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Director's Report


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Asian Paints Ltd
Paints / Varnishes
BSE Code 500820 ISIN Demat INE021A01026 Book Value 216.66 NSE Symbol ASIANPAINT Div & Yield % 1.01 Market Cap ( Cr.) 262,220.70 P/E 59.99 EPS 45.57 Face Value 1

Dear Members, the Board of Directors are pleased to present the 80th integrated Annual Report of Asian Paints Limited ("the Company") together with the audited financial statements for the financial year ended 31st March 2026.

Financial Results and State of Company Affairs

The Company's financial performance (standalone and consolidated) for the financial year ended 31st March 2026 is summarised below:

(? in Crores)

Standalone

Consolidated

Particulars

2025-26

2024-252

Growth (%)

2025-26

2024-25

Growth (%)

Revenue from operations

30,769.48

29,552.65

4.10

35,583.54

33,905.62

4.95

Earnings before Interest, Taxes, Depreciation, and Amortisation

7,113.13

6,326.85

12.40

7,419.72

6,578.82

12.78

Less: Finance Costs

127.35

143.77

195.41

227.02

Less: Depreciation and Amortisation Expense

1,085.65

901.85

1,228.85

1,026.34

Profit before share of profit in associates, exceptional items and tax

5,900.13

5,281.23

11.70

5,995.46

5,325.46

12.58

Share of profit in associates

-

-

165.59

140.71

Profit before exceptional items and tax

5,900.13

5,281.23

11.70

6,161.05

5,466.17

12.71

Exceptional items3 & 4

166.53

379.63

157.61

363.10

Profit before Tax

5,733.60

4,901.60

17.00

6,003.44

5,103.07

17.64

Less: Tax Expense

1,489.43

1,313.53

1,608.75

1,393.36

Profit for the period

4,244.17

3,588.07

18.30

4,394.69

3,709.71

18.46

Other Comprehensive income (net of tax)

(45.92)

233.50

(27.36)

114.56

Total Comprehensive Income

4,198.25

3,821.57

9.90

4,367.33

3,824.27

14.20

Attributable to:

Shareholders of the Company

4,198.25

3,821.57

9.90

4,291.52

3,820.48

12.33

Non-Controlling interest

-

-

75.81

3.79

Opening balance in Retained Earnings1

14,309.56

13,829.85

14,574.95

14,018.63

Profit to shareholders of the Company and Remeasurement of the defined benefit plans for the period

4,226.82

3,588.42

4,306.49

3,665.03

Amount available for Appropriation1

18,536.38

17,418.27

18,881.44

17,683.66

Less: Dividend

2,402.87

3,107.91

2,402.87

3,107.91

Less: ESOP exercised during the year

-

0.80

-

0.80

Add: Effects of stake acquired from non-controlling interest

-

-

188.00

-

Add: Transfer to Retained Earnings from Equity instruments through OCI on sale of equity shares of Akzo Nobel India Limited

396.24

396.24

Closing balance in Retained Earnings1

16,529.75

14,309.56

17,062.81

14,574.95

1. Includes re-measurement of defined benefit plans.

2. Figures for the financial year 2024-25 have been restated to give impact of amalgamation of Asian Paints (Polymers) Private Limited, a wholly owned subsidiary of the Company, with the Company, with effect from 31st March 2026. There is no material impact on the financials.

3. For Standalone financial results, exceptional items for the financial year 2025-26 consists of impairment loss towards investment in Obgenix Software Private Limited (popularly known by the brand name "White Teak"), a wholly owned subsidiary of the Company, of Rs. 105.37 crores and impact of new labour code of Rs. 60.59 crores. Exceptional items for the financial year 2024-25 consists of impairment loss towards investment in White Teak and Weatherseal Fenestration Private Limited ("Weatherseal"), a subsidiary of the Company, of Rs. 188.88 crores and Rs. 12.96 crores, respectively and fair valuation loss towards derivative contract for future stake purchase in White Teak and Weatherseal of Rs. 167.76 crores and Rs. 10.03 crores, respectively.

4. For Consolidated financial results, exceptional items for the financial year 2025-26 consists of impairment loss towards Intangibles pertaining to White Teak of Rs. 93.87 crores and impact of new labour code of Rs. 63.74 crores. Exceptional items for the financial year 2024-25 consists of Exchange loss on devaluation of Ethiopian Currency of Rs. 56.14 crores, impairment loss towards 'goodwill on consolidation' and 'intangibles' in Causeway Paints Lanka (Pvt) Ltd, a step-down subsidiary of the Company, and White Teak of Rs. 21.47 crores and Rs. 201.78 crores, respectively and loss of Rs. 83.71 crores on divestment of stake in PT Asian Paints Indonesia and PT Asian Paints Color Indonesia by Asian Paints International Private Limited, Singapore, a wholly owned subsidiary of the Company.

During the year, there was no change in the nature of the Company's business.

Confirmations:

a. There were no revisions to the financial statements and the Board's Report of the Company during the year; and

b. There have been no material changes and commitments that affect the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this Report.

Financial Saliency

The Company's principal sources of liquidity are cash and cash equivalents, liquid investments, and the cash flow that the Company generates from its operations.

The Company has long-term borrowings of ' 805.42 crores as on 31st March 2026, arising pursuant to the amalgamation of Asian Paints (Polymers) Private Limited, a wholly owned subsidiary of the Company, with the Company. in addition, the Company has availed short-term facilities, both fund and non-fund based, for managing working capital requirements and other business purposes, including cash credit facilities, bank guarantees and letters of credit.

The Company continues to maintain a strong financial position, with sufficient cash balances and robust operating cash flows, which are adequate to meet its strategic and operational requirements as well as its debt servicing obligations, in the normal course of business.

Cash and cash equivalents and other balances with Banks (excluding earmarked balances), current/non-current term deposits as disclosed in other financial assets, investments in debentures or bonds (including interest accrued on the same) and mutual funds on a standalone basis as on 31st March 2026, stood at 7 9,014.60 crores as against 7 4,533.55 crores in the previous financial year. Cash and investments, on both standalone and consolidated basis, include deposits with banks and financial institutions with high credit ratings by international and domestic credit rating agencies. As a result, liquidity risk towards such balances is limited. The ratings are monitored periodically.

The Company's working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories, and other parameters.

Capital Expenditure

During the year, the Company, on a standalone basis, spent 7 1,177.99 crores towards capital expenditure against Rs. 1,467.19 crores in the previous financial year.

This mainly comprises of spends for capacity expansion for paint business, regular capital expenditure at various plant locations and other Company offices/warehouses, technological advancements, safety and ESG expenditure, backward integration projects, and general maintenance.

