Your Directors have pleasure in presenting the Annual Report of the Company, together with the audited accounts for the financial year ended on 31st March, 2026.
Financial Results
| Standalone | Consolidated | |||
Particulars |
Current Year | Previous Year | Current Year | Previous Year |
| 2025-2026 | 2024-2025 | 2025-2026 | 2024-2025 | |
| Profit before Depreciation, Finance Cost, Share of Profit/(Loss) from Joint Ventures and Tax | 1879.44 | 1796.35 | 1940.00 | 1950.87 |
| Add: Share of Profit from Joint Ventures | – | – | 51.05 | 35.06 |
| Less: | ||||
| Exceptional Loss | 49.99 | – | 53.29 | – |
| Depreciation and Amortisation Expense | 345.63 | 317.75 | 392.09 | 354.19 |
| Finance Cost | 45.60 | 47.86 | 57.57 | 63.27 |
| Profit Before Tax | 1438.22 | 1430.74 | 1488.10 | 1568.47 |
| Less: Tax Expense | 342.56 | 353.24 | 360.08 | 385.66 |
| Profit After Tax | 1095.66 | 1077.50 | 1128.02 | 1182.81 |
| Add: Other Comprehensive Income/(Loss) for the year Net of Tax | 2.74 | 0.22 | 71.77 | (3.33) |
| Total Comprehensive Income | 1098.40 | 1077.72 | 1199.79 | 1179.48 |
Financial Performance
Highlights of the Standalone Results: a. Revenue from Operations for the year ended 31st March, 2026 was Rs.10,420.1 Crore as against Rs.10,169.2 Crore in the corresponding last financial year, representing an increase of 2.5% over the corresponding period of last financial year. b. EBITDA (excluding other income) for the year ended 31st March, 2026 was Rs.1,686.6 Crore as against Rs.1,674.1 Crore in the corresponding last financial year, representing an increase of 0.7% over the corresponding period of last financial year. c. Net Profit for the financial year ended 31st March, 2026 was Rs.1,095.7 Crore as against Rs.1,077.5 Crore recorded in the previous financial year, representing an increase of 1.7% over the corresponding period of last financial year.
Highlights of the Consolidated Results: a. Revenue from Operations for the year ended 31st March, 2026 was Rs.11,880.3 Crore as against Rs.11,544.7 Crore in the corresponding last financial year, representing an increase of 2.9% over the corresponding period of last financial year. b. EBITDA (excluding other income) for the year ended 31st March, 2026 was Rs.1,833.3 Crore as against Rs.1,856.1 Crore in the corresponding last financial year, representing a decline of 1.2% over the corresponding period of last financial year. c. Net Profit for the year ended 31st March, 2026 was Rs.1,128.0 Crore as against Rs. 1,182.8 Crore in the corresponding last financial year, representing a decline of 4.6% over the corresponding period of last financial year.
The Board of Directors have recommended a dividend of Rs.4.00 (400%) per equity share of Rs.1.00 each fully paid up for the financial year ended 31st March, 2026. Dividend is subject to approval of the shareholders.
Industry Structure and Development
The global growth remained resilient at 3.4% in 2025 (3.3% in 2024), amidst several headwinds such as prolonged geopolitical tensions, trade-related uncertainty and higher debt levels which were counterbalanced by tailwinds like fiscal and monetary support, accommodative financial conditions and surging investment in technology. Global inflation eased to 4.1% in 2025 from 5.8% in the previous year, reflecting the impact of softening energy prices, normalization of supply chain constraints, even as core and services inflation remained sticky. The dis-inflationary process, however, remained uneven across countries with relative stickiness, in services inflation in major advanced economies.
The world trade (goods and services combined) volume growth, projected at 2.8% in 2026, remains slightly sensitive to shifts in the geopolitical landscape, and energy prices-driven inflation risks. The evolving growth inflation dynamics, particularly the resurgence of supply shock-driven inflation risks in the aftermath of the West Asia conflict, may require central banks to carefully balance the objective of containing inflation against the need to minimize adverse spillovers on growth, warranting cautious calibration of monetary policy parts.
India remained the fastest growing major economy, expanding at 7.6% during 2025-26 (7.1% a year ago), supported by strong domestic consumption, sustained investment, proactive policy initiatives and sound macroeconomic fundamentals. Infiation remained distinctly low during major part of the year. The financial sector remained resilient on the back of healthy bank and non-bank balance sheets, improved asset quality and capital buffers, enabling double-digit credit growth. On the fiscal front, consolidation efforts continued along with improvement in expenditure quality and containment of revenue expenditure. A modest Current Account Deficit (CAD) and adequate forex reserves provided resilience to the external sector even as portfolio investment exhibited net outflows.
Indias Industrial sector continues to display strong momentum despite an evolving and challenging global environment, supported by reforms in infrastructure, logistics, ease of doing business and innovation systems. The next phase of industrialization will require a calibrated shift from a model centered mainly on import substitution towards one focused on scale, competitiveness, innovation and deeper integration of various resources available.
The Paint Industry
The world paints and coatings market size in 2026 is estimated at USD 192.46 Billion, growing from 2025 value of 185.74 Billion with 2031 projections showing USD 229.9 Billion, growing at 3.62% CAGR over 2026-31. Steady demand from residential construction, infrastructure upgrades and sustainable product innovation underpins this moderate expansion even as raw material cost swing sharply and environmental regulations tighten. Asia paci_c holds structural advantages. Rapid urban migration, large scale capital projects and expanding industrial output collectively fuel Asia Pacific regional consumption at a noticeably faster rate than mature economies. Across technologies, the migration to low – VOC water – borne chemistries remains the single most in_uential trend, reinforced by government emission caps and customer preference for greener specifications. Simultaneously, producers are digitizing color matching, plant scheduling and quality control work flows to mitigate any labor shortages and compress time to market. Competitive intensity is rising as the top dozen players pursue targeted acquisitions that create leaner portfolios and unlock scale efficiencies in the global paints and coatings industries.
For the Indian paints and coatings industry, 2025 was a mixed bag. After years of calm and status quo the industrys equilibrium was disturbed by the entry of a few deep – pocketed domestic entrants and the acquisition of Akzo Nobels business by one of these newcomers.
2025 was marked with muted growth for the Indian paints and coatings industry, which faced multiple head -winds, leading to slower growth in the architectural segment. Robust growth in the automotive sub-segment was not sufficient to elevate the numbers for the overall paints and coatings industry. Almost all the major paint companies reported modest growth numbers in their successive quarterly financial results.
The extended monsoon season which impeded construction activities, had an adverse impact on the demand in architectural coating sub-segment which accounts for nearly 70% of the overall coatings market.
On the positive side, for the major part of FY26, there was a significant reduction in the input / raw material cost and the annual average price of crude oil was the lowest since 2020 though the same was badly hit due to the geopolitical tension and war in the middle east during February and March 2026.
Company Operations
FY 2025-26 was shaped by three converging headwinds. Consumption growth was visibly subdued, particularly in the first half of the financial year, as urban spending remained muted and home improvement decisions were deferred. An extended monsoon, commencing as early as mid-May and persisting through the third week of October, a full month longer than the usual, translated directly into channel inventory build-up, trade network stress, and postponement of painting activity. The competitive landscape intensi_ed, with new entrants who are well-capitalised and continued regional brand aggression adding to the headwinds for growth. A price reduction of approximately 2% – 2.5% taken in certain product categories in the prior year also continued to weigh on the value growth.
Your Company, despite various challenges during financial year 2025-26 achieved a volume growth of 7.7%. Revenue from Operations on a consolidated basis stood at Rs.11,880.25 crores, reflecting growth of 2.9% y-o-y. We held EBITDA margins broadly in line with FY 2024-25, through disciplined cost management across the business. The quality of our Balance Sheet remained a source of strength, and we closed FY 2025-26 net cash-positive, with zero long-term debt.
Like every year, the Company has introduced a range of innovative products designed to address evolving consumer needs and strengthen its competitiveness in the market. A brief overview of some of the key product launches are provided below:
HomeShield Roof Kool & Seal PU is an advanced and upgraded version of Roof Kool & Seal, which was first introduced in FY 2024–25. Uniquely positioned to offer the dual benefits of waterproo_ng and heat reduction, the new variant is enhanced with PU technology, delivering long-lasting protection of up to 15 years. The one-component PU-modified liquid waterproo_ng membrane forms a seamless, highly flexible barrier capable of bridging cracks. In addition to superior waterproo_ng performance, the product offers infrared ray reflection, anti-microbial protection, and excellent dirt pick-up resistance, making it ideal for long-term roof and terrace applications. With its strong value proposition, the range is well-positioned in the waterproo_ng solutions segment, and your Company is confident of achieving even stronger growths in the coming financial year.
A new introduction in the value for money waterproo_ng solutions is
HomeShield Damp Shield. A damp-proo_ng solution designed to protect walls and other substrates affected by moisture ingress, dampness and water seepage. Formulated with special-grade pigments and micro_bers, it forms a tough protective _lm on the substrate, effectively preventing damp-related damage and extending the life of the overall paint system and topcoat. With its strong performance and affordable positioning, HomeShield Damp Shield offers consumers a reliable and cost-effective solution for damp-proo_ng applications.
Kolor Plus has been introduced to address a long-standing gap in the Companys interior emulsions portfolio. Positioned as a bridge offering between the economy emulsion range and the super-premium offering (Easy Clean), the product will offer consumers with an attractive proposition of performance and value. Engineering with European technology, Kolor Plus comes with unique Colour Guard Technology that offers superior color retention and excellent one-coat hiding. With its best-in-class coverage and opacity the product gives interior walls a beautiful smooth finish and makes it a compelling choice in the mid-premium interior segment.
