Dear Members, the Board of Directors are pleased to present the 80th integrated Annual
Report of Asian Paints Limited ("the Company") together with the audited
financial statements for the financial year ended 31st March 2026.
The Company's financial performance (standalone and consolidated) for the financial
year ended 31st March 2026 is summarised below:
The aforesaid dividends are being paid by the Company from its profits for the
respective financial years.
The dividends paid and recommended by the Board of Directors for the financial year
2025-26 are in accordance with the Dividend Distribution Policy of the Company as per
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), which is
available on the Company's website at https://www. asianpaints.com/DDPolicy.html.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as per Regulation
34 read with Schedule V of the Listing Regulations, forms an integral part of this
Integrated Annual Report. The Management Discussion and Analysis Report provides, inter
alia, an overview of the macro-economic landscape, business performance, risk management,
supply chain, internal control system, and the outlook for the period ahead.
Asian Paints Group
As on 31st March 2026, the Company has twenty-four subsidiary companies (Nineteen
international subsidiary companies), and two joint venture companies. There was no change
in the nature of the business of the subsidiary and joint venture companies during the
year.
International Business
Outside India, the Company has operations in 13 countries across four regions of the
world - Asia (Bangladesh,
Nepal, and Sri Lanka), the Middle East (Oman, Bahrain,
United Arab Emirates ("UAE"), and Qatar), Africa (Egypt and Ethiopia), and
South Pacific (Fiji, Solomon Islands, Samoa, and Vanuatu).
Financial Performance
A list of subsidiaries/joint ventures is provided as part of the notes to Consolidated
Financial Statements ("CFS"). The financial performance of the Company's select
entities for the financial year 2025-26 is provided below:
i. Asian Paints International Private Limited
Asian Paints International Private Limited ("API PL"), Singapore, is a wholly
owned subsidiary of the Company and the holding company for overseas operations except
Asian Paints (Nepal) Private Limited, Nepal and Asian White Cement Holding Limited, UAE.
APIPL's principal activity is investment holding and management.
On a consolidated basis, revenue of APIPL for the financial year 2025-26 was Rs.
2,945.63 crores with a net profit of Rs. 129.38 crores.
ii. Asian Paints (Nepal) Private Limited
Asian Paints (Nepal) Private Limited ("AP Nepal"),
Nepal, is a subsidiary of the Company. Its principal business is manufacturing and
selling of paint products in Nepal.
Revenue of AP Nepal for the financial year 2025-26 was Rs. 394.12 crores with a net
profit of Rs. 57.62 crores.
iii. Asian White Cement Holding Limited
Asian White Cement Holding Limited ("AWCHL"),
UAE, is a subsidiary of the Company. AWCHL operates through its wholly owned subsidiary
company, Asian White Inc. FZE ("AWI"), in Fujairah Free Zone, UAE, and carries
out the business of manufacturing and exporting white cement and white cement clinkers.
During the year, AWI has commenced commercial production at its manufacturing facility
in Fujairah Free Zone, UAE.
The revenue of AWCHL for the financial year 2025-26 was ' 32.59 crores with a net loss
of ' 43.33 crores.
iv. Obgenix Software Private Limited
Obgenix Software Private Limited (popularly known by the brand name "White
Teak") is a wholly owned subsidiary of the Company, engaged in the business of
decorative lighting products, fans, and other decor accessories.
Revenue of White Teak for the financial year 2025-26 was Rs. 99.24 crores with a net
loss of Rs. 55.59 crores.
v. Weatherseal Fenestration Private Limited
Weatherseal Fenestration Private Limited ("Weatherseal") is a subsidiary of
the Company, engaged in the business of uPVC and system aluminium windows and doors
segment.
Revenue of Weatherseal for the financial year 2025-26 was Rs. 74.74 crores with a net
loss of Rs. 23.24 crores.
vi. Harind Chemicals and Pharmaceuticals Private Limited
Harind Chemicals and Pharmaceuticals Private Limited ("Harind") is a
subsidiary of the Company and is engaged in the business of nanotechnology-based research,
manufacturing, and sale of a range of additives and specialised coatings.
Revenue of Harind for the financial year 2025-26 was Rs. 46.45 crores with a net profit
of Rs. 11.32 crores.
vii. Asian Paints PPG Private Limited
Asian Paints PPG Private Limited ("APPPG") is a joint venture company between
the Company and PPG Group, USA. APPPG is engaged in the business of manufacturing,
selling, and distribution of protective coatings, powder coatings, road markings, and
providing related services.
Revenue of APPPG for the financial year 2025-26 was Rs. 1,333.90 crores with a net
profit of Rs. 78.29 crores.
viii. PPG Asian Paints Private Limited
PPG Asian Paints Private Limited ("PPGAP") is a joint venture company between
the Company and PPG Group, USA. PPGAP is engaged in the business of manufacturing,
selling, and distribution of paints and coatings for automotive, original equipment
manufacturers, packaging, refinishing, marine, and other industries.
On a consolidated basis, the revenue of PPGAP for the financial year 2025-26 was Rs.
2,468.24 crores with a net profit of Rs. 331.18 crores.
During the year, PPGAP paid final dividend of
f 42.78 crores for the financial year 2024-25 and interim dividend of Rs. 72.72 crores
for the financial
year 2025-26 to the Company.
A separate statement containing the salient features of financial statements of
subsidiaries, and joint ventures of the Company in the prescribed Form AOC-1 is annexed to
CFS forming part of this Integrated Annual Report, in compliance with Section 129(3) and
other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read
with the Rules issued thereunder.
The Company does not have a material subsidiary as per the Listing Regulations. The
Policy for determining material subsidiaries is available on the Company's website at
https:// www.asianpaints.com/PolicvforMaterialSubsidiaries.html.