Proposed paint plant in the state of Madhya Pradesh

The Company had announced its proposal to set up a water-based paint manufacturing facility in the State of Madhya Pradesh with a proposed capacity of 4 lakh KL per annum and an estimated investment of 2,000 crores.

The operations at the proposed facility would commence within three years from the date of receipt of Environmental Clearance for setting up of the manufacturing facility by the Company.

Setting up of second paint manufacturing facility in United Arab Emirates

During the year, Berger Paints Emirates Ltd Co (L.L.C), UAE,

a step-down subsidiary of Asian Paints international Private Limited, Singapore, a wholly owned subsidiary of the Company, initiated the process for setting up its second paint manufacturing facility in the United Arab Emirates with an estimated investment of AED 140 million (~? 340 crores) with an initial capacity of 55,800 KL per annum. The proposed facility is planned within the Khalifa Economic Zones Abu Dhabi, Abu Dhabi, UAE.

Transfer to Reserves

During the year, no amount was transferred to any of the reserves by the Company.

Dividend

The Board of Directors have recommended the final dividend of 7 23 (2300%) per equity share of face value of 7 1 each fully paid-up for the financial year 2025-26, subject to the approval of the shareholders of the Company at the ensuing 80th Annual General Meeting ("AGM"). The record date for determining entitlement to the final dividend is 23rd June 2026. If approved, the final dividend will be paid on or after 13th July 2026.

During the year, the Company declared and paid an interim dividend of Rs. 4.50 (450%) per equity share on and after 27th November 2025.

Accordingly, the total dividend for the financial year 2025-26, including the proposed final dividend, aggregates to Rs. 27.50 per equity share and would entail a total cash outflow of Rs. 2,637.81 crores. The dividend payout ratio continues to be at 60% of the standalone profit after tax, for both the financial years 2024-25 and 2025-26. Dividends are taxable in the hands of the shareholders and are paid after deduction of tax at source ("TDS"), as applicable, in accordance with the Income Tax Act, 2025.

Details of the dividend paid by the Company during the financial year 2025-26 are stated below:

(' in Crores)

Particulars

Gross amount of dividend

TDS amount

Net amount of dividend

Final Dividend FY 2024-25

1,971.21

185.70

1,785.51

Interim Dividend FY 2025-26

431.66

40.94

390.72

Total

2,402.87

226.64

2,176.23

The aforesaid dividends are being paid by the Company from its profits for the respective financial years.

The dividends paid and recommended by the Board of Directors for the financial year 2025-26 are in accordance with the Dividend Distribution Policy of the Company as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), which is available on the Company's website at https://www. asianpaints.com/DDPolicy.html.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as per Regulation 34 read with Schedule V of the Listing Regulations, forms an integral part of this Integrated Annual Report. The Management Discussion and Analysis Report provides, inter alia, an overview of the macro-economic landscape, business performance, risk management, supply chain, internal control system, and the outlook for the period ahead.

Asian Paints Group

As on 31st March 2026, the Company has twenty-four subsidiary companies (Nineteen international subsidiary companies), and two joint venture companies. There was no change in the nature of the business of the subsidiary and joint venture companies during the year.

International Business

Outside India, the Company has operations in 13 countries across four regions of the world - Asia (Bangladesh,

Nepal, and Sri Lanka), the Middle East (Oman, Bahrain,

United Arab Emirates ("UAE"), and Qatar), Africa (Egypt and Ethiopia), and South Pacific (Fiji, Solomon Islands, Samoa, and Vanuatu).

Financial Performance

A list of subsidiaries/joint ventures is provided as part of the notes to Consolidated Financial Statements ("CFS"). The financial performance of the Company's select entities for the financial year 2025-26 is provided below:

i. Asian Paints International Private Limited

Asian Paints International Private Limited ("API PL"), Singapore, is a wholly owned subsidiary of the Company and the holding company for overseas operations except Asian Paints (Nepal) Private Limited, Nepal and Asian White Cement Holding Limited, UAE.

APIPL's principal activity is investment holding and management.

On a consolidated basis, revenue of APIPL for the financial year 2025-26 was Rs. 2,945.63 crores with a net profit of Rs. 129.38 crores.

ii. Asian Paints (Nepal) Private Limited

Asian Paints (Nepal) Private Limited ("AP Nepal"),

Nepal, is a subsidiary of the Company. Its principal business is manufacturing and selling of paint products in Nepal.

Revenue of AP Nepal for the financial year 2025-26 was Rs. 394.12 crores with a net profit of Rs. 57.62 crores.

iii. Asian White Cement Holding Limited

Asian White Cement Holding Limited ("AWCHL"),

UAE, is a subsidiary of the Company. AWCHL operates through its wholly owned subsidiary company, Asian White Inc. FZE ("AWI"), in Fujairah Free Zone, UAE, and carries out the business of manufacturing and exporting white cement and white cement clinkers.

During the year, AWI has commenced commercial production at its manufacturing facility in Fujairah Free Zone, UAE.

The revenue of AWCHL for the financial year 2025-26 was ' 32.59 crores with a net loss of ' 43.33 crores.

iv. Obgenix Software Private Limited

Obgenix Software Private Limited (popularly known by the brand name "White Teak") is a wholly owned subsidiary of the Company, engaged in the business of decorative lighting products, fans, and other decor accessories.

Revenue of White Teak for the financial year 2025-26 was Rs. 99.24 crores with a net loss of Rs. 55.59 crores.

v. Weatherseal Fenestration Private Limited

Weatherseal Fenestration Private Limited ("Weatherseal") is a subsidiary of the Company, engaged in the business of uPVC and system aluminium windows and doors segment.

Revenue of Weatherseal for the financial year 2025-26 was Rs. 74.74 crores with a net loss of Rs. 23.24 crores.

vi. Harind Chemicals and Pharmaceuticals Private Limited

Harind Chemicals and Pharmaceuticals Private Limited ("Harind") is a subsidiary of the Company and is engaged in the business of nanotechnology-based research, manufacturing, and sale of a range of additives and specialised coatings.

Revenue of Harind for the financial year 2025-26 was Rs. 46.45 crores with a net profit of Rs. 11.32 crores.

vii. Asian Paints PPG Private Limited

Asian Paints PPG Private Limited ("APPPG") is a joint venture company between the Company and PPG Group, USA. APPPG is engaged in the business of manufacturing, selling, and distribution of protective coatings, powder coatings, road markings, and providing related services.

