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Asian Paints Ltd			Industry : Paints / Varnishes


BSE Code:	500820	NSE Symbol:	ASIANPAINT	P/E(TTM):	55.71

ISIN Demat:	INE021A01026	Div & Yield %:	1.11	EPS(TTM):	40.27

Book Value(Rs):	197.9099616	Market Cap ( Cr.):	215191.23	Face Value(Rs):	1

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Dear Members,

The Board of Directors are pleased to present the 79th Integrated Annual Report of the Company along with the audited financial statements for the financial year ended 31 st March 2025.

Financial Results and State of Company Affairs

TheCompany's (standalone and consolidated) for the year ended 31 st March 2025 is summarised below:

(Rs. in Crores)

	Standalone			Consolidated
Particulars	2024-25	2023-241	Growth (%)	2024-25	2023-24	Growth (%)
Revenue from sales and other operating income	29,552.65	31,226.98	(5.4)	33,905.62	35,494.73	(4.5)
Earnings before Interest, Taxes,	6,322.43	7,865.74	(19.6)	6,578.82	8,272.94	(20.5)
Depreciation, and Amortisation
Less: Finance Costs	143.77	124.09		227.02	205.17
Less: Depreciation and Amortisation	901.85	742.93		1,026.34	853.00
Expense
Profit for the period before share of profit in associate	5,276.81	6,998.72	(24.6)	5,325.46	7,214.77	(26.2)
Share of profit of associate	-	-		140.71	133.00
Profit before exceptional items & tax	5,276.81	6,998.72	(24.6)	5,466.17	7,347.77	(25.6)
Exceptional Items2 & 3	379.63	-		363.10	-
Profit before Tax	4,897.18	6,998.72	(30.0)	5,103.07	7,347.77	(30.5)
Less: Tax Expense	1,312.30	1,683.71		1,393.36	1,790.08
Profit for the period	3,584.88	5,315.01	(32.6)	3,709.71	5,557.69	(33.3)
Attributable to:
Shareholders of the Company	3,584.88	5,315.01	(32.6)	3,667.23	5,460.23	(32.8)
Non-Controlling Interest	-	-		42.48	97.46
Other Comprehensive Income (net of tax)	233.50	27.45		114.56	31.96
Total Comprehensive Income	3,818.38	5,342.46	(28.5)	3824.27	5,589.65	(31.6)
Attributable to:
Shareholders of the Company	3,818.38	5,342.46	(28.5)	3,820.48	5,502.37	(30.6)
Non-Controlling Interest	-	-		3.79	87.28
Opening balance in Retained Earnings4	13,828.77	11,040.29		14,018.63	11,340.92
Amount available for Appropriation4	17,414.00	16,361.18		17,683.66	16,807.82
Dividend
Interim - FY 2024-25	407.71	-		407.71	-
Interim - FY 2023-24	-	494.04		-	494.04
Final - FY 2023-24	2,700.20	-		2,700.20	-
Final - FY 2022-23	-	2,038.34		-	2,038.34
Gross obligation towards further acquisition in subsidiary	-	-		241.76	256.78
Transfer to other Reserves	-	-		-	-
ESOP exercised during the year	0.80	0.03		0.80	0.03
Closing balance in Retained Earnings4	14,305.29	13,828.77		14,574.95	14,018.63

1. Figures for the financial year 2023-24 have been restated to give impact of amalgamation of Maxbhumi Developers Limited and Sleek International Private Limited, wholly owned subsidiaries of the Company, with the Company, effective from 1 st March 2025. There is no material impact on the financials.

2. For Standalone financial results, exceptional items for the FY 2024-25 consists of (a) impairment provision towards investment in Obgenix Software Private Limited ("White Teak") and Weatherseal Fenestration Private Limited ("Weatherseal") of 188.88 crores and 12.96 crores, respectively and (b) fair valuation loss towards derivative contract for future stake purchase in White Teak and Weatherseal of 167.76 crores and 10.03 crores, respectively.

3. For Consolidated financial results, exceptional items for the FY 2024-25 consists of (a) foreign exchange loss of 56.14 crores of Kadisco Paint and Adhesive Industry Share Company on account of currency devaluation in Ethiopia; (b) impairment provision towards ‘Goodwill on Consolidation' pertaining to Causeway Paints Lanka (Pvt) Ltd of 21.47 crores and impairment provision towards ‘Goodwill on Consolidation' and ‘Intangibles' pertaining to White Teak of 77.78 crores and (c) Loss of 83.71 crores pursuant to divestment of stake by Asian Paints International Private Limited, Singapore ("APIPL"), wholly owned subsidiary of the Company, in PT Asian Paints Indonesia & PT Asian Paints Color Indonesia, wholly owned subsidiaries of APIPL.

