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JSW Dulux Limited initiated a postal ballot process on March 23, 2026, seeking shareholder approval for significant corporate actions. These include the appointment of two new directors, Mr. Kaustubh Sudhakar Kulkarni and Ms. Sutapa Banerjee, to its board. The company is also proposing the introduction of the 'JSW Dulux Limited Employee Stock Option Scheme 2026' (ESOP 2026).
Under the proposed ESOP 2026, a maximum of 3,75,124 employee stock options can be granted, each with a face value of Rs. 10 per share. Additionally, any loan provided to the ESOP trust will be capped at 5% of the company's paid-up capital and free reserves. Shareholders have until April 26, 2026, to cast their votes via remote e-voting.
The company believes these steps will enhance board oversight and expertise, which are key for guiding JSW Dulux following its acquisition and rebranding. The ESOP scheme is intended to align employee interests with long-term shareholder value, potentially boosting motivation and retention.
This initiative follows JSW Dulux Limited's significant transformation, formerly Akzo Nobel India, after JSW Paints acquired a majority 60.76% stake on December 10, 2025. The company officially adopted its new name, JSW Dulux, on March 11, 2026, after receiving regulatory approval from the Ministry of Corporate Affairs. JSW Paints, part of the diversified JSW Group, aims to leverage the established brands and market presence of the acquired entity to strengthen its position in India's rapidly growing paint sector. The introduction of ESOPs is a common strategy in the Indian paint industry, employed by firms like Indigo Paints to attract and retain skilled talent.
If shareholders approve these proposals, the Board of Directors will be augmented with two new members, potentially bringing fresh perspectives and expertise. A new ESOP scheme will be put in place, providing eligible employees with stock options to foster loyalty and performance. The company's corporate structure and branding are now fully aligned with its new ownership under the JSW Group.
A key risk is shareholder rejection of the proposed resolutions during the postal ballot, which could delay or alter the planned director appointments and ESOP scheme. The company recently resolved a GST litigation matter favorably, annulling a demand notice of Rs. 21,03,822, thereby removing a potential financial concern.
JSW Dulux operates in a highly competitive paint market. Major players include Asian Paints, India's largest paint company with approximately 40% market share in the decorative segment, and Berger Paints, which ranks second in India and fourth in Asia with a strong dealer network. Indigo Paints is another notable player, known for its strategic use of ESOPs.
Key metrics show JSW Dulux Limited's revenue for FY25 was ₹4,120 crore, and Akzo Nobel India's reported EBITDA margin was around 12.4% in 2024. The Indian paint industry as a whole is projected to grow from USD 9.60 billion in 2024 to USD 15.04 billion by 2029.
Looking ahead, investors will closely watch the outcome of the postal ballot to determine the approval of director appointments and the ESOP scheme. Progress on integrating operations and implementing strategy under JSW Paints' ownership will also be a key focus. Future announcements regarding the rollout and specifics of the ESOP 2026 scheme are anticipated, as are any updates on the company's strategic direction under the new JSW Group ownership.