Key Developments within the Group
i. Scheme of Amalgamation of Asian Paints (Polymers) Private Limited with the Company
Asian Paints (Polymers) Private Limited ("APPPL"), a wholly owned subsidiary
of the Company, was incorporated for the purpose of setting up an in-house manufacturing
facility for manufacture of Vinyl Acetate Ethylene Emulsion ("VAE") and Vinyl
Acetate Monomer ("VAM") in Dahej, Gujarat.
The in-house manufacturing is expected to enhance cost efficiencies and reduce
dependence on imports.
The Board of Directors at their meeting held on 29th July 2025 approved the Scheme of
Amalgamation of APPPL, a wholly owned subsidiary of the Company, with the Company
("the Scheme") with effect from the appointed date of 1st April 2025, subject to
necessary statutory and regulatory approvals.
The Mumbai Bench of the Hon'ble National Company Law Tribunal vide its Order dated 10th
March 2026 sanctioned the Scheme. Pursuant to necessary filings with the Registrar of
Companies, Maharashtra at Mumbai, the Scheme became effective from 31st March 2026, and
all the equity shares issued by APPPL stand cancelled and extinguished.
ii. Acquisition of remaining stake in Obgenix Software Private Limited
On 27th June 2025, the Company acquired the remaining stake of 40% of the equity share
capital of Obgenix Software Private Limited (popularly known by the brand name "White
Teak") from the promoters of White Teak for a consideration of Rs. 188 crores.
The Company now holds 100% of the equity share capital of White Teak. Consequently, it
has become a wholly owned subsidiary of the Company with effect from the said date.
iii. Dilution of stake in Asian White Cement Holding Limited
Asian White Cement Holding Limited ("AWCHL"), UAE, a subsidiary of the
Company, has in accordance with the Joint Venture Agreement issued and allotted 12,08,891
equity shares, representing 16.66% of the pre-issue paid-up share capital of AWCHL, as
sweat equity to one of its other shareholders, on a non-cash basis.
Consequently, the Company's shareholding in AWCHL now stands at 60% from its earlier
stake of 70%.
iv. Scheme of Amalgamation of Nova Surface-Care Centre Private Limited with Harind
Chemicals and Pharmaceuticals Private Limited
During the year, the Board of Directors of Harind Chemicals and Pharmaceuticals Private
Limited ("Harind"), a subsidiary of the Company and Nova Surface-Care Centre
Private Limited ("Nova"), a wholly owned subsidiary of Harind, at their
respective meetings held on 24th March 2026, approved the Scheme of Amalgamation of Nova
with Harind, subject to necessary statutory and regulatory approvals.
Consolidated Financial Statements
The Consolidated Financial Statement provides the details of the performance and
financial position of each subsidiary and joint venture companies and their contributions
to the overall performance of the Company.
I n accordance with the provisions of the Act, Regulation 33 of the Listing
Regulations, and applicable Indian Accounting Standards ("Ind AS"), the audited
CFS of the Company for the financial year 2025-26, together with the Auditor's Report
forms part of this Integrated Annual Report.
Pursuant to Section 136 of the Act, the audited financial statements, including the CFS
and related information of the Company and the separate financial statements of each of
the subsidiary companies, are available on the Company's website at
https://www.asianDaints.comi/AnnualReDorts. html. Any member desirous of inspecting or
obtaining copies of the audited financial statements, including the CFS, may write to the
Company Secretary at investor.relations@ asianpaints.com.
Renewal of Joint Venture Agreement with PPG Group, USA
The Company had entered into joint venture agreements with PPG Group, USA, for
formation of 50:50 joint venture companies, PPG Asian Paints Private Limited
("PPGAP") and Asian Paints PPG Private Limited ("APPPG")
("Original JV Agreements").
During the year, the Company and the PPG Group executed Supplementary Joint Venture
Agreements to the Original JV Agreements, inter alia, extending the partnership for a
further period of 15 years. This renewal would enable PPGAP and APPPG to continue to serve
the country's industrial, protective, marine, packaging, automotive and powder coatings
customers with industry-leading solutions.
The changes made vide Supplementary Joint Venture Agreements are not material in
nature, nor do they impact the management and control of the PPGAP and APPPG.
Directors and Key Managerial Personnel
Board of Directors
As on 31st March 2026, the Board of Directors comprised of twelve Directors, six of
which are Independent Directors (including a woman Independent Director), five
Non-Executive Directors (including two women Non-Executive Directors) [Promoter(s) &
Promoter(s) Group], and a Managing Director & CEO.
During the year, there were no changes in the Directors of the Company, except for Mr.
Ashish Choksi, who was appointed as a Non-Executive Director of the Company with effect
from 1st April 2025.
The Managing Director & CEO and Independent Directors of the Company are not liable
to retire by rotation.
During the year, none of the Directors of the Company were appointed as Directors on
the Board of the subsidiary companies.
Change in Directorate
i. Appointment of Mr. Sudhir Sitapati as an Additional and Independent Director of the
Company
The Board of Directors of the Company, at their meeting held on 29th May 2026, in
accordance with Sections 149, 150, 152, 161 read with Schedule IV and other applicable
provisions, if any, of the Act and the
Listing Regulations and based on the recommendation of the Nomination and Remuneration
Committee, have approved the appointment of Mr. Sudhir Sitapati (DIN: 09197063) as an
Additional and Independent Director of the Company, not liable to retire by rotation, for
a term of five consecutive years commencing from 29th May 2026 up to 28th May 2031,
subject to the approval of the shareholders of the Company at the ensuing 80th AGM.