Another addition to the portfolio is the introduction of Metallics range
– Water based & Solvent based. While metallic finishes cater to a niche segment, they continue to witness steady consumer demand owing to their premium aesthetic appeal. The water-based Metallics range, introduced under the Silk brand, is formulated with weather-resistant pigments and delivers excellent performance on both interior and exterior surfaces. The solvent-based Metallics range, launched under the Luxol brand, is powered by specially designed proprietary PU resins that provide superior durability and long-lasting sheen retention. Designed for versatile applications, the Metallics range offers consumers an attractive solution for creating distinctive and premium decorative finishes.
Bison Plaster Shield is a polymer-enriched, white cement-based whitewash developed to address the increasing use of coarse M-sand and pit sand in plastering, which leaves surface pores that affect paint finish. Traditional solutions such as putty slurry, low-quality cement paint/lime wash, or direct primer application result in issues like poor durability, higher labor costs, uneven surfaces, and excessive primer consumption. Bison Plaster Shield fills plaster pores, creates a smoother surface for primer application, improves opacity and finish, provides strong adhesion, reduces primer and topcoat consumption, and saves time and cost.
Express Painting: FY 2025–26 has been a defining year for Berger Express Painting (XP), where resilience met scale and systems translated into sustainable growth. The business demonstrated strong structural capability, deeper market penetration, and improved contractor productivity.
Today, Berger Express Painting (XP) standsasastrong,scalable&dependable service ecosystem—positioning XP as a dependable and growth-ready service engine.
Highlights 2025-26
• 33,000+ customers served across India
• Customer feedback with 4 plus CSAT score out of 5.
Complaint Management: The introduction of the updated Complaint Management System (CMS) in FY 2025–26 marks a significant step toward strengthening Berger Express Paintings service backbone. Designed to enhance responsiveness, accountability, and customer satisfaction, the system reinforces our commitment to delivering superior and reliable painting experience.
The CMS has been built as a robust, scalable framework capable of handling increasing service volumes while ensuring consistent resolution quality.
Key Highlights
• Centralized Complaint Tracking: A uni_ed platform ensuring all customer complaints are logged, tracked, and resolved systematically - eliminating gaps and delays.
• Improved Turnaround Time (TAT): Faster complaint resolution through structured workflows and defined decentralized accountability at each stage.
• Enhanced Visibility & Control: Real-time interaction with stakeholders during the work-in-progress stage that enables proactive intervention and better governance.
• Standardized Resolution Protocols: Defined SOPs ensure consistency in handling complaints across markets and contractors.
• Integration with XP Ecosystem: Seamless linkage with lead lifecycle, job execution, and contractor performance—creating a closed-loop system.
We at Berger have introduced the ‘iTrain program as a CSR initiative towards skilling and up-skilling of painters through extensive training programs spread across the country. This program is aimed at equipping painters with innovative products and processes of painting resulting in better customer experience while improving the quality of life of those trained in these academies. To reach the far-_ung areas and aspirational districts in India, the mobile iTrain program is being run by a reputed NGO, Smile Foundation as an implementing partner on behalf of the Company. The results have been extremely encouraging since partnering with Smile Foundation has brought in more efficiency into the program. Traditionally, painting has been a male dominated profession, though your Company is committed to empowering women in the industry by providing them with requisite training and vocational skills so that they take up painting as a profession. You may be happy to learn that quite a few success stories have already surfaced wherein women are seen to be performing extremely well.
Your Company remains the 2nd largest player in the decorative paints business in India with an extensive array of not only innovative and differentiated products, but also advanced services aimed at improving the painting experience for consumers. Your Company continued to grow despite a difficult economic scenario, in the financial year 2025-2026, the extended monsoons, impact of new players in the paint industry, price & supply disruptions caused due to the war in the middle east and the state elections in the east had a hand in disturbing business sentiment. This led to the luxury category remaining impacted with less than expected growth, the premium emulsion segment saw impressive improvement in Anti Dustt and the new product launch of Kolor Plus also saw good traction. Other new introductions, including the metallic finishes in emulsions and enamel saw significant acceptance from the market and should continue to add value in the coming months. The economy segment remained under pressure from competitive activity but continued to grow. HomeShield continued to perform well followed by the Wood Coating segment and in similar fashion your Company continued to perform well in the Distributor category, Prolinks, Stores and IDEA segments.
The effort on the part of the Company towards protecting its network was successful on two fronts – protecting the Gold Card dealers through a combination of improved servicing & strong relationship management delivered dividends here. The network expansion drive was also very successful with the highest ever network expansion taking place with the installation of color bank machines. Your Company will continue these efforts while adding steps to improve productivity in the months ahead.
Your Company remains the thought leader and industry benchmark in Applicator Loyalty programs and has added a number of Key Contractors and Master Painters to the program who are key to your Companys success. The level of incentives given to painters and contractors by your Company is lucrative and easy to redeem. With digitization of reward systems, the mode of redemption has become faster and simpler. The ERP & CRM modules integrated with business processes are already making a difference and due to your Companys digitization readiness, it is well positioned to reap the benefits of technology.
Your Companys ‘Shop In Shop concept is unique and has started to give good dividends and is expected to continue over the coming years. With an eye to expanding the network, engaging with dealers, distributors, key contractors etc., your Company is well positioned to not only hold their position versus competition but progress. Backed up by a motivated team, innovative products, supportive dealer and applicator networks and the trust and legacy of over 100 years of performance, your Company is poised to grow in the decorative paints segment over the coming years.
Prolinks performance, a key focus area especially in a growing economy is being enhanced with the addition of an innovative key account program to improve both performance and productivity going forward.
Berger HomeShield, since its inception in 2017, has become one of the main growth drivers for the Company. In FY 2025-2026, Berger HomeShield maintained its growth curve and enhanced its position as an eminent player in the field of construction chemicals and waterproo_ng. In the construction chemicals category, Berger along with its subsidiary Company STP Ltd. is now a fast-growing No. 3 that is rapidly climbing the ranks.
Protecton: Protecton, the protective coatings division of Berger Paints India Limited, is the market leader in protective coatings in India.
Engineered for the most demanding operating environments — oil refineries, chemical plants, power installations, railways, coastal bridges, airports, and nuclear facilities — Protecton delivers bespoke, technologically advanced solutions that guarantee durability, corrosion resistance, and extended asset life. In an era where the cost of premature asset failure is measured not just in rupees but in notional productivity, Protectons value proposition remains strategically relevant.
Protecton has sustained an impressive 15% CAGR since FY 2020–21. This trajectoryisguidedbytheGITAframework
– Growth through market depth and new segments; Innovation and Infra, leveraging Indias historic infrastructure investment cycle; Technology and Transformation, embedding next-generation coating science into every solution; and Acceleration through Atmanirbharta, ensuring that world-class protective coatings are conceived, engineered, and manufactured on Indian soil.
The standout innovation is BERCHAR WB70 — Protectons indigenously developed water-based intumescent coating for passive fire protection of critical structures. In a market long dependent on imported fire protection systems, BERCHAR WB70 is a definitive Make in India breakthrough. Public structures like Airports which are vast public spaces where passive fire protection is not merely a regulatory requirement but a moral obligation to the millions of passengers who transit through these facilities every day. With BERCHAR WB70, India no longer needs to look beyond its borders for a world-class intumescent solution — one that is made here, tested here, and trusted here.
Protectons project credentials continue to span the length and breadth of Indias infrastructure story — the New Pamban Railway Bridge, the Chenab Rail Bridge, Yashobhoomi, Chennai and Bengaluru Airports, IOCL Paradeep and Numaligarh Refineries, the Delhi–Meerut RRTS, and many more. Each credential is proof that when India builds the extraordinary, Protecton protects it.
Indias twin commitments — Viksit Bharat@2047 and Net Zero by 2070 — demand that every rupee invested in infrastructure yield the maximum possible lifespan. Durability is not peripheral to sustainability; it is foundational to it. Every additional decade of corrosion-free life for a bridge, a refinery, or an airport structure represents enormous savings in embodied carbon, avoided reconstruction, and preserved natural resources. In parallel, Protecton is accelerating its commitment to low-VOC and zero-VOC formulations. BERCHAR WB70 is water-based by design. Products like wet surface epoxy coatings and solventless chemical-resistant tank linings reflect the same ethos. Sustainable coatings must begin at the plant, not just at the point of application — and Protectons manufacturing processes are being continuously optimized for lower waste, reduced solvent use, and cleaner production.
Viksit Bharat is being built at a speed that demands supply chain certainty. Berger Paints Indias large, distributed, and modernised manufacturing infrastructure gives Protecton the ability to scale supply rapidly, innovate formulations, and deliver indigenously manufactured solutions — without the lead-time vulnerabilities of import dependence. This is Atmanirbharta in its most practical form: not just a philosophy, but a supply chain reality that enables India to build faster, safer, and greener.
Automotive Coatings
Berger, together with Berger Nippon Paint Automotive Coatings Pvt. Ltd.—the joint venture between Berger and Nippon Paint Automotive Coatings Co., Ltd., Japan—continues to hold a position in Top 3 in the Indian automotive coatings market.
During FY 2025–26, the Automotive Division delivered healthy value growth and EBITDA expansion. Notably, the Division achieved its highest-ever EBITDA-to-sales ratio, surpassing even the previous years record, reflecting sustained operational excellence and an enhanced product mix.
During the year, the Company successfully introduced the next-generation tin-free Cathodic Electro Deposition (CED) technology across major commercial vehicle OEMs, reinforcing its commitment to environmentally responsible and advanced coating solutions. The Direct-to-Metal (DTM) coating system also received approval from leading OEMs in the construction equipment segment, further strengthening the Companys position in this high-growth market.
In the two-wheeler and electric vehicle (2W/EV) segment, the Company introduced an innovative Monocoat System for OEM applications, offering improved process efficiencies and cost benefits. Additionally, polyurethane (PU)-based coating technology was successfully introduced for OEM tractor production lines. These developments underscore the Companys strong research and development capabilities, enabling the commercialization of differentiated, value-engineered products that deliver both performance and cost advantages.