4. Includes re-measurement of defined benefit plans.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") gives details, inter alia, about the performance of the Decorative business, Decor business and various services, and Industrial businesses of the Company in India and International operations, important changes in these businesses, supply chain, internal control system & their adequacy, external environment, and economic outlook and forms an integral part of this Integrated Annual Report.

During the year under review, 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 under review; and b. There were no material changes and commitments that affect the financial position of the Company which have occurred between the end of the financial year 2024-25 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 continued to be debt-free and maintained sufficient cash to meet its strategic and operational requirements.

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 of 31st March 2025, stood at 4,478.65 crores as against 5,091.46 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 under review, the Company on a standalone basis spent 1,048.25 crores towards capital expenditure against 1,986.45 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.

Expansion of installed production capacity

Mysuru Plant

During the year under review, the Company has increased the installed production capacity at the Mysuru plant from 3,00,000 KL per annum to 6,00,000 KL per annum, at an investment of 1,164.30 crores, to meet the medium-term capacity requirements of the Company.

Registered Office

During the year under review, the Company has changed its registered office address to ‘6A & 6B, Shantinagar, Santacruz (East), Mumbai 400 055, Maharashtra, India', to include the premises in addition and adjacent to its existing Registered Office.

Transfer to Reserves

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

Dividend

The Board of Directors of the Company have recommended payment of 20.55 (2055%) per equity share of 1 each fully paid-up as final dividend for the financial year 2024-25. The record date for payment of final dividend is 10th June 2025. The final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company, will be paid on or after 30th June 2025. During the year under review, the Company also paid an interim dividend for the financial Pacific (Fiji, Solomon Islands, year 2024-25 of 4.25 (425%) per equity share of 1 each to the shareholders on 28th November 2024.

The total dividend for the financial year 2024 25, including the proposed final dividend, amounts to 24.80 per equity share of 1 each, and would involve a total outflow of 2,378.86 crores translating into a dividend payout of 60% (as against 33.30 per equity share of 1 each with a total outflow of 3,194.12 crores in the financial year 2023-24 resulting in a dividend pay-out ratio of 60%) of the standalone profits of the Company.

As per the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend after deduction of tax at source ("TDS").

Details of the dividend paid by the Company during the financial year 2024-25 are stated below:

( in Crores)

Particulars	Gross amount of dividend*	Tax deducted at source	Net amount of dividend
Final Dividend	2,700.20	279.32	2,420.88
FY 2023-24
Interim	407.71	41.67	366.04
Dividend
FY 2024-25
Total	3,107.91	320.99	2,786.92

*Includes excess funding made to the dividend account owing to rounding up of gross dividend and TDS.

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

The dividend recommended is in accordance with the Dividend Distribution Policy ("DD Policy") of the Company. The DD Policy, in terms of Regulation 43A of the Listing Regulations, is available on the Company's website at https://www.asianpaints.com/DDPolicy.html.

Asian Paints Group

The Company has 25 subsidiary companies (19 international subsidiary companies), and 2 joint venture companies as on 31st March 2025. There has been no change in the nature of the business of the subsidiary companies and joint venture companies, during the year under review.

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 Samoa, Ethiopia),andSouth and Vanuatu).

Financial Performance

A list of bodies corporates that are subsidiaries/joint ventures of the Company is provided as part of the notes to Consolidated Financial Statements ("CFS"). The financial performance of the Company's select subsidiary and joint venture companies for the financial year 2024-25 is provided below:

i. Asian Paints International Private Limited

Asian Paints International Private Limited ("APIPL"), Singapore, is a wholly owned subsidiary of the Company and is the holding company for all of the subsidiary companies carrying out operations overseas, except Asian Paints (Nepal) Private Limited, Nepal and Asian White Cement Holding Limited, Dubai International Financial Centre, UAE. The principal activities of APIPL are those of investment holding and management.

On a consolidated basis, the revenue of APIPL was 2,678.20 crores (growth of 1.4% year-on-year) with a net loss of 20.11 crores (against net profit of 68.37 crores in the previous year).

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.

