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Akzo Nobel India Ltd.

BSE: 500710 | NSE: AKZOINDIA |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE133A01011 | SECTOR: Paints

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Annual Report

For Year :
2022 2019 2018 2017 2016 2015 2014 2013 2012

Director’s Report

The Board of Directors hereby present their 68th report on the business and operations of your Company along with the audited financial statements for the financial year ended 31 March 2022.

Business Environment and Outlook

Although the year witnessed two waves of Covid-19, the industry was able to stage a strong comeback with supportive economic environment, fast pace of vaccination, and improving consumer sentiment.

While Paints & Coatings industry has always been at the forefront of innovations, the pandemic has further accelerated advancement in technology, usage, services and aesthetics. During the year, the decorative paints industry further expanded its offerings under health & wellness proposition, increased breadth in adjacent spaces and improved consumer experience.

After softened demand due to the pandemic, the real estate market has been on an upswing since the second half of the previous year. Sustained infrastructure investments, increased connectivity, and better job opportunities are fuelling broad-based real estate growth. This has translated into strong double-digit growth for the Projects business.

Infrastructure development remains a government priority in the medium term. The National Infrastructure Pipeline (‘NIP''), which has launched many projects in core sectors like power, roads, railways, and urban projects is a beneficiary trend for Industrial Coatings which find applications in all these sectors.

There has been significant inflation in crude derivatives and critical raw materials like titanium dioxide and monomers. While the industry has taken price increases, the cost inflation has softened margins of the industry players.

Subsidiary

Pursuant to section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act 2013 (‘the Act''), a statement containing salient features of the financial statement of the subsidiary of the Company viz. ICI India Research & Technology Centre, viz. Form AOC-1 forms part of this Annual Report. The consolidated financial statements presented in this annual report include financial results of the subsidiary pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with section 136 of the Act, the financial statements of the subsidiary are available for inspection by the members at the registered office of the Company during business hours on all days up to the date of the Annual General Meeting (‘AGM''). Members are requested to email a request for obtaining a copy of the said financial statements at investor.india@akzonobel.com so that necessary arrangements can be made at the registered office of the Company. The financial statements including the Consolidated Financial Statement and all other documents required to be attached to this report have been uploaded on the website of the Company at www.akzonobel.co.in.

Share Capital

The paid-up share capital of the Company as on 31 March 2022 was H 455.40 million comprising 45.54 million equity shares of H 10 each (Previous year H 455.40 million comprising 45.54 million equity shares of H 10 each).

Dividend

The Board of Directors at its meeting held on 11 February 2022, approved payment of interim dividend of H 40 per equity share. This dividend was paid on 7 March 2022 to those shareholders whose name was registered in the Register of Members as on 23 February 2022, being the record date. Your Directors are pleased to recommend a Final Dividend of H 35 per equity share for the year ended 31 March 2022 in light of India''s 75th anniversary of Independence. The Final Dividend, subject to the approval of Members at the Annual General Meeting on 5 August 2022, will be paid to those Members whose names appear in the Register of Members, as on the record date 29 July 2022. The total dividend for the financial year, including the proposed Final Dividend, amounts to H 75 per equity share.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2021, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, deduct tax, if any, before making dividend payments.

The Company is in compliance with its Dividend Distribution Policy as approved by the Board. In compliance with the

requirements under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Policy has been uploaded on the Company''s website at www. akzonobel.co.in and may be accessed from www.akzonobel. co.in/corporate-governance.php#policy.

Transfer to Reserve

During the financial year, there was no amount transferred to the Reserves.

Financial Statements

The financial statements include:

1. Standalone financial statements of the Company, Akzo Nobel India Limited; and

2. Consolidated financial statements of the Group including the operational results of ICI India Research & Technology Centre, on which the Company exercises effective control.

The highlights of the performance during the year are:

(H million)

Standalone

Consolidated

2021-22

2020-21

2021-22

2020-21

Revenue from Operations

31,486

24,214

31,486

24,214

Operating Profit (EBITDA)*

4,323

3,407

4,325

3,408

Depreciation

(759)

(755)

(759)

(755)

Other Income net of finance costs

83

130

83

130

Exceptional items

20

-

20

-

Profit before tax

3,667

2,782

3,668

2,782

Tax

(767)

(706)

(767)

(706)

Profit after tax

2,900

2,076

2,901

2,076

*before exceptional items

Standalone

Consolidated

Key financial ratios

2021-22

2020-21

2021-22

2020-21

Debtors Turnover

6.9

6

6.9

6

Inventory Turnover

3.3

2.9

3.3

2.9

Interest Coverage

29.9

33.2

29.9

33.2

Current ratio

1.5

1.6

1.5

1.6

Operating Profit Margin (%)

14

14

14

14

Net Profit Margin (%)

9

9

9

9

Return on Networth (%)

23

16

23

16

Debt/ Equity

5.6

5.0

5.6

5.0

There is no significant change (i.e. change of 25% or more as compared to the immediately previous financial year) in the key financial ratios except for Return on Networth, which was increased from last year as the net profit during the year increased by 40%.

