BN Agrochem Limited’s Board of Directors approved acting as a co-borrower or corporate guarantor for a ₹15 crore credit facility extended to its related party, B.N. Agritech Limited. The decision, taken during a board meeting on August 11, 2026, exposes the listed entity to contingent liabilities up to the full value of the loan unless invoked by the lender. Shareholders must approve this arrangement at the upcoming Annual General Meeting (AGM), as it falls under Sections 180(1)(c) and 186 of the Companies Act, 2013.

The transaction involves SMFG India Credit Company Limited, which sanctioned a Purchase Invoice Finance Facility to B.N. Agritech Limited. BN Agrochem will provide credit support by acting as a co-borrower or corporate guarantor. The agreement is unsecured. Mr. Anubhav Agarwal serves as the common promoter for both entities, establishing the related-party nature of the transaction. The Board noted that no financial or operational impact is foreseen until such time as the lender invokes the corporate guarantee.

In other developments, the Board approved the notice for the 35th Annual General Meeting, scheduled for September 23, 2026, at 01:30 P.M. (IST). The meeting will be conducted through video conferencing or other audio-visual means (OVAM) in accordance with General Circular No. 03/2025 issued by the Ministry of Corporate Affairs. The cut-off date for determining voting eligibility is September 18, 2026.

The company appointed M/s Mehta & Mehta, represented by partner S. Nayan Handa, as the scrutinizer to conduct e-voting. National Security Depository Limited was appointed as the remote e-voting agency for the resolutions proposed at the AGM.

Additionally, based on the Audit Committee’s recommendation, the Board appointed M/s JSMG & Associates, Chartered Accountants, as the Tax Auditor for the financial year 2026-27. The appointment is for a term of one year, effective August 11, 2026. M/s JSMG & Associates is an Agra-based firm providing services in accounting, direct taxes, audit assurance, GST, and legal secretarial matters.

The National Company Law Tribunal (NCLT), Mumbai Bench, has directed BN Agrochem Limited to convene a meeting of its equity shareholders to consider and approve a scheme of amalgamation with A1 Agri Global Limited, B.N. Agritech Limited, and Salasar Balaji Overseas Private Limited. The order, dated June 19, 2026, mandates that the meeting be held within 60 days of the order's upload on the NCLT portal via video conferencing or other audio-visual means. The scheme aims to achieve operational integration, centralized procurement, and better facility utilisation.

The amalgamation scheme involves the transfer of three entities into BN Agrochem Limited, the transferee company. The appointed date for the scheme is April 1, 2025. The rationale for the merger includes pooling of resources to reduce operational costs, improving negotiating power through centralized procurement, and enhancing marketing capabilities by offering a broader portfolio of services. The combined entity expects to achieve greater management focus and efficiency in working capital management.

The NCLT has specified the share exchange ratios for the amalgamation. Shareholders of A1 Agri Global Limited will receive 122 equity shares of BN Agrochem Limited for every 100 shares held. Shareholders of B.N. Agritech Limited will receive 164 equity shares for every 100 shares held, while shareholders of Salasar Balaji Overseas Private Limited will receive 301 equity shares for every 100 shares held. All shares issued will be of ₹10 each, credited as fully paid up.

The tribunal has dispensed with holding meetings for the equity shareholders and unsecured creditors of the three transferor companies as they have provided consent affidavits. However, the meeting for the equity shareholders of BN Agrochem Limited is required. The company has 9,296 equity shareholders as of February 28, 2026. Mr. Kuldeep Kumar Kareer, Former Member (J), NCLT, has been appointed as the Chairperson for the meeting, and Mr. Hrishikesh Wagh will serve as the Scrutiniser.

The order details the financial obligations and creditor consents. As of February 28, 2026, the transferor companies have significant secured and unsecured creditor outstanding amounts. Meetings for secured creditors of the transferor companies will also be convened via video conferencing. The transferee company has no secured creditors. The notice for the shareholder meeting will be advertised in Business Standard and Nav Shakti at least 30 days before the meeting date.

Share Capital Details

The authorised and paid-up share capital of the applicant companies as of December 31, 2025, is detailed below:

Key Meeting Appointments

The company is required to file an affidavit of service and a compliance report within 10 working days of serving notices to all regulatory authorities, including the Regional Director, Western Region, Mumbai, and the Jurisdictional Registrar of Companies.