The revenue of AP Nepal was 340.91 crores (growth of 1.8% year-on-year) with a net profit of 41.10 crores (growth of 2.2% year-on-year).

iii. Obgenix Software Private Limited

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

The revenue of White Teak was 106.84 crores (de-growth of 19.9% year-on-year) with a net loss of 45.09 crores (against net profit of 2.37 crores in the previous year).

iv. Asian Paints PPG Private Limited

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

The revenue of APPPG was 1,193.14 crores (growth of 4.1% year-on-year) with a net profit of 75.27 crores (de-growth of 24.9% year-on-year).

v. PPG Asian Paints Private Limited

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

On a consolidated basis, the revenue of PPGAP was 2,136.52 crores (growth of 6.0% year-on-year) with a net year-on-year).

During the year, PPGAP paid final dividend of 42.78 crores for the financial year 2023-24 and interim dividend of 72.72 crores for the financial year 2024-25.

vi. Weatherseal Fenestration Private Limited

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

The revenue of Weatherseal was 52.62 crores (growth of 1.8% year-on-year) with a net loss of 23.17 crores (against net loss of 18.41 crores in the previous year).

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 Company's Policy for determining material subsidiaries is available on the Company's website at https://www.asianpaints.com/ PolicyforMaterialSubsidiaries.html.

Changes in the Group Companies

i. Scheme of Amalgamation of Maxbhumi Developers Limited and Sleek International Private Limited with the Company

During the year under review, the Mumbai Bench of the Hon'ble National Company Law Tribunal vide its Order dated 24th January 2025, sanctioned the Scheme of Amalgamation of Maxbhumi Developers Limited ("MDL") and Sleek International Private Limited ("Sleek"), wholly owned subsidiaries of the Company with the Company ("the Scheme"). Pursuant to necessary filings with the Registrar of Companies, Maharashtra at Mumbai, the Scheme became effective from 1 st March 2025, with the appointed date of 1st April 2024 and all the shares issued by MDL and Sleek stand cancelled and extinguished.

ii. Investment in Asian Paints International Private Limited

281.41 crores (growth of 6.2% During the year under review, the Company invested 197.94 crores (SGD 32.1 million) in APIPL, a wholly owned subsidiary, by way of subscription of 4,79,00,000 equity shares. As on 31st March 2025, the total investment of the Company in APIPL stands at 904.38 crores.

iii. Investment in Asian Paints (Polymers) Private Limited

The Company currently imports Vinyl Acetate Ethylene Emulsion ("VAE") and Vinyl Acetate Monomer ("VAM") for its internal consumption. VAE is a key raw material for the Company. VAM is a key input for manufacturing VAE. VAE is considered to be the emulsion of the future and the key constituent for manufacturing environment friendly paints. VAE offers better paint properties and can significantly improve paint performance in customer facing attributes.

Asian Paints (Polymers) Private Limited ("APPPL"), wholly owned subsidiary of the Company, was incorporated for the purpose of setting up an in-house manufacturing facility for manufacturing of VAE and VAM in Dahej, Gujarat. In house manufacturing of VAE and VAM by APPPL would provide substantial sustainable cost efficiencies and will substitute the Company's dependence on imports.

During the year under review, the Board of Directors of the Company approved an additional capex cost of 690 crores on account of pre-operative expenses and certain escalations in project costs. The aggregate project cost now stands at 3,250 crores to be funded through a combination of equity funding by the Company and external debt financing. In line with the capex proposal, the Company invested 500 crores in APPPL during the financial year 2024-25 and further invested 100 crores in APPPL after the end of the said financial year and upto the date of this Report. At present, the paid-up share capital of APPPL stands at 900 crores divided into 90,00,00,000 equity shares of 10 each.

iv. Increase in stake in SCIB Chemicals S.A.E.

During the year under review, APIPL, acquired further stake of 24.3% from the minority shareholders of its subsidiary SCIB Chemicals S.A.E., Egypt ("SCIB"), for a consideration of 34.46 crores (USD 4.1 million) resulting in its holding in SCIB increasing from 61.3% to 85.6%.

v. Voluntary Liquidation of A P International Doha Trading W.L.L.

During the year under review, A P International Doha Trading W.L.L., Qatar, a wholly owned subsidiary of APIPL, was voluntarily liquidated with effect from 26th November 2024 and consequently ceased to be a subsidiary of APIPL. Further, APIPL continues to operate in Qatar through its wholly owned subsidiary, Asian Paints Doha Trading W.L.L.

vi. Divestment of the Indonesia business

During the year under review, APIPL divested its entire stake in the subsidiary companies, PT Asian Paints Indonesia and PT Asian Paints Color Indonesia, to a Singapore based entity Berger Paints Singapore Pte Limited, subsidiary of Omega Property Investments Pty Ltd., Australia, for a consideration of 43.16 crores (SGD 6.7 million).

