Nova AgriTech IPO Basis of Allotment

---

This is a public announcement for information purposes only and is not a prospectus announcement and does not constitute an invitation or offer to acquire, purchase or subscribe to securities. Not for release, publication or distribution directly or Indirectly, outside India. Initial public offer of equity shares on the main board of BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE" and together with BSE, the "Stock Exchanges") in compliance with Chapter II of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 201, as amended ("SEBI ICDR Regulations")

Our Company was incorporated as a private limited company under the provisions of the Companies Act, 1956 on May 9,2007 at Hyderabad. Andhra Pradesh as "Nova Agritech Private Limited*. The name of our Company was subsequently changed to *Nova Agritech Limited*, upon conversion into a public company, pursuant to a shareholders' resolution dated September 08.2018. and a fresh certificate of change of name was issued by the Registrar of Companies. Hyderabad (*RoC") on September 24,2018. For further details in relation to change in name and Registered Office of our Company, please see the section titled History and Certain Corporate Matters' on page 221 of the Prospectus dated January 28,2024 filed with the RoC ("Prospectus").

Our Company has filed the Prospectus dated January 28,2024 with the RoC, and the Equity Shares are proposed to be listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and trading is expected to commence on January 31,2024.

INITIAL PUBLIC OFFERING OF 3,50,75,693 EQUITY SHARES OF FACE VALUE OF Rs. 21- EACH ("EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF Rs.41/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM/I OF Rs.39/- PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO Rs.14,381.03 LAKHS (THE "OFFER") COMPRISING A FRESH OFFER OF 2,73,17,073 EQUITY SHARES AGGREGATING TO Rs. 11,200.00 LAKHS BY OUR COMPANY (THE "FRESH OFFER") AND AN (I OFFER FOR SALE OF 77,58,620 EQUITY SHARES AGGREGATING TO Rs.3,181.03 LAKHS BY NUTALAPATIVENKATASUBBARAO (SELLING SHAREHOLDER) (AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDER THE "OFFER FOR SAALE"). THE OFFER WOULD CONSTITUTE 37.91 % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE "OFFER FOR SALE" AND TOGETHER WITH THE FRESH OFFER, THE "OFFER".

1. Negative Cash Flow: Our Company had negative cash flow during certain fiscal years; details of which are given below. Sustained negative cash flow could adversely impact our business, financial condition and results of operations. The details of cashflow from various activities is as follows:

(Amount in Rs. lakhs)

2. Delay in realisation of trade receivable: Any default in payment by customers or delay in realising trade receivables as per details given hereinunder may have an adverse effect on our business and financial operation. The details of trade receivables is as follows:

(Amount in Rs. Lakhs)

3. Contingent liabilities: We have contingent liabilities which could materially and adversely affect our business, results of operations and financial condition. A summary table of our contingent liabilities for the period ended September 30,2023 and the last three financial years is set forth below:

(Amount in Rs. Lakhs)

4. Geographical Concentration Risk: A substantial part of the revenue generated by the Company is from the jurisdiction of Andhra Pradesh, Karnataka and Telangana. The revenue distribution of products manufactured by NATL and NASPL across the states of Andhra Pradesh, Karnataka, Telangana and other states is as per table provided below. Any change in Government policies towards the agriculture sector, regulations, economic conditions or climatic conditions in these jurisdictions may adversely affect our business and results of operations:

(Amount in Rs. Lakhs)

(Amount in Rs. Lakhs)

5. Dependence on Research & Development (R&D): Our business depends on R & D based on which we manufacture our products. The consolidated R&D expenditure incurred for the six months period ended September 30, 2023, FY 2022-23, FY 2021-22, and FY 2020-21 are Rs.36.24 lakhs, Rs.65.67 lakhs, Rs.49.62 lakhs and Rs.61.23 lakhs, respectively representing 0.35%, 0.31%, 0.27% and 0.38% of the total revenue to the corresponding periods. We shall continue to invest towards our R&D process, however, we cannot assure that we shall be able to achieve profitability in the future out of such investment towards our R&D process.

6. Substantial requirement of working capital: Our business requires a substantial amount of working capital, primarily to operate our manufacturing plants, finance our production, including the purchase of raw materials. The working capital requirement for the Company for the six months period ended September 30, 2023 was Rs.6,911.40 lakhs and for the Financial Year 2022-2023, Financial Year 2021-2022 and Financial Year 2020-2021 was Rs.6,375.44 lakhs, Rs.5,686.86 lakhs and Rs.5310.68 lakhs, respectively. Our inability to meet our working capital requirements orto meet out financial obligations, could adversely affect our financial condition.

7. Fluctuations in prices of raw material: We may be subject to fluctuations in prices or any unavailability of the raw materials that we use in our products. On a consolidated basis, our cost of raw materials and its percentage of revenue for the period ended September 30,2023 and financial years ended March 31,2023, March 31,2022 and March 31, 2021 are Rs.6,546.87 lakhs, Rs.11,994.18 lakhs, Rs.12,211.67 Lakhs and Rs.9,855.52 Lakhs, respectively whereas the percentage to revenue are 63.43%, 56.96%, 65.81 % and 61.38% respectively.

