Prime Fresh Limited's subsidiary Florens Farming Private Limited allotted 2,40,000 equity shares at Rs. 119 per share on March 31, 2026, in a related party transaction conducted at arm's length. The agricultural subsidiary, incorporated in 2016, has shown consistent growth with turnover reaching Rs. 2164.48 lakhs in FY 2024-25. The equity infusion aims to finance business development and expansion of the subsidiary's farming and horticulture operations.

Prime Fresh Limited's Subsidiary Allots 2,40,000 Equity Shares at Rs. 119 Each

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:

Parameter: Details Number of Shares: 2,40,000 equity shares Face Value: Rs. 10 per share Issue Price: Rs. 119 per share Nature of Consideration: Cash Allotment Date: March 31, 2026

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:

Financial Year: Turnover (Rs. in Lakhs) 2024-25: 2164.48 2023-24: 1350.50 2022-23: 897.79

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.

Prime Fresh Limited has completed the allotment of 1,18,849 equity shares following the conversion of convertible warrants by promoter Mr. Hiren Chandrakant Ghelani. The Finance Committee approved this allotment on March 30, 2026, in compliance with SEBI regulations and the in-principle approval received from BSE Limited on May 27, 2025.

Allotment Details and Financial Structure

The equity shares were allotted at Rs. 164 per share, comprising a face value of Rs. 10 and a premium of Rs. 154 per share. The total value of the allotment reached Rs. 1,94,91,236. The company had initially received Rs. 48,72,809 (25% of the issue price) at the time of warrant allotment and subsequently received the balance amount of Rs. 1,46,18,427 (75% of the issue price) upon conversion.

Parameter: Details Number of Shares Allotted: 1,18,849 Issue Price per Share: Rs. 164 Face Value: Rs. 10 Premium per Share: Rs. 154 Total Allotment Value: Rs. 1,94,91,236 Allottee: Mr. Hiren Chandrakant Ghelani (Promoter)

Impact on Share Capital Structure

Following the allotment, Prime Fresh Limited's capital structure has been updated significantly. The issued share capital now stands at Rs. 14,10,62,040, divided into 1,41,06,204 equity shares of Rs. 10 each. The subscribed and paid-up share capital amounts to Rs. 13,87,98,610, comprising 1,38,79,861 equity shares of Rs. 10 each.

Regulatory Compliance and Approvals

The allotment was conducted under 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 preferential allotment. The original warrant allotment was approved through a postal ballot on May 15, 2025.

Regulatory Aspect: Details Type of Issuance: Preferential Allotment BSE Approval Date: May 27, 2025 Shareholder Approval: Postal Ballot - May 15, 2025 Conversion Tenure: 18 months from warrant allotment Lock-in Period: As per SEBI Guidelines

Warrant Conversion Process

The convertible warrants were part of an initial allotment of 960,000 warrants to promoters on a preferential basis. These warrants carried the option to convert into an equal number of equity shares at Rs. 164 per warrant within 18 months from the allotment date. The allottee, Mr. Hiren Chandrakant Ghelani, has confirmed that no shares were sold or transferred in the 90 trading days preceding the conversion date, meeting SEBI compliance requirements.

The Finance Committee meeting, which commenced at 11:00 AM and concluded at 11:08 AM on March 30, 2026, was conducted through video conferencing. The committee authorized the management to complete all necessary formalities, including filing the Return of Allotment with the Registrar of Companies and making the listing application to BSE Limited for the newly allotted shares.

Meeting Details: Information Meeting Date: March 30, 2026 Meeting Duration: 11:00 AM to 11:08 AM Meeting Mode: Video Conferencing Company Secretary: Jasmin Doshi Managing Director: Jinen Ghelani (DIN: 01872929)

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