Bhagyanagar India Limited has fixed October 8, 2026 as the record date for the issue and allotment of equity shares pursuant to its proposed composite scheme of arrangement. This decision follows the sanctioning of the scheme by the National Company Law Tribunal (NCLT), Hyderabad Bench.

Merger structure and share ratio

The record date applies to the allotment of shares in the resulting company, Tieramet Limited. The scheme involves the merger of Bhagyanagar Copper Private Limited (the transferor company) with Bhagyanagar India Limited (the transferee company) and Tieramet Limited (the resulting company).

Shareholders will receive equity shares based on a specific exchange ratio defined in the scheme:

Under the terms of the scheme, shareholders will receive one fully paid-up equity share of the resulting company, having a face value of ₹2 each, for every one fully paid-up equity share of the face value of ₹2 each held in the demerged entity.

Instructions for physical shareholders

The resulting company will issue new equity shares exclusively in dematerialized form. Shareholders holding equity shares in physical form are required to submit their demat account details to the Registrar and Transfer Agents, Bigshare Services Private Limited or KFin Technologies Limited, prior to the record date.

Required submissions include:

• Name, address, email address, and contact details
• Copy of self-attested PAN
• Self-attested client master sheet of the demat account

If valid details are not received by the record date, or if electronic credit is not possible, Tieramet Limited will issue the shares to a trustee nominated by its board. These shares will be held in trust until the shareholder provides the necessary demat details to the trustee.

Regulatory compliance

The intimation was made to both the National Stock Exchange and BSE Limited in compliance with Regulation 30 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board meeting concluded at 3:15 pm on September 25, 2026.

The scheme is subject to approvals from respective shareholders and creditors, alongside regulatory clearances. The fixed record date determines which shareholders are eligible to receive the new shares upon completion of the merger process.

Bhagyanagar India Limited has scheduled its 41st Annual General Meeting for September 30, 2026. The meeting will convene via video conference to address ordinary business, including the adoption of financial statements for FY26, alongside several special resolutions.

Shareholders will vote on the re-appointment of Devendra Surana as Managing Director for a three-year term effective from January 17, 2027. The board also seeks approval for cost auditor remuneration and significant related-party transactions involving its wholly-owned subsidiary, Tieramet Limited.

Key Agenda Items

The special business resolutions focus on governance approvals and strategic financial authorizations. The board proposes the re-appointment of Venkateswara Rao Nukala as a director retiring by rotation.

Related Party Transactions

A central item involves approving material related-party transactions with Tieramet Limited. The company seeks shareholder consent to provide loans, guarantees, securities, or investments aggregating up to ₹750 crore.

Tieramet Limited, incorporated on August 29, 2025, operates in manufacturing copper products and renewable energy projects. Bhagyanagar India holds 100% of its paid-up equity share capital. The proposed transaction value represents 31.54% of the listed entity's annual consolidated turnover for the preceding financial year. Funds will be sourced from internal accruals and utilized for principal business activities on an arm's-length basis.

Managing Director Remuneration

Devendra Surana will serve as Managing Director until January 16, 2030. His remuneration is capped at ₹1.6 crore per annum plus 1% commission on net profits. This structure mirrors his previous compensation package. The aggregate remuneration payable to him shall not exceed the statutory limits prescribed under Section 197 of the Companies Act, 2013.

Financial Performance Context

The explanatory statement provides limited financial data for FY26. Total income stood at ₹1,086.92 lakh, while EBITDA was ₹94.2 lakh. Profit before tax reached ₹323.22 lakh, resulting in a profit after tax of ₹220.51 lakh.

What the Numbers Show

Profit before tax (₹323.22 lakh) significantly exceeded EBITDA (₹94.2 lakh), indicating that non-operating items or other income contributed substantially to the pre-tax profit figure. This divergence suggests that operational profitability alone does not fully explain the bottom-line performance for the fiscal year ended March 31, 2026.

Meeting Logistics

E-voting commences on September 27, 2026, at 9:00 am and concludes on September 29, 2026, at 5:00 pm. The register of members and share transfer books remain closed from September 24, 2026, to September 30, 2026.