Pidilite Industries Ltd

To

The Members

Your Directors take pleasure in presenting the Fifty Sixth Annual Report together with Audited Financial Statements for the year ended 31^st March, 2025.

Financial Results (Standalone)

* Pertaining to dividend for FY 2023-24 # Pertaining to dividend for FY 2022-23

The dividend payout is in accordance with the Dividend Distribution Policy which is available on the website of the Company https://www.pidilite.com/investor-relations/corporate-governance

Transfer to Reserves

The Company does not propose to transfer amounts to the general reserve.

Term Finance

The Company has no outstanding term loans (previous year NIL).

Financial Performance

Comments on Financial Performance are included in Management Discussion and Analysis section.

Dividend

Your Directors recommend a dividend of 20 per equity share of 1/- each for the year ended 31^st March, 2025, (previous year

16.00 per equity share of

1/- each) amounting to 1,017.30 crores (previous year 813.77 crores) out of the current year's profit. Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source. The dividend payout amount has grown at a CAGR of 23.88% during the last 5 years.

Capital Expenditure

The total capital expenditure during the year was

420.44 crores (previous year 499.21 crores) primarily spent on fixed assets for various manufacturing units, offices, laboratories, warehouses and on information technology.

Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 during the financial year 2024-25 (previous year NIL).

Investment in Subsidiaries

During the year, total investment of 67.99 crores (previous year 177.35 crores) was made in subsidiaries. Of this, 60.24 crores was invested in domestic subsidiaries and 7.75 crores in overseas subsidiaries.

The investments in domestic subsidiaries were in M/s Bhimad Commercial Company Pvt Ltd amounting to 25.35 crores and Pidilite Ventures Pvt Ltd amounting to 34.89 crores.

The investments in overseas subsidiaries were in Pidilite Middle East Ltd 7.07 crores and Pidilite Industries Egypt SAE 0.68 crores.

During the year a. M/s. Bhimad Commercial Company Pvt. Ltd. (Bhimad), a wholly owned subsidiary of the Company completed the formalities for acquisition of M/s. Pargro Investments Pvt. Ltd. (Pargro). Accordingly, Pargro is now a wholly owned subsidiary of Bhimad. b. M/s. Pidilite Ventures Pvt. Ltd. (PVPL), wholly owned subsidiary of the Company divested its entire shareholding in M/s. ClimaCrew Private Limited (CPL), an Associate Company, to existing and new shareholder(s) of CPL. Accordingly, CPL ceased to be an Associate Company of PVPL w.e.f. 6^th June 2024. c. ICA Pidilite Pvt Ltd. (ICA PIL), a subsidiary of the Company carried out a Buy back of equity shares from all shareholder's on proportionate basis, resulting into reduction in investments of the Company by 9.40 crores. After Buyback, there is no change in the percentage of Company's shareholding in ICA PIL. d. The Company through its subsidiary M/s. Pidilite Ventures Pvt. Ltd. made certain investments in early-stage companies.

Domestic and International Subsidiaries Performance

Domestic subsidiaries (Consumer & Bazaar) reported modest growth with healthy EBITDA Margins.

The subsidiaries in Business to Business segment achieved high single digit sales growth with improvement in EBITDA Margins.

Overseas subsidiaries figures are at constant currency.

Despite global economic uncertainty, inflation and geopolitical situations, International subsidiaries revenues for the year grew by 6.8% with EBITDA Margins improving from 13.8% to 14.2%.

In March 2024, the Company divested its business in Brazil and with this, the company had fully exited the businesses in Americas. Accordingly Pidilite USA and Pulvitec Brazil has been excluded from the above table.

Consolidated Financial Statements

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as ‘the Act'), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations') and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2024-25, together with the Auditor's Report, form part of this Annual Report. A statement containing the salient features of the Company's subsidiaries and associate companies in the prescribed Form AOC- 1, are set out after Note No. 62 to the Consolidated Financial Statements.

The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries, associate companies and joint venture, as approved by their respective Board of Directors. The accounts of the subsidiaries are also uploaded on the website of the Company, https://www.pidilite.com/investor-relations/financials

Directors and Key Managerial Personnel

Smt. Meera Shankar and Shri Sanjeev Aga, Independent Directors have retired from the close of business hours on 29^th July, 2024 and 31^st March, 2025 respectively, on completion of their second term on the Board of the Company. The Board places on record the deep appreciation and gratitude for the valuable contributions made by them during their tenure on the Board.

