Bhagyanagar India Limited has received a significant regulatory approval from the National Company Law Tribunal (NCLT) Hyderabad Bench for its composite scheme of arrangement. The order, passed on January 29, 2026, marks a crucial milestone in the company's corporate restructuring initiative involving multiple entities and business reorganization.

NCLT Order Details

The NCLT order pertains to a composite scheme of arrangement between three companies: Bhagyanagar Copper Private Limited (Transferor Company), Bhagyanagar India Limited (Transferee/Demerged Company), and Tieramet Limited (Resulting Company). The tribunal has approved the joint application filed under Sections 230 to 232 read with Section 66 of the Companies Act, 2013.

Scheme Structure and Components

The composite scheme encompasses a two-stage corporate restructuring process. The first stage involves amalgamation of Bhagyanagar Copper Private Limited, a wholly-owned subsidiary, with Bhagyanagar India Limited on a going concern basis. Subsequently, the scheme provides for demerger of identified business undertaking from Bhagyanagar India Limited into Tieramet Limited, the resulting company.

Share Capital Details

The financial structure of the involved entities reflects the scope of the reorganization:

Meeting Dispensations and Requirements

The NCLT has granted dispensation for multiple stakeholder meetings while mandating specific meetings for certain categories. The tribunal dispensed with meetings of equity shareholders, preference shareholders, and secured/unsecured creditors of the transferor company. Similarly, meetings of secured, unsecured, and trade creditors of the transferee company have been dispensed with.

However, two mandatory meetings have been scheduled:

Creditor Obligations

The scheme involves substantial creditor obligations across the entities. Bhagyanagar Copper Private Limited owes ₹297,41,72,814 to 5 secured creditors, ₹201,85,84,050 to 4 unsecured creditors, and ₹122,81,47,380 to 470 trade creditors as of November 30, 2025. The transferee company has creditor obligations totaling ₹3,31,10,94,568 to secured creditors and smaller amounts to unsecured and trade creditors.

Share Exchange Ratio and Listing

Under the demerger provisions, shareholders of Bhagyanagar India Limited will receive equity shares in Tieramet Limited at a 1:1 ratio. Specifically, one equity share of ₹2 face value in Tieramet Limited will be issued for every one equity share of ₹2 face value held in Bhagyanagar India Limited. The resulting company's shares are planned for listing on NSE and BSE following regulatory approvals.

Regulatory Compliance and Next Steps

The scheme ensures compliance with SEBI regulations including ICDR Regulations, Listing Regulations, and relevant master circulars. The company has been directed to publish meeting notices in Financial Express (English) and Nava Telangana (Telugu) editions, and serve notices to statutory authorities and sectoral regulators as per prescribed procedures. The appointed chairpersons and scrutinizers will oversee the conduct of the mandatory meetings scheduled for March 2026.

Bhagyanagar India Limited has announced that its wholly owned subsidiary has received a credit rating upgrade, marking a positive development for the company's financial standing. The rating was assigned by Acuite Ratings & Research Limited on January 29th, 2026.

Credit Rating Details

The subsidiary company, Bhagyanagar Copper Private Limited, has been assigned a long-term credit rating with favorable terms:

Regulatory Compliance

The announcement was made in accordance with regulatory requirements under SEBI guidelines. Bhagyanagar India Limited informed both major stock exchanges about this development:

• NSE (National Stock Exchange): Scrip Code BHAGYANGR
• BSE (Bombay Stock Exchange): Scrip Code 512296

The disclosure was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency for investors and stakeholders.

Information Accessibility

The company has made the rating information readily accessible through multiple channels:

• Rating details are available on Acuite Ratings' platform through their dedicated company link
• Complete report will be published on the company's official website at www.bhagyanagarindia.com
• Formal communication sent to stock exchanges for official record

The rating reflects the financial stability and creditworthiness of the subsidiary company, providing stakeholders with an independent assessment of its credit profile. The stable outlook indicates the rating agency's expectation of consistent performance in the near term.