Himadri Speciality Chemical to Acquire Dalmia Bharat Refractories’ Tyre Business Through Demerger
Himadri Speciality Chemical Ltd has approved a Scheme of Arrangement to bring the Tyre Business of Dalmia Bharat Refractories Ltd into Himadri, strengthening its position across the tyre value chain and creating opportunities for operational and commercial synergies.
Himadri Speciality Chemical Board Approves Tyre Business Demerger
Himadri Speciality Chemical Ltd (HSCL) announced on September 21, 2026, that its Board of Directors has approved a Scheme of Arrangement involving Dalmia Bharat Refractories Ltd (DBRL) and Himadri Speciality Chemical.
Under the proposed scheme, the Tyre Business of Dalmia Bharat Refractories will be transferred to Himadri Speciality Chemical as a going concern, on an “as is, where is” basis.
The transaction is subject to approvals from the relevant regulatory and statutory authorities, including the stock exchanges, SEBI, NCLT, and the shareholders and creditors of the respective companies, wherever applicable.
The proposed Appointed Date is October 1, 2026, or such other date as may be approved by the NCLT or another appropriate authority.
What Tyre Business Will Himadri Acquire?
The demerged undertaking includes the assets, liabilities, contracts, employees, brands, trademarks, licences, permits, approvals and properties attributable to the tyre business.
The Tyre Business covers:
- Designing of tyres
- Manufacturing of tyres
- Development of tyre products
- Various types of tyres and tyre-related products
The business recorded a turnover of ₹149.31 crore as of March 31, 2026.
According to the filing, this represented 3.39% of Himadri Speciality Chemical’s total turnover based on the financials for the immediately preceding financial year.
Why Is Himadri Integrating the Tyre Business?
The transaction is strategically significant because Himadri already operates in carbon black and advanced carbon materials, which have direct relevance to the tyre value chain.
The company expects the integration to provide several potential benefits.
1. Forward Integration Into the Tyre Value Chain
The demerger will allow Himadri to move further downstream by integrating the tyre business with its existing carbon black and advanced carbon materials operations.
This could give the company greater exposure across different stages of the tyre value chain.
2. Leveraging Existing Manufacturing and R&D Capabilities
Himadri expects to use its existing material expertise, research and development capabilities, manufacturing knowledge and customer relationships to support:
- Product customisation
- New product development
- Expansion across tyre applications
- Market development
3. Potential Operational Synergies
The company expects potential synergies across several areas, including:
- Raw material sourcing
- Product development
- Manufacturing
- Logistics
- Distribution
- Market development
- Shared services
- Customer engagement
These synergies could help improve operating efficiency if successfully implemented.
Modernisation and Capacity Expansion Are Part of the Plan
One important point for investors is that the scheme specifically mentions capacity utilisation, modernisation, product expansion and development of market and distribution channels.
The demerger is expected to provide Himadri with direct ownership and control of the tyre business, allowing it to coordinate these areas with its broader business strategy.
This gives the announcement a future growth and investment angle, although the filing does not disclose a specific capex amount for these initiatives.
Therefore, this announcement should primarily be viewed as an M&A / corporate restructuring story, rather than a standalone capex announcement.
Share Entitlement Ratio
There is no cash consideration involved in the proposed transaction.
Instead, eligible shareholders of Dalmia Bharat Refractories will receive shares of Himadri Speciality Chemical.
The proposed entitlement ratio is:
1 Himadri Speciality Chemical equity share for every 260 fully paid-up equity shares of Dalmia Bharat Refractories held by eligible shareholders.
The ratio is based on a valuation report dated September 20, 2026, prepared by independent registered valuers.
A fairness opinion was also issued by Jajodia Equity Advisors Services Ltd, a SEBI-registered Category-I Merchant Banker.
Impact on Himadri’s Shareholding
Based on the shareholding figures provided in the filing, Himadri’s share capital is expected to increase following the issuance of shares under the scheme.
Before the Scheme
- Promoter & Promoter Group: 52.49%
- Public: 47.51%
- Total shares: 50,45,74,175
After the Scheme
- Promoter & Promoter Group: 52.47%
- Public: 47.53%
- Total shares: 50,47,50,637
The actual shareholding may vary depending on the final allotment and the record date.
New Himadri Shares to Be Listed
Himadri’s equity shares are already listed on the BSE and NSE.
The new shares issued to eligible shareholders of Dalmia Bharat Refractories under the scheme are proposed to be listed and admitted to trading on both exchanges, subject to obtaining the required approvals.
What Investors Should Track
The Himadri-Dalmia Bharat Refractories transaction creates several areas that investors may want to monitor.
Business Integration
The key question will be how effectively Himadri integrates the tyre business with its existing carbon black and advanced carbon materials operations.
Revenue Contribution
The tyre business had turnover of ₹149.31 crore in FY2025-26, making it relatively small compared with Himadri’s existing business.
Investors may therefore focus on whether the business can be scaled significantly after integration.
Synergy Realisation
The company has identified potential synergies in sourcing, manufacturing, logistics, distribution and customer engagement.
Actual financial benefits will depend on execution.
Modernisation and Expansion
The scheme refers to modernisation, capacity utilisation and product expansion. Investors should watch for future announcements regarding specific investments, capacity additions and capex commitments.
Regulatory Approvals
The scheme is not yet complete.
Approvals from the relevant stock exchanges, SEBI, NCLT and shareholders/creditors, as applicable, remain important milestones.
Bottom Line
Himadri Speciality Chemical’s proposed acquisition of Dalmia Bharat Refractories’ Tyre Business represents a strategic forward-integration move rather than a simple financial investment.
The proposed transaction could allow Himadri to connect its existing carbon black and advanced carbon materials operations more closely with the tyre manufacturing business.
The immediate disclosed financial scale of the tyre business is relatively modest at ₹149.31 crore turnover in FY2025-26, but the company has highlighted opportunities around integration, modernisation, product expansion and scaling.
For investors, the next important developments will be the regulatory approvals, completion of the scheme, integration of the tyre business, and any subsequent capex or capacity-expansion announcements.