Consolidated Financial Statements

The said 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.

In 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 2024-25, 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.asianpaints.com/ AnnualReports.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.

Directors and Key Managerial Personnel

Board of Directors

As of 31st March 2025, the Board of Directors comprised of 12 Directors, 6 of which are Independent Director(s) (including a woman Independent Director), 5 Non-Executive Director(s) [Promoter(s) & Promoter(s) Group] and a Managing Director & CEO.

Change in Directorate

i. Appointment of Directors

Independent Director

The Board of Directors of the Company at their meetings held on 28th March 2024 and 10th September 2024, based on the recommendations of the Nomination and Remuneration Committee, inter alia, approved the following appointments, respectively, to the Board of Directors of the Company, subject to the approval of the shareholders of the Company: a. Appointment of Dr. Gopichand Katragadda (DIN: 02475721) as an Additional and Independent Director of the Company for a period of five years with effect from 1st April 2024 to 31st March 2029. b. Appointment of Mr. Varun Berry (DIN: 05208062) as an Independent Director of the Company for a period of five years with effect from 23rd October 2024 to 22nd October 2029. In the opinion of the Board, Dr. Gopichand Katragadda and Mr. Varun Berry bring on board the required experience, integrity, expertise, and relevant proficiency which will add tremendous value to the Board in exercising their role effectively. The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI Regulations were received from Dr. Gopichand Katragadda and Mr. Varun Berry for considering their appointment as Independent Directors.

The brief profiles of Dr. Gopichand Katragadda and Mr. Varun Berry are given in the Board of Directors section forming part of this Integrated Annual Report and are also available on the Company's website at https://www.asianpaints.com/GovernanceStructure.html The appointment of Dr. Gopichand Katragadda and Mr. Varun Berry as the Independent Directors of the Company for the term as mentioned above was subsequently approved by the shareholders of the Company through special resolution passed with the requisite majority by way of postal ballot via remote e-voting on 8th May 2024 and 16th October 2024, respectively. Further details of the same are provided in the Report of Corporate Governance, forming part of this Integrated Annual Report.

Non-Executive Director

The Board of Directors at their meetings held on 9th May 2024 and 27th March 2025, based on the recommendations of the Nomination and Remuneration Committee, inter alia approved the following appointments, respectively, to the Board of Directors of the Company, subject to the approval of the shareholders of the Company:

a. Appointment of Ms. Nehal Vakil (DIN: 00165627) as a Non-Executive Director of the Company, who was holding office in casual vacancy up to the date of the 78th AGM of the Company held on 25th June 2024, was appointed as a Non-Executive Director of the Company, liable to retire by rotation with effect from the said date.

b. Appointment of Mr. Ashish Choksi (DIN:00059132) as an Additional and Non-Executive Director of the Company with effect from 1 st April 2025. The brief profiles le of Mr. Malav Dani is given in the Ms.NehalVakilandMr.Ashish Choksi are given in the Board of Directors section forming part of this Integrated Annual Report and are also available on the Company's website at https:// www.asianpaints.com/GovernanceStructure.html. The appointment of Ms. Nehal Vakil as a Non-Executive Director of the Company liable to retire by rotation was subsequently approved by the shareholders of the Company at the 78th AGM held on 25th June 2024.

Further, the Resolution for the appointment of Mr. Ashish Choksi as a Non-Executive Director is being placed for the approval of the shareholders of the Company at the ensuing AGM, whose office shall be liable to retire by rotation in terms of Section 152 of the Act. Details with respect to his experience, attributes, skills, disclosure of relationship between directors inter-se, directorships held in other companies, and committee memberships, . etc., 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"), have been disclosed in the Annexure to the Notice of the AGM.

ii. Resignation by Non-Executive Director

During the year under review, Mr. Jigish Choksi (DIN: 08093304), Non-Executive Director of the Company, had tendered his resignation to the Board of Directors of the Company, with effect from the close of business hours on 31st March 2025, to pursue his family business and other related interests. The Board places on record sincere appreciation for his contribution towards the success of the Company, during his tenure as a Non-Executive Director on the Board of the Company.

