meetings

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

Technology Agreements

Your Company has Technical License
Agreement with Nippon Paint Automotive

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

Fixed Deposit

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

Weblink of Annual Return

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

Business Responsibility and
Sustainibility Report

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

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

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

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

Particulars of Employees

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

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

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

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

Directors’ Responsibility
Statement

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

Your Directors further confirm that:

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

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

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

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

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

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

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

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

The revised policy is available at the
weblink given below *

Qualification or Reservations
in the Statutory and
Secretarial Audit Reports

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

Share Capital

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

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

 

 

 

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

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

Policy to Determine Material
Events

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

Policy for Preservation of
Documents

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

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

Significant Changes

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

Dividend

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

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

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

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

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

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

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

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

Conservation of Energy &
Technology Absorption

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

Foreign Exchange Earnings
and Outgo

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

Statement of Evaluation
of Board of Directors and
Committees thereof

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

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

i.    Board of Directors as a whole.

ii.    Committees of the Board of
Directors.

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

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

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

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

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

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

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

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

Significant and Material Order
passed by Regulators or

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

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

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

Board of Directors, Board
Meetings and Key Managerial
Personnel

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

Composition of Board

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

Meetings

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

Integrated Report

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

Key Managerial Personnel
(KMP)

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

 

 

 

Statement of Declaration by
Independent Directors

The following are the Independent
Directors of your Company:

1)    Mrs Sonu Halan Bhasin

2)    Mr Anoop Hoon

3)    Dr Anoop Kumar Mittal

4)    Mr Gopal Krishna Pillai

5)    Mr Subir Bose

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

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

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

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

All the Independent Directors of the
Company have registered themselves

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

Committees of the Board

A.    Audit Committee

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

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

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

Vigil Mechanism/Whistle Blower
Policy

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

B.    Corporate Social Responsibility
Committee (CSR Committee)

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

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

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

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

C. Compensation and Nomination
and Remuneration Committee

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

 

 

 

Information as to Remuneration of Directors and Employees

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

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

^A Remuneration does not include value of ESOPs granted.

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

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

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

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

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

Managerial Remuneration includes only MD's salary.

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

Affirmation

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

Listing with Stock Exchanges

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

Cost Auditors

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

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

Statutory Auditors

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

Cautionary Statement

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

Appreciation

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

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

On behalf of the
Board of Directors

RISHMA KAUR

Place: New Delhi    Chairman

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

Your Board of Directors are pleased to present the
106^th Annual Report on the Performance of Britannia
Industries Limited (‘Britannia’ or the ‘Company’) along with
the Audited Financial Statements for the Financial Year
ended 31 March 2025 (‘FY 2024-25’).

^Recommended by the Board of Directors for FY 2024-25 for approval of the Members
at the ensuing Annual General Meeting of the Company.

b. Consolidated Financial Highlights

The Audited Standalone and Consolidated Financial
Statements prepared in accordance with the applicable
provisions of the Companies Act, 2013 (the ‘Act’), the Indian
Accounting Standards (‘Ind AS’) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations, 2015’) along with the
Auditor’s Reports, form part of the Annual Report.

An Ordinary Resolution for Adoption of the Audited Financial
Statements for FY 2024-25 along with the Reports of the
Board and Auditors thereon, forms part of the Notice of the
106^th Annual General Meeting (‘AGM’) of the Company.

Further, pursuant to Section 136 of the Act, the
Audited Standalone and Consolidated Financial
Statements and all the other documents required to
be attached thereto are available for inspection at the
Registered Office of the Company on all the business
days (between 10:00 A.M. IST to 5:30 PM. IST)
and can also be accessed on the website of the Company
at https://www.britannia.co.in/investors/annual report.
Any Member desirous of inspecting the same may
write to the Company Secretary at investorrelations@
britindia.com.

:.    Overview of the Company’s Performance

FY 2024-25 presented a complex macroeconomic
environment marked by significant commodity
inflation, fluctuating consumer demand and global
economic uncertainties. Amidst these challenges,
Britannia demonstrated resilience which was
driven by various strategic initiatives, operational
enhancements, technological advancements, cost
efficiency programs and a relentless focus on product
excellence and innovation. Britannia’s strong brand
portfolio and extensive distribution network further
strengthened its ability to deliver high quality,
differentiated offerings and sustain momentum across
diverse market conditions.

Key Performance Highlights:

•    Revenue: Britannia continued    its growth

trajectory with Revenue from Operations
increasing to '    17,295.92 Crores in

FY 2024-25 as compared to ' 16,186.08 Crores
in the previous financial year.

•    Profit: While navigating the    inflationary

pressures, Britannia focused on maintaining
profits through strategic pricing actions,
cost optimisation measures and enhanced
operational efficiencies, thereby achieving a
Net Profit of ' 2,130.72 Crores for FY 2024-25
as compared to ' 2,082.05 Crores in the previous
financial year.

•    Consumer Engagement and Innovation: Britannia
deepened consumer engagement in FY 2024-25
through bold & culturally inspired campaigns,
creative use of Artificial Intelligence (‘AI’) and iconic
partnerships. The Company launched disruptive
innovations across Biscuit, Wafer, Croissant and
Dairy categories, catering to indulgence, health
and regional taste & preferences.

•    Rural Market Penetration: The Company
made significant strides in the rural markets by
expanding its distribution network and tailoring
its product offerings as per regional preferences.

•    Distribution: In FY 2024-25, the Company
undertook a strategic review of its distribution
model to strengthen its market reach and
improve outlet servicing. This initiative marked
a significant step towards enhancing Company’s
distribution network.

•    Global Total Foods Company: The Company
made progress towards its goal of becoming
a ‘Global Total Foods Company’ with its
adjacent categories such as Croissant, Wafer
and Dairy Drinks showing double digit growth.
The International Business also continued to
grow at a healthy pace particularly in key regions.

•    ESG Initiatives: During FY 2024-25,
the Company continued to integrate
sustainability across its operations by advancing
renewable energy adoption, achieving plastic
neutrality, enhancing sustainable sourcing
and water stewardship while implementing
inclusive workplace and impactful community
development programs.

•    Cost Efficiency Programs: During FY 2024-25,
the Company implemented comprehensive
cost efficiency measures across the value chain,
aimed at driving productivity and mitigating
inflationary pressures. Key initiatives included
optimising manufacturing and distribution
networks, reducing process and packaging waste,
enhancing renewable energy procurement and
improving line efficiency. Together, these efforts
played a significant role in protecting margins in
a volatile cost environment.

d. Subsidiary, Associate and Joint Venture Companies

During the year under review, there has been no
change in the Subsidiary, Associate and Joint Venture
Companies. Highlights of their performance and
contribution to the overall performance of the
Company can be referred in Form AOC-1 which has
been prepared in accordance with Section 129(3) of
the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014 and forms part of the Annual Report.

Further, pursuant to Section 136 of the Act, the
Financial Statements of Subsidiaries are available for
inspection at the Registered Office of the Company
on all the business days (between 10:00 A.M. IST
to 5:30 P.M. IST) and can also be accessed on the
website of the Company at https://www.britannia.co.in/
investors/subsidiaries accounts. Any Member desirous
of inspecting or obtaining a copy of the same may
write to the Company Secretary at investorrelations@
britindia.com.

e.    Dividend

The Board of Directors of your Company at their
Meeting held on 8 May 2025, recommended a Final
Dividend of ' 75/- per Equity Share of face value of
' 1/- each for FY 2024-25, subject to approval of the
Members of the Company. An Ordinary Resolution
seeking approval of the Members for Declaration
of the Final Dividend for the Financial Year ended
31 March 2025 forms part of the Notice of the
106^th AGM of the Company.

The Dividend, if declared, will be paid to the Members
holding equity shares as on record date i.e., Monday,
4 August 2025, within the statutory timelines after
deduction of applicable taxes.

The recommendation of Dividend is in accordance
with the Dividend Distribution Policy of the
Company adopted as per Regulation 43A of the SEBI
Listing Regulations, 2015 and is available on the
Company’s website at https://www.britannia.co.in/
investors/dividend distribution policy

f.    Reserves

Your Company does not propose to transfer any
amount to its reserves for FY 2024-25.

g.    Share Capital

During the year under review, there has been no change
in the Paid-Up Equity Share Capital of the Company

h.    Unsecured, Non-Convertible, Redeemable, Fully
Paid-Up Debentures

During the year under review, the Company redeemed
24,08,68,296 3 Year Unsecured, Non-Convertible,
Redeemable, Fully Paid-Up Debentures of Face Value
of ' 29/- each, bearing interest at 5.5% p.a. (‘Bonus
Debentures’) on 3 June 2024.

i.    Management Discussion and Analysis Report

Pursuant to Regulation 34(2) (e) of the SEBI Listing
Regulations, 2015, the Management Discussion and
Analysis Report for FY 2024-25, forms part of the
Annual Report.

j.    Material Changes and Commitments Affecting the
Company

There were no material changes and commitments
affecting the financial position of the Company
between the end of the financial year and the date
of this Report. Further, there has been no change in
the nature of the Company’s business during the year
under review.

II. OPERATIONAL PERFORMANCE

a.    The Britannia Promise

At Britannia, we believe that resilience is not merely
about enduring challenges but transforming them
into pathways for progress. Building on a century of
trust, we pledge to craft products that blend taste,
quality & nutrition, create brands that resonate,
drive innovation that excites and uphold sustainable
practices that protect our planet and empower the
communities we share.

Our commitment to quality, innovation and
sustainability remains at the heart of all we do.
As we look ahead, we are determined to build a Britannia
that is stronger, more resilient and future-ready.

b.    Supply Chain Operations

At Britannia, Supply Chain is a critical enabler
of business continuity and sustainable growth.
We have developed a robust, technology-driven Supply
Chain network that ensures seamless movement from
sourcing to production to distribution, enabling us to
deliver fresh and high-quality products consistently
across diverse markets.

In FY 2024-25, Britannia continued to leverage
its Industry 4.0 capabilities by deploying robotics
for process automation, thereby enhancing
operational efficiency and precision. Further, flexible
manufacturing lines have strengthened the Company’s
ability to respond swiftly to changing consumer
demands while predictive maintenance systems
helped maximise productivity. These technological
advancements along with real-time data analytics are
enabling more agile decision-making and ensuring that
Britannia’s Supply Chain remains resilient, efficient
and well-equipped to support future growth.

As part of its journey towards building technologically
superior and future-ready manufacturing capabilities,
the Company scaled up its biscuit manufacturing
capacity through commissioning of 4 new
state-of-the-art production lines at its Ranjangaon factory.

c. Environment, Health and Safety

At Britannia, we are deeply committed to
provide a Safe, Healthy and Sustainable work
environment and we continue to review and
integrate industry leading Environment, Health and
Safety (‘EHS’) practices across all our operations.
Our EHS Policy is built on the foundation of
“Zero EHS Incidents”, ensuring that safety is not just a
compliance requirement but a core value embedded in
our Organisational Culture.

Safety is the top priority for your Company and
it proactively identifies and mitigates workplace
hazards through structured governance mechanisms,
continuous trainings and technology-driven solutions.
During the year, a total of 5,68,741 man-hours of
training was imparted on various aspects of EHS,
reinforcing safety as a core Organisational Value.
Further, your Company has also embedded AI in
its operations to minimize human intervention,
thereby reducing workplace hazards while enhancing
operational efficiency. Our investments in automation
and technology upgradation have not only facilitated
the launch of new products in existing and adjacent
categories but have also reduced the need for manual
intervention, creating a safer working environment.
You will be happy to note that our Ranjangaon factory
achieved 10 Million Safe Working Hours without
any recordable injury which is a testament to our
unwavering commitment to safety.

By continuously strengthening our safety culture,
optimising resource efficiency and leveraging
technology, we remain focused on our mission to
build a safer, more sustainable and a future-ready
organisation, where safety, health and environmental
responsibility are at the core of everything we do.

For details of our Environment related initiatives,
please refer to the Environment, Social and Governance
section of this Report and the Business Responsibility
and Sustainability Report (‘BRSR’).

d. Quality Programs

Britannia has been delivering best-in-class products
and ensuring food safety for over 100 years. Its well
defined Food Safety and Quality Management systems
ensure compliance with regulatory requirements and
provide for regular assessments of quality and safety at
every stage of the product life cycle from raw material
sourcing to production and distribution, ensuring that
products reach consumers with the highest quality.

Driven by its quality first philosophy, your Company
fosters a culture of continuous improvement
through various capability-building initiatives.
It also participates in several industry-led thought
leadership programs and represents itself in various
regulatory forums, advocating consumer health and
safety.

These efforts reflect Britannia’s commitment to quality
and its responsibility towards consumers and the
industry.

Value Chain Partners:

To maintain highest standards of quality across the
Value Chain, your Company actively collaborates with
all the stakeholders from suppliers to consumers and
mandates its Value Chain Partners to adhere to stringent
food safety and product quality standards along with
compliance with the regulatory requirements.

Your Company ensures procurement of ingredients
and packaging materials from the approved partners
who have successfully completed the Company’s
rigorous qualification process. This is supported by a
robust quality inspection system across all its factories
to ensure that all the raw and packaging materials
procured, meets the highest quality standards and
acceptance criteria. To further strengthen this process,
a Vendor Quality Assurance Program (VQAP) has
been implemented across the supply chain to assure
food safety and quality at every stage.

Manufacturing:

At Britannia, we follow a proactive on-site risk
assessment and problem-solving approach
across all our manufacturing facilities including
contract manufacturing facilities to ensure quality
control. A structured work program is in place
to drive continuous improvement and foster a
quality-driven culture within the organization.
The Company also harnesses automation, digitalisation
and data-driven insights including Machine Learning to
enhance precision and drive operational efficiency.

Your Company adheres to both National and
International Standards ensuring compliance with
globally recognized food safety and quality protocols.
All your Company’s existing manufacturing units
are FSSC/ISO-22000 and Hazard Analysis Critical
Control Point (HACCP) certified and strictly adhere
to Food Safety and Standards Authority of India
(‘FSSAI’) Regulations, which inter alia provides
stringent hygienic and sanitary requirements for the
food businesses. Furthermore, manufacturing units
engaged in exports are in compliance with the applicable
International Regulations including those prescribed by
United States Food and Drug Administration (USFDA).

This commitment to food safety and quality is further
reflected in the recognition of 42 of our Manufacturing
Units by the American Institute of Baking (AIB) for
their consistent compliance with Global Food Safety
Standards.

Consumer Engagement:

Britannia values the voice of consumers and actively
seeks their feedback to continuously improve its
products and processes. We maintain a robust system
for collecting and analyzing consumer feedback
through various channels such as Consumer Care
Cell, Social Media and Market Research. This is further
strengthened by a structured program known as the
Consumer Quality Index which periodically monitors
the product quality and sensory performance, ensuring
our offerings consistently meet the changing needs
and preferences of the Consumers.

