Nagarjuna Agri Tech Ltd

Resignations

• Resignation of Deepika Bhutra as Company Secretary & Compliance Officer approved, effective September 30, 2026.
• Resignation of Rahul Gupta as Chief Financial Officer approved, effective October 08, 2026.

Nagarjuna Agri Tech Ltd - Closure of Trading Window

AGM Details

• Date/time: 29 September 2026, 4:00 PM–4:45 PM.
• Mode: VC/OAVM.
• Record date: 22 September 2026.
• Shareholders on record: 4,366.

Key Resolutions

• Resolution 1 (Ordinary): Adopt standalone financial statements for FY ended 31 March 2026.
• Resolution 2 (Ordinary): Adopt consolidated financial statements for FY ended 31 March 2026.
• Resolution 3 (Ordinary): Appoint Rajesh Shaw as Whole-time Director; retires by rotation.
• Resolution 4 (Special): Approve acquisition of Kathleen Confectioners Partnership Firm.
• Resolution 5 (Special): Approve investment to acquire Kathleen Food Private Limited and form subsidiary.
• Resolution 6 (Special): Approve acquisition of 60% stake in Aarinii Gourmet LLP.

Voting Outcomes

• Resolution 1 passed by requisite majority (99.99% in favor; 0.01% against).
• Resolution 2 passed by requisite majority (99.99% in favor; 0.01% against).
• Resolution 3 passed by requisite majority (99.99% in favor; 0.01% against).
• Resolution 4 passed by requisite majority (99.99% in favor; 0.01% against).
• Resolution 5 passed by requisite majority (99.99% in favor; 0.01% against).
• Resolution 6 passed by requisite majority (99.99% in favor; 0.01% against).

Director Changes

• Appointment of Rajesh Shaw as Whole-time Director; retire-by-rotation and eligible for re-appointment.

Subsidiaries and Investments

• Acquisition of Kathleen Confectioners Partnership Firm approved.
• Investment to acquire Kathleen Food Private Limited and make it a wholly owned subsidiary.
• Acquisition of 60% stake in Aarinii Gourmet LLP approved.

AGM details

• Date/time/mode: Sept 29, 2026, 04:00 PM IST via VC/OAVM.
• Chairman: Rajesh Shaw; 34 members attended via VC/OAVM.
• E-voting window: Sept 26–28, 2026; cut-off date: Sept 22, 2026.
• Allenby Foods & Beverages Pvt. Ltd. to become wholly owned subsidiary via preferential allotment.

Resolutions placed for voting

• Adopt standalone financial statements for FY ending Mar 31, 2026 (Ordinary); outcome not stated.
• Adopt audited consolidated financial statements for FY ending Mar 31, 2026 (Ordinary); outcome not stated.
• Re-appoint Rajesh Shaw as Whole-time Director; retires by rotation (Ordinary); outcome not stated.
• Approve acquisition of Kathleen Confections Partnership Firm (Special); outcome not stated.
• Invest in Kathleen Food Private Limited to acquire 100% and make it subsidiary (Special); outcome not stated.
• Approve acquisition of 60% stake in Aarinii Gourmet LLP via 60% contribution (Special); outcome not stated.

Subsidiary/Strategic moves

• Allenby Foods & Beverages Pvt. Ltd. to become wholly owned subsidiary via share swap; effective end FY2025-26.

Financial performance

• Standalone revenue from operations: Rs 5,160.99 lakh; PAT Rs 156.89 lakh; EPS Rs 1.57.
• Consolidated revenue from operations: Rs 5,258.76 lakh; PAT Rs 120.01 lakh; EPS Rs 1.20.
• YoY: net profit rose; revenue grew with new operations.

Strategic transactions

• Allenby acquisition via share swap; 2,12,86,020 shares at Rs 68.
• Total consideration Rs 14,474.49 lakh; provisional goodwill Rs 9,629.84 lakh.
• Allenby consolidation from 20 March 2026; PPA pending.
• Kathleen Confectioners and Kathleen Food acquisitions; extension to 2027.
• Aarini Gourmet LLP: 60% stake; Rs 3.75 crore; timeline extended to 2027.
• Strategic rationale: expand QSR/bakery footprint; diversify FMCG portfolio.

Capital structure & equity

• Authorized capital Rs 35 crore; paid-up Rs 30.65 crore.
• 2,12,86,020 new shares issued; promoter stake diluted to 35.09%.
• Securities premium from share swap: Rs 12,345.89 lakh.
• Promoter holding declined to 35.09% as of 31 Mar 2026.

Governance & board

• Board met 13 times; Audit Committee 7 meetings; NRC 5; Stakeholders 1.
• Rajesh Shaw appointed Whole-time Director from 28 Jul 2025.
• Sumit Sengupta ceased as WTD on 31 Jul 2026.
• Rachna Suman Shaw appointed MD on 22 Dec 2025.
• Kiran Pandey resigned 19 Jun 2025; Altab Uddin Kazi left 5 Nov 2025.
• Somenath Chatterjee joined as Independent Director 5 Nov 2025.
• Deepika Bhutra appointed Company Secretary 27 Jun 2025.

Audit, risk & controls

• Statutory auditors: Agarwal Khetan & Co; internal auditor: O P Banka.
• No material audit qualifications; internal controls adequate.
• Whistleblower policy in place; no adverse reports.
• AGM conducted via VC/OAVM; remote e-voting facilitated.

Subsidiaries & consolidation

• Allenby became wholly-owned subsidiary from 20 Mar 2026; line-by-line consolidation.
• Provisional goodwill on acquisition: Rs 9,629.84 lakh.
• Aarini Gourmet LLP: Rs 200 lakh investment; 60% stake target.
• Kathleen food/Confectioners acquisitions: completion pending; extension to 2027.

Cash flows & liquidity

• Net cash from operating activities: Rs -726.13 lakh.
• Net cash used in investing activities: Rs -15,070.67 lakh.
• Net cash from financing activities: Rs 15,806.78 lakh.
• Net increase in cash and equivalents: Rs 9.97 lakh.
• Closing cash balance: Rs 10.04 lakh.

Dividends & reserves

• No dividend declared for 2025-26.
• Transfer to reserves: nil.

Book closure and AGM details

• Book closure: 23 September 2026 to 29 September 2026 (inclusive) for AGM purposes.
• AGM date and time: 29 September 2026 at 4:00 PM IST via VC/OAVM.
• Purpose: Annual General Meeting for FY 2025-2026.
• Record date for voting eligibility: 22 September 2026.
• E-voting period: 26 September 2026 9:00 AM to 28 September 2026 5:00 PM.

AGM Details

• Date, time, mode: 29 September 2026, 04:00 PM via VC/OAVM.
• Record/Book closure: 24-29 September 2026.
• Deemed venue: registered office; remote e-voting facility provided.

Key Resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Re-appoint Rajesh Shaw as Whole-time Director for three years.
• Remuneration last drawn Rs 48 LPA.
• Acquire Kathleen Confectioners, a partnership firm, for Rs 4.90 crore.
• Acquire 100% equity in Kathleen Food Private Limited to form a subsidiary.
• Acquire 60% stake in Aarini Gourmet LLP for Rs 3.75 crore.

Material Related Parties

• No material related party transactions identified for these acquisitions.

Other Approvals / Governance

• Board authorized to determine transaction structure, payment terms, and necessary filings.
• Timeframe for completion extended to next AGM in 2027.

Key Decisions

• Approved revised Directors' Report with annexures for FY 2025-26.
• Approved revised draft notice of AGM for FY 2025-26.
• Approved other general business under Companies Act 2013 and LODR.