Scheme of Arrangement

BHAGYANAGAR INDIA LIMITED ISO-9001-2008 Certified Company Registered Office : Surana Group Plot No. 9/13/1 & P-9/14, I.DA Nacharam, Hyderabad -500 076. Telangana, India. Tel.: +914027152861, 27151278 Fax: +914027172140, 27818868 Email : bil@surana.com Website : www.bhagyanagarindia.com CIN No.: L27201TG1985PLC012449 Date: 7th September, 2026 BIL/SECT/42/2026-27 The Secretary, The Secretary, National Stock Exchange of India Ltd., BSE Limited, Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Sandra Kurla Complex, Sandra (E), Dalal Street, Mumbai-400 051. Mumbai-400 001. Scrip Code: BHAGYANGR Scrip Code: 512296 Dear Sir/Madam, Sub: Order passed by National Company Law Tribunal, Hyderabad Bench ('NCLT ') - Composite Scheme of Arrangement between Bhagyanagar Copper Private Limited (BCPL or Transferor Company) and Bhagyanagar India Limited (BIL or Transferee Company or Demerged Company) and Tieramet Limited (Tieramet or Resulting Company) and their respective Shareholders and Creditors Ref : Regulation 30 and 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 With reference to the subject cited and regulations cited above, we would like to inform that the Composite Scheme of Arrangement between Bhagyanagar Copper Private Limited (BCPL or Transferor Company) and Bhagyanagar India Limited (BIL or Transferee Company or Demerged Company) and Tieramet Limited (Tieramet or Resulting Company) and their respective Shareholders and Creditors has been approved by the Hon'Ble National Company Law Tribunal, Hyderabad Bench ('NCLT ') vide Order passed today, i.e, 07th September, 2026. A copy of the Order is attached herewith This is for your information and records. Thanking you, Yours faithfully, For Bhagyanagar India Limited Devendra Surana Managing Director DIN:00077296 S.No.8 IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH – 1 VC AND PHYSICAL (HYBRID) MODE ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON 07-09-2026 After Court-II CP (CAA) No.14/230/HDB/2026 u/s. 230 of Companies Act IN THE MATTER OF: M/s. Bhagya Nagar Copper Pvt Ltd., - Transferor Company, M/s. Bhagyanagar India Ltd., - Transferee / Demerged Company & M/s. Tieramaet Limited - Resulting Company …Petitioner/s C O R A M:- SHRI. RAJEEV BHARDWAJ, HON’BLE MEMBER (JUDICIAL) SHRI. SANJAY PURI, HON’BLE MEMBER (TECHNICAL) O R D E R Orders pronounced. Recorded vide separate sheets. In the result, CP (CAA) No.14/230/HDB/2026 is Allowed. Sd/- Sd/- MEMBER (T) MEMBER (J) Apoorva NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH - 1 CP (CAA) No.14/230/HDB/2026 Connected with C.A. (CAA) No.5/230/HDB/2026 U/s. 230 to 232 of the Companies Act, 2013 IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN M/s BHAGYANAGAR COPPER PRIVATE LIMITED (Transferor Company) M/s BHAGYANAGAR INDIA LIMITED (Transferee or Demerged Company) M/s TIERAMET LIMITED (Resulting Company) THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS M/s BHAGYANAGAR COPPER PRIVATE LIMITED Represented by its Director Mr. Devendra Surana Having Registered Of(cid:976)ice at Sy No.98 to 105, 107, 111, 230, 231, 232, 234, Shabashpally Village – 502 334, Medak, Shivampet Mandal, Telangana, India. …. Petitioner / Transferor Company NCLT Hyderabad Bench - I CP (CAA) No.14/230/HDB/2026 Connected with C.A. (CAA)No.5/230/HDB/2026 Date of Order: 07.09.2026 M/s BHAGYANAGAR INDIA LIMITED Represented by its Managing Director Mr. Devendra Surana Having Registered Of(cid:976)ice at Plot No.P-9/13/1 & P-1/14 IDA, Nacharam, Hyderabad – 500 076, Telangana, India. …. Petitioner / Transferee or Demerged Company M/s TIERAMET LIMITED Represented by its Director Mr. Devendra Surana Having Registered Of(cid:976)ice at Sy No.98-105, 107, 111, 230, 231, 232, 234, Shabashpally – 502 334, Medak, Telangana, India. …. Petitioner / Resulting Company DATE OF ORDER: 07.09.2026 CORAM Shri Rajeev Bhardwaj, Hon’ble Member (Judicial) Shri Sanjay Puri, Hon’ble Member (Technical) Appearance: For Petitioner Companies : Mr. Y. Suryanarayana