You will be pleased to note that your Company’s
dedicated Consumer Care Cell has once again been
certified with ISO 10002:2018, reflecting its adherence
to the ‘Global Standards on Quality Management
for Complaints Handling in Organisations’.
This certification underscores our ongoing efforts for
ensuring a responsive and efficient mechanism for
addressing consumer concerns.

e. Research and Development

Your    Company’s state-of-the-art Research and

Development (‘R&D’) capabilities have been
instrumental in driving product innovation and
developing a diverse portfolio towards its goal of
becoming a ‘Global Total Foods Company’.

During FY 2024-25, the R&D team successfully
launched various new products in the Indian market,
focusing on indulgence and wellness. These launches
showcase our ability to create entirely new categories
and to redefine the existing ones. Among these,
the ‘Jim Jam Pops - Go India’, limited edition pack,
reflecting the colors of our Indian flag was launched to
celebrate India’s historic T20 World Cup achievement.
Premium Crunchy ‘Tropical Coconut Cookies’ was
launched under the Good Day Chunkies range
to cater to the growing consumer preferences for
coconut-flavored snacks. ‘50    50 Golmaal’ was

also expanded with ‘Top Buttery Bites’ and
‘Butter Garlic’ variants, each crafted to suit the
regional taste & preferences.

Expanding our indulgent product portfolio,
we introduced ‘Pure Magic Choco Stars’, a premium
open sandwich biscuit layered with a rich chocolate
topping along with two novel Croissant offerings
i.e., the ‘Triple Choco’ Croissant for chocolate lovers
and the ‘Schezwan’ flavored Croissant, a bold and
spicy limited edition variant under the Treat brand.
Strengthening the Layerz cake range, we introduced
‘Choco Vanilla’ and ‘Strawberry Cheese’ flavoured
Layer Cake variants and ‘Jammy & Creme Layer Cake’
to further enhance the consumer choices.

Extending the reach of the ‘Milk Bikis’ brand
beyond biscuits, your Company launched an
innovative format ‘Milk Bikis Wafer Roll’, bringing
together the familiar nourishment of Milk Bikis
with a new, indulgent snacking experience.
As part of its efforts to expand the dairy portfolio with
health based offerings, your Company introduced
Winkin’ Cow ‘Grow’, a flavoured milk fortified with
16 essential Vitamins and Minerals to support
Children’s health.

Further, your Company continues to leverage its R&D
capabilities to enhance the nutritional profile of its
products, especially within the wellness portfolio.
As compared to FY 2018-19, Wholegrain content has
increased by ~254.16% per serving while Sugar and
Sodium levels have reduced by ~3.44% and 11.95%
per serving, respectively, marking significant progress
in offering healthier product choices.

Pioneering Sustainability through Packaging
Innovations:

Your Company has been continuously working
on innovative packaging solutions with a focus
on reducing environmental impact and promoting
responsible goodness across its operations.
During FY 2024-25, your Company used ~79% of
recyclable plastic packaging and ~71% of recyclable
laminates. Further, a Pilot Project on Paper based
packaging has been successfully commenced,
strengthening the Company’s progress towards
sustainability. In addition, aesthetic enhancements
were introduced across select product lines, aligning
design innovation with the consumer appeal and
brand differentiation.

You will be happy to note that your Company continued
to be “Plastic Neutral” for the 4^th consecutive year
and has collected and responsibly disposed off
~47,000 metric tonnes of Plastic during the year.

Strengthening R&D through Strategic Collaborations:

At Britannia, we recognize that collaboration is essential
to drive innovation and maintain a competitive
edge and towards this, we have strengthened our
strategic partnerships with pioneering food research
institutes in India such as the CFTRI (Central Food
Technological Research Institute) and the RARI
(Rajasthan Agricultural Research Institute). We have
also collaborated with the Institutes for research on
fat/oil technology and herbal biomarker testing to
explore the potential of using traditional Ayurvedic
knowledge in developing healthier food products.

Furthermore, we actively engage with academia and
research institutions through our “Ingenious Program”,
where selected students from the institutions like IIT
(Indian Institute of Technology), IIP (Indian Institute
of Packaging), CFTRI (Central Food Technological
Research Institute), NIFTEM (National Institute of
Food Technology Entrepreneurship and Management)
work alongside our R&D team to transform innovative
ideas into tangible prototypes.

In addition to these research-focused collaborations,
our Scientific and Regulatory team works closely
with the FSSAI towards strengthening the food
safety framework in India. Our team also submit
representations to FSSAI regularly and provides
comments on draft regulations, leveraging our
scientific expertise for informed policy decisions and
promote best practices in food safety.

Leveraging Technology for Innovation and Quality:

Britannia is embracing digital transformation and
is actively integrating AI-powered tools into its
R&D framework to enhance product innovation,
optimise processes and improve consumer experience.
These include:

•    Consumer Liking Prediction: Our R&D

team is pioneering the development of a
cutting-edge in-house tool to capture, store and
analyse sensory & analytical data. This system will
enable advanced predictive modeling, offering deep
insights into consumer preferences and likeability,
shaping the future of product innovation with
data-driven precision.

•    AI-powered Image Recognition: We are leveraging
AI-powered image recognition for analysing
product images to detect defects, maintain quality
standards, reduce waste and improve overall
product quality.

•    Product Lifecycle Management: AI is also being used
to streamline processes and reduce repeatability by
integrating it with Product Lifecycle Management
(PLM) system, which utilises extensive historical
data and provides insights on shelf-life estimation,
recipe optimisation and other key aspects.

f. Environment, Social and Governance

Guided by its vision of becoming a ‘Responsible Global
Total Foods Company’, Britannia is firmly committed
to creating long-term, inclusive value for all the
stakeholders, environment and the communities
it serves. Its Environment, Social and Governance
(‘ESG’) framework is built on 4 strategic pillars
viz., Resources, People, Growth and Governance.
Through this integrated approach, Britannia aims to
drive sustainable and profitable business growth while
giving back meaningfully to the Society and the Planet.

Your Company also conducts a materiality assessment
of ESG focus areas periodically to align with the evolving
stakeholders’ expectations and best industry practices.
The latest assessment identified 23 ESG focus areas,
with 8 high-priority areas serving as cornerstones for
our sustainability initiatives and long-term objectives.
The Executive Committee oversees each ESG focus
area with regular updates shared at quarterly Board
Meetings, driving ownership and accountability

RESOURCES

Recognising the critical importance of natural
resources and the impact of industrial operations on
the environment, the Company focuses on reducing
its ecological footprint through targeted initiatives
that enhance efficiency, optimise processes and
engage employees in driving resource conservation.
By embedding resource efficiency across its value
chain, Britannia aims to contribute meaningfully to
both National and Global Environmental Goals.

Renewable Energy:

At Britannia, sustainability is not just a strategic
initiative, it is embedded in our way of doing business.
As the world accelerates its shift towards a low-carbon
future, your Company continues to make significant
strides in its journey towards adoption of renewable
energy and reduction of greenhouse gas emissions,
aligning with India’s National Vision of achieving
Net Zero Emissions by 2070 and 500 GW (Gigawatt)
of installed Renewable Energy Capacity by 2030.

In FY 2024-25, renewable energy contributed to ~20%
of Britannia’s total energy consumption across the
Company’s operations in India. To further advance
its transition towards adoption of renewable energy,
Britannia aims to increase the share of renewable
electricity to 56% of total electricity consumption
by FY 2025-26 through various initiatives
like captive generation and sourcing through
open-access and Power Purchase Agreements (PPAs).

Further, long-term PPAs have already been signed for
procurement of solar and wind energy across multiple
manufacturing units while biomass is utilised as an
alternative fuel at some of our factories, reflecting our
continued efforts to scale up green energy adoption.

Fuel and Energy Efficiency:

Achieving energy efficiency is central to Britannia’s
Sustainability Strategy supporting both environmental
responsibility and operational excellence. In addition to

expanding the share of renewable energy, your Company
continues to reduce its dependence on fossil fuels
through targeted interventions across processes, utilities
and transportation. From adopting specially designed
ovens that consume less fuel and operate on biomass
to retrofitting conventional equipment with advanced
fuel-efficient technologies, your Company is focused on
embedding efficiency at every level of operation.

In FY 2024-25, our focused efforts led to the
conservation of ~18,497 GJ (Gigajoule) of energy,
avoiding ~2,253 tCO2e emissions across our Indian
operations. These results were driven by continuous
process optimisation, adoption of advanced technologies
and installation of energy-efficient equipments.
By actively managing its energy use, Britannia is not only
reducing its environmental impact but also building a
more resilient and sustainable business.

Greenhouse Gas Emissions:

Britannia is committed to reducing its Greenhouse Gas
(‘GHG’) emissions and supporting India’s transition to
a low-carbon economy. Our decarbonisation strategy
follows a two pronged approach - increasing the share
of renewable energy and enhancing energy efficiency
across all our operations.

At Britannia, we have adopted cleaner fuels such as
biomass and natural gas while gradually reducing our
reliance on conventional fuels like furnace and light
diesel oil. We continuously monitor and manage our
Scope 1 & Scope 2 GHG emissions while mapping
and engaging our Value Chain Partners to account for
Scope 3 emissions.

Scope 1 & Scope 2 Emissions:

Scope 1 emissions are the direct GHG emissions
from sources owned or controlled by the Company
These emissions primarily arise from stationary
combustion in baking ovens and diesel generators,
as well as fugitive emissions from CO₂ based fire
extinguishers and refrigerants. To minimise these
emissions, we continue to invest in cleaner fuel
options, process improvements and maintenance
practices that enhance combustion efficiency.

Scope 2 emissions are indirect emissions resulting
from the consumption of purchased electricity
As Britannia continues to expand its operations,
it is also actively working on reduction of its Scope
2 emissions by increasingly sourcing electricity from
renewable sources such as wind and solar, reinforcing
its commitment to responsible and sustainable growth.

Scope 3 Emissions:

Scope 3 emissions arise from indirect activities across
the value chain i.e., beyond the Company’s direct
operations. Britannia has taken early steps and has
initiated the measurement of Scope 3 emissions from
FY 2021-22 to understand its broader environmental
footprint. As part of its evolving sustainability journey,
the Company conducted ESG assessments covering
479 suppliers, representing 78% of total procurement
spend, to build visibility into environmental and
social performance across the supply base. Britannia
continues to explore opportunities to collaborate with
suppliers for implementation of ESG practices across
the value chain.

Water Stewardship:

At Britannia, we recognise water as a critical natural
resource essential to our manufacturing processes and
to the well-being of the communities we operate in.
As the water stress continues to rise across many
parts of India due to climate change and over
extraction, Responsible Water Management has
become a strategic priority under our ESG program.
Our comprehensive approach centres around 3 pillars:
Water Conservation, Water Reuse and Rainwater
Harvesting, each designed to reduce dependency,
enhance efficiency and promote replenishment of local
water resources.

Water Conservation:

Britannia continues to make significant progress
in optimising water use across its manufacturing
operations through targeted conservation measures and
smart engineering solutions. These include reducing
water line header pressure, deploying jet cleaners in
tray washing areas, using low-diameter and mist-based
taps, converting traditional taps to push-type designs
and installing float valves for water level control.

Each of our sites actively monitors water use with
the support of dedicated maintenance teams
and daily flow meter readings. In FY 2024-25,
Britannia achieved a freshwater consumption intensity
of 0.87 kL (kilolitres) / Ton of production. Despite the
inclusion of 3 new factories at Tirunelveli, Barabanki and
Bihta into the scope of our specific water consumption
targets, our overall performance has remained within
the expected range. This demonstrates the effectiveness
of our water management strategy, which focuses on
continuous monitoring, measurement and sustained
efforts to optimise specific water consumption.

Water Reuse:

Britannia places strong emphasis on maximising
water circularity across its operations by recycling
and reusing treated waste water within the factory
premises for gardening and other suitable purposes,
significantly reducing the demand for freshwater.
Further, rejected water from Reverse Osmosis (RO)
systems is repurposed primarily for floor and utility
area cleaning, ensuring minimal wastage at source.

As a result, ~57.4% of the total water withdrawn was
reused in FY 2024-25, which is a ~5.6% year-on-year
increase in the reuse rate. These efforts not only help
Britannia to reduce its water usage but also contribute
towards long-term water security in the regions where
we operate.

Rainwater Harvesting:

As part of its Water Stewardship Program, Britannia
has implemented Rainwater Harvesting Systems
at its 17 manufacturing units, enabling collection
and reuse of rainwater during the monsoon season.
These systems include rooftop collection, ground
water recharge pits and dedicated harvesting tanks
to store rainwater for gardening, cleaning etc.
Through these efforts, we not only reduce our
dependence on freshwater sources but also improve
groundwater levels, mitigate water scarcity and support
the long-term sustainability of local water ecosystems.

Sustainable Packaging:

Sustainable packaging continues to be a key pillar
of Britannia’s ESG strategy and we are committed
to reduce ecological impact of packaging across the
entire lifecycle of our products from design to disposal.
Our initiatives include design optimisation, greater
use of recyclable materials and elimination of plastic
without compromising product quality or safety
As a result of these initiatives, the Company used ~79%
of recyclable plastic packaging and ~71% of recyclable
laminates in FY 2024-25.

We also sustained our Plastic Neutrality status for
the 4^th consecutive year by collecting and responsibly
disposing off ~47,000 metric tonnes of Plastic (through
our Extended Responsibility Programs), representing
more than 100% of the Plastic consumed across all our
India operations in FY 2024-25.

Sustainable Sourcing:

At Britannia, sustainable sourcing is central to our
commitment to build a responsible and future-ready
supply chain. In FY 2024-25, we conducted a Supplier
ESG Assessment covering 479 suppliers, accounting
for 78% of our total procurement spend. Key focus
areas of the Supplier ESG assessment include:

•    Energy Management;

•    Water Management;

•    Waste Management;

•    Sustainable Packaging;

•    Greenhouse Gas Emissions and No Deforestation;

•    Business Ethics, Governance, Diversity and
Inclusion.

Guided by our Supplier Code of Conduct and
Sustainable Sourcing Policy, ~97.7% of our procurement
was sourced locally, reducing transport emissions and
supporting regional economies.

PEOPLE

At Britannia, we firmly believe that inclusive growth
begins with those who work with us and those around
us. We aim to foster an environment that is inclusive,
safe and empowering, helping every Britannian to
grow, while also uplifting the communities that are
part of our extended family

Our People - Enabling Growth through Inclusion and
Engagement:

At Britannia, we view diversity as an important lever
to build an inclusive workplace where individuals
are respected, heard, valued and are provided
equal employment opportunities regardless of age,
gender, religion or background. In FY 2024-25,
Women comprised ~44.11% of the factory workforce,
contributing towards our target of 50% by FY 2026-27.
In Managerial Roles, female representation stood
at ~15.10%, with an ambition to reach 20% by
FY 2026-27. While we continue to work towards
improving gender representation across levels, we also
monitor workforce metrics such as voluntary attrition
and overall turnover rates to strengthen our workforce
strategies.

