Nova Agritech Limited — Board/Management Information 2025

May 5, 2025

Registered Office: Sy.No.251/A/1., Singannaguda Village Mulugu Mandal, Medak, Siddipet - 502279, Telangana, India

+91 84 5425 3446 • cs@novaagri.in

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CIN : L01119TG2007PLC053901

05[th] May, 2025

To

BSE Limited , National Stock Exchange of India Limited Listing Department, P J Towers, Listing Department, Exchange Plaza, Dalal Street, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051

Scrip Code: 544100 Trading Symbol: NOVAAGRI

SUB: OUTCOME OF THE BOARD MEETING.

• Ref: Regulation 30 read with para “A” & “B” of part “A” of Schedule III of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

With reference to the above-cited subject, we would like to inform that the meeting of the Board of Directors of the Company held today i.e. Monday, 5[th] May, 2025, have inter alia, considered and approved the following –

1. Investment in Nova Agri Sciences Private Limited (Wholly-owned Subsidiary) an amount of ₹ 12,27,31,000/- (Rupees Twelve Crores Twenty-Seven Lakhs Thirty-One Thousand Only) by way of subscription to 12,27,310 Unsecured Optionally Convertible Debentures (OCDs) of face value of ₹ 100/- each at par, in one or more tranches, based on the recommendation of the Audit Committee of the Company.

( Disclosure as required under SEBI Circular dated 11[th] November, 2024 is enclosed herewith as Annexure A) .

1. Subject to approval of members of the Company, Appointment of P. S. Rao & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a period of five years commencing from the FY 2025-26, based on the recommendation of the Audit Committee of the Company.

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( Disclosure as required under SEBI Circular dated 11[th] November, 2024 is enclosed herewith as Annexure B) .

1. Re-appointment of V P S & Associates , Chartered Accountants, (Firm Registration No. 009280S), as Internal Auditors of the Company for the FY 2025-26, based on the recommendation of the Audit Committee of the Company.

( Disclosure as required under SEBI Circular dated 11[th] November, 2024 is enclosed herewith as Annexure C) .

1. Re-appointment of M P R & ASSOCIATES , Cost Accountants (Firm Registration No. 000413) as Cost Auditors of the Company for the FY 2025-26, based on the recommendation of the Audit Committee of the Company.

( Disclosure as required under SEBI Circular dated 11[th] November, 2024 is enclosed herewith as Annexure D) .

1. Utilization of Interest amount accrued from Fixed Deposits of IPO Funds, towards working capital requirement of the Company, amounting to not more than Rs. 2.70 Crores, based on the recommendation of the IPO and Audit Committee of the Company. This is one of the objects for IPO proceeds as stated in Prospectus dated 28[th] January, 2024.

2. Establishment of Drone Training Centres by the Company at Jonnathally Village, Martur Mondal, Prakasham District, Andhrapradesh -523301, India.

The meeting of Board of Directors commenced at 11.30 AM and concluded at 12.00 PM.

Please take the same on record and suitably disseminate it to all concerned.

Thanking you!

For Nova Agritech Limited

KIRAN KUMAR Digitally signed by KIRAN KUMAR ATUKURI ATUKURI Date: 2025.05.05 12:10:51 +05'30'

Kiran Kumar Atukuri

Managing Director DIN: 08143781

Encls as above

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Annexure A

Investment in Nova Agri Sciences Private Limited:

(Pursuant to SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024)

