Astral Limited has withdrawn its proposed Composite Scheme of Arrangement for the demerger of its Chemical Business, a strategic reversal that impacts shareholder expectations for the separation. The Board of Directors made this decision on July 29, 2026, concluding that the proposed restructuring is not in the best interests of the company or its shareholders at this stage.

The withdrawal follows a comprehensive independent review of the scheme, which was initiated after initial disclosures on June 25, 2026, and July 5, 2026. Astral appointed an Independent Consultant to evaluate the Composite Scheme of Arrangement and assess alternative restructuring options. The consultant recommended against proceeding with the scheme in its present form, primarily due to the current scale of the Chemical Business.

Board Deliberations and Rationale

The Board undertook a detailed review of the scheme, considering feedback from the Independent Consultant, shareholders, investors, and other market participants. The decision also factored in the prevailing business environment and the company's long-term strategic objectives.

According to the disclosure filed with the Bombay Stock Exchange and the National Stock Exchange of India Limited under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board concluded that the Chemical Business requires more time to build the necessary scale and financial strength. This foundation is deemed essential to fund both organic and inorganic growth initiatives effectively.

Key Decision Parameters

The following table outlines the key parameters surrounding the board's decision to withdraw the scheme:

Strategic Implications

With the withdrawal of the scheme, no further steps will be taken regarding the proposed demerger. The company stated it remains committed to enhancing shareholder value and will continue to evaluate various strategic initiatives for business growth. Future material developments will be disclosed in accordance with applicable laws and regulations.

The decision highlights a strategic prioritization of operational maturity over structural separation. By delaying the demerger until the Chemical Business achieves sufficient scale, Astral aims to ensure the standalone entity can sustain growth without straining corporate resources. This approach reflects a focus on strengthening the underlying fundamentals of the chemical segment before exposing it to independent market valuation.

Astral Limited’s board has approved a comprehensive independent review of the Composite Scheme of Arrangement involving Astral Limited, Astral Chemie Limited, and Al-Aziz Plastics Private Limited following stakeholder feedback. The board initially approved the scheme under Sections 230 to 232 of the Companies Act, 2013 on June 25, 2026. The decision to review the scheme aims to address the feedback received from various stakeholders post the announcement.

The board has approved the appointment of any one of the Big Four or an equivalent firm as an independent external advisor. The advisor will undertake a comprehensive evaluation of the scheme and submit recommendations to the board within 30 days or as required to comply with applicable regulations.

Key Approvals

The board will consider the findings and recommendations of the independent external advisor before taking any final decision regarding the continuation, modification, deferment, or any other course of action in relation to the Composite Scheme of Arrangement. Astral Limited will make necessary disclosures to the stock exchanges in accordance with applicable laws and regulations as and when required.