U.K. Paints(India) Lifts Berger Stake to 64.57% After Subsidiary Merger
- U.K. Paints (India) raises its holding in Berger Paints from 50.09% to 64.57% through a sanctioned amalgamation.
- Deal approved by Jersey Financial Services Commission and NCLT, reported to SEBI under Takeover Regulations.
- Transferor companies were wholly owned subsidiaries, so no new shares or payment were required.
U.K. Paints (India) Private Limited has announced the acquisition of beneficial ownership of 16.88 crore equity shares of Berger Paints India Limited following the implementation of a sanctioned scheme of amalgamation. The transaction has been reported to the Securities and Exchange Board of India (SEBI) under Regulation 10(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The amalgamation involved U.K. Paints (Overseas) Limited (Transferor Company-1), B.J.N. Holdings (I) Limited (Transferor Company-2), and U.K. Paints (India) Private Limited (Transferee Company). The scheme received approval from the Jersey Financial Services Commission on October 24, 2024, and from the Hon’ble National Company Law Tribunal, Bench-II at Chandigarh, on May 23, 2025. The effective date of the scheme was July 14, 2025.
As per the shareholding pattern, U.K. Paints (India) increased its stake in Berger Paints from 58,40,35,478 shares (50.09%) to 75,28,23,616 shares (64.57%). The company confirmed that all conditions under Regulation 10(1)(d)(iii) of the Takeover Regulations regarding exemptions have been duly met.
The Transferor Companies were direct or indirect wholly owned subsidiaries of the Transferee Company. Therefore, upon the scheme’s effectiveness, no consideration was issued by U.K. Paints (India) to the shareholders of the Transferor Companies, as they were wholly owned entities.
In compliance with Regulation 10(1)(d)(iii) read with Regulation 10(7) of the Takeover Regulations, U.K. Paints (India) has submitted the necessary report to SEBI. It had earlier notified stock exchanges on July 17, 2025, under Regulation 10(6) regarding this acquisition. The applicable fee of Rs 1,50,000 plus GST was paid online on August 1, 2025.
The company has also attached copies of all disclosures made under Chapter-V of the Takeover Regulations over the last three years and has declared that the information submitted is true and complete.
This consolidation further strengthens U.K. Paints’ controlling position in Berger Paints, aligning with its long-term strategic ownership objectives.
