Belrise Industries approves new merger, withdraws 2025 plan

Belrise Industries Limited approved on November 13, 2026 a new scheme to amalgamate wholly owned H-One India Private Limited into Belrise Industries, while cancelling its November 11, 2025 scheme; H-One India reported turnover of Rs 209.26 crore as at March 31, 2026.

What did the board approve on November 13, 2026?

Belrise Industries approved a scheme of amalgamation under Sections 230 to 232 of the Companies Act, 2013, through which H-One India will merge with and into Belrise Industries. The board considered and approved the scheme at its November 13, 2026 meeting, which commenced at 4.05 pm Indian Standard Time and concluded at 5.15 pm.

The same resolution rescinded and cancelled the earlier amalgamation scheme approved on November 11, 2025. Belrise Industries said its November 11, 2025 stock-exchange intimation relating to that scheme would stand withdrawn, making the November 13, 2026 proposal the board-approved arrangement disclosed in this filing.

The filing does not state why the 2025 scheme was cancelled or specify changes between the two schemes. It identifies H-One India as the transferor company and Belrise Industries as the transferee company, and was made under Regulation 30 of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015.

How large is H-One India compared with Belrise Industries?

H-One India was smaller than Belrise Industries as at March 31, 2026, with turnover of Rs 209.26 crore compared with Rs 7,528.33 crore for Belrise Industries. The announcement reports each entity's turnover, net worth and net profit at that date in Rs million, converted below into Rs crore.

H-One India reported net worth of Rs 207.701 crore and net profit of Rs 15.399 crore as at March 31, 2026. For the same date, Belrise Industries reported net worth of Rs 5,083.532 crore and net profit of Rs 478.404 crore.

The disclosed figures show H-One India had turnover and net worth of broadly similar size, at Rs 209.26 crore and Rs 207.701 crore respectively. Belrise Industries reported Rs 7,528.33 crore turnover against Rs 5,083.532 crore net worth, while the filing provides neither prior-period figures nor a forecast of the scheme's financial effect.

Will Belrise Industries issue shares or pay cash for H-One India?

Belrise Industries will neither pay cash nor issue shares under the proposed amalgamation because H-One India is its wholly owned subsidiary. The filing says there will be no cash or share consideration and no issue or allotment of Belrise Industries shares to H-One India shareholders once the scheme becomes effective.

All H-One India equity shares held by Belrise Industries, directly or through its nominee, will be cancelled and extinguished when the scheme takes effect. Belrise Industries also said the investment in H-One India shares recorded in its books will be cancelled without any further act or deed.

Belrise Industries said the listed transferee company's shareholding pattern will not change under the scheme. This follows the disclosed structure in which H-One India is already wholly owned by Belrise Industries, with no consideration or new listed shares contemplated.

The company said the arrangement does not fall within related-party transaction requirements, citing Ministry of Corporate Affairs General Circular No. 30/2014 dated July 17, 2014. Belrise Industries said the circular provides that compromises, arrangements and amalgamations under specific Companies Act, 2013 provisions do not attract the related-party requirements under Section 188.

Why does Belrise Industries want to amalgamate H-One India?

Belrise Industries said the scheme is intended to combine businesses in similar automotive-component lines and leverage group capabilities. Belrise Industries makes safety-critical systems and engineering solutions for two-wheelers, three-wheelers, four-wheelers, commercial vehicles and agri-vehicles, while H-One India manufactures pressed and welded panels and sub-assemblies for two-wheelers and four-wheelers.

Management cited the pooling of financial, marketing, technical, distribution and other resources as a proposed benefit of the amalgamation. The filing also identifies efficient and economical cost management, cost savings, closer alignment and coordination of daily operations, and better resource use as intended outcomes.

The company further said the combination could simplify its corporate structure by eliminating administrative duplication, rationalising administrative expenses and services, and reducing multiple legal and regulatory compliances. It also cited streamlined decision-making and access to a larger, more diverse talent pool as objectives of bringing H-One India into Belrise Industries.

These are stated objectives rather than quantified results. The November 13, 2026 disclosure gives no savings target, synergy estimate, implementation timetable or expected accounting impact, although the boards of the transferor and transferee companies said they considered the scheme not prejudicial to shareholders, creditors, lenders, employees and other stakeholders.

What remains before the H-One India merger takes effect?

The scheme remains subject to becoming effective because the November 13, 2026 filing gives no effective date. Belrise Industries describes the transaction as being undertaken under Sections 230 to 232 and other applicable provisions, but does not list shareholder, creditor or regulatory approval dates.

The cancellation and extinguishment of H-One India shares will occur only when the scheme becomes effective. The cancellation of Belrise Industries' investment in H-One India is likewise described as an event upon effectiveness, rather than an action completed at the November 13 board meeting.

Belrise Industries submitted the announcement to BSE Limited and the National Stock Exchange of India Limited under Regulation 30. Beyond the November 13, 2026 approval and the rescission of the November 11, 2025 scheme, the filing does not provide a completion schedule.

Conclusion

Belrise Industries has replaced its November 2025 amalgamation scheme with a newly approved plan to absorb H-One India, its wholly owned maker of pressed and welded automotive panels and sub-assemblies. The proposed structure involves no cash consideration, no new shares and no change in Belrise Industries' listed shareholding pattern.

The next disclosed milestone is the scheme becoming effective, since the November 13, 2026 filing does not set a completion date. Investors can watch for subsequent disclosures on the process under Sections 230 to 232, the cancellation of H-One India shares and any explanation of what changed from the rescinded 2025 scheme.