In the opinion of the Nomination & Remuneration Committee and Board of Directors of
the Company,
Mr. Sudhir Sitapati is a person of integrity and brings with him substantial leadership
experience in the consumer products sector, including in strategy, business transformation
and brand-led growth, which will add tremendous value to the Board in exercising his role
effectively. His experience, inter alia, in leading large consumer businesses would
provide valuable perspective to the Board and the Company.
The Company has received from Mr. Sudhir Sitapati the requisite declarations and
confirmations under the provisions of the Act and the SEBI Regulations, including
confirmation with respect to his eligibility and independence, for the purpose of his
appointment as an Independent Director of the Company.
Mr. Sudhir Sitapati is exempt from the requirement of undertaking the online
proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs
("MCA").
ii. Re-appointment of Mr. Milind Sarwate as an Independent Director of the Company
The shareholders of the Company had appointed Mr. Milind Sarwate (DIN: 00109854) as an
Independent Director to hold office for a term of five consecutive years up to 20th
October 2026.
Based on the outcome of performance evaluation and recommendation of the Nomination and
Remuneration Committee, the Board of Directors at their meeting held on 29th May 2026,
have approved the re-appointment of Mr. Milind Sarwate as an Independent Director for a
second term of five consecutive years up to 20th October 2031, in accordance with Sections
149, 152 read with Schedule IV and other applicable provisions, if any, of the Act and the
Listing Regulations, subject to the approval of the shareholders of the Company at the
ensuing 80th AGM.
In the opinion of the Nomination & Remuneration Committee and Board of Directors of
the Company, considering Mr. Milind Sarwate's preparedness, participation, experience,
contribution to the Board and Committee deliberations and the skill and expertise he
brings to the Board, the re-appointment of Mr. Milind Sarwate would be in the interest of
the Company and its shareholders.
The Company has received from Mr. Milind Sarwate the requisite declarations and
confirmations under the provisions of the Act and the SEBI Regulations, including
confirmation with respect to his eligibility and independence, for the purpose of his
re-appointment as an Independent Director of the Company.
Mr. Milind Sarwate is exempt from the requirement of undertaking the online proficiency
self-assessment test conducted by IICA.
iii. Retirement by rotation and subsequent re-appointment
In accordance with the provisions of Section 152 and other applicable provisions, if
any, of the Act and the Articles of Association of the Company,
Mr. Manish Choksi (DIN: 00026496) and Ms. Amrita Vakil (DIN: 00170725), Non-Executive
Directors of the Company, are liable to retire by rotation at the ensuing 80th AGM and
being eligible have offered themselves for re-appointment.
Based on the outcome of performance evaluation and recommendation of the Nomination and
Remuneration Committee, the Board of Directors at their meeting held on 29th May 2026,
have recommended their re-appointment as a Director of the Company, liable to retire by
rotation, subject to the approval of the shareholders of the Company at the ensuing 80th
AGM.
The resolutions for the re-appointment of Mr. Manish Choksi and Ms. Amrita Vakil are
being placed for the approval of the shareholders of the Company at the ensuing 80th AGM.
The required information as stipulated under Regulation 36 of the Listing Regulations
and Secretarial Standard on General Meetings issued by the Institute of Company
Secretaries of India ("ICSI"), including the brief profile for all the
aforementioned directors proposed to be appointed/ re-appointed have been disclosed in the
Annexure to the Notice of the 80th AGM.
Key Managerial Personnel
Mr. Amit Syngle, Managing Director & CEO, and Mr. R J Jeyamurugan, CFO, Company
Secretary & Compliance Officer, are the Key Managerial Personnel ("KMP") of
the Company in accordance with the provisions of Sections 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year, there were no changes in the KMP.
Directors' Responsibility Statement
Pursuant to Section 134 of the Act, the Directors state that:
a. in the preparation of the annual accounts for the financial year ended 31st March
2026, the applicable Accounting Standards have been followed and there are no material
departures from the same;
b. the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March 2026 and of the profits
of the Company for the financial year ended 31st March 2026;
c. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a 'going concern' basis;
e. proper internal financial controls laid down by the Directors are followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
f. proper systems to ensure compliance with the provisions of all applicable laws are
in place and that such systems are adequate and operating effectively.
This statement has also been reviewed by the Audit Committee.
Declaration from Directors
None of the Directors of the Company are disqualified from being appointed as Directors
as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the
Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or
disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of
Corporate Affairs ("MCA") or any other such statutory authority.
Further, none of the Directors of the Company are required to vacate office as a
Director of the Company under Section 167 of the Act.
The Company has, inter alia, received the following declarations from all
the Independent Directors confirming that:
a. they meet the criteria of independence as prescribed under the provisions of the
Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There
has been no change in the circumstances affecting their status as Independent Directors of
the Company;
b. they have complied with the Code for Independent Directors prescribed under Schedule
IV to the Act; and
c. they have registered themselves with the Independent
Director's Database maintained by the Indian Institute of Corporate Affairs and have
qualified the online proficiency self-assessment test or are exempted from passing the
test as requi red in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.
The Board of Directors have taken on record the declaration and confirmation submitted
by the Independent Directors after undertaking due assessment of the veracity of the same.
In the opinion of the Board, the Independent Directors of the Company are persons of
integrity, possess requisite expertise, experience and relevant proficiency.
Further, an independent and reputed firm of Practicing Company Secretaries has
confirmed that:
a. none of the Directors have been debarred or disqualified from being appointed and/or
continuing as Directors by the SEBI/MCA or any other such statutory authority; and
b. the Directors are independent in terms of the provisions of the Act, read with
Schedule IV and Rules issued thereunder, and the Listing Regulations.