General Industrial (GI) Coatings
In the General Industrial (GI) segment, Berger, along with its wholly owned subsidiary SBL Specialty Coatings Pvt. Ltd., continues to maintain a leadership position in the Indian market.
Although overall industry growth during FY 2025–26 remained moderate, resulting in a challenging business environment, the Company made significant strategic advances across key segments. Notable progress was achieved in the rapidly expanding electric rickshaw (E-rickshaw) market, while the successful introduction of new metallic shades strengthened the Companys presence in the ceiling fan industry.
The dealer distribution network witnessed substantial expansion during the year, with nearly 60% of total sales being generated through the dealer channel, highlighting the effectiveness of the Companys market outreach strategy.
Driven by continuous innovation, the Company also introduced Internal Food-Grade Clear Coatings for mild steel (MS) barrels. These specialized coatings render the barrels chemically inert, minimizing the risk of contamination and making them suitable for the safe storage and transportation of food and beverage products, in compliance with stringent industry requirements.
Powder Coatings
During FY 2025–26, the Companys Powder Coatings business maintained a disciplined focus on profitability while pursuing sustainable growth. Strategic price rationalization measures were implemented to enhance value realization, which initially impacted sales volumes but contributed positively to overall profitability.
The Company secured a strong business position with two of Indias largest air-conditioner manufacturers, reinforcing its presence in the consumer durables segment. It also established itself as a key supplier to one of the countrys leading earthmoving equipment manufacturers, further expanding its footprint in the heavy engineering sector.
In the defence sector, the Company commenced supplies of powder coating solutions for ammunition storage boxes, meeting the stringent performance and durability requirements applicable to defence applications.
The Company also launched Soft-Feel Powder Coatings, engineered for decorative applications such as bottles, household appliances, office furniture, and similar products. These advanced coatings impart a premium velvety, rubber-like or leather-like tactile finish, significantly enhancing the aesthetic appeal and user experience of coated components.
Furthermore, the Company expanded into the architectural coatings segment by commencing supplies for aluminium channels used in modern building applications.
As part of its continued product innovation efforts, the Company developed a high-performance heat-resistant powder coating capable of withstanding temperatures of up to 650–700?C. The product is ideally suited for demanding applications such as automotive muf_ers, stove tops, barbecue grills, and other components requiring exceptional thermal resistance.
Research and Development (R&D):
Built to withstand. Ready to grow. Our R&D strategy and initiatives are built based on this. Research and Development pipeline is skillfully designed to support existing business as well as to meet anticipated customer needs for future.
With more than 100 years of experience and capable R&D resources, we are agile enough to respond to any development needs and to withstand market threats quickly. Over the years, we have engineered a diverse portfolio of differentiated products across both architectural and industrial segments, each designed to perform under the most demanding situation. Our coatings are not only formulated to endure extreme weather, corrosion, and wear, but also to adapt to meet evolving aesthetics, environmental, and functional needs.
This dual focus has allowed us to stay ahead of the market. Backed by deep technical expertise and a strong culture of innovation, our teams continuously push boundaries to set the benchmark and develop smarter formulations with application efficiency, and low environmental impacts. Development of new products with special features is done backed by the deeper understanding of the need gap of the market and technological advancement in the area. This helps us to grow the business ahead of the competition. Our commitment to innovation and experimentation has helped us to come out with many products with first movers advantage which became the market benchmark over time.
As industries and infrastructures evolve, we remain prepared — not just to respond, but to lead by creating solutions which are robust enough to withstand and to provide opportunities for growth.
Information Technology:
FY 2025-26 was a year of strengthening your Companys digital foundation while sealing capabilities that directly enable business growth resonating our organizations ethos of ‘Built to Withstand. Ready to Grow. Your Companys technology initiatives focused on building resilience across infrastructure, data and cyber security; standardizing and digitizing core enterprise processes; and accelerating responsible adoption of AI and Cloud to improve productivity, speed of execution and decision-making across the organization.
Built to Withstand (Resilience & Controls): Your Company deployed Oracle Audit Vault and Database Firewall (AVDF) on Oracle cloud infrastructure to strengthen protection and auditability of critical databases through real time activity monitoring and comprehensive audit trails; expanded defense – in depth courage across 3800 plus end points; and maintained strong IT general control and governance. While MDR (Managed Detection and Response), EDR (Endpoint Detection and Response), ensures the data at rest in our enterprise grade data center. The ZTA (Zero Trust Architecture) ensures the encrypted data transmission over secured point to point tunnel to take care of security aspects of data in transit.
Modern Infrastructure, Higher Readiness: Your Company completed a major data center refresh with all-_ash storage and migration to Nutanix AHV hyper converged infrastructure, improving performance, reducing complexity and enhancing disaster recovery readiness for production work loads. We have hosted over 173 plus applications to cater to 150 plus locations and over 3500 plus users. By leveraging latest technology of IT infrastructure Elastic Scaling in intelligent snapshots, Golden Backups. We have transformed Berger Paints into a high cyber and data resilient enterprise.
Ready to Grow (Digitization that Scales): Delivered enterprise platforms that strengthen, commercial and supply chain execution – sales force for uni_ed customer and sales visibility; PANDO for pan – India logistics digitization continues to contribute to freight cost reduction and Happay for policy – complaint spend governance enabling faster reimbursement cycles with robust audit trails. Warehouse management system implementation over 47 locations in last fiscal added to our journey of WMS implementation leading to implementation in 142 locations including 132 warehouses and 10 plants which ensures optimal inventory management. By introducing the concept of VID (Virtual ID), we have streamlined the collection process with completely automated process of collection and easy reconciliation. Laboratory Information Management System (LIMS) ensures the laboratory data stored in a secured way of posterity.
We are also one of the early adopters of AI in paint industry. We use AI extensively to secure our ecosystem and strengthen our security posture. We use AI in all possible businesses and functions including sales and marketing, supply chain, human resources, manufacturing, finance and IT.
Recognition of Execution Excellence: We received the Oracle excellence awards 2026 (APAC and Japan) reinforcing our strength of transformation outcomes and delivery discipline.
Going forward, we will continue to harden the security and data protection posture (DLP, MDM, zero trust and identity controls), modernized operations through AIOps, and deepen enterprise digitalization and analysis. The roadmap ensures that our digital ecosystem remains resilient under uncertainty while staying ready to scale – supporting sustainable growth, stronger governance and superior customer and employee experiences.
Materials, Supply Chain & Logistics:
The procurement landscapes remain challenging throughout the year since initially at the beginning of the financial year there were demand side issues. There was a very big change in product mix. The premium paint products were not getting sold while the economy categories were getting sold the most. Chances of working capital getting stuck was a new challenge for us. In spite of the above your Company ended the financial year with 30 days holding period. Your Companys logistics platform O9 has been a major contributor to the Companys business growth. Lately, with the implementation of a transport management system (PANDO), we have been able to rationalise our cost of transportation and also save time.
Digital:
Digital marketing for your Company is business embedded lever. There are 3 key objectives:
1. To drive growth and sales by generating leads and e-commerce,
2. Driving efficiency,
3. Driving experience.
Artificial Intelligence (AI) has been a crucial lever as part of digital. Your Company has a clear road map for
AI. The use of Google, Meta, Amazon and Sales Force as part of digital to reach the customers and offer them better experience helps in growth of Companys business as also, improves customer experience. Different digital platforms for Dealers, Painters helps the Company to convert leads into business through digitization. We also focus on long-term gains aiming at more sales and converting leads into customers. In Digital, if you are not agile, you will not be able to create any impact and that will result in loss of opportunity. Initially Digital used to be a support function, but now Digital has become an enabler. Digital has to partner with business and keep pace with the requirement of the consumer. Your Companys My Colour app has now been launched for exterior finishes as well and has created a big impact in the market. The popular social media platforms like LinkedIn and Instagram have also been popular and benefited the Company to grow in terms of visibility and business.
Manufacturing & EHS:
In a year marked by climatic uncertainties, input cost volatility and evolving demand patterns, Berger Paints manufacturing network demonstrated strong resilience–truly reflecting the theme "Built to Withstand. Ready to Grow." Anchored in process discipline, agile capacity utilisation and an uncompromising focus on quality and service, the Company delivered its highest-ever production and dispatch volumes while managing increasing scale and complexity.
Staying true to its "Business First" commitment outlined at the beginning of the year, the manufacturing function remained sharply aligned to market requirements, with enhanced focus on SKU availability and service levels. This was achieved despite a significant increase in product complexity driven by new and differentiated offerings, reinforcing the Companys ability to balance variety with operational efficiency.
Despite external challenges, the manufacturing team sustained its focus on improving cost per unit through enhanced productivity, tighter operational controls, and better asset utilisation. Building on last years momentum, initiatives such as Harmony G and integrated planning interventions enabled improved throughput, flexibility and responsiveness across plants.
The Companys commitment to sustainability and responsible manufacturing remained a defining pillar. Accelerated adoption of renewable energy, increased use of alternative fuels such as bio-briquettes, and expansion of rainwater harvesting significantly reduced environmental footprint. Flagship initiatives including the "Clean to Green" solvent recovery program, ‘Project Ushma, ‘Project Uthan, and Harmony-R further strengthened energy efficiency and resource optimisation. Water stewardship and circularity programs under ‘Project Jal and ‘Project Sanchayan were expanded across locations, reinforcing long-term resource resilience. These sustained efforts and a structured ESG approach have been recognised with Berger Paints securing the No. 1 position in the NSE Sustainability Index within the Indian paints industry.
Strategic capacity augmentation continued with expansions at Hindupur, VVN and Sandila, alongside strengthening of storage, plant integration systems and in-house logistics optimisation—enabling faster market responsiveness and improved supply reliability. Automation and digitalisation across planning, production and quality assurance enhanced visibility, decision-making speed and process consistency, supporting scalable and future-ready operations.
