Prime Fresh Limited promoter Mr. Hiren Chandrakant Ghelani has filed the mandatory disclosure under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the allotment of 1,18,849 equity shares through convertible warrant conversion. The Finance Committee approved this allotment on March 30, 2026, with the formal disclosure submitted to BSE Limited on March 31, 2026.

Warrant Conversion and Share Allotment Details

The equity shares were allotted at Rs. 164.00 per share, comprising a face value of Rs. 10.00 and a premium of Rs. 154.00 per share. The total value of the allotment reached Rs. 1,94,91,236.00. The conversion was executed under the preferential allotment framework, with the promoter exercising warrants within the stipulated 18-month conversion period.

SEBI SAST Disclosure and Shareholding Changes

The mandatory disclosure reveals significant changes in the promoter's shareholding pattern following the warrant conversion. Mr. Ghelani's voting rights increased marginally while his convertible warrant holdings decreased substantially due to the conversion process.

Updated Capital Structure

Following the allotment, Prime Fresh Limited's capital structure has been revised. The subscribed and paid-up share capital increased from Rs. 13,76,10,120.00 divided into 1,37,61,012 equity shares to Rs. 13,87,98,610.00 comprising 1,38,79,861 equity shares of Rs. 10.00 each.

Regulatory Compliance and Documentation

The disclosure was submitted to BSE Limited with a formal letter from the promoter's Mumbai address, confirming compliance with SEBI regulations. The Finance Committee meeting was conducted through video conferencing, commencing at 11:00 AM and concluding at 11:08 AM on March 30, 2026. The conversion represents part of the original warrant allotment of 9,60,000 warrants issued to promoters on a preferential basis, with BSE's in-principle approval received on May 27, 2025.

The promoter confirmed that no shares were sold or transferred in the 90 trading days preceding the conversion date, meeting SEBI compliance requirements. The remaining convertible warrants of 7,25,906 continue to be held by the promoter group, representing 5.23% of the current share capital.

Prime Fresh Limited has announced that its subsidiary Florens Farming Private Limited completed the allotment of 2,40,000 equity shares on March 31, 2026. The shares were issued at Rs. 119 per share with a face value of Rs. 10 each, representing a significant investment in the subsidiary's agricultural operations.

Share Allotment Details

The equity share allotment was structured as a cash consideration transaction between the parent company and its subsidiary. The key parameters of the allotment are presented below:

Subsidiary Company Profile

Florens Farming Private Limited, incorporated on December 27, 2016, operates in the agriculture sector with comprehensive farming and horticulture activities. The company's business encompasses cultivation, production, processing, and trading of agro-based products, crops, seeds, plants, fruits, vegetables and related produce through various land acquisition methods including lease, contract farming, and ownership.

The subsidiary has demonstrated consistent growth in its operations over the past three years:

Transaction Classification and Compliance

The share allotment has been classified as a related party transaction since Florens Farming Private Limited is a subsidiary of Prime Fresh Limited. The company has confirmed that the transaction was conducted at arm's length pricing based on an independent valuation report, ensuring compliance with regulatory requirements.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, demonstrating the company's commitment to transparency and regulatory compliance.

Strategic Objectives

The primary objective of this equity infusion is to finance the development and expansion of Florens Farming's agricultural business operations. This investment aligns with the subsidiary's core activities in farming, agriculture, and horticulture, potentially supporting enhanced production capacity and market reach in the agricultural sector.

The transaction reflects Prime Fresh Limited's continued investment in its subsidiary's growth trajectory, particularly in the agriculture industry where Florens Farming has established its operational presence since 2016.