Kansai Nerolac Paints — M&A Activity 2025

Aug 11, 2025

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11th August, 2025

1. Corporate Relationship Department 2. Manager – Listing BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai - 400001. Mumbai - 400 051.

Sub.: Scheme of Amalgamation of Nerofix Private Limited (wholly owned subsidiary) with Kansai Nerolac Paints Limited

• Ref.: 1. Regulation 30 (read with Schedule III - Part A, Para A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

2. BSE Scrip Code- 500165, NSE Symbol- KANSAINER

Dear Sirs,

This is to inform you that the Board of Directors of Kansai Nerolac Paints Limited (the Company) has, in its meeting held today, Monday, 11th August, 2025, approved the Scheme of Amalgamation (“the Scheme”) of the Company's wholly owned subsidiary, Nerofix Private Limited with the Company, subject to the approval of the Equity Shareholders and Creditors of Nerofix Private Limited and our Company and the necessary approvals from various regulatory authorities.

The Appointed date i.e. the date from which the Scheme shall come into force, is 1st April, 2025.

On the Scheme being effective, the entire paid-up Equity Share Capital of Nerofix Private Limited held by the Company, shall stand automatically cancelled and there will not be any issue and allotment of shares of the Company. Further, the entire business and undertaking of Nerofix Private Limited including all their properties and assets shall be transferred to and vested to the Company so as to become the properties and assets of the Company. Also, all debts, liabilities, duties and obligations of Nerofix Private Limited, shall be transferred to the Company.

The requisite disclosure as required as per the requirement of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 11th November, 2024 is annexed herewith.

The Board Meeting commenced at 2.30 p.m. and concluded at 3 p.m.

For KANSAI NEROLAC PAINTS LIMITED

Digitally signed by G T G T GOVINDARAJAN GOVINDARAJAN Date: 2025.08.11 15:44:46 +05'30' G. T. GOVINDARAJAN COMPANY SECRETARY

Encl.: As above.

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Annexure

The requisite disclosure as required as per the requirement of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 11th November, 2024 is as under:

Sr.No.	Particulars		Details
1.	Name of the entity(ies) forming partof the amalgamation/merger, detailsin brief such as, size, turnover etc.		Name of the Entities	Turnoverason31st March, 2025
			Proposal for merger ofNerofix Private LimitedwithKansai Nerolac PaintsLimited	Rs. 125.33 CroreRs. 7,496.71 Crore
2.	Whether the transaction would fallwithin related party transactions?If yes, whether the same is done at“arm’s length”.		Since Nerofix Private Limited is wholly ownedsubsidiary of Kansai Nerolac Paints Limited, thetransaction is a related party transaction. As theproposed merger will provide the benefits of synergy,economies of scale, growth and expansion to ourCompany and no issue of shares or share exchange isinvolved, the merger can be considered as one at "arm'slength".
3.	Area of business of the entity(ies).		Nerofix Private Limited is in the business of adhesivesand other paint related products. The productsmanufactured and sold by Nerofix are incidental andancillary to the business of the Company which ismanufacture and sale of paints, coatings, and otherrelated materials.
4.	Rationaleforamalgamation/merger.		The merger will provide benefits for synergy,economies of scale, growth, and expansion to ourCompany.
5.	In case of cash consideration –amount or otherwise share exchangeratio.		The current proposal is for merger of Nerofix PrivateLimited, wholly owned subsidiary with the Company.So, there is no cash consideration involved. TheCompany will take over the assets and liabilities ofNerofix Private Limited and the shares held by ourCompany in Nerofix Private Limited would becancelled. There is no share exchange ratio involved.
6.	Briefdetailsofchangeinshareholding pattern (if any) oflisted entity.		No change in the shareholding of our Company. Theproposal is for merger of wholly owned subsidiary ofthe Company with the Company.

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