Dear Sir, Please find the attachment. Regards, For MRC Agrotech Limited Compliance Officer
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The board of MRC Agrotech Ltd approved two preferential allotments of equity shares at Rs. 16 each (a Rs. 6 premium over the Rs. 10 face value). The first is a cash issue of up to 6,00,000 shares (Rs. 96 lakh) to two non-promoter investors. The second is a larger issue of up to 1,05,32,556 shares (about Rs. 16.85 crore) to be issued to shareholders of MARS API Lifesciences Pvt Ltd as non-cash consideration for acquiring 100% of that company. The acquisition brings MARS API Lifesciences, a pharma-herbal trading business with FY25 turnover of Rs. 95.5 lakh and EBITDA of Rs. 6.68 lakh, into MRC Agrotech as a wholly-owned subsidiary. The board also approved raising authorised share capital from Rs. 20.5 crore to Rs. 35.5 crore and called an EGM on June 20, 2025 for shareholder approval.
The share-swap acquisition will dilute existing shareholders by roughly a third but gives MRC Agrotech entry into the pharma-herbal sector without cash outflow. Pending EGM approval, minority shareholders should watch the swap ratio and valuation of the target company, given that the promoter's own involvement in both companies may raise related-party concerns.