Kansai nerolac paints Limited successfully conducted a crucial NCLT convened meeting of equity shareholders on 27th February, 2026, securing overwhelming approval for its proposed amalgamation with Nerofix Private Limited. The meeting, held through video conferencing without physical presence at a common venue, marked a significant milestone in the company's corporate restructuring initiative.

Meeting Overview and Participation

The NCLT convened meeting commenced at 11:00 a.m. (IST) and concluded at 12:05 p.m. (IST) on Friday, 27th February, 2026. The meeting was conducted pursuant to an Order dated 6th January, 2026, in C.A. (CAA)/257/MB/2025 by the National Company Law Tribunal, Mumbai Bench.

Voting Results and Approval

The resolution for approval of the Scheme of Amalgamation of Nerofix Private Limited with Kansai Nerolac Paints Limited under Sections 230 to 232 of the Companies Act, 2013, received exceptional shareholder support. The voting was conducted through both remote e-voting and e-voting during the meeting proceedings.

Consolidated Voting Summary

Scrutinizer's Confirmation

J.H. Ranade, Partner of JHR & Associates, Company Secretaries in Practice, served as the appointed Scrutinizer for the meeting. The scrutinizer's report confirmed that the resolution was passed with the requisite majority as required under Section 230(6) of the Companies Act, 2013.

Voting Breakdown by Method

Corporate Compliance and Documentation

The meeting was conducted in full compliance with regulatory requirements, including Regulation 30 and Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company provided comprehensive voting facilities, including remote e-voting from 24th February, 2026 at 9:00 a.m. (IST) to 26th February, 2026 at 5:00 p.m. (IST).

The overwhelming approval with 99.9992% votes in favour demonstrates strong shareholder confidence in the proposed amalgamation scheme. The successful completion of this NCLT convened meeting represents a crucial step forward in the corporate restructuring process, with the company now positioned to proceed with the next phases of the amalgamation as per the approved scheme.

Kansai Nerolac Paints Limited has made available the audio recording of the analyst and institutional investor meet hosted by its Japanese promoter, Kansai Paint Co., Ltd., Japan, on February 26, 2026. The company filed the audio recording availability notice under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Conference Call Completion and Recording Access

The conference call was conducted on February 26, 2026, at 4:00 p.m. Japan Standard Time (12:30 p.m. Indian Standard Time) to discuss business strategy briefing regarding India operations. The audio recording has been uploaded on the company's website at https://www.nerolac.com/investors/conference-call-with-investors.html . The company has indicated that the transcript will be shared with stock exchanges and uploaded on the website in due course.

Strategic Portfolio Positioning

The presentation emphasized the company's balanced portfolio approach across three critical segments:

The company operates with a mission to contribute to India's development through its diversified portfolio catering to automotive, industrial, and construction sectors.

Business Transformation Framework

The presentation outlined key business transformation drivers categorized into growth and operational improvement areas. Growth drivers include portfolio management, One-Kansai initiative, and leveraging past M&A activities. Operational improvements focus on strategic resource allocation, asset utilization, enhanced agility, and Cash Conversion Cycle optimization.

Financial Performance Highlights

The company demonstrated consistent revenue growth over the last decade, with revenue reaching approximately ₹7,500.00 crores by FY2024. Operating profit peaked at about ₹850.00 crores in FY2023, showcasing resilient business fundamentals.

Segment Performance Analysis

Automotive Segment: The company maintains dominant market share in India's 2/3-wheeler segment, representing the world's largest production hub with 18,500 units ('000). Market share improved from 58.10% in FY2022 to 61.00% in FY2024.

Industrial Segment: Growth segments including powder coatings, construction equipment, white goods, and furniture drive expansion through functionality strength and network expansion with 2,000+ dealers.

Decorative Segment: Despite competitive market conditions, the company sustains its #3 position through focused market approach, project segment growth of 10%+, and construction chemicals growth of 15%+.

Nerofix Integration and Strategic Collaborations

The Nerofix sales trend index reached 7.80 in FY2025, marking record-high sales progress. The organizational amalgamation aims to eliminate inefficiencies and create enhanced collaboration opportunities. The company maintains active collaboration with global Kansai Paint entities for technical support and business development across automotive and industrial segments.