Himadri Speciality Chemical Ltd

Himadri Speciality Chemical Ltd — Trading Window closed from 01 October 2026 until 48 hours after unaudited results for quarter and half year ended 30 September 2026.

MOA alteration and new MOA adoption

• Special postal ballot to alter MOA and adopt a new MOA per the Companies Act, 2013.
• Eligibility cut-off date: 18 September 2026; e-voting runs 28 September–27 October 2026.
• Resolution type: Special; main subject: alteration and adoption of MOA.
• Merge Clause III(C) with Clause III(B) and renumber objects accordingly.
• Insert new sub-clauses (7)–(20) in Clause III(A) detailing expanded business scope.
• Update Clauses IV and V: liability limited and share capital set at Rs 70,01,00,000.
• Results to be announced by 29 October 2026; to be posted on company and exchanges sites.

Meeting Details

• Event: Analyst/Investor Meet; issuer: Himadri Speciality Chemical Ltd.

Scheme overview

• Demerger of the Tyre Business from the Demerged Company to the Resulting Company.
• Going-concern transfer; HSCL to issue new shares to DBRL shareholders.
• Appointed Date defined as 1 October 2026, subject to approvals.
• Regulatory approvals from stock exchanges, SEBI, NCLT, and shareholders/creditors required.

Rationale and strategic intent

• Enable focused ownership and robust Tyre Business operations.
• Leverage HSCL capabilities for product development and market expansion.
• Realize operational and commercial synergies across sourcing, manufacturing, logistics, and distribution.
• Provide direct ownership to accelerate capacity utilisation and market development.
• Improve strategic and financial flexibility for Tyre Business investments.

Key terms and structure

• Nature: demerger of Tyre Business from Demerged Company to Resulting Company.
• Appointed Date: 1 October 2026 (subject to approvals).
• Share Entitlement Ratio: 1 new HSCL share per 260 DBRL shares.
• No cash consideration; fractional shares rounded up and held in trust.
• Approved regulatory and shareholder approvals required.
• Employee stock options: 53,896 exercisable; exercise may increase equity.
• Listing: new HSCL shares to be listed on BSE and NSE.

Financial impact

• Share exchange results in issuance of new HSCL shares to Demerged Company shareholders.
• Promoter holding in HSCL is ~52.5% pre- and post-scheme.
• Total HSCL share base under pre/post-scheme: 50,45,74,175 and 50,47,50,637 shares.
• No cash consideration; fractional adjustment may alter share count minimally.
• Outstanding ESOPs of 53,896 may add additional shares upon exercise.

Stakeholders and status

• Impact on shareholders: DBRL shareholders receive HSCL shares; listing status remains active.
• Impact on creditors and employees: Scheme treatment to be determined via approvals; ESOPs outstanding.
• Status: Board approved; approvals pending from stock exchanges, SEBI, NCLT; Appointed Date 1 Oct 2026.
• Next steps: file with stock exchanges and obtain requisite approvals; define record date and allotment.

Demerger plan and board action

• Board to consider Scheme of Arrangement with Dalmia Bharat Refractories Limited for demerger of the Tyre Business.
• Meeting scheduled on 21 September 2026 to approve the scheme.
• Regulatory basis: Scheme under Sections 230-232 of the Companies Act 2013.
• Trading window for designated persons/insiders closed until 48 hours after disclosure of outcome.

MOA alterations to enable new business activities

• Board approved alterations to the MOA to align with Companies Act 2013.
• Incorporates new objects and merges Clause III(C) into Clause III(B) with renumbering.
• Inserts new objects under Clause III(A) to enable new business activities.
• Amends liability and capital clauses to align with the Act.
• Subject to members' postal ballot and regulatory approvals.
• Annexure-I contains Regulation 30 disclosures accompanying the filing.

Meeting Details

• Date: 19 September 2026.
• Mode: In-person.
• Type: One-on-one and group meetings.
• Conference: HIC Money Purse Finserv Emerging Stars 2026 Investor Conference.

Participants

• Company officials (management) to conduct meetings with analysts/investors.
• Personal names not provided in filing.

Purpose

• Purpose: investor interaction with analysts/investors; discussions will be based on public information.
• Schedule posted on the company website.

Target snapshot

• Target: ARDENT IMPEX FZCO (WOS), Dubai, UAE, Industrial Chemicals and Petrochemicals Trading.
• Authorized capital AED 200,000; 200 shares of AED 1,000 each.
• Turnover: WOS yet to commence business.
• Related party: WOS is related party; no promoter interest.
• Industry: Industrial chemicals trading and petrochemicals trading.
• Purpose: to conduct industrial chemicals and petrochemicals trading in Dubai.
• Regulatory approvals: Not Applicable.
• Timeline: WOS has been incorporated; completion not specified.
• Consideration: cash; full cash investment into subsidiary.
• Cost: AED 200,000 contributed as share capital.
• Shareholding: 100% ownership in ARDENT IMPEX FZCO.
• Background: Incorporated 22 June 2026; certificate received 31 Aug 2026; operations not commenced.
• Presence: Dubai Airport Free Zone.