5001842026-09-215001842026-09-212026-09-215001842026-09-212026-09-21DemergedEntityDomain15001842026-09-21DemergedEntityDomain15001842026-09-212026-09-21DemergedEntityDomain25001842026-09-21DemergedEntityDomain2iso4217:INRxbrli:purexbrli:shares500184Himadri Speciality Chemical LimitedHSCLNOTLISTEDINE019C01026NewDe-mergertrue2026-09-2109:50:002026-09-21The Scheme, inter-alia, provides for demerger by way of transfer as a going concern, on an ‘as is where is basis’, and vesting of the ‘Tyre Business of DBRL’ (“Demerged Undertaking”) from DBRL (‘Demerged Company’) to HSCL (‘Resulting Company’) with effect from the Appointed Date. The Appointed Date means 1 October 2026, or such other date as the Hon’ble NCLT or such other Appropriate Authority may decide/ approve, being the date with effect from which the Scheme shall become effective and / or be deemed to have become effective as stated in the Scheme The Demerged Undertaking (more specifically defined in the Scheme), inter-alia, comprises all assets, liabilities, contracts, employees, brands, trademarks, licences, permits, approvals, and properties, of whatsoever nature and kind attributable to the Tyre Business of the Demerged Company. Tyre Business (more specifically defined in the Scheme) of the Demerged Company inter-alia comprise of designing, manufacturing and development of all types of tyre and tyre products.Dalmia Bharat Refractories LimitedDemergedOthers Not Applicable14931000000.0339344058630.7499114741810.250100458800441344058630.7499114741810.250100458800441Himadri Speciality Chemical LtdResultingListed Entity (self)002648593020.52492397148730.47510050457417512648593020.52472398913350.4753005047506371Shares1:260There is no cash consideration involved in the Scheme. The consideration discharged under the Scheme is as follows: Upon the effectiveness of the Scheme, Resulting Company New Shares (as defined in the Scheme) shall be issued to the eligible shareholders of the Demerged Company, holding fully paid-up equity shares in the Demerged Company and whose name appear in the register of members of Demerged Company on the Record Date (as defined in the Scheme) or to their respective heirs, executors, administrators, legal representatives or other successors in title as may be recognised by the Board of Directors of the Demerged Company in the following Share Entitlement Ratio. “1 (One) fully paid-up equity shares of face value of INR 1 (one) each of the Resulting Company shall be issued and allotted for every 260 (Two Hundred Sixty) fully paid-up equity shares of face value of INR 10 (ten) each held in the Demerged Company (“Share Entitlement Ratio”). The aforesaid Share Entitlement Ratio has been arrived at based on the valuation report dated 20 September 2026 issued jointly by SSPA & Co, Chartered Accountants (Registration No. IBBI/RV-E/06/2020/126), and CA Manish Gadia (Registration No. IBBI/RV/06/2019/11646), independent registered valuers. Further, Jajodia Equity Advisors Services Limited, (Merchant Banker Registration No. INM000013448), SEBI Registered Category -I Merchant Banker has issued a fairness opinion dated 20 September 2026 stating that the Share Entitlement Ratio is fair and proper from the perspective of the shareholders of the Resulting Company.The Board of Directors, after considering the nature of the Demerged Undertaking, its future requirements, respective strengths and strategic objectives of Resulting Company, is of the view that the proposed Demerger would provide a more focused ownership and robust operating structure for the Demerged Undertaking, while enabling each of the Companies to deploy its management attention, capital and resources towards businesses aligned with its respective strategic capabilities and long-term objectives. The brief rationale and benefits of the Scheme for HSCL are set out below: (a) Strengthening strategic forward-integration: The Demerger will enable the Resulting Company to integrate the Tyre Business with its existing carbon black and advanced carbon materials business, thereby strengthening its presence across the tyre value chain. (b) Leveraging established capabilities and creating value: The integration will enable the Resulting Company to leverage its material expertise, R&D, manufacturing and customer relationships to support product customisation, development and expansion across various tyre application segments. (c) Realising operational and commercial synergies: The integration is expected to create synergies across raw material sourcing, product development, manufacturing, logistics, distribution, market development, shared services and customer engagement, thereby enhancing operating efficiencies. (d) Accelerating development and scaling-up of the Tyre Business: The Demerger will provide the Resulting Company with direct ownership and control of the Tyre Business, enabling coordinated capacity utilisation, modernisation, product expansion and development of market and distribution channels. (e) Greater strategic and financial flexibility: Direct ownership will enable the Resulting Company to align investment, funding, capacity expansion and growth priorities of the Tyre Business with its broader business strategy. (f) Long-term growth and value creation: The Scheme is expected to facilitate greater integration, operational efficiency, investment flexibility and scalability, thereby supporting sustainable long-term growth and value creation for the Resulting Company and its stakeholders. The proposed Scheme is in the best interest of the respective Companies, their shareholders, employees, creditors and other stakeholders, and is expected to facilitate the sustainable growth of the Demerged Undertaking while enabling each Company to focus on its respective strategic objectives. Details of the rationale have also been specified in the Scheme.Resulting Company: Upon the effectiveness of the Scheme, Resulting Company New Shares (as defined in the Scheme) shall be issued by the Resulting Company to the eligible shareholders of the Demerged Company in accordance with the Share Entitlement Ratio (as defined in the Scheme) and in the manner set forth in the Scheme. Demerged Company: The Demerged Company will not undergo any change in shareholding pattern as a consequence of the effectiveness of the Scheme. trueThe equity shares of the Resulting Company are already listed on BSE Limited and National Stock Exchange of India Limited. The Resulting Company New Shares (as defined in the Scheme) to be issued by the Resulting Company to the eligible shareholders of the Demerged Company, holding fully paid-up equity shares in the Demerged Company, as consideration under the Scheme, shall be listed and/or admitted to trading on BSE Limited and National Stock Exchange of India Limited, subject to the Resulting Company obtaining the requisite approvals from all the relevant authorities for the same.