Revenue of APPPG for the financial year 2025-26 was Rs. 1,333.90 crores with a net profit of Rs. 78.29 crores.

viii. PPG Asian Paints Private Limited

PPG Asian Paints Private Limited ("PPGAP") is a joint venture company between the Company and PPG Group, USA. PPGAP is engaged in the business of manufacturing, selling, and distribution of paints and coatings for automotive, original equipment manufacturers, packaging, refinishing, marine, and other industries.

On a consolidated basis, the revenue of PPGAP for the financial year 2025-26 was Rs. 2,468.24 crores with a net profit of Rs. 331.18 crores.

During the year, PPGAP paid final dividend of

f 42.78 crores for the financial year 2024-25 and interim dividend of Rs. 72.72 crores for the financial

year 2025-26 to the Company.

A separate statement containing the salient features of financial statements of subsidiaries, and joint ventures of the Company in the prescribed Form AOC-1 is annexed to CFS forming part of this Integrated Annual Report, in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder.

The Company does not have a material subsidiary as per the Listing Regulations. The Policy for determining material subsidiaries is available on the Company's website at https:// www.asianpaints.com/PolicvforMaterialSubsidiaries.html.

Key Developments within the Group

i. Scheme of Amalgamation of Asian Paints (Polymers) Private Limited with the Company

Asian Paints (Polymers) Private Limited ("APPPL"), a wholly owned subsidiary of the Company, was incorporated for the purpose of setting up an in-house manufacturing facility for manufacture of Vinyl Acetate Ethylene Emulsion ("VAE") and Vinyl Acetate Monomer ("VAM") in Dahej, Gujarat.

The in-house manufacturing is expected to enhance cost efficiencies and reduce dependence on imports.

The Board of Directors at their meeting held on 29th July 2025 approved the Scheme of Amalgamation of APPPL, a wholly owned subsidiary of the Company, with the Company ("the Scheme") with effect from the appointed date of 1st April 2025, subject to necessary statutory and regulatory approvals.

The Mumbai Bench of the Hon'ble National Company Law Tribunal vide its Order dated 10th March 2026 sanctioned the Scheme. Pursuant to necessary filings with the Registrar of Companies, Maharashtra at Mumbai, the Scheme became effective from 31st March 2026, and all the equity shares issued by APPPL stand cancelled and extinguished.

ii. Acquisition of remaining stake in Obgenix Software Private Limited

On 27th June 2025, the Company acquired the remaining stake of 40% of the equity share capital of Obgenix Software Private Limited (popularly known by the brand name "White Teak") from the promoters of White Teak for a consideration of Rs. 188 crores.

The Company now holds 100% of the equity share capital of White Teak. Consequently, it has become a wholly owned subsidiary of the Company with effect from the said date.

iii. Dilution of stake in Asian White Cement Holding Limited

Asian White Cement Holding Limited ("AWCHL"), UAE, a subsidiary of the Company, has in accordance with the Joint Venture Agreement issued and allotted 12,08,891 equity shares, representing 16.66% of the pre-issue paid-up share capital of AWCHL, as sweat equity to one of its other shareholders, on a non-cash basis.

Consequently, the Company's shareholding in AWCHL now stands at 60% from its earlier stake of 70%.

iv. Scheme of Amalgamation of Nova Surface-Care Centre Private Limited with Harind Chemicals and Pharmaceuticals Private Limited

During the year, the Board of Directors of Harind Chemicals and Pharmaceuticals Private Limited ("Harind"), a subsidiary of the Company and Nova Surface-Care Centre Private Limited ("Nova"), a wholly owned subsidiary of Harind, at their respective meetings held on 24th March 2026, approved the Scheme of Amalgamation of Nova with Harind, subject to necessary statutory and regulatory approvals.

Consolidated Financial Statements

The Consolidated Financial Statement provides the details of the performance and financial position of each subsidiary and joint venture companies and their contributions to the overall performance of the Company.

I n accordance with the provisions of the Act, Regulation 33 of the Listing Regulations, and applicable Indian Accounting Standards ("Ind AS"), the audited CFS of the Company for the financial year 2025-26, together with the Auditor's Report forms part of this Integrated Annual Report.

Pursuant to Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of each of the subsidiary companies, are available on the Company's website at https://www.asianDaints.comi/AnnualReDorts. html. Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS, may write to the Company Secretary at investor.relations@ asianpaints.com.

Renewal of Joint Venture Agreement with PPG Group, USA

The Company had entered into joint venture agreements with PPG Group, USA, for formation of 50:50 joint venture companies, PPG Asian Paints Private Limited ("PPGAP") and Asian Paints PPG Private Limited ("APPPG") ("Original JV Agreements").

During the year, the Company and the PPG Group executed Supplementary Joint Venture Agreements to the Original JV Agreements, inter alia, extending the partnership for a further period of 15 years. This renewal would enable PPGAP and APPPG to continue to serve the country's industrial, protective, marine, packaging, automotive and powder coatings customers with industry-leading solutions.

The changes made vide Supplementary Joint Venture Agreements are not material in nature, nor do they impact the management and control of the PPGAP and APPPG.

Directors and Key Managerial Personnel

Board of Directors

As on 31st March 2026, the Board of Directors comprised of twelve Directors, six of which are Independent Directors (including a woman Independent Director), five Non-Executive Directors (including two women Non-Executive Directors) [Promoter(s) & Promoter(s) Group], and a Managing Director & CEO.

During the year, there were no changes in the Directors of the Company, except for Mr. Ashish Choksi, who was appointed as a Non-Executive Director of the Company with effect from 1st April 2025.

The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

During the year, none of the Directors of the Company were appointed as Directors on the Board of the subsidiary companies.

Change in Directorate

i. Appointment of Mr. Sudhir Sitapati as an Additional and Independent Director of the Company

The Board of Directors of the Company, at their meeting held on 29th May 2026, in accordance with Sections 149, 150, 152, 161 read with Schedule IV and other applicable provisions, if any, of the Act and the

Listing Regulations and based on the recommendation of the Nomination and Remuneration Committee, have approved the appointment of Mr. Sudhir Sitapati (DIN: 09197063) as an Additional and Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from 29th May 2026 up to 28th May 2031, subject to the approval of the shareholders of the Company at the ensuing 80th AGM.

In the opinion of the Nomination & Remuneration Committee and Board of Directors of the Company,

Mr. Sudhir Sitapati is a person of integrity and brings with him substantial leadership experience in the consumer products sector, including in strategy, business transformation and brand-led growth, which will add tremendous value to the Board in exercising his role effectively. His experience, inter alia, in leading large consumer businesses would provide valuable perspective to the Board and the Company.