All Board members and the Senior Management Personnel have affirmed compliance with
Code of Conduct for the financial year 2025-26.
Number of Meetings of the Board
During the year, seven meetings of the Board of Directors were held. The details of the
meetings of the Board of Directors of the Company held and attended by the Directors are
given in the Report of Corporate Governance forming part of this Integrated Annual Report.
The maximum interval between any two meetings did not exceed one hundred and twenty
days, as prescribed by the Act and the Listing Regulations.
Familiarisation Programme for Independent Directors
The Company conducts familiarisation sessions for all the members of the Board
including the Independent Directors at the time of appointment and on an ongoing basis to
provide them an update on business, strategy, operations, and governance.
The details of the training and familiarisation programme are given in the Report of
Corporate Governance forming part of this Integrated Annual Report and are also available
on the Company's website at httDs://www.asianpaints.com/ FamiliarisationProgramme.html.
Committees
As on 31st March 2026, the Board has six Committees: Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee, Risk Management
Committee, Stakeholders Relationship Committee, and Investment Committee.
The composition and terms of reference of all the Committees of the Board of Directors
of the Company are in line with the provisions of the Act and the Listing Regulations.
During the year, all recommendations of the Committees were approved by the Board.
The Committee composition, terms of reference, meeting details and attendance are given
in the Report of Corporate Governance forming part of this Integrated Annual Report.
Auditors and Auditor's Report
Statutory Auditors
Deloitte Haskins & Sells LLP ("DHS"), Chartered Accountants (Firm's
Registration No.: 117366W/W-100018), were re-appointed as Statutory Auditors of the
Company at the 75th AGM, to hold office till the conclusion of the ensuing 80th AGM for
the financial year 2025-26. The second term of DHS as the Statutory Auditors of the
Company expires at the conclusion of the ensuing 80th AGM.
Pursuant to the provisions of the Sections 139, 142 and other applicable provisions, if
any of the Act and Rules issued thereunder, and based on the recommendation of the Audit
Committee, the Board of Directors at their meeting held on 26th March 2026, have approved
and recommended to the shareholders at the ensuing 80th AGM of the Company, the
appointment of S R B C & Co. LLP ("SRBC"), Chartered Accountants (Firm's
Registration No.: 324982E/E300003), as the Statutory Auditors of the Company, to hold
office for a term of five consecutive years from the conclusion of the ensuing 80th AGM
till the conclusion of 85th AGM of the Company.
The Company has received written consent and certificate of eligibility in accordance
with Sections 139, 141 and other applicable provisions of the Act and Rules issued
thereunder, from SRBC. They have confirmed to hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India as required under the
Listing Regulations.
DHS has issued an unmodified opinion on the financial statements prepared as per the
provisions of the Act and Rules issued thereunder for the financial year 2025-26 and the
Statutory Auditor's Report forms part of this Integrated Annual Report. It is also
confirmed that DHS has issued unmodified opinion on the quarterly and annual financial
results of the Company for the financial year 2025-26 submitted to the Stock Exchanges, as
per the requirements of the Listing Regulations.
The profile of the Statutory Auditors is available on the Company's website at
httDs://www.asianDaints.com/ Auditors.html.
Secretarial Auditor
Dr. K. R. Chandratre, Practicing Company Secretary (FCS No.: 1370; CP No.: 5144 &
Peer Review Certificate No.: 7703/2026), was re-appointed as the Secretarial Auditor of
the Company at the 79th AGM, for a term of five consecutive years from financial year
2025-26 to financial year 2029-30.
The details of the reports and certificate received from Dr. K. R. Chandratre, inter
alia, for the financial year 2025-26, are as under:
a. Secretarial Audit Report under Section 204 of the Act read with Rules made
thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure (A-1) to
this Report;
b. Secretarial Compliance Report in relation to compliance with all applicable SEBI
Regulations/Circulars/Guidelines issued thereunder, and Secretarial Standards issued by
the ICSI, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out
in Annexure (A-2) to this Report. The Secretarial Compliance Report has been voluntarily
enclosed as a good disclosure practice; and
c. Auditor's Certificate on Corporate Governance is annexed to the Report on Corporate
Governance forming part of this Integrated Annual Report as required by Schedule V of the
Listing Regulations.
The Secretarial Audit Report and Secretarial Compliance Report for the financial year
2025-26, does not contain any qualification, reservation, adverse remark or disclaimer.
The profile of the Secretarial Auditor is available on the Company's website at
https://www.asianpaints.com/ Auditors.html.
Cost Auditors
The Company has maintained cost records for certain products as specified by the
Central Government under Section 148(1) of the Act. Joshi Apte & Associates, Cost
Accountants (Firm's Registration No.: 000240), the Cost Auditors, are in the process of
carrying out the cost audit for applicable products for the financial year 2025-26.
The profile of the Cost Auditors is available on the Company's website at
https://www.asianDaints.com/Auditors.html.
The Board of Directors, on the recommendation made by the Audit Committee, re-appointed
Joshi Apte & Associates, as the Cost Auditors of the Company to conduct the audit of
cost records of applicable products for the financial year 2026-27 at a remuneration of 7
10,50,000 plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.
Joshi Apte & Associates, being eligible, have consented to act as the Cost Auditors of
the Company for the financial year 2026-27 and have confirmed that they are not
disqualified from being appointed.
The resolution for ratification of the proposed remuneration payable to Joshi Apte
& Associates to audit the cost records of the Company for the financial year ending
31st March 2027, is being placed for the approval of the shareholders of the Company at
the ensuing 80th AGM.