The Health, Safety and Well-being of every Britannian
is of the highest importance to the Company.
To uphold this commitment, the Company has
implemented a comprehensive risk control framework,
continuous trainings and technology-driven solutions.
In FY 2024-25, your Company reported Zero
workplace fatalities, with a Lost Time Injury
Frequency Rate (LTIFR) of 0.14 and Medical
Treatment Case Frequency Rate (MTCFR) of
0.19 (calculated per 2,00,000 man-hours).
Through continuous monitoring and awareness
sessions, we ensure that every Britannian works in a
safe, secure and supportive environment.

At Britannia, we are committed to enable holistic
employee growth as part of our Employees Value
Proposition (EVP) -    “Make Ti)ngs Happen”.

During FY 2024-25, the Company focused on
strengthening employee capabilities through structured
capability-building, leadership development and skill
enhancement programs. Further, various holistic
wellness initiatives were also undertaken to support
the Physical, Emotional, Financial and Mental
Well-being, ensuring that Britannians grow at every
stage of their professional journey. For a detailed
overview of these initiatives, please refer to the
‘Human Resources and Industrial Relations’ section
of the Management Discussion and Analysis Report,
which forms part of the Annual Report.

Empowering Communities - Driving Positive Social
Impact:

As we drive growth within Britannia, we remain
equally committed to uplift and create a positive
impact on the communities around us. Our community
development efforts are aimed at creating lasting
social impact through programs that address essential
needs such as nutrition, health and well-being. In
FY 2024-25, ~6.4 lakh individuals benefitted from
our outreach efforts, led through the Sir Ness Wadia
Foundation (SNWF) and the Britannia Nutrition
Foundation (BNF). Additionally, the Nowrosjee
Wadia Maternity Hospital (NWMH) continued to
provide health care services to ~2.5 lakh women and
children, reinforcing our long-standing commitment
to community well-being. For detailed information on
our social responsibility initiatives, please refer to the
Corporate Social Responsibility (‘CSR’) Report, which
forms part of the Annual Report.

GROWTH

At Britannia, we focus on driving sustainable progress
through strategic innovation, technology integration
and portfolio expansion. As a consumer-centric brand,
we continue to deliver high quality products, expand
our wellness portfolio and ensure consistent financial
performance, creating long term value for all our
stakeholders.

With over a century of commitment to product quality
and food safety, Britannia continues to be a household
name symbolising trust. Further, our ISO 10002:2018
certified Consumer Care Cell ensures timely redressal
of consumer grievances, reflecting our dedication to
serving consumers.

In line with its commitment to health and wellness,
your Company continued to enhance the nutritional
profile of its products, especially within the wellness
portfolio. In FY 2024-25, Wholegrain content has
increased by ~254.16% per serving while Sugar and
Sodium levels have reduced by ~3.44% and ~ 11.95%
per serving, respectively, as compared to the base line
of FY 2018-19, reinforcing its adherence to FSSAI’s
‘Eat Right’ initiatives. Further, as we propel towards
a future-ready trajectory, we are making strategic
investments in category expansion, wholesome
product innovation and technology-led efficiencies to
build a more sustainable and responsible business.

GOVERNANCE

At Britannia, our value led culture is built on a robust
corporate governance framework, comprehensive
policies and well defined processes that guides every
aspect of our business. With Governance integrated
in every business function, we uphold highest
standards of ethics, transparency and accountability.
This strong foundation enables us to manage risks, ensure
compliance and drive responsible growth, reinforcing
stakeholders’ trust and long-term value creation.
Key aspects of our governance approach includes:

•    Product Safety and Quality: We uphold the highest
standards of product safety and quality through
an effective Food Safety and Quality Management
System. For further details on product safety and
quality, please refer to the ‘Quality Programs’
section of this Report.

•    Business Ethics and Culture: Ethics and Social
Responsibility are deeply embedded in our
culture, supported by the Code of Business

Conduct, vigilant Whistle Blower Policy and our
Employee Value Proposition, RespecTi)NG: Do the
Right Ti)NG.

•    Leadership Development: At Britannia, we
prioritise leadership development by nurturing
internal talent from the early stages of their
careers. Our approach focuses on building future-
oriented skills and fostering leadership capabilities,
equipping employees to take on roles with greater
responsibility and impact.

•    Ethical Labelling, Marketing & Influence:

Responsible Marketing is at the core of our
brand ethos. All our marketing and product
communications are in line with the regulatory
requirements and our commitment to ensure
consumer transparency.

•    Transparency and Disclosures: We disclose
our financial and non-financial performance
through statutory and voluntary reports to
provide stakeholders with consistent, credible and
comparable information.

•    Data Security and Privacy: With Zero data breaches
reported in FY 2024-25, we continue to strengthen
our systems to ensure data privacy and safeguard
stakeholders’ information across all platforms.

g. Brands

FY 2024-25 was a landmark year in Britannia’s brand
journey. While the external environment remained
dynamic, we focused our efforts on building consumer
connection with a portfolio of bold, creative and
culturally resonant campaigns. Britannia continued
to build on its legacy of trust, delivering memorable
experiences across India’s diverse landscape, whether
through pioneering use of generative AI, tributes to
sporting excellence or iconic partnerships.

With storytelling at the core, your Company’s brands
not only led conversations but also created moments
that stays ever relevant in the lives of millions.

Milk Bikis - Reimagining Parenthood and Celebration:

As part of its commitment to promoting equal
parenting, Britannia Milk Bikis reinforced its position
as a progressive brand with the launch of the
“Adengappa Kadhaigal” campaign in Tamil Nadu.
This unique storytelling platform empowered fathers
to connect more meaningfully with their children
through the art of storytelling. Powered by generative
AI, the platform transformed everyday household
objects into tools for imaginative storytelling. Parents
could scan the Britannia Milk Bikis packs to generate
narratives in both English and Tamil languages, guided
by the prompts to creatively incorporate household
items as props, making storytelling sessions both
interactive and imaginative.

Building on its vision of shared parenting, Britannia
Milk Bikis unveiled “Parvarish Ki Baat Papa Tripathi
Ke Saath”, a pioneering campaign that blended
cultural relevance with technological innovation.
This initiative featured actor Pankaj Tripathi’s voice
in an Interactive Voice Response System (IVRS),
delivering relatable parenting insights in local dialects

to engage with diverse audiences. By using adaptive,
data-light technology, the campaign ensured
accessibility for parents across varied technological
landscapes, including those in regions where
smartphones and 4G connectivity were limited.
The campaign culminated in an interactive conference
on ‘mSamwaad’, India’s largest audio conferencing
platform, where parents engaged directly with an
AI model of Mr. Tripathi, fostering a sense of inclusivity

Further reinforcing its cultural resonance,
Britannia Milk Bikis became part of a historic
celebration in Tamil Nadu during the release
of ‘Good Bad Ugly’, a major film starring actor
Ajith Kumar. In an unprecedented tribute
to Mr. Ajith Kumar, his fan club crafted a
15-foot garland composed entirely of Britannia Milk
Bikis biscuits, which was draped around a towering
cutout of the actor at the iconic Kasi Theatre in
Chennai, Tamil Nadu. The garland was later donated
for a good cause. This creative reimagining of the
traditional Paal Abhishekam ritual highlighted the
brand’s enduring connection with the people of
Tamil Nadu, reflecting decades of trust and shared
traditions.

Jim Jam Pops - A Tri-Colour Tribute to the Nation:

Jim Jam Pops celebrated India’s historic T20 World
Cup achievement with the launch of a special
‘Go India’ limited edition pack. This innovative
product featured green apple jelly paired with
tri-colour elements, white creme and a saffron biscuit
base, symbolising National Pride and Unity Known for
its groundbreaking open-biscuit format, Jim Jam Pops
has disrupted the market, achieving ~ ' 64 Crores of
revenue within just two years of its launch, reflecting
the brand’s ability to capture consumer imagination
and loyalty.

Bourbon - From AI Recipes to Ice Cream Delights:

Britannia Bourbon elevated its iconic status through
the launch of “BourbonIT”, a generative AI-powered
recipe platform developed in partnership with Google
Gemini. BourbonIT redefined the user experience by
adding a Bourbon twist to traditional recipes, resulting
in over 28,000 unique formats created by users.
This initiative showcased a powerful fusion of
technology and creativity, driving deeper consumer
engagement and redefining culinary experiences.
Building on this innovation, the brand introduced NIC
Bourbon Ice Cream, a distinctive treat that blended

the beloved chocolatey crunch of Britannia Bourbon
biscuits with NIC’s premium chocolate ice cream,
creating an indulgent and unforgettable experience.

Britannia Pure Magic - A Touch of Magic, A Glimpse
of the Stars:

In a unique collaboration with Warner Bros., Britannia
launched ‘Pure Magic Choco Frames - Harry Potter
Special Edition’, a sensory delight for fans of the
wizarding world. Each biscuit in this collection
featured intricate designs inspired by the four
Hogwarts houses and the Iconic Platform 9%, evoking
both nostalgia and excitement among consumers.
By tapping into the enduring global appeal of the Harry
Potter franchise, the product effectively deepen emotional
connections with a diverse and enthusiastic audience.

Complementing this magical launch was the
introduction of ‘Pure Magic Choco Stars’,
a revolutionary open chocolate cream cookie
that aligned with zodiac-themed campaigns.
With marketing tailored to individual star signs,
the brand captured widespread consumer attention
and elevated the snacking experience by merging
indulgence with personalization.

50 50 - Chief Selector Campaign - Let the Consumers
decide:

Britannia 50 50 continued its tradition of consumer
driven innovation with the “Chief Selector” campaign,
inviting participants to design their own biscuit
shapes. This interactive initiative featured Cricketer
Ravi Shastri in a digital avatar, blending cutting-edge
generative AI with engaging storytelling to deepen
consumer intraction. This campaign showcased the
brand’s creative agility and reinforced its commitment
to putting consumers at the heart of its product
development process.

Treat - When Festive Innovation meets Calculation:

Britannia Treat embarked on a culturally resonant
journey by embracing the festive spirit through
innovative Christmas and New Year themed biscuit
designs. Taking consumer engagement a step
further, the brand launched the “Britannia Treat
Circle Challenge”, a unique initiative that combined
entertainment with education. In collaboration
with educator Mr. Nitin Vijay, the challenge invited
participants to don their mathematician caps and
tackle a fun yet brain-teasing task, measuring the
circumference of the inner circle of a Britannia Treat
biscuit with precision for a reward. This interactive

contest blended the joy of discovery with the thrill
of competition, underscoring Britannia’s ability to
stay relevant and engaging across diverse consumer
demographics.

Good Day - From MahaKumbh Moments to Chai
Conversations:

Britannia Good Day showcased its storytelling prowess
through the “AGoodDayAtMahaKumbh” campaign,
capturing 144 real-life stories from Mahakumbh
2025. This initiative highlighted moments of joy,
perseverance and human connection, reflecting Good
Day’s ethos of celebrating everyday happiness.

Britannia Good Day also reignited the long-standing
debate about the best biscuit to pair with Chai through
its innovative “Headlines” campaign. Taking a fresh
approach, the campaign highlighted this bond without
prominently featuring the product, instead focusing on
the idea that each sip of Chai evokes the unmistakable
shape of a Good Day biscuit on one’s forehead.
This subtle yet impactful storytelling redefined the
brand’s communication strategy, celebrating biscuits
as the perfect companion to Chai.

Further deepening its emotional connection,
Britannia Good Day launched a series of engaging
TV commercials and collaborated with Chai Point
during MahaKumbh, where millions of cups of
chai were enjoyed alongside Good Day biscuits.
The campaign extended its reach across multiple
cities, engaging consumers in diverse settings, from
modern trade outlets to IT park food courts and chai
tapris and expanded into Quick Commerce platforms
and branded collaborations. Through this immersive
initiative, Good Day reaffirmed its position as the
quintessential partner to India’s favorite beverage.

Marie Gold - Celebrating Avani’s Gold to HerSpark
Dreams:

Britannia Marie Gold, a brand synonymous with
resilience and empowerment, paid an unprecedented
tribute to sporting excellence with the launch of the
‘Avani Lekhara’s Special Edition pack’. This initiative
honored Ms. Avani Lekhara, India’s first female athlete
to win gold at both the Paris 2024 and Tokyo 2020
Games, celebrating her extraordinary achievements
with a commemoration of historic magnitude.
For the first time in its history, Britannia Marie
Gold redesigned both its biscuit and packaging,
symbolizing its unwavering commitment to
inspire and empower through its long-standing

 

proposition of “Do More. Be More”. The bespoke
design not only marked a significant milestone
in sports history but also underscored the brand’s
dedication to championing extraordinary stories of
perseverance and success.

Furthering its legacy of supporting women and
nurturing talent, Britannia Marie Gold partnered
with the Inspire Institute of Sport (IIS) to
launch “HerSpark”, a groundbreaking National
Sports Scholarship Program for women athletes.
This first-of-its-kind initiative aimed to identify and
support promising young women athletes across
disciplines such as boxing, swimming, judo, athletics
and parasports, offering them a launchpad to kickstart
their sports careers. The “HerSpark” program provided
a fully funded 3 years’ scholarship that encompassed
professional training, world-class coaching, lodging,
nutrition and educational opportunities. The Athletes
would also benefit from access to state-of-the-art
facilities and mentorship from renowned Continental
and Olympic athletes, including Mamuka Kizilashvili
(Judo) and Yoandris Betanzos Francis (Athletics).
By investing in these aspiring champions, Britannia
Marie Gold not only empowered individual athletes
but also reinforced its commitment to building a
future where women lead with strength, skill and
determination.

NutriChoice - For a Better Tomorrow:

Britannia NutriChoice redefined snack time with
the launch of its “Face the Facts” campaign,
offering a refreshingly honest approach to consumer
engagement. Eschewing exaggerated claims or
pretense, the campaign focused on transparency
and authenticity, presenting the brand exactly as
it is. Britannia NutriChoice introduced bold and
candid packaging that directly addressed common
consumer concerns about healthy snacking options.
With its straightforward messaging and commitment
to honesty, the campaign invited consumers to make
informed choices, setting new standards for trust and
integrity in the health food category.

The WiseBite Initiative:

On World Health Day, Britannia deepened its commitment
to well-being with the launch of the “WiseBite” initiative,
an effort designed to encourage consumers to embrace
wiser, more balanced snacking habits. Recognising the
central role of snacking in daily life, WiseBite addressed
the importance of informed food choices and sustainable

eating practices. By emphasising mindfulness in
managing cravings and fostering healthier consumption
patterns, the initiative highlighted Britannia’s dedication
to empowering individuals to make smarter and more
sustainable decisions.

