In the matter of the Companies

Act, 2013;

AND

In the matter of Section 230 to 232 and other Applicable provisions of the Companies Act,

2013 AND

In the matter of Scheme of Arrangement between Asian Paints (Polymers) Private Limited (“Transferor Company / First Applicant Company”) with Asian Paints Limited (“Transferee Company/ Second Applicant Company”) and their respective Shareholders

(“Scheme”)

Asian Paints (Polymers) Private Limited

(CIN: U24222MH2023PTC397471)

… Transferor Company / First

Applicant Company

Asian Paints Limited

(CIN: L24220MH1945PLC004598)

… Transferee Company /

Second Applicant Company

(hereinafter collectively referred as “Applicant Companies”)

Order dated 27.11.2025 Coram:

Sh. Prabhat Kumar Sh. Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances:

For the Applicant Companies : Adv. Hemant Sethi a/w Tanaya Sethi ORDER

1. The present Company Scheme Application has been filed in the matter of the Scheme of Arrangement between Asian Paints (Polymers) Private Limited (hereinafter referred to as “Transferor Company / First Applicant Company”) and Asian Paints Limited (hereinafter referred to as “Transferee Company / Second Applicant Company”) and their respective shareholders and creditors (hereinafter referred to as “Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The First Applicant Company is the wholly owned subsidiary of the Second Applicant Company.

2. Asian Paints (Polymers) Private Limited First Applicant Company/Transferor Company is engaged in the business of manufacturers, dealers, importers, exporters and traders in all kinds of chemicals and chemical compounds, all kinds of plastic materials, emulsions, monomers, vinyl acetate ethylene emulsions (“VAE”), vinyl acetate monomers (“VAM”), styrene, butadiene and similar monomers, ethylene, ethanol and other alcohols. The Transferor Company currently is in the process of setting up manufacturing facility for VAE and VAM with a capacity of 1,50,000 and 1,00,000 tons per annum, respectively, in Dahej, Gujarat, India, subject to obtaining necessary regulatory and other approvals.

3. Asian Paints Limited Second Applicant Company / Transferee Company is engaged in the business of manufacturing, selling and distribution of paints, coatings, products related to home decor, bath fittings and providing related services.

4. The authorized, issued, subscribed and paid-up share capital of First Applicant Company / Transferor Company as on 30^th June

2025 is as follows:

5. The authorized, issued, subscribed and paid-up share capital of the Second Applicant Company as on 30^th June. 2025 is

6. The Board of Directors for the Applicant Companies approved the Scheme of Arrangement in their respective meetings held on 17^th July, 2025 and 29^th July, 2025. The appointed dated for the Scheme is 01.04.2025.

7. The rationale for the proposed Scheme is as under :

The Transferee Company currently imports Vinyl Acetate Monomer (VAM) and Vinyl Acetate Ethylene Emulsion (VAE) for manufacture of paints and allied products. VAE is one of the key raw materials for Asian Paints Limited. VAM is a key input for manufacturing VAE. VAE is considered to be the emulsion of the future and the key constituent for manufacturing environmentally friendly paints. VAE offers better paint properties and can significantly improve paint performance in customer facing attributes.

The Transferor Company was incorporated as a wholly owned subsidiary of the Transferee Company to carry on the business of manufacturing VAM and VAE for the captive consumption of the Transferee Company.

It is proposed to amalgamate the Transferor Company with the Transferee Company to drive back-end synergy in procurement, logistics, supply chain, technology operations, and shared services, ensuring optimal resource utilization and fostering centers of excellence.

Benefits of the Scheme:

A. Stren