The Cost Audit Report for the financial year 2024-25 does not contain any
qualification, reservation, adverse remark or disclaimer. The Cost Audit Report for the
financial year 2025- 26 will be submitted to the Central Government within the prescribed
timelines.
Policy
The Company has adopted a Policy on engagement of Auditors of the Company covering the
Statutory Auditors, Secretarial Auditor, and Cost Auditors, which includes guidance on
establishing proper procedures for determining, inter alia, qualification, eligibility,
and procedure for appointment/re-appointment/removal 0p the Auditors that confirm with the
extant norms under the applicable laws and regulations. The Policy is available on the
Company's website at https://www.asianpaints.com/AuditorsEngagementPolicy. html.
Internal Auditors
The Company has a strong and independent Internal Audit function comprising a
multidisciplinary team of Chartered Accountants, Certified Internal Auditors, Certified
Fraud Examiners, Engineers, and data experts. The function is further strengthened through
collaboration with specialised external firms with expertise in information technology,
technical review, field audits, forensics, fraud risk assessment, and other niche areas.
A risk-based Internal Audit plan is formulated and approved by the Audit Committee and
is subject to periodic review. Audit engagements are conducted using a structured
risk-based approach, encompassing evaluation of internal financial controls, governance
frameworks, compliance with management policies, system-driven controls, adherence to
applicable statutory requirements and identify opportunities to improve efficiency and
effectiveness of the processes.
The Chief Internal Auditor ("CIA") reports functionally to the Audit
Committee and administratively to the Managing Director & CEO, ensuring independence
and objectivity. The CIA is a permanent invitee to the meetings of the Risk Management
Committee and attends all meetings of the Audit Committee. During the year, the Audit
Committee held reviews to assess adequacy of Internal Audit function including talent,
experience and technology usage.
The Internal Audit function leverages cutting edge technological tools including
artificial intelligence and data analytics for audit execution, exception monitoring,
fraud risk identification, external validation, and managing audits. The CIA periodically
presents key audit observations relating to financial, operational, safety, compliance,
information security, and other critical risks to the Audit Committee, along with root
cause, corrective and preventive action plans for plugging the risks identified.
The Company has instituted a comprehensive Internal Audit Charter to enhance the
governance mechanism, define the scope, authority, and responsibilities of the Internal
Audit function, including the reporting framework of the CIA.
An abridged version of the Internal Audit Charter is available on the Company's website
at https://www.asianpaints.com/ AbridgedIACharter.html.
Reporting of Frauds by Auditors
None of the Auditors of the Company have identified and reported any fraud as specified
under the second proviso of Section 143(12) of the Act.
Related Party Transactions
Related party transactions at Asian Paints
The Company has been entering into transactions with related parties, including
entities directly and/or indirectly controlled by members of the Promoter(s) &
Promoter(s)
Group, for its business purposes for more than three decades. These transactions
primarily include transactions relating to the purchase of raw materials, packing
materials, intermediaries, and such other transactions permissible and provided for under
the provisions of the Act, the Listing Regulations, and the Income-Tax laws.
The related parties with which the Company contracts:
a. primarily supply their products to the Company;
b. bring in advanced and innovative technology for the benefit of the Company;
c. customise their products to suit the Company's specific requirements; and
d. help in enhancing the Company's purchase cycles and assure just in time supply with
resultant benefits - notably on working capital.
All of the aforementioned benefits provide the Company a competitive and cost advantage
in the market, without compromising on the quality/service levels and based on sound
commercial judgement.
The Company follows robust internal processes before entering into transactions with
related parties and the considerations which govern the transactions with related parties
are the same as those applicable for other vendors of the Company. All the transactions
are undertaken for the benefit of the Company and in compliance with the applicable laws.
None of the transactions are prejudicial to the interest of the Company.
In order to ensure transparency and arm's length pricing for such supplies by related
parties, the Company seeks multiple quotes from related parties and unrelated parties of
equal standing and appoints a related party only if such party offers competitive terms,
including pricing, as compared to unrelated parties. Along with pricing, manufacturing
capabilities to effectively serve the Company's requirements and quality parameters are
primary factors taken into consideration.
Further, the Audit Committee seeks advice from external consultants and experts on
determining, as and when required, whether a particular transaction which is being
considered by the Audit Committee would be regarded on an arm's length basis or otherwise.
As a part of the Company's annual planning process, before the beginning of a financial
year, details of all the transactions proposed to be executed with related parties,
including the estimated amount of transactions to be executed, manner of determination of
pricing and commercial terms, etc. are presented to the Audit Committee for its
consideration and approval, as required. The details of said transactions are also placed
before the Board of Directors for their information. The Director, if interested in a
transaction, does not participate in the meeting during the discussions relating to that
transaction.
Further approval is sought during the year for any new transaction/modification to the
previously approved limits/ terms of contracts with the related parties. This is followed
by a quarterly review of the related party transactions by the Audit Committee.
Policy
During the year, the Board of Directors, based on recommendation of the Audit
Committee, approved and took note of the revision to the Policy on dealing with and
materiality of Related Party Transactions and framework for transactions with related
parties of the Company to incorporate the following:
a. Changes pursuant to the amendments in the Listing Regulations and Industry Standards
on minimum information to be provided for review of the Audit Committee and shareholders
for approval of related party transactions;
b. Addition/Deletion/Modification to the list of nature of transactions forming part of
the framework for determination of arm's length price for transactions with related
parties; and
c. Other cosmetic changes, as may be necessary.
The Policy on dealing with and materiality of related party transactions is available
on the Company's website at https://www.asianpaints.com/RPTPolicv.html.
Review
All transactions with related parties were reviewed and approved, as required by the
Audit Committee and were in accordance with the Policy on dealing with and materiality of
related party transactions.
