The Board of Directors of your Company hereby presents the 72nd report on the business and operations of your Company along with the audited financial statements for the Financial Year ended 31st March 2026.
Financial Statements
The Financial Statements include:
1. Standalone Financial Statements of the Company JSW Dulux Limited (formerly Akzo Nobel India Limited); and
2. Consolidated Financial Statements of the Group including the operational results of ICI India Research and Technology Centre Private Limited, which is a subsidiary of the Company.
The highlights of the performance during the financial year under Report are:
Summary of Standalone and Consolidated Financial Operations
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(H Crores)
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Standalone
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Consolidated
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2025-26
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2024-25
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2025-26
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2024-25
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Revenue from Operations
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3,599.2
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4,069.3
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3,599.2
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4,069.3
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Operating Profit (EBITDA)*
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507.5
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641.2
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508.5
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641.5
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Depreciation
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(75.3)
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(89.3)
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(75.3)
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(89.4)
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Other Income net of finance costs
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21.2
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17.8
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86.4
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17.8
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Exceptional items
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1,846.3
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0.0
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1,845.9
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0.0
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Profit before tax
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2,299.7
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569.7
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2,365.5
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569.9
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Tax
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(382.0)
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(141.1)
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(391.7)
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140.4
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Profit after tax
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1,917.7
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428.6
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1,973.8
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429.5
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*before exceptional items
Numbers not comparable due to the slump sale of the Powder Coatings business division and the International Research Centre division during the quarter ended 30 September 2025
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LY figures presented after regrouping of certain promotional spends
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Key financial ratios
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Standalone
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Consolidated
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2025-26
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2024-25
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2025-26
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2024-25
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Debtors turnover
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6.1
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7.0
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6.1
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7.0
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Inventory turnover
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3.6
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3.8
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3.6
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3.8
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Interest coverage ratio
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42.0
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65.6
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42.0
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65.7
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Current ratio
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1.5
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1.4
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1.6
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1.2
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Debt equity ratio
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0.03
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0.05
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0.03
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0.05
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Operating profit margin (%)
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14.1
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15.8
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14.1
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15.8
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Net profit margin (%)
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53.3
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10.5
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54.8
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10.6
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Return on net worth (%)
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103.0
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32.3
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104.4
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32.3
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The ratios computed above do not include assets and liabilities classified as held for sale
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Performance overview 2025-26:
JSW Dulux (formerly Akzo Nobel India) continued to deliver yet another strong performance in 2025-26. We continued to deliver sustained profitability for this year as well while investing in brand, innovations and growth initiatives. Our sustained performance is a testament to our resilient business model and strategic priorities accentuated by the acquisition of intellectual property rights (including flagship brand "Dulux”) during the financial year under report pertaining to decorative paints for India, Bhutan, Bangladesh & Nepal from the erstwhile promoters of the Company and in becoming part of the JSW Group in the later part of the financial year under report.
In our Decorative Paints business, muted demand conditions and heightened competitive pressures persisted during the year. Despite these challenging conditions, the B2B business saw good uptick in Premium, adjacencies and Projects business. The business focused on addressing portfolio gaps in Mass a Economy categories, increasing our reach in lower tier towns, launching innovative products, and improving customer experience through digitisation and automation.
During the year under report, your Company celebrated half a decade of Dulux Assurance with 'Lage Shaandaar, Chale Shaandaar’ campaign. The TVC underscores that when it comes to Dulux paints, Indian paint customers enjoy best of both the worlds - unmatched quality offerings, and superior peace-of-mind backed by the Dulux Assurance warranty, and launched mass-market brand renovations in retail and projects portfolios.
Our Industrial Paints business has been growing strongly over the past three years in the backdrop of a robust business environment. Performance was built around technology, sustainable products and strong alliances with participation in renowned projects. Our Performance Coatings products continued finding applications in Naval ships, Data Centres, and Electric Vehicles and won many marquee logos during the financial year under report.
While driving market share as a primary objective and sustaining profitability, your Company has been working on strategies to gain market share in the hypercompetitive environment across our businesses and with it now being part of the JSW group, would leverage on that.
