Pajson Agro plans Rs 354.52 crore Pacific Global acquisition

Pajson Agro India Limited has proposed buying 100% of Pacific Global FZCO for Rs 354.52 crore through a share swap, subject to shareholder approval, in a transaction that would add a group with 60,000 metric tonnes of annual raw-cashew processing capacity in Côte d’Ivoire to Pajson Agro.

What will Pajson Agro acquire from Pacific Global?

Pajson Agro proposes to acquire all 136,000 ordinary shares of Pacific Global, representing 100% ownership of the Dubai-registered company. Pacific Global was incorporated in the United Arab Emirates on August 20, 2025, and the proposed acquisition price is Rs 26,067.42 for each of its 136,000 ordinary shares.

Pacific Global and its wholly owned subsidiaries procure raw cashew nuts, manage inventory and process raw nuts into cashew kernels through a subsidiary. The group sells processed kernels to third-party customers in the US, Europe, Middle East and China, and the disclosed business category is processing edible nuts and agro-commodity products.

The group’s operating presence spans the UAE and Côte d’Ivoire, according to the filing. Its Côte d’Ivoire operations have installed annual capacity to process 60,000 metric tonnes of raw cashew nuts, while Pajson Agro said the acquisition is intended to expand its business operations and strengthen its presence in international markets.

How will Pajson Agro fund the Pacific Global purchase?

Pajson Agro plans to settle the Rs 354.52 crore consideration entirely through a share swap rather than a cash payment. It proposes to issue up to 1,20,58,397 new fully paid equity shares on a preferential basis at Rs 294 each to Pacific Global’s existing shareholders.

The proposed shares have a face value of Rs 10 each, compared with the Rs 294 issue price. Pajson Agro said the price was determined under Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the issue remains subject to shareholder and other applicable approvals.

Pulkit Jain is proposed to receive up to 61,49,783 shares, while Parshva Jain and Jayesh Bhagia are proposed to receive up to 57,27,739 and 1,80,875 shares, respectively. Pajson Agro stated that the acquisition through a share swap is outside the scope of a related-party transaction under its disclosure.

What financial details has Pajson Agro disclosed for Pacific Global?

Pajson Agro disclosed consolidated Pacific Global turnover of Rs 104.18 crore for January 2026 to August 2026 and consolidated net worth of Rs 351.20 crore as of August 31, 2026. The turnover figure covers eight months, rather than a full financial year, and the filing does not disclose profit, operating cash flow, debt or asset details.

Pacific Global reported nil consolidated turnover from August 2025 to December 2025, compared with Rs 104.18 crore from January 2026 to August 2026. The latter period followed the company’s August 20, 2025 incorporation, but Pajson Agro did not provide a prior like-for-like operating-period comparison.

The proposed Rs 354.52 crore consideration is Rs 3.32 crore above the disclosed consolidated net worth of Rs 351.20 crore as of August 31, 2026. That comparison is limited because the filing does not set out Pacific Global’s earnings, liabilities, cash generation or the valuation approach used for the share-swap transaction.

When could Pajson Agro complete the Pacific Global acquisition?

Pajson Agro said the acquisition could take approximately two to three months, subject to shareholders approving the preferential issue of up to 1,20,58,397 shares. Its board approved the proposed acquisition, share swap and draft extraordinary general meeting notice on November 4, 2026.

The extraordinary general meeting is scheduled for December 4, 2026. The filing lists governmental or regulatory approvals required for the acquisition as not applicable, while also stating that the preferential issue is subject to shareholder approval and any statutory or regulatory approvals that may be required.

Pajson Agro has constituted a preferential issue committee to take necessary actions and approve transaction documents for the proposed issue. The board meeting on November 4, 2026 began at 4:00 p.m. Indian Standard Time and concluded at 4:35 p.m. Indian Standard Time.

How do the capital and employee-option proposals relate to the deal?

Pajson Agro has proposed increasing authorised share capital to Rs 40 crore from Rs 25 crore, subject to member approval. The increase would create an additional 1,50,00,000 equity shares of Rs 10 each, taking authorised shares to 4,00,00,000 from 2,50,00,000.

The additional authorised capital of Rs 15 crore exceeds the Rs 12.06 crore aggregate face value of the proposed 1,20,58,397 acquisition shares. The filing does not specify how much of the increased authorised capital would be allocated to the Pacific Global share swap, the employee option scheme or any other future issuance.

Separately, Pajson Agro’s board approved the Pajson Agro Employee Stock Option Scheme 2026 with a pool of up to 11,90,480 options, each exercisable for one new equity share of Rs 10 face value. No options had been granted as of the November 4, 2026 disclosure, so none had vested, been exercised or generated proceeds.

The nomination and remuneration committee will set the exercise price for options, which cannot be below the Rs 10 face value on the grant date. Vesting may range from one year to seven years after grant, while vested options can be exercised for up to three years and allotted shares may have a lock-in of up to three years.

Conclusion

The proposed transaction would give Pajson Agro full ownership of Pacific Global and its UAE and Côte d’Ivoire cashew-processing operations through a Rs 354.52 crore non-cash share swap. Pacific Global disclosed Rs 104.18 crore of consolidated turnover for January 2026 to August 2026 and Rs 351.20 crore of consolidated net worth as of August 31, 2026, while the filing leaves profit, debt and cash-flow information undisclosed.

The next scheduled event is the December 4, 2026 extraordinary general meeting, where shareholders will consider the preferential issue and capital proposals. Subject to that approval, Pajson Agro expects completion in about two to three months, and the proposed 1,20,58,397-share issue plus the 11,90,480-option pool remain relevant to its future equity structure.