Description

NCLT approved demerger of DMC Unit and GT Unit from Dalmia Bharat Sugar and Industries Limited to Dalmia Bharat Refractories Limited with record date of October 31, 2025.

Summary

Dalmia Bharat Sugar and Industries Limited (Scrip Code 500097) has received approval from the Hon’ble National Company Law Tribunal, Chennai Bench for a Scheme of Arrangement involving the demerger of its DMC Unit and GT Unit to Dalmia Bharat Refractories Limited. The record date is set for October 31, 2025, and shareholders will receive 1 equity share of Rs. 10 face value in the Resulting Company for every 48.18 equity shares of Rs. 2 face value held in the Demerged Company. The scrip will be transferred from ‘A’ Group to ‘T’ Group and will trade under Special Pre-open Session (SPOS) on the ex-entitlement date.

Key Points

  • NCLT Chennai Bench has approved the Scheme of Arrangement (Demerger) between Dalmia Bharat Sugar and Industries Limited (Demerged Company) and Dalmia Bharat Refractories Limited (Resulting Company)
  • DMC Unit and GT Unit of DBSIL will be demerged into Dalmia Bharat Refractories Limited
  • Share entitlement ratio: 1 equity share (FV Rs. 10) of Resulting Company for every 48.18 equity shares (FV Rs. 2) of Demerged Company
  • Record date fixed: October 31, 2025
  • Ex-entitlement date: October 31, 2025 (Settlement No. DR-747/2025-2026)
  • Trading group change: Scrip will move from ‘A’ Group to ‘T’ Group effective October 31, 2025
  • Special Pre-open Session (SPOS) call auction applicable on October 31, 2025

Regulatory Changes

Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated November 2, 2010, the equity shares of Dalmia Bharat Sugar and Industries Limited will be transferred from ‘A’ Group to ‘T’ Group effective October 31, 2025. This is a standard procedure for scrips undergoing corporate actions like demergers.

Pursuant to SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012, the scrip will trade under Call Auction in Pre-open Session (Special Pre-open Session) on October 31, 2025.

Compliance Requirements

  • Trading members must note the transfer of DBSIL scrip from ‘A’ Group to ‘T’ Group effective October 31, 2025
  • Trading members should refer to Exchange notice no. 20120216-29 dated February 16, 2012 for detailed information on Special Pre-open Session procedures
  • Members must process the entitlement of 1 equity share of Dalmia Bharat Refractories Limited for every 48.18 equity shares of DBSIL held by shareholders as on record date
  • Shareholders and trading members must account for the change in trading mechanism (SPOS) on the ex-entitlement date

Important Dates

  • Record Date: October 31, 2025 - Date for determining shareholder entitlement for the demerger
  • Ex-Entitlement Date: October 31, 2025 (Settlement No. DR-747/2025-2026) - Trading commences on ex-basis from this date
  • Transfer to T Group: October 31, 2025 - Scrip moves from A Group to T Group
  • Special Pre-open Session: October 31, 2025 - Scrip will trade under call auction in SPOS

Impact Assessment

Shareholder Impact: Existing shareholders of Dalmia Bharat Sugar and Industries Limited will receive shares in Dalmia Bharat Refractories Limited based on the specified ratio (1:48.18). This corporate restructuring separates the DMC Unit and GT Unit operations into a separate listed entity, potentially unlocking value and providing focused investment opportunities.

Trading Impact: The transfer to ‘T’ Group indicates temporary trading restrictions typical for corporate actions. The Special Pre-open Session requirement ensures price discovery through call auction mechanism on the critical ex-entitlement date, protecting investors from excessive volatility.

Market Impact: This is a significant corporate restructuring of a listed company involving business unit separation. The demerger creates two independent entities allowing investors to value each business separately. The specified entitlement ratio suggests substantial value allocation to the refractories business.

Operational Impact: Trading members must update their systems to reflect the group change, handle the entitlement calculations, and ensure smooth processing of the new share allotments. The SPOS mechanism requires members to participate in call auction procedures on October 31, 2025.

Impact Justification

Major corporate restructuring affecting shareholders with specific entitlement ratio and trading mechanism changes including transfer to T Group and SPOS requirement