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. Malav Dani (DIN: 01184336), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

Based on performance evaluation and recommendations of the Nomination and Remuneration Committee, the Board of Directors recommend his re-appointment as a Non-Executive Director of the Company, liable to retire by rotation.

Thebrief Board of Directors section forming part of this Integrated Annual Report and is also available on the Company's website at https://www.asianpaints.com/ GovernanceStructure.html.

The resolution for the re-appointment of Mr. Malav Dani is being placed for the approval of the effectively; and shareholders of the Company at the ensuing AGM. The required information as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, has been disclosed in the Annexure to the Notice of the AGM. The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

During the year under review, none of the Directors of the Company is appointed as a Director on the Board of the subsidiaries.

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 provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, there were no changes in the KMP of the Company.

Directors' Responsibility Statement

Pursuant to Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the being in force), the Directors of the Company state that: a. in the preparation of the annual accounts for the financial year ended 31st March 2025, 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 2025 and oftheprofits specified under of the Company for the financial year ended 31st March 2025; icient suff . properand care has 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 f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

Declaration from Directors

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 required 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 of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

None of the Directors of the Company are disqualified frombeingappointedasDirectorsas Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of been taken for the 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.

All members of the Board and the Senior Management Personnel have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel for the financial year 2024-25.

The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirming that: a. none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority. b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations.

Number of Meetings of the Board

During the year under review, 10 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 during the financial year 2024-25 are given in the Report on Corporate Governance forming part of this Integrated Annual Report.

The maximum interval between any 2 meetings did not exceed 120 days, as prescribed by the Act and the Listing Regulations.

Familiarisation Programme for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. During the year under review, the Nomination and Remuneration Committee further strengthened and formalised the induction plan & familiarisation programme for the board members by ensuring organised exposure to the incoming Directors, adding structure, laying down clear accountability, ensuring internal and external interactions, complete access to any information relating to the Company, thereby ensuring holistic perspective of the Company's operations to enable the Non-Executive Directors to be in a position to take well informed decisions.

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 https://www.asianpaints. com/FamiliarisationProgramme.html.

Committees

As of 31st March 2025, the Board has 6 Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Stakeholders Relationship Committee, and Investment Committee.

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

A detailed note on the composition of the Board and its Committees, governance of committees including its terms of reference, number of committee meetings held during the financial year 2024-25, and attendance of the members, is provided in the Report of Corporate Governance forming part of this Integrated Annual Report. 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.

Auditors and Auditor's Report

Statutory Auditors

Deloitte Haskins & Sells LLP ("DHS"), Chartered Accountants (Firm's Registration No. 117366W/W-100018), are the Statutory Auditors of the Company and hold office till the conclusion of the 80th AGM for the financial year 2025-26.

DHS has confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

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

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2024-25 and the Statutory Auditor's Report forming part of this Integrated Annual Report.

Secretarial Auditors

The Board of Directors of the Company, on the recommendation made by the Audit Committee, had appointed Dr. K. R. Chandratre, Practicing Company Secretary (FCS No.: 1370; CP No.: 5144 & Peer Review Certificate No.: 1206/2021), as the Secretarial Auditors of the Company for the financial year 2024-25.

The details of the reports and certificate received from Dr. K. R. Chandratre, for the financial year 2024-25, 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, 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. 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 2024-25, does not contain qualification, reservation, or adverse remark.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the re-appointment of Dr. K. R. Chandratre, as the Secretarial Auditors of the Company to conduct the audit of the secretarial records for a period of five consecutive years from the financial year 2025-26 to the financial year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December 2024 and the Act.

Dr. K. R. Chandratre has given his consent and confirmed that he is not disqualified from being appointed as the Secretarial Auditor of the Company and satisfies the eligibility criteria.

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 Registration No. 000240), the Cost Auditors, are in the process of carrying out the cost audit for applicable products during the financial year 2024-25.

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

The Board of Directors of the Company, 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 2025-26 at a remuneration of 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 2025-26 and have confirmed that they are not disqualified to be appointed as such.

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 2026, is being placed for the approval of the shareholders of the Company at the ensuing AGM.

The Cost Audit Report for the financial year 2023-24 does not contain any qualification, reservation, or adverse remark. The Cost Audit Report for the financial year 2024-25 will be submitted to the Central Government within the prescribed timelines.

Policy

During the year under review, the Board of Directors of the Company based on the recommendation of the Audit Committee, had, inter alia, approved the extension of the Policy on engagement of Statutory Auditors to the Secretarial Auditors and Cost Auditors. Accordingly, the nomenclature of the Policy from the existing "Policy on engagement of Statutory Auditors of the Company" was revised to "Policy on engagement of Auditors of the Company".