2021-22 was a year of strong progress on our Grow & Deliver ambitions. Your company achieved its highest revenue till date with 30% YoY growth. This was underpinned by strong double-digit growth across all the businesses. Decorative Paints growth was led by launches, urban markets and Projects business. Customer-centric solutions for infrastructure, power, mining, automotive industries resulted in good order books for Coatings business. With access to global R&D technology, your Company continues to focus on innovations by bringing best in class differentiated products to the Indian consumer. Raw material inflation continued to adversely impact Gross Margins. However, your company implemented judicious price increases, which helped to safeguard margins. This in conjunction with opex management helped your company achieve its highest profitability till date. We are also proud to have sustained double-digit profitability for three consecutive years.


Industry structure and developments

India''s Paints & Coatings industry is approximately a H 55,000 Crore market, with organized players accounting for over 75% of the industry. The decorative paint category constitutes almost 70% of the organised market and includes multiple categories like exterior wall paints, interior wall paints, wood finishes and enamels, as well as ancillary products like primers, putties, etc. The industrial paint category includes a broad array of segments like automotive, marine, packaging, powder, protective and other general industrial coatings.

The country''s paints and coating industry is poised to grow at a healthy rate in the medium and long run. There have been shifts in the consumer behaviour with demand being led by shorter repainting cycles, digital initiatives, construction activity, and industrial & infrastructure development. As a result, the industry is witnessing significant investment in capacity expansions and greenfield plants by existing paints and coating producers, and forays by new entrants.

Business Performance

Decorative Paints:

AkzoNobel''s Decorative Paints business offers a wide variety of essential products for every situation and surface, including paints, lacquers and varnishes. The business also supplies a range of tinting machines, color concepts and training initiatives to the building and renovation industry.

Some of the success stories of the year are as follows:

• Relaunched super premium offering Velvet Touch with the all new Tru Color technology promising intense rich colors, further strengthening the luxury Interior Emulsion range. With this, the brand also unveiled a new campaign “Feels like Home” with an emotionally connecting father-daughter story, painting a progressive narrative. The campaign was live on TV in April 2022;

• Fortified its presence in Health & Well-being segment with the launch of its first ever Anti-Viral offering in Premium Interior Emulsions'' category - Dulux SuperClean Range;

• Strengthened our Affordable segment portfolio of brands - Smart Choice with addition of new markets & channel;

• Foray into a new category/surface with the launch of our inhouse product - Dulux FloorPlus with a compelling ready to use shades offering;

• Waterproofing category strengthened with a comprehensive offering across price tiers with expansion of Aquatech DampProtect Basecoat across all geographies;

• Strengthened our play in Adjacent category with the launch of Sadolin Luxurio PU - Premium Italian Finish for woodcare category;

• Fortified our play in Professional segment with focus on Super Premium products especially our distinct 15-year warranty offering - Weathershield TRE-2000 & Elastomeric products. Both helped build a very strong pipeline across segments & drive growths across Government & Repainting segments.

Automotive & Specialty Coatings:

Delivering cutting-edge coating solutions to a variety of industries, Automotive and Specialty Coatings (‘ASC'') in India comprises Automotive OEM Coatings, Consumer Electronics Coatings, Vehicle Refinishes and Specialty Coatings.

The auto industry was impacted by supply-side challenges and semiconductor shortages, but witnessed growth in Passenger Vehicles, Commercial Vehicles and Three-wheeler segments for the year. This was driven by normalization of economic activities, launch of new models and growing infrastructure building activity. Favourable government policies such as the extension of FAME-II scheme and launch of the production-linked incentive (‘PLI’) scheme for auto and auto component sector should bode well for the industry.

During the year, the ASC business was pleased to leverage its global partnership with McLaren in India by shipping in its 1st order. McLaren Cars operate under Super Premium luxury sports car segment and our brand Sikkens is exclusively approved and used as OEM finishes as well as for their Aluminium, Carbon fiber and other composite substrate.

