Naturite Agro Products Ltd

Naturite Agro Products Limited — Trading Window Closed from 01.10.2026 till the expiry of 48 hours after the declaration of financial results for the quarter ended 30.09.2026

ISIN activation and share sub-division

• Equity shares sub-divided from Rs 10 to Rs 5; new ISIN IN8223R01022; record date 25 Sept 2026.
• Record Date fixed as Friday, 25 September 2026.
• Activation letters indicate new ISIN activation; NSDL/CDSL confirmations received.
• CDSL confirms ISIN INE223R01022 live as of 23 September 2026.

Stock split and record date

• Record Date: Friday, September 25, 2026, for equity share subdivision.
• Split ratio 1:2, converting Rs 10 face value to Rs 5.
• Approved by shareholders at AGM on September 9, 2026.
• Entitlement to new shares arises for holders on Record Date.
• Rationale: to widen retail investor participation.

AGM Details

• Date and time: 9 September 2026 at 11:30 AM.
• Mode: Physical AGM at registered office with electronic voting facility.

Resolutions and outcomes

• Item 1 — Adoption of audited financials; Ordinary; Passed.
• Item 2 — Rotation-based director reappointment; Ordinary; Passed.
• Item 3 — Re-appointment of Dr. G. Vallabh Reddy as CMD; Ordinary; Passed.
• Item 4 — Appointment of Mrs. Thejasri Kancharla as Director; Ordinary; Passed.
• Item 5 — Appointment of Mrs. Thejasri Kancharla as Whole-Time Director; Ordinary; Passed.
• Item 6 — Adoption of new articles of association; Special; Passed.
• Item 7 — Sub-division of equity shares; Special; Passed.
• Item 8 — Alteration of Capital Clause of MOA; Special; Passed.
• Item 9 — Increase of authorised share capital and MOA modification; Special; Passed.

Dividend

• No dividend proposed or declared.

Directors / Key Changes

• Dr. G. Vallabh Reddy reappointed as Chairman and Managing Director.
• Mrs. Thejasri Kancharla appointed as Director.
• Mrs. Thejasri Kancharla appointed as Whole-Time Director.

Auditors

• Auditors presented their report; no appointment changes announced.

Other material approvals

• Adoption of new Articles; share subdivision; capital clause alterations; authorised capital increase.

Promoter reclassification and control

• Promoter reclassification to Public completed under Regulation 31A(10) following open offer.
• Acquirer Siva Dharma Teja Yadlapalli took control on August 14, 2026.
• Promoter shares transferred to Acquirer as per Share Purchase Agreement.
• Post-reclassification promoter group now represented by Acquirer with 69.34% stake (36,72,352 shares).
• Other promoter group members hold 0 shares and 0% stake.
• Mr. G Vallabh Reddy continues as Managing Director.
• Open offer and SEBI compliance maintained.
• Date of disclosure: August 14, 2026.

AGM details

• Date and time: 9 September 2026 at 11:30 AM.
• Mode: physical AGM at the registered office.
• Voting cut-off date: 2 September 2026.
• E-voting window: 6–8 September 2026.

Ordinary resolutions

• Adoption of audited financial statements for year ended March 31, 2026.
• Appointment of director retiring by rotation (reappointment).
• Subdivision of equity shares (Rs 10 to Rs 5 each).
• Alteration of MOA to reflect higher authorized capital.
• Increase in authorized share capital and related MOA amendments.

Special resolutions

• Re-appointment of Dr. G Vallabh Reddy as Chairman and MD for 3 years.
• Appointment of Mrs. Thejasri Kancharla as Director.
• Appointment of Mrs. Thejasri Kancharla as Whole Time Director.
• Adoption of a new set of Articles of Association.

Dividend

• Dividend is not proposed for the year.