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S. No. Particulars Details
a) Name of the target entity, Details of the investee company;
details in brief such as size, Name: Nova Agri Sciences Private Limited
turnover, etc., CIN: U01403TG2010PTC068405
Relationship : Wholly-owned Subsidiary
Details as per the latest financial statements (FY24):
Authorized share Capital : ₹ 5,00,00,000/-
Paid-up share Capital: : ₹ 1,80,00,000/-
Turnover : ₹ 111,66,34,000/-
PBT : ₹ 12,96,94,000/-
PAT : ₹ 9,74,86,000/-
Net-Worth : ₹ 35,26,82,000/-
b) Whether the acquisition Yes, the aforesaid proposed investment shall fall
would fall within related party under the ambit of Related party Transactions.
transaction(s) and whether
Audit Committee and Board in their respective
the promoter/ promoter
meeting held on 5 [th] May, 2025, discussed, confirmed
group/ group companies
and assured that the aforesaid proposed
have any interest in the entity
transactions shall be based on arm’s length basis.
being acquired? If yes, nature
of interest and details thereof Further, the same was also reviewed and confirmed
and whether the same is done by the Statutory Auditors of the Company.
at “arm’s length”
c) Industry to which the entity Fertilizer and Agri-input Industry.
being acquired belongs; (same line of business as of the Company)
d) Objects and impact of Proposed investment is as per the objects of the
acquisition (including but not Initial Public Offer (IPO) of the Company as
limited to, disclosure of mentioned in Red Herring Prospectus dated 12 [th]
reasons for acquisition of January, 2024.
target entity, if its business is
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	outside the main line of business of the listed entity);	Funds shall be used by the investee company towards its working capital requirements and installation of formulation plant.
e)	Brief details of any governmental or regulatory approvals required for the acquisition;	Not Applicable
f)	Indicative time period for completion of the acquisition;	 Proposed investment shall be completed in one or more tranches within a period of 12 months.  Conversion / Redemption of OCDs shall be completed before completion of 36 months from the date of allotment of OCDs to the Company.
g)	Nature of consideration - whether cash consideration or share swap and details of the same;	Cash Consideration (out of the fund raised through IPO)
h)	Cost of acquisition or the price at which the shares are acquired;	12,27,310 Unsecured Optionally Convertible Debentures (OCDs) of face value of₹100/- each aggregating to a cost of₹12,27,31,000/- (Rupees Twelve Crores Twenty-Seven Lakhs Thirty-One Thousand Only).
i)	Percentage of shareholding/control acquired and / or number of shares acquired;	The Company holds 100% Shareholding of the investee company, furthermore, upon conversion of OCDs, the Company shall continue to exercise 100% control in the investee company.
j)	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other	Investee company is engaged in the business of manufacturing, distributing, marketing and selling of crop protection products and other similar items. It deals with different categories like Herbicides, Insecticides, Fungicides, Plant Growth Promoter and Regulators. It is into developing different new molecules which helps farmers to increase their yields.

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	significant information (in brief);		Date of incorporation:12/05/2010 Since 2017, Investee company is the wholly-owned subsidiary of the Company. Turnover of last 3 years: (₹ in Crores) Financial year Standalone Consolidated 2023-24 111.66 252.47 2022-23 108.69 210.55 2021-22 105.62 185.57 Geographical Presence: Investee Company operates in 17 states across India and holds GST Registration in all such States. Other Significant Information: Nova Agri Sciences Pvt. Ltd. has about 291 molecules registered Pesticides which are predominant requirement of the Indian Agriculture towards its Crop Protection. It aims to extend its presence through Business Development and Registration & Regulatory Compliances.

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Annexure B

Appointment of P. S. Rao & Associates, Practicing Company Secretaries, as Secretarial Auditors, Subject to approval of members of the Company:

(Pursuant to SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024)

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Particulars Details
Reason for change viz. appointment, resignation, Appointment as Secretarial Auditors for a
removal, death or otherwise period of five years commencing from the
FY 2025-26, subject to approval of
members of the Company
Date of appointment/cessation (as applicable) 5 [th] May, 2025
& term of appointment Subject to approval of members
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Particulars Details	Particulars Details
Reason for change viz. appointment, resignation, removal, death or otherwise Appointment as Secretarial Auditors for a period of five years commencing from the FY 2025-26, subject to approval of members of the Company
Date of appointment/cessation (as applicable) & term of appointment 5thMay, 2025 Subject to approval of members
Brief profile (in case of appointment)	P. S. Rao & Associates, Practicing Company Secretaries Address: 403, Nirmal Towers, Dwarkapuri Colony, Punjagutta, Hyderabad - 500082, Telangana, India Email Id: psrmrr2020@gmail.com About the Auditor: P. S. Rao & Associates, Practicing Company Secretaries, established in 1994. Since its inception, the firm has been dedicated to providing comprehensive secretarial, legal, and consultancy services to diverse clients including listed and unlisted companies, Joint Ventures, Multinational Corporations, wholly owned Subsidiaries of Foreign Companies, Private Companies, and other entities. With over three decades of experience, the team at P. S. Rao & Associates comprises experienced professionals, including Company Secretaries, Advocates, Insolvency Professionals,

