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.

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.