Value Brand Wanda too made great strides in expanding geographic footprint.

Powder Coatings:

Our Powder coatings are a first-class and sustainable alternative to liquid paint. These find application in architecture, general industries, automobiles, functional and domestic appliances.

Powder Business had a strong performance in the year 2021-22 with a strong pickup in Real Estate and Automotive industries supported by Atmanirbhar Bharat and Manufacture in India Initiatives of the Government. Our bonded technology for high architectural finishes is seeing lot of traction in the market.

During the year, we launched new Futura range of contemporary colour scheme for Building Facades. We gained some good project

wins in Airport and Real Estate projects. We have also localized Interpon AM, a high-quality powder with anti-microbial technology with applications in Medical/Dental Equipment, Public Transport and Construction.

The focus on green technology is rising as India and the world get more sustainability conscious. Our Powder Coatings business has switched on to the growing needs of its customers by developing advanced technologies to help power the industry into the future. Accordingly, we launched several exciting products for the Electric Vehicle (EV) sector to help protect motors, battery system and electrical storage units.

Industrial Coatings:

Serving the consumer goods, buildings and infrastructure industries, the Industrial Coatings business includes Coil and Extrusion Coatings, Packaging Coatings, Wood Finishes and Adhesives.

Coil and Extrusion Coatings provides high performance coatings to the metal construction industry including roofing, building construction, aluminium composite panels (‘ACP'') and Domestic Appliance (‘DA'') segment.

Coated steel market saw a major recovery in the current year after a slowdown in the previous year. It was majorly supported by the infrastructure push by the government and pent-up demand from capex investments from private players. Extrusion Coatings which mainly supplies coatings for aluminium facades, door and window frames and high end infrastructure, too saw a good growth from several projects taken up in the previous year, like high rise buildings, airports, etc.

This year saw a significant increase in the steel prices globally and India was no different. This was primarily because of the stimulus package and monetary easing policy by most of the countries. Unlike last year, most of the customers were ready to run the operations smoothly without much supply chain issues or labour shortage. The industry witnessed a strong growth from both domestic and export markets. Demand for this segment is likely to remain strong supported by various government initiatives and PLI schemes for the steel sector.

Our key focus in the coming years would be to launch robust and sustainable products, like Chrome free primer offerings, new functional products and highly durable Coil topcoats.

Packaging Coatings provides coatings and inks for the metal packaging industry including Food, Caps & Closures, General Line and Beer & Beverage industry. Packaging Coatings business in 2021-22 saw a steady growth both in domestic as well as in the exports market. This year we witnessed a good recovery in the non-essential category like deodorant, aerosols, general line etc which were impacted in the previous year due to Covid led lockdown. Beer & beverage segment continued to perform better than other segments supported by export demand and consumer inclination to move towards cleaner and renewable form of metal packaging. Our company successfully launched BPANI (BPA Non-Intended) Internal Spray Lacquer last year and saw good growth from all types of beverage cans in the current year. Metal packaging products being supplied to domestic packaged food and beverages, hotels, restaurants, and caterers, came back to prepandemic levels and is witnessing good growth.

Marine & Protective Coatings:

This business is all about protecting and beautifying assets, both in and out of water.

Through our flagship ‘International'' brand, Marine & Protective Coatings find applications in a variety of end-industries including Oil & Gas, Power, Infrastructure projects and Wind Energy.

Marine & Protective Coating business had a very strong growth during the year, led by project wins in Infrastructure, Mining, Power and Coastal & Navy businesses. With the pickup in business activity, demand for fire protection solutions and long-lasting corrosion protection from harsher environments is seeing higher demand across the country. We provided fire proofing solutions to commercial buildings, Covid Hospitals, Data Centres and Airports.

Some of the innovations during the year included Spray Master Aerosol Cans, enabling easy-to-use repairs; Interplus 4102 Odin gel, an effective and safer alternative for rust removal; localization of topcoats for windmill blades, which were hitherto imported; and Chromoscan tinting machines for our network expansion. We remain the preferred partners for many industry majors.

Company’s Business Strategy

Your Company''s strategic objective is to build a sustainable business for long-term value creation as part of the Grow and Deliver strategy embarked by AkzoNobel Group. To achieve this objective, your company is focusing on:

Covid-19 Update

In preparation of financial statements for the year ended 31 March 2022, the Company has taken into account the possible impact of COVID-19 and the related internal and external factors known to the management upto the date of approval of these financial statements to assess the carrying amount of its assets and liabilities. Accordingly, no material impact is anticipated in these financial statements.

