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Orient Refractories’merger may boost shareholder value

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Post-merger, the combined entity will have operating revenue of Rs 1236 crore on proforma basis, two production facilities and over 700 employees.

The BSE-listed Orient Refractories has announced merger of its two unlisted subsidiaries – RHI India and RHI Clasil – with itself for better operational efficiency and simplify holding structure. The merger through the proposed scheme is expected to be completed over the next 9-12 months. Orient Refractories is the leading manufacturer and supplier of special refractory products, systems and services. Post the merger, the shareholding of RHI Magnesita, through Dutch US Holding BV and other group companies, in the combined company is likely to be 70 per cent, said Orient Refractories early in August 2018. Furthermore, about 5 per cent of the shareholding will be held by certain individual shareholders of RHI Clasil who are not part of the RHI Magnesita group, the world’s largest refractory player. All three companies are part of the London Stock Exchange listed RHI Magnesita, a leading global supplier of high-grade refractory products, systems and services.

Parmod Sagar, Managing Director, Orient Refractories, said the merger will strengthen operations, significantly expand product offerings and sales platform to access a much larger client base and allow for a pooling of resources and know-how. ”We believe that this will act as a strong platform from which we can embark on the next phase of our growth and unlock significant value for the shareholders.’

As part of the merger, Orient Refractories will issue 7,044 equity shares (with face value of Rs 1 each) for every 100 equity shares of RHI India (Rs 10 face value each) and 908 equity shares for every 1,000 equity shares of RHI Clasil (Rs 10 face value each). Pursuant to the scheme, share base of Orient Refractories will increase from 120.1 million to about 161 million.

Orient Refractories is 69.6 per cent owned by RHI Magnesita. RHI India, takes care of sales and offers full range of refractories and related services while RHI Clasil, which is 53.7 per cent owned by RHI Magnesita, manufacturer and supplier of mainly Alumina-based refractories for the steel and cement industries.

RHI Magnesita is a global refractory supplier, with revenue of 2.7 billion euros in 2017. It has more than 14,000 employees in 35 main production sites and more than 70 sales offices. Refractory products are used in high-temperature industrial processes like production of steel, cement, glass, etc.

In India, the combined company is estimated to have operating revenue of Rs 1,235.6 crore as against the Rs 626.8 crore posted by Orient Refractories in fiscal 2018 ended in March 2018. It will have two production facilities with over 700 employees. After the completion of the merger, Orient Refractories is proposed to be renamed RHI Magnesita India.

In order to strengthen its position in India, RHI Magnesita had acquired 43.6 per cent of Orient Refractories in 2013. After a mandatory open offer that followed the deal, it currently holds a 69.6 per cent stake. RHI India, a wholly owned subsidiary of the parent, is the Indian sales company of the RHI Magnesita group. RHI Clasil is a manufacturer and supplier of mainly alumina-based refractories for the steel and cement industries and is 53.7 per cent-owned by RHI Magnesita.

"The merger marks an important milestone towards expanding RHI Magnesitas market leadership in the refractory market of India. We are convinced that one strong entity, organisation and management in India will increase long term value for all stakeholders," said Stefan Borgas, CEO, RHI Magnesita. This merger significantly enhances the profile of RHI Magnesita in India and creates a stable umbrella under which the immense growth potential we see in the Indian market can be tapped more effectively and efficiently.

”We believe, the proposed merger will create significant value for shareholders. The combined entity will have operating revenue of Rs 12,356 million, EBITDA of Rs 2,322 million, PAT of Rs 1,406 million (on FY18 proforma basis) and outstanding shares of 161 million (versus approximately 120 million in ORL). This implies FY18 proforma EPS of about Rs 8.7, indicating approximately 22 per cent accretion over ORL’s FY18 EPS of Rs 7.1. RHI Magnesita will hold about 70 per cent of the combined entity and ORL’s minority shareholders will hold about 23 per cent," said Shradha Sheth, Edelweiss Research in a note after the merger announcement. Orient Refractories’Q1FY19 revenue grew a strong 23 per cent year-on-year (YoY) and PAT jumped approximately 34 per cent YoY.

