JSW Paints Limited

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/07/1301

16^th^ September 2025

Notice under Section 6(2) of the Competition Act, 2002 given by JSW Paints Limited

CORAM:

Ms. Ravneet Kaur
Chairperson

Mr. Anil Agrawal
Member

Ms. Sweta Kakkad
Member

Mr. Deepak Anurag
Member

Order under Section 31(1) of the Competition Act, 2002

1. On 18^th^ July 2025, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) given by JSW Paints Limited (Acquirer/JSW Paints). The Notice was filed pursuant to the execution of the Share Purchase Agreement dated 27^th^ June 2025 amongst the Acquirer, Imperial Chemical Industries Limited (Seller 1) and Akzo Nobel Coatings International B.V. (Seller 2) [hereinafter, Seller 1 and Seller 2 are collectively referred to as ‘Sellers’].

2. The Proposed Combination envisages the acquisition of up to 75% shareholding in Akzo Nobel India Limited (Target) by the Acquirer. It is submitted that the Acquirer will implement the Proposed Combination in the following manner:

• a. purchase of up to 25.24% equity shareholding in the Target through a mandatory open offer.
• b. purchase of up to 74.76% equity shareholding in the Target by the Acquirer from the Sellers [hereinafter, Acquirer and Target are collectively referred to as the ‘Parties’].

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 31^st^ July 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 11^th^ August 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 20^th^ August 2025, and the response dated 27^th^ August 2025 was furnished by the Acquirer. The Acquirer also submitted voluntary submissions through emails on 10^th^ September 2025 and 11^th^ September 2025.

4. The Acquirer is a public company registered in India. It is engaged in the manufacture and sale of decorative paints and industrial coatings in India, as well as in the export of industrial coatings.

5. The Target is a public listed company registered in India. It is listed on the BSE Limited and the National Stock Exchange of India Limited. The Target is engaged in the manufacture and sale of decorative paints and industrial coatings in India, as well as exporting the same to other countries. The Target and Sellers form part of the Akzo Nobel Group, whose ultimate parent entity is Akzo Nobel N.V., a Netherlands-incorporated multinational organisation.

6. It is submitted by the Acquirer that paints are substances applied to various surfaces to protect them and enhance their appearance. They comprise pigments for colour, binders to hold the pigment, solvents to adjust consistency, and additives for textures, fragrance, etc. Broadly, paints can be distinguished based on their end-use into decorative paints and industrial coatings.

7. Decorative paints refer to the products that are used onsite both internally and externally, during the construction or refurbishment of architectural structures. They comprise a suite of product offerings/segments, namely, emulsions, enamels, distempers, putties and textures, primers, waterproofing, woodcare coatings, and other ancillary decorative products. Decorative paints come in various colours, finishes, and textures, and are intended to enhance the visual appearance of walls, ceilings, and other surfaces; and provide basic protection from elements (such as moisture and dirt). Emulsions can further be classified as the premium and luxury emulsion segment, and the mass and economy emulsion segment. Both Acquirer and Target are present in the sale of decorative paints in India (Decorative Paints Market), including all its segments and sub-segments.

8. Industrial coatings are designed for functional applications where durability, protection, and resistance to harsh environments are critical. Industrial coatings are used on, inter alia, machinery, ships, automobiles, and pipelines to protect against corrosion, chemicals, heat, and general wear and tear. The market includes various types of industrial coatings, such as protective coatings; coatings for coils and extrusions; automotive coatings; powder coatings; and general industrial and other segments. Both Acquirer and Target are present in the sale of industrial coatings in India (Industrial Coatings Market), including segments of protective coatings and coatings for coils and extrusions. These segments can further be segmented based on various classifications, such as substrates, applications, etc.

9. The Commission has considered the overlaps identified by the Parties and also considered its past decisional practices in this regard. With regard to horizontal overlaps, the Commission has considered the broad markets for Decorative Paints and Industrial Coatings and their segments/sub-segments where the Parties exhibit overlaps, at an overall market level as well as their respective organised segments.

10. Based on the submission of the Parties, the Commission considered the relevant geographic market for all overlaps as national/pan-India.

11. With regard to vertical overlaps, the Target is engaged in the provision of coil coatings i.e., a coating applied to coils of steel, aluminium or other metal substrates, through a continuous, automated process before the metal is shaped or fabricated. On the other hand, the Acquirer group, through its entities, manufactures and supplies colour-coated steel products in India. It is submitted that colour-coated steel products are a type of surface-coated steel product, which, in turn, form part of the overall market for flat steel products. Thus, there are existing and potential vertical overlaps between the Target and entities of the Acquirer group.

12. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

13. Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Parties in the Decorative Paints Market in terms of volume and value is in the range of [5-10]% and the incremental market share is in the range of [0-5]%, for the overall market as well as its organised segment. The market shares in the segments/sub-segments of the Decorative Paints Market are not such as to cause competition concerns. Further, there are other large players such as Asian Paints, Berger Paints, and Kansai Nerolac in the Decorative Paints Market and all its segments/sub-segments, posing significant competitive constraints on the Parties.

14. The combined market share of the Parties in the Industrial Coatings Market in terms of volume and value is in the range of [5-10]% and the incremental market share is in the range of [0-5]%, for the overall market as well as its organised segment, except for organised Industrial Coatings Market by value where the combined share is in the range of [10-15]%. In the protective coatings segment, the incremental market share is in the range of [0-5]%. In the coatings for coils and extrusions segment, the incremental market share is in the range of [0-5]% by volume and value for overall and [5-10]% by volume and value for the organised segment. The market shares in the sub-segments of the protective coatings and coatings for coils and extrusions are not such as to cause competition concerns. Further, there are other large players such as Kansai Nerolac, Asian Paints-PPG, Berger Group, Nippon Paints, etc., in the Industrial Coatings Market and/or its segments/sub-segments, posing significant competitive constraints on the Parties.

15. With regard to vertical linkages, the Commission observed that the market share of the Acquirer group in the downstream market of the sale of surface-coated steel products and the sale of colour-coated steel products in India is in the range of [40-45]%. The market share of Target in the segment of coil coatings and extrusions is in the range of [5-10]% and [0-5]% in terms of value and volume, respectively. There are various other large players present, such as Kansai Nerolac, Berger Group, and Asiatech Coatings, which pose competitive constraints on the Target.

16. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

17. This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

18. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

19. The Secretary is directed to communicate to the Acquirer accordingly.