Internal Control Systems and their adequacy

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Appropriate internal control policies and procedures have been laid down for ensuring an efficient conduct of the business, accuracy and completeness of accounting records, compliance with applicable laws and regulations, safeguarding of its assets, prevention and detection of frauds and errors and reliability of financial reporting.

Effectiveness of internal financial controls is ensured through management reviews, self-assessment and independent testing by the Statutory Auditors. The internal control systems are regularly tested and reviewed at regular intervals and cover all offices, factories, and key business areas. Any audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal controls environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

The Board periodically reviews the state of compliance with all relevant laws applicable to the Company. The Company uses a robust IT tool incorporating all applicable legal compliances with owners and approvers across functions.

The Board has also constituted a Risk Management Committee clearly defining its Terms of Reference besides roles and responsibilities. The Board has delegated the monitoring and reviewing of the risk management plan to the committee which updates the Board from time to time.

Risks and Opportunities

At AkzoNobel, we believe that systematic risk management practices ensure effective navigation to achieve business objectives and enable sustainable growth in a volatile and complex environment. These risks are constantly evolving and changing, in terms of their impact & probability of their occurrence.

Doing business inherently involves taking risks. By seeking to take balanced risks, we strive to be a successful and respected company. Risk management is an essential element of corporate governance and strategy development. We continuously strive to foster a high awareness of business risks to provide transparency in our processes and operations. Your Company constantly scans the internal and external environment to identify the emerging risks and also assesses them for impact on your Company''s objectives.

The Board monitors the implementation of Risk Mitigation measures for the key risks as identified by Risk Management Committee during the year. The Audit Committee has additional oversight in the area of financial risks and controls. We consider risk assessment and mitigation to be a continuous process. Our risk management framework provides reasonable assurance that our business objectives can be achieved and our obligations to various stakeholders can be met.

Company''s policy on Risk Management is available on Company website www.akzonobel.co.in and can be accessed from https:// akzonobel.co.in/corporate-governance.php#policy.

Opportunities

Our success as an organisation depends on our ability to identify risks and exploit opportunities generated by our business and the markets we operate in. Listed below are some of the opportunities before the Company.

Opportunity description

Our response to opportunities

Growing in Channels for the future:

With advent of technology enabled distribution models there has been a hyper fragmentation of channels. Accelerated growth of e-Commerce has brought about a huge opportunity to tap into these channels and drive business growth.

i

Several new initiatives have been launched which include digitisation, collaborating with key players in e-Commerce:

V Do it Yourself (‘DIY'') range of product

V Aggregator tie ups

Digital Transformation:

Opportunities arising from rapidly emerging digital technologies present a chance to make meaningful interventions and develop capabilities across the value chain redefining the way we do business.

f

/ Launch of Global Gaudi CRM / Launch of Barcode for tracking products

Human Resources

We strive to lead our industry by pioneering a world of possibilities to empower people and reduce our impact on the planet, while consistently innovating to deliver the most sustainable solutions for our customers. That''s why we call our new purpose - People. Planet. Paint. We grew by 2% from last year with total number of employees on rolls of the Company as at 31 March 2022 being 1,467 (previous year 1,436). Our People being our most important asset, we ensure to provide them an optimum work environment to engage, develop and grow.

Employee Engagement:

The uniqueness in our work culture remains in creating a leadership ladder within the organisation with principles based on empowering, decision making, agility in actions, cultivating right behaviors, recognizing and rewarding performance. During this year, employee participation moved to top Decile score in the Organizational Health Index Survey (‘OHI’) which depicts our employees trust on company direction & leadership and initiatives focusing on their development, growth, motivation, etc. Your Company links itself to the 4 C''s of workplace principles; Care, Connect, Capability and Culture.

The year saw a continual trend of Covid disruptions, but we stood strong and leveraged virtual modes to support employees through launching companywide initiatives like AkzoCares Covid Squad, a benevolent initiative aimed at helping employees and their families in need of support, Covengers Initiative, wherein we dedicatedly aimed interventions on mental wellbeing sessions, fun and entertainment sessions and positive connect within the organization.

