The Board of Directors of your Company hereby presents the 71^st report on the business and operations of your Company along with the audited financial statements for the Financial Year ended 31^st March 2025.

Financial statements

The Financial Statements include:

1. Standalone Financial Statements of the Company (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:

Performance overview 2024-25:

Akzo Nobel India continued to deliver yet another strong performance in 2024-25 with new highs in absolute performance across revenue (surpassing 4,000 Cr), gross margin and EBIT from operations. In tandem with topline, we continued to deliver double-digit profitability for the sixth year in a row. Our sustained performance is a testament to our resilient business model and strategic priorities.

In our Decorative Paints business, muted demand conditions and heightened competitive pressures persisted during the year. Despite these challenging conditions, the business saw good uptick in Premium, adjacencies and Projects business. The business focused on addressing portfolio gaps in Mass & Economy categories, increasing our reach in lower tier towns and improving customer experience through digitization and automation.

Our Coatings business has been growing strongly over the past two years in the backdrop of a robust business environment. Performance was built around technology, sustainable products

and strong alliances with participation in marquee projects. Our Performance Coatings find applications in Naval ships, Data Centres, Electric Vehicles and beverage cans.

While driving market share as a primary objective and sustaining profitability, your Company has been working on strategies to gain market share in the hyper-competitive environment across our Automotive & Specialty Coatings business.

Driving brand strength and distribution with innovation, color 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 global 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 following a Dividend Distribution Policy (as approved by the Board) while distributing profits to its shareholders and creating wealth for them over the years. 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 7^th November 2024, approved an interim dividend of H 70/- per equity share commemorating the completion of 70 years of your Company's operations in India. This dividend was paid by the Company by December 2024 to those shareholders whose names were appearing in the Register of Members as on 20^th November 2024, being the Record Date for the aforesaid interim dividend. Your Directors are pleased to recommend a Final Dividend of H 30/- per equity share for the Financial Year ended 31^st March 2025 in addition to the aforesaid interim dividend paid during the said Financial Year 2024-25. The Final Dividend, once approved by the Members at the ensuing 71^st Annual General Meeting (as scheduled on 4^th August 2025) would result in appropriation of H 1,366 million (inclusive of TDS) and the same will be paid to those Members whose names appear in the Register of Members as on Friday, 25^th July 2025 (Record Date). The total dividend for the Financial Year 2024-25, including the proposed Final Dividend, thus amounts to H 100/- per equity share.

Pursuant to the provisions of the Income-tax Act 1961, 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 31^st March 2025 is being sent separately to the Shareholders. Your Company shall, accordingly, deduct tax, as applicable, before making the said dividend payments.

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 31^st March 2025, 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 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

The Paints industry's prospects are intricately connected to the overall growth of the country's economy. India's huge population, positive demographics, increasing urbanisation, increasing disposable income, recovering automative industry, and the government's push on infrastructure 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 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 capitalize on the anticipated growth opportunities and overcome potential challenges.

Portfolio review, business transfers & acquisition

During the Financial Year under Report, AkzoNobel N.V., the ultimate holding/promoter company of your Company (“ANNV”) had:

(i) in October 2024, announced the conduction of its portfolio review with initial focus on Deco South Asia. The strategic review of the portfolio is being conducted in order to redeploy capital towards growing ANNV's core coatings businesses. As per the announcement, the initial focus would be on the decorative paints' positions in South Asia where the Company has a premium, highly profitable position with a strong track record of growth. The review would be exploring various strategic options ranging from partnerships or joint ventures through to mergers or divestments; and

(ii) in January 2025, offered the Company to explore sale of its Powder Coatings Business and International Research Centre (R&D) operations of the Company by way of slump sale on a going concern basis to ANNV and purchase of ANNV’s Decorative Paints Intellectual Property Rights in India, Nepal, Bhutan and Bangladesh by the Company. For the purpose of housing the aforesaid powder coatings business and international research centre operations, ANNV, on 4^th March 2025, incorporated its (indirect) 100% Wholly Owned Subsidiary (WOS) wherein the Coatings business and R&D operations of the Company as aforesaid would be transferred by way of a slump sale on going concern basis. The transfer of the aforesaid businesses and acquisition of the intellectual property rights will be subject to necessary adjustments, as may be required, prior to/on the closing date, i.e. by the 31^st December 2025, in accordance with the terms and conditions as specified in the respective Business Transfer Agreements (“BTAs”) and the Intellectual Property Sale and Transfer Agreement (“IPSTA”). Execution of the BTAs and IPSTA is conditional upon the remaining approval from the Supervisory Board of ANNV Your Company would receive the final consideration (as approved by the shareholders of the

