Order in the matter of Nirman Agri Genetics Limited

WTM/KV/CFID/CFID-SEC2/32656/2026-27 SECURITIES AND EXCHANGE BOARD OF INDIA CONFIRMATORY ORDER UNDER SECTIONS 11 (1), 11(4) AND SECTION 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 IN THE MATTER OF NIRMAN AGRI GENETICS LIMITED

In respect of: Noticee No. Name of Noticee PAN 1. Nirman Agri Genetics Limited AAHCN1021C 2. Pranav Kailas Bagal EHJPB8209L (The aforesaid entities are hereinafter individually referred to by their respective names / Noticee no. and collectively as “Noticees”, unless the context specifies otherwise)

A. BACKGROUND 1. Nirman Agri Genetics Limited (“NAGL” / “Company”), incorporated in August, 2020, has its registered office at 3rd Floor, Samarth House, Opposite Titan World, Mahatma Nagar, Nashik, Maharashtra- 422005. It is engaged in the business of production, processing and marketing of agriculture hybrid seeds, crop protection solution, pesticides, bio-organics products etc.

2. Securities and Exchange Board of India (“SEBI”) issued an Interim Order dated October 14, 2025 (“Interim Order”) against the Company and its Promoter and Managing Director, Mr. Pranav Kailas Bagal following an examination into the utilization of IPO proceeds raised by the Company. The prima facie findings revealed a systematic diversion and siphoning of approximately 93% of the IPO proceeds. The funds were allegedly routed through conflicting vendor profiles, non-existent entities, and shell layers, ultimately benefiting the promoter group and connected persons. Order in the matter of Nirman Agri Genetics Limited

3. In view of the threat to market integrity and investor protection, based on prima facie findings, the following ad-interim directions were issued via paragraph 57 of the Interim Order: a) Noticee No. 1 was restrained from accessing the securities market in any manner until further orders. b) Noticee No. 1 was directed to halt corporate actions relating to its bonus issue, stock split, and proposed company name change. c) Noticee No. 2 was restrained from buying, selling, or dealing in the scrip of NAGL, directly or indirectly.

4. Vide the Interim Order, Noticees were provided an opportunity to file written replies/objections within 21 days and to request personal hearing, if required.

B. INSPECTION OF DOCUMENTS AND PERSONAL HEARING 5. Pursuant to the passage of Interim Order, the authorised representatives of Noticees inspected the relevant documents after seeking multiple extensions. However, Noticees did not file any written submissions. Personal hearing was granted to the Noticees on May 13, 2026. However, the Noticees sought extension for personal hearing and their authorised representatives appeared before me through video conferencing on July 16, 2026 and made their submissions. It was, inter alia, submitted that some funds alleged to have been diverted had been received back in the company’s account. It was further stated that in view of the profitable financials of the company, the interim directions as regards corporate actions (stock split, bonus issue and change in name) may be vacated.

6. After arguing the matter, the authorised representatives of the aforesaid Noticees sought two weeks’ time to file their written submissions with supporting documents. However, the written replies were not received within the stipulated time or even after that. Considering various extensions granted in the past, significant time has elapsed and therefore, I deem it fit to proceed with these proceedings based on the oral submissions made by the Noticees.

C. CONSIDERATION OF SUBMISSIONS AND FINDINGS 7. I have carefully examined the submission that a portion of the diverted IPO funds has been returned to NAGL's account. While any claim of repatriation of funds is noted, there is no evidence submitted for the same. Further, bringing back part of their diversion does not erase the initial act of routing public money through layered, fictitious, or suspect entities immediately following the IPO listing. The fact that funds were moved out remains an alleged violation of the securities laws. Further, despite granting opportunity to furnish supporting documents, Noticees have failed to provide any documents. Further, the Noticees have not furnished any signed agreements or other documents to validate the transfer of IPO funds to various entities as alleged in the Interim Order. The Noticees have not produced any other evidence to rebut the prima facie findings of the Interim Order.

8. The Noticees submitted that the Company had profitable financials and sought to justify the revival of corporate actions. I note that such an argument must be viewed with extreme caution. As established in the Interim Order, the Company's financials in the public domain do not present a true and fair picture of its operations, given that massive capital allocations were routed as unverified “advances for purchases”. In my view, financial profits reported on the basis of mis-stated or manipulated accounting entries cannot form a legitimate basis for regulatory relief.

9. I am of the view that the request to proceed with a stock split and a bonus issue cannot be acceded to at this stage. As observed in paragraph 54 of the Interim Order, these actions may artificially increase liquidity and market float, which, when coupled with the change of name, prima facie appear designed to induce retail investor participation. Allowing these corporate actions while Noticees are under investigation for serious fraud would create an imminent risk of further offloading onto unsuspecting investors, particularly when Noticees have not come forward to produce any evidence of its innocence.

10. Thus, I find that the contentions raised by Noticees fail to dismantle the strong prima facie case of fund siphoning and fraud made out in the Interim Order. I am of the view that the balance of convenience strongly rests on maintaining the ad-interim measures to secure the integrity of the securities market and prevent irreversible harm to public shareholders

D. ORDER 11. In view of the foregoing, I, in exercise of the powers conferred upon me under Sections 11(1), 11(4), and 11B (1) read with Section 19 of the SEBI Act, 1992, I hereby confirm the ad-interim directions issued vide the Interim Order dated October 14, 2025, against Noticees.

12. The observations made in the present Order are tentative in nature, pending detailed investigation. The detailed investigation shall be carried out without being influenced by any of the directions passed or any observation made either in the Interim Order or in the present Order. Based on the outcome of the detailed investigation, appropriate action shall be taken in accordance with law.

13. The above directions shall take effect immediately and shall be in force until further orders.

14. A copy of this Order shall be forwarded to Noticees, Stock Exchanges, Depositories, and Registrar and Share Transfer Agents for necessary action and compliance of the above directions.

PLACE: MUMBAI KAMLESH CHANDRA VARSHNEY DATE: AUGUST 10, 2026 WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA