Astral Limited Approves Composite Scheme of Arrangement for Demerger and Amalgamation
Astral Limited's Board approved a Composite Scheme of Arrangement. This includes demerging its Chemicals Business Undertaking into Astral Chemie Limited and amalgamating Al-Aziz Plastics Private Limited into Astral Limited. The demerged chemicals business had a turnover of ₹1266.3 crore in FY26. A 1:1 share swap ratio is proposed for the demerger.
The composite scheme of arrangement involves significant corporate restructuring, including a demerger and amalgamation of subsidiaries, which is expected to create distinct business verticals with focused management and capital allocation, potentially leading to significant operational and financial changes for the company and its shareholders.
The announcement details a strategic corporate restructuring through demerger and amalgamation, which is expected to create focused businesses, accelerate growth, and enhance shareholder value. The management commentary is positive, highlighting the long-term benefits.
Astral Limited announced today, June 25, 2026, that its Board of Directors has approved a Composite Scheme of Arrangement involving three companies: Astral Limited (the Demerged/Transferee Company), Astral Chemie Limited (formerly Astral Coatings Private Limited, the Resulting Company), and Al-Aziz Plastics Private Limited (the Transferor Company).
The scheme involves the demerger of Astral Limited's Chemicals Business Undertaking, including its assets and liabilities, into Astral Chemie Limited on a going concern basis. This demerged business had a turnover of ₹12,663 million (1266.3 crore) for the year ended March 31, 2026, representing 21% of Astral Limited's total turnover.
Concurrently, Al-Aziz Plastics Private Limited will be amalgamated into Astral Limited. The standalone audited financials for the year ended March 31, 2026, show Astral Limited with a total turnover of ₹59,076 million (5907.6 crore) and a net worth of ₹41,058 million (4105.8 crore). Al-Aziz Plastics Private Limited had a turnover of ₹373 million (37.3 crore) and a net worth of ₹215 million (21.5 crore).
The demerger aims to create a focused chemicals platform under Astral Chemie, consolidating adhesives, sealants, construction chemicals, paints, and coatings businesses. This will allow for specialized management, targeted growth, and focused capital deployment. The amalgamation of Al-Aziz Plastics into Astral Limited is intended to integrate complementary products and capabilities within the Plumbing Business, enhancing product portfolio and manufacturing capabilities.
Following the demerger, Astral Chemie Limited will issue one equity share of face value ₹1 for every one equity share held in Astral Limited, creating a 1:1 share swap ratio. The Resulting Company's shares are proposed to be listed on the stock exchanges. The Scheme is subject to requisite approvals from the National Company Law Tribunal, SEBI, stock exchanges, and other regulatory authorities, as well as shareholders and creditors.
Mr. Sandeep Engineer, Managing Director of Astral Limited, stated that this restructuring is a fast growth-enabling initiative designed to create two stronger, more agile businesses with dedicated leadership and independent capital allocation, ultimately accelerating their growth and creating long-term value for stakeholders.
What to do with a filing like this
Astral Limited filed this with the NSE as a statutory disclosure, categorised under demerger. It is a primary document, not a recommendation, and the desk marks it high impact, which is the band that most often changes something.
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See the model portfoliosA plain-language summary of a public exchange filing by Astral Limited. Read the original for the full detail.