Tech Completes Rs. 144.74 Crore Acquisition of Allenby Food & Beverages

Nagarjuna Agri-Tech Limited has announced the successful completion of its acquisition of Allenby Food & Beverages Private Limited through a comprehensive share swap arrangement. The board of directors approved the transaction during their meeting held on March 20, 2026, marking a significant expansion into the food and beverages sector.

Acquisition Details and Share Swap Structure

The acquisition was executed through the allotment of 2,12,86,020 equity shares of Nagarjuna Agri-Tech Limited at an issue price of Rs. 68 per share on a preferential basis. These shares were issued in exchange for 14,19,068 equity shares of Allenby Food & Beverages Private Limited at a ratio of 15:1 to the 31 equity shareholders of the target company.

Transaction Parameter: Details Total Acquisition Cost: Rs. 144,74,49,360 Shares Issued by Nagarjuna: 2,12,86,020 equity shares Issue Price: Rs. 68 per share Face Value: Rs. 10 per share Allenby Shares Acquired: 14,19,068 equity shares Swap Ratio: 15:1 Acquisition Price per Allenby Share: Rs. 1,020 (including premium of Rs. 1,010)

Target Company Profile

Allenby Food & Beverages Private Limited, incorporated on June 26, 2012, operates as a specialized food and beverages company with headquarters in Kolkata and multiple production units across West Bengal and North East zones. The company focuses on ready-to-eat products and maintains an extensive portfolio of snacking, bakery items, and instant noodles.

Financial Parameter: Amount Authorized Share Capital: Rs. 1,50,00,000 Paid-Up Share Capital: Rs. 1,41,90,680 Net Worth (September 30, 2025): Rs. 4,873 lacs Turnover (FY 2024-25): Rs. 5,295.77 lacs Turnover (FY 2023-24): Rs. 66 lacs Turnover (FY 2022-23): Rs. 0.01 lacs

Strategic Rationale and Business Impact

The acquisition aligns with Nagarjuna Agri-Tech's strategic expansion plans in the food industry sector. The transaction represents a related party transaction, with promoters and promoter group companies participating in the preferential issue through the share swap mechanism. The deal was executed at arm's length pricing based on a registered valuer's valuation report.

The acquisition provides Nagarjuna access to Allenby's established distribution network and product portfolio, particularly in the ready-to-eat segment and instant noodles market. With Allenby's significant revenue growth from Rs. 66 lacs in FY 2023-24 to Rs. 5,295.77 lacs in FY 2024-25, the acquisition brings substantial business scale to the combined entity.

Leadership Changes and Regulatory Approvals

In a separate development, the board cancelled the appointment of Mr. Biswanath Bhattacharya as Chief Executive Officer due to medical grounds. Mr. Bhattacharya was initially considered and appointed as CEO during the February 5, 2026 board meeting, but the position now remains vacant.

The share swap transaction received in-principle approval from BSE Limited on March 6, 2025, and was executed in accordance with the special resolution passed by shareholders in the Extra-ordinary General Meeting held on December 22, 2025. The transaction complies with Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Transaction Completion

Following the completion of the share transfer, Allenby Food & Beverages Private Limited has become a 100% subsidiary of Nagarjuna Agri-Tech Limited. The board meeting commenced at 5:00 PM and concluded at 6:15 PM on March 20, 2026, with Company Secretary & Compliance Officer Deepika Bhutra executing the necessary documentation.

Nagarjuna Agri Tech Limited has successfully completed its strategic expansion into the food and beverages sector after shareholders overwhelmingly approved all resolutions at the Extraordinary General Meeting held on December 22, 2025. The company's three strategic acquisitions totaling Rs. 151.49 crores received requisite majority approval through electronic voting, marking a pivotal move to diversify its business portfolio.

EGM Voting Results

The EGM was conducted through Video Conferencing from 5:00 PM to 5:40 PM IST, with CS Mohit Vanawat serving as the scrutinizer. All eight resolutions were passed with overwhelming shareholder support:

Resolution Type Description Voting Result Ordinary Increase in authorized share capital Approved Special Preferential issue of 2,12,86,020 equity shares Approved Special Allenby Food & Beverages acquisition Approved Special Rafflesia Confectionary acquisition Approved Special Aarini Gourmet LLP acquisition Approved

Key Acquisitions Approved

Shareholders approved three strategic acquisitions that will establish the company's presence in the food and beverages sector:

Acquisition Target Value Stake Acquired Method Allenby Food & Beverages Pvt Ltd Rs. 144.74 crores 100% Share swap (15:1 ratio) Rafflesia Confectionary Rs. 3.00 crores 100% Cash acquisition Aarini Gourmet LLP Rs. 3.75 crores 60% Cash investment

Management Changes Approved

The EGM also approved significant management appointments to support the expanded operations:

Position Name DIN Status Managing Director Ms. Rachna Suman Shaw 10414115 New appointment Whole Time Director Mr. Sumit Sengupta 09184493 Designation change Independent Director Mr. Somenath Chatterjee 08921463 New appointment

Share Capital Enhancement

To facilitate the acquisitions, shareholders approved increasing the authorized share capital from Rs. 30.00 crores to Rs. 35.00 crores. The company will issue up to 2.13 crore equity shares at Rs. 68.00 per share through preferential allotment for the Allenby acquisition.

Strategic Business Focus

The approved acquisitions will establish Nagarjuna Agri-Tech's presence in:

Allenby Food & Beverages: Comprehensive food and beverage operations

Rafflesia Confectionary: Manufacturing of various bread products

Aarini Gourmet LLP: Artisanal bread and custom cake specialization

Shareholding Impact

Post-acquisition, the promoter holding in Nagarjuna Agri-Tech will decrease from 63.11% to 35.09%, while introducing new non-promoter shareholders through the share swap arrangement with Allenby Food & Beverages.

Implementation Timeline

The cash acquisitions of Rafflesia Confectionary and Aarini Gourmet LLP are scheduled for completion on or before March 31, 2026, allowing for phased integration of the new business operations.

This strategic expansion positions Nagarjuna Agri-Tech to capitalize on the growing demand for ready-to-eat and artisanal food products while diversifying its revenue streams beyond its traditional agricultural technology focus.

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