Bhagyanagar India Ltd

Share transfer clarification and promoter holding update

• Reversal of off-market transfer; no sale or purchase occurred.
• 12,73,335 shares transferred by Mr. Devendra Surana to Bhagyanagar Copper Private Limited.
• Off-market transaction to facilitate pledge for hedging.
• Recorded as Reason Code 90: Transfer between Director and Company.
• No consideration paid or received.
• Purported sale on BSE/NSE portals reversed.
• Shares continue to form part of Promoters' Holding.
• Disclosure to reflect promoter ownership unchanged.
• Date of communication: 24 August 2026.
• MD Devendra Surana signed the communication.

Preferential allotment

• Executive Committee approved allotment of 15,01,434 equity shares for cash at Rs 348 per share.
• Issue price includes a premium of Rs 346 per share.
• Total proceeds amount to Rs 52,24,99,032.
• Shares issued under a preferential allotment to seven investors.
• In-principle approvals from BSE and NSE were obtained.
• EGM held on July 23, 2026 approved the preferential issue.
• Allottees include QIB and Non-QIB investors; details in Annexure A.
• Total number of shares allotted is 15,01,434; face value Rs 2 per share.
• Equity share capital increases by Rs 3,002,868.

Corrigendum scope and resolution context

• Alters Explanatory Statement Points 1 and 2 of the EGM notice.
• Objects of the Preferential Issue and net proceeds utilization updated.
• Total net proceeds updated to Rs 522,499,032.
• Original resolution passed on July 23, 2026 remains valid.

Use of proceeds and voting details

• Proceeds to Bhagyanagar Copper Private Limited for working capital.
• Proceeds for general corporate purposes of Bhagyanagar Copper Private Limited.
• Total allocated: Rs 522,499,032.
• E-voting re-opened Aug 1–3, 2026.
• Scrutinizer: Mr. Vikas Sirohiya.

Financial Performance

• Q1 FY27 turnover: 700 crores.
• EBITDA margin 5.43%; PAT margin 2.87%.
• PAT for quarter: 20 crores, up 9.5% QoQ.
• Volume 5,200 tons; 5,278 tons this quarter.
• Value-added share 63% of sales.
• Exports 18% of sales.
• ROE 29%; ROCE 18.5%.

Operations and Strategy

• New products launched: transformer products, tin-coated bus bars, data-center products.
• Capacity of 35,000 MT online.
• Tieramet demerger: copper business moves to Tieramet; Bhagyanagar retains land parcels and windmill.
• NCLT hearing scheduled 7 August 2026.
• Export portfolio expanded; 100+ tons bus bars to North America.
• Focus on value-added mix and digital transformation ahead.

Capex and Capacity Expansion

• Capex plan: 40 crores over FY27-28.
• Expansion from 35,000 MT to 45,000 MT; next financial year.
• Debt projection 300-350 crores by 2030; plan includes 325 crores.
• Fundraising: first tranche 52 crores in August; second tranche in March post-demerger.

Hedging and Cash-Flow

• Hedging: 85% of inventory hedged; daily hedging.
• GST impact: 17 crores; credit reversal due to supplier cancellation; tribunal likely.
• Demerger unlocks value; real estate parcels separated.

Q&A Highlights

• June normalization supports 12-15% volume growth guidance.
• Margins expected 5-5.5%; EBITDA per kg rises with copper price.
• GST reversal of 17 crores; tribunal decision expected.
• Data center demand unlikely to materially decline due to 800V shift.
• Demerger supports value unlocking; Tieramet to house copper business.
• Fundraising: first tranche 52 crores; second tranche planned post-demerger.

Meeting Details

• Date and time: 28 July 2026, 04:00 PM IST.
• Type and mode: group investor meeting conducted virtually.
• Organizer: Bhagyanagar India Limited (Investor Meeting / Earnings Call).
• Key participants: Managing Director.
• Purpose: Earnings call outcome and investor interaction.
• No UPSI was shared during the call.
• Recording: audio and video recording available on the company website.

