BSECompany Update22 Jun 2026 · 22 Jun 2026, 04:18 pm

Pursuant to Regulation 30 as per SEBI (LODR) Regulation, 2015 please find attached an update on scheme of amalgamation.

BN Agrochem Ltd · 526125

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BN Agrochem Ltd has received an order dated June 19, 2026, from the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench. This order directs the company to convene a meeting of its equity shareholders. The purpose of this meeting is to consider and approve a Scheme of Amalgamation involving BN Agrochem Limited and three transferor companies: Al Agri Global Limited, B.N. Agritech Limited, and Salasar Balaji Overseas Private Limited. The amalgamation aims for operational integration, cost reduction, and better facility utilization.

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Earnings Impact7/10
Growth Catalyst8/10
Governance Concern1/10
Regulatory Risk2/10
Balance Sheet Risk3/10
Liquidity Impact5/10
Market Sentiment7/10

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BN Agrochem Ltd - 526125 - Announcement Under Regulation 30 Of SEBI (LODR) 2015- Updates On Scheme Of Amalgamation

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Dated: June 22, 2026 BSE Limited Corporate Relation Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001, Maharashtra India Scrip Code: 526125 ISIN: INE00HZ01011 Sub: Receipt of order dated June 19, 2026, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) for inter alia convening meeting of the equity shareholders of BN Agrochem Limited (formerly known as BN Holdings Limited) Ref.: Intimation under Regulation 30 of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”) Dear Sir/ Madam, This is in furtherance to our intimations dated June 28, 2025, December 17, 2025, March 05, 2026 and April 29, 2026 w.r.t the Scheme of Amalgamation of Al Agri Global Limited (“Transferor Company 1”), B.N. Agritech Limited (“Transferor Company 2”), Salasar Balaji Overseas Private Limited (“Transferor Company 3”) with and into BN Agrochem Limited (formerly known as BN Holdings Limited) (“Transferee Company” or “Company”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (“Scheme”). This is to further inform you that pursuant to the joint First Motion Application filed by Transferor Company 1, Transferor Company 2, Transferor Company 3, and the Company, the Hon’ble NCLT has passed an order dated June 19, 2026 and the Company was able to download the said order from the Hon’ble NCLT’s website today. In the said order Hon’ble NCLT has issued directions to the Company for convening the meeting of its equity shareholders, for the purpose of considering and, if thought fit, approving with or without modification(s) the arrangement embodied in the Scheme. The date of the aforementioned meeting along with the copy of the notice of the same shall be submitted by the Company in due course with the stock exchange. The copy of the order is attached herewith and marked as Annexure A, and the same is also available on the website of the Hon’ble NCLT. The copy of the order is also being made available on the website of the Company at https://www.bn- holdings.com/public/upload/scheme_of_Amalgamation/1439043342.pdf. We request you to bring the above to the notice of all concerned and take the same on record. Thanking you, For BN Agrochem Limited Reetika Mahendra Company Secretary and Compliance Officer Membership Number: ACS48493 Encl.: as above IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)-99/MB/2026 In the matter of Sections 230 to 232 of the Companies Act, 2013 In the matter of Scheme of Amalgamation A1 Agri Global Limited (Transferor Company-1/Applicant-1) B.N. Agritech Limited (Transferor Company-2/Applicant-2) Salasar Balaji Overseas Private Limited (Transferor Company-3/Applicant-3) with BN Agrochem Limited (Transferee Company/Applicant-4) (and their respective Shareholders) A1 Agri Global Limited ….Applicant Company-1/ [CIN: U35105MH2020PLC451102] Transferor Company-1 B.N. Agritech Limited ….Applicant Company-2/ [CIN: U01403MH2011PLC448238] Transferor Company-2 Salasar Balaji Overseas Private Limited ….Applicant Company-3/ [CIN: U15490MH2020PTC450209] Transferor Company-3 BN Agrochem Limited ….Applicant Company-4/ [CIN: L15315MH1991PLC326590] Transferee Company Pronounced: 19.06.2026 CORAM: SHRI ANIL RAJ CHELLAN SHRI K.R. SAJI KUMAR HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/99/MB/2026 Appearance : Hybrid For the Applicant : Adv. Hemant Sethi a/w Tanaya Sethi. O R D E R 1. This is an Application under Sections 230 to 232 of the Companies Act, 2013, seeking necessary directions of this Tribunal for notices and convening meetings/dispensation of meetings with respect to the Scheme of Amalgamation of A1 Agri Global Limited (Transferor Company-1), B.N. Agritech Limited (Transferor Company-2) and Salasar Balaji Overseas Private Limited (Transferor Company-3) with BN Agrochem Limited (Formerly known as ‘BN Holdings Limited’) (Transferee Company) and their respective shareholders. 