Bhagyanagar India Limited (BIL) has announced a significant corporate restructuring initiative, aimed at streamlining its operations and unlocking shareholder value. The company's Board of Directors approved a Composite Scheme of Arrangement on September 20, 2025, which involves the amalgamation of its wholly-owned subsidiary and the subsequent demerger of its copper division.

Key Components of the Restructuring Plan

1. Amalgamation: Bhagyanagar Copper Private Limited (BCPL), a wholly-owned subsidiary of BIL, will be merged with the parent company.

2. Demerger: Following the amalgamation, BIL's copper division will be demerged and transferred to Tieramet Limited, a newly formed entity.

3. Share Allotment: Shareholders of BIL will receive shares in Tieramet Limited at a 1:1 ratio.

4. Listing Plans: Tieramet Limited intends to seek listing of its equity shares on both the National Stock Exchange of India (NSE) and the Bombay Stock Exchange (BSE).

Financial Snapshot of Involved Entities

The scheme provides insight into the financial positions of the companies involved:

*Tieramet Limited was incorporated on August 29, 2025, hence financial details are not applicable.

Rationale Behind the Restructuring

The company has outlined several strategic reasons for this corporate restructuring:

1. Corporate Structure Optimization: Reorganizing the structure by amalgamating a closely held entity with significant business potential into a widely held listed entity.

2. Value Unlocking: Creating separate entities to attract strategic and financial investors, potentially improving access to growth capital.

3. Operational Efficiency: Streamlining operations for better administrative efficiency and enhanced managerial focus.

4. ESG Focus: Establishing a new-age entity focused on Extended Producers Responsibility (EPR) and Environmental, Social, and Governance (ESG) standards, capitalizing on the growing global demand for copper.

5. Shareholder Flexibility: Providing investors with the option to invest in specific business segments according to their strategies and risk profiles.

Regulatory Approvals and Timeline

The scheme is subject to various regulatory approvals, including:

• Stock exchanges
• Shareholders and creditors
• National Company Law Tribunal, Hyderabad Bench
• Other statutory authorities

The appointed date for the scheme is set as April 1, 2025.

Impact on Shareholding Pattern

The restructuring will not alter the shareholding pattern of Bhagyanagar India Limited. For Tieramet Limited, shares will be issued to BIL's shareholders in a 1:1 ratio, effectively creating a mirror image of BIL's shareholding structure.

This corporate restructuring marks a significant step for Bhagyanagar India Limited as it seeks to optimize its business structure and create focused entities for its diverse operations. The move is expected to enhance operational efficiency and potentially unlock value for shareholders in the long run.

Bhagyanagar India Limited (BIL), a prominent player in the Indian manufacturing sector, has announced significant developments in its corporate structure and operations.

Board Meeting and Trading Window Closure

The company has scheduled a board meeting for September 20, 2025, to consider and approve a Composite Scheme of Arrangement involving merger/demerger with its wholly owned subsidiaries. This strategic move could potentially reshape the company's structure and operations.

In line with regulatory requirements, BIL has also announced a closure of the trading window for designated persons and their immediate relatives. The trading window will be closed from September 18, 2025, until the closing hours of September 23, 2025. Trading is set to resume on September 24, 2025.

New Subsidiary: TIERAMET LIMITED

Prior to this announcement, Bhagyanagar India Limited had expanded its portfolio by incorporating a new wholly owned subsidiary, TIERAMET LIMITED. This subsidiary was formed with an authorized capital of Rs. 1,00,000 and is focused on two primary areas:

1. Manufacturing and processing of copper and copper-based products for various industrial applications, including the electrical and telecommunications sectors.
2. Operating in the renewable energy sector, developing and supplying clean energy systems and technologies.

The incorporation of TIERAMET LIMITED aligns with BIL's vision to diversify its portfolio and tap into growing markets. Bhagyanagar India Limited holds 100% shareholding in TIERAMET LIMITED through cash subscription to the share capital, ensuring complete control over the new venture.

Current Status and Regulatory Compliance

As of the initial announcement, TIERAMET LIMITED was yet to commence business operations and obtain a certificate of commencement of business. The incorporation adheres to the regulatory requirements set by SEBI (Securities and Exchange Board of India), with BIL duly informing the National Stock Exchange of India Ltd. and BSE Limited about this development.

Conclusion

These strategic moves by Bhagyanagar India Limited reflect its ambition to expand its business horizons, capitalize on emerging opportunities in the copper manufacturing and renewable energy sectors, and potentially restructure its operations for improved efficiency and growth.