U.K. Paints (India) Private Limited has acquired 16.88 crore equity shares representing a 14.48% stake in Berger Paints India Limited through a scheme of amalgamation. The acquisition was completed on December 29, 2025, as part of a comprehensive corporate restructuring exercise involving multiple entities.

Transaction Details

The acquisition involved the transfer of shares from Jenson & Nicholson (Asia) Limited to U.K. Paints (India) Private Limited pursuant to a court-sanctioned amalgamation scheme:

Shareholding Impact

The transaction significantly enhanced U.K. Paints' ownership in Berger Paints, with the company's shareholding increasing substantially:

Amalgamation Structure

The acquisition forms part of a comprehensive scheme involving multiple Jersey-incorporated entities and an Indian company:

Regulatory Approvals

The scheme received necessary sanctions from competent authorities. The Jersey Financial Services Commission granted approval on October 24, 2024, while the National Company Law Tribunal, Bench-II at Chandigarh sanctioned the scheme on May 23, 2025.

The transaction falls under the exemption provided by Regulation 10(1)(a)(iii) of the SEBI Takeover Regulations, as U.K. Paints acquired the shares from its wholly-owned subsidiary. The company filed the required disclosure under Regulation 10(5) on December 20, 2025, and submitted the post-acquisition report under Regulation 10(6) on January 2, 2026.

Corporate Structure

Following the acquisition, there has been no change in the aggregate shareholding of the promoter and promoter group of Berger Paints. The transaction represents an internal reorganization within the promoter group structure, with U.K. Paints (India) Private Limited now holding a consolidated 64.57% stake in the paint manufacturer.

Berger Paints India , one of the country's leading paint manufacturers, has reported a mixed set of financial results for the second quarter of fiscal year 2025-26. The company delivered high single-digit volume growth but experienced muted value growth, reflecting the challenges faced by the paint industry during an extended monsoon season.

Volume and Value Growth

For Q2FY26, Berger Paints India reported a volume growth of 8.8% despite extended monsoon and flooding across key markets including Andhra Pradesh, Kerala, West Bengal, North-East, Gujarat, and Maharashtra. However, value growth remained muted at 1.6% due to mix dynamics with higher contribution from tile adhesives, admix and putty, and lower sales of high-value products like exterior emulsions.

Financial Performance

The company's total income from operations reached ₹2,872.40 crores compared to ₹2,830.70 crores in the previous year, representing a modest increase of 1.5%. The gross margin remained stable at 39.6%, while PBDIT margin moderated due to subdued value growth resulting in lower operating leverage and higher brand building spends.

Segment Performance

The decorative business saw a marginal shift from premium/luxury to economy emulsions. However, the Construction Chemicals segment registered robust growth. The company continues expanding its retail network with over 1,600 outlets and has installed over 5,500 tinting machines toward its FY26 target of 10,000.

Factors Affecting Performance

Several factors contributed to the company's performance in Q2FY26:

• Extended monsoon season leading to subdued demand across most markets
• Mix dynamics favoring lower-value products
• Increased investments in brand-building efforts
• Shift in consumer preferences within the decorative segment

Future Outlook

Management expects demand revival post-Diwali supported by improving weather conditions and release of pent-up demand. The company remains optimistic about future prospects, citing gradual improvement in domestic demand indicators across segments.

Strategic Focus

Berger Paints India plans to continue its efforts on:

• Network expansion
• Innovation
• Brand building

These initiatives aim to build value for investors and stakeholders in the coming quarters.

The company's performance reflects the broader challenges faced by the Indian paint industry, with factors like extended monsoons and shifting consumer preferences impacting short-term results. However, Berger Paints India's focus on key growth segments, retail network expansion, and strategic initiatives may position it well for potential market improvements in the future.