JSW Dulux Limited has issued a comprehensive postal ballot notice dated March 23, 2026, seeking shareholder approval for eight special business items through remote e-voting. The company seeks approval for director appointments and implementation of an employee stock option scheme.

Director Appointments

The postal ballot includes proposals for appointing two new directors to the board. Mr. Kaustubh Sudhakar Kulkarni (DIN: 08246083) is proposed for appointment as a Non-Executive Non-Independent Director through an ordinary resolution. He currently serves as Group Head – Banking, M&A and Strategic Financing at JSW Steel Ltd with 29 years of experience in debt capital markets and financing solutions.

Ms. Sutapa Banerjee (DIN: 02844650) is proposed for appointment as an Independent Director for a three-year term from March 23, 2026 to March 22, 2029 through a special resolution. She brings over three decades of experience in financial services, having worked with multinational banks including ANZ Grindlays and ABN AMRO.

Employee Stock Option Scheme 2026

The company seeks approval for JSW Dulux Limited – Employee Stock Option Scheme 2026 covering up to 3,75,124 employee stock options. The scheme will be implemented through an irrevocable employee welfare trust named 'JSW Dulux ESOP Trust' with secondary acquisition of shares.

The scheme extends benefits to eligible employees of the company, its subsidiary companies, and holding company, both in India and overseas. The exercise price per option will be the market price on the date of grant, subject to not being less than the face value.

Voting Process and Timeline

The postal ballot will be conducted exclusively through remote e-voting, with no physical ballot forms being dispatched. The voting timeline and key dates are structured as follows:

Only shareholders whose names appear in the register of members or beneficial owners as on the cut-off date of March 20, 2026, and whose email addresses are registered with the company, depositories, or registrar will be eligible to vote.

Corporate Governance and Compliance

The appointments are being sought in compliance with Regulation 17(1C) of SEBI Listing Regulations, which requires shareholder approval for director appointments within three months. The company must ensure at least half of its board comprises independent directors due to the non-executive chairman's relationship with the promoter group.

The ESOP scheme complies with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and includes provisions for fair adjustment in case of corporate actions such as rights issues or bonus issues.

Additional Proposals

The postal ballot also includes approval for amendments to the Articles of Association to enable equity share issuance under employee benefit schemes. The company seeks separate approvals for extending ESOP benefits to subsidiary and holding company employees, implementing the scheme through trust route, and providing financial assistance to the trust for share acquisition.

Shareholders can access the complete postal ballot notice on the company's website at www.akzonobel.co.in and on stock exchange websites. The results will be announced within two working days and displayed at the registered office and company website.

JSW Dulux Limited has concluded its board meeting held on March 23, 2026, with significant approvals including the Employee Stock Option Scheme 2026 and appointment of two new directors. The meeting, which commenced at 4:00 pm and concluded at 5:00 pm, addressed multiple strategic initiatives as outlined in the company's regulatory filing to stock exchanges.

Board Meeting Outcomes

The board meeting resulted in several key decisions that will shape the company's governance and employee benefit structure. The directors approved the introduction of the Employee Stock Option Scheme 2026, following earlier disclosure dated March 17, 2026, and made strategic appointments to strengthen the board composition.

Director Appointments

The board appointed two new directors following recommendations from the Nomination and Remuneration Committee. Mr. Kaustubh Sudhakar Kulkarni was appointed as Additional Director in the category of Non-Executive Non-Independent Director, while Ms. Sutapa Banerjee was appointed as Additional Director in the category of Independent Director (Woman Director) for a three-year term till March 22, 2029.

Mr. Kulkarni brings 29 years of experience in debt capital markets, financing solutions, and M&A, currently serving as Group Head – Banking, M&A and Strategic Financing at JSW Steel Ltd. Ms. Banerjee contributes over three decades of professional experience in financial services and serves as Independent Director on multiple boards including Godrej Properties, Polycab India, and JSW Cement.

Employee Stock Option Scheme 2026

The board approved the JSW Dulux Limited Employee Stock Option Scheme 2026, designed to benefit eligible employees of the company, its subsidiary companies, and holding company. The scheme complies with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and covers a total of 3,75,124 equity shares.

Postal Ballot Process

The board approved seeking shareholder approval through postal ballot process via remote e-voting for eight special business items. These include director appointments, Articles of Association alterations, ESOP scheme approval, and related trust arrangements for scheme implementation.

The company will submit the Notice of Postal Ballot along with explanatory statements and e-voting process details in due course, ensuring comprehensive shareholder participation in these strategic decisions.