The Securities and Exchange Board of India (Sebi) has barred SME-listed Nirman Agri Genetics Ltd (NAGL) from accessing the securities market for alleged diversion of IPO funds. Sebi has also directed the company to halt all proposed corporate actions — including a bonus issue, stock split, and a name change to Agriicare Life Corp Ltd — until further orders.
In an interim order passed on Tuesday, Sebi Whole-Time Member Kamlesh Chandra Varshney also restrained the company’s promoter Pranav Kailas Bagal from buying, selling, or dealing in NAGL shares, directly or indirectly, till further directions.
Sebi’s investigation found that the company had mis-utilised about Rs 18.89 crore, or 93 percent of the total IPO proceeds of Rs 20.30 crore, by transferring funds to entities that were either fictitious, suspect in nature, or controlled by Bagal and his relatives. The regulator noted that NAGL submitted conflicting information regarding fund utilisation without any credible explanation for the discrepancies.
Sebi order noted, “The Company has failed to furnish any credible proof of any agreement or invoices backing the transactions between the Company and the said parties. To top it all, in case of three entities to whom the Company claims to have made payment, the bank accounts where the payments were credited were found to be belonging to entirely different parties.”
According to Sebi, NAGL claimed to have paid Rs 12.14 crore to four vendor entities, but these firms had suspect credentials. The company failed to provide valid agreements or invoices to substantiate the payments. In some cases, the bank accounts receiving funds belonged to entirely unrelated parties. Site visits by NSE revealed that the entities were non-existent at the given addresses and no agricultural activities were found, contrary to NAGL’s claims.
Sebi also alleged that NAGL diverted Rs 6.75 crore of IPO proceeds through multiple layers to entities linked to the promoter and his relatives, who directly benefited from the diversion.
Further analysis showed that the promoter group’s shareholding had fallen by 21.26 percent since listing in March 2023 — from 65.59 percent at the time of listing to 44.33 percent as of September 2025. Sebi observed that Bagal sold around 8.6 lakh shares, representing 10.71 percent of his holding, during September 2025.
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Sebi interim order observed, “Pranav Kailash Bagal (Noticee no. 2), who is the Promoter and MD of the Company, has disposed of around 8.6 Lakh shares (10.71 percent holding in the Company) during the month of September, 2025, at prices based on mis-stated financials of the company, and has received Rs 16.08 crore as sale consideration.”
NAGL raised Rs 20.30 crore through its IPO in March 2023 and was listed on the NSE SME platform Emerge on March 28, 2023. The lead manager to the issue was First Overseas Capital Ltd (FOCL).
Sebi initiated the examination as part of a broader review of IPOs handled by FOCL between May 2022 and April 2025, following irregularities found in the IPO of Synoptics Technologies Ltd. NAGL’s IPO was one of the issues scrutinised during this probe.
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