The Policy on engagement of Auditors of the Company is available on the Company's website at https://www. asianpaints.com/AuditorsEngagementPolicy.html.

Internal Auditors

The Company has in place a robust Internal Audit function empowered by team of Chartered Accountants, Certified Internal Auditors, ISO-certified audit professionals, and Engineer. The Internal Audit function also collaborates with professional firms specializing in information technology audits, field audits, fraud risk assessment, and other specific areas of expertise. Risk based Internal Audit plan is approved and periodically reviewed by the Audit Committee. These internal audits follow a risk and control-based methodology and include the review of internal controls and governance processes, adherence to management policies, underlying system controls and statutory compliances.

The Chief Internal Auditor reports functionally to the Audit Committee and administratively to the Managing Director & CEO of the Company. The Chief Internal Auditor participates in the meetings of the Audit Committee and the Risk Management Committee. During the year, the Audit Committee met with the Internal Auditor without the presence of other management members. The Internal Audit team utilizes cutting-edge technology for conducting audits, data analysis, fraud-risk analysis, and managing audits. The Chief Internal Auditor periodically shares findings on financial, safety, information security, compliance, reporting risks, and other critical risks with the Audit Committee, along with corrective and preventive action plans to arrest the underlying risks.

The Company has a well-established Internal Audit Charter to enhance the governance mechanism, elaborate the scope of work of the internal audit function, specify the reporting structure of the Chief Internal Auditor, and outline the authority and responsibilities of the Chief Internal Auditor. 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 has 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 arms' 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. 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 under review, the Board of Directors based on recommendations 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 transaction with related parties of the Company to incorporate the following changes in terms of amendments to the law and further enhance the governance mechanism:

Enhancing the list of information to be provided at the time of seeking approval of the Audit Committee and/or Board of Directors, and the Shareholders of the Company, as the case maybe.

Including norms with respect to ratification of related party transactions.

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.

Other cosmetic changes, as may be necessary.

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

Review

All transactions with related parties were reviewed and approved 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 interest of the Company at large.

All contracts/arrangements/transactions entered into by the Company during the year under review 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 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/StatutoryFilings.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 established robust internal control systems that are well-suited to the nature, size, scale, and complexity of its operations. These systems are implemented across all processes, units, and functions. The internal control framework, comprising policies, procedures and applications, is designed to ensure effective management of the Company's operations, safeguard its assets, optimize resource utilization, ensure the reliability of financial information, and ensure compliance with relevant regulations.

In line with dynamic business requirement of growing size and complexity of the Company's operations, these systems and procedures are periodically reviewed and updated. The Audit Committee also regularly assesses the adequacy and effectiveness of the internal control systems and provides guidance for further enhancements. The Company ensures timely implementation of additional measures to enhance the internal controls.

Internal Financial Controls related to Financial Statements

The Company has implemented a comprehensive Internal Financial Controls System over financial reporting to ensure that all transactions are authorized, recorded, and reported accurately and promptly. This system provides reasonable assurance regarding the integrity and reliability of the Company's financial statements.

Detailed work instructions, standard operating procedures, policies, processes, and manuals have been established to delineate roles, responsibilities, and required actions. Functional heads are accountable for ensuring compliance with all laws and regulations, as well as with the policies and procedures set forth by management.

The Company's Enterprise Resource Planning ("ERP") system SAP-RISE is effectively leveraged and for day-to-day transaction accounting and financial reporting. This ERP system, along with allied information technology solutions, provides a robust technology architecture for financial reporting controls. The Company's investment in advanced automation systems has enabled automated accounting and financial closing procedures, resulting in improved accuracy and faster financial reporting with minimal manual intervention. The preparation of financial statements has been automated to ensure end-to-end system-driven reporting across the Group, thereby reducing the potential for manual errors.

The Company's Shared Services Centre has advanced the digitalization journey, achieving aggressive targets for on-time payment processing with near zero errors. Efforts towards digital processing, touchless processing, the use of virtual assistants, on-the-fly intelligence tools, optical character recognition technology, and mobile apps for employee reimbursements, car hire, hotel, and travel booking have significantly enhanced stakeholder satisfaction and process efficiency. The Company continues to invest in new technology to enable smoother and error-free processes.

