Himadri Speciality Chemical Ltd has scheduled a board meeting for September 21, 2026, to consider the proposed Scheme of Arrangement involving Dalmia Bharat Refractories Limited. The move relates to the demerger of the tyre business unit.

The company notified stock exchanges on September 18, 2026, regarding the upcoming meeting. The Board of Directors will evaluate the arrangement between Dalmia Bharat Refractories Limited and Himadri Speciality Chemical Ltd, along with their respective shareholders and creditors.

Regulatory Framework

The proposed scheme operates under Section 230 to 232 of the Companies Act, 2013. The board will review applicable rules framed under these provisions to facilitate the separation of the tyre business from Dalmia Bharat Refractories Limited.

Trading Window Closure

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the trading window for designated persons remains closed. This restriction applies from the intimation of the notice until 48 hours after the disclosure of the meeting outcome to stock exchanges.

Monika Saraswat, Company Secretary and Compliance Officer, issued the notice. The company is registered in Kolkata with its corporate office located at India Exchange Place.

Himadri Speciality Chemical board approved amendments to its Memorandum of Association on September 18, 2026, enabling new business activities and aligning constitutional documents with the Companies Act, 2013. The changes require member approval via postal ballot.

The Board of Directors held its meeting from 7:25 pm to 7:45 pm on September 18, 2026. Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company disclosed the outcome, including alterations to Clause III of the MOA.

Key Amendments Approved

The company proposed adopting a revised set of MOA to align with Schedule I of the Companies Act, 2013. The existing MOA, based on the erstwhile Companies Act, 1956, divided objects into three parts. The new structure merges existing Clause III(C) into Clause III(B), renumbering clauses accordingly without affecting existing objects.

Additionally, the board approved inserting new objects under Clause III(A) to enable the company to undertake new business activities. The revised MOA also incorporates changes in the liability clause and capital clause to meet statutory requirements.

Regulatory Compliance

The disclosures were made in accordance with SEBI Master Circular no. Ho/49/14/14(7)2025-Cfd-Pod2/I/3762/2026 dated January 30, 2026. The amendments are subject to approval by members via postal ballot and any other regulatory or statutory approvals required under applicable laws.

Monika Saraswat, Company Secretary & Compliance Officer, signed the disclosure letter addressed to BSE Limited and National Stock Exchange of India Ltd.