The Company has received from Mr. Sudhir Sitapati the requisite declarations and confirmations under the provisions of the Act and the SEBI Regulations, including confirmation with respect to his eligibility and independence, for the purpose of his appointment as an Independent Director of the Company.

Mr. Sudhir Sitapati is exempt from the requirement of undertaking the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs ("MCA").

ii. Re-appointment of Mr. Milind Sarwate as an Independent Director of the Company

The shareholders of the Company had appointed Mr. Milind Sarwate (DIN: 00109854) as an Independent Director to hold office for a term of five consecutive years up to 20th October 2026.

Based on the outcome of performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 29th May 2026, have approved the re-appointment of Mr. Milind Sarwate as an Independent Director for a second term of five consecutive years up to 20th October 2031, in accordance with Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Act and the Listing Regulations, subject to the approval of the shareholders of the Company at the ensuing 80th AGM.

In the opinion of the Nomination & Remuneration Committee and Board of Directors of the Company, considering Mr. Milind Sarwate's preparedness, participation, experience, contribution to the Board and Committee deliberations and the skill and expertise he brings to the Board, the re-appointment of Mr. Milind Sarwate would be in the interest of the Company and its shareholders.

The Company has received from Mr. Milind Sarwate the requisite declarations and confirmations under the provisions of the Act and the SEBI Regulations, including confirmation with respect to his eligibility and independence, for the purpose of his re-appointment as an Independent Director of the Company.

Mr. Milind Sarwate is exempt from the requirement of undertaking the online proficiency self-assessment test conducted by IICA.

iii. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company,

Mr. Manish Choksi (DIN: 00026496) and Ms. Amrita Vakil (DIN: 00170725), Non-Executive Directors of the Company, are liable to retire by rotation at the ensuing 80th AGM and being eligible have offered themselves for re-appointment.

Based on the outcome of performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 29th May 2026, have recommended their re-appointment as a Director of the Company, liable to retire by rotation, subject to the approval of the shareholders of the Company at the ensuing 80th AGM.

The resolutions for the re-appointment of Mr. Manish Choksi and Ms. Amrita Vakil are being placed for the approval of the shareholders of the Company at the ensuing 80th AGM.

The required information as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("ICSI"), including the brief profile for all the aforementioned directors proposed to be appointed/ re-appointed have been disclosed in the Annexure to the Notice of the 80th AGM.

Key Managerial Personnel

Mr. Amit Syngle, Managing Director & CEO, and Mr. R J Jeyamurugan, CFO, Company Secretary & Compliance Officer, are the Key Managerial Personnel ("KMP") 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.

During the year, there were no changes in the KMP.

Directors' Responsibility Statement

Pursuant to Section 134 of the Act, the Directors state that:

a. in the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements 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 at 31st March 2026 and of the profits of the Company for the financial year ended 31st March 2026;

c. 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;

d. the annual accounts have been prepared on a 'going concern' basis;

e. proper internal financial controls laid down by the Directors are followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

This statement has also been reviewed by the Audit Committee.

Declaration from Directors

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

Further, none of the Directors of the Company are required to vacate office as a Director of the Company under Section 167 of the Act.

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent

Director's Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as requi red in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, the Independent Directors of the Company are persons of integrity, possess requisite expertise, experience and relevant proficiency.

Further, an independent and reputed firm of Practicing Company Secretaries has confirmed that:

a. none of the Directors have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority; and

b. the Directors are independent in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations.

All Board members and the Senior Management Personnel have affirmed compliance with Code of Conduct for the financial year 2025-26.

Number of Meetings of the Board

During the year, seven meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors are given in the Report of Corporate Governance forming part of this Integrated Annual Report.

The maximum interval between any two meetings did not exceed one hundred and twenty days, as prescribed by the Act and the Listing Regulations.

Familiarisation Programme for Independent Directors

The Company conducts familiarisation sessions for all the members of the Board including the Independent Directors at the time of appointment and on an ongoing basis to provide them an update on business, strategy, operations, and governance.

The details of the training and familiarisation programme are given in the Report of Corporate Governance forming part of this Integrated Annual Report and are also available on the Company's website at httDs://www.asianpaints.com/ FamiliarisationProgramme.html.

Committees

As on 31st March 2026, the Board has six Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Stakeholders Relationship Committee, and Investment Committee.

The composition and terms of reference of all the Committees of the Board of Directors of the Company are in line with the provisions of the Act and the Listing Regulations.

During the year, all recommendations of the Committees were approved by the Board.

The Committee composition, terms of reference, meeting details and attendance are given in the Report of Corporate Governance forming part of this Integrated Annual Report.

Auditors and Auditor's Report

Statutory Auditors

Deloitte Haskins & Sells LLP ("DHS"), Chartered Accountants (Firm's Registration No.: 117366W/W-100018), were re-appointed as Statutory Auditors of the Company at the 75th AGM, to hold office till the conclusion of the ensuing 80th AGM for the financial year 2025-26. The second term of DHS as the Statutory Auditors of the Company expires at the conclusion of the ensuing 80th AGM.

Pursuant to the provisions of the Sections 139, 142 and other applicable provisions, if any of the Act and Rules issued thereunder, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 26th March 2026, have approved and recommended to the shareholders at the ensuing 80th AGM of the Company, the appointment of S R B C & Co. LLP ("SRBC"), Chartered Accountants (Firm's Registration No.: 324982E/E300003), as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the ensuing 80th AGM till the conclusion of 85th AGM of the Company.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from SRBC. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

DHS has issued an unmodified opinion on the financial statements prepared as per the provisions of the Act and Rules issued thereunder for the financial year 2025-26 and the Statutory Auditor's Report forms part of this Integrated Annual Report. It is also confirmed that DHS has issued unmodified opinion on the quarterly and annual financial results of the Company for the financial year 2025-26 submitted to the Stock Exchanges, as per the requirements of the Listing Regulations.

The profile of the Statutory Auditors is available on the Company's website at httDs://www.asianDaints.com/ Auditors.html.

Secretarial Auditor

Dr. K. R. Chandratre, Practicing Company Secretary (FCS No.: 1370; CP No.: 5144 & Peer Review Certificate No.: 7703/2026), was re-appointed as the Secretarial Auditor of the Company at the 79th AGM, for a term of five consecutive years from financial year 2025-26 to financial year 2029-30.