Business overview

• Value-added copper solutions provider with commodity and value-added product lines.
• Integrated facilities with scalable capacity; 30,000 MTPA operational.
• Domestic focus with growing international presence in North America, Middle East, Asia.
• Global sourcing across 30+ countries with 50+ supplier partners.
• Certifications: ISO 9001/14001/45001 and BIS license.
• 40-year legacy; multi-generational Surana family leadership.

Operational highlights

• Q1FY27 revenue from operations Rs 705.08 crore; QoQ -4.01%, YoY +45.20%.
• EBITDA Rs 38.29 crore; EBITDA margin 5.43%.
• PAT Rs 20.25 crore; PAT margin 2.87%.
• Sales volume 5,278 MT; value-added product mix driving margin expansion.
• Export share ~18%; domestic ~82% of revenue.
• Capacity expansion underway; 60-acre site with heat recovery system.

Financial performance

• Sales realisation per kg Rs 1,279; value addition per kg Rs 116; EBITDA per kg Rs 72.55.
• Depreciation Rs 2.05 crore; Interest Rs 9.93 crore.

Capital structure & liquidity

• Promoters hold 68.90%; public 31.10%.
• Rs 52.25 crore fundraise via preferential issue at Rs 348 per share.
• Use of proceeds: working capital Rs 10 crore; general corporate purposes Rs 42.25 crore.
• Total 15,01,434 equity shares allotted; 7 investors.
• Board approvals: 30 June 2026; EGM 23 July 2026; NCLT hearing 7 Aug 2026.

Strategic priorities & outlook

• Capacity expansion planned over 3–5 years for value-added products.
• Digital transformation across production, QC, and supply chain.
• Product mix shift toward higher-margin value-added offerings.
• Sustainability and recycled feedstock usage; EPR initiatives.
• R&D and new products; entry into EV, solar, high-efficiency motors.
• Geographic expansion toward East Asia, Middle East, North America.

Risks & governance

• Macro demand cyclicality and execution risk; mitigated by diversified product mix.
• Regulatory/listing process uncertainties; mitigated by structured approvals.

Leadership & governance

• MD: Devendra Surana; Directors: Venkateswara Rao Nukala, Advait Surana, Naresh Chand Bhardwaj.
• Group CFO: Surendra Bhutoria; Director: Rakesh Agarwal.

Standalone results

• Standalone income from operations ₹156.20 Lakhs; total income ₹230.41 Lakhs for quarter ended 30 Jun 2026.
• Standalone PBT ₹18.46 Lakhs; tax ₹3.80 Lakhs; PAT ₹14.66 Lakhs.
• Standalone total expenses ₹211.94 Lakhs; depreciation ₹58.26 Lakhs; employee costs ₹33.04 Lakhs.
• Board approved standalone and consolidated unaudited results for quarter ended 30 June 2026.

Consolidated results

• Consolidated revenue from operations ₹70,507.54 Lakhs; total income ₹70,586.55 Lakhs for quarter ended 30 Jun 2026.
• Consolidated total expenses ₹67,876.34 Lakhs; raw material ₹58,846.36 Lakhs; other expenses ₹2,052.59 Lakhs.
• Consolidated PBT ₹2,710.20 Lakhs; tax ₹685.68 Lakhs; PAT ₹2,024.52 Lakhs.
• Consolidated results include Bhagyanagar Copper Private Limited and Tieramet Limited.

Capital raise & approvals

• Board approved preferential issue of up to 15,01,434 equity shares to non-promoter category.
• In-principle approvals from NSE and BSE filed; allotment upon approvals.

Regulatory & other updates

• GST show cause notice alleging irregular ITC; ₹21.75 Crore deposited under protest; management expects no liability; no provision.
• NCLT hearing for sanction of Composite Scheme of Arrangement scheduled for 07 Aug 2026.
• Limited Review conducted; no audit opinion expressed.