Vision Beyond Sight - Britannia’s AI-Driven
Accessibility:

Furthering its agenda of innovation and inclusivity,
Britannia introduced “Britannia A-Eye”, a
pioneering initiative powered by Google Gemini
and built on Vertex AI Multimodal Five Technology.
This groundbreaking pilot project leveraged Google
Astra’s advanced capabilities to democratise the
retail experience, particularly for visually impaired
consumers. By integrating cutting-edge AI, Britannia
aimed to make retail environments more accessible
and inclusive, setting a new benchmark for consumer
empowerment.

From Pockets to Billboards - A Greener Britannia:

Britannia marked Earth Day with a heartfelt campaign
centered on the theme of adopting simple yet
impactful habits. At the heart of the campaign was
an 8-year-old protagonist, whose innocence and
earnestness served as a poignant reminder to prioritise
cleanliness, take responsibility for personal waste and
cultivate a deeper sense of environmental stewardship.
The “Har Pocket Ab Dustbin” initiative aimed to
inspire millions of Britannia consumers to become more
mindful of their surroundings. By promoting efficient
plastic collection and processing, the campaign aligned
with Britannia’s broader commitment to achieving
100% Plastic neutrality, reinforcing its commitment
to sustainable practices.

Britannia also celebrated its sustainability journey
through the visually stunning “Nature Shapes
Britannia” out-of-home (OOH) campaign.
This striking series of billboards showcased Britannia’s
commitment to harmonising with the environment
by taking on the literal shapes of nearby trees.
These unique billboards served as a powerful metaphor
for Britannia’s philosophy of adapting to nature rather
than altering it. The campaign emphasised Britannia’s
progress in key sustainability areas such as Plastic
Neutrality, Waste Management, Water Stewardship,
and Energy Conservation. Accompanied by messages
highlighting its sustainability milestones, the campaign
reaffirmed Britannia’s dedication to preserving and
celebrating the natural world while setting new
standards in responsible business practices.

h. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

Details of conservation of energy, technology
absorption, foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014,
are given as ‘Annexure A’ to this Report.

III. BOARD OF DIRECTORS

As on 31 March 2025, the Board of Directors comprised
of 11 Directors, out of which 6 are Non-Executive
Independent Directors (including 1 Woman Director),
3 are Non-Executive Non-Independent Directors and
2 are Executive Directors.

a. Appointment of Directors

The Board of Directors at their Meetings held
on 2 July 2024 and 11 November 2024, based
on the recommendations of the Nomination and
Remuneration Committee (‘NRC’), approved the
following appointments to the Board, subject to the
approval of the Members of the Company:

•    Appointment    of Mr. Sunil    S.    Falbhai

(DIN:00045590) and Dr. Urjit Patel
(DIN:00175210) as the Additional Non-Executive
Independent Directors of the Company for a term
of 5 (five) consecutive years w.e.f. 2 July 2024 upto

I    July 2029 (both days inclusive).

The aforesaid appointments were subsequently
approved by the Members at the 105^th AGM of the
Company held on 12 August 2024.

•    Appointment    of    Mr.    Jehangir    N. Wadia

(DIN:00088831) as an Additional Non - Executive
Non-Independent Director of the Company, w.e.f.

II    November 2024.

The aforesaid appointment was subsequently
approved by the Members through Postal Ballot on
22 December 2024.

Further, during the year under review, the Members
of the Company approved the appointment of
Mr. Pradip Kanakia (DIN:00770347), as a
Non-Executive Independent Director of the Company
for a term of 5 (five) consecutive years w.e.f. 26 March
2024 upto 25 March 2029 (both days inclusive) through
Postal Ballot on 15 June 2024.

In the opinion of the NRC and the Board,
Mr. Pradip Kanakia, Mr. Sunil S. Lalbhai,
Dr. Urjit Patel and Mr. Jehangir N. Wadia possess
requisite qualifications, experience and expertise to
contribute to the growth of the Company and hold
high standards of integrity. Further, all the Independent
Directors possess requisite proficiency as required
under the provisions of the Act.

b.    Cessation of Directors

During the year under review, the following Directors
retired / resigned from the Board of the Company:

•    Mr. Avijit Deb (DIN:00047233),
Mr. Keki Dadiseth (DIN:00052165) and
Dr. Ajai Puri (DIN:02631587) retired w.e.f. close of
business hours on 11 August 2024;

•    Mr. Keki Elavia (DIN:00003940) retired w.e.f.
conclusion of 105^th AGM of the Company held on
12 August 2024;

upon completion of their terms as Non-Executive
Independent Directors of the Company in accordance
with Section 149(11) of the Act and Regulation 25(2)
of the SEBI Listing Regulations, 2015.

The Board of Directors expressed their sincere
appreciation for the valuable contributions made
by Mr. Avijit Deb, Mr. Keki Dadiseth, Dr. Ajai Puri
and Mr. Keki Elavia during their tenure as the
Non-Executive Independent Directors of the Company.

They also ceased to be the Chairpersons/Members
of the Committees of the Board. Accordingly, these
Committees have been reconstituted as required under
the Act and the SEBI Listing Regulations, 2015.

•    Mr. Rajneet Singh Kohli (DIN:09743554) resigned
from the position of Executive Director and Chief
Executive Officer of the Company w.e.f. close of
business hours on 14 March 2025.

The Board of Directors expressed their sincere
appreciation for the valuable contributions made by
Mr. Rajneet Singh Kohli during his tenure as the
Executive Director and Chief Executive Officer of the
Company.

c.    Director Retiring by Rotation

Pursuant to Section 152 of the Act and the Articles
of Association of the Company, Mr. Nusli N. Wadia
(DIN:00015731), Chairman and Non-Executive

Non-Independent Director of the Company is liable
to retire by rotation at the ensuing AGM and being
eligible, has offered himself for re-appointment.

In view of vast experience, knowledge and significant
contribution of Mr. Nusli N. Wadia in guiding
the Company’s Board and Management and basis
the recommendation of the NRC, the Board of
Directors at their Meeting held on 8 May 2025,
approved and recommended to the Members, the
re-appointment of Mr. Nusli N. Wadia as a
Non-Executive Non-Independent Director of the
Company, liable to retire by rotation.

A Special Resolution seeking approval of the Members
for re-appointment of Mr. Nusli N. Wadia as a
Non-Executive Non-Independent Director of the
Company, liable to retire by rotation along with his
brief Profile and other relevant details as required under
Regulation 36(3) of the SEBI Listing Regulations,
2015 and Secretarial Standard on General Meeting
(‘SS-2’) issued by the Institute of Company Secretaries
of India forms part of the Notice of the 106^th AGM of
the Company.

d. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) and (5) of the Act, the
Board of Directors, to the best of their knowledge
confirm that:

(i)    In the preparation of the annual accounts for
the year ended 31 March 2025, the applicable
accounting standards have been followed;

(ii)    They 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 as on 31 March 2025 and
of the profit of the Company for that period;

(iii)    They have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv)    The Annual Accounts are prepared on a going
concern basis;

(v)    They 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) They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and these systems are adequate and
operating effectively.

Based on the framework of Internal Financial Controls
and Compliance Systems established and maintained
by the Company, the work performed by the Internal,
Statutory & Secretarial Auditors and External
Consultant(s) as well as the reviews conducted by
the Management and the relevant Board Committees
including the Audit Committee, the Board believes that
the Company’s Internal Financial Controls were adequate
and operationally effective during FY 2024-25.

IV.    KEY MANAGERIAL PERSONNEL

As on 31 March 2025, Mr. Varun Berry
(DIN:05208062), Executive Vice-Chairman and
Managing Director, Mr. N. Venkataraman
(DIN:05220857), Executive Director and Chief
Financial Officer and Mr. T.V Thulsidass, Company
Secretary are the Key Managerial Personnel of the
Company.

During the year under review, Mr. Rajneet Singh Kohli
(DIN:09743554) resigned from the position of the
Executive Director and Chief Executive Officer of the
Company w.e.f. close of business hours on 14 March
2025.

Further, as on the date of this Report, Mr. Varun Berry
was re-designated as the Executive Vice-Chairman,
Managing Director and Chief Executive Officer of the
Company w.e.f. 8 May 2025.

V.    CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 ('CSR Policy Rules’) and Schedule VII to
the Act, your Company has undertaken CSR activities
in the areas of promoting education, health care
including preventive health care, village development
including water & sanitation and reduction of
malnutrition.

The Annual Report on the CSR activities as required
under Rule 8(1) of the CSR Policy Rules, comprising
of brief outline of the CSR Policy, composition of CSR
Committee and highlights of the projects is given as
‘Annexure B’ to this Report. Further, the details of the
terms of reference of the Committee and its Meeting(s)

held during the year are provided in Clause (III) (e) of
the Corporate Governance Report.

The Executive Summary of the Impact Assessment
of the CSR Project titled “Promoting Healthcare,
Growth and Development of the Children through
Britannia Nutrition Foundation (BNF)” carried out
pursuant to Rule 8(3) of the CSR Policy Rules is given
in the Annual Report on the CSR Activities and the
detailed Impact Assessment Report is available on the
website of the Company at https://www.britannia.
co.in/investors/impact assessment report.

VI. EMPLOYEES

a.    Remuneration of the Directors, KMPs and Employees

A statement containing the details of the Remuneration
of Directors, KMPs and Employees as required under
Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is given as
‘Annexure C’ to this Report.

As per Section 136 of the Act, the Report along
with the Financial Statements are being sent to the
Members and others entitled thereto, after excluding
the disclosure on remuneration of employees as
required under Section 197(12) of the Act read with
Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014. The disclosure is available for inspection by
the Members at the Registered Office of the Company
on all the business days (between 10:00 A.M. IST to
5:30 PM. IST) up to the date of the ensuing AGM. Any
Member desirous of inspecting or obtaining a copy
of the same may write to the Company Secretary at
[email protected].

b.    Britannia Industries Limited Phantom Option
Scheme 2021

Your Company has adopted 'Britannia Industries
Limited Phantom Option Scheme 2021’ ('BIL POS
2021’) to incentivise employees and share the fruits of
growth and prosperity of the Company with them as
provided in the Scheme.

c.    Prevention of Sexual Harassment at Workplace

Britannia is committed to provide an environment that
supports all employees to work together with openness
and trust and in ways that demonstrate respect,
value differences and has Zero tolerance for Sexual
Harassment. In compliance with Sexual Harassment

of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder,
the Company has implemented a comprehensive
‘Anti-Sexual Harassment Policy’ on Prevention
of Sexual Harassment at Workplace, which is
gender-neutral, covering all the employees (permanent,
contractual, temporary, trainees and apprentices) at all
its offices and factories and it also covers visitors and
third parties associated with the Company.

The Company has constituted Internal Committees
comprising internal and external members with
relevant experience to address complaints of sexual
harassment in a timely and confidential manner.
Further, awareness programs and training sessions are
periodically conducted across its locations to sensitise
employees and promote a culture of dignity and
respect at the workplace.

Details of the complaints received and resolved during
the year are given in Clause IX (i) of the Corporate
Governance Report.

VII. GOVERNANCE

a.    Corporate Governance Report

Pursuant to Regulation 34(3) and Schedule V of the
SEBI Listing Regulations, 2015, a Corporate Governance
Report for FY 2024-25 along with the Certificate from
the Statutory Auditors of the Company confirming
compliance with the conditions of Corporate Governance
prescribed under the SEBI Listing Regulations, 2015
forms part of the Annual Report.

b.    Business Responsibility and Sustainability Report

At Britannia, we are committed to create long-term
value for all the stakeholders through ethical practices,
environmental stewardship and social responsibility.
Guided by these principles, we continue to align our
initiatives with National and Global Sustainability
Frameworks.

In line with the requirements of Regulation 34(2) (f)
of the SEBI Listing Regulations, 2015 read with
the SEBI Master Circular No. SEBI/HO/CFD/PoD2/
CIR/P/0155 dated 11 November 2024 and SEBI Circular
No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated
28 March 2025, the Company has prepared its Business
Responsibility and Sustainability Report (‘BRSR’) for the
financial year 2024-25 based on the framework of the
National Guidelines on Responsible Business Conduct
(NGRBC) and in the format prescribed by SEBI.

Further, the Company has obtained Assurance of the
BRSR Core for FY 2024-25 from TUV SUD South
Asia Private Limited in accordance with the above
SEBI circulars. The BRSR and the Assurance Report on
the BRSR Core form part of the Annual Report.

c.    Annual Return

The draft Annual Return in Form MGT-7 prepared
as per Section 92(3) of the Act read with Rule 11 of
the Companies (Management and Administration)
Rules, 2014 is currently placed on the website of the
Company at https://www.britannia.co.in/investors/
annual return. The Company shall upload final copy
of the Annual Return once the same is filed with the
Registrar of Companies within 60 days from the date of
AGM scheduled to be held on Monday, 11 August 2025.

d.    Vigil Mechanism

Pursuant to Section 177(9) & (10) of the Act and
Regulation 22 of the SEBI Listing Regulations, 2015,
your Company has adopted a Whistle Blower Policy to
provide Vigil Mechanism for Directors and Employees,
the details of which are provided in Clause No. IX (c)
of the Corporate Governance Report.

e.    Board Evaluation

The annual performance evaluation of the Board,
its Committees and Individual Directors (including
Chairman) was carried out in compliance with the
requirements of Section 178 of the Act, Regulation
17, 19 & 25 of the SEBI Listing Regulations, 2015
and in accordance with the Governance Guidelines
adopted by the Board. The criteria and the manner of
performance evaluation is given in Clause No. III (b)
of the Corporate Governance Report.

f.    Remuneration Policy

Pursuant to Section 178(3) of the Act and
Regulation 19 of the SEBI Listing Regulations, 2015,
your Company has adopted a Remuneration Policy
for Directors, KMPs and other Employees. The salient
features of the policy are given in Clause No. III (b) of
the Corporate Governance Report.

The policy is also available on the website of
the Company at https://www.britannia.co.in/investors/
remuneration policy.

g.    Risk Management

Your Company has adopted a Risk Assessment
and Management Policy and the Risk Management
Committee of the Board reviews key risks affecting
the Company and mitigation measures thereof.

In the opinion of the Board, there are no elements of
risks which may threaten the existence of the Company.
The details of Risk Management Committee are
given in Clause No. III (d) of the Corporate Governance
Report.

h.    Declaration by the Independent Directors

All the Independent Directors have submitted
Declaration of the Independence confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act read with Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 16(1)(b) of the
SEBI Listing Regulations, 2015.

Further, the Company’s Independent Directors
have affirmed that they have followed the Code for
Independent Directors as outlined in Schedule IV to
the Act.

i.    Board and its Committees

The Board met 6 (six) times during the year. The details
of the Composition of the Board, its Committees and
their Meetings are given in Clause No. II and III of the
Corporate Governance Report.

