Himadri Speciality Chemical Ltd board approved the Scheme of Arrangement for the demerger of the tyre business from Dalmia Bharat Refractories Limited (DBRL) on September 21, 2026. The move aims to integrate the tyre unit with Himadri’s existing carbon black and advanced carbon materials business.

The Board of Directors, based on recommendations from the Audit Committee and Committee of Independent Directors, sanctioned the arrangement between DBRL and Himadri, along with their respective shareholders and creditors. The scheme operates under Section 230 to 232 of the Companies Act, 2013.

Deal Structure and Consideration

The scheme provides for the demerger of the Tyre Business of DBRL as a going concern on an 'as is where is' basis. The appointed date for the transfer is set for October 1, 2026, or such other date as the National Company Law Tribunal (NCLT) may decide.

There is no cash consideration involved in the transaction. Eligible shareholders of DBRL will receive new shares from Himadri at a Share Entitlement Ratio of 1:260. Specifically, one fully paid-up equity share of face value ₹1 each of Himadri will be issued for every 260 fully paid-up equity shares of face value ₹10 each held in DBRL.

This ratio was determined by independent registered valuers SSPA & Co and CA Manish Gadia, with a fairness opinion issued by Jajodia Equity Advisors Services Limited.

Financial Impact and Rationale

The turnover of the demerged undertaking was ₹149.31 crore as on March 31, 2026, constituting 3.39% of Himadri’s total turnover in the preceding financial year. The board stated that the demerger would provide focused ownership and enable both companies to deploy resources towards businesses aligned with their strategic capabilities.

Key benefits cited include strengthening strategic forward-integration across the tyre value chain, leveraging material expertise for product customisation, and realising operational synergies in sourcing, manufacturing, and logistics.

Shareholding Changes

Upon effectiveness of the scheme, Himadri’s promoter holding will remain largely unchanged, while public holding will see a marginal increase due to the issuance of new shares.

The shareholding pattern of DBRL will not change as a consequence of the scheme. The new shares issued by Himadri will be listed on BSE and NSE subject to requisite approvals.

Regulatory Approvals Pending

The scheme is subject to approvals from statutory and regulatory authorities, including SEBI, NCLT, stock exchanges, and the respective shareholders and creditors of both companies. The trading window for designated persons remains closed until 48 hours after the disclosure of the meeting outcome.

Himadri Speciality Chemical will host analysts and institutional investors on September 19, 2026, in Hyderabad. The company confirmed the schedule under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

The interaction will take place during the HIC Money Purse Finserv Emerging Stars 2026 Investor Conference. Company officials will conduct both one-on-one and group meetings with market participants.

Meeting Details

The engagement is scheduled as an in-person event. Discussions will be strictly limited to publicly available information, with no disclosure of unpublished price-sensitive information.

Monika Saraswat, Company Secretary and Compliance Officer, issued the intimation on September 16, 2026. The schedule is also available on the company website at www.himadri.com .

The company noted that the schedule may undergo changes due to exigencies on the part of the analysts, investors, or the company itself.