The Company actively monitors changes to Accounting Standards, the Act, and other applicable regulations, making necessary adjustments to underlying systems, processes, and financial controls to ensure compliance. With increasing business complexities, detailed accounting and financial treatments are determined for new products, services, assets, commitments, contracts, and arrangements. All resultant policy changes and their financial impacts are disclosed to the Audit Committee after validation with the Statutory Auditors. The Company has refreshed the Risk Assessment and Control Matrix for all processes involved in financial reporting and periodically tests them for design and operational effectiveness. The results of these tests are reported to the Audit Committee. The Company has further strengthened its controls by identifying areas of improvement and implementing actions through automation and enhanced data analysis.

The Company's standalone financial results are audited quarterly by its Statutory Auditors. Uniform accounting policies are followed by subsidiary companies, and international subsidiaries provide the necessary information for account consolidation in the prescribed format. The accounts of subsidiary and joint venture companies are audited and certified by their respective Statutory Auditors for consolidation. Additionally, the Company has implemented an audit trail on the books of accounts.

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, discrimination to the Code of Conduct 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. provide protection against victimisation; c. access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases; d. ensure timely and consistent organisational response; 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/WBPolicy.html.

Compliance Management

The Company has implemented a robust digital platform for end-to-end legal compliance management, ensuring adherence to all applicable laws across its operations. This system provides automated alerts to compliance owners for timely action on statutory obligations and features a dedicated license management module to track renewals across locations, with renewal alerts aligned to regulatory timelines. The compliance owners are required to certify the status of their respective obligations, which is then reviewed by designated approvers. A consolidated compliance dashboard is shared with functional heads and the Compliance Officer. A quarterly compliance certificate, incorporating any corrective or preventive actions taken, is presented to the Audit Committee and the Board of Directors.

During the year, the system was extended to cover our International Units, enhancing global compliance oversight. Additionally, the Company engaged an expert to revamp the compliance checklist, enabling more granular tracking of compliance requirements. The Company also operates a centralized automated tool for managing regulatory communications, including show cause notices, inspection and visit reports, and correspondence from statutory authorities. This tool issues alerts to Central Functions and Business Heads upon receipt of any notice, facilitates review and input on draft responses, tracks notice resolution status across locations, links related notices from the same authority, and generates customized dashboards and reports to support informed decision-making and oversight.

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 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 Directors; and (v) play the role of Compensation Committee in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and administer the Asian Paints Employee Stock Option Plan 2021. During the year under review, the Nomination and Remuneration Policy was revised, inter alia, to bring it in line with the recent amendments to law.

The 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.

Further, the Company does not have any holding company, hence, a circumstance of any remuneration or commission from a holding company does not arise.

The information required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of 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 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 ("2021 Plan")

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.

The details of the stock options granted under the 2021 Plan and the disclosures in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") are set out in Annexure (D) 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 the SEBI SBEB Regulations. and is available on the Company's website at https://www.asianpaints.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 AGM of the Company.

Corporate Social Responsibility ("CSR")

During the financial year 2024-25, theCompany spent 109.26 crores towards CSR expenditure, including set-off of excess CSR spends of 0.45 crore Company in the previous financial years, in terms of the CSR annual action plan approved by the CSR Committee and the Board of Directors, from time to time. The CSR initiatives of the Company were under the thrust area of health & hygiene, enhancing vocational skills and water stewardship.

The CSR annual action plan of the Company for the financial years 2024-25 and 2025-26 is available on the Company's website at https://www.asianpaints.com/ about-us.html.

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 Company's CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March 2025, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure (E) to this Report. During the year, no revision was made to the CSR Policy of the Company.

A synopsis of the report of the independent agency for the CSR projects, to which impact assessment is applicable in terms of the provisions of Section 135 of the Act read with the CSR Rules, has been provided as part of the said annual report on CSR activities. The detailed report is available on the Company's website at https://www.asianpaints.com/about-us.html.

Risk Management

The Company acknowledges that risk is a fundamental aspect of business and is committed to managing risks proactively and efficiently. Success as an organisation relies on the ability to identify opportunities and manage risks. The Company employs a disciplined process for continuously assessing risks in both internal and external environments while minimising their impact. This includes regularly conducting risk assessments to identify potential threats and opportunities that could impact the Company's objectives. The Company employs a structured approach to risk management, which encompasses risk identification, risk evaluation, risk mitigation, and risk monitoring.

The Company regularly identifies uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Company's long-term plans. The Company incorporates these risk mitigation steps in its strategy and operating has plans, ensuring that all identified risks are adequately addressed. This involves developing action plans to reduce made by the the likelihood and impact of risks occurring, as well as contingency plans to manage risks if they do materialise.