There are no materially significant related party transactions that may have potential
conflict with the interest of the Company at large.
ALL contracts/arrangements/transactions entered into by the Company during the year
with related parties were in the ordinary course of business and on arm's length basis in
terms of the provisions of the Act. Further, there are no contracts or arrangements
entered into under Section 188(1) of the Act, hence, no justification has been separately
provided in that regard.
Statutory Disclosures
The details of the related party transactions as per Ind AS-24 on Related Party
Disclosures are set out in Note no. 37 to the standalone financial statements of the
Company.
The Company in terms of Regulation 23 of the Listing Regulations submits on the date of
publication of its standalone and consolidated financial results for the half year,
disclosures of related party transactions, in the format specified by the SEBI. The said
disclosures are available on the Company's website at https://www.asianpaints.com/
StatutorvFilinos.html.
Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, is set out in Annexure (B) to this Report.
Internal Controls
The Company has implemented a comprehensive internal control framework that is aligned
with the nature, scale, complexity and geographic footprint of its operations.
These controls are consistently applied across all functions, processes, and business
units. The framework, comprising well-defined policies, procedures, and technology
systems, is designed to ensure efficient operations, safeguard assets, optimise resource
utilisation, enhance the reliability of financial reporting, and ensure adherence to
applicable laws and regulations. Ethical conduct and a strong control culture are the key
pillars of this internal control framework.
Recognising the evolving business environment and increasing operational complexity,
the Company periodically reviews and upgrades its internal control systems. The Company
has enhanced its internal control maturity with continuous move from manual detective
controls to automated preventive controls. The Audit Committee plays an active role in
evaluating the adequacy and effectiveness of these controls and provides strategic
guidance for continuous improvement. Appropriate actions are implemented in a timely
manner to further strengthen the control environment.
Internal Financial Controls related to Financial Statements
The Company has established a robust system of Internal Financial Controls over
financial reporting to ensure that transactions are duly authorised, accurately recorded,
and timely reported. This framework provides reasonable assurance regarding the accuracy
and integrity of the financial statements.
Detailed standard operating procedures, policies, manuals, and process guidelines have
been institutionalised to clearly define roles, responsibilities, and control mechanisms.
Functional heads are responsible for ensuring compliance with applicable laws,
regulations, and internal policies.
The Company effectively leverages its ERP platform, SAP RISE, for transaction
processing and financial reporting.
This system, supported by integrated IT solutions, provides a strong technological
backbone for financial controls. Investments in automation have enabled system-driven
accounting and financial reporting processes, resulting in improved accuracy, reduced
manual intervention, and faster reporting cycles. Financial statement preparation is
increasingly automated, enabling end-to-end, system-based consolidation across the Group.
The Company's Shared Services Centre has accelerated the digital transformation
journey, delivering enhanced efficiency, accuracy and control in the transaction
processing. Key initiatives include AI-driven invoice processing agents and Intelligent
Document Processing, enabling touchless operations and reducing manual intervention,
alongside Gen Al-enabled virtual assistant that has improved query resolution and
stakeholder experience. The Company has introduced instant employee reimbursements,
significantly improving turnaround time, while mobile-enabled platforms have enhanced
access to travel and expense services.
The Company has also achieved timely vendor payments with near-zero errors, reinforcing
operational reliability. Further, digitised workflows, system-driven controls and
automated payment validations have strengthened governance and standardisation. The
Company continues to invest in advanced technologies to build a scalable, future- ready,
and control-focused operating model.
The Company remains vigilant in tracking changes in accounting standards, regulatory
requirements, and statutory provisions, and ensures timely updates to systems, processes,
and controls to remain compliant. With growing business complexity, appropriate accounting
treatments are evaluated for new products, services, and contractual arrangements, and any
resulting policy changes along with their financial implications are reviewed by the Audit
Committee after validation with Statutory Auditors.
The Company's standalone financial results are subject to quarterly audit by Statutory
Auditors. Uniform accounting policies are followed across subsidiaries, with international
entities reporting in standardised formats to facilitate consolidation. The financial
statements of subsidiaries and joint ventures are audited by their respective auditors
prior to consolidation.
The Risk Assessment and Control Matrix across financial reporting processes is
periodically reviewed and tested for both design adequacy and operating effectiveness.
The outcomes of these assessments are reported to the Audit Committee, and gaps, if
any, are addressed through targeted improvements, including increased automation and
enhanced data analytics capabilities.
Vigil Mechanism
The Company promotes ethical behaviour in all its business activities and is in line
with the best governance practices. The Company has a robust vigil mechanism through its
Whistle Blower Policy approved and adopted by the Board of Directors of the Company in
compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the
Listing Regulations.
The Company has engaged an agency to manage the "Ethics Hotline" which can be
used to, inter alia, anonymously report any instances of financial
irregularities, breach of code of conduct, abuse of authority, disclosure of financial/
unpublished price sensitive information other than for legitimate purposes,
unethical/unfair actions concerning Company vendors/suppliers, malafide manipulation of
Company records in an anonymous manner.
The Policy also provides adequate protection to all its stakeholders who report
unethical practices and irregularities.
Any incidents that are reported are investigated and suitable action is taken in line
with the Company's Whistle Blower Policy. No person is denied access to the Audit
Committee.
The Whistle Blower Policy aims to:
a. allow and encourage stakeholders to bring to the management's notice concerns about
unethical behaviour;
b. ensure timely and consistent organisational response;
c. provide access to Ethics Committee comprising of senior officials of the Company
and/or in appropriate or exceptional cases to the Chairman of the Audit Committee;
d. provide protection against victimisation; and
e. build and strengthen a culture of transparency and trust.