Operational excellence programs focused on process harmonisation, cycle time reduction and energy efficiency were further deepened, delivering measurable improvements in productivity and cost performance. These efforts reflect a manufacturing system that is increasingly integrated, responsive and aligned to the Companys growth ambitions.
On the front of Environment, Health
& Safety (EHS) front, the Company continued to build a proactive and people-centric safety culture. Initiatives such as "Power to Stop," structured reporting of near misses and unsafe conditions, and experiential learning through ‘Danger Experience Labs strengthened workforce awareness and engagement. Continued emphasis on behavioural safety and robust contractor safety practices ensured high safety standards across all operations. At the same time, initiatives like ‘Stree Shakti continued to advance diversity and inclusion on the shop floor.
Overall, the manufacturing function has evolved into a resilient, agile and future-ready engine—capable of withstanding external pressures while remaining firmly positioned to support the Companys next phase of growth.
Your Companys iconic Corporate Head Quarters at Newtown, Kolkata has been awarded the LEED Platinum certification – a significant global sustainability milestone – by USGBC (U.S. Green Building Council), an international certifying body. LEED
Platinum is the highest and most exclusive tier of certification, achieved by only a limited number of corporate infrastructure projects worldwide. The milestone places our Corporate Head Quarters amongst a select group of workplaces that exemplify excellence in energy efficiency, water stewardship, quality and sustainable design.
Focus and Outlook for 2026-2027
Geopolitical risks has re-emerged as the dominant drag on global growth in 2026. The adverse impact of outbreak of the conflict in West Asia in end February 2026 is reflected in the forecasts of global growth and inflation. In IMFs baseline scenario assuming that the war will have limited duration, intensity and scope, such that the disruptions will fade by mid-2026, the global economy is projected to grow by 3.1% in 2026 (as against earlier projection of 3.3% in January 2026), while global merchandise and services trade volume is expected to decelerate to 2.8% in 2026. Further intensi_cation of the conflict, its prolongation or widening geographical spread, if any, remained the key downside risks to the global economic outlook.
With continued geopolitical tension, inflation faces upside risks. The surging energy prices and disruptions in key shipping routes could intensify supply-side pressures. The global inflation is projected higher at 4.4% in 2026 than the earlier projection of 3.8% in January 2026. Financial markets may exhibit higher volatility with tighter macro-economic conditions and broader risk-off sentiment. Elevated valuations in technology sectors may undergo reassessment raising the risk of corrections in equity markets.
Against the backdrop of a moderate global growth, the outlook for the Indian economy in 2026-2027 remains positive, supported by strong macroeconomic fundamentals, although a prolonged West Asia conflict may pose downside risks. The healthy balance sheet of the corporates and banking sectors along with the governments continued trust on capital expenditure bode well for Indias strong growth trajectory. Moreover, implementation of various trade agreements with the key trading partners would provide further momentum to Indias growth.
The outlook for the agricultural sector in 2026-2027 remains contingent upon the progress and distribution of the Southwest monsoon. The likelihood of EL NINO conditions poses downside risks to agricultural output.
To reinforce, Indias manufacturing ambitions the Union Budget 2026-2027 has earmarked seven strategic and frontier sectors – electronics, semiconductors, biopharma, rare earths, chemicals, textiles and capital goods – for a focused policy push. Labour market conditions are expected to improve further, supported by the full-scale implementation of the four labour codes, strengthening domestic demand and productivity.
The Indian Paint industry is anticipated to experience modest growth in FY 2026-2027, driven by favourable macroeconomic conditions, rising urbanisation and increased construction and infrastructure development activities. The growth can also be attributed to decent demand in the decorative segment driven by higher disposable incomes, innovative and ecofriendly products, premiumisation trends and government initiatives like the PM Awas Yojana and Smart City Mission. The industrial segment is also projected to maintain healthy momentum, supported by automotive including EV production and investment in infrastructure expansion.
The competition in the Indian Paints market is increasing with the entry of new players. This in turn is paving the way for further investment, innovation, and enhanced distribution networks. While the sector may face various challenges, the companies are expected to mitigate these challenges through product innovation, focus on branding distribution expansion and influencer management.
Projects
During the year, Berger Paints continued to make steady progress in strengthening its project portfolio—focused on building capacity, enhancing capabilities and preparing for future growth.
Capacity and infrastructure development remained a key priority. Brownfield expansions and storage enhancements across multiple plants improved supply chain responsiveness and network agility. The large-scale brownfield expansion at Hindupur—for solvent-based decorative paints, industrial coatings, wood coatings and intermediates—gained strong execution momentum, with phased commissioning underway. This project is a critical step in strengthening the Companys ability to cater to evolving product segments and growing demand.
At the same time, the Company continued to lay the foundation for its next phase of growth. The proposed greenfield facility at Panagarh, West Bengal is progressing through statutory approvals, while preparatory activities have commenced for the integrated manufacturing unit in Odisha. Together, these projects will further strengthen Berger Paints pan-India footprint and enhance its ability to serve diverse markets with greater speed and efficiency.
Operational capability building was equally prioritised. Automation and advanced manufacturing systems continued to be scaled across plants, improving throughput, consistency and efficiency—particularly at large, modern facilities such as Sandila and Jejuri. New set-ups across locations enabled the introduction and scale-up of differentiated products including wood coatings, silk acrylic putty, admixtures and textures. At Jejuri, specialised equipment upgrades have strengthened capabilities in niche segments such as advanced industrial and infrastructure coatings, while at Pondicherry, automated filling lines and warehouse modernisation have significantly improved turnaround time and serviceability.
Progress was also made in expanding the Companys presence in high-value segments. The specialty coatings facility at Lalru, Punjab, under its wholly owned subsidiary SBL Specialty Coatings Private Ltd., has advanced significantly and is nearing stabilisation of operations, positioning the Company to participate more strongly in specialty and performance coatings in the current financial year.
Sustainability continued to be embedded across project execution. Expansion of rooftop solar installations, including at new facilities, has consistently delivered energy savings beyond design estimates, reinforcing the Companys commitment to responsible and efficient growth.
Overall, the projects portfolio reflects a balanced and forward-looking approach — strengthening current operations while building scalable, future-ready infrastructure. It continues to serve as a key enabler in ensuring that Berger Paints remains resilient in the present and well-positioned to capture growth opportunities ahead.
Opportunities and Threats
The paints and coatings industry in India backed by government impetus for ‘Make-in-India campaign has created additional demand for paints and coatings. Government schemes like PM – Awas Yojana has paved the way for creating demand for the paints and coatings industry. The rise in real estate demand, government thrust on infrastructure projects drives demand for paints and coatings.
With more and more premium products in paints and coatings coupled with the rise in disposable income, there is an opportunity for higher demand of environment friendly, water based low – VOC paint. With range of water proo_ng and construction chemical products, the paints and coatings market is expected to reap benefits. With the intervention of digital initiatives including AI, customer experience has now shifted completely. Often, we see that customers are not only buying paints but also hiring trained applicators to complete their painting job including water proo_ng with a growing focus on aesthetics.
External risks dominate, with geopolitical tensions, protectionism and commodity shocks threatening trade and supply chains. Volatile global financial conditions could destabilize capital flows, raise funding cost and renew pressure on the Rupee. Climate disruptions remain a key vulnerability, affecting agriculture, rural demand and food inflation dynamics. Rapid AI adoption brings productivity gains but also risks of job displacement and skill mismatches, making skilling a priority. Long term resilience will hinge on predictable policies, strong institutions, structural reforms and deeper private sector participation through improved PPP frameworks.
Risks and Concerns
The Company has a Risk Management and Materiality Policy approved by the Business Process and Risk Management Committee, Audit Committee and the Board of Directors. The policy provides a well-articulated framework for identification of risks inherent in the business operations of the Company and the methods of mitigation in a lucid manner on a continuous basis which are periodically reviewed and modified considering the size and the complexities of the business and the regulatory requirement from time to time. The risk management and materiality policy can be viewed at the following weblink below. *
Your Companys well documented risk policy supported by a robust risk management framework helps effectively navigate uncertainties and maintain high performance. The risk management framework starts with identifying risks by taking a holistic view of business environment, both internal and external, to identify potential risks that could impact operations. The next step in this direction is analyzing risks through evaluating the risks based on probability and occurrence and impact on the organization and further classifying them into high, medium and low risk categories. The next significant step is promoting risk culture by fostering awareness through programs and by enhancing understanding of risk, controls and mitigation strategies. Managing and monitoring risk through developing clear and actionable plans to address critical risks, which operational teams responsible for ensuring these strategies are carried out effectively and adherence to relevant regulations, the business process and risk management committee convene, at least twice a year to review progress and compliance. Finally sharing detailed updates on risks, exposures and mitigation plan to the Audit Committee. Your Companys risks are classified into strategic risks, statutory risk, financial risk, system risk and operational risk. As a part of emerging risk, digital personal data protection which may cause reputational damage and loss of stakeholder trust, operational disruptions due to stricter data governance requirement must have an immediate mitigation strategy ensuring mechanisms to take consent from stakeholders, establish a provision for grievance redressal, modification, deletion of personal data by data principles and implementing strong data security measures for the prevention of personal data breach.
The major risks facing the Indian economy in 2026 will stem primarily from an uncertain and fragmented global environment rather than from domestic macroeconomic issues. Heightened geopolitical tensions and trade protectionism, could disrupt global supply chains and weaken external demand, which may pose downside risks to Indias exports and to overall economic growth. Volatile global financial conditions may also lead to unstable portfolio flows, higher funding costs and renewed pressure on the Rupee.
The climate and weather-related disruptions like increasing frequency of heat waves, erratic monsoons and extreme weather events could affect agricultural output, rural incomes and food inflations.
Technological shifts, particularly the rapid adoption of AI and automation, represent another major transition risk. While AI driven productivity gains could boost growth in the near term, it could also result in posing potential medium term challenges through job displacement and skill mismatches.
