The National Company Law Tribunal (NCLT) Hyderabad bench has approved a composite scheme of arrangement for Bhagyanagar India Limited . The order sanctions the amalgamation of Bhagyanagar Copper Private Limited (BCPL) with the listed entity and the subsequent demerger of the copper business into Tieramet Limited.

The tribunal passed the order on September 7, 2026, with an appointed date of April 1, 2025. The scheme involves three entities: BCPL as the transferor company, Bhagyanagar India Limited (BIL) as the transferee or demerged company, and Tieramet Limited as the resulting company. The approval allows BIL to reorganize its corporate structure by separating its copper operations into a distinct listed entity.

Scheme Structure and Share Exchange

Under the approved scheme, BCPL will be amalgamated with BIL on a going concern basis. Following this, the identified business undertaking of BIL related to copper will be demerged and vested in Tieramet Limited. BCPL will be dissolved without undergoing the winding-up process.

Shareholders of BIL will receive equity shares in Tieramet Limited at a 1:1 ratio. For every one fully paid-up equity share of face value ₹2 held in BIL, shareholders will be allotted one fully paid-up equity share of face value ₹2 in Tieramet Limited. The shares of the resulting company will be listed on the National Stock Exchange and BSE Limited.

Regulatory Approvals and Stakeholder Consent

The scheme received unanimous approval from relevant stakeholders. In March 2026, trade creditors of BCPL representing ₹504.1 lakh of outstanding debt approved the plan. Equity shareholders of BIL also voted unanimously in favor via remote e-voting. The stock exchanges provided no adverse observations on the proposal.

Statutory authorities raised specific queries regarding tax dues and compliance. The Income Tax Department noted outstanding demands for BCPL, including ₹7.6 lakh for Assessment Year 2024-25, which the company stated was adjusted against refunds. The department also highlighted an appeal pending before the Income Tax Appellate Tribunal for AY 2021-22. The petitioner companies undertook to bear any future tax liabilities arising from the transferor company.

The Regional Director (SER) observed that the resulting company was incorporated on August 29, 2025, after the appointed date of April 1, 2025. The companies clarified that this timeline did not prejudice stakeholder interests. The Official Liquidator also noted discrepancies in the initial schedule of assets and liabilities, prompting the submission of a certified statement detailing the demerged undertaking’s book values.

What the Numbers Show

The financial structure of the entities involved highlights the scale of the restructuring. As of December 31, 2025, BCPL had an authorized share capital of ₹30 crore, comprising ₹20 crore in equity and ₹10 crore in preference shares. BIL held an authorized capital of ₹25 crore with a paid-up capital of ₹64 lakh. The resulting company, Tieramet Limited, started with a minimal authorized capital of ₹1 lakh, which will increase consequent to the scheme. The transfer of assets and liabilities aims to isolate the copper business risks while unlocking value through separate listing and investor access.

Bhagyanagar India Limited board of directors approved the reappointment of Devendra Surana as managing director for a three-year term. The decision was taken during a meeting held on August 27, 2026.

The reappointment is subject to shareholder approval at the company's 41st Annual General Meeting (AGM). The AGM is scheduled for September 30, 2026, at 11:00 am IST.

Key Board Decisions

The board also finalized logistical details for the upcoming annual general meeting. These decisions ensure compliance with the Companies Act, 2013 and SEBI Listing Regulations.

• AGM Date: Wednesday, September 30, 2026
• E-Voting Cut-off: Wednesday, September 23, 2026
• Book Closure: Thursday, September 24, 2026 to Wednesday, September 30, 2026

Mrs. Rakhi Agarwal, a practicing company secretary, was appointed as the scrutinizer for the remote e-voting process and voting at the AGM.

Leadership Continuity

Devendra Surana will serve as managing director from January 17, 2027, to January 16, 2030. This follows a recommendation from the Nomination and Remuneration Committee.

Surana holds a postgraduate diploma in management from the Indian Institute of Management (IIM), Bangalore. He has over 43 years of experience in the ferrous and non-ferrous metals and telecom industries, along with more than 23 years in renewable energy.

The company confirmed that Surana is not debarred from holding the office of director by any order of SEBI or other regulatory authorities.