Shah Foods Limited has announced the appointment of Mr. Nuren Lodaya as its Secretarial Auditor for the financial year 2025-26. The decision was taken by the Board of Directors at its meeting held on May 19, 2026, in compliance with Regulation 24(A) and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointment Details

The company informed the BSE Limited that Mr. Nuren Lodaya, a Practising Company Secretary from a Peer Reviewed Firm, will undertake the secretarial audit. The appointment is effective from May 19, 2026. The board meeting commenced at 1:45 pm and concluded at 2 pm on the same day.

Profile of the Auditor

Mr. Nuren Lodaya brings over eight years of post-qualification experience to the role. His expertise spans corporate compliance, governance, and secretarial audit. He has been in active practice for the past four years, providing services to both listed and unlisted entities. His firm is peer-reviewed by the Institute of Company Secretaries of India (ICSI), ensuring adherence to high professional standards.

Regulatory Disclosures

The disclosure regarding the appointment was made to the stock exchange under Regulation 30 of the SEBI Listing Obligations Regulations. The company confirmed there are no relationships between directors that require disclosure in this context.

Navigant Corporate Advisors Limited, acting as Manager to the Offer, has issued a Pre-Offer Advertisement on behalf of acquirers Mr. Ankit Jalan and Mr. Anuj Jalan pursuant to Regulation 18(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The open offer is for the acquisition of up to 60,61,900 equity shares of Shah Foods Limited, representing 26.00% of its existing equity and voting share capital, at a price of ₹62.50/- per fully paid-up equity share payable in cash. The offer opens on 13th May, 2026 and closes on 26th May, 2026. There has been no competitive bid to this offer.

Open Offer Details

The open offer is being made under Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011. The key parameters of the offer are outlined below:

Persons Acting in Concert (PACs)

The acquirers are supported by the following persons acting in concert:

• PAC-1: Jalan Sarees Private Limited
• PAC-2: Ritu Jalan
• PAC-3: Daivik Jalan
• PAC-4: Prachi Jalan
• PAC-5: Ankit Jalan HUF
• PAC-6: Anuj Jalan HUF
• PAC-7: Radhika Jalan

IDC Recommendation and Key Findings

The Committee of Independent Directors (IDC) of Shah Foods Limited met on 08.05.2026 to evaluate the open offer. After a thorough review of all relevant offer documents, the IDC formally concluded that the open offer is fair and reasonable in accordance with the SEBI (SAST) Regulations, 2011. The IDC's recommendation was published on 11th May, 2026 in Financial Express (English, all editions), Jansatta (Hindi, all editions), and Pratakhkaal (Marathi, Mumbai edition). The IDC recommended acceptance of the open offer, citing the following key reasons for concluding the offer price of ₹62.50/- per fully paid-up equity share is fair and reasonable:

• The offer price is reasonable considering the negative book value and negative profitability of the company.
• The offer price of ₹62.50/- per share is equal to the price paid by the acquirers for the preferential allotment.
• The offer price of ₹62.50/- per share is higher than the price paid by the acquirers to sellers under the share purchase agreement.
• The equity shares of Shah Foods Limited are infrequently traded shares within the meaning of Regulation 2(i) of SEBI (SAST) Regulations, 2011.
• The offer price of ₹62.50/- per share is more than the fair value of ₹59.40/- per equity share, as certified by CA Amit Maloo, Independent Valuer (Membership No. 078498), vide valuation certificate dated February 10, 2026 (UDIN: 26078498RCQXAF3256).

The IDC noted that while it considers the open offer fair and reasonable and in accordance with the Takeover Code, shareholders should independently evaluate the offer and take an informed decision.

IDC Composition and Independence

The Committee of Independent Directors comprised the following members:

None of the IDC members hold any equity shares in Shah Foods Limited, nor have they entered into any contract or relationship with the company. The IDC members also confirmed they have no relationship with the acquirers or PACs, and no trading was done by them in the equity shares or other securities of the target company.

Regulatory and Procedural Updates

The Draft Letter of Offer was submitted to SEBI on 25th February, 2026 in terms of Regulation 16(1) of the SEBI (SAST) Regulations. Final observations were received from SEBI vide Letter No. HO/49/12/11(43)2026-CFD-RAC-DCR1/10164/2026 dated 24th April, 2026 under Regulation 16(4), which have been incorporated in the Letter of Offer (LOF). The dispatch of the LOF to all public shareholders of the target company was completed on 05th May, 2026. A copy of the LOF is available on the websites of SEBI ( www.sebi.gov.in ) and the Manager to the Offer ( www.navigantcorp.com ). Eligible shareholders may participate in the offer by approaching their respective Broker/Selling Broker and tendering shares as per the prescribed procedure.

Revised Schedule of Activities

The Pre-Offer Advertisement filed on 12.05.2026 includes a revised schedule of activities. The key dates, including original and revised timelines, are presented below:

The Identified Date is only for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent. All owners (registered or unregistered) of equity shares of the target company, except the acquirers, PACs, selling company, promoters of the target company, and public category preferential allottees, are eligible to participate in the offer any time before the closure of the offer.