JSW Dulux Board Approves ESOP 2026 and New Director Appointments on March 23, 2026

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.

Parameter:	Details
Meeting Date:	March 23, 2026
Meeting Duration:	4:00 pm to 5:00 pm
Primary Outcomes:	ESOP 2026 approval and director appointments
Regulatory Framework:	SEBI (SBEB) Regulations, 2021

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.

Director:	Position	Term
Mr. Kaustubh Sudhakar Kulkarni (DIN: 08246083):	Non-Executive Non-Independent Director	Subject to shareholder approval
Ms. Sutapa Banerjee (DIN: 02844650):	Independent Director (Woman Director)	March 23, 2026 to 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.

ESOP Parameter:	Details
Total Shares Covered:	3,75,124 equity shares
Exercise Price:	Market price on grant date (minimum face value)
Vesting Period:	1 to 5 years from grant date
Exercise Period:	Maximum 4 years from vesting date
Face Value per Share:	₹10

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.

Resolution Type:	Number of Items
Ordinary Resolution:	1 (Director appointment)
Special Resolution:	7 (Including ESOP and governance matters)

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.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-1.37%	+0.76%	-0.96%	-13.34%	-21.80%	+27.35%

JSW Dulux Limited has successfully resolved a GST litigation matter with the Madhya Pradesh GST Department, receiving a favorable order that annuls the original demand notice. The company informed stock exchanges about this positive development on March 17, 2026, under regulatory disclosure requirements.

GST Litigation Background

The litigation stemmed from a show cause notice received by JSW Dulux Limited on September 24, 2025, from the Madhya Pradesh GST Department. The notice pertained to the period from April 2019 to March 2020 and alleged violations related to the issuance of multiple E-Way Bills for the same invoice under Section 74 of the CGST/SGST Act, 2017.

Parameter:	Details
Notice Date:	September 24, 2025
Period Covered:	April 2019 - March 2020
Original Demand:	Rs. 21,03,822
Violation Type:	Multiple E-Way Bills for same invoice
Legal Section:	Section 74 of CGST/SGST Act, 2017

Company Response and Resolution

JSW Dulux Limited submitted its comprehensive response along with supporting documents within the stipulated time limit. The company's proactive approach in addressing the GST department's concerns proved effective in resolving the matter favorably.

The Assistant Commissioner of GST and Central Excise, Division-1, Gwalior, reviewed the company's response and issued an order dated March 9, 2026. The company received this order on March 16, 2026, at 2:00 PM, marking a significant positive development in the litigation proceedings.

Final Order Details

The final order issued by the Madhya Pradesh GST Department brought complete relief to JSW Dulux Limited. The demand amount specified in the order stands at nil, effectively clearing the company of the original Rs. 21,03,822 demand that included tax, applicable interest, and penalties.

Outcome:	Status
Final Demand Amount:	Nil
Original Demand:	Rs. 21,03,822
Order Date:	March 9, 2026
Receipt Date:	March 16, 2026
Current Status:	Original demand notice annulled

Regulatory Compliance and Disclosure

JSW Dulux Limited maintained transparency throughout the litigation process by adhering to SEBI disclosure requirements. The company initially disclosed the litigation proceedings on September 25, 2025, and provided this update under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The favorable resolution eliminates any financial impact from this GST matter and demonstrates the company's effective legal and compliance management. With the original demand notice now annulled, JSW Dulux Limited can proceed without any outstanding liability related to this particular GST investigation.