Asian Paints has notified investors about a special facility introduced by the Securities and Exchange Board of India (SEBI) to facilitate the transfer and dematerialisation of physical shares. The initiative aims to address long-pending transfer requests that were previously rejected or not processed due to various deficiencies.

SEBI Special Window Details

SEBI, through its Circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, has established a special window for a period of one year. The facility will remain operational from February 5, 2026 to February 4, 2027, providing eligible investors with an opportunity to complete their pending share transfer processes.

Eligibility Criteria

The special window facility is specifically designed for physical shares that meet certain conditions. The eligibility framework is clearly defined to ensure proper implementation of the SEBI directive.

The facility covers shares that were sold or purchased prior to April 1, 2019 and were subsequently rejected, returned, or not attended to due to deficiency in documents, processes, or other issues.

Processing and Lock-in Requirements

Transfer requests that are re-lodged during the special window period and found to be complete and in order according to the SEBI Circular will be processed with specific conditions. All successfully processed shares will be issued exclusively in dematerialised form, eliminating the physical certificate format.

A mandatory lock-in period of one year will apply from the date of registration of transfer. During this lock-in period, the securities cannot be transferred, lien-marked, or pledged, ensuring compliance with regulatory requirements.

Registrar and Transfer Agent

Eligible investors wishing to avail this opportunity must submit their necessary documents to Asian Paints' official Registrar and Share Transfer Agent:

Public Notice and Documentation

Asian Paints has published the notice in multiple newspapers on March 11, 2026, including all India editions of Business Standard in English, Mumbai edition of The Free Press Journal in English, Mumbai edition of Navshakti in Marathi, and Maharashtra editions of Punyanagri in Marathi. The comprehensive information regarding the special window is also available in the Investor's section on the company's website at www.asianpaints.com .

The notice was signed by R J Jeyamurugan, CFO & Company Secretary, emphasizing the company's commitment to facilitating this regulatory compliance measure for its shareholders.

Asian Paints has received regulatory approval for the amalgamation of its wholly-owned subsidiary Asian Paints (Polymers) Private Limited. The National Company Law Tribunal (NCLT) Mumbai Bench sanctioned the scheme of amalgamation on 10th March 2026, marking a significant step in the company's operational consolidation strategy.

NCLT Order Details

The tribunal's order, pronounced by Member (Technical) Prabhat Kumar and Member (Judicial) Sushil Mahadeorao Kochey, approved the merger under Sections 230-232 of the Companies Act, 2013. The scheme involves the absorption of Asian Paints (Polymers) Private Limited into Asian Paints Limited as a going concern.

Company Background and Rationale

Asian Paints (Polymers) Private Limited was incorporated on 11th January 2023 as a wholly-owned subsidiary to manufacture Vinyl Acetate Monomer (VAM) and Vinyl Acetate Ethylene Emulsion (VAE) for captive consumption. The subsidiary is establishing manufacturing facilities in Dahej, Gujarat, with capacities of 50,000 tons per annum for VAE and 1,00,000 tons per annum for VAM.

The amalgamation is designed to achieve multiple strategic objectives:

• Operational Synergies: Strengthening organizational capabilities around operational and financial areas through resource leveraging
• Cost Optimization: Reducing multiplicity of legal and regulatory compliances while generating economies in administrative costs
• Enhanced Capabilities: Pooling talent and human capital with diverse skill sets in design, sourcing, and consumer insights
• Simplified Structure: Facilitating consolidation for effective management and group structure simplification

Financial and Capital Structure

The scheme involves no share issuance by Asian Paints Limited, as the transferor company is wholly-owned. The authorized share capital details are as follows:

As part of the scheme, Asian Paints Limited's authorized share capital will automatically increase by the aggregate authorized capital of the subsidiary, with appropriate reclassification from ₹10 shares to ₹1 shares.

Implementation Timeline and Next Steps

The scheme will become effective from the date of filing certified copies of the NCLT order with the Registrar of Companies, Mumbai. Both companies must complete this filing within 30 days of receiving the certified order copy.

Key implementation requirements include:

• Filing Form INC-28 electronically with the Registrar of Companies
• Lodging certified copies with the Superintendent of Stamps for stamp duty adjudication within 60 days
• Compliance with all statutory requirements under the Companies Act, 2013
• Continuation of all existing contracts, licenses, and regulatory approvals

Regulatory Compliance and Benefits

The NCLT noted that no objections were received from statutory or regulatory authorities, and the Official Liquidator confirmed that the transferor company's affairs were conducted without prejudice to public interest or creditor interests. The scheme complies with amalgamation definitions under Section 2(1B) of the Income Tax Act, 1961.

Upon effectiveness, Asian Paints (Polymers) Private Limited will be dissolved without winding up, with all assets, liabilities, contracts, and employees transferring to Asian Paints Limited. The company has confirmed there will be no material impact on its financials from this amalgamation.

The successful completion of this merger will enable Asian Paints to integrate its polymer manufacturing operations directly, supporting its strategy to manufacture key raw materials for environmentally friendly paints while optimizing operational efficiency and regulatory compliance.