JSW Dulux Limited Postal Ballot: All Eight Resolutions Passed with Strong Shareholder Support

JSW Dulux Limited announced that all resolutions proposed in the postal ballot notice dated 23 March 2026 were passed by the members of the company with the requisite majority. The postal ballot process concluded on 26 April 2026, with voting conducted through remote e-voting. The company submitted the intimation under Regulation 30 read with Part-A of Schedule-III and Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The postal ballot saw participation from 397 shareholders, including 1 from the promoters and promoter group and 396 from the public. The total number of shareholders on the cut-off date of 23 January 2026 was 50,491. The overall voting participation stood at 84.90% of the outstanding shares, with 38,664,427 votes polled out of 45,540,314 shares held.

Voting Summary by Resolution

The resolutions covered various matters including director appointments, amendments to the Articles of Association, and approval of the Employee Stock Option Scheme 2026. The key voting patterns across different categories are summarized below:

Category	Shares Held	Votes Polled	% of Votes Polled	Votes in Favour	Votes Against	% in Favour	% Against
Promoters and Promoters Group	27,871,723	27,871,723	100.000	27,871,723	0	100.000	0.000
Public Institutions	13,671,523	10,775,600	78.818	10,670,044	105,556	99.020	0.980
Public Non-Institutions	3,997,068	17,104	0.428	15,467	1,637	90.429	9.571
Total	45,540,314	38,664,427	84.902	38,557,234	107,193	99.723	0.277

Key Resolutions Passed

Resolution No. 1 pertained to the appointment of Mr. Kaustubh Sudhakar Kulkarni (DIN: 08246083) as a Non-Executive Non-Independent Director. This ordinary resolution received 99.723% votes in favour. The promoters and promoter group cast 27,871,723 votes in favour, while public institutions voted 10,670,044 in favour and 105,556 against.

Resolution No. 3 sought approval for amendment in the Articles of Association of the Company. This special resolution received 99.994% votes in favour, with 38,662,869 votes in favour and only 2,291 votes against. Public institutions supported the resolution with 10,775,600 votes in favour and no votes against.

The Employee Stock Option Scheme 2026 and related resolutions (Nos. 4, 5, 6, 7, and 8) were also approved. Resolution No. 4 for approval of the scheme received 99.696% votes in favour, while Resolution No. 5 for granting options to subsidiary company employees received 99.897% approval. Resolution No. 6 for granting options to holding company employees received 96.696% votes in favour. Resolution No. 7 for implementation through Trust route received 99.912% approval, and Resolution No. 8 for provision of money for share purchase by the Trust received 99.918% votes in favour.

The scrutinizer's report was submitted by A. K. Labh, Practising Company Secretary, who was appointed to scrutinize the electronic voting process in a fair and transparent manner. The report confirmed the voting results based on reports generated from the e-voting system of National Securities Depository Limited.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.89%	+0.05%	+0.11%	-10.69%	-16.78%	+32.62%

JSW Dulux Limited has informed stock exchanges about receiving a revised GST order from the Karnataka GST Department, significantly reducing the earlier demand but still carrying substantial financial implications for the company. The disclosure was made on 22nd April 2026 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GST Order Details

The Assistant Commissioner of Commercial Taxes, Local GST Office, Karnataka GST Department issued an order dated 31st March 2026, which the company received on 21st April 2026 at 4:30 pm. The order pertains to disallowance of input tax credit under section 74 of CGST/SGST Act, 2017 for the period from April 2019 to March 2020.

Component:	Amount (Rs)
Tax:	4,80,57,137
Interest:	5,14,69,194
Penalty:	4,80,57,137
Total Demand:	14,75,83,468

Background of the Case

The litigation process began when JSW Dulux Limited received a show cause notice from the Karnataka GST Department on 3rd June 2024. The original notice carried a significantly higher demand of Rs 101,09,35,870, which included:

Tax: Rs 36,87,92,445
Interest: Rs 27,33,50,980
Penalty: Rs 36,87,92,445

The company had responded to the show cause notice along with supporting documents within the prescribed time limit, leading to the current revised order with a substantially reduced demand.

Company's Response Strategy

JSW Dulux Limited has indicated that the order remains open for further submissions to relevant authorities. The company is currently in the process of preparing and submitting its response within the timeframe specified by the GST department. This suggests the matter is not yet concluded and the company has opportunities to contest or negotiate the demand.

Regulatory Compliance

The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in compliance with SEBI circular SEBI/HO/CFD/CFDPoD-1/P/CIR/2023/123 dated 13th July 2023. This represents an update to the earlier disclosure made on 5th June 2024 regarding the pending litigation.

The matter involves JSW Dulux Limited, formerly known as Akzo Nobel India Limited, and the company continues to engage with the tax authorities to resolve the dispute through appropriate legal channels.

Annexure-1: Status Update

Sl. No.	Particulars	Details
1.	Change in status/development	The Company received a Show Cause Notice from Karnataka GST Department on 3rd June 2024, for the period from April 2019 – March 2020 mentioning disallowance of input tax credit under u/s 74 of CGST/SGST Act, 2017 and carrying a demand of Rs. 101,09,35,870/- (comprising Tax amounting to Rs. 36,87,92,445/-; Interest amounting to Rs. 27,33,50,980; and Penalty amounting to Rs. 36,87,92,445/-). The Company responded to the aforesaid notice along with the supporting documents within the given time limit. Based on that, the Asst. Commissioner of Commercial Taxes, Local GST Office, Karnataka GST Department reviewed the said response and issued an order (dated 31st March 2026), as received by the Company on 21.04.2026 at 4:30 pm, containing the demand amount as Rs. 14,75,83,468/- (comprising Tax of Rs. 4,80,57,137/-; Interest amounting to Rs. 5,14,69,194/-; and Penalty amounting to Rs. 4,80,57,137/-). The said Order is open for further submissions to the relevant authorities, and the Company is currently under the process of responding to the same within the indicated timeframe.