Bhagyanagar India Ltd

Tieramet board update

• Tieramet Limited's board approved the draft Information Memorandum.
• The Information Memorandum seeks relaxation under SCR Rule 19(2)(b) of 1957.
• Board met on 14 October 2026 from 4:00 PM to 5:40 PM.
• Bhagyanagar India Limited disclosed the update via its notice and website.

Rating action and key details

• ICRA has placed Bhagyanagar Copper Private Limited on Rating Watch with Developing Implications.
• Long-term fund-based - Others rated Rs 595 crore on [ICRA]A- Rating Watch.
• Long-term fund-based - Term loan Rs 59 crore rated on [ICRA]A- Rating Watch.
• Demerger-related execution of copper business into Bhagyanagar Copper Private Limited under Tieramet; completion expected by Oct 2026.
• BCPL's financial profile improving, with revenue growth and higher value-added product mix.
• Strengthened market position, diversified customers, and prudent hedging practices; promoter experience cited.
• Risks include working capital intensity, copper price volatility, scrap availability, and raw-material sensitivity.
• Liquidity appears adequate; cash accrual expected > Rs 90 crore, covering ~Rs 7 crore debt in FY2027.
• Rating sensitivities: upgrade if earnings and net worth rise; downgrade if interest coverage falls below 4x.
• Status: Surveillance under Rating Watch with Developing Implications; conclusion expected within roughly one year.

Bhagyanagar India Ltd – Closure of Trading Window

Record Date and Action

• Record date fixed at 8 October 2026 to determine entitlement.
• One new equity share issued for each demerged share (1:1).
• New shares issued in demat form; physical holders must share demat details.
• If details are not provided, shares may be held in trust for the shareholder.

Record date for equity exchange

• Record date fixed Oct 8, 2026 for 1:1 equity exchange under Composite Scheme among BCPL, BIL, Tieramet.

Trading approvals and listing

• Trading approval received from NSE and BSE for 1,501,434 preferential shares.
• Issue price Rs 348 per share, including Rs 346 premium.
• Distinctive numbers range 31,995,001 to 33,496,434.
• Listing effective from Sep 15, 2026 on NSE and BSE.
• Total issue value approx Rs 522.5 million.
• Shares allotted to non-promoters on preferential basis.
• ISIN INE458B01036.
• Lock-in till 15 March 2027 for the issued shares.

Transaction overview

• Composite scheme combines transferor, transferee, and resulting entity via amalgamation and demerger.
• Three-party arrangement binds shareholders and creditors in going-concern restructuring.

Rationale and objectives

• Restructuring aims to unlock value and attract growth capital.
• Creates ESG-focused entity and improves operational efficiency.

Structure and key terms

• Appointed Date: 01.04.2025; scheme effective upon Tribunal sanction.
• Transferor dissolved; its share capital extinguished.
• Demerger of identified business into the Resulting Company.
• Share exchange ratio: 1 for 1.
• Issue size: 31,995,000 new equity shares of Rs 2.
• Authorized capital to be increased to accommodate issuance.
• Public listing planned on NSE and BSE within sixty days of sanction.
• Record Date to be fixed mutually.
• Tax liabilities allocated to respective surviving entities.
• No further issue of Transferor shares; extinguishment completed.

Financial impact

• Post-issue paid-up capital increases to Rs 6.69 crore.
• New shares issued to Transferee's shareholders: 31,995,000.
• Transferor's equity and investments cancelled.
• In-principle listing approvals obtained; listing within 60 days subject to compliance.
• Tax and statutory dues allocated to respective entities per scheme.

Stakeholder impact

• Employees of Transferor become employees of Transferee with protections.
• Public shareholders receive shares in Resulting Company on a 1:1 basis.
• Creditors' claims pursued by Transferee; liabilities allocated per scheme.
• Post-scheme listing and regulatory compliance expected to be maintained.

Status and next steps

• NCLT Hyderabad sanction order dated 07.09.2026; binding on all stakeholders.
• Appointed Date issue acknowledged; potential modification to reflect incorporation date.
• Orders require compliance with statutory observations; tax undertakings included.
• In-principle approvals from stock exchanges obtained; final approvals pending.
• Post-approval filing with ROC for INC-28; registration actions.