Company) for such slump sales and payment for acquisition

after the aforesaid execution of BTAs and IPSTA. There was no

business in the WOS as of 31^st March 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 10^th 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 22^nd August 2024) as a private company limited by shares from the earlier private company limited by guarantee. Reference in this regard can be from Note No 5.1 of the Financial Statements forming part of this Annual Report.

Thereafter, on 31^st 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 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 71^st 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

(iv) The Board of Directors of the Company, at its Meeting held on 22^nd November 2024 appointed Mr. Anil Chaudhry (DIN: 03213517) as an Independent Director of the Company for a period of 3 (Three) years effective 22^nd November 2024 to 21^st November 2027 (both days inclusive). The appointment of Mr. Anil Chaudhry as an Independent Director has been approved by the Members of the Company on 2^nd January 2025, by way of postal ballot. Mr. Anil Chaudhry (aged 63 years) has over 40 years of experience, and has held global leadership roles across management, operations, sales, strategy, and business development, working from both Europe and India. Anil was the Founding CEO & Managing Director of Schneider Electric India Pvt. Ltd. (SEIPL). He has been recognized with many rewards and recognitions by Industry, Professional Independent Institutes and Governments Bodies for his work, especially in the field of Economic Development, Sustainability, Diversity, Energy Transition and Equity. Anil has published and presented numerous technical and concept papers at various national and international seminars for application of digital technology, automation & IoT for energy management and efficiency for smart infrastructure and smart cities. He is determined to setup new benchmarks for the usage of innovative techniques to provide world class solutions & services to customers and is extremely passionate towards promoting diversity & inclusion and has championed initiatives throughout his career towards this. By qualification, Anil is an engineering graduate (BE) from Thapar Institute of Engineering & Technology, Patiala, India, and had pursued Executive Management Programs from Harvard Business School, Stanford Business School and INSEAD.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Krishna Rallapalli (DIN: 03384607) is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

The Board recommends his re-appointment.

Shifting of registered office

During the year under review, pursuant to the Board's approval, the Registered Office of your Company got shifted within the local limits of Kolkata (West Bengal) from Geetanjali Apartment, 1^st Floor, 8B, Middleton Street, Kolkata - 700071 (West Bengal) to 801A, South City Business Park, 770, Anandapur, Eastern Metropolitan Bypass, Near Fortis Hospital, Kolkata - 700107 (West Bengal), with effect from 30^th October 2024.

Commencement of powder coatings production at gwalior

During the year under review, your Company, on 5^th September 2024, had commenced commercial production of the powder coating products from its plant at Gwalior, Madhya Pradesh, India,

with an installed production capacity of 5,166 T per annum (original installed production capacity) which can be expanded basis future demand. Further, this commercial production is aimed at supporting capacity expansion considering the service level need of the powder coating market demand of the Company mainly in North and Eastern India. An amount of H 1,050 million (approx.) is the Investment of the Company towards the aforesaid, and the same has been funded through internal accruals.

Finance & accounts

Your Company efficiently managed working capital and generated cash from operations of H 4,761 million during the year under review. Your Company had NIL borrowings as at the end of Financial Year 2024-25. Your Company's debt equity ratio was 4.7 as at 31^st March 2025.

Capital expenditure

Capital expenditure incurred during the year aggregated to H 1,065 million.

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 committed to maintain the highest standards of Corporate Governance and has complied with the Corporate Governance requirements as per the SEBI Listing Regulations. A separate report on Corporate Governance as stipulated under the SEBI Listing Regulations along with a Certificate of Compliance from the Statutory 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 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 26^th November 2024. 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 separately in this Annual Report.

Corporate governance

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review is presented in a separate section as Annexure I to this Annual Report.

Board evaluation

Your Company has a robust mechanism to evaluate the performance of all Board members. A detailed disclosure regarding the parameters and process of Board evaluation, along with the outcomes, has been provided in the Report on Corporate Governance.

Vigil mechanism / whistle blower policy

Your Company has a Vigil Mechanism / Whistle Blower Policy, which lays down the process to convey genuine concerns and

seek resolution towards the same without fear of retaliation. The Policy requires the Investigation team of AkzoNobel to investigate

such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct shall remain intact. It is your Company's Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of your Company or the Chairman/Chairperson of Audit Committee, and to keep the information disclosed during the investigation as confidential. The implementation of the Vigil Mechanism / Whistle Blower Policy is overseen by the Audit Committee and no employee was denied access to the Committee during the year under review.

A detailed update on the functioning of the Vigil Mechanism / Whistle Blower Policy has been provided in the Report on Corporate Governance. The Policy is available on the company's website www.akzonobel.co.in and can be accessed from https://akzonobel.co.in/pdf/policy/Whistle Blower Policy.pdf.

Sustainability

Sustainability is considered as a fundamental driver of value by the Board of your Company. We strongly believe that integrating the creation of societal value into our corporate strategy not

only fosters innovation but also ensures sustainable growth for all stakeholders.

In order to remain the best in class on Sustainability and Governance by adopting various ESG initiatives to build a better tomorrow, our focus is on providing pioneering paints and coatings that not only protect the world today but also safeguard it for generations to come. Furthermore, our sustainable business approach aligns with the global agenda outlined in the United Nations Sustainable Development Goals (SDGs).

We are committed to pursuing economic growth while minimizing our ecological footprint and maximizing our positive social impact. This commitment forms the foundation of our company's purpose, brands, core principles, and employee value proposition. It continues to serve as a catalyst for growth, innovation, and productivity.

Company's policy on Sustainability is available on Company website www.akzonobel.co.in and can be accessed from https:// akzonobel.co.in/pdf/policv/Sustainabilitv-Policv.pdf

For the information summarised in Annexure II-A to this report, the criteria used is the “BRSR Core” (mandatory since FY 2023-24), which is a subset of the BRSR, consisting of a set

of Key Performance Indicators (“KPIs”)/ metrics under Nine Environmental, Social and Governance (“ESG”) attributes, as per the format of BRSR Core specified in Annexure 17A read with the format of BRSR and the guidance note given in Annexure 16 and 17, respectively, of the SEBI Master Circular SEBI/HO/CFD/ PoD2/CIR/P/0155 dated November 11,2024, and the ‘Industry Standards on Reporting of BRSR Core’ issued by SEBI vide circular SEBI/HO/CFDPoD- 1/P/CIR/2024/177 dated December 20, 2024 (collectively referred to as the “SEBI Circulars”).

Corporate social responsibility

Your Company fully understands its role and responsibilities when it comes to society and contributing to the communities in which it operates. This forms an integral part of its sustainability agenda. Your Company engages with people and partners with various non-governmental organizations, corporates, government bodies, NGOs, self-help groups, Govt.-backed projects, in order to support sustainable projects and causes within its CSR realm. The CSR agenda of your Company is based on economic development through the broad pillars of skill building, education and community healthcare and is governed by the CSR Policy of the Company read with Schedule VII to the Act and monitored by the CSR Committee and Board.

Community healthcare (Arogya Disha and Arogya Sakha)

Your company has provided preventive and curative healthcare facilities to community through Arogya Disha and Arogya Sakha projects. Arogya Disha operates 5 community healthcare e-clinics which provide OPD facility along with tests and medicine. The

centres have benefited around 15,000 individuals this year. Arogya Sakah is a Tele consultation clinic which provides on call OPD consultation to painter community across India. Over 6,000 individuals from 5 States of India availed the facility in the year.

• 21,000 OPD provided in the year through Arogya Disha and Arogya Sakha.

• 98 Kids diagnosed with retinoblastoma were supported with drugs, diagnostics, surgery and prosthesis & implants. Another 133 kids supported with non-formal education.

• Karnataka State Health Department has provided Appreciation Letter for providing healthcare support to community through the community healthcare clinic and tele clinic.

• Community Healthcare project completed its 5 years of service and provided healthcare services to more than 90K people during the period.

Parivartan project

Parivartan (Change) project has been supporting more than 7,000 kids from their elementary education to higher secondary education. The project is running in partnership with government schools, Anganwadi centres and local communities in Bengaluru (Karnataka), Hyderabad (Telangana), Mohali (Punjab), Navi Mumbai (Maharashtra), Gwalior (Madya Pradesh) and Gurugram (Haryana).

The project has been providing enabling and interactive environments for the kids. Further self-defence training has been included at Gwalior and Gurgaon centres where 200 girl children benefitted in the year.

• Project operational in 25 government schools and 6 special centres in community.

Skill Development

Your company has been instrumental in promoting skill development, employability skilling and entrepreneurship development in youth and women. Skilling has been provided through paint academies, partnership, Deco Kaushal Vahan (Skill Van) and community based training. Indradhanush project provides opportunity to bring entrepreneur skill of women in life.

• More than 3,700 trainings provided in the year which includes 200 prison inmates and 154 drug addiction rehabilitated youth.

• Two new Kaushal Vahan's for Deco and Vehicle Refinish taining launched at Uttar Pradesh and Rajasthan. In 202425, Deco Kaushal Vahan upskilled 2,000 painters while the VR Vahan has upskilled 360 painters.

• Indradhanush Project footprint now covers more than 2,000 villages across India through 683 NCPO's.

• 3,000 rural women painters and entrepreneurs increase their income by 20-25% (Average women NCPO's profit has

increased by ? 1,000-1,500/- month).

The additional income has improved their socio-economic condition significantly.

• The project reached the milestone of 1,000 women-led stores in December 2024.

• Appreciation letter received from Maharashtra Prison Department for our livelihood rehabilitation for prison inmates.

Awards

Your Company has been recognised with various excellence in

CSR projects award.

• has received Certificate of Achievement at 2^nd NorthEast CSR Award 2024 organised by TISS (Guwahati) for providing Skill training to youth rehabilitated from drug use.

• has received 2024 CII CII-ITC Sustainability Award-significant excellence in CSR Domain.

• is in final jury round of FICCI CSR Award 2024 (Skill Training Category).

Conservation of energy, technology absorption and forex earnings and outgo

Your Company continues to use its research and development base to bring to consumers new products with improved performance features and for special applications. The details of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts)

Rules, 2014 is annexed as Annexure III to this report.

Information technology/digitalisation

Our digitalization initiative acts as a means to maintain competitiveness and leverage emerging technologies which, in turn, has brought about transformative changes in our business cycle, resulting in factory automation, advanced analytics, and improved customer experiences and at the same time driving productivity.

We are also using Advanced Planning Transformation (APT) tool to optimize our supply chain, enabling enhanced connectivity and improving demand and supply planning which has ultimately led to higher service levels, reduced inventory, and cost savings.

Automation and advanced analytics have been playing a pivotal role in achieving our Distribution 2.0 goals. Our tailored replenishment tool enhances demand management, optimizes stock tracking, and ensures efficient network management, guaranteeing product availability even in remote locations.

We are focused on implementing smart factory initiatives to enhance manufacturing competitiveness. By incorporating Internet of Things (IoT) technologies, we are improving production efficiencies, enabling predictive debottlenecking, and enhancing safety measures across our sites.

We have a portal on Overall Equipment Effectiveness (OEE) for our critical equipment in our manufacturing facilities which help us drive the efficiency improvement. Also, we have installed Automated Guided Vehicles (AGV) in 2 of our manufacturing facilities as part of automation and the implementation of Automated Storage and Retrieval System (ASRS) is in progress at Gwalior facility.

To ensure compliance with the AkzoNobel Code of Conduct, industrial hygiene and occupational health standards, Insider Trading policy, and statutory requirements, we have been utilizing digital assurance and compliance platforms.

Policy against sexual harassment

The Company has implemented a comprehensive Prevention of Sexual Harassment at Workplace Policy pursuant to the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2023 (“POSH Act”). This inclusive policy

addresses governance mechanisms and prevention measures for the women employees. It is accessible on the Company's website at www.akzonobel.co.in/corporate-governance. php#policy. The policy aims to prevent and discourage sexual harassment, outlining procedures for resolution and settlement. The Internal Complaints Committee as constituted in compliance with the POSH Act is functioning properly. Awareness workshops and programs are conducted throughout the organization to promote understanding and prevent sexual harassment.

Two complaints were reported during FY 2024-25 which stands disposed off as on 31^st March 2025, and further disclosures in this regard can be found in the Corporate Governance Report.

Related Party Transactions (RPTs)

The Company's Policy on Related Party Transactions (RPTs) can be found on the company's website at www.akzonobel.co.in/pdf/ nolicv/Related Party Transactions Policv.ndf.

This Policy ensures proper reporting, approval, and disclosure processes for all transactions between the Company and Related Parties.

All Related Party Transactions, along with any material modifications, are reviewed and approved by the Audit Committee including by way of grant of omnibus approval within the Related Party Transactions Policy framework for repetitive transactions in the ordinary course of business and at arm's length.

Independent review by a reputable accounting firm is conducted for these Related Party Transactions including aspects of ordinary course of business and at arms' length to ensure compliance with the applicable provisions under the Companies Act, 2013 and the Listing Regulations.

During the period under report:

(a) all the related party transactions were conducted in the Ordinary Course of Business and at Arm's Length basis.

(b) No Material Related Party Transactions, as per the Board's materiality threshold, were entered into by the Company except with the prior approvals of the Audit Committee and the shareholders of the Company, as the case may be.

(c) No materially significant related party transactions were entered into with the Promoters, Directors, and/or Key Management Personnel that could potentially conflict with the Company's interests at large.

Please refer Note No. 34 in the Financial Statements for related party disclosures in accordance with IND AS 24. In compliance with Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, a statement of contracts/arrangements with related parties, including certain arm's length transactions, are disclosed in Form AOC-2, which is included in this report.

Particulars of loans, guarantees or investments

There are no loans given or guarantees issued that are covered under Section 186 of the Act read with the Rules made thereunder. Details of investments made under the said Section are covered in Note No 5.1 of the Financial Statements for the year under Report.

Auditors & audit report

Statutory auditors

M/s. Price Waterhouse Chartered Accountants LLP continue as the Statutory Auditors of the Company and shall hold office till conclusion of the Annual General Meeting to be held in the

year 2026 and they have confirmed that they duly fulfil the requirements under applicable laws and regulations to continue as the Auditors of the Company.

The Statutory Auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer except two factual reporting which are self-explanatory.

Secretarial auditors

In terms of Section 204 of the Act, Secretarial Audit was

conducted for the financial year 2024-25 by M/s A K Labh &

Co., Company Secretaries, Kolkata. Their report is appended to the Board's Report, and it does not contain any qualification, reservation or adverse remarks.

Pursuant to the Regulation 24A of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Third Amendment Regulations, 2024, a listed company needs to appoint a Secretarial Auditor in the Annual General Meeting for a period not exceeding five years at a time. Accordingly, it was decided by the Audit Committee and Board to recommend the appointment of the existing Secretarial Auditor M/s A K Labh & Co., Company Secretaries, Kolkata, as the Secretarial Auditor of the Company for a period of 5 (Five) years for approval of the shareholders at the ensuing 71^st Annual General Meeting to conduct the Secretarial Audit of the Company commencing from the financial year 2025-26 till the financial year 2029-30 and his appointment shall remain valid till the Annual General Meeting to be held in the year 2030. Written consent of the Secretarial Auditor and confirmation to the effect that they are eligible and not disqualified to be appointed as the Secretarial Auditor of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder, has been received.

Additionally, in compliance with Regulation 24A of the Listing Regulations, the Secretarial Compliance Report for the Financial Year 2024-25 was received from M/s. A. K Labh & Co., Company Secretaries. This report pertains to the Company's adherence to the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, and the Rules, Regulations, Circulars, and Guidelines issued thereunder, as applicable.

The Secretarial Compliance Report is available on the Company's website and can be accessed at the following weblink: https:// akzonobel.co.in/investors.php#scr

Cost auditors

In terms of Section 148 of the Companies Act 2013, Cost Audit was conducted for the year 2024-25 by M/s Chandra Wadhwa & Co., New Delhi. The Cost Audit report for the year 2023-24 was filed with MCA within the stipulated time.