8. Risk related to single manufacturing location: Our Company currently has only one manufacturing plant situated at Sy.No.251/A/1, Singannaguda Village, Mulugu Mandal, Siddipet Medak Telangana - 502279. Further, any change in regulation in the state of Telangana, or any lockdown, strike, lock out of our manufacturing facility in Telangana will have a negative effect on our production and will have an adverse effect on our business as we do not have any other manufacturing unit located outside the one in Telangana mentioned herein above.

9. Dependence on dealer network: If we are unable to effectively manage or expand our dealer network and operations or pursue our growth strategy and maintain healthy relations with existing dealers, our sales may be affected and we may not achieve our expected levels of profitability which may adversely affect our business prospects, financial condition and results of operations.

10. Failure to comply with the quality standards: We are subject to strict technical specifications, quality requirements, regular inspections and audits by various authorities and/or regulators and our failure to comply with the quality standards and technical specifications prescribed may lead to loss of business and could negatively impact our reputation, which would have an adverse impact on our business prospects and results of operations.

11. Business subject to climatic conditions: Our business is subject to climatic conditions. Seasonal variations and unfavourable weather patterns may have an adverse effect on our business, results of operations and financial condition.

12. Arrangements with suppliers of raw material: We may be unable to maintain or establish arrangements with suppliers through whom we procure raw materials and may experience other disruptions or quality control risks in the operations of such parties.

13. Lower per hectare pesticide consumption: The per hectare consumption of pesticides is very low in India and such reduction in consumption may have an adverse effect on the profitability of our business. Of the total pesticides produced in India, the average per hectare chemical pesticides consumption accounted to 0.26 kg/hectare during the period 2018-19 to 2022-2023. In FY 23, the per hectare pesticide consumption in India, was 0.23kg/hectare.

14. Challenges of agri input industry; The agri input industry being a niche industry faces a lot of challenges such as (a) R&D costs (b) Distribution Systems, (c) Spurious products, (d) Lack of awareness, (e) Genetically modified seeds and (f) Organic farming. Our inability to meet and overcome the challenges may have an adverse effect on the business.

15. Bio fertilizer market outlook: The bio fertilizer market outlook has been growing at a certain pace. We cannot assure that the growth outlook of our Company will be in similar pace as that of the industry. Any slowdown in our growth outlook may have an adverse effect on the profitability and results of operations of our Company.

16. Brand Risk: Our business and results of operations are influenced by the strength and popularity of our brands. Failure to maintain the strength and popularity of our brand could adversely affect the value and perception of our brands and have a material adverse effect on our business.

17. Risk relating to Government approvals: Our business is subject to applicable government regulations and legislations and we require certain statutory and regulatory approvals, licences, registrations and permissions for operating our business in different states. If we are unable to make applications or renew or obtain necessary permits, licences and approvals on acceptable terms, in a timely manner, or in the event of failure to comply with the terms and conditions therein could lead to cancellation, revocation or suspension of relevant permits, licenses, registrations and approvals and the imposition of penalties by relevant authorities.

18. Changes in Government Policies: Any changes in Government policies relating to the agriculture sector, such as withdrawal of or changes in incentives and subsidies provided to farmers, adverse changes in commodity prices or minimum support prices could affect the ability of farmers to spend on crop protection products.

19. Risk relating to violation under the Legal Metrology Act: Any violation under the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011 by us may lead to fines and penalties, or seizure and forfeiture of our products which could adversely affect our business.

20. Delay in/non-compliance of regulatory filing: There may have been certain instances of non-compliances and delay in filings with respect to certain regulatory filings for corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory actions and penalties for any such past or future non-compliance or delays and our business, financial condition and reputation may be adversely affected. The details of the delayed filings are as below:

21. Offer for sale proceeds: Our Company will not receive any proceeds from the Offer for Sale. Selling Shareholder is selling equity shares in the Offer and will receive proceeds as part of the Offer for Sale.

22. Details of public issue handled in the past two years by two BRLMs associated with the Offer:-

This Offer was made through the Book Building Process, in terms of Rule 19(2)<b) of the Securities Contracts (Regulation) Rules, 1957, as amended ( SCRR'), read with Regulation 31 of the SEBIICDR Regulations. This Offer was made through the Book Building Process in terms of Regulation 6(1) of the SEBi ICDR Regulations, wherein not more than 50% of the Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers (*QIBs and such portion, the 'QIB Portion'). Our Company and the Selling Shareholder, may in consultation with the BRLMs. allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ( Anchor Investor Portion*), of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors ( Anchor Investor Allocation Price"),in accordance with SEBI ICDR Regulations, In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares were added to the Net QIB Portion, Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds was less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were added to the remaining Net QIB Portion for proportionate allocation to QlBs. Further, not less than 15% of the Offer was available for allocation to Non-lnstitutional Bidders out of which (a) one third of such portion was reserved for applicants with application size of more than Rs. 2.00 lakhs and upto Rs. 10.00 lakhs; and (b) two third of such portion was reserved for applicants with application size of more than Rs. 10.00 lakhs, provided that the unsubscribed portion in either of such sub-categories was allocated to applicants in the other sub-category of non- insbtutional investors* and not less than 35% of Offer was available for allocation to Retail Individual Bidders i RIBs) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders, (expect Anchor Investors), were mandatority required to participate in the Offer through the Application Supported by Blocked Amount ( ASBA') process by providing details of their respective ASBA Accounts (as defined hereinafter) including UPl ID in case of RIBs in which the Bid Amount were blocked by the Self Certified Syndicate Banks rSCSBs") or by the Sponsor Banks under the UPl Mechanism, as the case may be, to the extent of respecbve Bid Amounts. Anchor Investors were permitted to participate in the Offer through the ASBA process. For further details, please see the chapter titled 'Offer Procedure" beginning on page 404 of the Prospectus.

