Tecnohuertas 101 absorbs 27 group subsidiaries in two merger phases

Tecnohuertas 101, S.L.U. will absorb 27 companies from the fruit and vegetable conglomerate—the 25 sister subsidiaries Tecnohuertas 102 through Tecnohuertas 118 and Tecnohuertas 201 through Tecnohuertas 208, plus Tecnohuertas, S.A.U. and Global Fotorom, S.L.U.—in a two-phase merger approved on October 15, 2026. The agreement is published in the Official Gazette of the Mercantile Registry (BORME) number 202, dated October 20, 2026, second section, page 6851, with the official reference BORME-C-2026-5521.

The operation is supported by Article 10 of Royal Decree-Law 5/2023, of June 28, regarding structural modifications of commercial companies, and adheres to the special regime of Articles 53 and 56 of the same text, relating to cases assimilated to the absorption of wholly-owned companies. The common merger project was signed on October 13, 2026, by the administrative bodies of all participating companies, and approval by the respective sole partners and sole shareholder occurred two days later, on October 15, 2026.

The requirement that activates this special regime is that all intervening companies are wholly owned, directly or indirectly, by the same ultimate partner: Velto Renewables, S.L. This is not the first time the group has resorted to this formula: in November 2021, the BORME already published a merger of Tecnohuertas, S.A.U. with those same subsidiaries under the previous Law 3/2009, in a move opposite to the one now announced.

A unique reorganization in two successive phases

The merger is configured as a single corporate reorganization, with approval and formalization projected as a single act, but executed in two stages:

• First phase: Tecnohuertas 101, S.L.U. absorbs the 25 sister companies Tecnohuertas 102 through Tecnohuertas 118 and Tecnohuertas 201 through Tecnohuertas 208, all wholly owned by the same direct sole partner, Tecnohuertas, S.A.U.
• Second phase: the absorbing company absorbs Tecnohuertas, S.A.U. and Global Fotorom, S.L.U. through a reverse merger, as these are companies located at higher levels of its corporate ownership chain.

The legal consequence is the dissolution without liquidation of all absorbed companies and the bulk transfer of their assets in favor of Tecnohuertas 101, S.L.U., which will acquire all their rights and obligations by universal succession.

No exchange of shares or capital increase

The specificities of the applied regime avoid the ordinary procedures of a merger:

• It is not appropriate to establish an exchange ratio for the social shares.
• No capital increase of the absorbing company will be carried out.
• The preparation of an independent expert’s report on the merger project is not necessary.
• The administrators’ reports are likewise not required under the legally dispensed terms.

As a result, Tecnohuertas 101, S.L.U. will retain its legal personality and maintain its share capital figure unchanged, without modification to its bylaws.

Rights of shareholders and creditors

The announcement expressly states the powers granted to those who maintain links with the intervening companies:

• Shareholders and creditors may obtain the full text of the adopted merger agreements and the corresponding merger balance sheets, available at the registered offices of the participating companies.
• Creditors may request the guarantees that, where applicable, may proceed, under the terms and deadlines established in Article 13 of Royal Decree-Law 5/2023.

The communication is signed in Madrid, on October 15, 2026, by the joint administrators of the intervening companies:

• Lucas de Haro Izquierdo and Álvaro Gispert Rubio, for Tecnohuertas 101, S.L.U.
• Pablo Romagosa de la Pisa and Álvaro Gispert Rubio, for Tecnohuertas 102 to Tecnohuertas 115
• Álvaro García González and Alejandra Elizabeth Lara Tayo, for Tecnohuertas 116 to Tecnohuertas 118 and Tecnohuertas 201 to Tecnohuertas 208
• Álvaro Gispert Rubio and Álvaro García González, for Tecnohuertas, S.A.U. and Global Fotorom, S.L.U.

The operation concentrates 27 group entities into a single operational parent company and radically simplifies the corporate structure of the conglomerate. For creditors, the change of debtor by universal succession and the opening of the period for requesting guarantees under Article 13 are the elements with immediate practical effects; for employees and suppliers, the merger implies the continuity of legal relationships under a single personality, that of Tecnohuertas 101, S.L.U.

Source: Official Gazette of the Mercantile Registry, no. 202, October 20, 2026, second section (company mergers and acquisitions), p. 6851 (official reference: BORME-C-2026-5521).