Prime Fresh Limited has officially announced the results of its postal ballot process, with shareholders unanimously approving all three special resolutions related to key director appointments. The company filed the voting results with BSE Limited under Regulations 30 and 44 of SEBI (LODR) Regulations, 2015, marking a significant milestone in corporate governance.

Regulatory Compliance and Process Overview

The remote e-voting process was conducted from February 08, 2026, at 09:00 AM IST to March 09, 2026, at 05:00 PM IST. The company appointed Mr. Umesh Ved, Practicing Company Secretary (CP. No.: 2924), as the Scrutinizer for the remote e-voting process. Shareholders holding shares as on the cut-off date of January 30, 2026, were eligible to participate in the voting process.

Approved Special Resolutions with Appointment Details

All three special resolutions received unanimous approval from participating shareholders with specific appointment terms:

Resolution 1: Regularization of Mr. Nishit Popat (DIN: 09279612) as Non-Executive Independent Director with effect from February 5, 2026, for a term of five consecutive years.

Resolution 2: Re-appointment of Mr. Jinen Ghelani (DIN: 01872929) as Managing Director for a term from May 17, 2026, to May 16, 2031.

Resolution 3: Re-appointment of Mr. Hiren Ghelani (DIN: 02212587) as Whole-Time Director for a term from June 6, 2026, to June 5, 2031.

Comprehensive Voting Results

The postal ballot achieved significant shareholder participation with consistent voting patterns across all resolutions:

Director Profiles and Qualifications

Mr. Nishit Popat brings extensive corporate law expertise with qualifications including B.Com, M.Com, LL.B, LLM (Gold Medalist), MBA in Financial Management, and CS (Professional). He operates as a corporate law consultant specializing in Companies Act, Labor Law, SEBI Laws, and serves as Chief Operating Officer and Finance Manager of a main board listed company.

Mr. Jinen Ghelani contributes over 28 years of experience in fruits & vegetable supply chain, 3PL solutions, retail and FMCG industries. He focuses on procurement, operations, sales, and building stronger farmer networks across India. He is the brother of Whole-Time Director Hiren Ghelani.

Mr. Hiren Ghelani, aged 46 years, holds a Bachelor's Degree in Business Administration from Saurashtra University and Masters of Commerce from Mumbai University. With 23+ years of experience in capital markets, networking, and resource allocation, he formulates strategies to enhance shareholder value.

Corporate Governance Enhancement

The successful completion of the postal ballot process strengthens Prime Fresh Limited's leadership structure. Mr. Umesh Ved confirmed that all resolutions were passed with the requisite majority, with 34 shareholders participating comprising 9 promoter members and 25 non-promoter members. The company secretary Jasmin Doshi digitally signed the regulatory filing, ensuring compliance with SEBI Master Circular requirements dated January 30, 2026.

Prime Fresh Limited has completed the allotment of 44,715 equity shares through the conversion of convertible warrants, as approved by its Finance Committee on February 24, 2026. The allotment was made to promoter Mr. Hiren Chandrakant Ghelani at Rs. 164.00 per share, including a share premium of Rs. 154.00 each.

Warrant Conversion Details

The conversion process involved a two-stage payment structure. The company had initially received 25% of the issue price amounting to Rs. 18,33,315 at the time of warrant allotment. Subsequently, Mr. Ghelani paid the remaining 75% of Rs. 54,99,945 to complete the warrant conversion into equity shares.

SEBI Disclosure and Regulatory Compliance

Following the allotment, Mr. Ghelani filed the mandatory disclosure under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 with BSE Limited on February 25, 2026. The disclosure was submitted from his Mumbai address to BSE's Phiroze JeeJeebhoy Tower office.

The allotment was conducted pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company had received in-principle approval from BSE Limited on May 27, 2025, for this transaction.

Shareholding Pattern Changes

The SEBI disclosure reveals significant changes in Mr. Ghelani's shareholding structure following the warrant conversion:

Updated Capital Structure

Following the allotment, Prime Fresh Limited's capital structure has been updated:

The transaction was structured as a preferential allotment under SEBI guidelines, with the allottee confirming compliance with all regulatory requirements including the 90-day trading restriction preceding the relevant date. The convertible warrants carried a maximum conversion tenure of 18 months from the original allotment date.