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.

Shah Foods Limited has fulfilled its quarterly compliance obligations by submitting the mandatory certificate under SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 31st March 2026. The submission was made to BSE Limited on 08th April 2026, demonstrating the company's adherence to regulatory requirements.

Regulatory Compliance Details

The certificate was submitted pursuant to Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018. This regulation mandates listed companies to provide quarterly confirmations regarding the proper handling of securities received for dematerialization.

Certificate Confirmation by Registrar

Bigshare Services Private Limited, serving as the Registrar and Share Transfer Agent for Shah Foods Limited, issued the compliance certificate on 08th April 2026. The certificate confirms several key compliance aspects:

• All securities received from depository participants for dematerialization up to 31st March 2026 were properly confirmed to the depositories
• Securities comprised in the certificates have been listed on the stock exchange where earlier issued securities are listed
• Security certificates received for dematerialization were mutilated and cancelled after due verification by the depository participant
• Names of depositories were substituted in the register of members as registered owners within the prescribed 15-day timeframe

Corporate Information

Shah Foods Limited operates from its registered office at 301, Sarthik Square, Nr. Shapath - 3, S. G. Highway, Bodakdev, Ahmedabad - 380054, Gujarat. The company maintains its corporate identification number as L27200GJ1982PLC005071 and can be contacted at shahfoods.ahmedabad@gmail.com .

The certificate was digitally signed by Managing Director Hemakshi Manan Patel (DIN: 07297442) and countersigned by Akash Shamal as the authorized signatory from Bigshare Services Private Limited. This quarterly submission ensures Shah Foods Limited remains compliant with SEBI's depositories regulations and maintains transparency in its securities handling processes.