During the year, the Board accepted all the
recommendations made by its Committees.

j.    Related Party Transactions

Your Company has adopted a policy on Materiality
of the Related Party Transactions and on dealing
with the Related Party Transactions and the same is
available on the website of the Company at https://
www.britannia.co.in/investors/policy on materiality of
related party transactions and on dealing with related
party transaction.

During the year, your Company did not enter into any
contracts/ arrangements/ transactions with the related
parties requiring approval under Section 188(1) of the
Act read with Rule 15 of the Companies (Meetings
of Board and its Powers) Rules, 2014. All the Related
Party Transactions were in the ordinary course of
business and at arm’s length basis and there were no
material related party transactions during the year.
Therefore, disclosure in Form AOC-2 prescribed under
Section 134(3)(h) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 is not applicable
to the Company. In accordance with IND AS-24,
the Related Party Transactions are disclosed under
Note No. 43 of the Standalone Financial Statements.

k.    Public Deposits

Your Company has neither accepted nor has any
outstanding deposits from public within the meaning
of Section 73 of the Act read with Rule 2 of the
Companies (Acceptance of Deposits) Rules, 2014.

l.    Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees
covered under Section 186 of the Act and Schedule V
of the SEBI Listing Regulations, 2015 are provided
in Note No. 38 and 39 of the Standalone Financial
Statements of the Company.

m.    Disclosure on Significant and Material Orders

There were no significant and material orders passed
by the Regulators, Courts or Tribunals during the year
impacting the going concern status and the operations
of the Company in future.

n.    Compliance with Secretarial Standards

During the year, your Company has complied with
the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2), issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies
Act, 2013.

VIII. AUDITORS
a. Statutory Auditors

Pursuant to Section 139 of the Act read with Rule 3 of
the Companies (Audit and Auditors) Rules, 2014, the
Members of the Company at their 101^st AGM held on
7 July 2020, appointed M/s. Walker Chandiok & Co
LLP, Chartered Accountants (Firm Registration No.
001076N/N500013), as the Statutory Auditors of the
Company for a period of 5 (five) consecutive years i.e.,
to hold the office from the conclusion of 101^st AGM
till the conclusion of 106^th AGM of the Company to be
held in the year 2025.

The Statutory Auditors have issued their Reports
with an unmodified opinion and their Reports do
not contain any qualification, reservation, adverse
remark or disclaimer on the Financial Statements of
the Company for FY 2024-25. Further, there are no
observations or comments on any financial transactions
that have an adverse effect on the functioning of the
Company.

As the first term of 5 (five) consecutive years of
M/s. Walker Chandiok & Co LLP as the Statutory
Auditors of the Company ends at the conclusion of
106^th AGM, the Board of Directors of the Company
at their Meeting held on 8 May 2025, based on the
recommendation of the Audit Committee, have
approved and recommended to the Members, the
re-appointment of M/s. Walker Chandiok & Co LLP,
as the Statutory Auditors of the Company for a second
term of 5 (five) consecutive years i.e., to hold the office
from the conclusion of 106^th AGM till the conclusion of
111^th AGM of the Company to be held in the year 2030.

In this regard, the Company has received consent
from M/s. Walker Chandiok & Co LLP for their
re-appointment along with a certificate confirming
that they satisfy the criteria provided under Section
141 of the Act and the re-appointment, if made, shall
be in accordance with the applicable provisions of the
Act and rules framed thereunder.

An Ordinary Resolution, seeking approval of the
Members for re-appointment of M/s. Walker Chandiok
& Co LLP as the Statutory Auditors of the Company
for a second term of 5 (five) consecutive years along
with their brief profile and other relevant details as
required under Regulation 36(5) of the SEBI Listing
Regulations, 2015 forms part of the Notice of the
106^th AGM of the Company.

b. Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations, 2015,
M/s. Parikh & Associates, Practicing Company
Secretaries (Firm Unique Code: P1988MH009800),
have conducted the Secretarial Audit of the Company
for FY 2024-25. The Secretarial Audit Report does
not contain any qualification, reservation, adverse
remark or disclaimer for FY 2024-25 and is given as
‘Annexure D’ to this Report.

Further, in terms of Regulation 24A of the
SEBI Listing Regulations, 2015, as amended vide
SEBI Notification No. SEBI/LAD-NRO/GN/2024/218
dated 12 December 2024, the Company is required to
appoint a Peer-Reviewed Practicing Company Secretary or
a firm of Practicing Company Secretaries as the Secretarial
Auditor for not more than one term of five consecutive
years or two terms of five consecutive years, respectively,
subject to approval of the Members of the Company.

In this regard, the Board of Directors of the Company
at their Meeting held on 8 May 2025, based on the
recommendation of the Audit Committee, have
approved and recommended to the Members, the
appointment of M/s. Parikh & Associates, as the
Secretarial Auditors of the Company for a term of
5 (five) consecutive years i.e., to hold the office from
the conclusion of 106^th AGM till the conclusion of
111^th AGM of the Company to be held in the year 2030
(i.e., from FY 2025-26 to FY 2029-30).

M/s. Parikh & Associates have provided their consent
and an eligibility certificate confirming that they are
not disqualified to be appointed as the Secretarial
Auditors of the Company and that their appointment,
if approved, would be in compliance with provisions
of the applicable laws.

An Ordinary Resolution, seeking approval of the
Members for appointment of M/s. Parikh & Associates
as the Secretarial Auditors of the Company for a term of
5 (five) consecutive years along with their brief profile
and other relevant details as required under Regulation
36(5) of the SEBI Listing Regulations, 2015 forms part
of the Notice of the 106^th AGM of the Company.

i.    Cost Auditors

Pursuant to Section 148(1) of the Act read with Rule
3 and 5 of the Companies (Cost Records and Audit)
Rules, 2014, your Company has duly maintained the
cost records for FY 2024-25.

M/s. GNV & Associates, Cost & Management
Accountants (Firm Registration No. 000150), Cost
Auditors of the Company are carrying out the Audit
of the cost records relating to Milk Powder for
FY 2024-25. The Cost Audit Report will be submitted to
the Board of the Directors within the prescribed timelines.

The Cost Audit Report for FY 2023-24, issued by
M/s. GNV & Associates was filed with the Central
Government within the statutory timelines.

Further, pursuant to Section 148(2) and (3) of the
Act read with Rule 4 of the Companies (Cost Records
and Audit) Rules, 2014 and Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, the Board of
Directors at their Meeting held on 8 May 2025, based
on the recommendation of Audit Committee, have
re-appointed M/s. GNV & Associates as the Cost
Auditors of the Company for FY 2025-26 to conduct
the Audit of applicable cost records at a remuneration of
' 75, 000/- (plus applicable taxes and reimbursement
of out-of-pocket expenses incurred in connection with
the audit).

M/s. GNV & Associates have provided their consent
and an eligibility certificate confirming that they are
not disqualified to be appointed as the Cost Auditors
of the Company and that their appointment, if
approved, would be in compliance with provisions of
the applicable laws.

An Ordinary Resolution seeking ratification of the
remuneration payable to M/s. GNV & Associates for
conducting audit of the applicable cost records of the
Company for FY 2025-26 forms part of the Notice of
the 106^th AGM of the Company.

d.    Internal Auditors

M/s. BDO India LLP, Internal Auditors of the Company
have carried out the Internal Audit for FY 2024-25.
The reports and findings of the Internal Auditors are
quarterly reviewed by the Audit Committee.

Pursuant to Section 138 of the Act read with Rule 13
of the Companies (Accounts) Rules, 2014, the Board
of Directors of the Company at their Meeting held on
8 May 2025, based on the recommendation of the Audit
Committee, have re-appointed M/s. BDO India LLP as
the Internal Auditors of the Company for FY 2025-26.

e.    Tax Auditors

Pursuant to Section 44AB of the Income Tax Act, 1961,
M/s. Bansi S. Mehta & Co., Chartered Accountants
(Firm Registratrion No. 100991W), the Tax Auditors
of the Company have carried out the Tax Audit
for Financial Year 2023-24 (Assessment Year
2024-25). The Tax Audit Report has been duly filed
with the Income Tax Department within the prescribed
timelines.

The Board of Directors of the Company at their
Meeting held on 8 May 2025, based on the
recommendation of the Audit Committee, have
re-appointed M/s. Bansi S. Mehta & Co., as the Tax
Auditors of the Company for Financial Year 2024-25
(Assessment Year 2025-26).

f.    Reporting of Frauds by Auditors

During the year under review, the Auditors have not
reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit
Committee or the Board under Section 143(12) of the
Act read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

IX.    INTERNAL FINANCIAL CONTROLS

Your Company has laid down adequate Internal
Financial Controls and ensured that they remained
effective during the year. The details of adequacy
of Internal Financial Controls concerning the
Financial Statements are given in Clause (VIII) of the
Management Discussion and Analysis Report which
forms part of the Annual Report.

X.    ACKNOWLEDGEMENTS

Your Directors would like to thank all the Stakeholders
viz., Consumers,    Shareholders, Employees,

Government, Suppliers, Business Partners, Bankers
and all others associated with the Company for their
continuous support and cooperation.

On behalf of the Board
Sd/-

Nusli N. Wadia

Place : Bengaluru    Chairman

Date : 8 May 2025    (DIN: 00015731)

The Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended on 31st March, 2024.

Financial Results

Financial Performance

Highlights of the Standalone Results:

a. Revenue from Operations for the year ended 31st March, 2024 was ''10,002.93 Crore as against ''9,470.62 Crore in the corresponding last financial year, representing an increase of 5.6% over the corresponding period of last financial year.

b. EBIDTA (excluding other income) for the year ended 31st March, 2024 was ''1,671.67 Crore as against ''1,345.85 Crore in the corresponding last financial year, representing an increase of 24.2% over the corresponding period of last financial year.

c. Net Profit for the financial year ended 31st March, 2024 was ''1,015.05 Crore as against ''828.39 Crore recorded in the previous financial year, representing an increase of 22.5% over the corresponding period of last financial year.

Highlights of the Consolidated Results:

a. Revenue from Operations for the year ended 31st March, 2024 was ''11,198.92 Crore as against ''10,567.84 Crore in the corresponding last financial year, representing an increase of 6% over the corresponding period of last financial year.

b. EBIDTA (excluding other income) for the year ended 31st March, 2024 was ''1,861.32 Crore as against ''1,487.20 Crore in the corresponding last financial year, representing an increase of 25.2% over the corresponding period of last financial year.

c. Net Profit for the year ended 31st March, 2024 was ''1,169.82 Crore as against ''860.40 Crore in the corresponding last financial year, representing an increase of 36% over the corresponding period of last financial year.

The Board of Directors have recommended a dividend of ''3.50 per equity share of ''1/- each fully paid up for the financial year

ended 31st March, 2024. Dividend is subject to approval of the shareholders.

Management Discussion and Analysis

Industry Structure and Development

The global economy is facing multiple challenges emanating from elevated inflation, tight monetary and financial conditions, escalating geopolitical tensions, rising geoeconomic fragmentation, disruptions in key global shipping routes, high public debt burdens and financial stability risks. Global financial markets are on edge with recurrent bouts of volatility as every incoming data increases uncertainty around monetary policy trajectories of major central banks.

According to International Monetary Fund (IMF), global growth decelerated to 3.2% during 2023 from 3.5% in 2022. The pace of economic activity was dragged down, inter-alia, by restrictive monetary policy stances to tame inflation, protracted geopolitical tensions and sluggish recovery in China. The potential impact of climate change became increasingly evident, with economic losses due to extreme weather events. Global inflation fell to 6.8% in 2023 from 8.7% in 2022 on the back of easing commodity prices, favorable supply conditions and monetary tightening across major economies, but still remained at its highest level in over two decades. Inflation in respect of core items and services remained elevated, exhibiting persistence in major economies amidst tight labour market conditions.

Against the backdrop of subdued global economic activity and multiple headwinds, the Indian economy expanded at a robust pace in 2023-24 with real GDP growth accelerating to 7.6% from 7% in the previous year. Growth in private consumption demand, on the other hand, stood at 3% as against 6.8% a year ago. Government consumption demand was also subdued tracking fiscal consolidation. The foreign reserves stood at robust $642.6 billion.

The G20 Indian Presidency under the Finance Track accorded primacy to the broad themes of climate change, digitalization, and concerns of the Global South with priorities cutting across various working groups. Realizing the vision of ‘Vasudhaiva Kutumbakam'' - One Earth: One Family: One Future - the G20 Indian Presidency reaffirmed that the G20 remains the premier forum for global economic cooperation to steer the world through emerging challenges.

Indian Paint Industry

The global economic outlook remains beset by multiple headwinds: inflation persisting above target with the pace of disinflation losing momentum; elevated public debt in major systemic economies and their repercussions on the global economy in the case of disorderly adjustments; financial stability risks from the higher for longer interest rates scenario; protracted geopolitical tensions; inefficiencies from geoeconomic fragmentation; and accentuated climate shocks.

The Indian Paints and Coatings market size is estimated at USD 9.56 billion in 2024 and is expected to reach USD 15.00 billion in 2029, growing at a CAGR of 9.38% during the forecast period (2025-2029). COVID-19 hampered the paint industry market in India. With economic uncertainties and a slowdown in various sectors such as real estate, construction, and automotive, the demand for paints decreased significantly. After Covid, there was pent up demand which pushed up volume sales. Inflation in raw material prices was passed on resulting in 10% higher value growth compared to volume growth in 2022-23. In 2023-24, volume growth slowed down a bit, though still in double digits. However, with raw material prices dropping, we dropped our product prices. The mix also shifted towards lower priced products. As a result, our value growth was in mid-single digit.

The traction in construction activity is likely to be sustained, supported by both residential and non-residential real estate demand. Sectors like waterproofing and construction chemicals are growing rapidly with present market size of around '' 15000 Crore in India. The Company along with its subsidiary is one of the leading players in this sector.

Architectural coatings are used for both residential buildings and commercial purposes, such as office buildings, warehouses, retail convenience stores and shopping malls. These coatings can be applied on outer and inner surfaces and include sealers or specialty products. India has been experiencing rapid urbanization and infrastructure development, which has led to a surge in construction projects. Thus, this has directly increased the demand for architectural paints used in buildings and structures.

The residential sector in the country is on an increasing trend, with government support and initiatives that are permanently boosting the demand. The Ministry of Housing and Urban Development (MoHUA) allocated the funds for the construction of

houses. The Pradhan Mantri Awas Yojana, a flagship mission of the Government of India, aims at ensuring a pucca house to all eligible households thus boosting the demand for paints and coatings.

Also, the country is expanding its commercial sector, which has a positive impact on the architectural emulsion coatings market. Therefore, due to the factors mentioned, the demand for paints for the architectural segment is expected to witness robust growth in India in the upcoming period.

India''s journey towards becoming a developed nation hinges significantly on improving its infrastructure, a cornerstone for fostering liveable, climate resilient and inclusive cities that drive economic growth. With more and more spending on roads and highways, railways, ports and airports the demand for protective coatings and construction chemicals would increase. Private sector partnerships have emerged as crucial enablers in this endeavour, bringing in much needed investment, innovation and efficiency. The Company is positioned number 1 in the Protective Coatings category.

