General Updates

Page 1 of 22 KANSAI NEROLAC PAINT 25th September, 2026 1. Corporate Relationship Department 2. Manager – Listing BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra (E), Mumbai – 400001 Mumbai - 400 051 Sub.: Sanction of Scheme of Amalgamation of Nerofix Private Limited with Kansai Nerolac Paints Limited by National Company Law Tribunal, Mumbai Bench Ref.: 1. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 2. Scrip Codes: BSE - 500165, NSE - KANSAINER Dear Sirs, This is further to the intimations dated 11th August, 2025, 23rd January, 2026, 25th January, 2026, 27th February, 2026 and 24th June, 2026 relating to the Scheme of Amalgamation of Nerofix Private Limited with Kansai Nerolac Paints Limited (“Scheme”). We wish to inform you that the Scheme of Amalgamation of Nerofix Private Limited with Kansai Nerolac Paints Limited has been sanctioned by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) by its Order delivered on 24th September, 2026. A copy of the Order approving the Scheme has been uploaded on the NCLT website today, i.e., 25th September, 2026 and is attached herewith. There are certain clerical / typographical errors in the NCLT Order, which the Company will take steps to rectify. The certified copy of the said Order of NCLT is awaited. The Appointed Date of the Scheme is 1st April, 2025 and the Scheme will be effective upon filing the certified copy of the Order with the Registrar of Companies, Mumbai. This is for your information and record. For KANSAI NEROLAC PAINTS LIMITED G. T. GOVINDARAJAN COMPANY SECRETARY Encl. as above. KANSAI NEROLAC PAINTS LIMITED Registered Office : 28th Floor. A-wing. Marathon Futurex. N. M. Joshi Marg. Lower Parel. Mumbai -400 013. India T: •91 22 4060 2500/2501 I www.nerolac.com CIN: L24202MH1920PLC000825 Page 2 of 22 NATIONAL COMPANY LAW TRIBUNAL COURT-V, MUMBAI BENCH 5. C.P.(CAA)/65(MB)2026 C.A.(CAA)/257(MB)2025 IN THE MATTER OF Nerofix Private Limited U/s 230-232 of the Companies Act, 2013 Order Delivered on 24.09.2026 CORAM: SH. VINAY GOEL SH. CHARANJEET SINGH GULATI MEMBER (J) MEMBER (T) Appearance through VC/Physical/Hybrid Mode: For the Petitioner: Adv. Mr. Sahil Namawati, Adv. Mr. Dev Bhankharia (PH) For the Respondent: ORDER C.P.(CAA)/65(MB)2026: - The above C.P.(CAA)/65(MB)2026 is listed for pronouncement of the order. The same is pronounced in open court, vide a separate order. Sd/- Sd/- VINAY GOEL CHARANJEET SINGH GULATI Member (Judicial) Member (Technical) //Zakir// Page 3 of 22 NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH, COURT - V C.P. (CAA)/65/MB/C-V/2026 C.A. (CAA)/257/MB/C-V/2025 In the matter of the Companies Act, 2013; In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder; In the matter of Scheme of Amalgamation Nerofix Private Limited (“Transferor Company”) with Kansai Nerolac Paints Limited (“Transferee Company”) and their respective Shareholders and Creditors (“Scheme”). Nerofix Private Limited ) CIN: U24299MH20 19PTC328170 ) a company incorporated under the ) Companies Act, 2013 having its ) registered office at 27th Floor, A- ) Wing, Marathon Futurex, N.M. Joshi ) Marg, Lower Parel, Mumbai - ) 400013. ) …Transferor Company/ First Petitioner Company Kansai Nerolac Paints Limited ) CIN: L24202MH1920PLC000825 ) a company incorporated under the ) Companies Act, 1913 having its ) registered office 27th Floor, A-Wing, ) Page 1 of 20 Page 4 of 22 C.P. (CAA)/65/MB/C-V/2026 Marathon Futurex, N.M. Joshi Marg, ) …Transferee Company/ Second Petitioner Company Lower Parel, Mumbai - 400013. ) (Hereinafter the Transferor Company and Transferee Company shall be collectively known as Petitioner Companies) Order pronounced on: 24.09.2026 Coram: Hon’ble Sh. Vinay Goel, Hon’ble Sh. Charanjeet Singh Gulati, Member (Judicial) Member (Technical) Appearances: For the Petitioner Companies: Adv. Nausher Kohli a/w Adv. Jehan Fouzdar and Adv. Dev Bharkharia i/b Lexicon Law Partners For RD-I West: Mr. Altap Shaikh ICLS, AD ORDER 1. The present Scheme is a Scheme of Amalgamation of Nerofix Private Limited (“First Petitioner Company” or “Transferor Company”) and Kansai Nerolac Paints Limited (“Second Petitioner Company” or “Transferee Company”) and their respective shareholders and creditors (“the Scheme”), under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rules framed thereunder. 2. The Board of the Transferor Company and the Transferee Company approved the said Scheme of Amalgamation by passing their Resolutions on 31.07.2025 and 11.08.2025 respectively, which are annexed to the Company Scheme Application. 3. The Appointed Date of the Scheme is 1st April 2025. Page 2 of 20 Page 5 of 22 C.P. (CAA)/65/MB/C-V/2026 4. The Petitioner Companies have their registered office at Mumbai, Maharashtra, and therefore, this Bench has jurisdiction to entertain the present application. 5. The Counsel appearing for the Petitioner Companies states that the Petition have been filed in consonance with the order passed in C.A. (CAA)/257/MB/2025 by this Tribunal on 06.01.2026. The Counsel for the Petitioner Companies states that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary Affidavits of compliance with this Tribunal. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as may be required under the Companies Act, 2013 and the Rules made thereunder. Nature of Business: 6. Ld. Counsel for the Petitioner Companies submitted that the Transferor Company was incorporated to carry on business as manufacturers, exporters importers and marketing of adhesives and sealants, chemicals, paints and coatings, and other industrial consumables and other related products in India and abroad. 7. Further, it is submitted that the Second Petitioner Company is interalia engaged in the business of manufacturing and selling of pigments, pigment emulsions, dispersions, binder material, thickners, chemicals, dyes and manures. Rationale of the Scheme: 8. The rationale of the scheme is as follows: - A. “The Petitioner Companies submit that the rationale for the Scheme of Amalgamation as considered by their respective Boards while approving the Scheme of Amalgamation is as under: “The merger will provide benefits for synergy, economies of scale, growth and expansion to our Company. Furthermore, the merger will result in the integration of business operations, reduction and rationalization of administrative costs and Page 3 of 20 Page 6 of 22 C.P. (CAA)/65/MB/C-V/2026 overheads, and administrative convenience, thereby enhancing operational efficiency” B. Pursuant to the Scheme of Amalgamation of first Petitioner Company with and into Second Petitioner Company, there will be no change in control or management of Second Petitioner Company. C. The Scheme does not have any adverse effects on either the shareholders, the employees or the creditors of the Petitioner Companies. D. The Board of Directors of the Petitioner Companies believe that the Scheme would benefit all the stakeholders of the Petitioner Companies. E. The present Scheme is an arrangement between the Petitioner Companies and their respective shareholders as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Act as there is no compromise and/or arrangement with the creditors of the Petitioner Companies. As far as the rights of the creditors of the Petitioner Companies are concerned, they will not be affected by the Scheme since, post sanction of the Scheme, the assets of the Second Petitioner Company will be sufficient to discharge its liabilities.” Share Capital: 9. The authorised, issued, subsc [Showing first 8,000 characters — download PDF for full document]