Smt. Meher Pudumjee, resigned from close of business hours of 22^nd January, 2025, as an Independent Director. The Board places on record deep appreciation and gratitude for the valuable contributions made by her during her tenure on the Board.

The Member's have approved appointment of Smt. Meena Ganesh and Dr Vivek Raghavan,

Independent Directors for a period of 5 years, effective from 22^nd January, 2025 by passing special resolutions through Postal Ballot process on 19^th March, 2025 as recommended by the Board and Nomination and Remuneration Committee. In the opinion of the Board, Smt. Meena Ganesh and Dr Vivek Raghavan possess requisite expertise, experience and integrity including proficiency.

Shri Bharat Puri completed his second term as Managing Director on 9^th April, 2025. He has made valuable contribution during his tenure as Managing Director of the Company for last 10 years. The Company has made substantial progress and created significant shareholder value during his term. The Board places on record the deep appreciation and gratitude for the valuable contributions made by Shri Bharat Puri during his tenure as Managing Director of the Company. On the recommendation of Nomination and Remuneration Committee, Shri Bharat Puri has been appointed as Non-Executive Non-Independent Director for a period of 3 years, Shri Sudhanshu Vats, Managing Director Designate has been designated as Managing Director and Shri Kavinder Singh, Joint Managing Director Designate has been designated as Joint Managing Director by the Board, effective from 10^th April, 2025. The Company has sought the approval of the members through Postal Ballot vide their Notice dated 14^th April, 2025 for the appointment of Shri Bharat Puri and for the change in designation of Shri Sudhanshu Vats and Shri Kavinder Singh. Shri Joseph Varghese resigned as the Whole Time Director designated as Director-Operations, and his resignation shall be effective from close of business hours on 31^st July, 2025. The Board places on record deep appreciation and gratitude for the valuable contributions made by him during his tenure on the Board.

Subject to the approval of the members, the Nomination and Remuneration Committee and the Board have recommended as under: a) Reappointment of Shri A N Parekh as a Whole Time Director of the Company designated as Executive Vice Chairman for a further period of 5 years from 1^st July, 2025. b) Reappointment of Shri Rajeev Vasudeva as an Independent Director for a second term of 5 consecutive years from 10^th September, 2025. Shri Vasudeva is independent of the Board and possesses appropriate skill, experience and knowledge and c) Appointment of Shri Swaminathan K as an Additional Director and also Whole Time Director designated as Director-Operations of the Company, for a period of five years effective from 1^st August, 2025. In accordance with the Act and the Articles of Association of the Company, Shri A N Parekh and Shri Sandeep Batra, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Policy on Directors' remuneration

The policy on Directors' remuneration is available on the website of the Company, https://www.pidilite.com/ investor-relations/corporate-governance.

The remuneration paid to the Directors is as per the terms laid out in the said policy.

Directors' Responsibility Statement

Your Directors confirm that:

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

• they 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 ended 31^st March, 2025 and of the profit of the Company for that period;

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

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Annual Evaluation by the Board of its own performance, its Committees and individual Directors

The Board has put in place a mechanism for evaluation of its own performance and performance of its Committees and individual Directors. The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on the evaluation parameters, such as Board composition and structure, effectiveness of the Board, participation at meetings, domain knowledge, awareness and observance of governance, etc. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all its Directors including the Independent Directors.

The familiarisation programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations is uploaded on the website of the Company.

Number of Meetings of Board of Directors

Six meetings of the Board of Directors of the Company were held during the financial year 2024-25. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Statement of Declaration on Independence given by Independent Directors

All the Independent Directors of the Company have given declarations that: a. they meet the criteria of independence as laid down under the Act and the Listing Regulations b. they have complied with the Code of Independent Directors prescribed under Schedule IV of the Act; and c. they have registered themselves with the Independent Directors' Database maintained by the Indian Institute of Corporate Affairs.

Corporate Governance

The Company is committed to good corporate governance practices. The Report on Corporate Governance, as stipulated under Listing Regulations, forms an integral part of this Annual Report. The requisite certificate from M/s Parikh & Associates, Practising Company Secretaries, is attached to the Report on Corporate Governance.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a section forming part of this Annual Report. For the sake of brevity the items covered in this Report are not repeated in the Management Discussion and Analysis Report.

