Belrise Industries Limited has received 'no adverse observations' from the National Stock Exchange of India Limited and BSE Limited regarding its proposed Scheme of Amalgamation with Badve Autocomps Private Limited and Eximius Infra Tech Solutions Private Limited. The exchanges issued observation letters on July 3, 2026, valid for six months, permitting the company to proceed with filing the draft scheme with the National Company Law Tribunal (NCLT). This regulatory clearance is a critical step towards the merger by absorption under Sections 230 to 232 of the Companies Act, 2013.

The observation letters outline several conditions the company must adhere to before and during the NCLT proceedings. Belrise Industries is required to disclose all details of ongoing adjudication, recovery proceedings, and prosecution against the listed entity, its promoters, and directors to the NCLT and shareholders. Additionally, any additional information submitted to the stock exchanges post-filing must be displayed on the company's website.

Regulatory Conditions and Disclosures

The exchanges have mandated specific disclosures to ensure transparency for shareholders. The company must ensure that the financials included in the scheme, particularly those considered for the valuation report, are not older than six months. Furthermore, the proposed equity shares issued under the scheme must be in demat form only.

A key requirement involves providing detailed financial and structural information to shareholders. This includes the assets, liabilities, net worth, and revenue of the companies involved both pre- and post-scheme. The company must also explain the need, rationale, and synergies of the business combination, along with a cost-benefit analysis.

Shareholder Information and Valuation

Belrise Industries must disclose the value of assets and liabilities being transferred from Badve Autocomps Private Limited and Eximius Infra Tech Solutions Private Limited. The exchanges have called for a detailed justification of the valuation basis, including projections considered for the transferor and transferee companies and the impact of the proposed Qualified Institutional Placement (QIP) on the share exchange ratio.

The company is also required to update the latest financials of all three entities on its website and include them in the explanatory statement sent to shareholders. A revised shareholding pattern showing the pre- and post-merger status of Badve Autocomps Private Limited, Eximius Infra Tech Solutions Private Limited, and Belrise Industries Limited must be provided.

Scheme Validity and Next Steps

The validity of the observation letters is six months from July 3, 2026, within which the company must submit the scheme to the NCLT. The exchanges have clarified that this communication does not constitute an approval of the financial soundness of the scheme or the correctness of statements made in the documents. Belrise Industries must file a compliance status report with the exchanges confirming adherence to each point in the observation letter.

Belrise Industries Limited has received shareholder approval to raise funds aggregating up to ₹20,000 million through a Qualified Institutions Placement (QIP). The special resolution was passed with 99.8178% of valid votes in favour, enabling the company to issue equity shares or other equity-linked instruments. This approval allows the firm to secure capital subject to necessary regulatory and governmental clearances.

The postal ballot process, conducted via remote e-voting, saw participation from 870 members who cast valid votes. A total of 748,320,342 valid votes were polled, with 746,957,191 votes supporting the resolution. The voting period commenced on June 1, 2026, and concluded on June 30, 2026.

Voting Breakdown

The scrutinizer’s report detailed the voting patterns across different shareholder categories. Promoters and the Promoter Group cast 591,383,264 votes, all in favour of the resolution. Public Institutions and Public Non-Institutions also participated, with the majority of votes from these segments supporting the fund raise.

Procedural Details

CS Makarand Lele of Makarand Lele & Co., Practicing Company Secretaries, served as the Scrutinizer for the postal ballot. The report was submitted on July 2, 2026, confirming that the resolution secured the requisite majority. The notice for the postal ballot was dated May 29, 2026, and the record date for determining eligibility was May 22, 2026.

A total of 2,46,59,662 votes were declared invalid during the process. The results have been disclosed to the stock exchanges and are available on the company’s website. The approval paves the way for Belrise Industries to proceed with the QIP to bolster its capital structure.