”This merger is part of RHI Magnesita’s strategic pillar "markets" which focuses on building a global presence with strong local organisations and solid market positions. India’s growth prospects in the refractory market derive primarily from the steel sector, which is by far RHI Magnesita’s largest customer industry (74% of 2017 pro-forma revenues)… With one strong and integrated local organisation, the industry’s most comprehensive product portfolio and proven supply and sales capabilities RHI Magnesita India will be optimally positioned to leverage the positive local market developments in India," RHI Magnesita said in its global announcement.

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Concrete

Cement Makers Reaffirm Commitment to Sustainable Growth

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World Environment Day spotlight on innovation and circularity

On World Environment Day, the Indian cement industry reiterated its commitment to supporting India’s climate ambitions through sustainable manufacturing, resource efficiency and the adoption of cleaner technologies.

The Cement Manufacturers’ Association (CMA) said the sector remains aligned with the Government of India’s Net Zero commitments and is accelerating efforts to reduce its environmental footprint while supporting the country’s infrastructure and development agenda.

Parth Jindal, President, CMA and Managing Director, JSW Cement, said the industry is increasingly adopting cleaner technologies, improving energy efficiency and expanding the use of alternative fuels and raw materials. He also highlighted the growing importance of circular economy practices, where industrial by-products and waste streams from one sector are utilised as resources in another.

“The Indian Cement Industry is aligned to the Government’s commitments on carbon mitigation and is accelerating the adoption of cleaner technologies, resource efficiency and circular economy practices while actively exploring the potential of Carbon Capture, Utilisation and Storage (CCUS) as a critical pathway for deep decarbonisation,” said Jindal.

He added that coprocessing industrial waste and by-products helps conserve natural resources, reduce disposal requirements and lower the environmental footprint across multiple sectors.

According to Jindal, sustainability is no longer limited to manufacturing processes but is increasingly influencing investment decisions, innovation strategies and long-term growth plans within the industry.

Echoing similar views, Dr Raghavpat Singhania, Vice President, CMA and Managing Director, JK Cement, said sustainable development extends beyond emissions reduction and must also focus on responsible resource utilisation and waste minimisation.

“Sustainability in the built environment cannot be measured by emissions alone. It is equally about how efficiently we use resources, how effectively we minimise waste and how responsibly we create the infrastructure that will serve future generations,” said Singhania.

He noted that the cement industry is advancing its sustainability agenda through greater resource efficiency, increased circularity, technological innovation and continuous improvements in manufacturing practices. As a key contributor to India’s infrastructure development, the sector has a critical role to play in balancing economic growth with environmental responsibility.

On the occasion of World Environment Day, industry leaders reaffirmed their commitment to supporting India’s climate goals while delivering the materials required for resilient, durable and sustainable infrastructure.

 

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Concrete

Building a Greener Future Together

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Environmental sustainability requires immediate action, not just long-term commitments and discussions. Recycling, circular economy practices, and technology-driven waste management can help industries reduce environmental impact while supporting sustainable growth.

Author: Jignesh Kundaria, Director and CEO, Fornnax Technology

World Environment Day serves as an important reminder that environmental sustainability can no longer remain confined to discussions, reports, or long-term commitments. The environmental challenges facing the world today demand immediate, measurable, and collective action. Across industries and communities, waste generation continues to outpace our ability to process it responsibly, placing increasing pressure on ecosystems, natural resources, public health, and the well-being of future generations.

One of the most significant shifts required today is a change in how society perceives waste. Rather than being viewed as a material to be discarded, waste must be recognised as a valuable resource that can contribute to both economic growth and environmental protection when managed through the right technologies and systems. This mindset forms the foundation of the circular economy model that countries across the world are increasingly adopting to reduce landfill dependence, recover valuable materials, and create more sustainable industrial ecosystems.

India has made meaningful progress in strengthening awareness around sustainability, recycling, and environmental responsibility over the past decade. Significant efforts are being made to formalise the recycling sector through improved infrastructure, technology adoption, policy implementation, and broader stakeholder participation. These developments are creating a stronger foundation for responsible waste management and resource recovery across the country.

However, achieving long-term environmental impact requires collaboration from all stakeholders. Industries, policymakers, technology providers, and communities must work together with greater accountability to strengthen recycling ecosystems, encourage responsible waste management practices, and create sustainable outcomes through consistent execution rather than temporary interventions.

