JSW Paints Limited has successfully completed its acquisition of Akzo Nobel India Limited, with the target company officially filing promoter disclosure documents confirming the change in control. On December 12, 2025, AkzoNobel India Limited submitted the required disclosure under Regulation 7(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015, to both BSE Limited and National Stock Exchange of India.

Acquisition Transaction Details

JSW Paints Limited acquired 2,76,70,295 equity shares of Akzo Nobel India Limited from the sellers on December 10, 2025. This acquisition was executed pursuant to a share purchase agreement dated June 27, 2025, between JSW Paints Limited and Imperial Chemical Industries Limited along with Akzo Nobel Coatings International B.V.

Final Shareholding Position

Following the completion of this acquisition, combined with the 2,01,428 equity shares acquired under the open offer on November 12, 2025, JSW Paints now holds a total of 2,78,71,723 equity shares. This represents 61.20% of the total voting capital of Akzo Nobel India Limited, officially making JSW Paints the promoter of the company.

Regulatory Compliance and Documentation

AkzoNobel India Limited, through Company Secretary Rajiv L Jha, submitted the promoter disclosure in Form A to both stock exchanges where the company's shares are listed under scrip code 500710 and symbol AKZOINDIA. The disclosure confirms that JSW Paints Limited has become the promoter following the acquisition of 2,78,71,723 equity shares on December 10, 2025.

JSW Paints Limited had earlier filed a rectified disclosure under SEBI regulations on December 12, 2025, correcting technical errors in its original filing related to the substantial acquisition. The company, through Company Secretary Nishant Salvi, ensured proper regulatory compliance by promptly filing the corrected version.

Strategic Industry Consolidation

This acquisition represents a significant consolidation move in the Indian paints industry, with JSW Paints expanding its market presence through this controlling stake acquisition valued at approximately ₹894 crores. The transaction positions JSW Paints as the controlling entity of Akzo Nobel India, an established player in the paints and varnish sector, marking a major strategic expansion for the acquirer in the competitive Indian paints market.

JSW Paints Limited has taken a significant step towards acquiring Akzo Nobel India Limited by entering into a debenture trust deed with Axis Trustee Services Limited. The agreement aims to raise funds through the issuance of non-convertible debentures (NCDs) for up to INR 3,300 crores.

Key Details of the Debenture Trust Deed

Acquisition Background

JSW Paints has a share purchase agreement with Imperial Chemical Industries Limited and AkzoNobel Coatings International B.V. to acquire their entire shareholding in AkzoNobel India. Upon completion, JSW Paints will become the promoter of AkzoNobel India and exercise control over the company.

Impact on AkzoNobel India

The debenture trust deed imposes certain restrictions on AkzoNobel India's business activities, which will be effective from the acquisition closing date. These restrictions include:

1. Limitations on amalgamations, demergers, mergers, and corporate restructuring
2. Restrictions on asset disposals
3. Constraints on creating security over assets
4. Limitations on incurring financial indebtedness
5. Restrictions on material changes to the nature of the business

These activities may only be carried out with the consent of the debenture trustee or in compliance with specified parameters outlined in the deed.

Financial Implications

While the exact financial impact on AkzoNobel India is not quantifiable, the restrictions are designed to protect the interests of the debenture holders and maintain the value of the acquired company. The deed also includes provisions for potential monetization events, such as the disposal of fixed assets, which could trigger partial redemption of the debentures.

Industry Outlook

This move by JSW Paints signifies a major consolidation in the Indian paint industry. The acquisition of AkzoNobel India, a well-established player, by JSW Paints could potentially reshape the competitive landscape and market dynamics.

Conclusion

The debenture trust deed marks a crucial step in JSW Paints' strategy to acquire AkzoNobel India. As the acquisition progresses, stakeholders will be watching closely to see how the integration unfolds and what changes it might bring to the Indian paint market.

Investors and market observers should keep an eye on further developments, including the completion of the acquisition and any subsequent changes in AkzoNobel India's operations under JSW Paints' control.