To navigate these risks it is important to preserve macro-economic stability through credible monetary and fiscal framework, a flexible exchange rate supported by adequate reserves and continued external buffers such as food stocks and manageable external debts.
The short-term and long-term goals and strategies need to be reviewed regularly in order to be ready and adaptable to the change.
Internal Control Systems and their Adequacy
The Internal Control Systems of the Company are robust and commensurate with the nature, size and complexity of its business. Well-designed internal financial control measures as laid down and adopted continue to be followed by the Company. Policies and procedures, as approved by the Board have been adopted by the Management of the Company for ensuring orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Good governance, well defined systems and processes and policies, risk assessment, a vigilant control function, communication and monitoring and an independent internal audit function are the foundation of the internal control systems. The Internal Audit function of the Company continues to provide assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting. The Internal Risk and Control function also evaluates organizational risk along with controls required for mitigating those risks. The control activities continue to incorporate, among others, continuous monitoring, routine reporting, digital business environment with minimum possible manual intervention, checks and balances, purchase policies, authorization and delegation procedures, audits including compliance audits, which are periodically reviewed by the Audit Committee and the Business Process and Risk Management Committee. The performance of the Internal Audit department is also reviewed by the Audit
Committee, Board and Business Process And Risk Management Committee and improvements advised. Your Company has a Code of Conduct for all employees and a clearly articulated and internalized delegation of financial authority. Your Company also takes prompt action on any violation of the Code of Conduct by its employees.
The Companys Enterprise Resource Management Systems with Standard Operating Procedures based on work flows and process flow charts also provide a comfort in this regard. The Company is fully geared to implement any statutory recommendation which may be made in this regard.
Key Financial Ratios
| Standalone | Consolidated | |||
Particulars |
Current Year | Previous Year | Current Year | Previous Year |
| 2025-2026 | 2024-2025 | 2025-2026 | 2024-2025 | |
| Debtors Turnover | 9.18 | 9.53 | 7.62 | 8.05 |
| Inventory Turnover | 3.01 | 3.1 | 3.08 | 3.18 |
| Interest Coverage Ratio | 29.41 | 28.34 | 25.03 | 23.74 |
| Current Ratio | 2.18 | 2.08 | 2.12 | 2.05 |
| Debt Equity Ratio | 0.07 | 0.09 | 0.09 | IGHT>0.11 |
| Operating Profit Margin (%) | 12.87 | 13.34 | 12.56 | 13.31 |
| Net Profit Margin (%) | 10.51 | 10.6 | 9.49 | 10.25 |
| Return on Net Worth * | 18.22 | 20.17 | 17.23 | 20.47 |
Note: *There was a 9.67 % change in Companys Standalone Return on Net Worth as well as 15.83 % change in Companys Consolidated Return on Net Worth on account of increase in average shareholders equity.
Adequacy of Internal Financial Controls Related to Financial Statements
The Company has policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures, which are reviewed by the Board, Audit Committee and Business Process And Risk Management Committee from time to time.
Employee Stock Option Scheme
The amended ESOP Scheme was approved by the shareholders of the Company through the Postal Ballot on 17th September, 2024. Under the amended Scheme, the Compensation and Nomination and Remuneration Committee granted 2,00,915 options to 94 eligible employees (2nd grant) including the Managing Director & CEO and CFO.
Name & Designation |
No. of options granted |
| Mr Abhijit Roy – Managing Director & CEO | 15,450 |
| Mr Kaushik Ghosh – CFO | 3,850 |
The Compensation and Nomination and Remuneration Committee during the year 2025-26 has allotted 68,973 equity shares (32,411 & 36,562) under Employee Stock Option Plan, 2016 and 39,060 equity shares under Employee Stock Option Plan, 2016, [as amended w.e.f. 17th September, 2024] to eligible employees (including Key Managerial Personnel) upon exercise of options earlier granted to them. The allotment of the aforesaid shares were made on 3rd December, 2025 (32,411 equity shares), 20th December, 2025 (39,060 equity shares) and 9th February, 2026 (36,562 equity shares) respectively.
For further details, please refer to Annexure II to this report where detailed information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are enclosed.
Please also visit the weblink below * for disclosures under Regulation 14 of the aforesaid Regulations.
Human Resources
At Berger Paints, our people continue to be the foundation of our success. Anchored in our core values — accountability, customer orientation, ethics & integrity and trust & respect — we are committed to nurturing a progressive and inclusive workplace where employees feel valued, supported, and empowered to achieve their full potential.
Our organizational culture is built on four key pillars—Open & Non-Hierarchical, Humble & Compassionate, Autonomy & Experimentation, and Agile &
* https://www.bergerpaints.com/investors/download
Process-Driven – supported by Berger Leadership Competencies that emphasize Result Orientation, Innovation and Change, Build and Develop Talent, Business Acumen & Curiosity.
Together, these form the foundation of a future-ready, high-performance organization.
Capability Building and Talent Development
In FY 2025-26, we significantly strengthened capability building with a focus on frontline effectiveness and future-ready skills.
Key initiatives included:
• Market Acumen Readiness Certification (MARC): Institutionalized for all frontline sales trainees, contributing to improved trainee readiness and reduction in early attrition
• Berger Academy (Oracle HCM LMS): Scaled digital learning with structured, role-based learning journeys
• STEP-UP Program: Enabled structured development and conversion of off-roll workforce to on-roll roles (224 conversions)
• Manager Capability Building:
E-learning modules focused on hiring, coaching, and performance feedback
• AI-led Sales Simulations:
Introduced for practice-based learning in dealer conversion, contractor onboarding, and store expansion Digital learning initiatives were also extended to over 2,000 off-roll employees, ensuring broader capability development across the ecosystem.
Talent Acquisition and Campus Engagement
We continued to strengthen our talent pipeline to support business growth and address frontline talent requirements.
Key initiatives included:
• Hiring of 172 Sales Executive Trainees through Tier-3 campuses post MARC training
• Launch of the Campus-to-Corporate Program across select institutions to build a sustainable talent pipeline
• Continued focus on localized hiring strategies to improve retention in upcountry and rural markets
Employee Engagement & Recognition
Employee engagement remained a priority, with a strong focus on leadership connect, recognition, and performance culture.
• MD & CEO townhalls continued to drive transparency and alignment
• Recognition programs such as
Action Hero Awards and Long Service Awards celebrated performance and commitment
• Functional Rewards & Recognition platforms enabled real-time appreciation across sales and distribution forums
• Structured interventions were introduced to enhance the quality of performance feedback conversations, supported by manager capability-building modules
Digital HR Transformation
During the year, we deepened the adoption of Oracle HCM to drive efficiency and enhance employee experience.
All core HR processes — including employee lifecycle, performance management, learning, recruitment, onboarding, and succession planning — are now fully digitized and integrated. Enhanced analytics and dashboards have enabled data-driven decision-making.
Diversity, Equity and Inclusion
We continued to strengthen our commitment to diversity and inclusion through focused initiatives such as Stree Shakti, aimed at enhancing womens participation and growth within the organization.
We maintained strong governance around fair and merit-based practices across hiring, performance management, and career development.
Industrial Relations and Workforce Strength
The industrial relations climate remained stable and constructive across locations.
A significant milestone during the year was the successful tripartite settlement at the Howrah factory, which:
• Improved operational efficiency and reduced manufacturing costs
• Enabled greater workforce flexibility and productivity
• Established a long-term, sustainable framework for industrial relations
As of 31st March 2026, our workforce strength stood at 5105 (as compared to 4760 on 31st March 2025) which remains aligned with business growth, supported by a balanced mix of experienced professionals and emerging talent.
Way Forward
As we move forward, our HR priorities for FY 2026–27 will focus on:
• Strengthening hiring through campus engagement and structured programs
• Reducing frontline attrition to below 25% through continued retention interventions
• Leveraging AI and analytics to build a more responsive and data-driven HR function
• Further strengthening succession pipelines and accelerating development of key talent
• Enhancing performance management, employee engagement, and job architecture
• Building a stable and productivity-driven industrial relations environment
With a strong foundation of values and a continued focus on talent, capability, and digital transformation, Berger Paints is well-positioned to drive sustained growth and long-term value creation.
Transfer of Shares to the Investor Education and Protection Fund
The Ministry of Corporate Affairs (MCA) vide notification no. S.O.2866 (E) dated 5th September, 2016 enforced Sections 124(6) and 125 of the Companies Act, 2013 (hereinafter "the Act") read with the Investor Education and Protection Fund [IEPF] (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), which require companies to transfer the underlying shares to the IEPF, in respect of which the dividends have remained unclaimed for a consecutive period of seven years. Accordingly, during the year under review, on 4th October, 2025, the Company had transferred 1,93,420 equity shares to the IEPF.
Compliance with The Maternity Benefit Act,1961
The Company remains committed to strengthening support for women employees and ensures compliance with the applicable provisions of the Maternity Benefit Act, 1961, supported by well-established policies, systems, and processes for sustained adherence.
Prevention of Sexual Harassment
The Company has adopted zero tolerance for Sexual Harassment at Workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder for Prevention and Redressal of Complaints of Sexual Harassment at Workplace. Awareness programmes were conducted by the Company during the year.
Berger Paints- Prevention of Sexual Harassment of Women at Workplace Policy can be viewed at the link given below. *
The Company has complied with the provisions laid down in the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Such committee has been set up and the complaints with regard to Sexual Harassment of Women at Workplace are placed before the committee for investigation.
During the year under review, two complaints relating to Sexual Harassment were received and investigated. The complaints have been closed and necessary action has been taken by 31st March, 2026.
Additionally, on 29th March, 2026, another complaint alleging sexual harassment at workplace was received by the Internal Committee. The Committee investigated the complaint and appropriate action was taken within the statutory time frame.