Committees of the Board

The following are the statutory Committees constituted by the Board and they function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

Corporate Social Responsibility (CSR) Report and CSR Policy

The CSR Report as per Section 135 of the Act read with

Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereto, is attached as Annexure 1 to this Report. The details of CSR Initiatives forms part of Social & Community Service Initiatives section of this Annual Report. CSR Policy can be accessed on website of the Company https://www.pidilite.com/investor-relations/corporate-governance

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism and Whistle Blower Policy for its Directors and employees. The said policy has been communicated to the Directors and employees of the Company and is also posted on the website of the Company https://www.pidilite.com/investor-relations/corporate-governance. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Policy relating to Prevention of Sexual Harassment

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formulated a Prevention of Sexual Harassment Policy, which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has formed Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. To build awareness in this area, Company has been conducting induction/ training programmes in the organisation on a periodical basis. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

Statutory Auditors

In accordance with the provisions of the Act, M/s. B S R & Co. LLP, Chartered Accountants

(Firm Registration No 101248W/W-100022) have been appointed as the Statutory Auditors of the Company, for a period of five years i.e. upto the conclusion of 59^th AGM to be held for the adoption of accounts for the financial year ending 31^st March, 2028. Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. There is no qualification or adverse remark in Auditors' Report. There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Act.

Cost Auditor

The Company has maintained cost records as specified by Central Government u/s 148(1) of the Act. M/s. V J Talati & Co., Cost Accountants, were appointed as the Cost Auditor for the financial year 2024-25 to conduct the audit of the cost records of the Company and they have been reappointed as the Cost Auditor for the financial year 2025-26. In terms of the provisions of Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, at the ensuing AGM, the Board seeks ratification of the remuneration payable to the Cost Auditor for the financial year 2025-26.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25 under the Companies Act, 2013 read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure 2 to this report. There is no qualification or adverse remark in their Report.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have recommended for approval of shareholders at the ensuing AGM, the appointment and remuneration of M/s. Parikh & Associates, Company Secretaries (FRN No. P1988MH009800) as the Secretarial Auditors of the Company, for a period of 5 (Five) consecutive years i.e. from Financial Year 2025-2026 to 2029-2030.

They have given their consent for appointment as Secretarial Auditors.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 are attached as Annexure 3 to this Report.

Risk Management

In accordance with Regulation 21 of the Listing Regulations, the Board has established a Risk Management Committee (RMC), also known as the Risk Management Oversight Committee (RMOC). This committee is entrusted with roles and responsibilities as outlined in Part D of Schedule II of the Listing Regulations.

Pidilite has established a robust and structured risk management system designed to identify, assess, and mitigate potential threats. This framework is guided by a top-down approach, where the Board of Directors and its RMOC approves the risk management policy. Following the RMOC's guidelines, the Management Risk Committee (also known as the Risk Identification and Mitigation Committee - RIMC) supplement the process with a bottom-up approach which focuses on identifying and mitigating long-term, strategic, and macro risks for the company.

Role of Risk Management Oversight Committee (RMOC)

The Board's Risk Management Oversight Committee (RMOC) comprises of Independent Directors and Senior Management and chaired by an Independent Director. It is responsible for reviewing and approving the risk management plan, monitoring its progress, and endorsing the proposed risk classification methodology. The committee ensures the comprehensive execution of the risk management framework.

Role of Risk Identification and Mitigation Committee (RIMC)

The RMOC is assisted by the Risk Identification and Mitigation Committee (RIMC). RIMC comprises of Managing Director, Deputy Managing Director, Executive Vice Chairman and Senior Management. RIMC is responsible for identifying risks that can have an impact on the business, people or its processes and developing risk mitigation plans for the same in consultation with the Risk Owners i.e respective heads of the business and /or functions to which the identified risk belongs. The RIMC regularly reviews the risk library and updates the RMOC on key/ new risks.

Role of Risk Owners

The Risk owners hold the responsibility for formulating and executing the risk mitigation plan in their respective areas and they periodically report to the RIMC about the risks and corresponding mitigation strategies. They continuously assess the risk status and the effectiveness of mitigation actions in collaboration with line managers, ensuring efficient implementation and surveillance.

The Company has deployed a comprehensive risk identification process, wherein each business and function identifies and maintains a detailed repository of risks and vulnerabilities (Risk Charters). The identified risks are assessed based on probability and potential impact. The company reviews the relevant risks and vulnerabilities including regulatory changes that can impact the business continuity and reputation.

Risk Management Process An overview:

The broad risk areas as identified are as under:

Risk description – The risk relates to people safety at manufacturing locations, offices, R&D centers, and warehouses, due to operational hazards like handling of hazardous material, fire, and potential injury from moving machinery parts.

