Bangalore Fort Farms Limited has witnessed a significant shareholding change as Jagsakti Merchandise Private Limited reduced its stake in the company through an off-market transaction. The regulatory disclosure, filed under SEBI's Substantial Acquisition regulations, reveals important details about this ownership restructuring.

Transaction Overview

Shareholding Changes

The transaction has resulted in a notable shift in Jagsakti Merchandise's ownership position in Bangalore Fort Farms. The detailed shareholding pattern shows the impact of this divestment:

The company's total equity share capital remains unchanged at 47,99,400 shares, with the transaction representing a partial exit rather than a complete divestment.

Regulatory Compliance

The disclosure was filed on December 17, 2025, by Bhanu Mahajan, Director of Jagsakti Merchandise Private Limited (DIN: 00765876). Notably, the company mentioned that the disclosure was revised and resubmitted following an email received on December 12, 2025, highlighting certain discrepancies that required rectification.

Bangalore Fort Farms Limited's shares are listed on both the Bombay Stock Exchange (BSE) with scrip code 539120 and the Calcutta Stock Exchange (CSE) with scrip code 012644.

Market Context

This shareholding reduction comes amid ongoing corporate governance changes at Bangalore Fort Farms Limited. The company had previously announced board meeting considerations including resignations from multiple Independent Directors and changes in key committee constitutions. The convergence of these developments suggests a period of transition for the company as it navigates ownership changes and governance restructuring.

Bangalore Fort Farms Limited has scheduled a crucial board meeting for November 1, 2025, to address significant changes in its leadership and compliance matters. The meeting, set to take place at 12:00 P.M. at the company's registered office in Kolkata, will tackle a range of important issues affecting the company's governance structure.

Director Resignations

The board will consider and record the resignations of four Independent Directors:

• Mr. Gaurav Singh
• Mrs. Shalini Srivastava
• Mr. Sundeep Kumar Tayal
• Mr. Naba Kumar Das

Mr. Naba Kumar Das and Mr. Sundeep Kumar Tayal had already tendered their resignations effective from the close of business hours on October 22, 2025, citing personal reasons.

Committee Restructuring

In light of these resignations, the board will deliberate on changes to the constitution of several key committees:

• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders' Grievance Committee

These changes are likely to ensure the committees maintain their required composition and effectiveness following the departure of the independent directors.

Regulatory Compliance Matters

The board meeting will also address two significant regulatory issues:

1. BSE Penalty: The board will consider and approve the payment of penalties levied by the Bombay Stock Exchange (BSE) for non-filing of voting results in XBRL format. They will also approve the submission of a management reply regarding this matter.

2. SEBI Compliance: The board will place on record the submission of a management reply concerning SDD Non-Compliance under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Impact on Corporate Governance

The simultaneous resignation of four independent directors raises questions about the company's corporate governance practices. Independent directors play a crucial role in protecting shareholder interests and ensuring transparency in company operations.

Investors and stakeholders will likely be watching closely to see how Bangalore Fort Farms addresses these changes and ensures continued adherence to regulatory requirements and corporate governance best practices.