Desi Farms gets BSE nod for ₹135 share-swap securities

What BSE has approved

Desi Farms India Limited has received in-principle approval from BSE Limited for a preferential issue of multiple securities. The company plans to issue equity shares, Compulsorily Convertible Preference Shares (CCPS), and Compulsorily Convertible Debentures (CCDs). The securities will be issued at ₹135 each and are proposed to be allotted through a share swap. The swap involves both promoters and non-promoters, as disclosed in the company’s intimation. Importantly, the consideration is “other than cash,” aligning the transaction with asset or share exchange mechanics rather than a cash fundraise. The company stated the move is subject to compliance with applicable regulatory provisions before final allotment.

Preferential issue structure and pricing

BSE’s approval covers three instruments at a uniform issue price of ₹135 per security. The company has specified that the face value for each instrument is ₹10. The structure includes a large equity component and two convertible instruments that will ultimately convert into equity at a predetermined price. This indicates that the company is using a mix of immediate equity and deferred equity through mandatory conversion instruments. The use of CCPS and CCDs also introduces coupon obligations before conversion, as described in the terms. These features matter because they affect near-term cash outflows and eventual equity dilution.

Number of securities cleared by the exchange

The exchange approved the issuance of 3,21,20,990 equity shares. In addition, it approved 37,61,600 CCPS and 50,66,356 CCDs. The CCPS carry a 3% coupon rate, while the CCDs carry a 5% coupon rate, according to the disclosure. All instruments are proposed to be issued on a preferential basis. The company also clarified that both CCPS and CCDs are compulsorily convertible into equity shares. Specifically, the CCPS are structured to convert into 37,61,600 equity shares and the CCDs into 50,66,356 equity shares.

Share swap mechanics and “consideration other than cash”

The preferential issue is proposed to be executed pursuant to a share swap involving promoters and non-promoters. The company has described the allotment as being for consideration other than cash, which is common when securities are issued to acquire businesses or assets. Under such structures, the company issues its own securities to sellers instead of paying cash. This can preserve cash balances while enabling acquisitions or consolidation. However, it typically results in changes to the shareholding structure and requires careful regulatory compliance, particularly around pricing, disclosures, and lock-in requirements under SEBI norms.

SEBI ICDR compliance conditions highlighted

The company has noted that it must adhere to SEBI’s ICDR Regulations for the preferential issue. It also disclosed that it must monitor trading by allottees, reflecting the regulatory focus on preferential allotment-related trading restrictions. The approval is not the final step, since the company still needs to complete allotment in line with applicable rules and filings. Such approvals generally require adherence to conditions related to disclosures, pricing, eligibility, and timelines. The company’s intimation indicates that compliance requirements will be monitored as part of the process.

Listing application deadline after allotment

Following the allotment, Desi Farms India Limited is required to submit a listing application within twenty days to recognised stock exchanges. The disclosure references Schedule XIX - Para (2) of the ICDR Regulations for this timeline. The company also indicated that failure to meet this deadline may result in penalties under a SEBI circular, though the circular number was not fully stated in the provided text. This timeline is important because it defines when the newly issued securities can be admitted for trading, subject to exchange processes. For investors, the timeline can affect liquidity and the visibility of the post-issue capital structure.

Link to SER Industries and acquisition-led expansion

The broader context includes SER Industries Limited’s acquisition activity and corporate actions that tie into the Desi Farms identity. SER Industries announced on January 21, 2026 that its board approved two acquisitions totaling ₹552.8 crore. These were the acquisition of SNA Milk & Milk Products Limited for ₹305.8 crore and DFSU Farmer Connect Private Limited for ₹247 crore. Both transactions were structured as share swaps, as per the disclosed transaction summary. Separately, SER Industries also held an Extra-ordinary General Meeting (EGM) on February 20, 2026 that approved a name change to ‘Desi Farms India Limited’ and enabled financial and governance actions linked to acquisitions.

What shareholders approved at the EGM

At the February 20, 2026 EGM, shareholders approved an increase in borrowing powers to ₹200 crore. The board was also authorised to provide loans, guarantees, or investments up to ₹800 crore. The authorised share capital was increased from ₹6 crore to ₹46 crore. The company stated these approvals were linked to funding the acquisition of SNA Milk and Milk Products Limited and DFSU Farmer Connect Private Limited. The EGM also approved a preferential issuance of equity shares, preference shares, and debentures to facilitate these buyouts. Approvals were also secured for related party transactions involving the acquired entities and the Managing Director, Sunil Kumar Shahi, as stated in the disclosure.

Business growth plans and earlier acquisitions

The text also refers to a revenue target of ₹800 crore by FY27, attributed to founder and CEO Sunil Shahi. In FY26, Desi Farms acquired Healthy Mithai, described as a Mumbai-based D2C brand focused on sugar-free and preservative-free sweets. It also acquired Suruchi Dairy, a 28-year-old company with a processing capacity of 3.5 lakh litres per day, in a ₹130 crore deal. To support expansion, the company raised ₹155 crore in funding from investors including NAV Capital and NOVA Capital. Separately, another account described Desi Farms’ Suruchi Dairy acquisition as a ₹130 crore all-cash deal, noting that a 51% stake was acquired in June and the remaining 49% stake was expected to be acquired the following month.

Key facts at a glance

Why this matters for investors and compliance tracking

A large preferential issue executed through a share swap can materially alter a company’s equity base once conversions occur. In this case, the inclusion of CCPS and CCDs adds defined coupons of 3% and 5%, which can influence cash flow until conversion. The stated requirement to monitor allottee trading is also relevant for governance and regulatory compliance, particularly around lock-ins and market conduct for preferential allottees. The twenty-day timeline for filing listing applications creates a clear compliance milestone after allotment, with penalties referenced for delays. Investors tracking the stock will likely focus on the final allotment date, the filing timeline, and subsequent listing approvals to understand when the new securities become effective for trading.

Conclusion

Desi Farms India Limited’s BSE in-principle approval outlines a preferential issue of equity, CCPS, and CCDs at ₹135 per security through a share swap. The company has flagged SEBI ICDR compliance, allottee trading monitoring, and a twenty-day post-allotment listing application deadline as key requirements. The transaction sits alongside an acquisition-led expansion strategy that includes the ₹552.8 crore dual acquisition approvals and earlier deals such as Suruchi Dairy and Healthy Mithai. The next concrete step is the company completing the allotment and filing the listing application within the prescribed timeline.