Mitigation Measures: The Company is committed to Occupational Safety of all people across its value chain with a goal of ‘Zero Harm'. Further, ISO 45001:2018 has been adopted for Safety management in majority of its operations & the Company continues to drive improvements in process safety and people safety management. Behaviour Based Safety (BBS) program has been implemented with a goal to encourage safe behaviours and minimise at-risk behaviour. Regular reviews of safety systems and processes are carried out by trained & certified safety auditors during external independent audits as well as by the internal audit teams. The Company has a system to monitor the lead and lag safety KPIs across all its locations.

Risk description – The risk relates to people health at manufacturing locations, R&D centers, warehouses and offices, due to exposure to hazardous chemicals, ergonomic hazards and other medical emergencies.

Mitigation Measures:

The Company has a comprehensive occupational health awareness program for all people across all locations under the theme of Happy and Healthy (HAH) Pidilite. Regular health related training is carried out through

Factory Medical Officers and Occupational Health specialists.

Regular health risk assessments and workplace monitoring are carried out at manufacturing and R&D locations. Action plans derived from these risk assessments are implemented in a timely manner. Exposure of people to hazardous chemicals is minimized through a combination of engineering and administrative controls. The Company conducts periodic health checkups for all its employees and takes necessary preventive actions.

Risk description – This risk relates to single-source or dominant material supplier which can cause disruption, if they shutdown.

Mitigation Measures: For materials contributing to critical finished products, the Company has identified alternate raw materials or alternate sources of supply, including supply from different geography or an alternative formulation. Strategic supplier partnerships and inventory buffers are maintained to ensure continuity of supply and minimize production disruptions. A structured review process has been implemented to assess supply vulnerabilities, supplier capacity and inventory levels on a periodic basis and adjust sourcing strategies accordingly.

Risk description – This risk pertains to non-adherence to applicable laws and regulations relating to plastic waste management.

Mitigation Measures: The Company is actively aligning its packaging practices with changing regulations while maintaining operational efficiency. Collaborations are in place with multiple waste management agencies to manage the plastic waste responsibly, complying 100% to the Extended Producer Responsibility (EPR) requirements. Several initiatives to optimize the packaging and reduce virgin plastic usage, utilize Post Consumer Recycled (PCR) plastics in packaging to promote circularity are undertaken. A few pilots have been initiated on the reuse of rigid plastic packaging. The Company remains committed to the broader vision of circular economy.

Risk description – This risk covers potential leakage/ exposure that could undermine the confidentiality of our intellectual property

Mitigation Measures: R&D has a robust plan to safeguard its Intellectual Property (IP) in all the R&D centers. Both physical and digital access controls are implemented, including biometric entry systems and restricted mobile phone usage in laboratories. Data loss prevention measures are also established to prevent and monitor any potential data leaks. The implementation of layered controls and regular audits effectively mitigates vulnerabilities throughout the entire innovation and production lifecycle. Patent filing frameworks have been established to secure key innovations. The Company has also established an intellectual property management strategy at its manufacturing facilities, emphasizing the protection of confidential information through the implementation of physical access controls and system-based safeguards. These measures are designed to mitigate risks such as data leakage and the loss of proprietary knowledge within the premises.

Risk description – The counterfeit and infringement activities can have significant risks in the form of adverse impact on Goodwill & brand reputation, consumer trust & confidence and safety of users. Mitigation Measures: The anti-counterfeit strategy focuses on protection and effective management of trademarks, design and copyright across markets. The Company has secured additional IP rights such as Well-known trademark registrations for key brands. The Company creates visible "difficult to copy" differentiation in our Packaging through technology led most updated lens effect and holograms. Further, steps like awareness building on brand protection & counterfeit risks amongst employees, regular enforcement measures through both Civil & Criminal actions against counterfeiters and infringers and seeking damage claims in courts, are taken to combat counterfeits.

Risk description – This risk pertains to non-compliance to applicable laws and regulations that may lead to fines / penalties impacting Company reputation.

Mitigation Measures: The Company has implemented a comprehensive compliance monitoring system for all its entities. Further, an online tool has also been implemented for large entities, which addresses regulatory changes notified from time to time. Technology is leveraged to enhance governance on insider trading and control over unpublished price sensitive information. The Company also conducts periodic training and awareness sessions for those responsible for compliance activities. The legal and compliance team and external experts periodically audit the compliance practices across locations.

Risk description – This risk pertains to cyber-attacks, both external and internal, impacting IT infrastructure, and the potential collapse of digital infrastructure impacting business applications, network, and individual user assets.

Mitigation Measures: To manage this risk, the Company has established a comprehensive cybersecurity framework that deploys advanced technical controls and systems to effectively detect and prevent cyber incidents. Regular training programs are conducted to strengthen employee awareness and responsiveness to cyber threats. Critical systems and data have been migrated to secure cloud environments, incorporating real-time redundancy to minimize downtime and data loss during incidents. Additionally, clear governance structures oversee cybersecurity initiatives, and our security framework undergoes regular review to proactively respond to emerging technological threats.

Risk description – Risk emanating from inability to detect fraud that may lead to loss of Company's assets or impact reputation.

Mitigation Measures: The Company has robust fraud prevention measures in place for key financial and business processes. Fraud risk assessments are performed proactively for critical processes along with data analytics to identify any fraud or vulnerabilities. A formal whistleblower policy and an independent Ethics Committee ensure that all concerns are addressed promptly. Company has zero tolerance policy against any unethical practice. Additionally, comprehensive insurance coverage provides an added layer of protection against potential fraud related losses.

Risk description – This risk pertains to macroeconomic risks leading to inflation in commodity prices, currency fluctuations, and geopolitical situations that can cause global supply chain disruptions, which can impact profitability and operational efficiency.

Mitigation Measures:

To navigate potential risks, the Company closely monitors key indicators such as commodity prices, foreign exchange fluctuations, and geopolitical developments that may impact operations. Leveraging its strong brand equity, the Company is able to pass on cost increases by taking suitable pricing actions. Adequate inventory is maintained to ensure supply continuity. All net open foreign exchange exposures are hedged to mitigate currency risk.

Risk description – This risk pertains to evolving customer preferences due to technological shifts, availability of newer products and preference for greener / sustainable products leading to business loss. Mitigation Measures: The Company is focused on innovation to meet the changing needs and preferences of the consumers. This includes the launch of new products that address technological shifts. The Company has also taken various initiatives like product traceability, replacing hazardous material with greener material to make sustainable products which also enhances product safety. The other details in this regard are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered into by the Company during the financial year under review with related parties (as defined in the Act and Listing Regulations) were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any contract/ arrangement/transaction with related parties which could be considered as material in accordance with the Policy of the Company on Materiality of Related Party Transactions (RPT Policy) or which is required to be reported in Form No. AOC-2 in terms of Section 134(3(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The RPT Policy, as approved by the Board, is available on the Company's website: https://www.pidilite.com/ investor-relations/corporate-governance. Disclosure of related party transactions with the promoter(s)/promoter(s) group which individually hold 10% or more shareholding of the Company, as per the Indian Accounting Standards, are set out in Note No 45 of the Standalone Financial Statements of the Company.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees or investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements.

Employees Stock Option Scheme

The Employees Stock Option Scheme (Scheme) is in line with SEBI (Share Based Employee Benefits) Regulations, 2014. The certificate of Secretarial Auditors regarding implementation of the Scheme is available for inspection of Members in electronic mode. The applicable disclosure, as stipulated under Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021, as on 31^st March, 2025 with regard to Scheme, is provided in Annexure 4 to this Report.

Annual Return

Annual Return of the Company for FY 2024-25 as on 31^st March, 2025 is available on the website of the Company viz. https://www.pidilite.com/investor-relations/latest-general-meeting.

Business Responsibility and Sustainability Report

A Business Responsibility and Sustainability Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front along with BRSR Core Reasonable Assurance opinion statement provided by M/s. KPMG Assurance and Consulting Services LLP, forms an integral part of this Report.

Internal Control Systems and their Adequacy

The Company has adequate internal financial control procedures commensurate with its size and nature of business.

The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans along with critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, and adequacy of internal controls.

Registrar and Share Transfer Agent

Pursuant to the acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, the name of the Registrar and Share Transfer Agent has changed from M/s. Link Intime India Private Limited to M/s. MUFG Intime India Private Limited with effect from 31^st December, 2024.

Significant/Material Orders passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 5 to this Report.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any modifications, thereof) shall be made available to any shareholder, on request.

Other Disclosures

The Company has neither issued equity shares with differential rights nor any sweat equity shares. There have been no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this Report.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution There has been no change in the nature of business of the Company.

Appreciation

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, dealers, distributors, consumers, banks and other financial institutions for their continued support.