BirlaNu Limited has successfully obtained approval from the National Company Law Tribunal (NCLT) Kolkata for its comprehensive amalgamation scheme involving five transferor companies. The tribunal's order dated March 10, 2026, marks a significant milestone in the company's strategic consolidation efforts.

NCLT Approval Details

The NCLT Kolkata Division Bench approved the scheme of amalgamation through Company Petition C.P.(CAA) No 137/KB/2025. The approved scheme involves the merger of five transferor companies with BirlaNu Limited as the transferee company.

Companies Involved in Amalgamation

The amalgamation scheme encompasses five transferor companies, all of which are subsidiaries of BirlaNu Limited. The structure involves one wholly-owned subsidiary and four step-down subsidiaries.

Transferor Companies:

• Crestia Polytech Private Limited (Transferor Company 1) - wholly-owned subsidiary
• Aditya Poly Industries Private Limited (Transferor Company 2) - step-down subsidiary
• Aditya Polytechnic Private Limited (Transferor Company 3) - step-down subsidiary
• Prabhu Sainath Polymers Private Limited (Transferor Company 4) - step-down subsidiary
• Topline Industries Private Limited (Transferor Company 5) - step-down subsidiary

All transferor companies are registered in Bihar, while BirlaNu Limited is registered in Telangana. The company was formerly known as HIL Limited and changed its name to BirlaNu Limited on March 19, 2025.

Scheme Implementation and Benefits

The NCLT order becomes effective once certified copies are filed with the respective Registrar of Companies by both transferor and transferee companies. The scheme is designed to achieve several operational synergies and strategic benefits.

Key Benefits Identified:

• Enhanced productivity through combined manufacturing facilities and administrative operations
• Reduced redundancies and optimized resource utilization across manufacturing, procurement, and supply chain management
• Simplified management structure with unified operations oversight
• Improved decision-making speed and cohesive corporate culture
• Greater career growth opportunities for employees within a larger organization
• Expanded product portfolio and improved service delivery for customers

Regulatory Compliance and Approvals

The scheme received comprehensive regulatory scrutiny and compliance verification. The Board of Directors of all companies unanimously approved the amalgamation scheme on February 6, 2025. Since BirlaNu Limited is a listed company with shares trading on BSE and NSE, the company ensured compliance with SEBI regulations.

The scheme does not require prior SEBI approval as it involves merger of wholly-owned subsidiaries with their holding company under Regulation 37(6) of SEBI LODR. However, BirlaNu Limited has filed necessary disclosures with BSE and NSE as required.

Financial and Operational Impact

The amalgamation represents an internal restructuring exercise with no new share issuance by BirlaNu Limited. The transferor companies' entire share capital will be cancelled upon scheme effectiveness. All assets, liabilities, rights, and obligations of the transferor companies will transfer to BirlaNu Limited from the appointed date of April 5, 2024.

The NCLT noted that the aggregate value of assets of both transferor and transferee companies far exceeds their aggregate liabilities, ensuring no adverse impact on creditor rights. The scheme maintains positive net-worth for BirlaNu Limited and strengthens its financial position through consolidated operations.

BirlaNu Limited announced its quarterly financial results for Q3FY26 ended December 31, 2025, demonstrating a remarkable turnaround in profitability alongside strategic corporate developments. The company's Board of Directors convened on February 13, 2026, to approve multiple significant initiatives including financial results, merger plans, and employee stock option grants under Regulation 33 of SEBI Listing Regulations.

Financial Performance Highlights

The company achieved a notable profit recovery in Q3FY26, marking a significant improvement from the previous year's performance. BirlaNu's standalone operations showed strong momentum across key financial metrics.

For the nine months ended December 31, 2025, the company reported revenue from operations of ₹173588 lakhs and net profit of ₹3577 lakhs, compared to revenue of ₹175284 lakhs and profit of ₹9130 lakhs in the corresponding period of the previous year.

Board Meeting Outcomes

The Board meeting held on February 13, 2026, commenced at 6:00 pm IST and concluded at 7:00 pm IST. The meeting was conducted pursuant to provisions of Regulation 30, 33 and other applicable regulations of SEBI Listing Regulations. The statutory auditors B S R and Co provided unmodified review opinions on the financial results.

Strategic Merger Initiative

The Board approved a comprehensive scheme of amalgamation with Clean Coats Private Limited, the company's wholly-owned subsidiary. This strategic consolidation aims to enhance operational efficiency and create synergies across business segments.

The merger rationale encompasses several strategic benefits including enhanced operational efficiency through combined manufacturing facilities and distribution networks, simplified management structure for improved decision-making, cost optimization through resource pooling across procurement and supply chain, expanded career opportunities for employees within a larger organization, and broader product portfolio and improved service delivery for customers.

Employee Stock Option Program

The company granted 1,10,131 stock options under the BirlaNu Limited Employee Stock Options Scheme 2019 to eligible employees, demonstrating commitment to employee participation in the company's growth.

Consolidated Performance Overview

On a consolidated basis, BirlaNu reported revenue from operations of ₹85784 lakhs for Q3FY26 compared to ₹80525 lakhs in Q3FY25. The consolidated results reflect the performance of the company along with its subsidiaries across multiple geographies including Germany, Austria, United Kingdom, United States, China, and India.

The company operates across four main business segments: Roofs, Walls, Pipes & Construction Chemicals, and Floors. The acquisition of Clean Coats Private Limited, completed on November 11, 2025, has been integrated into the Pipes & Construction Chemicals segment, strengthening the company's position in specialty coatings and construction chemicals.

Corporate Governance and Compliance

The financial results were reviewed by the Audit Committee and approved by the Board of Directors. The company maintains transparency through comprehensive disclosures and adherence to regulatory requirements under SEBI Listing Regulations. The scheme of amalgamation is subject to receipt of necessary approvals from the jurisdictional bench of the National Company Law Tribunal and such other authorities as may be required.

BirlaNu continues to focus on operational excellence while pursuing strategic growth initiatives that enhance shareholder value and strengthen its market position across diverse business segments.