Himadri to absorb Dalmia Bharat Refractories' tyre business; new shares add just 0.035% to its equity
The scheme moves a ₹149.31 Cr-turnover tyre business into HSCL at 1 new share per 260 DBRL shares — 1,76,462 shares in all, worth about ₹12 crore at Monday's ₹687.60 close.
₹687.60 Sep 21 · +1.8% on the day
≈ ₹34,692 Cr 50.45 Cr shares × ₹687.60
LARGE-CAP by market cap ≈ ₹34,692 Cr
₹149.31 Cr
FY26 · 3.39% of HSCL turnover
1,76,462
+0.035% of share count
−16.1% adjusted high ₹819.50 (Jul 21)
A 50-minute board meeting, and a tyre business changes hands
Board approves the Scheme of Arrangement: DBRL's Tyre Business demerges into HSCL
At a meeting that ran from 9:00 to 9:50 a.m. IST on Monday, Himadri's board — acting on the recommendations and reports of the Audit Committee and the Committee of Independent Directors — approved a Scheme of Arrangement under Sections 230–232 of the Companies Act, 2013. The scheme transfers the Tyre Business of Dalmia Bharat Refractories Limited (DBRL) — designing, manufacturing and development of all types of tyre and tyre products, with its attributable assets, liabilities, contracts, employees, brands and licences — to HSCL as a going concern, on an as-is-where-is basis. In exchange, HSCL will issue new shares to eligible DBRL shareholders at 1 HSCL share (face value ₹1) for every 260 DBRL shares (face value ₹10). There is no cash consideration. The filing reached the exchange at 09:57 IST, during the session.
Read:The filing's own pre/post table fixes the equity cost: the share count rises from 50,45,74,175 to 50,47,50,637 — 1,76,462 new shares, about 0.035% of the base. The undertaking being acquired did ₹149.31 crore of turnover in FY26, which the filing puts at 3.39% of HSCL's own FY26 turnover.
BSE filing, Sep 21Friday night, the agenda was already public: notice of a board meeting to consider the scheme
At 22:40 IST on Friday, HSCL informed the exchanges that its board would meet on Monday, 21 September, to consider and approve the proposed Scheme of Arrangement with DBRL for the demerger of DBRL's Tyre Business. The notice also invoked the trading-window closure under the company's insider-trading code of conduct.
Read:The transaction was disclosed as agenda before the outcome. Both this notice and Monday's approval could first be traded in the same session — so Monday's +1.8% close-to-close move reflects the pair together, not the approval alone.
BSE filing, Sep 18The approval starts a process rather than completing one. The scheme is subject to approvals from the stock exchanges on which both companies are listed, SEBI, the NCLT, and the respective shareholders and creditors of both companies; it will be filed with the exchanges under Regulation 37 of the SEBI Listing Regulations, and the document itself is to be made available on www.himadri.com. The appointed date is 1 October 2026 — or such other date as the NCLT or another appropriate authority may decide. One more filing frames the weekend: on the same Friday evening, the board approved altering the company's Memorandum of Association by adding new object clauses "to enable the Company to undertake the new business activities", subject to members' approval. That filing does not name the activities, but the timing sits alongside the scheme's.
What 1-for-260 does to the register
Computed by the company on the share entitlement ratio and current shareholding. 53,896 exercisable employee stock options are outstanding; fractional entitlements will be consolidated and issued to a board-nominated trustee, so final numbers may differ marginally.
The dilution question in this scheme is answered by the filing's own table: 1,76,462 new shares against a base of 50,45,74,175 works out to roughly 0.035% of the share count, moving the promoter group from 52.49% to 52.47%. At Monday's ₹687.60 close, those shares are worth about ₹12.1 crore — the entire equity consideration for a business that recorded ₹149.31 crore of turnover in FY26. The entitlement ratio rests on a valuation report dated 20 September 2026, issued jointly by SSPA & Co, Chartered Accountants, and CA Manish Gadia, independent registered valuers; Jajodia Equity Advisors Services Limited, a SEBI-registered Category-I merchant banker, has given a fairness opinion of the same date calling the ratio fair and proper from the perspective of HSCL's shareholders. DBRL's own shareholding pattern — 74.99% promoter group, 25.01% public across 4,58,80,044 shares — does not change under the scheme.
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.
— Annexure I, HSCL board-meeting outcome filing, Sep 21, 2026
The filing presents this as forward integration, not diversification — the tyre business is framed as an extension of the carbon black and advanced carbon materials operations, with expected synergies across raw-material sourcing, product development, manufacturing, logistics and distribution. On today's numbers, the mix shift is small: the undertaking's ₹149.31 crore full-year turnover is 3.39% of HSCL's FY26 turnover by the filing's measure, and roughly a tenth of the ₹1,431.88 crore HSCL booked in Q1 FY27 alone. Whether the integration logic translates into revenue and margin is a question for after the scheme becomes effective; what the filing establishes now is that the entry price in equity terms is modest.
A muted first reaction, well below the July high
Monday's ₹687.60 close is a +1.8% move from Friday's ₹675.35 — the first session in which either the Friday-night notice or the Monday-morning approval could be traded. The stock remains 16.1% below its adjusted 52-week high of ₹819.50, set on July 21, and well above the 52-week low of ₹418.50 from last November. The sharpest move of the past quarter predates the scheme entirely: between August 18 and August 21 the stock fell from ₹781.80 to ₹654.40 on elevated volumes (33.1 million shares on August 19, still 12.5 million on August 20 and 17.3 million on August 21, against 3.3 million on August 18); no HSCL filing in the last-60-day exchange record corresponds to those dates, so this report does not attribute a cause to it.
The base the tyre business joins is growing: Q1 FY27 consolidated revenue of ₹1,431.88 crore is up 28.0% on Q1 FY26's ₹1,118.29 crore, with net profit of ₹228.43 crore and an operating margin of 20.11%. Three straight quarters of rising profit put the acquired undertaking's scale in perspective — at FY26's ₹149.31 crore of turnover, it would need to grow considerably before it moves HSCL's consolidated numbers, which is consistent with the filing's framing of the deal as a value-chain extension rather than a new leg of comparable size.
The approvals that decide the timetable
Reg 37 filing
The scheme goes to the stock exchanges under Regulation 37 and then to SEBI; the full scheme document is to be posted on www.himadri.com — the Share Entitlement Ratio and Record Date definitions sit there.
NCLT process
Shareholder and creditor meetings and NCLT sanction are required before the scheme becomes effective. Any of these steps can alter the timetable.
Appointed date
1 October 2026 as drafted — but the filing itself notes the NCLT or another appropriate authority may decide or approve a different date.
Record date & allotment
Eligible DBRL shareholders on the record date receive 1 HSCL share per 260 DBRL shares; fractional entitlements go to a trustee, so the final new-share count may differ marginally from 1,76,462.
Tyre business in the numbers
After effectiveness, whether the tyre operations appear in HSCL's disclosures — the FY26 base to measure against is ₹149.31 crore of turnover.
What Monday's filing establishes is narrow but concrete: HSCL's board has approved absorbing DBRL's tyre business as a going concern, the equity cost is fixed by formula at 1,76,462 new shares — about 0.035% of the share count, worth roughly ₹12 crore at the current price — and the transfer is drafted to take effect from 1 October 2026, subject to a full chain of exchange, SEBI, NCLT, shareholder and creditor approvals. Neither the dilution nor the immediate revenue impact is large by the filing's own numbers.
The open questions are executional rather than arithmetic. The rationale rests on integrating a tyre manufacturer with a carbon materials supplier — synergies the filing describes but does not quantify. Key monitorables are the Regulation 37 filing and the scheme document itself, the NCLT timetable, and, once the undertaking transfers, whether its contribution becomes visible in HSCL's reported numbers.
Informational and educational content only. Not investment advice.