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BHAGYANAGAR INDIA LIMITED
1S0-9001-2008 Certified Company
Surana Group
BIL/SECT/57/2025-26
Registered Office
:
Plot No. 9/13/1 & P-9/14, 1.D.A. Nacharam,
Hyderabad -500 076. Telangana, India.
Tel.
: +91 40 27152861, 27151278
Fax
: +91 40 27172140, 27818868
Email
: bil@surana.com
Website
: www.bhagyanagarindia.com
CIN No.
: L27201TG1985PLC012449
Date: September 20%, 2025
To,
The Listing Department,
National Stock Exchange of India Ltd.,
| BSE Limited,
Exchange Plaza, C-1, Block G,
Phiroze Jeejeebhoy Towers,
Bandra Kurla Complex, Bandra (E),
Dalal Street,
Mumbai - 400 051
Scrip Code: BHAGYANGR
To,
The Department of Corporate Services,
Mumbai - 400 001
Serip Code: 512296
Dear Sir/ Madam
Sub: Outcome of Board Meeting
‘We hereby inform that upon the recommendation of the Audit Committee and Committee
of Independent Directors, the Board of Dircctors of the Company at its meeting held
today i.e. Saturday, 20" day of September, 2025, has interalia, considered and approved
the Composite Scheme of Arrangement between Bhagyanagar Copper Private Limited
(Transferor Company), Bhagyanagar India Limited (Demerged Company or Transferee
Company) and Tieramet Limted (Resulting Company) and their respective Shareholder
and Creditors, having Appointed Date
as 01.04.2025. The said Composite Scheme
contemplates, inter alia, as follows:
e
amalgamation of Bhagyanagar Copper Private Limited with Bhagyanagar India
Limited on a going concern basis.
o
demerger of the Demerged Undertaking
of Bhagyanagar
India Limited
and
vesting of the same with and into Tieramet Limited (Resulting Company), on a
going concern basis; and
e
to
seek
listing
of equity
shares
of Resulting Company
on National
Stock
Exchange of India Limited (NSE) and BSE Limited (BSE) in accordance with
Listing Regulations and other regulations as prescribed by SEBI, NSE, BSE or
any other regulatory or statutory authority.
The transaction(s), mentioned above
are proposed through
a Composite Scheme
of
Arrangement under Section 230
to 232 read with Section 66 and other applicable
provisions the Companies Act, 2013
(the “Act”), read with Regulation
37 of SEBI
(LODR)
Regulations,
2015
and
SEBI Master
Circular No.
SEBI/ HO/CFD/POD-
2/CIR/2023/93, dated 20 June 2023.
The said Scheme would be subject to requisite approvals
/ No -Objections of Stock
Exchanges, sharcholders and creditors, regulatory and other statutory authorities and the
National Company Law Tribunal, Hyderabad Bench.
The information pursuant to Regulation 30 of the SEBI LODR Regulations read with
SEBI Master Circular No. SEBI/ HO/CFD/POD-2/CIR/2023/93, dated 20 June 2023 is
also annexed herewith.
The Board Meeting Commenced at 04.50 PM and concluded at 06:40 PM.
This is for your information and records.
Thanking You
For Bhagyanagar India Limited
Devendra Surana
Managing Director
DIN
: 00077296
Annexure
(pursuant to Clause 1.2 and 1.3 of Annexure 18 of Master Circular No. SEBI/
HO/CFD/POD-2/CIR/P/0155, dated 11th November, 2024)
SLNo | Particulars
Details
1.
Name of the
Bhagyanagar Copper Private Limited (BCPL or
entity(ies) forming
| Transferor Company), Bhagyanagar India Limited (BIL
part of the Scheme, | or Transferee Company or Demerged Company) and
details in brief such | Tieramet Limited (TML or Resulting Company).
as, size, turnover
ete.
Brief details of the total assets, turnover and net worth of
the entities involved in the Scheme on standalone basis
are provided below:
(Rs in Lakhs)
Name of
| Total
Turnover
| Net
the entity
| assets (as | (FY ended
| Worth (as
on March | March 31,
| on March
31,2025)
|2025)
31,2025)
Transferor | 48,966.07 | 1,62,032.78 | 6,826.75
Company
Transferee | 17,755.80 | 527.73
17,555.74
or
demerged
Company
Resulting
| The Company was incorporated on
Company | 29.08.2025 and hence the said
details are not applicable.
2
Brief details of the
| Copper division along with its moveable and immoveable
division(s) to be
assets, and other assets and liabilities relatable to the said
demerged
division as on 01.04.2025, being the Appointed Date.
3.
Turnover of the
By
virtue
of
the
Scheme,
it
is
contemplated
to
demerged division
| amalgamate
Bhagyanagar
Copper
Private
Limited
and as percentage to | (comprising the copper division) with Bhagyanagar India
the total turnover of | Limited and subsequent demerger of the copper division
the listed entity in
from Bhagyanagar India Limited. Hence, Not Applicable.
the immediately
preceding Financial
year/ based on
financials of the last
financial year
4.