Director changes

• Dr. G Vallabh Reddy to be reappointed by rotation.
• Mrs. Thejasri Kancharla appointed as Executive Director; 3-year term.
• Remuneration for Mrs. Kancharla fixed at Rs 50,000 per month.

Auditors and secretarial

• Statutory auditors: M N Rao & Associates; tenure to FY 2027-28.
• Internal auditors: NSVR & Co, Chartered Accountants.
• Secretarial auditors: PS Rao & Associates; five-year term (2025–30).

Material related party transactions

• Remuneration to KMPs: Rs 7.56 L (Bhagya Latha) and Rs 2.20 L (Nirali Bhanushali).
• Interest on unsecured loan from MD: Rs 25.00 L.
• MD loans/advances: net Rs 511.12 L; repayments Rs 809.20 L.
• Related party payables include MD Rs 873.20 L, Vandana Rs 1.89 L, KSA Consultants Rs 13.50 L.

Target and Promoter

• Target Company: Naturite Agro Products Limited.
• Disclosing Party: Siva Dharma Teja Yadlapalli (Promoter).

Transaction Overview

• Transaction Type: Acquisition of voting rights via off-market SPA and Open Offer.
• Mode: Off Market pursuant to SPA and Open Offer.

Pre-Transaction Holding

• Pre-transaction holding: 15,452 shares (0.29%).

Acquisition Details

• Shares acquired: 36,56,900 voting rights (69.05%).
• Date of acquisition: 12 August 2026.

Post-Transaction Holding

• Post-transaction holding: 36,72,352 voting rights (69.34%).

Share Capital Context

• Pre-acquisition equity capital: Rs 5,29,60,000 (52,96,000 shares).
• Post-acquisition equity capital: Rs 5,29,60,000 (52,96,000 shares).
• Total diluted capital: Rs 5,29,60,000 (52,96,000 shares).

Parties and target

• Target: Naturite Agro Products Limited.
• Acquirers: Gaddam Vallabh Reddy; Usha Gaddam; Vandana Reddy Gaddam; Chandrupatla Sreekanth Reddy (Promoter group).
• Transaction type: Disposal of 36,56,900 equity shares.

Transaction details

• Mode: Off-market via Share Purchase Agreement (SPA).
• Date: 12.08.2026.
• Pre-disposal voting holdings: 7,72,000; 4,77,100; 8,28,700; 15,79,100 shares.
• Total pre-disposal: 36,56,900 shares (69.05% of TC voting capital).
• Post-disposal holding: Nil voting rights for all acquirers.
• Equity capital before/after: Rs 5,29,60,000; 52,96,000 shares.

Capital structure context

• Total diluted capital after: Rs 5,29,60,000; 52,96,000 shares.
• Capital context unchanged before and after.

Stock split details

• Ratio: 1 existing Rs10 share split into 2 shares of Rs5 each.
• Rationale: improve affordability and liquidity to boost retail investor participation.
• Pre-split capital: Authorised Rs 6,00,00,000; paid-up Rs 5,29,60,000; 52,96,000 shares of Rs10.
• Post-split capital: 1,05,92,000 shares of Rs5; paid-up Rs 5,29,60,000.
• Post-split authorised capital increased to Rs 9,00,00,000 comprising 1,80,00,000 shares of Rs5.
• MOA changes: alteration of Clause V reflecting pre- and post-split share capital structure.

Stock split and MOA changes

• Sub-division of one Rs 10 equity share into five Rs 2 shares.
• Rationale: to make shares more affordable and enhance liquidity for retail investors.
• Authorised capital pre-split: Rs 6,00,00,000 comprising 60,00,000 shares of Rs 10.
• Authorised capital post-split: Rs 6,00,00,000 comprising 1,20,00,000 shares of Rs 5.
• Post-split paid-up capital: Rs 5,29,60,000 across 1,05,92,000 shares.
• Alteration of Memorandum of Association Capital Clause to reflect new authorised capital.
• Expected completion within two months of shareholder and regulatory approvals.