UK Paints to Raise Direct Holding in Berger Paints Through Internal Restructuring

• UK Paints’ direct stake in Berger Paints to rise to 64.57%

• Transaction involves nil consideration under an NCLT-approved scheme

• Overall promoter and promoter group shareholding remains unchanged

UK Paints (India) Private Limited, a promoter group entity of Berger Paints India Limited, has announced plans to acquire an additional 14.48% equity stake in the company as part of an internal restructuring exercise. The move is aimed at simplifying the group’s ownership structure and improving operational efficiency.

In a regulatory filing on Monday, the company said the acquisition will be carried out through the transfer of 16,87,88,138 equity shares from Jenson & Nicholson (Asia) Limited, a wholly owned subsidiary of UK Paints. The transfer is expected to be executed on or after December 29.

The transaction will take place at nil consideration under a scheme of amalgamation approved by the National Company Law Tribunal (NCLT) and the Jersey Financial Services Commission. UK Paints clarified that the restructuring is purely internal and does not involve any change in the ultimate ownership of the promoter group.

Following the completion of the transaction, UK Paints’ direct shareholding in Berger Paints will increase from 50.09% to 64.57%. However, the company emphasised that the aggregate shareholding of the promoter and promoter group will remain the same.

According to the filing, the restructuring is intended to rationalise the existing group structure by reducing the number of legal entities and jurisdictions involved. This is expected to lead to lower regulatory compliance requirements, reduced administrative costs, and more streamlined monitoring at the holding company level.

The company also noted that the consolidation will allow for more efficient capital utilisation and better deployment of financial, managerial, and technical resources across the group.

UK Paints further stated that the proposed acquisition is exempt from open offer obligations under SEBI’s takeover regulations. As per disclosures, the volume-weighted average market price of Berger Paints shares over the 60 trading days preceding the notice stood at ₹546.63 per share.