Subsidiaries and Joint Ventures
Your Company has the following 5 wholly-owned subsidiaries as on the date of this report: - (i) Beepee Coatings Private Limited ("Beepee Coatings") in Gujarat; (ii) Berger Paints (Cyprus) Limited ("Berger Cyprus") in Cyprus; (iii) Lusako Trading Limited ("Lusako Trading") in Cyprus; (iv) Berger Jenson & Nicholson (Nepal) Private Limited ("BJN-Nepal") in Nepal and (v) SBL Specialty Coatings Private Limited ("SCPL") in Chandigarh.
The following companies are wholly-owned subsidiaries of the Companys above named subsidiaries: - (i) Bolix S.A., Poland – wholly-owned subsidiary of Lusako Trading; (ii) Berger Paints Overseas Limited ("BPOL"), Russia-wholly-owned subsidiary of Berger Cyprus. Bolix S.A., Poland has 5 subsidiaries, viz.: Bolix UKRAINE sp.z.o.o., Ukraine ("Bolix Ukraine"), Build Trade sp.z.o.o., Poland ("Build Trade Poland"), Soltherm External Insulations Limited, U.K. ("Soltherm U.K."), Soltherm Isolations Thermique Exterieure SAS, France ("Soltherm France") and Surefire Management Services Ltd., UK.
The Company has three other subsidiaries viz., Berger Rock Paints Private Limited (the other shareholder
* https://www.bergerpaints.com/about-us/policies/sexual-harassment-women-workplace-policy being Rock Paints Co. Ltd., Japan), Berger Hesse Wood Coatings Private Limited (the other shareholder being Hesse Shares GmbH, Germany) and STP Limited. The statement relating to the above companies as specified in Sub-Section (3) of Section 129 of the Companies Act, 2013 is attached to the Report and Accounts of the Company.
Beepee Coatings Private Limited earned a revenue from operations of Rs.40.31 Crore during the year under review.
Berger Paints (Cyprus) Limited ("Berger Cyprus") is a special purpose vehicle for the purpose of making investments in your Companys interests abroad and so is Lusako Trading Limited.
The consolidated revenue from operations of Lusako Trading Limited and Bolix S.A. (including its subsidiaries) is Rs.740.65 Crore during the year under review. During the year under review, BJN-Nepal showed good performance with a revenue from operations of Rs.208.70 Crore.
SBL Specialty Coatings Private Limited (earlier known as Saboo Coatings Private Limited) continued to perform well with a revenue from operations of Rs.168.96 Crore during the year 2025-2026.
The consolidated revenue from operations of Berger Paints (Cyprus) Limited and its subsidiary Berger Paints Overseas Limited ("BPOL") was Rs.14.36 Crore.
Berger Rock Paints Private Limited ("Berger Rock"), recorded revenue from operations of Rs.49.08 Crore during the year ended 31st March, 2026.
Berger Hesse Wood Coatings Private Limited ("BHWCPL") (earlier known as Saboo Hesse Wood Coatings Private Limited) recorded revenue from operations of Rs.26.79 Crore during the year ended 31st March, 2026.
STP Limited recorded revenue from operations of Rs.335.30 Crore during the year ended 31st March, 2026.
Berger Becker Coatings Private Limited, the Companys joint venture with Becker Industrial Coatings Holding AB, Sweden, showed good performance with revenue from operations of Rs.354.84 Crore.
Berger Nippon Paint Automotive Coatings Private Limited ("BNPA"), the Companys joint venture with Nippon Paint Automotive Coatings Co. Ltd, Japan, posted revenue from operations of Rs.442.68 Crore.
The salient features of the financial statements of subsidiaries, associate companies and joint ventures are given in the Statement in Form AOC-1 forming a part of the financial statement attached to this Directors Report and pursuant to first proviso to Sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.
Pursuant to Regulation 16(1)(c) of the amended Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"), a material subsidiary shall be a subsidiary whose turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively of the Company and its subsidiaries, in the immediately preceding accounting year. At present, there is no such material subsidiary of the Company within the meaning of the above Regulation.
Consolidated Financial Statements
The duly audited Consolidated Financial Statements as required under the Indian Accounting Standard 110, provisions of Regulation 33 of the Listing Regulations and Section 136 of the Companies Act, 2013 have been prepared after considering the audited financial statements of your Companys subsidiaries and appear in the Annual Report of the Company for the year 2025-26.
Corporate Governance
Your Company re-affirms its commitment to the standards of corporate governance. This Annual Report carries a Section on Corporate Governance and benchmarks your Company with Regulation 34(3) read with Schedule V of the Listing Regulations.
Pursuant to the Listing Regulations, as amended, a certificate obtained from a Practising Company Secretary certifying that the Directors of the Company are not debarred or disqualified from being appointed or to continue as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs, forms part of the report as Annexure B to the Corporate Governance Report.
In terms of Regulation 24A of Listing Regulations, Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), Messers Anjan Kumar Roy & Co., Practising Company Secretaries (Firm Unique Code: S2002WB051400) was appointed as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from the conclusion of 101st Annual General Meeting till the conclusion of the 106th Annual General Meeting of the Company and his appointment was duly approved by the shareholders at the 101st Annual General Meeting of the Company held on 12th August, 2025.
The Secretarial Audit Report as on 31st March, 2026 received from Messrs Anjan Kumar Roy & Co., Company Secretaries in the prescribed Form No. MR-3 is annexed to this Boards Report and marked as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. An Annual Secretarial Compliance Report as per Securities and Exchange Board of India circular dated 8th February, 2019 and as amended vide NSE circular dated 16th March, 2023 and 10th April, 2023 is also attached as Annexure V as an additional disclosure.
Compliance with the Secretarial Standards on Board and General Meetings
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI). In this regard, the Company has devised proper systems to ensure compliance of SS-1 and SS-2 and that such systems are adequate and operating effectively.
Technology Agreements
Your Company has Technical License Agreement with Nippon Paint Automotive
Coatings Co. Ltd. of Japan, Chugoku Marine Paints Limited, Japan, Chugoku Marine Paints PTE LTD, Singapore.
Fixed Deposit
The Company had earlier discontinued acceptance of fixed deposits since 2002 and accordingly, no fresh deposit was accepted during the year within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As per the provisions of Section 125 of the Act, all unclaimed deposits have been transferred to Investor Education and Protection Fund (IEPF).
Weblink of Annual Return
The draft Annual Return (e-form MGT-7) for the financial year ended 31st March, 2026 is placed on the website of the Company and the link of the same is given below * in compliance with the Companies (Amendment) Act, 2017, effective from 28th August, 2020. The e-form MGT-7 shall be filed with the MCA upon the completion of the 102nd Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder and a copy of the same shall be placed on the website of the Company.
Business Responsibility and Sustainibility Report
SEBI has made it mandatory to publish a Business Responsibility and Sustainability Report (BRSR) by the top 1000 listed companies based on market capitalization in their Annual Report, in terms of Regulation 34(2)(f) of the Listing
Regulations and file the same with the stock exchanges w.e.f. FY 2022-2023. SEBI vide circular dated 28th March, 2025 has updated the format for Business Responsibility and Sustainability Report. Earlier, SEBI had introduced BRSR Core for assurance by listed entities (applicable to top 500 listed entities based on market capitalization for FY 2025-2026), vide circular dated 12th July, 2023. The BRSR Policy can be viewed at the link given below. **
The BRSR along with the assurance forms part of this report and is marked as Annexure VII.
During the year, the Company has taken steps to train and assess value chain partners in terms of requirements of the amended regulation.
Particulars of Employees
The information required under Section 197, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the report and financial statements are being sent to Members and others entitled thereto, excluding the information on employees particulars, which will be available for inspection up to the date of the AGM. Members can view such information by sending an email to sumandey@bergerindia.com / rajibde@bergerindia.com.
Further, we confirm that no employee employed throughout the financial year or part thereof received remuneration in the financial year that, on the aggregate, was more than that drawn by the Managing Director and Whole-time Directors and holds by himself or along with his spouse and dependent children more than 2 per cent of the equity shares of the Company.
The Managing Director & CEO of the Company has not received any remuneration or commission from any of the subsidiary companies.
Directors Responsibility Statement
Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31st March, 2026 are in full conformity with the requirements of Section 134 of the Act. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present your Companys financial condition and results of operations.
Your Directors further confirm that:
i) The applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given,
ii) The Directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the Company for that period, iii) 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,
iv) The Accounts have been prepared on a going concern basis,
v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively,
vi) The Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees
The Company had earlier formulated a Remuneration Policy pursuant to the provisions of Section 178 and other applicable provisions of the Act and Rules thereof. The policy was based on the guiding principle aimed towards retaining and rewarding performers. The policy was modified pursuant to changes in law as per Notification No. SEBI/LAD-NRO/ GN/2021/22 and adopted by the board at its meeting held on 5th February, 2026.
The revised policy is available at the weblink given below *
Qualification or Reservations in the Statutory and Secretarial Audit Reports
Your Board has the pleasure in confirming that no qualification, reservation, adverse remark or disclaimer has been made by the Statutory Auditors and the Company Secretary in Practice in their Audit Reports issued to the members of the Company. The Statutory Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143 (12) of the Act.
Share Capital
The Authorised Share Capital of your Company as on 31st March, 2026 stood at Rs.120,00,00,000 divided into 120,00,00,000 equity shares of Rs.1.00 each. The Issued Share Capital of your Company is Rs.116,60,94,292 divided into 116,60,94,292 equity shares of Rs.1.00 each and the subscribed and paid-up capital is Rs.116,60,02,812 divided into 116,60,02,812 equity shares of Rs.1.00 each fully paid-up. The subscribed and paid-up equity share capital as on 31st March, 2026 consists of 1,08,033 equity shares allotted under ESOP scheme of the Company during the year. No other shares were issued during the year. The name of Companys RTA changed from CB Management Services Private Limited to MUFG Intime India Private Limited, bearing SEBI Registration No.INR000004058 due to the amalgamation of CB Management Services Private Limited with MUFG Intime India Private Limited with effect from 8th May, 2026 pursuant to an Order passed by the Regional Director (WR), Ministry of Corporate Affairs. Further details are mentioned in the Corporate Governance Report, which forms part of the report as Annexure VIII.