As an organization, we believe in strengthening two-way communication. We launched several initiatives such as Spotlight series, wherein we had different themes for celebrating People & their achievements. Employee Brand Advocacy Program brought forward 30 Brand champions who shared their views under #MyBrandMyPride campaign. Similarly, we created different forums for our employees to connect with Leadership and their peers to share their experience and learn from each other''s journey.

We focused on strengthening the sense of belonging among employees and their families through several engagement events conducted during the year. Some of the successful events conducted included Rangmanch, Q for Qurious, Flying Colors, etc. where we had massive participation and a high engagement level. We rolled out Annual engagement calendar at the start of the year and accordingly executed the aforementioned events as planned.

Employee Wellness

Wellness of our employees was a key focus area during the year. Special programs were curated to support our employees and their families during these trying times, such as the Akzo Cares Oxygen Support, CovidSquad, Covengers initiative for physical & mental wellbeing, and Visit - The Telehealth Support programme, etc. Vaccination drives were conducted at various sites and offices.

A benefits Insurance Top up plan was also rolled out for employees to enhance the medical insurance coverage sighting increase in medical expenses due to pandemic.

Rewards

Performance reviews were conducted for all employees. Annual Compensation Process for all employees was completed effectively per the guideline.

Capability Building

While standard training programs on Code of Conduct, Diversity & Inclusion (Unconscious Bias, Diversity Equity & Inclusion - DEI Sensitization and Awareness) are done each year, this year''s capability building agenda focused on several talent management programs for different talent segments. The overall framework for all the identified leadership development or talent management programs remains aligned to the AkzoNobel framework of Align-Execute-Renew.

In the global talent program, we witnessed more than 100 employees from different functions participating as the Emerging Talent from India. Similarly, in the regional South APAC program, we observed highest number of participants from India under various streams such as Leading Self and Leading Team(s). Both the programs have blended approach, projects, workshops and learning assignments aimed at engaging and building future ready talent. Several other programs were launched which are primarily focused on upskilling participants keeping succession planning in mind, and in developing talents on key functional and technical skillsets needed for the team to enhance performance. Apart from these design-based interventions, there has been high utilization of e-learning modules available on Company''s platform for self-learning.

Diversity & Inclusion (‘D&I’)

D&I has been one of the key focus areas throughout the year. From rolling out initiatives to strike the right mix of Diversity in our employees through several recruitment focus initiatives, there are many actions done to develop the right Infra and create a no gender bias environment. Women Inspired Network (WIN), India chapter which was launched to drive focus on diversity last year continued to create awareness & sensitization through several initiatives & interventions throughout the year. WIN India Led the #MenasAllies Campaign Globally during April-May 2021. Akzo Nobel India has tied up with the UN Global Compact group and is now part of Target gender equality.

Company''s policy on Diversity & Inclusion is available on Company website www.akzonobel.co.in and can be accessed from https://akzonobel.co.in/corporate-governance.php#policy

Nomination and Remuneration Policy

The Nomination and Remuneration Policy relating to the Directors and Key Managerial Personnel (‘KMP'') has been formulated by the Nomination and Remuneration Committee (‘NRC'') and approved by the Board of Directors.

This policy, inter alia, stipulates the criteria for board diversity, appointment and remuneration of Directors and KMP which include determination of qualifications, positive attributes, independence of a director, reviewing succession plans, evaluation of Board performance. The terms of reference of the Nomination and Remuneration Committee is outlined in the Corporate Governance Report which forms part of this Report.

The NRC Terms of Reference cum Policy is available on company website at https://akzonobel.co.in/corporate-governance.php#policy

Information required under section 197(12) of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report. However, in terms of the provisions of section 136 of the Act, the Annual Report is being sent to members excluding the aforementioned information. Any member interested in obtaining such particulars, may inspect the same at the registered office of the Company by writing an email to investor.india@akzonobel.com.

The disclosures below are made in terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended:

(i)

(ii)

Name

Status

Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2021-22

Percentage increase in remuneration during 2021-22 over 2020-21

Oscar Wezenbeek

Non Executive Director

-

NA - no remuneration was paid to him during his tenure as a Director

Rajiv Rajgopal

Managing Director

38.30 (Refer Note 5 below)

11% increase in base salary based on Industry benchmarking.

