BirlaNu Limited has secured approval from the National Company Law Tribunal (NCLT), Hyderabad Bench, for its scheme of amalgamation with wholly owned subsidiary Clean Coats Private Limited. The order, dated October 6, 2026, sanctions the merger under Sections 230 to 232 of the Companies Act, 2013, with an appointed date of November 11, 2025.

The tribunal allowed the company petition filed by BirlaNu as the transferee company and Clean Coats as the transferor company. The bench, comprising Member (Judicial) Rajeev Bhardwaj and Member (Technical) Sanjay Puri, observed that the scheme is fair, reasonable, and not contrary to public policy. All statutory compliances under the Companies Act were deemed satisfied.

Scheme structure and consideration

Since Clean Coats is a wholly owned subsidiary of BirlaNu, the scheme involves no issuance of shares or cash consideration to shareholders. Upon effectiveness, the entire share capital of Clean Coats will stand cancelled without any further act or deed. All assets, rights, powers, and liabilities of the transferor company will vest in BirlaNu with effect from the appointed date.

Regulatory observations and compliance

The Regional Director and Official Liquidator raised queries regarding statutory liabilities, employee protection, and tax demands. BirlaNu undertook to preserve books of accounts and ensure that all statutory liabilities, including those of the transferor company, remain intact post-merger. The Income Tax Department noted pending proceedings and outstanding demands against BirlaNu. The tribunal directed the transferee company to discharge all outstanding dues of the transferor company, including interest and penalties, to safeguard revenue interests.

What the numbers show

The scheme highlights a consolidation strategy within the BirlaNu group. Clean Coats, engaged in specialty coatings and construction chemicals, operates from Maharashtra, while BirlaNu’s registered office is in Telangana. The rationale cited includes reducing redundancies in manufacturing and distribution, simplifying management structures, and optimizing governance. By merging a wholly owned subsidiary, BirlaNu eliminates separate compliance costs for Clean Coats while retaining its operational capabilities within a unified corporate entity.

Next steps

The scheme will come into effect upon filing certified copies of the orders sanctioning it with the respective Registrars of Companies. A parallel petition for Clean Coats is currently pending before the NCLT Mumbai Bench. BirlaNu must file the order with the Registrar of Companies within 30 days of receiving the certified copy.

BirlaNu Limited will host a virtual meeting with a group of institutional investors and funds on September 23, 2026. The session is scheduled for 2:00 pm IST.

The disclosure was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company filed the intimation with both the BSE Limited and the National Stock Exchange of India Limited on September 18, 2026.

Meeting Details

The engagement is structured as a virtual interaction. The schedule remains subject to change due to exigencies on the part of the investor, broking house, or the company.

Information Disclosure

BirlaNu explicitly stated that no unpublished price-sensitive information (UPSI) is proposed to be shared during the meeting. This assurance aligns with standard regulatory protocols for such engagements.

The full disclosure is available on the company’s website. Nidhi Bisaria, Company Secretary and Compliance Officer of BirlaNu Limited (formerly HIL Limited), signed the filing.