Rationale for
The Composite Scheme of Arrangement contemplates
amalgamation
/
and is in respect of amalgamation as well as demerger
demerger
in relation to the entities mentioned above.
R/
J(‘np‘
4’0/7
|
L=
o)
&
RS
Rationale
(a)reorganizing the corporate structure by way of
amalgamation of a closely held entity, having
huge business potential,
into
a widely held
listed entity and further by way of hiving off
the
business undertaking through demerger
into
a separate
entity comprising
of same
shareholders as that of the listed entity;
(b)unlocking the value in business for shareholders
by attracting distinct strategic and financial
investors, making
it easier
to access growth
capital
for
the
respective
companies,
and
providing
investors
with
the
flexibility
to
invest in relevant business according to their
strategies and risk profiles;
(c)and augment funds infusion options
in view of
availability
of wider base
of investors
and
market determined price for securities, as
in
case of listed entities
(d)
creation of a new age entity focusing on
Extended Producers Responsibility (EPR),
Environmental, Social, and Governance
(ESG) and other globally accepted norms and
standards in view of significant global demand
for copper, which is on an increasing trend by
the day.
(e)
streamlining the corporate structure, resulting
in greater operational efficiency and
implementing smoother and effective controls
and processes.
(f)
better
administrative
efficiency,
enhanced
managerial
and
board
focus,
costs
rationalisation
~ and
achieving
business
integration and economies of scale.
In case of cash
consideration-
amount or otherwise
share exchange ratio
It
is
proposed
to
amalgamate
the
Wholly
Owned
Subsidiary
(Transferor
Company)
with
its
Holding
Company (Transferee Company).
Hence,
no
issue
/
allotment
of shares towards consideration.
The
entire
Paid up share capital of the Transferor Company held by
the
Transferee
Company
shall
stand
cancelled
and
extinguished.
Further, in case of demerger, Exchange Ratio is proposed
as
1:1, i.e., the Resulting Company shall issue/ allot
1
share
of Rs.
2 each
for every
1
share
held
by
the
shareholders of the Demerged Company as on Record
Date, to be fixed at a later date.
Whether listing
would be sought for
the resulting only
Yes. On both the Stock Exchanges
( i.e, National Stock
Exchange of India Limited and BSE Limited), where the
equity shares of Bhagyanagar India Limited are presently
listed / traded.
SLNo
Particulars
Details
Whether the
transaction would
fall within RPT? If
Yes, whether the
same is done at
“arm’s length”
The proposed Scheme
/ transaction involves a Holding
Company
( Bhagyanagar
India Limited)
and
its two
Wholly Owned Subsidiaries (i.e., Bhagyanagar Copper
Private Limited and Tieramet Limited). Accordingly, the
arrangement
falls
within
the
ambit
of related
party
transactions.
In terms
of General
Circular No.
30/2014
dated
17
July2014, issued by the Ministry of Corporate Affairs,
transactions arising out of compromises, arrangements
and amalgamations under the Companies Act, 2013, will
not
attract
the
requirements
of Section
188
of
the
Companies Act, 2013.
The amalgamation, demerger of demerged undertaking
and the consideration thereof,
as contemplated
in
the
Scheme have been approved by the Audit Committee and
the Board of Directors of respective Companies and shall
be subject to requisite approvals of shareholders, Stock
Exchanges, NCLT etc. Hence, a arms length transaction.
Area of business of
the entity (ies)
Transferor Company:
It
is engaged in the business of
manufacturing copper products.
Transferee or Demerged Company:
It is engaged in the
business of wind power and real estate.
Resulting Company: Upon sanction of the Scheme, the
Resulting Company
shall
undertake
the
business
of
demerged
undertaking,
i.e,
manufacturing
copper
products.
Brief details of
change in
shareholding pattern
(if any) of listed
entity
By virtue of and pursuant to the Composite Scheme
of Arrangement:
i.
Bhagyanagar
India
Limited
shall
not
be
required to issue
/ allot any shares. In other
words,
there
shall
be
no
change
in
the
Premerger
and
Post
merger
shareholding
Pattern of the listed entity.
ii.
Bhagyanagar Copper Private Limited shall be
dissolved
upon
sanction
of
the
Scheme.
Hence the question of Sharcholding Pattern
post Scheme does not arise.
iii. Tieramet Limited, shall issue and allot equity
shares
in
the
ratio
of
1:1,
to,
the
sharcholders
of
Bhagyanagar
India
Limited, i.e., issue and allot shares to all the
shareholders
of the Demerged Company
in
the same proportion as to their holding in the
Demerged Company. The existing paid up
capital
of
Tieramet
Limited
shall
stand
cancelled and extinguished.
Thus,
a mirror
image of shareholding pattern.