R Krishna

Wholetime Director and CFO

NA - only part of the year in 2021-22

NA

Lakshay Kataria

Wholetime Director and CFO

NA - only part of the year in 2021-22

NA

Amit Jain

Non Executive -Independent Director

2.29

30%

Arvind Uppal

Non Executive -Independent Director

NA - only part of the year in 2021-22

NA

Hemant Sahai

Non Executive -Independent Director

2.18

32%

Rahul Bhatnagar

Non Executive -Independent Director

NA - only part of the year in 2021-22

NA

Smriti Rekha Vijay

Non Executive -Independent Director

2.24

36%

Harshi Rastogi

Company Secretary

11.35

8.0% Increase in base salary based on industry benchmarking

Description

Remarks

(iii)

Percentage increase in the median remuneration of employees in the financial year

6.7%

(iv)

Number of permanent employees on the rolls of the Company

1,467 as on 31 March 2022

(v)

Average percentile increases 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.

Average increase in base salary of non-managerial personnel was 6.7%, which is considered in line with the prevailing market conditions and other relevant factors.

It is hereby affirmed that the remuneration to managerial personnel referred to above is as per the remuneration policy of the Company.

Notes:

1. The aforesaid details are calculated on the basis of remuneration for the financial year 2021-22.

2. Median remuneration in the Company (Base Salary) for all its employees was H 0.85 million for the financial year 2021-22.

3. Remuneration to Directors includes sitting fees paid to them for the financial year 2021-22.

4. Remuneration to Directors is within the overall limits approved by the shareholders.

5. In the previous year Managing Director got a one time performance incentive payout for 15 by 20 target achievement.

Corporate Governance

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

Board Evaluation

Your Company has a mechanism to evaluate the performance of all Board members. Details of the evaluation are given in the Corporate Governance report.

Vigil Mechanism - Whistle Blower Policy

Your Company has adopted a Vigil Mechanism Whistle Blower Policy as detailed in the Corporate Governance Report. The Policy is available on the company''s website www.akzonobel. co.in and can be accessed from www.akzonobel.co.in/corporate-governance.php#policy.

Sustainability

The Board views sustainability as an intrinsic value driver.

Guided by our People. Planet. Paint. approach, which lies at the heart of everything we do, we''ve made it our business to deliver the sustainable and innovative solutions that our customers, communities - and the planet - are increasingly relying on. We''re fully focused on ensuring that the pioneering paints and coatings we supply today can help to safeguard our world far beyond tomorrow.

Company''s policy on Sustainability is available on Company website www.akzonobel.co.in and can be accessed at https:// akzonobel.co.in/corporate-governance.php#policy

SEBI vide its Notification dated 5th May, 2021, has discontinued the requirement of submitting a Business Responsibility Report (‘BRR'') after the financial year 2021-22 and with effect from the financial year 2022-23, the top one thousand listed entities, based on market capitalization as on the 31st day of March of every financial year, have been mandated to submit a Business Responsibility and Sustainability Report (‘BRSR'') in the format as specified from time to time.

The disclosure requirement in BRSR is based on National Guidelines on Responsible Business Conduct Principles (‘NGRBC''). In compliance with Regulation 34 of the Listing Regulations, your Company has voluntarily provided a BRSR, and the same forms part of this Annual Report, and is attached as Annexure II-A

Sustainability for the Company also means delivering long-term value for all our stakeholders while effectively handling financial, social and environmental aspects. We are committed to pursuing our economic growth while concurrently watching our ecological footprint and increasing our positive social impact. It underpins your Company''s purpose and brands, its core principles and employee value proposition. It also acts as the driver of growth, innovation and productivity.

Some highlights of the CSR activities conducted during the year are as under:

Company fully understands its role and responsibilities when it comes to society and contributing to the communities in which it operates. This forms an integral part of its sustainability agenda. Your Company engages with people and partners with various like-minded organizations, corporates, government bodies to help bring the AkzoNobel brand to life, while also supporting deserving and sustainable projects and causes. The CSR agenda of your Company is based on economic development through pillars of skill building, education and community healthcare and is governed by policies duly approved by the CSR Committee, Board and the Companies Act 2013.

As a part of this initiative, your Company runs 5 own skill training centres (2 recognized by National Skill Development Corporation as International Training Centres) of AkzoNobel Paint Academy (‘APA'') in four states of India offering skill training to more than 2,000 youth and painters per year in Decorative Paints and Vehicle Refinish. In partnership with like-minded corporates it is also running 5 more skill training centres. Post the training these youth are linked to employment with paint contractors and automobile body shops.

