The Board of JSW Dulux Limited (formerly Akzo Nobel India Limited) convened on March 23, 2026, approving key governance changes and strategic employee incentives. The board appointed two new Additional Directors: Mr. Kaustubh Sudhakar Kulkarni (Non-Executive Non-Independent) and Ms. Sutapa Banerjee (Independent Woman Director). Furthermore, the board approved the new ‘JSW Dulux Limited – Employee Stock Option Scheme, 2026’ (ESOP 2026), which requires shareholder ratification via Postal Ballot.
Board Decisions on March 23, 2026
At the meeting held on March 23, 2026, the Board of Directors of JSW Dulux Limited (formerly Akzo Nobel India Limited) finalized several critical resolutions, subject to subsequent shareholder approval.
Appointment of New Directors
The Board approved the appointment of two Additional Directors, effective immediately:
- Mr. Kaustubh Sudhakar Kulkarni (DIN: 08246083) appointed as a Non-Executive Non-Independent Director. Mr. Kulkarni is currently the Group Head – Banking, M&A and Strategic Financing at JSW Steel Ltd.
- Ms. Sutapa Banerjee (DIN: 02844650) appointed as an Independent Director (Woman Director) for a period of Three (3) years, concluding on March 22, 2029. Ms. Banerjee brings over three decades of experience in the financial services industry.
Both appointments require subsequent ratification through a Postal Ballot process.
Approval of ESOP 2026 Scheme
The Board also approved the “JSW Dulux Limited – Employee Stock Option Scheme, 2026” (ESOP 2026), which includes granting stock options to eligible employees across the Company, its Subsidiaries, and its Holding Company. This approval is pursuant to the SEBI (SBEB) Regulations, 2021.
Key details of the ESOP 2026 include:
- Total Options Covered: 3,75,124 (Three Lacs Seventy Five Thousand One Hundred & Twenty Four only).
- Pricing Formula: The Exercise Price per Option will be the Market Price of the Shares as on the Grant Date, subject to the condition that it shall not be less than the face value of the Share (Rs. 10/-).
- Vesting Period: Options shall vest between a minimum of 1 (One) year and a maximum of 5 (Five) years from the Grant Date.
- Exercise Period: A maximum of 4 (Four) years from the date of each Vesting.
Shareholder Approval Required
The Board approved seeking shareholder consent via Postal Ballot (remote e-voting only) for the following Special Businesses:
- Confirmation of the appointment of Mr. Kaustubh Sudhakar Kulkarni (Ordinary Resolution).
- Confirmation of the appointment of Ms. Sutapa Banerjee (Special Resolution).
- Approval of the alteration of Articles of Association (Special Resolution).
- Approval of the ESOP 2026 Scheme and the grant of options to the Company, Subsidiary, and Holding Company employees (all Special Resolutions).
- Approval for the secondary acquisition of shares through the Trust route for ESOP implementation (Special Resolution).
- Approval for the provision of money by the Company for the Trust to purchase its own shares (Special Resolution).
The Board meeting commenced at 4.00 pm and concluded at 5.00 pm on March 23, 2026.
Source: BSE