The details of the reports and certificate received from Dr. K. R. Chandratre, inter alia, for the financial year 2025-26, are as under:

a. Secretarial Audit Report under Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure (A-1) to this Report;

b. Secretarial Compliance Report in relation to compliance with all applicable SEBI Regulations/Circulars/Guidelines issued thereunder, and Secretarial Standards issued by the ICSI, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out in Annexure (A-2) to this Report. The Secretarial Compliance Report has been voluntarily enclosed as a good disclosure practice; and

c. Auditor's Certificate on Corporate Governance is annexed to the Report on Corporate Governance forming part of this Integrated Annual Report as required by Schedule V of the Listing Regulations.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2025-26, does not contain any qualification, reservation, adverse remark or disclaimer.

The profile of the Secretarial Auditor is available on the Company's website at https://www.asianpaints.com/ Auditors.html.

Cost Auditors

The Company has maintained cost records for certain products as specified by the Central Government under Section 148(1) of the Act. Joshi Apte & Associates, Cost Accountants (Firm's Registration No.: 000240), the Cost Auditors, are in the process of carrying out the cost audit for applicable products for the financial year 2025-26.

The profile of the Cost Auditors is available on the Company's website at https://www.asianDaints.com/Auditors.html.

The Board of Directors, on the recommendation made by the Audit Committee, re-appointed Joshi Apte & Associates, as the Cost Auditors of the Company to conduct the audit of cost records of applicable products for the financial year 2026-27 at a remuneration of 7 10,50,000 plus applicable taxes and reimbursement of out-of-pocket expenses at actuals. Joshi Apte & Associates, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2026-27 and have confirmed that they are not disqualified from being appointed.

The resolution for ratification of the proposed remuneration payable to Joshi Apte & Associates to audit the cost records of the Company for the financial year ending 31st March 2027, is being placed for the approval of the shareholders of the Company at the ensuing 80th AGM.

The Cost Audit Report for the financial year 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer. The Cost Audit Report for the financial year 2025- 26 will be submitted to the Central Government within the prescribed timelines.

Policy

The Company has adopted a Policy on engagement of Auditors of the Company covering the Statutory Auditors, Secretarial Auditor, and Cost Auditors, which includes guidance on establishing proper procedures for determining, inter alia, qualification, eligibility, and procedure for appointment/re-appointment/removal 0p the Auditors that confirm with the extant norms under the applicable laws and regulations. The Policy is available on the Company's website at https://www.asianpaints.com/AuditorsEngagementPolicy. html.

Internal Auditors

The Company has a strong and independent Internal Audit function comprising a multidisciplinary team of Chartered Accountants, Certified Internal Auditors, Certified Fraud Examiners, Engineers, and data experts. The function is further strengthened through collaboration with specialised external firms with expertise in information technology, technical review, field audits, forensics, fraud risk assessment, and other niche areas.

A risk-based Internal Audit plan is formulated and approved by the Audit Committee and is subject to periodic review. Audit engagements are conducted using a structured risk-based approach, encompassing evaluation of internal financial controls, governance frameworks, compliance with management policies, system-driven controls, adherence to applicable statutory requirements and identify opportunities to improve efficiency and effectiveness of the processes.

The Chief Internal Auditor ("CIA") reports functionally to the Audit Committee and administratively to the Managing Director & CEO, ensuring independence and objectivity. The CIA is a permanent invitee to the meetings of the Risk Management Committee and attends all meetings of the Audit Committee. During the year, the Audit Committee held reviews to assess adequacy of Internal Audit function including talent, experience and technology usage.

The Internal Audit function leverages cutting edge technological tools including artificial intelligence and data analytics for audit execution, exception monitoring, fraud risk identification, external validation, and managing audits. The CIA periodically presents key audit observations relating to financial, operational, safety, compliance, information security, and other critical risks to the Audit Committee, along with root cause, corrective and preventive action plans for plugging the risks identified.

The Company has instituted a comprehensive Internal Audit Charter to enhance the governance mechanism, define the scope, authority, and responsibilities of the Internal Audit function, including the reporting framework of the CIA.

An abridged version of the Internal Audit Charter is available on the Company's website at https://www.asianpaints.com/ AbridgedIACharter.html.

Reporting of Frauds by Auditors

None of the Auditors of the Company have identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act.

Related Party Transactions

Related party transactions at Asian Paints

The Company has been entering into transactions with related parties, including entities directly and/or indirectly controlled by members of the Promoter(s) & Promoter(s)

Group, for its business purposes for more than three decades. These transactions primarily include transactions relating to the purchase of raw materials, packing materials, intermediaries, and such other transactions permissible and provided for under the provisions of the Act, the Listing Regulations, and the Income-Tax laws.

The related parties with which the Company contracts:

a. primarily supply their products to the Company;

b. bring in advanced and innovative technology for the benefit of the Company;

c. customise their products to suit the Company's specific requirements; and

d. help in enhancing the Company's purchase cycles and assure just in time supply with resultant benefits - notably on working capital.

All of the aforementioned benefits provide the Company a competitive and cost advantage in the market, without compromising on the quality/service levels and based on sound commercial judgement.

The Company follows robust internal processes before entering into transactions with related parties and the considerations which govern the transactions with related parties are the same as those applicable for other vendors of the Company. All the transactions are undertaken for the benefit of the Company and in compliance with the applicable laws. None of the transactions are prejudicial to the interest of the Company.

In order to ensure transparency and arm's length pricing for such supplies by related parties, the Company seeks multiple quotes from related parties and unrelated parties of equal standing and appoints a related party only if such party offers competitive terms, including pricing, as compared to unrelated parties. Along with pricing, manufacturing capabilities to effectively serve the Company's requirements and quality parameters are primary factors taken into consideration.

Further, the Audit Committee seeks advice from external consultants and experts on determining, as and when required, whether a particular transaction which is being considered by the Audit Committee would be regarded on an arm's length basis or otherwise.

As a part of the Company's annual planning process, before the beginning of a financial year, details of all the transactions proposed to be executed with related parties, including the estimated amount of transactions to be executed, manner of determination of pricing and commercial terms, etc. are presented to the Audit Committee for its consideration and approval, as required. The details of said transactions are also placed before the Board of Directors for their information. The Director, if interested in a transaction, does not participate in the meeting during the discussions relating to that transaction.

Further approval is sought during the year for any new transaction/modification to the previously approved limits/ terms of contracts with the related parties. This is followed by a quarterly review of the related party transactions by the Audit Committee.

Policy

During the year, the Board of Directors, based on recommendation of the Audit Committee, approved and took note of the revision to the Policy on dealing with and materiality of Related Party Transactions and framework for transactions with related parties of the Company to incorporate the following:

a. Changes pursuant to the amendments in the Listing Regulations and Industry Standards on minimum information to be provided for review of the Audit Committee and shareholders for approval of related party transactions;

b. Addition/Deletion/Modification to the list of nature of transactions forming part of the framework for determination of arm's length price for transactions with related parties; and

c. Other cosmetic changes, as may be necessary.

