Himadri Speciality Chemical Ltd’s Board of Directors has approved a Scheme of Arrangement for the demerger of its Tyre Business. This move, transferring the ‘Tyre Business of DBRL’ to Himadri Speciality Chemical, aims to create focused business structures and leverage synergies. The Scheme is subject to various regulatory approvals, including from the NCLT and stock exchanges.
Board Greenlights Tyre Business Demerger
Himadri Speciality Chemical Ltd (HSCL) announced that its Board of Directors, following recommendations from its Audit Committee and Committee of Independent Directors, has approved a Scheme of Arrangement. This scheme is designed to facilitate the demerger of the Tyre Business of Dalmia Bharat Refractories Limited (DBRL) into HSCL, which will act as the ‘Resulting Company’. The transaction is intended to transfer the Tyre Business as a going concern from DBRL to HSCL.
Scheme Details and Rationale
The demerger will involve the transfer and vesting of the ‘Demerged Undertaking,’ specifically the Tyre Business, from DBRL to HSCL. In return, HSCL will issue new shares to the eligible shareholders of DBRL based on a defined Share Entitlement Ratio. The rationale behind the Scheme includes strengthening strategic forward-integration, leveraging established capabilities, realizing operational and commercial synergies, accelerating the development and scaling-up of the Tyre Business, and enhancing strategic and financial flexibility.
The turnover of the Demerged Undertaking as of 31 March 2026 was INR 149.31 crores, representing 3.39% of the total turnover of the Resulting Company in the preceding financial year. The proposed demerger is expected to provide a more focused ownership and robust operating structure, enabling both entities to concentrate on their respective strategic objectives.
Shareholding and Entitlement
Upon the effectiveness of the Scheme, the Resulting Company, Himadri Speciality Chemical Ltd, will issue new shares to eligible shareholders of the Demerged Company. The Share Entitlement Ratio is set at 1 fully paid-up equity share of INR 1 each of the Resulting Company for every 260 fully paid-up equity shares of INR 10 each held in the Demerged Company. There is no cash consideration involved in this Scheme.
The equity shares of the Resulting Company are already listed on the BSE Limited and the National Stock Exchange of India Limited. The new shares to be issued will also be listed and admitted to trading on these exchanges, subject to requisite approvals.
Next Steps and Approvals
The Scheme is subject to the receipt of requisite approvals from statutory and regulatory authorities, including the stock exchanges, SEBI, the National Company Law Tribunal (NCLT), and the shareholders and creditors of both companies. The Appointed Date for the demerger is set for 1 October 2026, or another date as decided by the NCLT.
Source: BSE
