Tierra Agrotech Ltd

Financial results approved

• Unaudited standalone results for quarter ended 30 June 2026 approved; Audit Committee and Statutory Auditors reviewed.
• Unaudited consolidated results for quarter ended 30 June 2026 approved; Audit Committee and Statutory Auditors reviewed.
• Limited review reports for standalone and consolidated results noted by the Board.

Directors appointment

• Mrs. Jonnada Vaghira Kumari appointed as Additional Director (Independent).
• Appointment effective 14 August 2026 for five years, subject to member approval.

Regulatory disclosures

• Annexure-4 contains disclosures under Regulation 30 of SEBI LODR; attached.

Auditor observations

• Statutory limited review on standalone results issued unmodified conclusion.
• Statutory limited review on consolidated results issued unmodified conclusion.

Meeting Details

• Date of board meeting: 14 August 2026; time and venue not disclosed.

Key Agenda Items

• To consider and approve unaudited standalone and consolidated financial results for Q1 ended 30 June 2026.

Other Notes

• Trading window closed from 01 July 2026 to 16 August 2026; reopen 17 August 2025.

Reg 74(5) status

• Not applicable; all holdings are in demat form.
• No dematerialisation/rematerialisation requests were received during the period.

Scheme overview

• Composite Scheme of Arrangement between a transferor and transferee company and their shareholders.

Board action

• Board approved the scheme subject to regulatory and other approvals.

Regulatory update

• BSE issued an observation letter for the scheme.

Financial terms

• No share exchange ratio or consideration disclosed.

Status and next steps

• Observation letter dated 13 July 2026 received from BSE.

Tierra Agrotech Ltd — Trading Window closed from 1 July 2026 till 48 hours after the declaration of unaudited financial results for the first quarter ended 30 June 2026

Scheme Overview and Purpose

• Composite amalgamation of an unlisted private company into a listed company involving shareholders and creditors.
• Aims to reclassify and reduce share capital, integrate seed production with food processing, and achieve operational synergies.
• Expansion of product portfolio, enhanced R&D, and strengthened domestic and international market position.

Key Terms and Structure

• Amalgamation with share capital reduction and subdivision; appointed date April 1, 2024.
• Not a related party transaction; conducted at arm’s length.
• Subject to approvals from shareholders, creditors, NCLT, and stock exchange filings.

Financial Impact

• Share capital reduced from Rs. 65.59 crore (6.56 crore shares @ Rs.10) to Rs. 26.23 crore (6.56 crore shares @ Rs.4).
• Each Rs.4 share subdivided into 2 shares of Rs.2, doubling share count post-reduction.
• Accumulated losses of ~Rs. 85.89 crore set off against securities premium, improving reserves.
• Share exchange ratio: 84 equity shares (Rs.2 face value) of transferee for every 10 equity shares (Rs.10) of transferor.
• Post-scheme shareholding pattern adjusted with increased shares and changed face value.

Impact on Stakeholders

• Equal treatment of shareholders; no promoter benefit beyond proportional shareholding.
• No reduction in shareholder numbers; only face value and share count adjusted.
• Expected operational efficiencies benefit shareholders, creditors, and employees.
• No adverse impact on liquidity or obligation fulfillment; enhanced liquidity expected from share subdivision.

Status and Next Steps

• Board approved scheme on January 12, 2026.
• Pending statutory and regulatory approvals including NCLT and shareholder/creditor consents.
• Effective date and completion subject to all approvals.