Mr. R. Ramkrishna Mr. Sachin Sharma Ms. D. Rinda Sri Laxmi Advocates Page 2 of 48 NCLT Hyderabad Bench - I CP (CAA) No.14/230/HDB/2026 Connected with C.A. (CAA)No.5/230/HDB/2026 Date of Order: 07.09.2026 PER : BENCH ORDER 1. This Joint Company Petition has been (cid:976)iled by M/s Bhagyanagar Copper Private Limited (Transferor Company), M/s Bhagyanagar India Limited (Transferee or Demerged Company), M/s Tieramet Limited (Resulting Company) (hereinafter referred to as “Petitioner Companies”) under Section 230 to 232 and read with Section 66 of the Companies Act, 2013 and Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 praying for the following reliefs: (a) To sanction the Composite Scheme of Arrangement between M/s Bhagyanagar Copper Private Limited (Transferor Company) and M/s Bhagyanagar India Limited (Transferee or Demerged Company) and M/s Tieramet Limited (Resulting Company) and their respective Shareholders and Creditors which is annexed to the Petition as Annexure - 7 with effect from the Appointed Date 01.04.2025 so as to be binding on the Petitioner Companies and on all the members, employees, creditors of the Petitioner Companies. (b) The Transferor Company be dissolved without going through the process of winding up. (c) The Petitioner Companies do within 30 (thirty) days after the date of receipt of certi(cid:976)ied copy of the Order of Tribunal, cause Page 3 of 48 NCLT Hyderabad Bench - I CP (CAA) No.14/230/HDB/2026 Connected with C.A. (CAA)No.5/230/HDB/2026 Date of Order: 07.09.2026 a certi(cid:976)ied copy of the order to be (cid:976)iled with the Registrar of Companies at Hyderabad in Form INC-28 as speci(cid:976)ied under Section 232(5) of the Companies Act, 2013. (d) The parties to the Scheme or any other person interested shall be at liberty to apply to this Tribunal for any direction that may be necessary with regard to the carrying out the Scheme. AVERMENTS IN BRIEF AS PER THE PETITION: - 2. PARTICULARS OF TRANSFEROR COMPANY: (A) M/s Bhagyanagar Copper Private Limited (hereinafter referred to as “Transferor Company”) was originally incorporated as a Private Limited Company under the name and style “M/s Aanvik Mercantile Private Limited” under the provisions of Companies Act 1956 on 30.04.2008 with CIN No.U51109MH2008PTC181786 having its Registered Of(cid:976)ice at Mumbai, Maharashtra. Subsequently, the Registered Of(cid:976)ice of the Company was shifted from Maharashtra to Telangana upon passing a Special Resolution by members of the Company on 13.03.2018. The Order of the Regional Director (Western Region) dated 28.05.2018 was registered by the Registrar of Companies, Hyderabad on 11.06.2018. Subsequently, the name of the Company was changed from M/s Aanvik Mercantile Private Limited, the then existing name to its present name M/s Bhagyanagar Copper Private Limited Page 4 of 48 NCLT Hyderabad Bench - I CP (CAA) No.14/230/HDB/2026 Connected with C.A. (CAA)No.5/230/HDB/2026 Date of Order: 07.09.2026 by following due procedure laid down under the applicable provisions of the Companies Act, 2013 and Certi(cid:976)icate of Incorporation pursuant to change of name was issued by the Registrar of Companies, Hyderabad on 09.01.2019. The present CIN number of the Company is U27100TG2008PTC125034. The Registered Of(cid:976)ice of the Transferor Company is same as mentioned in the cause title. (B) The main objects of the Transferor Company are mentioned at Page Nos.3-4 of the Petition. A copy of the Certi(cid:976)icate of Incorporation, Fresh Certi(cid:976)icate of Incorporation and Memorandum and Articles of Association of the Transferor Company are annexed to the Petition and marked as Annexure–1. (C) The Authorized, Issued, Subscribed and Paid-up Share Capital of the Transferor Company as on 31.12.2025 is as under: Amount Particulars (in Rs.) Authorized Share Capital 2,00,00,000 Equity Shares of Rs 10 each 20,00,00,000 1,00,00,000 Preference Shares of 1% Non- 10,00,00,00 [Showing first 8,000 characters — download PDF for full document]