Details of the Scheme

The Scheme involves the amalgamation of three companies:

  • A1 Agri Global Limited (Transferor Company 1, CIN: U35105MH2020PLC451102)
  • B.N. Agritech Limited (Transferor Company 2, CIN: U01403MH2011PLC448238)
  • Salasar Balaji Overseas Private Limited (Transferor Company 3, CIN: U15490MH2020PTC450209)

With and into BN Agrochem Limited (formerly known as BN Holdings Limited) (Transferee Company, CIN: L15315MH1991PLC326590) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013.

The appointed date for the Scheme is fixed as April 1, 2025.

NCLT Order and Key Directives

The Hon'ble NCLT, Mumbai Bench (Court-IV) passed an order on June 19, 2026 (Case No. CA(CAA)-99/MB/2026), which was downloaded by the company on June 22, 2026.

The NCLT has directed the company to convene a meeting of its equity shareholders to consider and approve the arrangement embodied in the Scheme. The date of the meeting and the notice will be submitted to the stock exchange in due course.

Business Profiles of Companies

  • Transferor Company 1 (A1 Agri Global Limited): Engaged in manufacturing and trading of edible oil.
  • Transferor Company 2 (B.N. Agritech Limited): A leading emerging edible oil manufacturing company in North India.
  • Transferor Company 3 (Salasar Balaji Overseas Private Limited): Engaged in manufacturing, wholesale and retail trading of agriculture produce.
  • Transferee Company (BN Agrochem Limited): Engaged in acquiring interests in companies dealing in manufacturing and trading various kinds of oil, oil seeds, solvent extraction, extracted oil cakes, and refined oil.

Rationale for Amalgamation

The amalgamation is expected to provide:

  • Operational integration and better facility utilization
  • Centralized procurement and inventory management
  • Efficiency in customer approach
  • Efficiency in management of business
  • Efficiency in working capital and cash flow management

Share Capital Structure (as on December 31, 2025)

A1 Agri Global Limited (Transferor Company 1):

  • Authorized Share Capital: ₹15,00,00,000 (1,50,00,000 equity shares of ₹10 each)
  • Issued, Subscribed and Paid-up Share Capital: ₹8,47,19,850 (84,71,985 equity shares of ₹10 each fully paid-up)

B.N. Agritech Limited (Transferor Company 2):

  • Authorized Share Capital: ₹1,46,90,00,000 (13,59,00,000 equity shares of ₹10 each + 1,10,00,000 preference shares of ₹10 each)
  • Issued, Subscribed and Paid-up Share Capital: ₹92,68,39,820 (9,26,83,982 equity shares of ₹10 each fully paid-up)

Salasar Balaji Overseas Private Limited (Transferor Company 3):

  • Authorized Share Capital: ₹10,00,00,000 (1,00,00,000 equity shares of ₹10 each)
  • Issued, Subscribed and Paid-up Share Capital: ₹7,15,87,950 (71,58,795 equity shares of ₹10 each fully paid-up)

BN Agrochem Limited (Transferee Company):

  • Authorized Share Capital: ₹1,25,00,00,000 (12,50,00,000 equity shares of ₹10 each)
  • Issued, Subscribed and Paid-up Share Capital: ₹97,77,29,410 (9,77,72,941 equity shares of ₹10 each fully paid-up)

Share Exchange Ratio

Upon effectiveness of the Scheme:

  • 122 equity shares of ₹10 each of BN Agrochem Limited for every 100 equity shares of ₹10 each of A1 Agri Global Limited
  • 164 equity shares of ₹10 each of BN Agrochem Limited for every 100 equity shares of ₹10 each of B.N. Agritech Limited
  • 301 equity shares of ₹10 each of BN Agrochem Limited for every 100 equity shares of ₹10 each of Salasar Balaji Overseas Private Limited

Meeting Arrangements

Equity Shareholders:

  • Meetings of equity shareholders of all three transferor companies dispensed with due to obtained consents from all shareholders (7 shareholders of Transferor 1, 10 shareholders of Transferor 2, 3 shareholders of Transferor 3)
  • Meeting of equity shareholders of BN Agrochem Limited (Transferee Company) must be convened within 60 days of order upload
  • BN Agrochem has 9,296 equity shareholders as of February 28, 2026
  • Mr. Kuldeep Kumar Kareer (Former Member (J), NCLT) appointed as Chairperson
  • Mr. Hrishikesh Wagh (FCS 7993, CP No. 9023) appointed as Scrutinizer
  • Chairperson remuneration: ₹1,50,000 excluding taxes
  • Scrutinizer remuneration: ₹75,000 excluding taxes
  • Notice to be published in Business Standard (English) and Nav Shakti (Marathi)

Secured Creditors (as of February 28, 2026):

  • Transferor Company 1: 2 secured creditors with outstanding amount of ₹68,74,58,676
  • Transferor Company 2: 13 secured creditors with outstanding amount of ₹9,87,23,49,127
  • Transferor Company 3: 6 secured creditors with outstanding amount of ₹1,23,18,01,506
  • Transferee Company: No secured creditors
  • Meetings required for secured creditors of transferor companies
  • Same Chairperson and Scrutinizer as for shareholder meeting

Unsecured Creditors (as of February 28, 2026):

  • Transferor Company 1: 106 unsecured creditors with outstanding amount of ₹2,22,53,57,914; consent obtained for 91.44% in value (₹2,03,48,02,299)
  • Transferor Company 2: 476 unsecured creditors with outstanding amount of ₹10,11,17,83,044; consent obtained for 91.20% in value (₹9,22,21,04,877)
  • Transferor Company 3: 99 unsecured creditors with outstanding amount of ₹201,72,81,885; consent obtained for 91.57% in value (₹184,71,89,069)
  • Transferee Company: 13 unsecured creditors with outstanding amount of ₹53,79,75,767; consent obtained for 96.15% in value (₹51,72,65,223)
  • Meetings dispensed for all unsecured creditors due to majority consents
  • Notices to be sent to remaining unsecured creditors allowing 30 days for representations

Non-Convertible Debentures (NCD):

  • Transferor Company 2 has 336 NCD holders holding 80,000 NCDs of face value ₹10,000 each
  • Debenture Trustee has given consent on behalf of all NCD holders
  • Meeting dispensed with

Additional Directives

  • No investigation proceedings pending under Sections 210-227 of Companies Act, 2013
  • No winding-up petitions or IBC petitions admitted against any applicant company
  • Notices to be served to: Regional Director (Western Region), Registrar of Companies, Income Tax Authority, Pr. CCIT Mumbai, GST Authorities, Official Liquidator (for transferor companies), and any other sectoral regulator
  • Company to file details of corporate guarantees, performance guarantees, contingent liabilities, letters of credit, and margin money details
  • Affidavit of Service and Compliance Report to be filed within 10 working days after serving notices

The copy of the order is available on the company website at https://www.bnholdings.com/public/upload/schemeofAmalgamation/1439043342.pdf and on the NCLT website.