Outcome of Board Meeting

Himadri Ref. No: HSCL/Stock-Ex/2026-27/59 Date: 21/09/2026 E-mail: monika@himadri. om Ref: Listing Code: 500184 Ref: Listing Code: HSCL BSE Limited National Stock Exchange of India Ltd Department of Corporate Services Exchange Plaza, C-1, Block-G P. J. Towers, 25th Floor, Bandra Kurla Complex, Dalal Street, Sandra (E) Mumbai- 400 001 Mumbai- 400 051 Sub: Outcome of Board Meeting held on 21 September 2026 - pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Ref: Scheme of Arrangement between Dalmia Bharat Refractories Limited ('Demerged Company ) and Bimad1·i Speciality Chemical Ltd ('Resulting Company') and their respective shareholders and creditors under Section 230-232 and other applicable provisions of the Companies Act, 2013 Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, this is to inform you that based on the recommendations and reports of the Audit Committee and Committee of Independent Directors, the Board of Directors ("Board") of Himadri Speciality Chemical Ltd at its meeting held today i.e., on 21 September 2026, inter-alia, has considered and approved the Scheme of Arrangement between Dalmia Bharat Refractories Limited ("DBRL" or "Demerged Company") and Himadri Speciality Chemical Ltd ("HSCL" or "Resulting Company" or "Company") (collectively referred to as "Companies") and their respective shareholders and creditors pursuant to Section 230 to 232 read with other applicable provisions of the Companies Act, 20 I 3 and the rules framed thereunder ("Scheme"). The Scheme, inter-alia, provides for demerger by way of transfer and vesting of the Tyre Business of DBRL ("Demerged Undertaking") from DBRL to HSCL as a going concern, on an as is where is basis, and the consequent issuance of Resulting Company New Shares (as defined in the Scheme) by HSCL to the eligible shareholders of DBRL in accordance with the Share Entitlement Ratio (as defined in the Scheme) in the manner set forth in the Scheme. The Scheme is, inter-alia, subject to receipt of requisite approvals from statutory and regulatory authorities including stock exchanges where the Demerged Company and Resulting Company are listed ("Stock Exchanges"), Securities Exchange Board of India ("SEBI"), National Company Law Tribunal ("NCLT"), and the respective shareholders and creditors (as applicable) of the Companies and other applicable statutory, regulatory or governmental authorities. The Scheme will be filed with the Stock Exchanges as per the applicable provisions of Regulation 37 of the SEBI Listing Regulations read with the relevant SEBI Circulars as amended from time to time: Hlmadrl Speciality Chemical Ltd (Formerly known as Himadri Chemicals & Industries Limited) CIN: L27106WB1987PLC042756 Regd. Office: 23A, Netaji Subhas Road, 8th Floor, Kolkata - 700 001, India Corp. Office: 8, India Exchange Place, 2nd Floor, Kolkata - 700 001, India Tel: 91-33-2230-9953, 2230-4363, Fax: 91-33-2230-9051, Website: www.himadri.com Himadri The Scheme as approved by the Board of the Company would be available on the website of the Company at www.himadri.com. The details required under Regulation 30 read with Schedule III of the SEBI Listing Regulations and SEBI Master Circular No. Ho/49/l 4/l 4(7)2025-Cfd-Pod2/l/3 762/2026 dated January 30, 2026, is enclosed as Annexure I. The Meeting of the Board of Directors commenced at 9:00 a.m. (1ST) and concluded at 9:50 a.m. (1ST). We request you to take the same on record. Thanking you, Yours faithfully, For Himadri Speciality Chemical Ltd ,"I~~~ -~'-l, Monika Saraswat :,O,q, 01011w G.. ......, ,. Company Secretary & Compliance Officer ACS: 29322 Encl: as above Hlmadrl Speciality Chemical Ltd (Formerly known as Himadri Chemicals & Industries Limited) GIN: L27106WB1987PLC042756 Regd. Office: 23A, Netaji Subhas Road, 8th Floor, Kolkata - 700 001, India Corp. Office: 8, India Exchange Place, 2nd Floor, Kolkata - 700 001, India Tel: 91-33-2230-9953, 2230-4363, Fax: 91-33-2230-9051, Website: www.himadri.com Himadri Annexure I Details required under Regula.tion 30 read with Schedule III of the SEBI Listing Regulations and the relevant SEBI Master Circular· No. Ho/49/14/14(7)2025-Cfd-Pod2/I/3762/2026 dated January 30, 2026 are provided hereunder: S.No. Particulars Details 1. Brief details of the division The Scheme, inter-aha, provides for de merger by way of transfer as a to be demerged 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 I October 2026, or such other date as the Hon 'ble NCL T 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. 2. Turnover of the demerged Turnover of the Demerged Undertaking as on 31 March 2026, was division and as percentage INR 149.31 crores, which constitutes 3.39% of total turnover of to the total turnover of the Resulting Company in the immediately preceding financial year / listed entity in the based on financials of last financial year (i.e. for year ended 31 March immediately preceding 2026). financial year / based on financials of the last financial year; 3. Rationale for the The Board of Directors, after considering the nature of the Demerged demerger of the De merged Undertaking, its future requirements, respective strengths and strategic Undertaking from the objectives of Resulting Company, is of the view that the proposed Demerged Company into Demerger would provide a more focused ownership and robust the Resulting Company 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. Himadri Speciality Chemical Ltd (Formerly known as Himadri Chemicals & Industries Limited) CIN: L27106WB1987PLC042756 Regd. Office: 23A, Netaji Subhas Road, 8th Floor, Kolkata - 700 001, India Corp, Office: 8, India Exchange Place, 2nd Floor, Kolkata - 700 001, India Tel: 91-33-2230-9953, 2230-4363, Fax: 91-33-2230-9051, Website: www.himadri.com Himadri S.No. Particulars Details 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 [Showing first 8,000 characters — download PDF for full document]