The automotive sector has bounced back last year and has been growing at a faster rate than the previous year. There has been a strong growth in the car category while two-wheelers and commercial vehicles grew at a slower pace. Tractors had muted growth rate. The General Industrial category grew at a moderate pace. Meanwhile, powder coatings suffered due to change in norms in the fan industry but is back on growth path.

Company’s Operations

Berger began its operations a century ago in 1923 with only one manufacturing unit in Howrah, West Bengal. Presently, Berger holds the second position in India among all paint companies. This would not have been possible if our products were not in demand. The trust in our brand, repeat buying, no compromise in quality, regularly adding features to our products, innovative mindset, stable workforce are some highlights of our journey during the last 100 years.

We are proud that our entire team at Berger are passionately engaged with the Company. It cannot only be a transactional relationship since we believe that stability cannot be measured in terms of money. The challenges that we offer to our employees in terms of job content, conducive work environment including work life balance, exciting challenges with an open culture makes it one of the best organizations to be a part of and contribute, deliver results, exchange information and strive for an even better tomorrow.

Looking back at these 100 years journey, it can be said that the organisation has strong fundamentals. Berger family has been on the path of growth wherein money, technology, resources have mostly been generated by the Berger team itself. We always realize that there is a scope for improvement and that is how we have come up and established ourselves as the number two paint company in the country. We feel that competition will always be there, but we are confident that competition will not bother us. Our joint venture partners have remained with us for years and not a single joint venture has been cancelled only depicting the fact that we are reliable, transparent, adjusting and can stay strong even if there is rough weather. The tag line ‘Sadiyo se viswas, hamesha hamara saath'' is an apt expression when we are delighted to see that our shareholders, employees, dealers, consumers, contractors, JV partners, painters are mostly stuck to us for many, many years now.

At Berger, our mission is to deliver and innovate high-quality painting solutions that enhance the aesthetics and protection of every space we touch. Our vision is to be a global leader in the paint industry, setting benchmarks in technology, quality and customer service. We are committed to sustainability, customer satisfaction and continuous improvement driving us to create products and services that not only meet but exceed the expectations of our valued customers. Our core values of integrity, excellence and innovation guide us in every endeavour, ensuring we remain a trusted and respected name in the industry.

The Company launched many new products during the year out of which, significant ones are as follows:

In the luxury emulsion interior category, we launched “Glamor Dazzle,” a shiny addition to our Glamor range. This product delivers an ultra-high sheen finish with unmatched washability, targeting the super luxury segment and reinforcing our position in the interior luxury market, especially for the sheen-loving eastern Indian consumer. Additionally, we introduced “Easy Clean Silky Touch”, another luxury offering that combines the trusted washability of Easy Clean with a new, smooth finish. Positioned in the entry luxury interior emulsion segment, this product aims to consolidate our footprint across India. Expanding our premium exterior emulsion segment, we launched “Anti Dustt Kool,” which keeps exterior surfaces dust-free while cooling indoor temperatures by up to 5 degrees Celsius, addressing the needs of India''s warm and dusty climate.

In the economy segment, we launched “Berger Ceiling White,” a bright white matt finish paint designed specifically for ceilings, which is expected to significantly boost our volume business.

Under the Berger Home Shield brand, we introduced three innovative products: “Roof Kool & Seal,” utilizing PU Acrylic Hybrid technology to waterproof roofs and cool them by upto 10 degrees Celsius; “Acrylic Sealant,” a versatile product replacing traditional methods for sealing cracks and gaps, paintable and flexible enough to fill gaps up to 20mm on both interior and exterior surfaces, and “Epoxy Tile Grout,” a UV-resistant, crack-free grout offering waterproofing for tiles and stones with a semi-gloss finish and a range of colors to match various tiles.

Berger continues to thrive and grow with several well-established products recognized for their technological advancements and superior performance. Products such as “Berger Silk Glamor” and “Berger Easy Clean” are renowned for their premium quality and durable finishes. Our “Berger WeatherCoat Long Life 10,” and “Berger WeatherCoat Long Life

15” incorporate nano-technology and PU Silicon chemistry, offering long-lasting protection with warranties up to 15 years, and have received excellent responses from launch markets. “Berger WeatherCoat Anti Dustt” and “Berger WeatherCoat Anti Dustt Kool” utilise dust guard and heat reflective nano-technology, ensuring long-lasting cooling and dust-free exteriors, making them ideal for the Indian climate.

Berger Paints “Express Painting” was launched in 2015 and has revolutionised the painting industry by combining innovative techniques with a customer-centric approach. Express Painting service is preferred for its reliability, convenience, and premium quality. By integrating advanced tools and equipment, we have streamlined traditional painting methods, significantly reducing painting time and delivering a flawless, professional finish. Our reputation for excellence and differentiated products has been crucial to the success of Express Painting. With trained painters using cutting-edge technology, we provide durable, visually appealing results that exceed customer expectations. Understanding the challenges associated with painting, it offers an environmentally friendly and hassle-free experience.

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 length and breadth of the country. These programs are aimed at equipping painters with innovative products and methods of painting thus resulting in learning and improving the quality of life of those trained in these academies. In order to ensure that existing painters as well as aspiring painters in far-flung areas of the country receive training, the model of mobile iTrain vans have been hugely successful. These iTrain vans travel to remote locations and carry out training. These mobile iTrain vans are presently managed by Smile Foundation, a reputed NGO who has entered into a Memorandum of Understanding (MOU) with the Company for carrying out mobile iTrain activity on behalf of the Company thus bringing in more efficiency into the program. While traditionally painting has been a male-dominated profession, Berger has been committed to empowering women in the industry by providing them training and vocational skills and encouraging them to take up painting as a profession. This has resulted in gradual increase in women participation in the iTrain program and as a result of that, many more women are expressing their interest to take up painting as a profession for their livelihood.

During the financial year 2023-24, the retail sales and distribution division of your Company made significant strides with several initiatives, achievements, and innovations. The division expanded its network through strategic initiatives, enhancing the reach and efficiency of distribution channels across urban and rural markets. During the year under review, your Company installed 7848 Color Bank machines. New Retail Outlets were opened. The distribution business continued to outperform, registering a growth of 30.4%. The home shield category also delivered a robust growth of 39% over the previous year. Many new ‘Kolor & Style'' outlets were opened and attracted a lot of footfalls. During the year, our dealer channel and painter community had seen the benefits of several organization wide digitization projects. Solutions like WhatsApp ordering, App-based purchases by Painting Contractors, Last mile Delivery Tracking have all been implemented countrywide in a phased manner. This has resulted in far greater efficiencies and ease of doing business for our dealers and contractors.

Waterproofing and construction chemical business has increased many folds during 2023-24. Alongwith our subsidiary STP Limited, we are now a leading player in the construction chemicals and waterproofing category in India. We expect to be comfortably in top 3 in India in the construction chemicals and waterproofing by the end of 2024-25. A slew of new products was launched in this category. Roof Kool and Seal, Bitu Seal DPC and Sealants were some significant products which were introduced during the year. The Company has been able to add a lot of value to this space. Scientific waterproofing solutions have been provided across the country through trained applicators.

Prolinks, the project sales division of our Company, has been thriving amidst India''s robust development across infrastructure, real estate, and industrial sectors. A dedicated focus on construction chemicals has been reinforced through the establishment of a specialized task force, enhancing our capability to cater to this critical segment. As we witness the resurgence of maintenance activities for buildings erected during the real estate boom of the past decade, there is a burgeoning opportunity in painting and waterproofing services. Prolinks is well-positioned to capitalize on these emerging needs. Furthermore, recognizing the potential in smaller projects in major urban areas, a dedicated team has been mobilized to target these opportunities effectively. With these strategic initiatives and favorable market dynamics, Prolinks stands poised for significant growth, expected to be a key contributor to the overall expansion of our Company.

In FY 2023-24, the Protective Coatings Division of Berger Paints ‘Protecton'', demonstrated remarkable progress and growth across various parameters, reflecting its commitment to innovation and excellence. During the year under review, several new innovative products were introduced which enriched the product portfolio and enhanced market competitiveness. In the road marking segment, SIGMARK Smart was launched in November, 2023. This low-cost variant in the road marking sector was introduced due to its cost effectiveness and quality and very quickly it has become the preferred choice for many projects, being budget friendly. In protective coatings, Thermo Indicative Paint was introduced which successfully replaced the product which was earlier bought from the competitor. This paint has demonstrated superior performance in high temperature and has the ability to change color with temperature variations and provides an additional layer of safety. Responding to the demand of the chemical industry, the Protecton division with the assistance from the R&D developed a new range of high chemical resistance coating to provide superior protection against harsh chemicals and corrosive environments, ensuring the longevity and integrity of the equipment and structures they are applied to. Quick Drying Polyurethane Matt Finish has been introduced to cater to the needs of infrastructure projects requiring fast turnaround times. Its quick-drying properties significantly reduce downtime, making it ideal for large-scale projects such as airports and metro stations. Water Regulations Approval Scheme Certified Pipe Coating comply with rigorous health and safety standards, ensuring that they are safe for use in potable water systems. The introduction of this product helped the Company secure significant orders from major clients in the pipe manufacturing sector. Can and Cap Coating earmarked our entry into the food and beverage market, the coating is designed to provide excellent adhesion, flexibility, and corrosion resistance, ensuring the safety and longevity of canned goods. Several prestigious projects were handled during the year under review which included HRRL Rajasthan Refinery, IOCL J18 Expansion Project and Khurja Super Thermal Power Plant. In the infrastructure sector, Protecton division received orders from Lucknow Adani Airport, National Capital Region Transport Corporation (NCRTC) Rapid Metro Station and Jewar Airport, Noida. Orders were also received from Bharat Earth Movers Limited, Maruti Suzuki Kharkhoda, Titagarh Wagon Factory and also for the prestigious Vande Bharat coaches. In the road marking segment, orders were received for the prestigious Bhupen Hazarika Setu. In the chemical resistance coating segment, orders were received from Sriram Alkalies & Chemicals, Gujarat Fluoro Chemicals, ACG Chemicals and Privi Chemicals. Supply and Apply contracts for IOCL refineries, Rajdhani and AC coaches at MCF Raebarelli and ONGC offshore are being executed as per specification. The Protecton business is poised to further expand its product portfolio, increase footprints in international markets and invest in cutting-edge technologies such as nanotechnology and smart coatings to deliver superior performance and enhanced durability.

The Auto and General Industrial division of Berger made significant strides forward during FY 2023-24. The auto division entered the bus body business. The division has also entered the E - Rickshaw segment in a major way. In the GI segment, efforts are on to open more and more dealers to expand our business. Low bake/Energy saving product has been introduced for supplying to esteemed European and Japanese customers. Efforts are being made to obtain more share of business in the two-wheeler and tractor category.

Berger Paints Powder Coatings has all along been a dominant player in the market and has strong presence in major segments like automotive, electric fan, furniture, home appliances, architecture, dish antenna, storage solution, power solution, lighting fixtures etc. Berger''s unwavering commitment to excellence, trust and innovation has propelled us forward, even during challenging times. Some key highlights for 2023-24 includes ‘REBACOAT'', a brand synonymous with sustainability and functionality. Our fusion bonded epoxy powder coatings now serve TMT Bars (REBAR), Pipes, and more. We have collaborated with major REBAR manufacturers and vendors across India setting a new standard for quality and durability. Our breakthrough achievement lies in developing powder coatings that withstand extreme temperatures (650-700°C). The Applications span from Auto-Mufflers to Stove Tops and Barb-Q Grills. Our innovation aimed towards sustainability includes reducing fuel consumption by nearly 20% compared to conventionally cured coatings. By lowering temperatures, we have transformed industries like generators, air

conditioners and heavy earthmovers. We have received the best supplier award from M/S IFB Industries, Goa. We have also embarked on a mission to introduce brilliant metallic shades to major OEMs in home appliances, automotive, metal and furniture segments wherein customization meets excellence. We have also successfully partnered with new customers in the storage solution segment. Atomberg Technologies Pvt Ltd is in the business of revolutionizing India’s home appliances, known for its energy-efficient and innovative products. We have been a part of their journey from the outset and continue to be their trusted and major supplier of powder coatings for their electric fans.

The Research and Development (R&D) activity of the Company 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. With an eye towards the environment, low VOC paint has been manufactured, processes made more energy efficient with low carbon footprint and extended product life cycle. Our R&D makes constant endeavours to strengthen new technology platform, use new dispersion technology, leverage emulsion strength and improve industrial resin product development quality. During the year under review, 2 (Two) patents were granted against applications made by the Company earlier while 2 (Two) fresh patent applications were filed by the Company.

In the Information Technology front, the key initiatives during FY 2023-24 included the following: Implementation of business intelligence and analytics - Tableau 2.0 which has established itself as a powerful data visualization tool that allows users to connect to a wide range of data sources, including corporate databases, Customer Relationship Management (CRM) systems, excel files and web-based data. With Tableau, the users can create visually stunning dashboards that reveal patterns and insights for business intelligence analysis. Business analytics with Tableau can provide numerous benefits, including improved decisionmaking through data-driven insights, increased efficiency and productivity through automation of data analysis and enhanced collaboration and communication through shared dashboards and visualizations. Implementation of endpoint security solution across Berger''s ecosystem to protect the Company’s cyber space. In the fiscal year 2023-24, CrowdStrike continued to provide exceptional Managed Detection and Response (MDR) services for servers and Endpoint Detection and Response (EDR) solutions for end-users. Our dedication to innovation, expertise and pursuit of excellence in cyber security has allowed us to effectively protect the organization from ever-changing cyber threats.

To summarise, the implementation of CrowdStrike''s MDR and EDR solutions allow us to enhance cyber security, reduce risks, and protect our vital assets. We have also implemented integrated Oracle Warehouse Management System (WMS) with the efficiency of ABB machines for palletization and Automated Storage and Retrieval Systems (ASRS).

Last financial year had once again been an exhilarating one in supply chain and logistics domain at Berger. So true to Berger ethos and as we had institutionalized for some years now, we had continuously worked on systems and processes, bringing in new, better ways of doing challenging tasks. We have innovated, rediscovered and further improved operational efficiencies. The results were extremely encouraging when we look back and realize that we have consistent lowest number of days of finished goods inventory in retail business line, ever. Some path breaking processes and system level tweaks to tackle the problem of slow-moving goods were implemented which resulted in our slow moving percentage to sales going down to ever lowest numbers.

With the successes of O9 - our integrated supply chain platform, we have initiated to implement the same in our industrial business line as well. This is supposed to give remarkable operational efficiencies in our industrial business, same as we have already experienced in decorative business. Efforts are on towards digitization of primary logistics and procure to pay cycle, through another new-gen logistics platform ‘Pando''. Once this is fully operational, it will transform our primary transportation landscape. The ‘WMS'' (Warehouse Management System) implementations in our factories and warehouses had continued relentlessly, as it happened in the earlier years. This makes our warehouse handling one of the best in the world and goes a long way in improving channel partner and customer experience.