Driving brand strength and distribution with innovation, colour expertise and thought leadership being our objectives, our costs are aligned with growth initiatives and revenue, translating into stable profitability. During the year, we invested in supply chain and efficiencies, brand building, employee benefits and growth projects.
To maintain our competitive edge, we continue to leverage R&D and technologies, ensuring a steady stream of innovative products
tailored specifically for the Indian market. Our commitment to innovation remains unwavering as we strive to bring differentiated and value-added solutions to meet the evolving needs of our consumers.
Dividend
Your Company has been distributing its profits to its valued shareholders thereby creating wealth for them over the years by following a Dividend Distribution Policy (as approved by the Board). In compliance with the requirements under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Dividend Distribution Policy is available on the Company’s website and can be accessed at https://akzonobel.co.in/pdf/ policv/Dividend-Distribution-Policv.pdf.
Your Board of Directors, at its meeting held on 4th August 2025, approved an interim dividend of H 156/- per equity share based on the retained earnings of the Company as on 30th June 2025 out of the net profits as realised by the Company from the slump sale of its powder coatings and international research centre operations to Akzo Nobel Powder Coatings India Private Limited as approved by the shareholders of the Company. This dividend was paid by the Company in September 2025 to those shareholders whose names were appearing in the Register of Members as on 11th August 2025 being the Record Date for the aforesaid interim dividend.
Your Board of Directors are again pleased to recommend a Final Dividend of H 50/- (Rupees Fifty only) per equity share for the Financial Year ended 31st March 2026 in addition to the aforesaid interim dividend paid during the said Financial Year 2025-26. The Final Dividend, once approved by the Members at the ensuing 72nd Annual General Meeting (as scheduled on 10th July 2026) would result in appropriation of H 227.7 Crores (inclusive of TDS) and the same will be paid to those Members whose names appear in the Register of Members as on Friday, 3rd July 2026 (Record Date). The total dividend for the Financial Year 2025-26, including the proposed Final Dividend, thus amounts to H 206/- per equity share, the highest ever for our valued shareholders for a single financial year.
Pursuant to the provisions of the Income-tax Act 2025, the dividend income is taxable in the hands of the Shareholders and the Company is required to deduct tax at source from such dividend at the prescribed rates. A communication providing detailed information and instructions with respect to tax on the Final Dividend for the Financial Year ended 31st March 2026 is being sent separately to the Shareholders. Your Company shall, accordingly, deduct tax, as applicable, before making the said dividend payments.
Powder Coatings India Private Limited) the powder coatings business and international research centre operations from the Company and sold its intellectual property rights pertaining to its decorative business in India, Nepal, Bhutan and Bangladesh to the Company pursuant to the Business Transfer Agreements and Intellectual Property Sale and Transfer Agreement; and
(ii) in December 2025, sold its entire shareholding (as held through its 100% owned subsidiaries namely Imperial Chemicals Industries Limited and Akzo Nobel Coatings International BV) comprising 3,40,44,335 equity shares constituting 74.76% in your Company, out of which 61.20% had been acquired by the new promoter/holding company of your Company (namely JSW Paints Limited) by way of an Open Offer and Off-market sale transactions as closed on 10th December 2025, while the rest 13.56% shares were sold by the erstwhile promoters of your Company to the public at large on the stock exchanges platforms, last of such transactions happened on 17th December 2025.
Subsidiary & Investment in Subsidiary
In August 2022, as part of entity restructuring plan, the Board of Directors and members of Company’s subsidiary namely ICI India Research and Technology Centre ("ICI R&T”) approved the proposal to convert itself into a Private Limited Company from Section 8 Company Limited by Guarantee. Pursuant to that, the Regional Director granted its approval (vide letter dated 10th May 2024) for conversion of ICI R&T into other than Section 8 Company and approved the change of name of the Company as ICI India Research and Technology Centre Private Limited after aforesaid conversion. Subsequently, the Company was granted the fresh certificate of incorporation (dated 22nd August 2024) as a private company limited by shares from the earlier private company limited by guarantee.
Thereafter, on 31st March 2025, your Company invested in 12,50,000 equity shares of Re. 1/- each of ICI R&T by subscribing to the Rights Issue of ICI R&T, thereby making it a 99.99% subsidiary of your Company.
Pursuant to Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to appoint any Independent Director to its aforesaid subsidiary company.
Financial Statements of the aforesaid unlisted subsidiary company were reviewed by the Audit Committee of the Company pursuant to Regulation 24(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Minutes of their Board Meetings as well as statements of all significant transactions, if any, of the said unlisted subsidiary company are
Unclaimed Dividend
Details of dividend paid by the Company earlier and not claimed so far are provided in the Corporate Governance Report appended to the Board’s Report.
Shares under Unclaimed Suspense Account
Details of equity shares of the Company lying in Unclaimed Suspense Account, as on 31st March 2026, as per the provisions of Regulations 34 and 39 read with Schedule V(F) of Listing Regulations, are provided in the Corporate Governance Report forming part of the Board’s Report.
Transfer to Reserves
Your Board of Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the 'Retained Earnings’.
Business Environment & Outlook
Paints industry's prospects are intricately connected to the overall growth of the country's economy. India’s huge population, positive demographics, increasing urbanisation and disposable income, demand for aesthetics, recovering automotive industry, and the government’s increasing infrastructure spending and development are some of the factors which are, directly and indirectly, driving the demand of paints (both decorative and coatings products) in India.
On the flip side, fluctuations in raw material prices, existing and emerging geo-political situation, and stringent environmental regulations regarding volatile organic compounds (VOC) are likely to hamper the market's growth. The use of nanotechnology in the paints and coatings industry and the rising demand for eco-friendly paints are expected to offer various market growth opportunities in the near future.
By focusing on innovation, customer-centric strategies, and leveraging its strengths, your Company is well-positioned to capitalise on the anticipated growth opportunities and overcome potential challenges.
Portfolio Review, Business Transfers & Acquisition,
& Change in Promoters
During the Financial Year under Report, AkzoNobel N.V., erstwhile ultimate holding/promoter company of your Company ("ANNV”) had, as part of the portfolio review of the decorative paints operations in South Asia (as announced by ANNV in October 2024):
(i) in July 2025, acquired (through its newly incorporated wholly-owned subsidiary in India namely Akzo Nobel placed before the Board for their review pursuant to Regulation 24(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act 2013 ("the Act”), a statement containing salient features of the financial statement of the subsidiary of the Company viz. ICI India Research and Technology Centre Private Limited (in Form AOC-1) forms part of this Annual Report. The Consolidated Financial Statements presented in this Annual Report include the financial results of the aforesaid subsidiary pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.
In accordance with Section 136 of the Act, the financial statements of the subsidiary are available for inspection by the members of the Company at the registered office of the Company during business hours on all days up to the date of the 72nd Annual General Meeting ('AGM’) of the Company. If required, Members are requested to email a request for obtaining a copy of the said financial statements at investor.india@akzonobel.com so that the necessary arrangements can be made at the registered office of the Company. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached to this Report are also available on the website of the Company at www.akzonobel.co.in.
Change of Name of the Company
Consequent upon the aforesaid acquisition of control by JSW group and change in promoters/holding company of your Company, and pursuant to the approval of the shareholders of the Company on 2nd March 2026, the name of your Company got changed to its new name, i.e. JSW Dulux Limited, effective 11th March 2026 based on the fresh Certificate of Incorporation consequent upon change of name (dated 11th March 2026) as issued by the Registrar of Companies, Ministry of Corporate Affairs.
Share Capital
The paid-up share capital of the Company as on 31st March 2026 was H 455.40 million comprising 45.54 million equity shares of H10/- each (Previous year H 455.40 million comprising 45.54 million equity shares of H 10/- each).
Details of Directors and Changes
During the year under review, the following changes took place in the Board of Directors of the Company:
(i) The Board of Directors of the Company, at its Meeting held on 9th January 2026 (a) appointed Mr. Shantanu Maharaj Khosla (DIN: 00059877) as an Independent Director of the Company for a period of 3 (Three) years effective 9th January 2026 to 8th January 2029 (both days inclusive); (b) re-designated/
appointed Mr. Rajiv Rajgopal (DIN 06685599) as the Joint Managing Director & Chief Executive Officer of the Company effective 9th January 2026 from Chairman and Managing Director of the Company; and (c) appointed Mr. Parth Jindal (DIN 06404506) as a Non-Executive Non Independent Director and Chairman of the Board of Directors of the Company effective 9th January 2026 (end of business hours). All the aforesaid appointments and redesignation, as the case may be, has been approved by the Members of the Company on 2nd March 2026, by way of postal ballot.
Mr. Parth Jindal, aged 36 years, is the Managing Director of JSW Paints Limited and JSW Cement Limited. He holds a Bachelor’s Degree in Arts (Economics and Political Science) from Brown University, United States, and a Master’s Degree in Business Administration from the prestigious Harvard University, United States. He is the founder of JSW Sports Private Limited and Chairman and Co-Owner of Delhi Capitals. He established Inspire Institute of Sport to bolster India’s Olympic aspirations and is also the Director of JSW Ventures and JSW USA. Under his guidance, JSW Sports was awarded the "Rashtriya Khel Protsahan Puruskar 2018”. He was previously associated with JFE Steel and JSW Steel Limited. He has over 15 years of experience in the areas of management and finance. He received the GenNext Entrepreneur award at the Forbes (India) Leadership Awards, 2024. He was also included in the Economic Times 40 under Forty list in 2019 and in GQ’s list of 50 most influential young Indians in 2018.
Mr. Shantanu Maharaj Khosla (aged 66 years) began his professional career in 1983 with P&G as a Management Trainee in marketing and worked with P&G for 32 years till 2015 during which he apart from India, worked in P&G subsidiaries in England, Japan, Malaysia and Singapore in various roles and businesses. He returned to India and was appointed Managing Director of P&G India in 2002, a position he held till he left P&G in 2015. During his tenure, P&G grew in India from $100 Million to more than $1 billion making it one of P&G’s fastest growing FMCG businesses and one of India’s fastest growing FMCG business. Shantanu led the integration of the Gillette business and significantly expanded P&G’s footprint in India. Shantanu served on the board of the Advertising Standards Council of India for a decade including a term as Chairman and also on the FICCI FMCG committee.
In 2015, Shantanu left P&G to join the newly created Crompton Greaves Consumer Electricals Limited as its first MD. Currently, Shantanu serves on the Boards of a number of companies and also as Operating Partner for private equity firm Advent. He is an Engineering graduate (BTech) from IIT Bombay and an MBA from IIM Calcutta
(ii) The Board of Directors of the Company, at its Meeting held on 23rd March 2026 (a) appointed
Listing Regulations. A separate report on Corporate Governance as stipulated under the SEBI Listing Regulations along with a Certificate of Compliance from the Secretarial Auditors, forms part of this Annual Report.
Corporate Social Responsibility
As required under the provisions of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee on 16.05.2014. In view of the
Mr. Kaustubh Sudhakar Kulkarni (DIN 08246083) as the Non-Executive Non-Independent Director of the Company effective 23rd March 2026 (end of business hours); and (b) appointed Ms. Sutapa Banerjee (DIN: 02844650) as an Independent Director (Woman Director) of the Company for a period of 3 (Three) years effective 23rd March 2026 to 22nd March 2029 (both days inclusive). Both the aforesaid appointments of Mr. Kaustubh Sudhakar Kulkarni and Ms. Sutapa Banerjee have been subsequently approved by the shareholders of the Company on 26th April 2026, by way of postal ballot.
Mr. Kaustubh Sudhakar Kulkarni (aged 52 years) is currently working as the Group Head - Banking, M&A and Strategic Financing at JSW Steel Ltd. He is responsible for managing banking relationships across the Group as well as leading M&A transactions and managing the strategic financing requirements of the Group. He joined the JSW Group in Nov 2017, prior to which he acted as the Managing Director - Debt Capital Markets at Standard Chartered Bank in India, and has worked in ICICI Securities and in SICOM, and has an overall experience of 29 years in areas of debt capital markets, financing solutions and M&A. He is a Commerce Graduate (BCom) and MMS (Finance) from Mumbai University as well as a Chartered Financial Analyst, ICFAI (India).
Ms. Sutapa Banerjee (aged 61 years) has over three decades of professional experience. She spent 24 years in the financial services industry across 2 large multinational banks (ANZ Grindlays and ABN AMRO), and a boutique Indian Investment bank (Ambit). A well-recognised thought leader in the Wealth Management space, Sutapa was voted one of the 'Top 20 Global Rising Stars of Wealth Management’ by the Institutional Investor Group in 2007 - the only Indian and one of only two winners from Asia. As CEO she led Ambit Private Wealth to 'Best Private Bank in India in the 2013 AsiaMoney polls. In 2012, she was shortlisted in the ’50 most Powerful Women’ by Fortune India. Currently, she serves as an Independent Director on the boards of Eternal Limited, Godrej Properties, Polycab India, Axis Capital, Ideaforge Technology, Girnar Software (Car Dekho). She has been a Director on the board of Oxfam and represented Women’s World Banking as their Nominee Director in India. Sutapa is an Advanced Leadership Fellow (2015) at Harvard University and is a gold Medallist in Economics from the XLRI school of Management in India, and an Economics major from Presidency College, Kolkata. She has served on the CII National Committee on 'Women’s Empowerment’ and 'The Indian Women Network’, the CII National Committee on 'Integrity and Transparency in Governance’ and the Advisory Panel of the 'India Responsible Business Forum’.
Retirement by rotation and subsequent re-appointment
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Krishna Rallapalli (DIN 03384607) and Mr. Rohit Ghanshyamdas Totla (DIN: 10391749) are due to retire by rotation at the ensuing 72nd Annual General Meeting, and being eligible, offer themselves for re-appointment.
The Board recommends their respective re-appointments.
New Corporate Office
Effective 1st April 2026, the Corporate Office of your Company has been designated at JSW Centre, Bandra Kurla Complex, Bandra (East), Mumbai, Maharashtra from the earlier address at 9th Floor, Magnum Towers, Sector 58, Golf Course Extension Road, Gurgaon - 122 011, Haryana, while the Registered Office of your Company remains at 801A, South City Business Park, 770, Anandapur, Eastern Metropolitan Bypass, Near Fortis Hospital, Kolkata - 700 107 (West Bengal).
Finance & Accounts
Your Company efficiently managed working capital and generated cash from operations of H 158.2 Crores during the year under review. Your Company had NIL borrowings as at the end of Financial Year 2025-26. Your Company’s debt equity ratio was 0.03 as at 31st March 2026.
Capital Expenditure
Capital expenditure incurred during the year aggregated to H 47 Crores.
Fixed Deposits
During the year, your Company has not invited, accepted, or renewed any fixed deposits from the public and accordingly, there is no principal or interest outstanding in respect thereof.
Management Discussion and Analysis Report
In terms of the SEBI Listing Regulations, the Management Discussion and Analysis Report is appended to this Annual Report.
Corporate Governance
Your Company is constantly benchmarking itself with the highest standards of Corporate Governance and has complied with the Corporate Governance requirements as per the SEBI
changes in the Board of Directors of the Company during the year under review, the CSR Committee was reconstituted by the Board of Directors on 9th January 2026 and subsequently on 23rd March 2026. The current composition of the CSR Committee is mentioned in this Annual Report. The CSR Committee has formulated the CSR Policy and has recommended the activities to be undertaken by the Company as specified under Schedule VII of the Companies Act, 2013. The details about the meetings of the CSR Committee and CSR activities undertaken by the Company during the financial year under review is mentioned somewhere in this Annual Report.
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