U. K. Paints (India) Private Limited announced its proposed acquisition of 16,87,88,138 equity shares of Berger Paints India Limited, representing 14.48% of its share capital. The acquisition is part of an amalgamation scheme involving U.K. Paints (Overseas) Limited and B.J.N. Holdings (I) Limited. The transaction, sanctioned by regulatory bodies, will consolidate holdings under U. K. Paints (India) Private Limited. This strategic move aims to streamline operations and enhance resource utilization within the promoter group.
Share Acquisition Details
U. K. Paints (India) Private Limited is set to acquire 16,87,88,138 equity shares of Berger Paints India Limited. This acquisition represents approximately 14.48% of Berger Paints’ total share capital. The information was formally disclosed on December 20, 2025, outlining the strategic realignment within the entities.
Amalgamation Scheme
The acquisition is being undertaken pursuant to a scheme of amalgamation involving U.K. Paints (Overseas) Limited and B.J.N. Holdings (I) Limited, with U. K. Paints (India) Private Limited as the transferee company. This scheme has received necessary sanctions from the Jersey Financial Services Commission and the National Company Law Tribunal, with final orders expected by May 23, 2025. The move is part of a broader strategy to consolidate and optimize resources.
Rationale for the Transfer
The primary rationale behind this transfer includes:
- Rationalization and simplification of the group structure, reducing the number of legal entities and jurisdictions.
- Significant reduction in legal and regulatory compliance costs, streamlining operations, and cutting administrative overhead.
- Consolidation of monitoring and assets at the ultimate holding company level, leading to more efficient capital utilization.
- Optimal utilization of financial, managerial, and technical resources through pooling.
Shareholding Pattern
Post-acquisition, U. K. Paints (India) Private Limited will hold 75,28,23,616 shares, representing approximately 64.57% of Berger Paints India Limited. Other key stakeholders include KSD Family Trust and GBS Dhingra Family Trust, maintaining significant positions within the company. This restructuring ensures continued promoter control and strategic alignment within Berger Paints.
Previous Disclosures
It is noteworthy that the acquirer and transferor have complied and will continue to comply with applicable disclosure requirements as stipulated in Chapter V of the Takeover Regulations. Relevant disclosures made under these regulations are available and attached for reference, emphasizing transparency and adherence to regulatory standards.
Additional Share Purchases
In November 2022 U.K. Paints India Pvt. Ltd bought shares of Berger Paints India for approximately Rs. 1,21,44,417.35. Moreover, other transactions show further purchases which contribute to the shareholding structure.
Source: BSE