As a part of Diversity & Inclusion initiative, APA has put special focus on disadvantaged groups and sections of society to bridge inequality. The following initiatives have been taken in this regard during the year:

• 310 women have been trained and placed in jobs as painters

• 147 prison inmates and juveniles have been trained out of which 35 have gained a fresh lease of life by resuming work as painters

• Women empowerment programme for rural women under which 180 women have been trained in Decorative Paints and linked with employment as painters

• APA has conducted deco training for 25 youth at Imphal as livelihood rehabilitation for youth recovered from drug addiction as a pilot project

• MOU with Apna (professional networking and job app/ portal for blue collared work force) for providing professional development of painters

Your Company is committed towards all round educational development of under privileged children in India. Our flagship education project named ‘Parivartan'' (meaning Progressive Change) is being implemented in six states and is instrumental in transforming the lives of more than 2,400 children during the year by using education as a medium. In this project, we offer a three-tier program-

a) Early childhood education to children from 2-6 years

b) Non-formal education to out-of-school children to bring them back to formal school, and

c) Remedial education to under privileged children to improve their grades and stop them from dropping out of school.

d) Digital Literacy

In Bhind district of Madhya Pradesh, your Company continued the education program for adult women who have never attended school.

To ensure continuing education for under privileged children in Government schools during COVID19, AkzoNobel provided 270 digital tablets to support more than 500 children to prepare for class 10th board exams.

To provide better and colorful ambiance, your Company has painted 19 Government schools across Delhi, Haryana, Maharashtra, Kerala and Telangana which has helped more than 15,000 children in 5 states.

Your Company in partnership with Government Health Departments provides preventive and curative health care to more than 60,000 villagers around Bengaluru (Karnataka) and in Bhind (Madhya Pradesh) through tele medicine. The project uses latest technology like Artificial Intelligence (AI) to detect diseases and provide access to specialized diagnostic services.

The project is a boon for the villagers as it provides free of cost diagnostic services and ensures access of specialized health care at their doorstep.

As an extension of Tele-health project of Bengaluru, your Company kicked off a new project pan India during COVID 19 viz. ‘Arogya Sakha'' (health''s best friend) exclusively for the painter community and their families. In this project, more than 1.5 million beneficiaries get access to specialist doctors through tele-medicine.

Your Company provided 5 motorized wheelchairs to under privileged people with muscular dystrophy in Kerala.

In order to support food security for the most vulnerable sections of society, AkzoNobel provided support to community kitchen which provided nutritious food to 250 women and children across 4 villages of Mayurbhanj district of Odisha.

Conservation of Energy, Technology Absorption and Forex Earnings and Outgo

Your Company continues to use its research and development base to bring to consumers new products with improved performance features and for special applications. Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to Section 134 of the Act, are given in Annexure III to this report.

Information Technology.

Your Company has always been on the forefront in terms of leveraging technology for the business, which enabled us to accept the new normal and the challenges of the time which enabled us to accept the new normal.

Pandemic hastened the use of technology to enable us to conduct the business in a hybrid manner.

Investment in digital technologies such as Artificial Intelligence (‘AI''), Advanced Analytics, Robotic Process Automation (‘RPA'') continued to create immense customer experiences and aid in organisational productivity.

Your Company continued to rationalise systems to remove redundancies where they exist.

Policy against Sexual Harassment

The Company has instituted a policy on Prevention of Sexual Harassment at Workplace, which has been disseminated amongst all employees. The Policy is available on the company''s website www.akzonobel.co.in and can be accessed from www. akzonobel.co.in/corporate-governance.php#policy. It seeks to prevent and deter acts of sexual harassment and communicate procedures for their resolution and settlement. Your Company has constituted an Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and is accordingly fully compliant. To build awareness in this area, the Company has conducted induction / training programmes in the organisation. There were no complaints reported during 202122. Other mandatory disclosures related to this are given in the Corporate Governance Report.

Related Party Transactions (RPTs)

All related party transactions which were entered into during the year under review were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with the Promoters, Directors and KMP which may have a potential conflict with the interests of the Company at large.

The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which

are of repetitive nature and entered in the ordinary course of business and at arm''s length.

All related party transactions are placed before the Audit Committee for review and approval.

Your Company''s Policy on materiality of RPTs and dealing with RPTs is available on the company''s website www.akzonobel.co.in and can be accessed from www.akzonobel.co.in/corporate-governance.php#policy .

Members may refer to note no. 34 to the financial statements which sets out related party disclosures pursuant to IND AS 24.

Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Act including certain arm''s length transactions under third proviso thereto are required to be disclosed in Form AOC-2 which forms part of this report.