The Policy on dealing with and materiality of related party transactions is available on the Company's website at https://www.asianpaints.com/RPTPolicv.html.

Review

All transactions with related parties were reviewed and approved, as required by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large.

ALL contracts/arrangements/transactions entered into by the Company during the year with related parties were in the ordinary course of business and on arm's length basis in terms of the provisions of the Act. Further, there are no contracts or arrangements entered into under Section 188(1) of the Act, hence, no justification has been separately provided in that regard.

Statutory Disclosures

The details of the related party transactions as per Ind AS-24 on Related Party Disclosures are set out in Note no. 37 to the standalone financial statements of the Company.

The Company in terms of Regulation 23 of the Listing Regulations submits on the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions, in the format specified by the SEBI. The said disclosures are available on the Company's website at https://www.asianpaints.com/ StatutorvFilinos.html.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out in Annexure (B) to this Report.

Internal Controls

The Company has implemented a comprehensive internal control framework that is aligned with the nature, scale, complexity and geographic footprint of its operations.

These controls are consistently applied across all functions, processes, and business units. The framework, comprising well-defined policies, procedures, and technology systems, is designed to ensure efficient operations, safeguard assets, optimise resource utilisation, enhance the reliability of financial reporting, and ensure adherence to applicable laws and regulations. Ethical conduct and a strong control culture are the key pillars of this internal control framework.

Recognising the evolving business environment and increasing operational complexity, the Company periodically reviews and upgrades its internal control systems. The Company has enhanced its internal control maturity with continuous move from manual detective controls to automated preventive controls. The Audit Committee plays an active role in evaluating the adequacy and effectiveness of these controls and provides strategic guidance for continuous improvement. Appropriate actions are implemented in a timely manner to further strengthen the control environment.

Internal Financial Controls related to Financial Statements

The Company has established a robust system of Internal Financial Controls over financial reporting to ensure that transactions are duly authorised, accurately recorded, and timely reported. This framework provides reasonable assurance regarding the accuracy and integrity of the financial statements.

Detailed standard operating procedures, policies, manuals, and process guidelines have been institutionalised to clearly define roles, responsibilities, and control mechanisms. Functional heads are responsible for ensuring compliance with applicable laws, regulations, and internal policies.

The Company effectively leverages its ERP platform, SAP RISE, for transaction processing and financial reporting.

This system, supported by integrated IT solutions, provides a strong technological backbone for financial controls. Investments in automation have enabled system-driven accounting and financial reporting processes, resulting in improved accuracy, reduced manual intervention, and faster reporting cycles. Financial statement preparation is increasingly automated, enabling end-to-end, system-based consolidation across the Group.

The Company's Shared Services Centre has accelerated the digital transformation journey, delivering enhanced efficiency, accuracy and control in the transaction processing. Key initiatives include AI-driven invoice processing agents and Intelligent Document Processing, enabling touchless operations and reducing manual intervention, alongside Gen Al-enabled virtual assistant that has improved query resolution and stakeholder experience. The Company has introduced instant employee reimbursements, significantly improving turnaround time, while mobile-enabled platforms have enhanced access to travel and expense services.

The Company has also achieved timely vendor payments with near-zero errors, reinforcing operational reliability. Further, digitised workflows, system-driven controls and automated payment validations have strengthened governance and standardisation. The Company continues to invest in advanced technologies to build a scalable, future- ready, and control-focused operating model.

The Company remains vigilant in tracking changes in accounting standards, regulatory requirements, and statutory provisions, and ensures timely updates to systems, processes, and controls to remain compliant. With growing business complexity, appropriate accounting treatments are evaluated for new products, services, and contractual arrangements, and any resulting policy changes along with their financial implications are reviewed by the Audit Committee after validation with Statutory Auditors.

The Company's standalone financial results are subject to quarterly audit by Statutory Auditors. Uniform accounting policies are followed across subsidiaries, with international entities reporting in standardised formats to facilitate consolidation. The financial statements of subsidiaries and joint ventures are audited by their respective auditors prior to consolidation.

The Risk Assessment and Control Matrix across financial reporting processes is periodically reviewed and tested for both design adequacy and operating effectiveness.

The outcomes of these assessments are reported to the Audit Committee, and gaps, if any, are addressed through targeted improvements, including increased automation and enhanced data analytics capabilities.

Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and is in line with the best governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Company has engaged an agency to manage the "Ethics Hotline" which can be used to, inter alia, anonymously report any instances of financial irregularities, breach of code of conduct, abuse of authority, disclosure of financial/ unpublished price sensitive information other than for legitimate purposes, unethical/unfair actions concerning Company vendors/suppliers, malafide manipulation of Company records in an anonymous manner.

The Policy also provides adequate protection to all its stakeholders who report unethical practices and irregularities.

Any incidents that are reported are investigated and suitable action is taken in line with the Company's Whistle Blower Policy. No person is denied access to the Audit Committee.

The Whistle Blower Policy aims to:

a. allow and encourage stakeholders to bring to the management's notice concerns about unethical behaviour;

b. ensure timely and consistent organisational response;

c. provide access to Ethics Committee comprising of senior officials of the Company and/or in appropriate or exceptional cases to the Chairman of the Audit Committee;

d. provide protection against victimisation; and

e. build and strengthen a culture of transparency and trust.

The Whistle Blower Policy has been appropriately communicated within the Company and its Group and is also available on the Company's website at https://www. asianpaints.com/WBPolicv.html.

Compliance Management

The Company has a structured compliance management framework supported by a digital compliance platform, which maps applicable legal requirements and enables monitoring through automated alerts and dashboards.

During the year, the platform was upgraded with additional features to strengthen usability, monitoring and governance oversight. Consolidated compliance status, key observations and corrective actions are reviewed by senior management and placed before the Audit Committee and Board of Directors for oversight. In addition, during the year, the statutory compliance team reviewed and refreshed the compliance checklists to reflect regulatory changes and to strengthen completeness and timeliness of compliance tracking.

Along with a compliance management platform, the statutory compliance team also oversees a dedicated license management module, to track validity and renewals of licenses across locations with system driven alerts aligned to statutory timelines and prescribed thresholds. Any instances of delay or overdue compliance are automatically escalated to senior management for corrective action.

In addition, the Company operates a centralised regulatory communication management module administered by the statutory compliance team for handling notices, inspection reports, and correspondence from statutory authorities. The system triggers immediate alerts upon receipt, enables collaborative and version controlled response drafting, monitors statutory response timelines, and provides end-to-end notice lifecycle tracking supported by governance ready dashboards and MIS for senior management and Board review.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) formulate the criteria for Board membership, including the appropriate mix of Executive & Non-Executive Directors; (ii) lay down the criteria for appointment in Key Managerial Personnel and Senior Management positions; (iii) approve and recommend compensation packages and policies for Directors and

Senior Management; (iv) lay down the process for the effective manner of performance evaluation of the Board, its Committees and the Individual Directors; and (v) play the role of Compensation Committee in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") and administer the Asian Paints Employee Stock Option Plan 2021.

Salient features of the Nomination and Remuneration Policy of the Company are outlined in the Report of Corporate Governance forming part of this Integrated Annual Report. The Policy is also available on the Company's website at https://www.asianpaints.com/NRCPolicy.html.

Remuneration of Directors, Key Managerial Personnel and Senior Management

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations. Details on the same are given in the Report of Corporate Governance forming part of this Integrated Annual Report.

Mr. Amit Syngle, Managing Director & CEO of the Company, has not received any remuneration or commission from any of the subsidiary companies. As the Company does not have any holding company, hence, there does not arise a circumstance of any remuneration or commission received by him from a holding company.

The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the Directors and employees of the Company is set out in Annexure (C) to this Report.

Board Evaluation

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of the Individual Directors, Committees of the Board, and the Board as a whole.

The detailed process of evaluation, including criteria, and the outcomes thereto are set out in the Report of Corporate Governance forming part of this Integrated Annual Report.

Asian Paints Employee Stock Option Plan 2021

The Asian Paints Employee Stock Option Plan 2021 ("2021 Plan") as approved by the shareholders of the Company was introduced to incentivise, retain, and attract key talent through a performance-based stock option grant program and consequently enhance shareholder value. The 2021 Plan aims to create a sense of ownership among the eligible employees of the Company and its subsidiaries and to align their medium and long-term compensation with the Company's performance.

The vesting criteria are primarily based on the achievement of annual performance parameters by the eligible employees, number of years of service, and such other criteria as may be prescribed by the Nomination and Remuneration Committee i.e., the Administrator, from time to time.

During the year, the Company has not granted loan to its employees for purchasing shares of the Company. Voting rights on the shares as may be credited to employees pursuant to exercise of stock options under 2021 Plan are to be exercised by them directly or through their appointed proxy, hence, the disclosure prescribed under Section 67(3) of the Act read with Rules issued thereunder is not applicable.

The details of the stock options granted under the 2021 Plan and the disclosures i n compliance with the SEBI SBEB Regulations are set out in Annexure (D) to this Report and are available on the Company's website at https://www. asianpaints.com/AnnualReports.html.

The 2021 Plan is being implemented in accordance with the provisions of the Act and SEBI SBEB Regulations, and is available on the Company's website at https://www.asianDaints.com/ESOPplan.html.

The certificate from the Secretarial Auditor on the implementation of the 2021 Plan in accordance with Regulation 13 of the SEBI SBEB Regulations, has been uploaded on the Company's website at https://www. asianpaints.com/AnnualReports.html. The certificate will also be available for electronic inspection by the members during the ensuing 80th AGM of the Company.

Corporate Social Responsibility

During the financial year 2025-26, the Company spent Rs. 115.14 crores towards Corporate Social Responsibility ("CSR") activities, including set-off of excess CSR spends of Rs. 0.51 crore from the previous years, in accordance with the CSR annual action plan approved by the CSR Committee and the Board. The Company's CSR initiatives are focused on health & hygiene, vocational skills and water stewardship.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and policy of the Company.

The CSR Annual Report in the prescribed format is set out i n Annexure (E) to this Report. I mpact assessment disclosures, where applicable, are included in the CSR annexure and the detailed reports are hosted on the Company's website.

The CSR Policy is available on the Company's website at https://www.asianpaints.com/CSRPolicy.html.

Risk Management

The Company views risk as an inherent element of its business landscape and is committed to managing it in a structured, forward-looking, and effective manner. Sustained success depends on the Company's ability to balance risk management with opportunity creation, supported by continuous evaluation of both internal and external risk factors to limit adverse impacts.

A systematic framework underpins the Company's approach to risk management, involving regular identification, assessment, recording, mitigation, and monitoring of risks. Periodic risk assessments are conducted to evaluate potential threats and opportunities that may influence the achievement of strategic and operational objectives.

The Steering Committee proactively identifies emerging risks such as advancements in artificial intelligence, changes in regulatory framework, and shifts in global trade, and undertakes rigorous evaluation to develop both short-term and long-term mitigation strategies for risks with material impact. These actions are embedded within the Company's strategic and business planning processes by the senior management, ensuring that risk considerations are integral to decision-making. Mitigation efforts include preventive controls to reduce likelihood and impact, as well as contingency planning to manage outcomes if risks materialise.

The risk management framework is designed to enable value creation in uncertain environments, reinforce governance standards and ensure resilience. Continuous oversight and periodic reviews ensure that the risk management framework remains dynamic and aligned with evolving business and external conditions.

The Company has formalised its approach through a Risk Management Policy, which provides the risk management structure including guidance on addressing risks and leveraging opportunities. Oversight of risk management rests with the Risk Management Committee, which has been entrusted with responsibility by the Board to review the risk management processes and ensure adequacy of risk management system.

The Company periodically strengthens its risk management practices to keep pace with increasing complexity and a rapidly evolving environment, with the objective of maintaining risks within the defined appetite. Based on the Board's evaluation, no risks currently threaten the Company's continuity. Key risks and mitigation strategies are disclosed in the Management Discussion and Analysis section formi ng part of this I ntegrated Annual Report.

The Risk Management Policy of the Company is available on the Company's website at https://www.asianpaints.com/ RMPolicy.html.

Integrated Annual Report

The Company continues with its integrated reporting journey in the current financial year, aligning with its purpose of Bringing joy to people's lives. This is the sixth year of publication of the Integrated Annual Report of the Company in line with the framework published by the International Financial Reporting Standards Foundation ("IFRS").

The Global Reporting Initiative disclosures presented in this Integrated Annual Report have been subject to reasonable/ limited assurance. The Assurance Report issued by Deloitte

Haskins & Sells LLP has been annexed to this Integrated Annual Report.

