Prime Fresh has acquired a controlling stake in its associate company, Florens Fresh Supply Solutions Private Limited, making the latter a subsidiary. The move aims to finance the development and expansion of business operations within the agriculture and food supply chain sector.

The listed entity allotted 15,00,000 equity shares of ₹10 each in Florens Fresh at an issue price of ₹20.75 per share. The total cash consideration for this acquisition amounts to ₹311.25 lakh. The allotment was completed on August 27, 2026.

Florens Fresh, incorporated on May 2, 2018, is engaged in trading, importing, exporting, processing, packaging, preserving, storing, marketing, and distributing fresh, frozen, and processed fruits, vegetables, agricultural produce, and food products. The company operates through online, offline, and technology-enabled e-commerce, B2B/B2C, and supply-chain platforms.

Financial Performance of Target Entity

Florens Fresh reported consistent revenue growth over the last three fiscal years. The turnover figures highlight the scale of the acquired entity:

What the Numbers Show

The target entity’s turnover more than doubled from ₹1,870.35 lakh in FY25 to ₹3,635.72 lakh in FY26. This significant year-on-year growth underscores the operational scaling of Florens Fresh prior to its conversion into a subsidiary, validating Prime Fresh’s strategic decision to consolidate control over the high-growth associate.

Transaction Details

The acquisition falls under the ambit of related-party transactions as Florens Fresh was previously an associate of Prime Fresh. The company stated that the transaction was conducted at arm’s length, with the shareholding acquired through the subscription of equity shares based on an independent valuation report. No governmental or regulatory approvals were required for this acquisition.

This disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2024/0155 dated November 11, 2024, and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Prime Fresh Limited reported Q1 FY27 revenue of ₹61.71 crore, up 15.7% YoY, with PAT rising 50.8% to ₹4.35 crore. The earnings call on August 18, 2026, highlighted margin expansion and the upcoming Nashik Cluster Development Programme (CDP).

Management attributed the strong quarterly performance to volume growth in the services business, old recoveries in pending billings, and inventory gains due to rising fruit and vegetable prices. While Q1 EBITDA margin reached 9.83%, management cautioned that this level may not be sustainable, guiding full-year EBITDA margins to remain between 7% and 7.5%.

Financial Highlights

Financial figures are in ₹ crore except margins and EPS.

What the Numbers Show

The divergence between the 15.7% revenue growth and the 51.0% EBITDA growth indicates significant operating leverage. While sales tonnage rose 68.0% YoY, revenue grew at a more moderate pace, suggesting that the bulk of the volume came from lower-value-per-tonne commodities like onions. However, the substantial margin expansion suggests that higher-margin services and value-added categories are effectively offsetting the lower realization rates on bulk produce, driving profitability ahead of top-line growth.

Strategic Expansion and Operational Scale

The investor presentation for Q1 FY27 outlined key strategic initiatives driving future growth. Prime Fresh has successfully executed a sale deed for the acquisition of 6 acres of land in Shrirampur Village, Sinnar Taluka, Nashik District, Maharashtra. Additionally, the company leased two parcels of land in Nandur Shingote Village (3.73 acres) and Arai Village (0.09 acres) in Nashik District to build the Prime Fresh Sinnar Agro Park and a new cluster. These moves aim to strengthen the agri-supply chain ecosystem, enhance backward integration with farmers, and expand into value-added products.

Operationally, the company highlighted record scale for FY26, with outward volume rising 97.1% to 65,132 MT. Standalone onion procurement tonnage volumes grew approximately 118%, led by a 147.9% increase in onion volumes. The services business, including third-party logistics (3PL) and other value-added activities, grew over 32%, strengthening the non-F&V business mix. Prime Fresh also noted its migration from the BSE SME Platform to the Main Board of BSE Limited on June 6, 2025, which has strengthened institutional visibility. CRISIL reaffirmed its BBB/Stable rating and enhanced rated bank facilities from ₹10 crore to ₹100 crore.

Working Capital and Credit Facilities

Management addressed concerns regarding working capital cycles and receivables. Hiren Ghelani stated that standalone debtors were reduced by approximately ₹12 crore in Q1 FY27. The company aims to reduce debtor days to 88-94 days and keep outstanding debtors below 25% of sales. To support growth without equity dilution, Bank of Baroda increased the cash credit facility limit from ₹7.8 crore to ₹20 crore at an interest rate of 8.5%. An additional ₹20 crore has been sanctioned for the Nashik CDP project.

Nashik Cluster Development Programme

The Nashik CDP is a key growth driver involving backward integration. The project comprises two components: a farmer component with government subsidies of approximately ₹60 crore (35% subsidy) and an Implementing Agency (IA) component requiring an investment of ₹75 crore from Prime Fresh. Of the ₹75 crore IA investment, ₹50-52 crore is eligible for a 40-50% government grant, expected to yield around ₹24 crore in subsidies.

Capex spending is expected to begin between October and November 2026, spanning 18-20 months. The company targets addressing 15,000 farmers, potentially increasing sourcing capability by 15,000 tons in Year 1 and up to 2 lakh tons over six years. This infrastructure aims to transition the business model towards an order-book approach, enhancing credibility with global customers and enabling credit terms from farmers.

Future Outlook and Guidance

Management provided guidance for the coming quarters, targeting volume growth of 15-20% and value growth of 25-30%. Full-year EBITDA margin is guided at 7-7.5%, with net profit margins expected at 5-5.5%. Long-term aspirations include achieving 9.5-11% EBITDA margins by mid-FY28 and reaching ₹2,000 crore in revenue by 2031 through backward and forward integration.

The company plans to expand its product portfolio by adding three to four more categories in the next year. Geographical expansion will focus on Uttar Pradesh, the Northeast, and southern markets. Prime Fresh remains focused on its B2B model, having exited the B2C segment which currently constitutes only 1-2% of business. Exports have been paused since the post-COVID period due to volatile freight rates.

Conference Call Details

Prime Fresh Limited held its earnings conference call for Q1 FY27 on Tuesday, August 18, 2026, at 4:00 pm IST. The session was led by Mr. Jinen Ghelani, Managing Director & CFO, and Mr. Hiren Ghelani, Whole-time Director.

Investors are advised to pre-register using the provided Diamond Pass link to avoid wait times. For those joining via phone, connecting 10 minutes prior to the scheduled start time is recommended.

Post-Call Resources

Following the conference call, Prime Fresh Limited uploaded the investor presentation, audio recording, and transcript to its official website. These materials are also available on the BSE Limited website. Jasmin Jaykumar Doshi, Company Secretary, confirmed the details in the regulatory filing submitted to the exchange.