UK Paints to Raise Berger Paints Stake to 64.57% Via Restructuring

UK Paints (India), a promoter group company of Berger Paints India Limited, will acquire an additional 14.48% stake in the company through internal restructuring, according to a regulatory filing. The transaction is aimed at simplifying the promoter group restructuring and lowering regulatory and administrative overheads.

Under the proposed arrangement, UK Paints will acquire 16,87,88,138 equity shares of Berger Paints from Jenson & Nicholson (Asia) Limited, a wholly owned subsidiary. The transfer will be executed under a scheme of amalgamation and is expected to be completed on or after December 29, 2025, subject to approvals from the National Company Law Tribunal approval process and the Jersey Financial Services Commission.

The acquisition will be carried out at nil consideration transaction, with no cash outflow involved. Following completion, UK Paints’ direct shareholding in Berger Paints will increase from 50.09% to 64.57%, marking a promoter shareholding increase. The overall shareholding of the promoter and promoter group will remain unchanged, as the transaction involves a reallocation of shares within the group.

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UK Paints stated that the restructuring is intended to rationalise its corporate framework by reducing the number of intermediate holding entities and jurisdictions. The consolidation is expected to ease compliance requirements, improve governance efficiency, and allow clearer ownership at the ultimate holding company level as part of corporate restructuring in India.

The company also indicated that the move would enable better utilisation of capital and resources by consolidating financial and managerial control. Pooling operational oversight is expected to support more efficient decision-making across the group within the Indian paints industry.

The transaction has been classified as an internal promoter restructuring and is exempt from open offer, in line with SEBI takeover regulations, as there is no change in control or overall Berger Paints promoter stake.

Berger Paints continues to operate independently, with no change proposed to its management or business operations as a result of the restructuring.