Puretrop Fruits Limited has announced a comprehensive share buyback program worth ₹22,00,00,000, targeting 11,00,000 fully paid-up equity shares at ₹200 per share through the tender offer route using stock exchange mechanism.

Board Approval and Shareholder Consent

The Board of Directors approved the buyback proposal on January 12, 2026, following provisions of the Companies Act, 2013 and SEBI Buy-back Regulations. The shareholders subsequently approved the proposal through postal ballot, with results declared on February 20, 2026.

Buyback Rationale and Benefits

The company has outlined several strategic reasons for the buyback initiative:

• Distribution of surplus funds to shareholders in proportion to their shareholding
• Enhancement of overall returns to shareholders through improved financial ratios
• Improvement in earnings per share, return on assets, and return on equity
• Providing shareholders flexibility to either participate in buyback or increase their percentage holding
• Reservation of shares for small shareholders as per regulatory requirements

Pricing and Market Premium

The buyback price of ₹200 per share represents attractive premiums over recent market prices:

• 27.51% premium to volume weighted average market price on BSE during three months preceding January 7, 2026
• 23.00% premium over closing price on BSE as of January 6, 2026

Promoter Participation Details

The promoter group, holding 62.39% of total equity shares, has expressed intention to participate in the buyback:

Financial Position and Compliance

Based on audited interim financial statements as of September 30, 2025, the company's aggregate paid-up share capital and free reserves stand at ₹12,628.83 lakhs. The buyback amount represents 17.42% of total paid-up equity capital and free reserves, well within the prescribed limit of 25% under applicable regulations.

The company has confirmed no defaults in repayment of deposits, debentures, dividends, or term loans. Statutory auditors F P & Associates have provided necessary confirmations regarding the company's financial position and ability to service the buyback.

Implementation Mechanism

The buyback will be implemented through BSE Limited as the designated stock exchange, with Pravin Ratilal Share and Stock Brokers Limited serving as the company's broker. Bigshare Services Private Limited will act as the registrar, while Vivro Financial Services Private Limited serves as the manager to the buyback.

Eligible shareholders will receive detailed tender offer documents, with provisions for both dematerialized and physical share participation. The process includes reservation of 15% shares for small shareholders as mandated by regulations.

Puretrop Fruits Limited (formerly Freshtrop Fruits Limited) has disclosed a substantial reduction in promoter shareholding through open market transactions conducted in January 2026. The disclosure was made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Transaction Details

Mayank Ramesh Tandon, a promoter of the company, executed the sale of equity shares through two separate transactions on consecutive days. The following table summarizes the key transaction parameters:

Shareholding Changes

The transactions resulted in a significant reduction in the promoter's stake in the company. The detailed breakdown of shareholding changes is presented below:

Transaction Breakdown

The sale was executed in two phases over consecutive trading days:

• January 27, 2026: Sale of 61,794 shares, reducing holding from 4.16% to 3.39%
• January 28, 2026: Sale of 60,000 shares, further reducing holding from 3.39% to 2.63%

Company Capital Structure

The company's equity share capital structure remained unchanged following these transactions:

Regulatory Compliance

The disclosure was filed by Ashok Vishindas Motiani on behalf of all promoters and promoter group members of Puretrop Fruits Limited. The company secretary Preeti Jaiswar submitted the required documentation to BSE Limited on January 29, 2026, ensuring compliance with SEBI regulations for substantial shareholding changes. The transactions involved no encumbrances, voting rights other than shares, or convertible securities.