The Whistle Blower Policy has been appropriately communicated within the Company and
its Group and is also available on the Company's website at https://www.
asianpaints.com/WBPolicv.html.
Compliance Management
The Company has a structured compliance management framework supported by a digital
compliance platform, which maps applicable legal requirements and enables monitoring
through automated alerts and dashboards.
During the year, the platform was upgraded with additional features to strengthen
usability, monitoring and governance oversight. Consolidated compliance status, key
observations and corrective actions are reviewed by senior management and placed before
the Audit Committee and Board of Directors for oversight. In addition, during the year,
the statutory compliance team reviewed and refreshed the compliance checklists to reflect
regulatory changes and to strengthen completeness and timeliness of compliance tracking.
Along with a compliance management platform, the statutory compliance team also
oversees a dedicated license management module, to track validity and renewals of licenses
across locations with system driven alerts aligned to statutory timelines and prescribed
thresholds. Any instances of delay or overdue compliance are automatically escalated to
senior management for corrective action.
In addition, the Company operates a centralised regulatory communication management
module administered by the statutory compliance team for handling notices, inspection
reports, and correspondence from statutory authorities. The system triggers immediate
alerts upon receipt, enables collaborative and version controlled response drafting,
monitors statutory response timelines, and provides end-to-end notice lifecycle tracking
supported by governance ready dashboards and MIS for senior management and Board review.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall: (i) formulate the criteria for Board
membership, including the appropriate mix of Executive & Non-Executive Directors; (ii)
lay down the criteria for appointment in Key Managerial Personnel and Senior Management
positions; (iii) approve and recommend compensation packages and policies for Directors
and
Senior Management; (iv) lay down the process for the effective manner of performance
evaluation of the Board, its Committees and the Individual Directors; and (v) play the
role of Compensation Committee in accordance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") and administer the
Asian Paints Employee Stock Option Plan 2021.
Salient features of the Nomination and Remuneration Policy of the Company are outlined
in the Report of Corporate Governance forming part of this Integrated Annual Report. The
Policy is also available on the Company's website at
https://www.asianpaints.com/NRCPolicy.html.
Remuneration of Directors, Key Managerial Personnel and Senior Management
The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management
is in accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 read with Schedule II of the Listing Regulations.
Details on the same are given in the Report of Corporate Governance forming part of this
Integrated Annual Report.
Mr. Amit Syngle, Managing Director & CEO of the Company, has not received any
remuneration or commission from any of the subsidiary companies. As the Company does not
have any holding company, hence, there does not arise a circumstance of any remuneration
or commission received by him from a holding company.
The information required under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the
Directors and employees of the Company is set out in Annexure (C) to this Report.
Board Evaluation
The Nomination and Remuneration Policy of the Company empowers the Nomination and
Remuneration Committee to formulate a process for effective evaluation of the performance
of the Individual Directors, Committees of the Board, and the Board as a whole.
The detailed process of evaluation, including criteria, and the outcomes thereto are
set out in the Report of Corporate Governance forming part of this Integrated Annual
Report.
Asian Paints Employee Stock Option Plan 2021
The Asian Paints Employee Stock Option Plan 2021 ("2021 Plan") as approved by
the shareholders of the Company was introduced to incentivise, retain, and attract key
talent through a performance-based stock option grant program and consequently enhance
shareholder value. The 2021 Plan aims to create a sense of ownership among the eligible
employees of the Company and its subsidiaries and to align their medium and long-term
compensation with the Company's performance.
The vesting criteria are primarily based on the achievement of annual performance
parameters by the eligible employees, number of years of service, and such other criteria
as may be prescribed by the Nomination and Remuneration Committee i.e., the Administrator,
from time to time.
During the year, the Company has not granted loan to its employees for purchasing
shares of the Company. Voting rights on the shares as may be credited to employees
pursuant to exercise of stock options under 2021 Plan are to be exercised by them directly
or through their appointed proxy, hence, the disclosure prescribed under Section 67(3) of
the Act read with Rules issued thereunder is not applicable.
The details of the stock options granted under the 2021 Plan and the disclosures i n
compliance with the SEBI SBEB Regulations are set out in Annexure (D) to this Report and
are available on the Company's website at https://www. asianpaints.com/AnnualReports.html.
The 2021 Plan is being implemented in accordance with the provisions of the Act and
SEBI SBEB Regulations, and is available on the Company's website at
https://www.asianDaints.com/ESOPplan.html.
The certificate from the Secretarial Auditor on the implementation of the 2021 Plan in
accordance with Regulation 13 of the SEBI SBEB Regulations, has been uploaded on the
Company's website at https://www. asianpaints.com/AnnualReports.html. The certificate will
also be available for electronic inspection by the members during the ensuing 80th AGM of
the Company.
Corporate Social Responsibility
During the financial year 2025-26, the Company spent Rs. 115.14 crores towards
Corporate Social Responsibility ("CSR") activities, including set-off of excess
CSR spends of Rs. 0.51 crore from the previous years, in accordance with the CSR annual
action plan approved by the CSR Committee and the Board. The Company's CSR initiatives are
focused on health & hygiene, vocational skills and water stewardship.
The CSR Committee confirms that the implementation and monitoring of the CSR Policy was
done in compliance with the CSR objectives and policy of the Company.
The CSR Annual Report in the prescribed format is set out i n Annexure (E) to this
Report. I mpact assessment disclosures, where applicable, are included in the CSR annexure
and the detailed reports are hosted on the Company's website.
The CSR Policy is available on the Company's website at
https://www.asianpaints.com/CSRPolicy.html.