2. The Applicant Companies stated that the Board of Directors of the Applicant Companies, in their respective meetings held on 28.06.2025, have approved the Scheme. Subsequently, in their meetings held on 23.09.2025 and 17.12.2025, they have approved amendments to the Scheme. All the relevant resolutions are part of the Application. The Appointed Date fixed for the Scheme is 01.04.2025. 3. Nature of Business: It is submitted by the Applicant Companies that – (i) The Transferor Company-1 is engaged in the business of manufacturing and trading of edible oil. (ii) The Transferor Company-2 is one of the leading emerging edible oil manufacturing company in North India. (iii) The Transferor Company-3 is currently engaged in the business of manufacturing, wholesale and retail trading of agriculture produce. (iv) The Transferee Company is engaged in acquiring the interest in the companies deals in manufacturing and trading various kinds of oil, oil seeds, solvent extraction, extracted oil cakes, refined oil. 4. Rationale of the Scheme: The Applicant Companies stated that the amalgamation of the Transferor Companies with the Transferee Company would have the following benefits: Page 2 of 16 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/99/MB/2026 a. Operational integration and better facility utilisation: The amalgamation will provide an opportunity for reduction of operational costs through pooling of orders, improved sales and production planning. Further, culture of sharing of best practices, cross-functional learnings, will be fostered which will promote greater systemic efficiency. Also, pooling of resources of the Transferor Companies with the resources of the Transferee Company which will lead to synergy of operations, seamless access to the assets of the Transferor Companies. b. Centralized procurement and Inventory management: Inventory management and sourcing of stores, spares, and services can be managed centrally which will increase scale of operations thereby improving negotiating power, reducing sourcing and inventory management cost. c. Efficiency in customer approach: The combined entity i.e. the Transferee Company will have a broader portfolio of services targeted at a wider array of customers spread across various locations. This will also enable the Transferee Company to address newer solutions and services to its customers and enhance its marketing capabilities. d. Efficiency in management of business: Rationalization and standardization of the business processes, economies of scale, corporate and administrative efficiencies, and streamlining of operations to enable more efficient management, control and day to day operations, eliminating duplicative communication and burdensome coordination efforts across multiple entities. Amalgamation will help in achievement of greater management focus and control over the combined business operations leading to value creation for all the stakeholders. e. Efficiency in working capital and cash flow management: Greater efficiency in management of cash balances presently available with the Companies and access to cash flows generated by the combined business. Further, efficiency in cash management will improve substantially enabling the entities to have unfettered access to cash flow generated which can be deployed for growth and sustenance. 5. The Applicant Companies stated that the Authorised, Issued, Subscribed and Paid-up Share Capital of the Applicant as on 31.12.2025 is as under: Page 3 of 16 IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV CA(CAA)/99/MB/2026 First Applicant Company: Particulars Amount (Rs.) Authorised Share Capital 1,50,00,000 equity shares of Rs.10/- each 15,00,00,000 TOTAL 15,00,00,000 Issued, Subscribed and Paid-up Share Capital 84,71,985 equity shares of Rs.10/- each [Showing first 8,000 characters — download PDF for full document]