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Impact Assessors (Social Auditors),
registered Valuers, Chartered
Accountants, Cost & Management
Accountants, and Merchant Bankers in
delivering various aspects of corporate
affairs, including Corporate Restructuring,
Acquisitions, Initial Public Offer(s),
Corporate Insolvency Resolution Process,
Auditing, Due Diligence etc.
Disclosure of relationships between directors (in Not Applicable
case of appointment of a director).
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Annexure C

Re-appointment of V P S & Associates, Chartered Accountants, (Firm Registration No. 009280S), as Internal Auditors of the Company:

(Pursuant to SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024)

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Particulars Details
Reason for change viz. appointment, resignation, Re-Appointment as Internal Auditors for
removal, death or otherwise the FY 2025-26
Date of appointment/cessation (as applicable) 5 [th] May, 2025
& term of appointment Re-appointment for FY 2025-26
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Particulars Details	Particulars Details
Reason for change viz. appointment, resignation, removal, death or otherwise Re-Appointment as Internal Auditors for the FY 2025-26
Date of appointment/cessation (as applicable) & term of appointment 5thMay, 2025 Re-appointment for FY 2025-26
Brief profile (in case of appointment)	V P S & Associates, Chartered Accountants, (Firm Registration No. 009280S) Address: H. No: 8-3-988/11/1/A, SBH EXTN - 925, Beside Sampradaya sweet house Lane, Hyderabad - 500045. Email Id: sivaprasad@auditfirm.co.in About the Auditor: V P S & Associates, Chartered Accountants, based at Hyderabad are a team of professionals offering cost- effective and high-technology services and facilities to its clients. The firm is engaged in the activities in the line of Corporate Law, Secretarial Compliances, Tax Matter, audit and accountancy covering a wide range of sub activities related to the profession. They have vast experience in various fields including bank audits, insurance IRDA risk, audits, Due diligence of Direct tax and

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	Indirect, Statutory Audit, Tax Audit, Internal Audit,Co-operative society’s audit and handled Audit of various Corporation and bodies like Andhra Pradesh power Finance Corporation, APSRTC etc.
Disclosure of relationships between directors (in case of appointment of a director).	Not Applicable

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Annexure D

Re-appointment of M P R & ASSOCIATES, Cost Accountants (Firm Registration No. 000413), as Cost Auditors of the Company:

(Pursuant to SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024)

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Particulars Details
Reason for change viz. appointment, Re-Appointment as Cost Auditors for the FY 2025-26
resignation, removal, death or otherwise
Date of appointment/cessation (as 5 [th] May, 2025
applicable) & term of appointment Re-appointment for FY 2025-26
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Particulars Details	Particulars Details
Reason for change viz. appointment, resignation, removal, death or otherwise Re-Appointment as Cost Auditors for the FY 2025-26
Date of appointment/cessation (as applicable) & term of appointment 5thMay, 2025 Re-appointment for FY 2025-26
Brief profile (in case of appointment)	M P R & ASSOCIATES, Cost Accountants (Firm Registration No. 000413) Address: H. No. :6-3-349/15/17, Flat No.: 301, 3rd Floor, Sri Sai Brundavan Apts, Dwarakapuri Colony, Panjagutta, Hyderabad -500082, Telangana Email Id: mprcma@gmail.com About the Auditor: M P R & Associates, Cost Accountants, established in the year 2012 based at Hyderabad is providing Costing, Accounting, Taxation, and Advisory services. They are dedicated professionals’ expert in the domain of Cost Audit, MIS-Product Costing, Stock Audit & Valuation, GST Audits, Cost of Production Certifications Under CAS-4, Cost System Designing and Implementation etc. They have served across various industries and diverse verticals, thus generating deep insights into multifarious businesses and differences in economic, social, political, and regulatory environments.

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Disclosure of relationships between Not Applicable directors (in case of appointment of a director).

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