As someone closely associated with the recycling industry, I firmly believe that technology will play a decisive role in addressing future environmental challenges. Advanced recycling systems have the potential to recover valuable resources, reduce pollution, minimise landfill burdens, and conserve energy, creating a more sustainable future for generations to come. This belief is deeply reflected in Fornnax’s motto, “Committed to Create a Green Future,” which embodies our commitment to building long-term environmental value through innovation and responsible action.

At the same time, technology alone cannot deliver meaningful change. Real progress requires intent, awareness, participation, and a shared sense of responsibility. Sustainable development can only be achieved when innovation is supported by collective action and a genuine commitment to environmental stewardship.

On this World Environment Day, let us move beyond conversations and take meaningful steps towards creating a cleaner, greener, and more sustainable planet. By embracing innovation, strengthening recycling ecosystems, and acting responsibly today, we can create lasting environmental impact and secure a better future for generations to come.

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Concrete

Dalmia Bharat Acquires Jaiprakash Associates Cement Assets for ₹2,850 Crore

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Dalmia Cement executed a Business Transfer Agreement with Jaiprakash Associates and Adani Infra, to acquire 5.2 MnTPA of cement capacity across Madhya Pradesh and Uttar Pradesh.

Dalmia Cement (Bharat) announced on May 22, 2026 that it had signed a Business Transfer Agreement with Jaiprakash Associates Limited and Adani Infra (India) Limited for the acquisition of cement plants located at Rewa in Madhya Pradesh and Churk, Chunar and Sadwa in Uttar Pradesh. The deal was struck at an enterprise value of ₹2,850 crore and is expected to close within two weeks of execution.

The acquired assets from Jaiprakash Associates include 5.2 MnTPA of cement capacity and 3.3 MnTPA of clinker capacity. The package also covers 99 MW of thermal power capacity and railway sidings at Rewa, Chunar, and a common siding at Churk. This infrastructure gives the acquisition immediate operational utility beyond just production tonnage.

The transaction has a long backstory. Dalmia Cement had originally entered into a framework agreement with Jaiprakash Associates in December 2022, covering the sale of these business assets along with a long-term clinker supply arrangement. However, before the deal could be completed, Jaiprakash Associates was admitted to insolvency proceedings under the Insolvency and Bankruptcy Code. The earlier agreements could not be consummated as a result.

In an official statement, Puneet Dalmia, Managing Director & CEO, Dalmia Bharat, said, “I am very excited about addition of these assets in our portfolio. This serves as a great strategic fit for Dalmia. It helps us move forward in our journey to be a pan India player and provide a strong head start to serve the high potential markets in Central region. I am optimistic that the expansion potential of these assets along with close proximity with Dalmia’s captive mines will help us create a capacity hub for the future”.

Following the approval of Adani Group’s resolution plan for Jaiprakash Associates under the IBC framework, Dalmia approached the new management to revive discussions. The fresh Business Transfer Agreement was executed to settle all pending disputes, legal proceedings, and arbitration matters arising from the original framework agreement with Jaiprakash Associates.

Expanding market reach

Dalmia added, “Our familiarity with these assets under the earlier tolling arrangement gives us a deep understanding of the facilities and helps us establish strong connect with channel partners and vendors. We believe that this will help us in faster ramp up of capacities and quicker inroads into the market. As we look forward, I am very confident that we will be able to leverage the strengths of Dalmia to operate these assets in a manner where we can maximise value creation for all our stakeholders.”

With the addition of these plants, Dalmia Bharat’s total installed cement capacity will rise to 54.7 MnTPA upon consummation. The company has further expansion projects underway at Belgaum, Pune, and Kadapa, which are expected to take overall capacity to 66.7 MnTPA by Q2 to Q3 FY28.

The Central India location of the Jaiprakash Associates plants gives Dalmia Bharat faster access to markets in Madhya Pradesh and Uttar Pradesh than a greenfield build would have allowed. The company also cited debottlenecking and brownfield expansion as near-term opportunities at the acquired sites. Dalmia Bharat said the assets were expected to contribute positively to EBITDA and overall returns, given the pricing environment in the region and the company’s cost structure.

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