Berger Paints India Limited has disclosed the imposition of fines and penalties by tax authorities for violations during FY 2021-22, as per regulatory requirements under SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015.

Penalty Details and Financial Impact

The Deputy Commissioner DGSTO-6, Bengaluru, Karnataka issued an order dated December 31, 2025, following a show cause notice for FY 2021-22. The financial implications of this order are detailed below:

Nature of Violations

The demand arose from an audit conducted for the period FY 2021-22, specifically related to:

• Outward liability issues
• Input tax credit contraventions

These violations were identified during the regulatory audit process, leading to the imposition of the penalty and additional financial charges.

Company's Assessment

Berger Paints India Limited has assessed that despite the penalty, there will be no material impact on the company's financials, operations, or other business activities. The company made this disclosure on December 31, 2025, in compliance with regulatory requirements.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically under sub-para 20 of paragraph A of part A of Schedule III of the LODR Regulations. This follows SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which mandates such disclosures for listed entities.

Jenson & Nicholson (Asia) Limited has completed the disposal of its entire 14.48% equity stake in Berger Paints India Limited through a scheme of amalgamation. The transaction involved the transfer of 16.88 crore equity shares to U.K. Paints (India) Private Limited as part of a corporate restructuring exercise.

Transaction Overview

The disposal was executed through an off-market transfer pursuant to a scheme of amalgamation involving multiple entities:

Amalgamation Structure

The disposal forms part of a comprehensive scheme of amalgamation involving:

Regulatory Approvals

The scheme received necessary regulatory sanctions from multiple authorities. The Jersey Financial Services Commission provided 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 it involves a disposal through an approved scheme of amalgamation.

Shareholding Impact

Following the disposal, Jenson & Nicholson (Asia) Limited no longer holds any equity shares in Berger Paints India. The company's total share capital remains unchanged at ₹116.59 crores, divided into 116.59 crore equity shares of ₹1 face value each.

Persons Acting in Concert

The disclosure identifies 16 entities and individuals as Persons Acting in Concert (PACs) with the seller, including various family trusts, individual members of the Dhingra family, and investment entities. This comprehensive group structure reflects the complex ownership arrangements typical of promoter group entities in Indian listed companies.