Keshav Power Limited, a promoter group entity of Dalmia Bharat Limited (DBL), has significantly increased its stake in DBL by acquiring 6.73 crore equity shares, representing 35.90% of Dalmia Bharat's current paid-up capital. This acquisition was executed through a Scheme of Amalgamation, which became operational on June 13, 2025, with an appointed date of April 1, 2023. Following this transaction, Keshav Power Limited's direct holding in Dalmia Bharat Limited has risen to 36.42% from 0.52%.
The acquisition was disclosed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Despite the substantial change in Keshav Power Limited's individual holding, the aggregate shareholding of the promoter and promoter group in Dalmia Bharat Limited remains unchanged at 55.84%, as the transaction was an intra-group restructuring.
| Particulars | Acquirer (Keshav Power Ltd) | Persons Acting in Concert (PACs) | Total Promoter & Promoter Group |
|---|---|---|---|
| Before the Acquisition (as of consideration date) | |||
| No. of Equity Shares | 9,80,106 | 10,37,51,442 | 10,47,31,548 |
| % of Total Share/Voting Capital* | 0.52% | 55.32% | 55.84% |
| Shares Acquired by Keshav Power Ltd via Amalgamation | |||
| No. of Equity Shares Acquired | 6,73,35,614 | (Shares consolidated from merging PAC entities) | 6,73,35,614 |
| % of Total Share/Voting Capital Acquired* | 35.90% | - | 35.90% |
| After the Acquisition (as of June 13, 2025) | |||
| No. of Equity Shares | 6,83,15,720 | 3,64,15,828 | 10,47,31,548 |
| % of Total Share/Voting Capital* | 36.42% | 19.42% | 55.84% |
| *Calculated on Dalmia Bharat Limited's total equity share capital of 18,75,65,161 equity shares of ₹2 each. The total diluted share/voting capital is the same. | |||
Detailed Analysis of the Transaction
The acquisition of shares by Keshav Power Limited in Dalmia Bharat Limited is a result of a Scheme of Amalgamation approved by the Hon'ble National Company Law Tribunal (NCLT), Cuttack Bench. The order, dated May 30, 2025, sanctioned the merger of four transferor companies with Keshav Power Limited (the transferee company).
The transferor companies involved in the amalgamation were:
- Ankita Pratisthan Limited ("Transferor Company 1")
- Mayuka Investment Limited ("Transferor Company 2")
- Shree Nirman Limited ("Transferor Company 3")
- Sarvapriya Healthcare Solutions Private Limited ("Transferor Company 4")
All these transferor companies, along with the transferee company (Keshav Power Limited), are part of the same promoter group of Dalmia Bharat Limited. The scheme became operational on June 13, 2025, with the appointed date for the amalgamation being April 1, 2023. Consequently, the shares of Dalmia Bharat Limited previously held by these four transferor companies are now consolidated under Keshav Power Limited.
Impact on Shareholding Structure
Prior to this amalgamation, Keshav Power Limited held 9,80,106 equity shares in Dalmia Bharat Limited, constituting 0.52% of the total capital. The Persons Acting in Concert (PACs), including the aforementioned transferor companies, collectively held 10,37,51,442 shares, or 55.32%. The total promoter group holding stood at 10,47,31,548 shares, translating to 55.84%.
Through the amalgamation, Keshav Power Limited acquired 6,73,35,614 shares of Dalmia Bharat Limited from the merging entities. This increased Keshav Power's direct holding to 6,83,15,720 shares, which is 36.42% of Dalmia Bharat's capital. The holding of the remaining PACs (excluding the merged entities) adjusted to 3,64,15,828 shares, or 19.42%.
Crucially, the aggregate shareholding of the promoter and promoter group in Dalmia Bharat Limited remains constant at 10,47,31,548 shares, or 55.84%. This underscores the nature of the transaction as an internal restructuring aimed at consolidating holdings within the promoter group, rather than an open market acquisition or a change in overall promoter control.
The equity share capital of Dalmia Bharat Limited before and after this acquisition remains unchanged at 18,75,65,161 equity shares of ₹2 each. Similarly, the total diluted share/voting capital of the company also remains the same.
Strategic Rationale and Company Profiles
This amalgamation serves as a strategic move to simplify the shareholding structure within the promoter group of Dalmia Bharat Limited. Such intra-group consolidations are often undertaken to streamline corporate structures, enhance operational synergies, or improve governance and transparency of holdings.
Dalmia Bharat Limited (DBL), the target company, is a prominent player in India's cement manufacturing industry, with a significant presence across various regions. Its shares are listed on both the BSE Limited and the National Stock Exchange of India Ltd. The company's registered office is in Dalmiapuram, Tamil Nadu.
Keshav Power Limited, the acquirer, is part of the promoter group of Dalmia Bharat Limited. Its registered office is located in Raipur, Chhattisgarh, with a corporate office in New Delhi. The company, along with other PACs, forms the controlling bloc of Dalmia Bharat Limited.
Regulatory Compliance and Disclosure
The transaction and its disclosure adhere to the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The formal notification, dated June 17, 2025, was made by Keshav Power Limited, signed by its Director, Kunal Mehta (DIN: 06612329).
The disclosure confirms that the acquirer, Keshav Power Limited, belongs to the Promoter/Promoter group of Dalmia Bharat Limited. The list of Persons Acting in Concert (PAC) with the acquirer is extensive, including various individuals and corporate entities associated with the Dalmia family and group.
This corporate action highlights the ongoing efforts by promoter groups to optimize their holding structures, which can have implications for corporate governance and strategic decision-making, even if the overall control percentage does not change.