Loans, Guarantees or Investments

There are no loans given or guarantees issued that are covered under Section 186 of the Act read with the Rules made thereunder. Details of investments made under the said section are covered in Notes 5.1 and 8.1 of the financial statements.

Auditors

Statutory Auditors

M/s Price Waterhouse Chartered Accountants LLP hold office till conclusion of the Annual General Meeting to be held in 2026 and will continue as the Statutory Auditors of the Company and have confirmed that they duly fulfil the requirements under applicable laws and regulations to continue as the Auditors of the Company.

The Auditors'' Report for the financial year 2021-22, does not contain any qualification, reservation or adverse remark.

The Statutory Auditors of the Company have not reported any Fraud as specified under Section 143(12) of the Act.

Secretarial Auditors

In terms of section 204 of the Act, Secretarial Audit was conducted for the financial year 2021-22 by M/s A K Labh &

Co., Company Secretaries, Kolkata. Their report is appended.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s A K Labh & Co., Company Secretaries, Kolkata to conduct Secretarial Audit for the financial year 2022-23.

Cost Auditors

In terms of Section 148 of the Companies Act 2013, Cost Audit was conducted for the year 2021-22 by M/s Chandra Wadhwa & Co., New Delhi. The Cost Audit report for the year 2020-21 has been filed with MCA within the stipulated time.

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

New Delhi as the Cost Auditors for conducting Cost Audit for the financial year 2022-23, whose remuneration is subject to ratification by the shareholders at the forthcoming AGM.

Cost Records

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

Annual Return

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

Directors & Key Management Personnel

There were following changes in the composition of the Board since last Director report:

1) Mr Lakshay Kataria, Wholetime Director and CFO resigned w.e.f. 1 October 2021

2) Mrs Harshi Rastogi, Company Secretary, was in the board from 1 October 2021 to 30 November 2021

3) Mr R Krishna, Wholetime Director and CFO, joined the Board from 1 December 2021.

Mr Oscar Wezenbeek will be retiring by rotation at the forthcoming Annual General Meeting (AGM) and has offered himself for re-appointment.

The present term of appointment of Mrs Smriti Rekha Vijay as an Independent Director of the Company ends on 15 August 2022. Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board resolved to recommend her re-appointment for another term of three years subject to the approval of the shareholders.

The appointment of Mr Oscar Wezenbeek and Mrs Smriti Rekha Vijay are included in the Notice convening the AGM for seeking your approval. A brief profile of Mr Oscar Wezenbeek and Mrs Smriti Rekha Vijay as required under regulation 36 of the Listing Regulations is also given as an annexure to the Notice.

Mr Rajiv Rajgopal, Managing Director, Mr R Krishna, Wholetime Director and CFO and Mrs Harshi Rastogi, Company Secretary are the whole-time Key Managerial Personnel of the Company in terms of Section 203 of the Act.

Committees of the Board

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

Board Meeting Dates

There were 6 Board Meetings during the year under review.

The Board Meeting Dates and the attendance of the Directors at the meetings have been provided in the Corporate Governance Report.

Directors’ Responsibility Statement

As required under section 134(5) of the Act, the Board states that:

a) in the preparation of the annual accounts, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

General

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the year under review:

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

2. The Company has not issued any shares during the year, under ESOPs or Sweat Equity or otherwise.

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

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

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

6. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

7. Your Company has not accepted any public deposits during the year and no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

8. Your Company has complied with the Secretarial Standards, as applicable, issued by The Institute of Company Secretaries of India.

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

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

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

Cautionary Statement

Some of the statements in this report, describing your Company''s objectives and expectations expressed in good faith, may constitute ‘forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those, in the event of changes in the assumptions/ market conditions.

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

Acknowledgments

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment, in particular during this unprecedented year. Despite the challenges all our employees, especially the front-line employees working in our factories, sales and service, demonstrated unwavering commitment which helped us deliver our commitment to serve our consumers at all times. Your Directors would also like to acknowledge the excellent contribution by the parent company in providing the latest innovations, technological improvements and marketing inputs across categories in which it operates. This has enabled the Company to provide a higher level of consumer delight through continuous improvement in existing products, and introduction of new products.

The Board also wishes to place on record its appreciation for the support and co-operation that your company has been receiving from yourselves, suppliers, distributors, retailers, investors, bankers, agents, government and regulatory authorities, stock exchanges, other business partners and stakeholders.

On behalf of the Board Oscar Wezenbeek

Place: Singapore Chairman

Date: 27 May 2022 DIN 08432564

Director’s Report