HHHindware Home Innovation542905Scheme of arrangement

NCLT sanctions composite scheme of arrangement: consumer products demerger and remaining business amalgamation

NCLT, Kolkata Bench has sanctioned the composite scheme of arrangement.

By ScoutQuest · Fri 16 Oct 2026, 4:57 PM IST · 3 min read

Appointed Date

1st April, 2025

NCLT Order

NCLT, Kolkata Bench has sanctioned the composite scheme of arrangement by its order dated October 14, 2026

Scheme Structure

Consumer products business to be demerged into HHIL Limited; remaining business amalgamated into Hindware Limited

What has been sanctioned

The National Company Law Tribunal, Kolkata Bench (Division Bench, Court No. II) has, by its order dated October 14, 2026, sanctioned the composite scheme of arrangement between Hindware Home Innovation Limited (demerged company / remaining transferor company), HHIL Limited and Hindware Limited. The order was uploaded on the NCLT website on 15th October, 2026 and has also been put up on the company's website. Certified copies of the order are awaited.

What the scheme does

• The consumer products business of the demerged company is demerged from and transferred into HHIL Limited, the transferee company no. 1.
• The remaining business/undertaking of the demerged company is amalgamated into Hindware Limited, the transferee company no. 2, with consequent dissolution of the remaining transferor company without winding up.
• The appointed date is 1st April, 2025.
• The demerged company has two distinct business segments: the consumer products business, which is mainly branding and distribution of consumer durable products, and the building products business, which covers manufacturing, branding and distribution of sanitaryware, faucets, pipes, fittings and related building products.

Approvals and process recorded in the order

• The boards of the petitioner companies approved the proposed scheme at their respective meetings, all held on 27/03/2025.
• A valuation report recommending the share exchange ratio for the scheme was prepared by Ernst & Young Merchant Banking Services LLP dated 27th March, 2025, with a fairness opinion dated 27th March, 2025 from Corporate Professionals Capital Private Limited.
• The statutory auditors - M/s. Lodha & Co LLP for petitioner nos. 1 and 3 and M/s. N. C. Agarwal & Co. for petitioner no. 2 - certified on 27th March, 2025 that the accounting treatment in the scheme conforms to the prescribed accounting standards.
• BSE Limited, by letter dated 28th August, 2025, and the National Stock Exchange of India Limited, by letter dated 29/08/2025, conveyed their no adverse observations / no objection to the scheme.
• The equity shares of the demerged company are listed on the NSE and BSE. The equity shares of the other two petitioner companies are not listed on any stock exchange.
• Meetings of the equity shareholders of applicant companies 2 and 3, of the secured creditors of all the applicant companies, and of the unsecured creditors of applicant no. 2 were dispensed with. Meetings of the equity shareholders and unsecured creditors of the demerged company, and of the unsecured creditors of Hindware Limited, were held on 7th March, 2026 and the scheme was approved with requisite majority.
• The petition was admitted on 22nd April, 2026, and notices were served on statutory and sectoral authorities.

When it takes effect

The scheme shall become effective upon update of the order passed by the Tribunal with the Registrar of Companies by the respective companies, in accordance with the terms of the scheme.

What the update says the scheme is meant to achieve

The order records the stated benefits: unlocking of value in the businesses for shareholders by attracting distinct strategic and financial investors, easier access to growth capital, creation of focused companies with better visibility on each business's performance, more effective resource allocation and risk management, streamlining of the corporate structure for operational efficiency, and benefit to all stakeholders with value creation in the long run.

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