Nova Agritech Limited — Capital/Financing Update 2024

Jun 22, 2024

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

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CIN : L01119TG2007PLC053901

+91 84 5425 3446 • cs@novaagri.in

22[nd] June, 2024

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 sub-para 1 of para “A” 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. Saturday, 22[nd] June, 2024, have inter alia, considered and approved the following –

• Investment in Nova Agri Sciences Private Limited (Wholly-owned Subsidiary) upto ₹ 35,28,65,000/- (Rupees Thirty Five Crores Twenty Eight Lakhs Sixty Five Thousand Only) by way of subscription to 35,28,650 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] July, 2023 is enclosed herewith as Annexure A) .

The meeting of Board of Directors commenced at 11.35 AM and concluded at 12:00 Noon.

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

Thanking you!

For Nova Agritech Limited

NEHA Digitally signed by NEHA SONI Date: 2024.06.22 SONI 12:08:11 +05'30' Neha Soni

Company Secretary & Compliance Officer

Encls as above

Annexure A

Investment in Nova Agri Sciences Private Limited:

(Pursuant to SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th] July, 2023)

Sl No.	Particulars		Details
a)	Name of the target entity, details in brief such as size, turnover, etc.,		Details of the investee company; Name:Nova Agri Sciences Private Limited 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 would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”		Yes, the aforesaid proposed investment shall fall under the ambit of Related party Transactions. Audit Committee and Board in their respective meeting held on 22ndJune, 2024, discussed, confirmed and assured that the aforesaid proposed transactions shall be based on arm’s length basis. Further, the same was also reviewed and confirmed by the Statutory Auditors of the Company.
c)	Industry to which the entity being acquired belongs;		Fertilizer and Agri-input Industry. (same line of business as of the Company)
d)	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);		Proposed investment is as per the objects of the Initial Public Offer (IPO) of the Company as mentioned in Red Herring Prospectus dated 12th January, 2024. 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;		35,28,650 Unsecured Optionally Convertible Debentures (OCDs) of face value of₹100/- each aggregating to a cost of₹35,28,65,000/- (Rupees Thirty Five Crores Twenty Eight Lakhs Sixty Five 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 significant information (in brief);		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. Date of incorporation:12/05/2010 Since 2017, Investee company is the wholly-owned subsidiary of the Company.

			Turnover of last 3	years:	years:
			Financial year	Standalone	Consolidated
			2023-24	111.66	252.47
			2022-23	108.69	210.55
			2021-22	105.62	185.57
			Geographical