The Integrated Annual Report comprises both financial and non-financial information to illustrate how different 'capitals' are deployed to enable the creation of value, thereby enabling the members to make well-informed decisions and have a better understanding of the Company's long-term perspective and value creation for all the stakeholders. The Integrated Annual Report, like last year, is structured around Environmental, Social and Governance ("ESG") commitments and how they are integrated into the Company's business strategy. The Company's focus on creating sustainable operations, supported by empowered people and world-class governance, helps to build and grow the Company's business seamlessly.

The key initiatives taken by the Company, inter alia, with respect to the stakeholder engagement, ESG, Health & Safety of employees/workers, and progress against ESG commitments have been provided separately under various sections of this Integrated Annual Report.

During the year, the Company undertook a Double Materiality Assessment ("DMA") to identify and prioritise key ESG matters based on their impact on society and the environment, as well as their potential financial implications for the Company. The assessment involved identifying relevant ESG topics, stakeholder engagement, impact and risk assessment, and validation by management. The outcomes of the DMA shall support informed strategic decision-making and enhance transparency for investors by highlighting ESG factors relevant to the Company's long-term value creation and risk management.

The Board acknowledges its responsibility for the integrity of the report and the information contained therein.

Corporate Governance Report

In compliance with Regulation 34(3) read with Schedule V of the Listing Regulations, a separate Report on the Corporate Governance, as stipulated under the Listing Regulations is presented in a separate section forming part of this Integrated Annual Report.

Business Responsibility and Sustainability Report

I n compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability

Report ("BRSR") on the environmental, social, and governance disclosures, including BRSR Core consisting of

Key Performance Indicators as stipulated under the Listing Regulations is presented in a separate section forming part of this Integrated Annual Report.

Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as of 31st March 2026 in Form MGT-7, is available on the Company's website at https://www.asianpaints.com/ AnnualReturnFY2025-26.html. The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

Policy on Prevention of Sexual Harassment at Workplace

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual Harassment Act"), the Company has formulated a Policy for prevention, prohibition and redressal of sexual harassment at workplace ("POSH Policy") and set up Internal Complaints Committees, as and where required, to redress complaints relating to sexual harassment at workplace. The POSH Policy is available on the Company's website at https://www.asianpaints.com/ POSHPolicy.html.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

Further, the POSH Policy also covers contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office.

The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of the Prevention of Sexual Harassment Act.

The complaints of sexual harassment received during the financial year 2025-26 by the Company were investigated in accordance with the POSH Policy and were resolved within the timelines prescribed in the Prevention of Sexual Harassment Act. The details with respect to such complaints and its status thereto, is as under:

Particulars

Number of Complaints

Complaints received during the financial year

3

Complaints disposed off during the financial year

3

Cases pending for more than 90 days

Nil

Complaints pending as at the end of the financial year

Nil

Registrar and Share Transfer Agent

MUFG Intime India Private Limited (formerly Link Intime India

Private Limited) is the Registrar and Share Transfer Agent of the Company.

Share Capital

During the financial year 2025-26, there was no change in the authorised, issued, subscribed, and paid-up share capital of the Company, except the following increase in the authorised share capital of the Company in line with and upon the coming into effect of the Scheme of Amalgamation of Asian Paints (Polymers) Private Limited, a wholly owned subsidiary of Company, with the Company, with effect from 31st March 2026:

Class of Shares

Earlier Authorised Capital (No. of Shares)

Face Value (?)

Total Value (?)

Revised Authorised Capital (No. of Shares)

Face Value (?)

Total Value (?)

Equity Shares

99,50,00,000

1

99,50,00,000

13,99,50,00,000

1

13,99,50,00,000

11% Redeemable Cumulative Preference Shares

50,000

100

50,00,000

50,000

100

50,00,000

Total Authorised Share Capital

1,00,00,00,000

14,00,00,00,000

Confirmations:

a. During the year, the Company has not:

i. issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities;

ii. issued equity shares with differential rights as to dividend, voting or otherwise;

iii. issued any sweat equity shares to its Directors or employees;

iv. made any change in voting rights;

v. reduced its share capital or bought back shares;

vi. changed the capital structure resulting from restructuring; and

vii. failed to implement any corporate action.

b. The Company's securities were not suspended for trading during the year; and

c. The disclosure pertaining to the explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

Unclaimed Dividend

During the year, unclaimed dividend amounting to Rs. 2.13 crores and 93,915 equity shares were transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Government of India, in accordance with the applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The details relating to unclaimed dividend lying in the unclaimed dividend accounts of the Company and details of resultant benefits arising out of shares already transferred to IEPF as on 31st March 2026 is provided in the General Shareholder Information section forming part of this Integrated Annual Report.

Significant and Material Orders passed by the Regulators or Courts

During the year, there were no significant and material orders passed by any Regulator or Court or Tribunal impacting the going concern status of the Company or its future operations.

Competition Law matter

The Company is a party to proceedings before the Competition Commission of India and in a separate matter before the appellate forum in relation to certain allegations under the Competition Act, 2002. The Company continues to cooperate with the authorities and provide necessary information in respect of the investigation which is ongoing and separately continues to strongly defend its position in the appeal which is also an ongoing matter.

Loans and Investments

Particulars of loans, guarantees and investments as per Section 186 of the Act are disclosed in Note no. 35(b) to the standalone financial statements of the Company.

Deposits

During the year, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the ICSI on Meetings of the Board of Directors &

General Meetings. The Company has voluntarily adopted the Secretarial Standards on Dividend (SS-3) and Report of the Board of Directors (SS-4) issued by the ICSI.

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

The information on the conservation of energy, technology absorption, and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out i n the Annexure (F) to this Report.

Awards and Accolades

Highlights of key recognitions received during the financial year 2025-26 are given in the Management Discussion and Analysis section forming part of this Integrated Annual Report.

Other Disclosures

During the year:

a. the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961;

b. no credit rating has been obtained by the Company with respect to its securities. Further, the details of the credit rating obtained by the Company with respect to its long-term and short-term borrowings have been provided separately in the General Shareholder

Information section forming part of this Integrated Annual Report;

c. no application has been made under the Insolvency and Bankruptcy Code, 2016; and

d. disclosures relating to difference between the amount of the valuation in case of one-time settlement is not applicable.

Appreciation

The Board places on record sincere gratitude to all employees for their commitment and contribution during the year.

With such a strong foundation and shared vision, the Board is confident to drive continued success in the years ahead.

The Board conveys its appreciation for its customers, shareholders, suppliers, business partners, bankers, the Government and regulatory authorities for their continued support.

For and on behalf of the Board of Directors

RSeshasayee

Chairman

Place: Mumbai

(DIN: 00047985)

Date: 29th May 2026