Best Agrolife Limited has submitted its Monitoring Agency Report for the quarter ended March 31, 2026, to the BSE and the National Stock Exchange of India on May 07, 2026, in compliance with Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 162A(4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The report was prepared by Crisil Ratings Limited, the appointed Monitoring Agency, and pertains to the utilization of proceeds raised through a preferential issue of convertible warrants. The company, classified under the Pesticides & Agrochemicals sector, has its registered and corporate office at B-4, Bhagwan Dass Nagar, East Punjabi Bagh, New Delhi-110026.

Issue Background and Revised Proceeds

The preferential issue was open from December 17, 2024, to December 26, 2024, with an original issue size of Rs 200.00 crore. However, due to undersubscription of warrants — arising from non-receipt of the warrant subscription price equivalent to 25% of the Warrants Issue Price — the board of directors, via a resolution dated December 27, 2024, revised the issue size downward to Rs 150.00 crore. The revised allocation of proceeds across the stated objects is detailed below:

Utilization Status for Quarter Ended March 31, 2026

As of the quarter ended March 31, 2025, the company had received Rs 37.50 crore, representing 25% of the revised issue size, as the initial subscription amount. No additional amounts were received or utilized during the quarter ended March 31, 2026. The progress in utilization of the revised issue proceeds is summarized below:

The Monitoring Agency noted no utilization during the reported quarter across all three heads. The balance amount of Rs 112.50 crore is yet to be received from warrant holders. As per the notice to shareholders dated September 06, 2024, warrant holders have the option to convert the warrants into equity shares within 18 months from the date of allotment, i.e., December 27, 2024.

Deployment of Unutilised Proceeds

Based on the management undertaking and a certificate dated April 28, 2026, issued by M/S TATTVAM & Co, Chartered Accountants (Firm Registration Number: 015048N), the unutilised proceeds held in the Preferential Issue account of the company at Indian Bank (Account No. 7867851503) stood at Nil as of March 31, 2026, with no earnings or return on investment recorded for the quarter.

Key Risk: Warrant Exercise Price vs. Market Price

The Monitoring Agency flagged an unfavorable development relevant to investors. The company completed a stock split, reducing the face value of equity shares from Rs 10 each to Rs 1 each, and also executed a bonus issue in the ratio of 1:2 to existing shareholders. Following the stock split, the warrant exercise price was proportionately revised to Rs 64.00 per share, and bonus shares reserved for warrant holders are to be allotted upon exercise of conversion rights, subject to applicable laws.

As on May 04, 2026, the equity shares of the company were trading at approximately Rs 17.75 per share, significantly below the revised exercise price of Rs 64.00 per share. The Monitoring Agency highlighted that this disparity presents an inherent risk of non-exercise of conversion rights, which may impact the realization of the remaining proceeds from the warrants.

Compliance and Certifications

No deviation from the objects of the issue was observed, and no change in the means of finance was reported. The Monitoring Agency confirmed no major deviation over earlier reports. The report was prepared in accordance with Schedule XI of the SEBI ICDR Regulations and is supported by a peer-reviewed Independent Chartered Accountant Certificate dated April 28, 2026, from M/S TATTVAM & Co. The report has been signed by Shounak Chakravarty, Director, Ratings (LCG), Crisil Ratings Limited, and the submission to the exchanges was made by Aarti Arora, CS & Compliance Officer of Best Agrolife Limited. The report is also available on the company's website at www.bestagrolife.com .

Best Agrolife Limited has filed its mandatory annual disclosure with the National Stock Exchange and Bombay Stock Exchange, confirming that the company does not qualify as a Large Corporate entity for the financial year 2025-26 under the Securities and Exchange Board of India framework.

Regulatory Compliance Framework

The disclosure was submitted in accordance with SEBI Circular Nos. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, and SEBI/HO/DDHS/DDHSRACPOD1/P/CIR/2023/172 dated October 19, 2023. These circulars establish the framework for fund raising through issuance of debt securities by large entities and mandate specific disclosure requirements.

Financial Position and Borrowing Details

The company's annual disclosure reveals its current financial standing regarding borrowing requirements:

Compliance Status

As Best Agrolife Limited does not fall under the Large Corporate category as of March 31, 2026, the company is not subject to the mandatory borrowing requirements through debt securities that apply to larger entities. The disclosure shows no incremental borrowing was undertaken during the financial year, and consequently, no mandatory borrowing through debt securities was required.

Previous Block Performance

The company's disclosure also covers the previous block period (FY 2024-2025 to FY 2025-2026), confirming no penalties are applicable. The regulatory framework stipulates a fine of 0.2% of any shortfall in mandatory bond borrowing, but this provision is marked as "Not Applicable" for Best Agrolife Limited.

Corporate Governance

The disclosure was duly signed by key executives including Aarti Arora, Company Secretary and Compliance Officer, and Vikas Sohanlal Jain, Chief Financial Officer. This demonstrates the company's commitment to maintaining proper corporate governance standards and regulatory compliance.

The submission of this annual disclosure reflects Best Agrolife Limited's adherence to SEBI's transparency requirements and provides stakeholders with clear information about the company's borrowing status and regulatory classification for the current financial year.