BirlaNu Limited has announced a significant enhancement to its corporate guarantee framework, with the Board of Directors approving an increase in guarantee limits for its international operations. The decision was made during the board meeting held on March 27, 2026, demonstrating the company's commitment to supporting its overseas subsidiaries' growth and financing requirements.

Board Decision Details

The board granted in-principal approval for enhancing the corporate guarantee limit from Euro 45 million to Euro 55 million, representing an increase of Euro 10 million. This enhancement includes guarantee provisions in the form of Stand-by Letter of Credit facilities, providing greater financial flexibility for the company's German operations.

Beneficiary and Purpose

The enhanced corporate guarantee will be provided in favour of banks on behalf of BirlaNu International GmbH, Germany, which serves as the company's wholly-owned subsidiary, along with its subsidiaries. The guarantee framework is designed to secure both existing and future loan facilities that may be availed by BirlaNu International GmbH and its subsidiary companies as operational requirements arise.

The guarantee structure includes traditional corporate guarantee mechanisms as well as Stand-by Letter of Credit arrangements, providing banks with multiple security options when extending credit facilities to the German operations.

Regulatory Compliance

The decision was made pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has indicated that relevant details required under SEBI Listing Regulations, read with SEBI Master Circular Ref. No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, will be submitted at the time of execution of the corporate guarantee.

This enhancement reflects BirlaNu Limited's strategic approach to supporting its international subsidiaries while maintaining compliance with regulatory requirements and providing adequate financial backing for overseas operations.

BirlaNu Limited has successfully obtained approval from the National Company Law Tribunal (NCLT) Kolkata for its comprehensive amalgamation scheme involving five transferor companies. The tribunal's order dated March 10, 2026, marks a significant milestone in the company's strategic consolidation efforts.

NCLT Approval Details

The NCLT Kolkata Division Bench approved the scheme of amalgamation through Company Petition C.P.(CAA) No 137/KB/2025. The approved scheme involves the merger of five transferor companies with BirlaNu Limited as the transferee company.

Companies Involved in Amalgamation

The amalgamation scheme encompasses five transferor companies, all of which are subsidiaries of BirlaNu Limited. The structure involves one wholly-owned subsidiary and four step-down subsidiaries.

Transferor Companies:

• Crestia Polytech Private Limited (Transferor Company 1) - wholly-owned subsidiary
• Aditya Poly Industries Private Limited (Transferor Company 2) - step-down subsidiary
• Aditya Polytechnic Private Limited (Transferor Company 3) - step-down subsidiary
• Prabhu Sainath Polymers Private Limited (Transferor Company 4) - step-down subsidiary
• Topline Industries Private Limited (Transferor Company 5) - step-down subsidiary

All transferor companies are registered in Bihar, while BirlaNu Limited is registered in Telangana. The company was formerly known as HIL Limited and changed its name to BirlaNu Limited on March 19, 2025.

Scheme Implementation and Benefits

The NCLT order becomes effective once certified copies are filed with the respective Registrar of Companies by both transferor and transferee companies. The scheme is designed to achieve several operational synergies and strategic benefits.

Key Benefits Identified:

• Enhanced productivity through combined manufacturing facilities and administrative operations
• Reduced redundancies and optimized resource utilization across manufacturing, procurement, and supply chain management
• Simplified management structure with unified operations oversight
• Improved decision-making speed and cohesive corporate culture
• Greater career growth opportunities for employees within a larger organization
• Expanded product portfolio and improved service delivery for customers

Regulatory Compliance and Approvals

The scheme received comprehensive regulatory scrutiny and compliance verification. The Board of Directors of all companies unanimously approved the amalgamation scheme on February 6, 2025. Since BirlaNu Limited is a listed company with shares trading on BSE and NSE, the company ensured compliance with SEBI regulations.

The scheme does not require prior SEBI approval as it involves merger of wholly-owned subsidiaries with their holding company under Regulation 37(6) of SEBI LODR. However, BirlaNu Limited has filed necessary disclosures with BSE and NSE as required.

Financial and Operational Impact

The amalgamation represents an internal restructuring exercise with no new share issuance by BirlaNu Limited. The transferor companies' entire share capital will be cancelled upon scheme effectiveness. All assets, liabilities, rights, and obligations of the transferor companies will transfer to BirlaNu Limited from the appointed date of April 5, 2024.

The NCLT noted that the aggregate value of assets of both transferor and transferee companies far exceeds their aggregate liabilities, ensuring no adverse impact on creditor rights. The scheme maintains positive net-worth for BirlaNu Limited and strengthens its financial position through consolidated operations.