Credit Rating
Credit ratings obtained by the Company during the relevant financial year, for facilities specified in the table below are as follows: -
Name of Entity |
Instrument | Rating |
| CRISIL | Fund Based facilities from Banks | CRISIL AAA /Stable |
| CRISIL | Non Fund Based facilities from Banks | CRISIL A1+ |
| CRISIL | Commercial Paper | CRISIL A1+ |
| CARE | Commercial Paper | CARE A1+ |
There was no revision in rating during the year.
Loans, Guarantees and Investments
Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in Note Nos. 9,18 and 7 of the standalone financial statements.
Related Party Transactions
The Company has in place a Policy on dealing with Related Party Transactions and on Materiality of Related Party Transactions which is available on the website as given below. *
The Audit Committee reviews this Policy periodically as required under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations]. The said Policy was updated to reflect the expanded RPT framework introduced through the SEBI Listing Regulations amendments in FY 2025-26 and Industry Standards. All related party transactions entered into during the FY 2025-26 were conducted in the ordinary course of business of the Company and on arms length basis.
The Audit Committee reviews and approves all related party transactions in line with the disclosure requirements as mandated under Industry Standards framed by Industry Standards Forum and relevant SEBI Circulars. For transactions that are repetitive or foreseeable in nature, the Committee grants prior omnibus approval. Transactions entered into pursuant to omnibus approval were placed before the Audit Committee which is reviewed on a quarterly basis. Transactions between the Company and its wholly owned subsidiary/subsidiaries are exempt from the Audit Committee approval under Regulation 23(5) of the Listing Regulations; however, the Company obtains Audit Committee approval for such transactions as a matter of good governance practice.
There were no material related party transactions during the financial year 2025-26. Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are "not at arms length basis" and also which are "material and at arms length basis", is not provided as an annexure to this Report as it is not applicable.
The Company has also developed a Related Party Transactions (‘RPTs) Manual and Standard Operating Procedures to identify and monitor RPTs. The Company has developed a platform to automatically capture RPTs for better control.
Policy to Determine Material Events
As per the Listing Regulations, the Company has framed a policy for determination of materiality, based on criteria specified in the Regulations. The web link of the policy is given below. *
Policy for Preservation of Documents
As per Regulation 9 of the Listing Regulations, the Company has framed a policy for Preservation of Documents, based on criteria specified in the said Regulations.
The Policy is available at the web link given below. **
Significant Changes
During the financial year 2025-2026, no significant change has taken place which could have an impact over the financial position of the Company. Further, except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31st March, 2026 and the date of this Report.
Dividend
The total comprehensive income of the Company is Rs.1,098.40 Crore for the year 2025-2026.
Your Directors have recommended a dividend of Rs.4.00 (400%) per equity share of Rs.1.00 each for the financial year ended 31st March, 2026. Dividend is subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend, if approved, will absorb an amount of Rs.466.40 Crore (compared to Rs.443.04 Crore in the previous year), based on the current paid-up capital of the Company. The dividend will be paid to those Members who hold shares: (i) In demat mode, based on the list of beneficial owners to be received from NSDL and CDSL as at the close of business hours on Wednesday, 5th August, 2026 being the Record Date, (ii) In physical form, if the names appear in the Companys Register of Members as on Wednesday, 5th August, 2026 being the Record Date.
The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2026.
In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy. The Dividend Distribution Policy (though optional) is annexed to this Report (marked as Annexure I). The Policy is available at the weblink given below. ***
In terms of the provisions of Section 124 of the Act, your Company has transferred an amount of Rs.49,43,700.00 for 2017-18, (Final) to the Investor Education and Protection Fund in respect of dividend amounts lying unclaimed or unpaid for more than seven years from the date they become due.
Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has filed the necessary form and uploaded the details of unclaimed amounts lying with the Company, as on 31st March, 2018 (Final).
Pursuant to the changes introduced by the Finance Act, 2020 in the Income-tax, Act 1961, the dividend paid or distributed by a Company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment after necessary deduction of tax at source.
Conservation of Energy & Technology Absorption
Information pursuant to Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 (as amended), is annexed as Annexure VI of this report.
Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings and Outgo of the Company are Rs.2.15 Crore and Rs.1,093.51 Crore respectively. Primarily, earnings were from exports and consultancy services and outgo was towards import payments.
Statement of Evaluation of Board of Directors and Committees thereof
Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following:
i. Board of Directors as a whole. ii. Committees of the Board of Directors. iii. Individual Directors including the Chairman of the Board of Directors.
In compliance with the requirements of the provisions of Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, your Company has carried out an Online Performance Evaluation process for the Board/ Committees of the Board/Individual Directors including the Chairman of the Board of Directors for the financial year ended 31st March, 2026. During the year under review, the Company has complied with all the criteria of Evaluation as envisaged in the SEBI Circular on ‘Guidance Note on Board Evaluation.
The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the common business goals of the Company.
The Directors carry out the aforesaid Online Performance Evaluation in a confidential manner and provide their feedback on a rating scale of 1-5. Duly completed formats were sent to the Chairman of the Board and the Chairman/Chairperson of the respective Committees of the Board for their consideration. The Performance Evaluation feedback of the Chairman was sent to the Chairman of the Compensation and Nomination and Remuneration Committee ("the Remuneration Committee").
This year also, the outcome of such Performance Evaluation exercise was discussed at a separate meeting of the Independent Directors held on 5th February, 2026 and was later tabled at the Compensation and Nomination and Remuneration Committee meeting held on the same day. The Compensation and Nomination and Remuneration Committee forwarded their recommendation based on such Performance Evaluation Process to the Board of Directors and the same was tabled at the Board Meeting held on 5th February, 2026.
After completion of online evaluation process, the Board of Directors at its Meeting held on 5th February, 2026, also discussed the Performance Evaluation of the Board, its Committees and individual Directors. The performance evaluation of Independent Directors of the Company were done by the entire Board of Directors, excluding the Independent Directors being evaluated and after being satisfied with the outcome, it was noted that the Committees were working effectively.
Pursuant to Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the Remuneration Committee is entrusted with responsibility of formulating criteria for determining qualifications, positive attributes and independence of an Independent Director. This can be viewed at the link given below. *
Significant and Material Order passed by Regulators or
Courts or Tribunals impacting the Going Concern Status and Operations of the Company
Pursuant to Section 134(3)(q) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, it is stated that no material order has been passed by any regulator, court or tribunal impacting the Companys operations and its going concern status during the financial year 2025-2026.
No application has been made under the Insolvency and Bankruptcy Code, 2016 against the Company; hence the requirement to disclose the details are not applicable. The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
Board of Directors, Board Meetings and Key Managerial Personnel
Your Companys Board is duly constituted and in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate with the scale of operations of your Company.
Composition of Board
The Board comprises 10 Directors of which, 1 is an Executive Director, 4 are Non-Executive, Non Independent Directors (all are part of the promoter group) and 5 are Non-Executive, Independent Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.
Meetings
During the year under review, a total of six Meetings of the Board of Directors of the Company were held, i.e., on 17th and 18th April, 2025, 14th May, 2025, 05th August, 2025, 28th August, 2025, 04th November, 2025 and 05th February, 2026. Also, the Board of Directors have passed 16 (sixteen) resolutions by circulation. Details of Board composition and Board Meetings held during the financial year 2025-2026 have been provided in the Corporate Governance Report – Annexure VIII which forms part of this Annual Report.
Integrated Report
In keeping with our tradition of building long-term relationships with the stakeholders, in 2024, the Company transitioned to integrated reporting by adopting the Integrated Reporting (<IR>) framework of the IFRS Foundation. This year marks the 3rd year of Integrated Reporting. The Integrated Annual Report highlights the measures taken by the Company that contributes to long-term sustainability and value creation, while embracing continuous innovation, sustainable growth and a better quality of life.
Key Managerial Personnel (KMP)
Mr Abhijit Roy (DIN: 03439064) is the Managing Director & CEO of the Company. Mr Kaushik Ghosh is the Chief Financial Officer of the Company. Mr Arunito Ganguly is the Vice President & Company Secretary of the Company. Messers Abhijit Roy, Kaushik Ghosh and Arunito Ganguly are the Key Managerial Personnel (KMPs) 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.
Changes in Board Composition
Details of Directors reappointment during the financial year under review are as follows:
Name of Director |
Designation & Category | Reason and date of appointment/reappointment/ re-designation/retirement/resignation. |
| Ms Rishma Kaur (DIN: 00043154) | Non-Executive, Chairman/Promoter (Non-Independent Director) | Ms Rishma Kaur, Non-Executive, Chairman/Promoter (Non-Independent Director) of the Company retired by rotation and was re-appointed pursuant to Section 152(6) of the Act at the 101st Annual General Meeting held on 12th August, 2025. |
Details of Directors seeking reappointment at the ensuing 102nd AGM are as follows:
Sr. No. Name of Director |
Designation & Category | Reason and date of appointment/reappointment/ re-designation/retirement/resignation |
| 1. Mr Kanwardip Singh Dhingra (DIN: 02696670) | Non-Executive, Vice-Chairman/Promoter (Non-Independent Director) | Mr Kanwardip Singh Dhingra, Non-Executive, Vice- Chairman/Promoter, Non-Independent Director of the Company is due to retire by rotation at the ensuing Annual General Meeting. He offers himself for re-appointment as Non-Executive, Non-Independent Director under Section 152(6) of the Act. |
| 2. Mr Abhijit Roy (DIN: 03439064) | Executive, Managing Director & CEO (Non-Independent Director) | Re-appointment of Mr Abhijit Roy, Executive, Managing Director & CEO, Non-Independent Director of the Company for a period of 4 (four) consecutive years with effect from 1st July, 2027 to 30th June, 2031, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company, post completion of his present term on 30th June, 2027 (close of business hours). |
Statement of Declaration by Independent Directors
The following are the Independent Directors of your Company:
1) Mrs Sonu Halan Bhasin
2) Mr Anoop Hoon
3) Dr Anoop Kumar Mittal
4) Mr Gopal Krishna Pillai
5) Mr Subir Bose
The Company has received declarations from Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Act and as required under the Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/reappointment as Independent Directors on the Board.
