Order in the matter of Nirman Agri Genetics Limited

Order in the matter of Nirman Agri Genetics Limited Page 1 of 4

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.

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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.

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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

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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