The bold experiments done in supply chain and logistics space mostly paid off and helped us in navigating the challenges and improve our supply chain operations, aided to create customer delight and helped create an even stronger and knowledge driven team.

The procurement landscapes had remained challenging for strategic and important raw materials like titanium dioxide, monomers, Penta etc. Due to domestic policy environment, initiation of anti-dumping investigations, geo-political tensions induced sea-freight issues, the challenges were many. The challenges were effectively neutralized by proactively opening new sourcing geographies and planned Free-On-Board (FOB) movements.

In this digital space, AI driven MyColor app, Oracle HRMS, Salesforce-CRM, supply chain O9 helped us move forward significantly in term of sales, marketing and logistics.

The HR function at Berger during FY 2023-24 concentrated on succession planning, leadership capability training, employee survey and other engagement initiatives. The key focus and challenge would be to arrest attrition in front line sales force and better training and market readiness for new recruits.

While reflecting on a year of achievements and forward momentum, manufacturing spearheaded initiatives embodied our commitment to innovation, excellence, and sustainability, ensuring our continued endeavour towards achieving leadership position. We have emphasized digital manufacturing with live real-time manufacturing performance dashboards, online monitoring of statutory compliances, calibration tracking and many more. Our core strength, innovation, was reaffirmed by replacing conventional grinding methods with advanced technologies, significantly reducing process cycle times and enhancing operational safety as exemplified by the ongoing Project “All Out”. Our flagship ESG initiative, project JAL, has drastically reduced Effluent Treatment Plant load, specific water consumption, and groundwater intake, alongside lowering water treatment costs. Through our Clean to Green initiative and 4R activities, we have significantly reduced hazardous waste like washing solvents across all factories. Customer satisfaction remains paramount, leading to the launch of the T-24 initiative, ensuring customer complaint resolution within 24 hours by the nearest quality personnel. We have transitioned to alternative green fuels, including bio-briquettes and biomass sources replacing conventional fuels to reduce greenhouse gas emissions and enhance sustainability. Today almost all our manufacturing units are running on solar power. The Sanchayan project has been a gamechanger, maximizing yield and minimizing losses. It is now expanding to include subsidiaries, broadening its positive impact. Berger has set a new sustainability benchmark in the Indian Paint Industry with the introduction of a revolutionary Green STP at our plant, requiring zero electrical power, chemicals, or human intervention, at no additional cost. Our legacy of trust and ongoing innovation propels us towards a future of continued success and leadership.

Focus and Outlook for 2024-25

The Indian economy is navigating the drag from an adverse global macroeconomic and financial environment. Real GDP growth is robust on the back of solid investment demand which is supported by healthy balance sheets of banks and corporates, the government''s focus on capital expenditure and prudent monetary, regulatory and fiscal policies. As headline inflation eases towards the target, it will spur consumption demand especially in rural areas.

Digital payments would be shaped through the pillars of integrity, inclusion, innovation, institutionalisation and internationalisation. India is poised to actively contribute to the sharing of knowledge regarding Digital Public Infrastructures, facilitating the creation of similar frameworks in other emerging nations. Furthermore, forward looking initiatives such as the establishment of a cloud facility for the Indian financial sector and the creation of a FinTech repository are expected to enhance operational efficiency, reduce complexity and promote financial innovations.

The domestic economy exhibited growth in 2023-24, underpinned by strong investment activities, amidst subdued external demand. The GDP growth stood at 7.6%. The GDP growth constituted of investment growth of 10% and a muted consumption growth of 4%. Generally, the paint and coatings industry''s volume growth is 1.5 to 2% of the consumption growth in India. Going by this logic, the paint and coatings industry’s volume growth should have been 8% whereas we have grown by 12%. However, the value growth was lower by 6% due to price drop and product mix change. The Company gained market share in the listed space in India by 0.5% during FY 2023-24 and the same stood at 19.7%.

The growth outlook remains buoyant, given the government''s sustained focus on capital expenditure while maintaining fiscal consolidation. Strong corporate balance sheets, rising capacity utilisation, double digit credit growth, healthy financial sector, and the ongoing disinflation are likely to be other growth levers. Lingering geopolitical tensions, geo-economic fragmentation and adverse climate shocks impart downside risks to the outlook.

India’s construction sector, currently ranking as the world’s third largest, posted strong growth in 2023-24. Steel consumption and cement production expanded by 11.9% and 9.1% respectively, in 2023-24. Pent-up demand and robust consumer sentiment for home ownership seen since the pandemic, maintained momentum in 2023-24.

Projects

Odisha Industrial Infrastructure Development Corporation (Government of Odisha Undertaking) has allotted a piece of land measuring about 80 acres in mouza Kalibeti under Khurdha Tahasil in the District of Khurdha, Odisha for setting up a manufacturing unit by the Company for paints, intermediates and allied products with annual capacity of approximately 4,10,000 KL/MT. The Company plans to put up a modern technology - based environmentally sustainable unit for manufacture of paints, coatings, construction chemicals, intermediates including emulsions, resins and related products in the land allotted.

The Company has acquired 29.907 acres of land at Panagarh Industrial Park, Paschim Bardhaman District, West Bengal for the purpose of setting up a construction chemical plant, putty plant and also a resin manufacturing unit. This plant is expected to be commissioned by the end of 2025 subject to receipt of requisite approvals from the government, regulatory bodies.

Opportunities and Threats

The Paint and coatings industry in India has experienced fast growing consumer demand. With a hike in per capita income, a few big players have decided to explore the paint and coatings business. A post pandemic boom of investments and infrastructure development has resulted in a demand spike from the real estate sector which roughly accounts for about 70% of the total coating demand in India.

The demand from real estate is expected to be robust in 2024-25 on expectations of significant project completions and increased government spending on affordable housing and infrastructure. With the promises made by the government under the PM Awas Yojana in addition to 40 million houses already under construction, the demand for paint and coatings would only gain momentum, encouraging new players to bait on the sector.

Demand for repainting, which accounts for 80% of the total decorative paint demand, is also expected to pick up due to factors such as growing population, increased rental homes, and growth in the income levels of consumers.

Given India’s strong economic fundamentals, future growth potential, and zeal for ‘Make in India’ the Indian paint industry is poised for a colourful future. Digital transformation initiatives, AI driven applications, focus on ‘Reimagining’ or adopting a fresh and innovative approach for sustainable growth are key trust areas for India’s paint and coatings industry.

The threat caused due to COVID-19 pandemic are still in our memories and the continuing conflict in eastern Europe and a part of middle east adds to the anxiety and uncertainty. With the paint and coatings industry doing well, the competition is expected to be stiffer with a number of business conglomerates planning to enter this sector. Moreover, the growth of this industry largely depends on the growth of real estate in the constructive industry as also the repainting cycle. Berger is well positioned to handle competition with its innovative mindset, digital interventions including AI, skilled workforce, scientific, training modules, planning ahead of time, ably supported by government policies and continued stress on sustainability initiatives.

With massive capex investments planned, coupled with green field and brown field projects, capacity expansion with continued stress on sustainability initiatives, the paint industry as a whole is expected to grow inspite of challenges.

Risks and Concerns

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: https://www.bergerpaints.com/about-us/policies/risk-management-materiality-policy.

The last five years has seen many uncertainties and challenges with the war in Europe still continuing and the people of the world coming to terms with the disruptions caused due to the COVID-19 pandemic. The global inflation fell to 6.8% in 2023 from 8.7%

in 2022 but still remained at its highest level in over two decades with inflation in respect of core items and services being on the higher side which meant that intricate planning had to be made and executed at each stage of business so that the growth remains unaffected.

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 new entrants knocking at the door.

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

Internal Control Systems and their Adequacy

The Internal Control Systems of the Company are robust and commensurate with the nature, size and complexity of its business. Well-designed internal financial control measures as laid down and adopted continue to be followed by the Company. Policies and procedures, as approved by the Board have been adopted by the Management of the Company for ensuring orderly and efficient conduct of its business, including adherence to the 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, 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 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 violations 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 59.73% change in Company''s Standalone Interest Coverage Ratio as well as 58.64% change in

Company''s Consolidated Interest Coverage Ratio on account of reduction in finance cost.

@There was a 32.83% change in Company''s Standalone Current Ratio as well as 30.71% change in Company''s Consolidated Current Ratio on account of decrease in current liabilities in current financial year as compared to previous financial year due to decrease in short term borrowings.

#There was a 52% change in Company''s Standalone Debt Equity Ratio as well as 46.15% change in Company''s Consolidated Debt Equity Ratio on account of decrease in borrowings in current financial year as compared to previous financial year.

## There was a 28.38% change in Company''s Consolidated Net Profit Margin on account of increase in net profit. **There was a 6.18% change in Company''s Standalone Return on Net Worth as well as 15.93% change in Company''s Consolidated Return on Net Worth on account of increase in average total equity.

Adequacy of Internal Financial Controls Related to Financial Statements

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.

Employee Stock Option Scheme

Your Company had earlier re-introduced the ESOP Scheme, aligned with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in the year 2016 in accordance with the approval of the members granted at the Annual General Meeting held on 3rd August, 2016, to reward eligible employees.

In accordance with the aforesaid scheme of 2016, the Compensation and Nomination and Remuneration Committee has granted 1,24,249 options on 8th November, 2023 to 283 eligible employees including the following Key Managerial Personnel: -

The Compensation and Nomination and Remuneration Committee has also allotted during the year 89, 067 equity shares of ''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 was made on 18th December, 2023 (36,858 equity shares), on 31st January, 2024 (25,884 equity shares) and on 18th March, 2024 (26,325 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.

Human Resources

At Berger Paints, our employees are the bedrock of our success. They are the embodiment of our legacy of trust and the driving force behind our commitment to innovation.

Our legacy of trust is built on a foundation of our culture pillars and core values of accountability, customer orientation, ethics, integrity, trust and respect. At Berger, we strive to create an environment where our employees feel valued, supported and empowered to reach their full potential.

We are committed to nurturing talent and ensuring seamless leadership transitions to drive our future success. In the fiscal year 2023-24, we have intensified our focus on building capability and succession planning, recognizing that our people are our most valuable asset.

At Berger, we develop talent through structured and immersive learning journeys for building and enhancing leadership capabilities for Dronacharyas and TopGuns. ‘Dronacharyas'' comprising General Managers, Associate Vice Presidents, Senior Vice Presidents, Vice Presidents, are led by the Managing Director and CEO as a forum for mentoring and developing our TopGuns (Key Talents). The ‘Line Manager Capability'' programme has been developed for employees in the managerial cadre and aim at enhancing their functional understanding of Berger''s way of leading teams. We continue to explore newer channels of learning with platforms like LinkedIn Learning, UpGrad and CoursePlay. We have seen a shift in consumption of learning which is now byte sized modules consumed on the go. Our campus engagement focuses on strengthening ties with top universities across the country with an aim to cultivate future talent. Our internship and graduate programmes like sales training programme, summer internship programme, (IGNITE), future leaders'' acceleration and management excellence (FLAME) for management trainees aim to build a strong leadership pipeline and offer students practical experience, allowing them to apply their academic knowledge in a real-world setting. Interns and trainees are paired with mentors who guide them through their projects and help them develop their skills.

As a part of digital transformation, we have integrated our DarwinBox HRMS and digitalized the entire employee lifecycle management along with all other employee processes. During the financial year 2023-24, we have placed a strong emphasis on employee engagement, recognising its critical role in fostering a motivated, committed, and high performing workforce. Our Managing Director and CEO conducts annual town halls to discuss Company performance, share strategic updates, and answer employee questions. We have also introduced spotlight awards to highlight the top sales incentive earners in retail sales function. Our long service awards recognize and honour employee’s dedication and loyalty to the organization, celebrating their significant contributions over 15, 20 and 25 years. The annual employee engagement survey to assess and measure the overall level of engagement, satisfaction, and motivation among employees within the organization not only gathers feedback directly from employees but also helps organization in informed strategic decision making, human resources policies and organizational initiatives to better align with employee needs and expectations.

At Berger, we strive to promote diversity and inclusion. Our ‘Stree Shakti'' initiative has been a success story all along. We practise implementing fair and unbiased recruitment and promotion processes. We regularly assess and address any potential biases in policies and practices.

We are excited about the journey ahead and are confident that with our dedicated and talented team, we will continue to shine brightly, setting new standards of excellence in the industry. Together, we are not just preserving a legacy - we are building a future.

The overall Industrial Relations climate continued to remain harmonious and peaceful during the year. The number of employees as on 31st March, 2024 was 4,445 (31st March, 2023 - 4,088). The Industrial Relations were generally satisfactory during the financial year.

Transfer of Shares to the Investor Education and Protection Fund

The Ministry of Corporate Affairs (MCA) vide notification no. S.O.2866 (E) dated 5th September, 2016 enforced Sections 124(6) and 125 of the Companies Act, 2013 (hereinafter “the Act”) read with the Investor Education and Protection Fund [IEPF] (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), which require companies to transfer the underlying shares to the IEPF, in respect of which the dividends have remained unclaimed for a consecutive period of seven years. Accordingly, during the year under review, on 29th April, 2023, and on 9th November, 2023, the company had transferred 1,94,746 equity shares and 1,09,860 equity shares respectively, totalling 3,04,606 equity shares to the IEPF. Additionally, 12,31,402 bonus shares were also transferred to the IEPF totalling 15,36,008 equity shares.

Prevention of Sexual Harassment

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

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

During the year under review, one complaint relating to Sexual Harassment was received and investigated. The complaint has been closed and necessary action has been taken by 31st March, 2024.

Subsidiaries and Joint Ventures

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

The following companies are wholly-owned subsidiaries of the Company''s above named subsidiaries: - (i) Bolix S.A., Poland - wholly-owned subsidiary of Lusako Trading; (ii) Berger Paints Overseas Limited (“BPOL”), Russia - wholly-owned subsidiary of Berger Cyprus. Bolix S.A., Poland has 4 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”).

Surefire Management Services Ltd., UK (“SMS”), was a joint venture of Bolix S.A., Poland with Green Dynamo Ltd., U.K. Details in respect of SMS are provided in Part B of AOC-1 forming a part of the Financial Statements as on 31st March, 2024. 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 ''34.86 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 ''442.35 Crore during the year under review. During the year under review, BJN-Nepal showed good performance with a revenue from operations of ''205.12 Crore.

SBL Specialty Coatings Private Limited (earlier known as Saboo Coatings Private Limited) continued to perform well with a revenue from operations of ''176.04 Crore during the year 2023-2024.

The consolidated revenue from operations of Berger Paints (Cyprus) Limited and its subsidiary Berger Paints Overseas Limited (“BPOL”) was ''17.74 Crore.

Berger Rock Paints Private Limited (“Berger Rock”), recorded revenue from operations of ''31.26 Crore during the year ended 31st March, 2024.

Berger Hesse Wood Coatings Private Limited (“BHWCPL”) (earlier known as Saboo Hesse Wood Coatings Private Limited) recorded revenue from operations of ''23.05 Crore during the year ended 31st March, 2024.

STP Limited recorded revenue from operations of ''362.74 Crore during the year ended 31st March, 2024.

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 ''266.22 Crore.

Berger Nippon Paint Automotive Coatings Private Limited (“BNPA”), the Company''s joint venture with Issac Newton Corporation, posted revenue from operations of ''341.55 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “Listing Regulations”), a material subsidiary in a year shall be a subsidiary whose income or net worth exceeds 10% of the consolidated income or net worth respectively of the Company and its subsidiaries, in the immediately preceding accounting year. At present, there is no such material subsidiary of the Company within the meaning of the above Regulation.

Consolidated Financial Statements

The duly audited Consolidated Financial Statements as required under the Indian Accounting Standard 110, provisions of Regulation 33 of the Listing Regulations and Section 136 of the Companies Act, 2013 have been prepared after considering the audited financial statements of your Company''s subsidiaries and appear in the Annual Report of the Company for the year 2023-24.

Corporate Governance

Your Company re-affirms its commitment to the standards of Corporate Governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with the relevant provisions 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 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 15th May, 2024 appointed Messrs Anjan Kumar Roy & Co., Company Secretaries (FCS-5684/CP No.4557) as the Secretarial Auditor to conduct audit of the secretarial records for the financial year 2024-25, and to submit the Secretarial Audit Report.

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

Compliance with the Secretarial Standards on Board and General Meetings

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

Technology Agreements

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

Fixed Deposit

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).

Weblink of Annual Return

The draft Annual Return (e-form MGT-7) for the financial year ended 31st March, 2024 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 100th Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder and a copy of the same shall be placed on the website of the Company.

Business Responsibility and Sustainibility Report

SEBI has made it mandatory to publish a Business Responsibility and Sustainability Report (BRSR) by the top 1000 listed companies based on market capitalisation 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 2022-23. SEBI vide circular dated 12th July, 2023 has updated the format for Business Responsibility and Sustainability Report, where it introduced BRSR Core for assurance by top 150 listed entities based on market capitalisation. 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.

Particulars of Employees

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

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 and CEO and Whole-time Directors of the Company have not received any remuneration or commission from any of the subsidiary companies.

Directors’ Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2024 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 Indian accounting standards have been followed and wherever required, proper explanations relating to material departures have been given,

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

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

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

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

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

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

The Company 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, 2024.

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

Qualification or Reservations in the Statutory and Secretarial Audit Reports

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

Share Capital

The Authorised Share Capital of your Company as on 31st March, 2024 stood at ''120,00,00,000 divided into 120,00,00,000 equity shares of ''1/- each. The Issued Share Capital of your Company is ''1,16,58,87,529 divided into 1,16,58,87,529 equity shares of ''1/- each and the subscribed and paid-up capital is ''116,57,96,049 divided into 116,57,96,049 equity shares of ''1/- each fully paid-up. The subscribed and paid-up equity share capital as on 31st March, 2024 consists of bonus issue of 19,42,84,497 equity shares and 89,067 equity shares allotted under ESOP scheme of the Company.

Issue of Bonus Shares

The Board of Directors at its meeting held on 9th August, 2023, decided to obtain consent of the shareholders through Postal Ballot under Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and relevant circulars as issued by the Ministry of Corporate Affairs from time-to-time, in respect of the Special Resolution for issue of fully paid up bonus shares to the eligible shareholders of the Company in the proportion of 1:5 i.e., One (1) new fully paid-up equity share of ''1/- (One) each for every Five (5) existing equity share(s) of ''1/- (One) by capitalizing the sum standing to the credit of ‘Securities Premium Account'' of the Company, as per the audited financial statements of the Company for the financial year ended March 31,2022. The shareholders approved the issue of bonus shares in the proportion of 1:5 through postal ballot, result of which was declared on 8th September, 2023. Pursuant to approval of the shareholders, the Company on 25th September, 2023 had allotted 19,42,84,497 bonus shares of ''1/- (One) each (fully paid up) in the proportion of 1:5 to the eligible shareholders whose names appeared in the Register of Members as on 23rd September, 2023, being the record date fixed for this purpose. Following completion of all necessary formalities, the aforesaid bonus equity shares were credited to eligible shareholders account on 5th October, 2023. As a result of the bonus issue, the paid-up capital of the Company increased to ''116,57,06,982 consisting of 116,57,06,982 equity shares of ''1/- each from 97,14,22,485 equity shares of ''1/- each.

Credit Rating

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

Loans, Commitments and Contingencies, Investments

Particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statements (please refer Note Nos. 9 and 18 of the Standalone Financial statements).

Related Party Transactions

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 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/policies/policy-materiality-related-party-transactions-and-dealing-related-party. The Company has also developed a Related Party Transactions (‘RPTs'') Manual and Standard Operating Procedures to identify and monitor RPTs and is in the process of adopting digitalisation in the matter of capturing RPTs.

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 abiding by Transfer Pricing norms.

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.

Policy to Determine Material Events

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

Policy for Preservation of Documents

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

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

Significant Changes

During the financial year 2023-24, 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, 2024 and the date of this Report.

Dividend

The total comprehensive income of the Company is ''1015.19 Crore for the year 2023-24.

Your Directors have recommended a dividend of ''3.50 per equity share of '' 1/- each for the financial year ended 31st March, 2024. Dividend is subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend, if approved, will

absorb an amount of '' 408.03 Crore (compared to ''310.86 Crore in the previous year), based on the current paid-up capital of the Company. The dividend will be paid to those members holding shares in the physical mode whose names appear in the Register of Members as on 12th August, 2024 and for shares held in electronic form, to those whose names appear in the list of beneficial holders furnished by respective Depositories as at the end of business hours on 5th August, 2024.

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2024.

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/policies/dividend-distribution-policy.

In terms of the provisions of Section 124 of the Act, your Company has transferred an amount of ''31,63,404 for 2015-16 (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, 2016 (Interim).

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

Conservation of Energy & Technology Absorption

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

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings and Outgo of the Company are ''4.35 Crore and ''1145.29 Crore respectively. Primarily, earnings were from exports and consultancy services and outgo was towards import payments.

Statement of Evaluation of Board of Directors and Committees thereof

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

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

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

In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, your Company has carried out an Online Performance Evaluation process for the Board/Committees of the Board/Individual Directors including the Chairman of the Board of Directors for the financial year ended 31st March, 2024. 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.

This year also, the outcome of such Performance Evaluation exercise was discussed at a separate meeting of the Independent Directors held on 6th February, 2024 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 6th February, 2024.

After completion of online evaluation process, the Board of Directors at its Meeting held on 6th February, 2024, 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.

Significant and Material Order passed by Regulators or Courts or Tribunals impacting the going Concern Status and Operations of the Company

Pursuant to Section 134(3)(q) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, it is stated that no material order has been passed by any regulator, court or tribunal impacting the Company''s operations and its going concern status during the financial year 2023-24.

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

Board of Directors, Board Meetings and Key Managerial Personnel

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

Composition of Board

The Board comprises 11 Directors of which, 3 are Executive Directors (2 of whom are part of the promoter group), 2 are NonExecutive (both are part of the promoter group) and 6 are Non-Executive, Independent Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.

Meetings

During the year under review, a total of five Meetings of the Board of Directors of the Company were held, i.e., on 20th and 21st April, 2023, 15th May, 2023, 09th August, 2023, 02nd November, 2023, and 06th February, 2024. Also, the Board of Directors have passed 9 (nine) resolutions by circulation. Details of Board composition and Board Meetings held during the financial year 2023-2024 have been provided in the Corporate Governance Report - Annexure VIII which forms part of this Annual Report.

3) Mr Pulak Chandan Prasad*

4) Mr Anoop Hoon

5) Dr Anoop Kumar Mittal

6) Mr Gopal Krishna Pillai

7) Mr Subir Bose**

*Mr Pulak Chandan Prasad ceased to be Non-Executive, Independent Director on the Board of Directors of the Company upon completion of his term on 1st April, 2024.

** Mr Subir Bose was appointed as a Non-Executive, Independent, Additional director, w.e.f. 15th May, 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, 2024.

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

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

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

Committees of the Board

A. Audit Committee

The Board of Directors of your Company have 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 Pulak Chandan Prasad as a member of the Board of Directors with effect from 1st April, 2024. The details of the re-constitution of the Audit Committee are disclosed in the Corporate Governance Report which forms part of the Board''s Report (Annexure VIII). The terms of reference of the Audit Committee have been duly approved by the Board of Directors. The Board has accepted and implemented all recommendations of the Audit Committee.

Vigil Mechanism/Whistle Blower Policy

In terms of the provisions of Section 177 of the Act and the Rules framed therein read with Regulation 22 of the Listing Regulations, your Company has a Vigil Mechanism/Whistle Blower Policy in place for directors and employees of the Company through which genuine concern regarding various issues relating to inappropriate functioning of the organization can be raised. 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/policies/whistleblower-policy.

B. Corporate Social Responsibility Committee

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

Your Company has spent an amount of ''20.79 Crore during the financial year 2023-2024 as against its 2% obligation amounting to ''20.25 Crore, thereby exceeding its entire 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/policies/corporate-social-responsibility-policy.

The Company''s CSR activities majorly comprises iTrain programme aimed at skilling/upskilling painters. The programme is carried out from fixed iTrain centres spread across the country and mobile iTrain centres which visit far flung areas for imparting this skill development exercise. The Company had earlier entered into a Memorandum of Understanding with Smile Foundation, a reputed NGO for carrying out the CSR activities of the Company and the NGO is carrying out the CSR activities in a proper manner.

C. Compensation and Nomination and Remuneration Committee

The Company has reconstituted the Compensation and Nomination and Remuneration Committee due to the cessation of Mr Pulak Chandan Prasad as a member of the Board of Directors with effect from 1st April, 2024. The details of the re-constitution of the Compensation and Nomination and Remuneration Committee are disclosed in the Corporate Governance Report which forms part of the Board''s Report (Annexure VIII).

D. Shareholders’ Committees

The constitution of the Company''s Shareholders'' Committees is given in the Report on Corporate Governance Annexure VIII.

E. Business Process and Risk Management Committee

The constitution of the Company’s Business Process and Risk Management Committee is given in the Report on Corporate Governance - Annexure VIII.

F. Environmental, Social and Governance (ESG) Committee

The composition of the committee has not been mandated under any law, though going by the expectations of the investors the Committee was formed on 20th October 2022. The committee has been reconstituted due to the resignation of Mr Shrirang M Pangarkar, Group Head- Materials, and subsequent appointment of Mr A Chander as Head-Materials on 1st September, 2023. The details of the re-constitution of the Environmental, Social and Governance Committee are disclosed in the Corporate Governance Report which forms part of the Board''s Report (Annexure VIII).

Familiarisation Programme of Independent Directors

The Company believes that the best training is imparted when dealing with actual roles and responsibilities on the job. To this extent, the Company arranges detailed presentation by Business and Functional Heads on various aspects including the business environment, economy, performance of the Company, industry scenario, sales and marketing, production, raw materials, research and development, financial controls, the Company''s strategy, etc. Visits to factories, business units are also undertaken from time to time. Details of Familiarisation Programmes imparted during the year under review has been uploaded on the Company''s website and is available at the following weblink: https://www.bergerpaints.com/investors/download.

Information as to Remuneration of Directors and Employees

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

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

Note: * Mr Pulak Chandan Prasad ceased to be Non-Executive, Independent Director on the Board of Directors of the Company upon completion of his term on 1st April, 2024.

** Mr Kaushik Ghosh was appointed as the Chief Financial Officer w.e.f. 12th January, 2023. For financial year 2022-23, his remuneration from 12th January, 2023 to 31st March, 2023 was considered. For financial year 2023-24, remuneration for full year, from 1st April, 2023 to 31st March, 2024 is considered.

*** Mr Subir Bose was appointed as a Non-Executive, Independent, Additional director, w.e.f. 15th May, 2024.

# Remuneration does not include value of ESOPs granted.

Note: The median employee remuneration for 2023-24 is: '' 9,00,004 p.a.

2) Percentage (%) increase in remuneration during the financial year 2023-24: Please see (1) above.

3) Percentage (%) increase in the median remuneration of employees during the financial year 2023-24: 15.6%

4) Number of permanent employees on the rolls of the Company as on 31st March, 2024: 4445

5) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - The average percentile increase in salaries of employees was 14.1% as compared to an average percentile increase of 16.56% of managerial remuneration. The increase in managerial remuneration is based on growth criteria.

6) Pursuant to the requirement of Section 197(14) of the Act, the following disclosure is made in respect to remuneration received by the Whole time Directors:

Affirmation

It is hereby affirmed by the Chairman of the Company that the remuneration paid to all the employees, Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 are as per the Remuneration Policy framed by the Compensation and Nomination and Remuneration Committee of the Company.

Listing with Stock Exchanges

Your Company is listed with National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited and has paid the listing fees to each of the Exchanges. Your Company''s short term debt instruments (Commercial Papers) were listed with National Stock Exchange of India Limited as was required vide - SEBI Circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated 22nd October, 2019 w.e.f. 24th December, 2019. The addresses of these Stock Exchanges and other information for shareholders are given in this Annual Report.

Cost Auditors

The Board of Directors at its Meeting held on 15th May, 2023 re-appointed M/s N Radhakrishnan & Co. (Firm Registration No.000056), 11A, Dover Lane, Flat B1/34, Kolkata - 700029, for conducting audit of the cost records maintained under Section 148(1) of the Act for the Company''s factories situated at Howrah, Rishra, Goa, Puducherry, Jejuri and Naltali for the financial year 2023-24. M/s Shome & Banerjee (Firm Registration No. 000001), 2nd Floor, 5A Narulla Doctor Lane, West Range, Kolkata - 700017, have been entrusted with the responsibility of conducting cost audit of the cost records maintained under Section 148(1) of the Act for the Company''s factory situated at Jammu and Sandila and the factories of British Paints division located at Sikandrabad and Hindupur for the financial year 2023-24.

The cost audit report for the financial year 2022-23 was filed with the Ministry of Corporate Affairs on 11th October, 2023.

Statutory Auditor

The Statutory Auditor, Messrs S. R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/E300005) was re-appointed pursuant to the provisions of Sections 139, 142 of the Act and the Rules made thereunder from the conclusion of the 96th Annual General Meeting upto the conclusion of the 101st Annual General Meeting of the Company at the Annual General Meeting held on 25th September, 2020. Accordingly, they would continue as the Statutory Auditor for the financial year 2024-25.

Cautionary Statement

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

Appreciation

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

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