JSW Dulux Limited: Disclosure Under Regulation 30A Regarding Debenture Trust Deed Executed by Promoter JSW Paints Limited (BSE: 500710, NSE: JSWDULUX)

JSW Dulux Limited (formerly Akzo Nobel India Limited) has submitted an intimation to BSE Limited (Scrip Code: 500710) and the National Stock Exchange of India Ltd. (Symbol: JSWDULUX) pursuant to Regulation 30A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") read with Clause 5A, Paragraph A, Part A, Schedule III of the LODR.

The disclosure follows an intimation received on November 4, 2026, from the company's promoter and holding company, JSW Paints Limited, regarding the execution of a Debenture Trust Deed (DTD).

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Overview of the Debenture Trust Deed (DTD)

On November 4, 2026, JSW Paints Limited entered into a DTD with Axis Trustee Services Limited (Debenture Trustee). While JSW Dulux Limited ("JDL") is not a party to the DTD, certain specified clauses and covenants in the agreement apply to JDL.

• Issuer: JSW Paints Limited (Promoter of JDL)
• Debenture Trustee: Axis Trustee Services Limited (not a related party to JDL)
• Agreement Date: November 04, 2026
• Instrument: INR denominated, senior, unsecured, rated, listed, and redeemable non-convertible debentures
• Issuance Amount: Up to INR 2950,00,00,000/-
• Purpose: To inter alia partially refinance certain existing financial indebtedness availed by JSW Paints Limited

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Promoter Shareholding and Impact on Control

As of November 04, 2026, JSW Paints Limited holds 27,87,17,230 shares in JDL, representing 61.20% of the company's shares on a fully diluted basis. JDL does not hold any shares in the entities party to the DTD.

Under the terms of the DTD:

• JSW Paints Limited has represented and warranted on a continuing basis that it will control JDL.
• Specific contractual consequences under the DTD will be triggered if the Issuer:
  1. Ceases to directly or indirectly own at least a majority of JDL's shares (on a fully diluted basis);
  2. Ceases to exercise control over JDL; or
  3. Undertakes any disposal of, or creates any encumbrance over, JDL's shares.

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Covenants and Restrictions Applicable to JSW Dulux Limited

According to the filing, no direct financial liabilities are imposed upon JDL under the DTD, and the financial quantification of the restrictions is not ascertainable as they consist of representations, warranties, and covenants.

Key terms affecting JDL include:

• Ordinary Course of Business: JSW Paints Limited has agreed to ensure that JDL continues to comply with customary positive covenants to carry on its business in the ordinary course.
• Value Preservation Restrictions: Certain corporate and operational actions may only be undertaken by JDL if it satisfies specified parameters/conditions, obtains the consent of the Debenture Trustee, or as otherwise permitted under the DTD:
  • Entering into amalgamations, mergers, demergers, consolidations, spin-offs, restructurings, capital structure changes, or corporate reconstructions;
  • Selling, leasing, transferring, or disposing of assets (single transaction or series of transactions);
  • Creating or permitting any security or encumbrance over its assets;
  • Incurring or permitting any financial indebtedness to subsist (including term loans, working capital loans, and finance or capital leases);
  • Undertaking asset transfers, business transfers, slump sales, corporate reorganizations, or acquiring businesses, equity interests, or assets;
  • Making material changes to the general nature of its business;
  • Initiating voluntary winding-up, liquidation, or insolvency proceedings (including under the Insolvency and Bankruptcy Code, 2016);
  • Making loans, extending credit, issuing guarantees or indemnities (outside the ordinary course of business), or issuing letters of credit.
• Monetisation Event: If JDL disposes of fixed assets outside the terms permitted by the DTD, it will trigger a monetisation event, requiring JSW Paints Limited to redeem debentures equivalent to the aggregate consideration proceeds received from the disposal.
• Information Covenants: JSW Paints Limited has agreed to provide customary information covenants in relation to JDL.

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Regulatory and Related Party Disclosures

• Related Party Transactions: The transactions proposed under the DTD do not classify as related party transactions for JDL under the SEBI LODR Regulations.
• Board Nominees / Conflict of Interest: Not applicable.
• Share Issuance: No issuance of shares is associated with this agreement.