BN Agrochem Limited received an order from the National Company Law Tribunal (NCLT) granting a 90-day extension to convene meetings for its proposed scheme of amalgamation. The extension applies to equity shareholders of the transferee company and secured creditors of the transferor entities.

The order, dated August 13, 2026, was uploaded on October 1, 2026. It allows the applicant companies additional time to complete internal approval processes and issue necessary authorizations for representatives to attend and vote at the scheduled meetings. The tribunal noted that the delay was neither intentional nor deliberate.

Scope of the Amalgamation

The scheme involves the merger of three transferor companies with BN Agrochem Limited, formerly known as BN Holdings Limited. The entities involved are:

• A1 Agri Global Limited (Transferor Company 1)
• B.N. Agritech Limited (Transferor Company 2)
• Salasar Balaji Overseas Private Limited (Transferor Company 3)

BN Agrochem Limited serves as the transferee company. The application was filed under sections 230 to 232 of the Companies Act, 2013.

Procedural Details

The NCLT Mumbai Bench, comprising Member (Technical) Anil Raj Chellan and Member (Judicial) K. R. Saji Kumar, disposed of the company application COMP.APPL/242(MB)2026. The tribunal directed that all prior conditions regarding notice issuance, advertisement publication, appointment of chairpersons and scrutinizers, quorum, voting, and reporting requirements continue to apply mutatis mutandis.

The company stated that the dates for the meetings and copies of the notices would be submitted to the stock exchange in due course. The order is available on the company's website for public reference.

BN Agrochem Limited has published the notice for its first Extra-Ordinary General Meeting (EGM) of FY27 in Financial Express (English) and Navshakti (Marathi) editions. The meeting, scheduled for October 22, 2026, will seek shareholder approval for a 1:10 sub-division of equity shares from ₹10 to ₹1 face value.

The Board approved this capital restructuring on September 28, 2026, aiming to enhance liquidity and retail participation. The notice was dispatched electronically on September 29, 2026, with remote e-voting opening on October 19, 2026.

Stock split details and rationale

The proposed sub-division aims to enhance share liquidity and encourage broader retail investor participation by making the equity shares more affordable. Each existing fully paid-up equity share of ₹10 will be converted into 10 fully paid-up equity shares of ₹1 each.

The total authorised share capital remains unchanged at ₹125 crore, while the number of authorised shares increases from 12.5 crore to 125 crore. Similarly, the issued, subscribed, and paid-up capital remains ₹97.77 crore, but the number of outstanding shares rises from 9.77 crore to 97.77 crore.

The record date for the split will be decided after obtaining shareholder approval at the EGM. The company expects completion within three months from the date of member approval, subject to regulatory and depository clearances.

EGM and voting arrangements

The first Extra-Ordinary General Meeting (EGM) for FY27 is scheduled for Thursday, October 22, 2026, at 12:30 pm via video conferencing or other audio-visual means. Bigshare Services Private Limited has been appointed as the remote e-voting agency, with M/s Mehta & Mehta appointed as scrutinizer. The cut-off date for determining eligible voters is October 16, 2026.

Remote e-voting begins on Monday, October 19, 2026, at 9:00 am and ends on Wednesday, October 21, 2026, at 5:00 pm. Shareholders can cast their votes through the Bigshare i-Vote platform or via their depository accounts (NSDL/CDSL). Members participating in the EGM through VC/OVAM facility shall be eligible to vote through remote e-voting system during the EOGM, if not voted through remote e-voting earlier.

Corporate guarantee for related party

The Board approved a corporate guarantee on behalf of B.N. Agritech Limited, a related party sharing common promoter Mr. Anubhav Agarwal. This guarantee secures a purchase invoicing finance facility of ₹10 crore availed by B.N. Agritech from Godrej Finance Limited. The company stated that no financial or operational impact is foreseen unless the guarantee is invoked by the lender.

What the Numbers Show

The sub-division increases the outstanding share count tenfold to 97.77 crore without altering the aggregate paid-up capital of ₹97.77 crore. This structural change reduces the per-share price point, potentially lowering the entry barrier for retail investors while maintaining the company's overall capital structure intact.