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 has scheduled its 41st Annual General Meeting for September 30, 2026. The meeting will convene via video conference to address ordinary business, including the adoption of financial statements for FY26, alongside several special resolutions.

Shareholders will vote on the re-appointment of Devendra Surana as Managing Director for a three-year term effective from January 17, 2027. The board also seeks approval for cost auditor remuneration and significant related-party transactions involving its wholly-owned subsidiary, Tieramet Limited.

Key Agenda Items

The special business resolutions focus on governance approvals and strategic financial authorizations. The board proposes the re-appointment of Venkateswara Rao Nukala as a director retiring by rotation.

Related Party Transactions

A central item involves approving material related-party transactions with Tieramet Limited. The company seeks shareholder consent to provide loans, guarantees, securities, or investments aggregating up to ₹750 crore.

Tieramet Limited, incorporated on August 29, 2025, operates in manufacturing copper products and renewable energy projects. Bhagyanagar India holds 100% of its paid-up equity share capital. The proposed transaction value represents 31.54% of the listed entity's annual consolidated turnover for the preceding financial year. Funds will be sourced from internal accruals and utilized for principal business activities on an arm's-length basis.

Managing Director Remuneration

Devendra Surana will serve as Managing Director until January 16, 2030. His remuneration is capped at ₹1.6 crore per annum plus 1% commission on net profits. This structure mirrors his previous compensation package. The aggregate remuneration payable to him shall not exceed the statutory limits prescribed under Section 197 of the Companies Act, 2013.

Financial Performance Context

The explanatory statement provides limited financial data for FY26. Total income stood at ₹1,086.92 lakh, while EBITDA was ₹94.2 lakh. Profit before tax reached ₹323.22 lakh, resulting in a profit after tax of ₹220.51 lakh.

What the Numbers Show

Profit before tax (₹323.22 lakh) significantly exceeded EBITDA (₹94.2 lakh), indicating that non-operating items or other income contributed substantially to the pre-tax profit figure. This divergence suggests that operational profitability alone does not fully explain the bottom-line performance for the fiscal year ended March 31, 2026.

Meeting Logistics

E-voting commences on September 27, 2026, at 9:00 am and concludes on September 29, 2026, at 5:00 pm. The register of members and share transfer books remain closed from September 24, 2026, to September 30, 2026.