The Board of Directors confirm that the Independent Directors have affirmed compliance with the Code for Independent Directors as prescribed in Schedule IV to the Act and also with the Companys Code of Conduct applicable to all the Board Members and Senior Management Personnel of the Company for the financial year ended on 31st March, 2026.
Statement regarding Opinion of the Board with regard to Integrity, Expertise and Experience (including the pro_ciency)oftheIndependent Directors appointed during the year
In the opinion of the Board, the Independent Directors possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 (as amended). All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) as was notified and required under Section 150(1) of the Act.
Committees of the Board
A. Audit Committee
The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations.
The composition of the Audit Committee has been disclosed in Corporate Governance Report which forms part of the Boards Report (Annexure VIII). The terms of reference of the Audit Committee has been duly approved by the Board of Directors.
Vigil Mechanism/Whistle Blower Policy
In terms of the provisions of Section 177 of the Act and the Rules framed therein read with Regulation 22 of the Listing Regulations, your Company has a Vigil Mechanism/ Whistle Blower Policy in place for directors and employees of the Company. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the website of the Company and can be viewed at the link given below. *
B. Corporate Social Responsibility Committee (CSR Committee)
The composition of the CSR Committee and a brief outline of the CSR Policy is annexed to this report (Annexure III).
Your Company has spent an amount of Rs.26.05 Crore (including the set-off of the excess amount of Rs.0.68 Crore spent by the Company on CSR activities in the previous financial year) during the financial year 2025-2026 as against its 2% obligation amounting to Rs.25.83 Crore, thereby exceeding its CSR obligation. The required details as specified in Companies (CSR) Rules, 2014 are given in (Annexure III ).
The CSR Policy as recommended by the CSR Committee and as approved by the Board is available on the website of the Company and can be accessed at the link given below. **
The Companys CSR activities majorly comprise iTrain programme aimed at skilling/upskilling painters. The programme is carried out from fixed iTrain centers spread across the country and mobile iTrains which visit far _ung areas for imparting skill development training. The Company had earlier entered into a Memorandum of Understanding with Smile Foundation, a reputed NGO for carrying out the mobile iTrain activity as its implementation partner.
C. Compensation and Nomination and Remuneration Committee
The constitution of the Companys Compensation and Nomination and Remuneration Committee is disclosed in the Corporate Governance Report which forms part of the Boards Report (Annexure VIII ).
D. Shareholders Committees
The constitution of the Companys Shareholders Committees are disclosed in the Corporate Governance Report which forms part of the Boards Report (Annexure VIII) .
E. Business Process and Risk Management Committee
The constitution of the Companys Business Process and Risk Management Committee is disclosed in the Corporate Governance Report which forms part of the Boards Report (Annexure VIII).
F. Environmental, Social and Governance (ESG) Committee
The constitution of the Companys Environment, Social and Governance Committee is disclosed in the Corporate Governance Report which forms part of the Boards Report (Annexure VIII).
Structure of the Board of Directors
Name of Director |
Non- Executive | Executive | Independent | Woman |
| Ms Rishma Kaur | Y | N | N | Y |
| Mr Kanwardip Singh Dhingra | Y | N | N | N |
| Mr Abhijit Roy | N | Y | N | N |
| Mr Kuldip Singh Dhingra | Y | N | N | N |
| Mr Gurbachan Singh Dhingra | Y | N | N | N |
| Mr Anoop Hoon | Y | N | Y | N |
| Mrs Sonu Halan Bhasin | Y | N | Y | Y |
| Dr Anoop Kumar Mittal | Y | N | Y | N |
| Mr Gopal Krishna Pillai | Y | N | Y | N |
| Mr Subir Bose | Y | N | Y | N |
Familiarisation Programme of Independent Directors
The Company believes that the best training is imparted when dealing with actual roles and responsibilities on the job. To this extent, the Company arranges detailed presentation by Business and Functional Heads on various aspects including the business environment, economy, performance of the Company, industry scenario, sales and marketing, production, raw materials, research and development, financial controls, the Companys strategy etc. Visits to factories, business units are also undertaken from time to time. Details of Familiarization Programme imparted during the year under review has been uploaded on the Companys website and is available at the weblink given below. *
* https://www.bergerpaints.com/investors/download
Information as to Remuneration of Directors and Employees
Pursuant to Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the following disclosures are made:
1) Ratio of remuneration of Directors/KMP to the median remuneration of the employees:
Name of Directors/KMPs |
Remuneration Received (Rs.) | Ratio as to that of the Median Employee Remuneration | Percentage increase in Remuneration |
| Ms Rishma Kaur | 78,68,341 | 8.20:1 | -29.82 |
| Mr Kanwardip Singh Dhingra | 78,68,341 | 8.20:1 | -29.82 |
| Mr Abhijit Roy | 10,54,62,790^ | 109.86:1 | 13.04 |
| Mr Kuldip Singh Dhingra | 18,00,000 | 1.88:1 | 0 |
| Mr Gurbachan Singh Dhingra | 10,00,000 | 1.04:1 | 0 |
| Mr Gopal Krishna Pillai | 8,25,000 | 0.86:1 | 0 |
| Mr Anoop Hoon | 8,25,000 | 0.86:1 | 0 |
| Mrs Sonu Halan Bhasin | 8,25,000 | 0.86:1 | 0 |
| Dr Anoop Kumar Mittal | 8,25,000 | 0.86:1 | 0 |
| Mr Subir Bose | 8,25,000 | 0.86:1 | 0 |
| Mr Kaushik Ghosh | 1,17,01,255^ | 12.19:1 | 17.89 |
| Mr Arunito Ganguly | 81,37,562 | 8.48:1 | 21.33 |
^ Remuneration does not include value of ESOPs granted.
Note: The median employee remuneration for 2025-26 is: Rs.9,59,992 p.a. (including variable pay)
2) Percentage (%) increase in remuneration during the financial year 2025-26: Please see (1) above.
3) Percentage (%) increase in the median remuneration of employees during the financial year 2025-26: 3.2%
4) Number of permanent employees on the rolls of the Company as on 31st March, 2026: 5105.
5) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration –The average percentile in salaries of employees was 12 % as compared to an average percentile increase of 13.04% of managerial remuneration.
Managerial Remuneration includes only MDs salary.
6) Disclosure requirement pursuant to Section 197(14) of the Act, relating to remuneration received by Whole-Time Director is not made since Ms. Rishma Kaur and Mr. Kanwardip Singh Dhingra were not in Executive capacity during the year 2025-26.
Affirmation
It is hereby affirmed by the Chairman of the Company that the remuneration paid to all the employees, Directors and Key Managerial Personnel of the Company during the Financial Year 2025-26 are as per the Remuneration Policy framed by the Compensation and Nomination and Remuneration Committee of the Company.
Listing with Stock Exchanges
Your Company is listed with the National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited and has paid listing fees to each of the Exchanges. During this Financial Year 2025-26, no Commercial Paper were listed. The addresses of these Stock Exchanges and other information for shareholders are given in this Annual Report.
Cost Auditors
The Board of Directors at its Meeting held on 12th May, 2025 re-appointed M/s N. Radhakrishnan & Co. (Firm Registration No.000056), 11A, Dover Lane, Flat B1/34, Kolkata - 700029, for conducting audit of the cost records maintained under Section 148(1) of the Act for the Companys factories situated at Howrah, Rishra, Goa, Puducherry, Jejuri, Naltali and Hindupur for the financial year 2026-2027. M/s Shome & Banerjee (Firm Registration No. 000001), 2nd Floor, 5A Nurulla Doctor Lane, West Range, Kolkata – 700017, have been entrusted with the responsibility of conducting cost audit of the cost records maintained under Section 148(1) of the Act for the Companys factory situated at Jammu and Sandila and the factories of British Paints division located at Sikandrabad and Hindupur for the financial year 2026-2027.
The cost audit reports for the financial year 2024-2025 was filed with the Ministry of Corporate Affairs on 17th October, 2025.
Statutory Auditors
Messrs. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W – 100022), was appointed as the statutory auditors of the Company for a period of five consecutive years from the conclusion of the 101st Annual General Meeting (AGM) till the conclusion of the 106th Annual General Meeting (AGM) of the Company and was duly approved by the shareholders at the AGM held on 12th August, 2025.
Cautionary Statement
There are certain statements which have been made in the Management Discussion and Analysis Report describing the estimates, expectations or predictions which may be read as "forward-looking statement" within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed or implied. The important factors that would make difference to the Companys operations include demand/supply conditions, raw material prices and changes in government policies, government laws, tax regimes, global economic developments and other factors such as pandemic situation, litigations and labour negotiations.
Appreciation
Your Directors place on record their deep appreciation of the assistance and guidance provided by the Central Government and the Governments of the States of India, its suppliers, technology providers and all other stakeholders. Your Directors thank the financial institutions and banks associated with your Company for their support as well. Your Directors also thank the Companys dealers and its customers for their unstinted commitment and valuable inputs.
Your Directors acknowledge the support received from you as shareholders of the Company.
| On behalf of the | |
| Board of Directors | |
| RISHMA KAUR | |
| Place: New Delhi | Chairman |
| Dated: 12th May, 2026 | (DIN: 00043154) |
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