The Board has re-appointed M/s Chandra Wadhwa & Co.,

New Delhi as the Cost Auditors for conducting Cost Audit for the financial year 2025-26, whose remuneration is subject to ratification by the shareholders at the forthcoming AGM.

Cost records

The Cost Accounts and records as required under Section 148(1) of the Act are duly maintained by the Company and audited by the Cost Auditors.

Annual return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company is available on the website of the Company at www.akzonobel. co.in and can be accessed from www.akzonobel.co.in/ investors.php#anr.

Directors & key management personnel

The Board composition has undergone changes since the last Board's report. Mr. Amit Jain and Ms. Smriti Rekha Vijay ceased to be the independent directors of the Company effective 13^th August 2024 (end of business hours) and 22^nd November 2024, respectively, whereas Ms. Namrata Kaul and Mr. Anil Chaudhry had been appointed as the Independent Directors of the Company for a period of 3 (three) years each, effective 5^th August 2024 and 22^nd November 2024, respectively and such appointments got subsequently approved by the shareholders of the Company on 12^th September 2024, and 2^nd January 2025, respectively.

Mr. Krishna Rallapalli will retire by rotation at the upcoming 71^st Annual General Meeting (AGM) and has offered himself for re-appointment. The AGM Notice includes the appointment of Mr. Krishna Rallapalli, along with his brief profile as required by Listing Regulations.

Mr. Rajiv Rajgopal, Chairman & Managing Director, Mr. Krishna Rallapalli, Wholetime Director and CFO, and Mr. Rajiv L Jha, Company Secretary and Compliance Officer, serve as the whole-time Key Managerial Personnel of the Company under Section 203 of the Act.

Committees of the board

The terms of reference and composition of all the Committees of the Board has been provided in the Corporate Governance Report.

Board meetings

There were 10 (Ten) Board Meetings held during the year under review. The Board Meeting dates and the attendance of the Directors at the meetings have been provided in the Corporate Governance Report.

Directors’ responsibility statement

As required under section 134(5) of the Act, the Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March 2025, the applicable Indian accounting standards have been followed and with proper explanation relating to material departures, if any;

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 at the end of the financial year and of the profit of your Company for that period;

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

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

General

Your Directors state that no disclosure or reporting is required in

respect of the following items, as there were no transactions on

these items during the year under review:

1. The Company has issued only one class of equity shares with equal voting rights.

2. The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

3. The Chairman/Managing Director or Whole time Director/s of the Company did not receive any remuneration or commission from any other company belonging to AkzoNobel Group or associate / subsidiary companies.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals, which could impact the going concern status of your Company and its future operations.

5. There has been no change in the nature of business of your Company during the financial year under report.

6. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report except to the extent disclosed in the Annual Report.

7. Your Company did not accept any public deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 and accordingly, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

8. Your Company has complied with the applicable Secretarial Standards for the Board of Directors and General Meetings (SS-1 and SS-2), issued by The Institute of Company

Secretaries of India from time to time and for the time being in force.

9. Your Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 with any Tribunals.

10. Your Company has not made any one-time settlement against loans taken from the Banks or Financial Institutions.

11. Independent Directors have confirmed that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013.

12. No fraud has been detected during the year under report. None of the auditors of the Company has reported any fraud in the Company during the year under report.

Cautionary statement

Some of the statements in this report, describing your Company's objectives and expectations expressed in good faith, may constitute ‘forward-looking statements' within the meaning of applicable laws and regulations and may involve risks and uncertainties. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

All amounts in this report and annexures thereto are in Rupees (‘H') million, unless specified otherwise.

Acknowledgements

We thank our shareholders, our suppliers, distributors, retailers, and business partners whose continuous support and feedback helps us gain a deeper insight into the evolving needs and newer market trends, fuelling innovation and enhanced product portfolio and empowering us to stay ahead of the curve in terms of premiumisation of product. We express deep appreciation to the employees of your Company for their hard work, commitment and dedication. We also acknowledge our parent company's valuable contributions in technology and marketing, enabling improved and innovative products and enhanced customer satisfaction. We sincerely appreciate the regulatory and government authorities, bankers, stock exchanges, depositories, auditors, legal advisors, and consultants and other stakeholders. Your relentless dedication to foster a fair and ethical business environment and responsible business practices drives integrity, accountability and transparency across our business operations.