MRC Agrotech Limited has announced the execution of an exclusive marketing, promotion and distribution memorandum of understanding with Government Fruit Preservative Factory (GFPF), Commerce & Industries Department, Government of Sikkim. The agreement was signed on 21 January 2026 and disclosed under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Strategic Partnership Framework

The MOU establishes a comprehensive commercial framework between MRC Agrotech Limited and the government-owned manufacturing entity. Under this arrangement, MRC Agrotech will undertake branding, marketing, promotion, distribution and sales of retail-packaged products manufactured by GFPF in India and select overseas markets, subject to agreed territorial exclusions.

Commercial Structure and Operations

The agreement includes a moratorium period designed for completion of preparatory, pre-operational and readiness activities. Commercial operations will commence after this initial phase in accordance with the agreed terms. The MOU establishes detailed commercial operations framework including responsibilities of both parties, confidentiality provisions, intellectual property protection, termination mechanisms and dispute resolution procedures.

The arrangement operates on a principal-to-principal basis and does not create any partnership, joint venture, agency or equity relationship between the parties. MRC Agrotech confirmed that the transaction will be conducted at arm's length and does not fall within related party transactions.

Business Impact and Strategic Context

The company stated that this partnership aligns with its strategy to strengthen the agri-business vertical by expanding market access, branding capabilities, distribution network and value-chain integration through strategic collaborations with government-owned manufacturing entities. The exclusive nature of the arrangement provides MRC Agrotech with dedicated marketing and distribution rights for GFPF's retail-packaged products.

Regulatory Compliance and Materiality

MRC Agrotech justified the disclosure under Regulation 30 citing the strategic nature of the arrangement, binding contractual framework, potential revenue and business impact, multi-year duration with exclusivity, and engagement with a government entity. The company emphasized that the MOU contains binding commercial obligations, exclusivity provisions, defined terms, termination rights, and dispute resolution mechanisms despite being styled as a memorandum of understanding.

The Government Fruit Preservative Factory operates as a government-owned manufacturing unit under the Commerce & Industries Department, Government of Sikkim, engaged in processing and sale of fruit-based products. The company indicated that further disclosures will be made as and when required in accordance with applicable laws and regulations.

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MRC Agrotech Ltd has successfully completed the allotment of 1,08,40,007 equity shares on preferential basis following its Board of Directors meeting held on January 3, 2026. The company allotted shares at ₹19.50 per equity share with a face value of ₹10.00 each to both promoter and non-promoter categories, as announced in its regulatory filing to BSE.

Share Allotment Breakdown

The board meeting, which commenced at 11:45 AM and concluded at 12:15 PM, resulted in the successful allotment of shares across two distinct consideration categories:

Cash Consideration Allottees

The company allotted 21,97,910 equity shares for cash consideration to eight non-promoter investors. The major allottees include Tejal Pratyush Bhartiya (4,50,000 shares), Swati Jain (4,50,000 shares), Santosh Dube (4,09,200 shares), and Vikram Bajaj HUF (3,50,000 shares). Other investors include Sillenium Infra Project Pvt Ltd, Devjeet Chakraborty, Saurabh Goswami, and Neetu Singh.

Non-Cash Consideration and Strategic Acquisition

The larger portion of 86,42,097 shares was allotted for consideration other than cash, primarily for acquiring 100% equity shares of MARSAPI Life Sciences Private Limited on a share swap basis. The allottees include both promoter and non-promoter categories:

Regulatory Compliance and Background

The allotment was executed pursuant to BSE's in-principle approval granted vide letter no. LOD/PREF/TT/FIP/1400/2025-26 dated December 22, 2025. The preferential issue was previously approved by shareholders during an Extraordinary General Meeting held on June 28, 2025. The allotment complies with Chapter V of SEBI ICDR Regulations and Regulation 30 of SEBI LODR Regulations.

Post-Allotment Shareholding Impact

Following the allotment, significant changes occurred in the shareholding pattern. Wordexx Ventures Pvt Ltd emerged as a major shareholder with 10.62% stake, while Ashok Kumar Singh holds 6.94% and Vindu Mahendra Pratap Singh holds 5.14%. The allotment strengthens the company's capital base while facilitating the strategic acquisition of MARSAPI Life Sciences Private Limited.

Company Secretary Rahul Mathur signed the disclosure documents dated January 3, 2026, ensuring full compliance with stock exchange notification requirements and regulatory obligations.