Risk Management
The Company views risk as an inherent element of its business landscape and is
committed to managing it in a structured, forward-looking, and effective manner. Sustained
success depends on the Company's ability to balance risk management with opportunity
creation, supported by continuous evaluation of both internal and external risk factors to
limit adverse impacts.
A systematic framework underpins the Company's approach to risk management, involving
regular identification, assessment, recording, mitigation, and monitoring of risks.
Periodic risk assessments are conducted to evaluate potential threats and opportunities
that may influence the achievement of strategic and operational objectives.
The Steering Committee proactively identifies emerging risks such as advancements in
artificial intelligence, changes in regulatory framework, and shifts in global trade, and
undertakes rigorous evaluation to develop both short-term and long-term mitigation
strategies for risks with material impact. These actions are embedded within the Company's
strategic and business planning processes by the senior management, ensuring that risk
considerations are integral to decision-making. Mitigation efforts include preventive
controls to reduce likelihood and impact, as well as contingency planning to manage
outcomes if risks materialise.
The risk management framework is designed to enable value creation in uncertain
environments, reinforce governance standards and ensure resilience. Continuous oversight
and periodic reviews ensure that the risk management framework remains dynamic and aligned
with evolving business and external conditions.
The Company has formalised its approach through a Risk Management Policy, which
provides the risk management structure including guidance on addressing risks and
leveraging opportunities. Oversight of risk management rests with the Risk Management
Committee, which has been entrusted with responsibility by the Board to review the risk
management processes and ensure adequacy of risk management system.
The Company periodically strengthens its risk management practices to keep pace with
increasing complexity and a rapidly evolving environment, with the objective of
maintaining risks within the defined appetite. Based on the Board's evaluation, no risks
currently threaten the Company's continuity. Key risks and mitigation strategies are
disclosed in the Management Discussion and Analysis section formi ng part of this I
ntegrated Annual Report.
The Risk Management Policy of the Company is available on the Company's website at
https://www.asianpaints.com/ RMPolicy.html.
Integrated Annual Report
The Company continues with its integrated reporting journey in the current financial
year, aligning with its purpose of Bringing joy to people's lives. This is the sixth year
of publication of the Integrated Annual Report of the Company in line with the framework
published by the International Financial Reporting Standards Foundation
("IFRS").
The Global Reporting Initiative disclosures presented in this Integrated Annual Report
have been subject to reasonable/ limited assurance. The Assurance Report issued by
Deloitte
Haskins & Sells LLP has been annexed to this Integrated Annual Report.
The Integrated Annual Report comprises both financial and non-financial information to
illustrate how different 'capitals' are deployed to enable the creation of value, thereby
enabling the members to make well-informed decisions and have a better understanding of
the Company's long-term perspective and value creation for all the stakeholders. The
Integrated Annual Report, like last year, is structured around Environmental, Social and
Governance ("ESG") commitments and how they are integrated into the Company's
business strategy. The Company's focus on creating sustainable operations, supported by
empowered people and world-class governance, helps to build and grow the Company's
business seamlessly.
The key initiatives taken by the Company, inter alia, with respect to the stakeholder
engagement, ESG, Health & Safety of employees/workers, and progress against ESG
commitments have been provided separately under various sections of this Integrated Annual
Report.
During the year, the Company undertook a Double Materiality Assessment
("DMA") to identify and prioritise key ESG matters based on their impact on
society and the environment, as well as their potential financial implications for the
Company. The assessment involved identifying relevant ESG topics, stakeholder engagement,
impact and risk assessment, and validation by management. The outcomes of the DMA shall
support informed strategic decision-making and enhance transparency for investors by
highlighting ESG factors relevant to the Company's long-term value creation and risk
management.
The Board acknowledges its responsibility for the integrity of the report and the
information contained therein.
Corporate Governance Report
In compliance with Regulation 34(3) read with Schedule V of the Listing Regulations, a
separate Report on the Corporate Governance, as stipulated under the Listing Regulations
is presented in a separate section forming part of this Integrated Annual Report.
Business Responsibility and Sustainability Report
I n compliance with Regulation 34(2)(f) of the Listing Regulations, the Business
Responsibility and Sustainability
Report ("BRSR") on the environmental, social, and governance disclosures,
including BRSR Core consisting of
Key Performance Indicators as stipulated under the Listing Regulations is presented in
a separate section forming part of this Integrated Annual Report.
Annual Return
In accordance with Section 92(3) read with Section 134(3)(a) of the Act and the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as
of 31st March 2026 in Form MGT-7, is available on the Company's website at
https://www.asianpaints.com/ AnnualReturnFY2025-26.html. The Annual Return will be
submitted to the Registrar of Companies within the timelines prescribed under the Act.
Policy on Prevention of Sexual Harassment at Workplace
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual Harassment
Act"), the Company has formulated a Policy for prevention, prohibition and redressal
of sexual harassment at workplace ("POSH Policy") and set up Internal Complaints
Committees, as and where required, to redress complaints relating to sexual harassment at
workplace. The POSH Policy is available on the Company's website at
https://www.asianpaints.com/ POSHPolicy.html.
The Company is committed to providing a safe and conducive work environment to all of
its employees and associates.
Further, the POSH Policy also covers contract workers, probationers, temporary
employees, trainees, apprentices of the Company and any person visiting the Company at its
office.
The Company periodically conducts sessions for employees across the organisation to
build awareness about the Policy and the provisions of the Prevention of Sexual Harassment
Act.
The complaints of sexual harassment received during the financial year 2025-26 by the
Company were investigated in accordance with the POSH Policy and were resolved within the
timelines prescribed in the Prevention of Sexual Harassment Act. The details with respect
to such complaints and its status thereto, is as under: