On April 1, 2025, Nagarjuna Fertilizers and Chemicals Limited (NFCL) informed the BSE and NSE regarding a significant transaction involving the transfer of a large number of shares. This transaction follows an earlier communication from Amlika Mercantile Private Limited (Amlika), the seller, and Agri Vestors Private Limited (Agri Vestors), the acquirer, regarding the planned transfer of shares in NFCL.

The share purchase agreement was entered into on March 28, 2025, for the sale of 27,17,72,140 shares, which accounts for approximately 45.44% of NFCL's total shares. These shares were initially sold and acquired through a Block Deal on the NSE at a market price of ₹4.31 per share.

The structure of the transaction is as follows:

1. First Part of the Transaction: 15,54,12,063 shares (25.99%) were sold and acquired through the Block Deal.

2. Second Part of the Transaction: The remaining 11,63,60,077 shares (19.46%) were sold and acquired through the Share Purchase Agreement at the same market price, which was derived from the Block Deal.

The total transaction was concluded with the full payment received by Amlika from Agri Vestors. This acquisition has substantial implications for the shareholding structure of NFCL, as Amlika, a promoter entity, transferred a significant stake. Post this transaction, Mr. K. Rahul Raju, the ultimate beneficiary of NFCL, holds a considerable stake through his control over Agri Vestors Private Limited (which holds 99% of Agri Vestors).

Key Details of the Transaction:

• Promoter Involvement: Amlika Mercantile Private Limited is a promoter of NFCL.

• Acquirer: Agri Vestors Private Limited is the acquirer of the shares, and its ultimate beneficiary, Mr. K. Rahul Raju, is also the ultimate beneficiary of NFCL.

• Transaction Date: March 28, 2025.

• Nature of the Agreement: The agreement is a Share Purchase Agreement for the transfer of shares at a price of ₹4.31 per share, facilitated by a Block Deal on the NSE.

The agreement includes significant terms such as the restrictions on further engagement with the shares without prior written consent from the relevant parties. Additionally, the transaction is categorized as a related party transaction, but it has been conducted at "arm's length," ensuring compliance with SEBI regulations and standards for fair corporate governance.

This development is crucial in understanding the changes in NFCL's ownership and control, as it marks a shift in the distribution of shares among key stakeholders. The company will continue to monitor the impact of this transaction on its operations and strategic goals.

In conclusion, this transfer of shares between Amlika Mercantile and Agri Vestors will have a significant impact on NFCL's corporate structure. The company assures all stakeholders that it is fully compliant with the applicable regulations and is committed to transparent disclosure practices under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This communication is intended for your records and further action as necessary.

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