Shah Foods Limited has issued a corrigendum to its Extra Ordinary General Meeting (EGM) notice, announcing modifications to key resolutions related to preferential securities issuance. The company's Board of Directors approved certain alterations on 24th February 2026 to the original notice dated 10th February 2026.

Meeting Details and Modifications

The EGM is scheduled for Friday, 06th March 2026 at 12:00 P.M. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The Board approved modifications to resolutions and explanatory statements relating to Item Nos. 2 and 3 of the original EGM notice.

Authorised Share Capital Enhancement

The company proposes to significantly increase its authorised share capital to support future business expansion and fund requirements.

Preferential Issue for Share Swap

Shah Foods proposes to issue equity shares for consideration other than cash as part of acquiring 100% shareholding in Tandhan Power Technologies Private Limited.

The issue includes allotment to nine proposed allottees, with Anuj Jalan receiving the highest allocation of 41,32,474 shares, followed by Ankit Jalan with 40,20,802 shares. All proposed allottees will transition from non-promoter to promoter status upon completion.

Cash Consideration Preferential Issue

The company also proposes a separate preferential issue for cash consideration to strengthen its capital base.

The proceeds will be utilized across multiple purposes including investments in subsidiaries (Rs. 64,30,00,000/-), step-down subsidiary working capital (Rs. 10,00,00,000/-), debt repayment (Rs. 29,20,00,000/-), and general corporate purposes.

Additional Resolutions

The EGM agenda encompasses several other significant proposals:

• Object Clause Alteration: Modification to reflect the company's expanded business activities in batteries, UPS systems, and power backup solutions
• Memorandum and Articles Amendment: Updates to align with Companies Act, 2013 provisions
• Borrowing Limits: Increase to Rs. 500 crores with corresponding charge creation powers
• Investment Powers: Enhanced limits for loans, guarantees, and investments up to Rs. 500 crores
• Director Appointment: Mr. Vinodkumar Shrikrishna Garg (DIN: 07066207) as Non-Executive, Non-Independent Director
• Registered Office: Shifting from Gujarat to West Bengal

Acquisition Details

The share swap arrangement involves acquiring Tandhan Power Technologies Private Limited, a company engaged in power storage and backup solutions. The acquisition is strategically aimed at expanding Shah Foods' presence in allied business segments and enhancing operational synergies.

The corrigendum forms an integral part of the original EGM notice and should be read in conjunction with all other terms and conditions remaining unchanged from the 10th February 2026 notice.

Ankit Jalan and Anuj Jalan have announced a mandatory open offer to acquire up to 60,61,900 equity shares of Shah Foods Limited at ₹62.50 per share, representing 26.00% of the company's emerging equity and voting share capital. The offer, valued at ₹37,88,68,750, follows regulatory requirements under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations.

Open Offer Structure and Pricing

The cash offer is being made jointly by the Jalan brothers along with seven persons acting in concert (PACs), including Jalan Sarees Private Limited and various family members. The offer price of ₹62.50 per fully paid-up equity share will be paid entirely in cash, in accordance with SEBI regulations.

Detailed Public Statement Published

Navigant Corporate Advisors Limited, serving as Manager to the Offer, has published the detailed public statement on February 17, 2026, in compliance with SEBI regulations. The comprehensive document outlines all terms and conditions of the open offer, including acquirer details, financial arrangements, and regulatory approvals required.

The Jalan brothers have demonstrated substantial financial capacity for the transaction, with Ankit Jalan's certified net worth of ₹3,460.85 lacs and Anuj Jalan's net worth of ₹2,869.57 lacs as of February 10, 2026. An escrow account has been established with Axis Bank Limited, with ₹950.00 lacs deposited to secure the offer obligations.

Triggering Transactions

The open offer obligation was triggered by two key transactions approved on February 10, 2026. The board of directors of Shah Foods Limited authorized a preferential allotment of 2,27,17,500 fully paid-up equity shares, representing 97.44% of the emerging equity and voting share capital.

Under this preferential issue, the Jalan brothers and their associates will receive 1,58,85,037 equity shares in exchange for acquiring 1,67,00,000 equity shares of Tandhan Power Technologies Private Limited at ₹62.50 per share. Additionally, 68,32,463 equity shares will be allotted to public category investors at ₹110 per share.

Share Purchase Agreement

Simultaneously, the Jalan brothers executed a share purchase agreement to acquire 2,92,839 existing equity shares (1.26% of emerging capital) from seven current promoters of Shah Foods Limited. This acquisition, valued at ₹1,75,70,340, will be completed at ₹60 per share, with Ankit Jalan acquiring 1,46,420 shares and Anuj Jalan acquiring 1,46,419 shares.

Post-Transaction Shareholding and Timeline

Following the completion of both transactions, the Jalan brothers and their associates will collectively hold 1,61,77,876 shares, representing 69.39% of Shah Foods Limited's emerging equity and voting share capital. The Jalan brothers will be classified as promoters, while the PACs will form part of the promoter group.

The offer is scheduled to open on April 10, 2026, and close on April 24, 2026, following the established timeline under SEBI regulations. The preferential allotment requires approval from shareholders through an extraordinary general meeting scheduled for March 06, 2026.

Company and Regulatory Details

Shah Foods Limited, incorporated in 1982 and headquartered in Ahmedabad, Gujarat, has its shares listed on BSE Limited under scrip code 519031. The company's equity shares are classified as infrequently traded under SEBI regulations, with an annualized trading turnover of 5.02% during the twelve months prior to the public announcement.

The open offer is being managed by Navigant Corporate Advisors Limited, which holds SEBI registration number INM000012243, with Bigshare Services Private Limited appointed as the registrar to the offer.