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.

BN Agrochem Limited has reported its audited consolidated and standalone financial results for the fourth quarter and financial year ended March 31, 2026. The Board of Directors approved the results at a meeting held on May 29, 2026. The company reported a consolidated net profit of ₹34.37 crore for the full year, while net profit for the quarter stood at ₹2.95 crore.

Consolidated Financial Performance

For the quarter ended March 31, 2026, the company recorded a consolidated net profit of ₹2.95 crore, compared to ₹17.27 crore in the same quarter of the previous year. Total revenue from operations for the quarter rose to ₹2,613.56 crore from ₹2,141.88 crore in the corresponding period of the prior year. For the full year, consolidated net profit was ₹34.37 crore, with total revenue from operations reaching ₹8,736.59 crore.

The following table summarises the key consolidated financial metrics for the quarter and year:

Standalone Results and Audit Report

On a standalone basis, the company reported a net profit of ₹0.43 crore for the quarter ended March 31, 2026, compared to a net loss of ₹49.88 crore in the same quarter of the previous year. For the full year, the standalone net profit was ₹19.35 crore. Revenue from operations for the standalone entity for the quarter was ₹803.31 crore, compared to ₹256.29 crore in the prior year.

M/s JSMG & Associates, Chartered Accountants, issued an audit report with an unmodified opinion on both the consolidated and standalone financial results. The auditors confirmed that the results give a true and fair view in conformity with the applicable accounting standards and the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.