Through continuous monitoring and review, the Company ensures that its risk management practices remain effective environment. This ongoing process helps to enhance the Company's resilience and ability to achieve sustainable growth.

The Company's Risk Management process aims to create value in uncertainty, ensure good governance, meet stakeholder expectations, and enhance resilience and sustainable growth.

The Company has in place a Risk Management Policy which articulates the approach to address the uncertainties in its endeavour to achieve its stated and implicit objectives. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that all short-term and long-term implications of key strategic and business risks are identified and addressed by the management. The Audit Committee takes the mantle of reviewing the risk management systems of the Company.

The Company periodically reviews and improves the adequacy and effectiveness of its risk management systems considering the rapidly changing business environment and evolving complexities. The Company, through the risk management process, aims to contain the risk within the risk appetite.

There are no risks which in the opinion of the Board threaten the existence of the Company. Further, some of the risks that may pose challenges and strategies to mitigate those risks are set out in the Governance section forming part of this Integrated 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 5th year of publication of the Integrated Annual Report of the Company in line with the <IR> framework published by the International Financial Reporting Standards Foundation ("IFRS").

The Global Reporting Initiative reported 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-‘capitals' are deployed to enable the creation of value, responsive to the changing business therebyenablingthemembers 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.

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) 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

In 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 2025 in Form MGT-7, is available on the Company's website at https://www.asianpaints.com/AnnualReturnFY2024-25.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

information to illustrate how different 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 on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to 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.

Complaints of sexual harassment received during the financial year 2024-25 by the Company were investigated in accordance with the procedures prescribed and adequate steps were taken to resolve them. Further details with respect to the complaints of sexual harassment are provided in the Report on Corporate Governance forming part of this Integrated Annual Report.

The Company's Policy for prevention of sexual harassment is available on the Company's website at https://www.asianpaints.com/POSHPolicy.html.

Registrar and Share Transfer Agent

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") of the Company has changed its name to ‘MUFG Intime India Private Limited' ("MIIPL") with effect from 31st December 2024.

MIIPL is now the RTA of the Company.

Share Capital

During the financial year 2024-25, there was no change in the authorised, issued, subscribed, and paid-up share capital of the Company.

Confirmations

a. During the year under review, 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.

(vii) failed to implement any corporate action.

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

In terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), unclaimed dividend amounting to 3.01 crores was transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Government of India, during the year under review.

Further, 1,12,193 shares were transferred to the demat account of the IEPF Authority during the year under review, in accordance with the IEPF Rules, as the dividend(s) has not been claimed by the shareholders on those shares for 7 consecutive years or more. The details of 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 2025 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

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future.

The Competition Commission of India ("Commission") had passed a prima facie, Order dated 14th January 2020 directing the Director General ("DG") to conduct an investigation against the Company, under the provisions of Section 26(1) of the Competition Act, 2002 ("the Competition Act"). Based on this Order, the DG initiated the investigation against the Company and on 17th December 2021 submitted its consolidated Investigation Report to the Commission.

The Hon'ble Commission vide its Order dated 8th September 2022 had noted that the Company has not contravened any charging sections i.e., Sections 3(4) and 4 read with Section 3(1) of the Competition Act. The said Order of the Hon'ble Commission has been appealed in the National Company Law Appellate Tribunal by the complainants.

Loans and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March 2025, are set out in Note no. 35(B) to the standalone financial statements of the Company.

Deposits

During the year under review, 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, and voluntarily the Secretarial Standards on Dividend and Report of the Board of Directors.

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 stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure (F) to this Report.

Awards and Accolades

The details of some of the significant accolades earned by the Company during the financial year 2024-25 have been provided in the Awards & Recognition section forming part of this Integrated Annual Report.

Other Disclosures

During the year under review: a. 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. b. No application has been made under the Insolvency and Bankruptcy Code, 2016. Hence, the requirement to disclose the details of the application made or any proceeding pending under the said Code during the year along with their status as at the end of the financial year is not applicable. c. The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Appreciation

The Board of Directors place on record sincere gratitude to all employees for their unwavering dedication, resilience, and collaborative spirit. With such a strong foundation and shared vision, we are confident in our ability to drive continued success in the years ahead.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.

	For and on behalf of the Board of Directors
	R Seshasayee
	Chairman
	(DIN:00047985)
Place: Chennai
Date: 8th May 2025