Tierra Agrotech Ltd

AGM Details

• AGM held on 30 September 2026 at 01:00 PM via VC/OAVM; cut-off date 23 September 2026.

Key Resolutions

• Item 1 (Ordinary): Adopt audited standalone and consolidated financial statements; outcome: passed.
• Item 2 (Ordinary): Re-appoint director retiring by rotation; outcome: passed.
• Item 3 (Special): Appoint independent director; outcome: passed.

Voting Results

• Item 1: Passed with majority in favour; small number against.
• Item 2: Passed; no significant dissent.
• Item 3: Passed; strong support from promoter and public.

Dividend

• No dividend proposed or declared.

Director Changes

• Re-appointment of Srinivasa Rao Paturi as director.
• Appointment of Jonnada Vaghira Kumari as Independent Director.

Auditors

• Statutory auditors remain unchanged; no appointment changes.

Material Related Party Transactions

• No material related party transactions approved.

Other Material Approvals

• No ESOP or other material approvals disclosed.

Key Decisions

• Board decided not to proceed with the Composite Scheme and to withdraw the same.
• Receipt of BSE Observation/No Objection Letter dated 13 July 2026 noted.

Tierra Agrotech Ltd – Trading Window closed from 1 October 2026 till 48 hours after the declaration of unaudited financial results for the second quarter ended 30 September 2026

Financial snapshot

• Standalone revenue from operations rose to 7273.04 Lakhs.
• Standalone total revenue reached 7430.68 Lakhs.
• Standalone net loss: 591.54 Lakhs.
• Consolidated revenue from operations: 9846.71 Lakhs.
• Consolidated total revenue: 10001.10 Lakhs.
• Consolidated net loss: 498.37 Lakhs.
• Basic EPS: Standalone -0.92; Consolidated -0.78.
• Dividend for FY2025-26 not recommended due to losses.
• Tidas Agrotech Private Limited became wholly owned subsidiary on 22 Aug 2025.
• Subsidiary turnover: 2,573.68 Lakhs; net profit: 83.35.
• 100% dematerialisation of Tierra Agrotech shares as of 31 Mar 2026.

Subsidiaries & group structure

• Tidas Agrotech Private Limited became wholly owned subsidiary on 22 Aug 2025.
• As of 31 Mar 2026, Tidas is a material subsidiary; turnover 2,573.68 Lakhs, net profit 83.35.
• Consolidated results include Tidas from control date; prior period shown accordingly.
• No material non-material subsidiary other than Tidas; Nil non-material subsidiaries.

Governance & board changes

• Board comprises 3 Independent Directors, including one woman, plus 1 Whole-time Director and 2 Non-Executive Directors.
• Neha Soni resigned as Independent Director on 16 May 2026.
• Smt Jonnada Vaghira Kumari appointed Independent Director from 14 Aug 2026.
• Sri Jayaram Prasad Munnangi resigned as Non-Executive Director on 1 Sep 2026.
• Statutory Auditor: M/s Ramasamy Koteswara Rao & Co. LLP; Secretarial Auditor: N. Vanitha.
• Internal Auditors: NSVR & Associates LLP; CEO/CFO certification submitted.

Capital structure & liquidity

• Debt-Equity Ratio (Standalone): 0.20x; prior year 0.01x.
• Debt Service Coverage Ratio (Standalone): 0.16x.
• Standalone cash and cash equivalents: 1.62 Lakhs; Consolidated: 40.08 Lakhs.
• Share capital: 6,559.37 Lakhs; 6,55,93,693 equity shares fully dematerialised.
• Equity on a consolidated basis: 9,813.47 Lakhs; Standalone 9,795.27 Lakhs.
• Net cash from operating activities (Standalone): -1,703.43 Lakhs; financing: +1,639.29 Lakhs.

Audits & controls

• Statutory auditors: M/s Ramasamy Koteswara Rao & Co. LLP.
• Secretarial auditor: Smt. N. Vanitha; MR-3 Secretarial Audit attached.
• Internal audit: NSVR & Associates LLP; board emphasizes strong internal controls.
• CEO/CFO certifications submitted; going concern statements given.

Related party transactions

• All related party transactions are at arm's length and ordinary course.
• RPT policy disclosed on company website.
• Loans/advances to Tidas Agrotech Private Limited: 189.23 Lakhs; maximum outstanding 189.23.

Outlook & risks

• Management aims to expand product portfolio, strengthen R&D, and deepen Pan-India distribution.
• Risks include climate change, government policies, competition, and monsoon variability.
• Ongoing Composite Scheme of Arrangement with Nishpra Community Solutions; in-principle BSE approval received July 13, 2026; NCLT Hyderabad filing pending.

Resignation of director

• Resignation of Jayaram Prasad Munnangi, Non-Executive Non-Independent Director, effective 01 Sep 2026.

Committee reconstitution

• NRC reconstituted; effective 01 Sep 2026; Chairperson: Sateesh Kumar Puligundla.
• NRC Members: Srinivas a Rao Paturi and Simhadri Suryanarayana.
• RMC reconstituted; effective 01 Sep 2026; Chairperson: Srinivasa Rao Paturi.
• RMC Members: Simhadri Suryanarayana, Vijay Kumar Deekonda, Dr. Virupaxagouda Patil, Mupparapu Ranjith.
• RMC includes executive and senior management: CFO and GM-R&D.

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