The bidding for Anchor Investor opened and dosed on January 19,2024. The Company received 04 applications from 04 Anchor Investors for 1,17,17,230 Equity Shares. The Anchor Investor Offer Price was finalized at Rs.41/- per Equity Share. Atotal of 1,05,22.220 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 43,14,11.020.

The Offer received 22,45,810 applicabons for 2,80,61,18,540 Equity Shares resulbng in 80.00 bmes subscnpbon as disclosed in the Prospectus. The details of the applications received in the Offer from Retail Individual Bidders, Non-lnstitubonal Bidders and QIBs are as under (before technical rejections)

Final Demand

A summary of the final demand as per NSE and BSE as on the Bid'Offer Closing Date at different Btd prices ts as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on January 29.2024.

A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBA Applications)

The Bass of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs.41/- per Equity, was finalized in consultation with BSE. This category has been subscribed to the extent of 78.22 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 1,22.76,493 Equity Shares to 20,59,808 successful applicants. The category-wise details of the Basis of Allotment are as under:

B. Allotment to Non-lnstitutional Bidders (more than 72 lakhs and upto 710 lakhs) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than 7 2 lakhs and upto 710 lakhs), who have bid at the Offer Price of 741/- per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 235.54 times. The total number of Equity Shares allotted in this category is 17,53.785 Equity Shares to 76.743 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to Non-lnstitutional Bidders (more than Rs.10 lakhs) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.10 lakhs), who have bid at the Offer Pnce of Rs.41/- per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 231 04 times The total number of Equity Shares allotted in this category is 35,07,569 Equity Shares to 31,996 successful applicants. The category-wise details of the Basis of Allotment are as under: (Sample)

D. Allotment to QIBs (After Technical Rejections)

Allotment to QIBs, who have bid at the Offer Pnce of Rs.41/- per Equity Share or above, has been done on a proportionate basis m consultation with BSE. This category has been subscribed to the extent of 79.60 times of Net QIB portion. As per the SEBI Regulations. Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. Nil Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e.70.15,626 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 70.15.626 Equity Shares, which were allotted to 52 successful Applicants.

E. Allotment to Anchor Investors (After Technical Rejections)

The Company, in consultation with the BRLMs. have allocated 1,05.22.220 Equity Shares to 04 Anchor Investors (through 04 Anchor Investor Application Forms) at an Anchor Offer Price at Rs.41/- per Equity Share in accordance with SEBIICDR Regulations, This represents 60% of the Ql B portion

The Board of Directors of our Company at its meeting held on January 29,2024 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to vanous successful appticants. The Allotment Advice Cum Refund Intimation andfor notices have been dispatched to the address of the investors as registered with the depositories Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on January 30.2024 and the payments to non-syndicate brokers have been issued on January 30.2024. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on January 30.2024 for credit into the respective benefiaary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE and NSE on January 30.2024. The Company has recaved the listing and trading approval from BSE & NSE. and trading will commence on January 31.2024.

Note: All capitalized terms used and not defined herein shaB have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made was hosted on the website of Registrar to the Offer, Bigshare Services Private Limited at www.bigshareonline.com.

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicant. Serial number of the Bid cum Application form number. Bidders DP ID, Client ID, PAN. date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares bid for. name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF NOVAAGRITECH LIMITED.

NOVA AGRITECH LIMITED has filed a Prospectus dated January 28,2024 with the RoC The Prospectus s made available on the website of the SEBI at www.seto.gov.rn as well as on the website of the BRLMs i.e.. Keynote Financial Services Limited at https://keynoteindia.net and Bajaj Capital Limited at www.bajajcapital.com. the -website of the NSE at wvw.nseindia.com and the website of the BSE at www.bsemdia.com and the website of the Company at www.novaagri.in. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, please see the section titled 'Risk factors' beginning on page 29 of the Prospectus. Potential investors should not rely on the DRHP for making any investment decision but can only rely on the information included in the Red Herring Prospectus.

This announcement has been prepared for publication in India and may not be released in the United States. This announcement does not constitute an offer of securities for sale in any jurisdiction, induding the United States, and any securities described in this announcement may not be offered or sold in the United States absent registration under the US Secunties Act of 1933, as amended, or an exemption from registration Any public offenng of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements. However, no offenng of securities is being made in the United States.