Prime fresh promoter Ameesha Karia has disclosed the pledging of 535 equity shares under Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure was submitted on 03.04.2026 to BSE Limited and the target company, providing details of the share encumbrance transaction.

Share Pledging Details

The pledging transaction involves specific parameters that demonstrate the limited scope of the encumbrance relative to Karia's total holdings in Prime Fresh Limited.

Promoter Holdings Overview

Ameesha Karia's shareholding position in Prime Fresh Limited shows her overall stake in the company alongside the recent pledging activity.

Regulatory Compliance

The disclosure fulfills the mandatory reporting requirements under SEBI regulations for promoter share encumbrance activities. The transaction represents a creation of encumbrance through pledging arrangement with Motilal Oswal Financial Services Limited. The shares were pledged specifically to provide margin for trading activities in the securities market, indicating the commercial nature of the arrangement.

Promoter Group Structure

The disclosure document reveals the broader promoter group structure of Prime Fresh Limited, which includes multiple individual and corporate promoters. Hiren Chandrakant Ghelani holds the largest stake among promoters with 4,159,084 shares representing 30.22% of total share capital. Other significant promoter holdings include Jinen Ghelani with 803,289 shares (5.84%) and Hardik Ghelani with 625,800 shares (4.55%). Corporate promoter entities NH Time Investments Research Private Limited and Prosperity Securities Private Limited hold 408,000 shares (2.96%) and 402,000 shares (2.92%) respectively.

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.