Navigant Corporate Advisors Limited has submitted a draft letter of offer to the Securities and Exchange Board of India (SEBI) for an open offer involving Shah Foods Limited, marking a significant corporate development in the takeover space.

Open Offer Details

The draft letter, dated February 25, 2026, outlines an open offer by acquirers Ankit Jalan and Anuj Jalan to acquire up to 60,61,900 equity shares of Shah Foods Limited, representing 26.00% of the company's emerging equity and voting share capital. The offer price has been set at Rs. 62.50 per equity share.

Underlying Transaction Structure

The open offer stems from a complex preferential allotment arrangement. The acquirers and their persons acting in concert (PACs) have agreed to acquire 1,58,85,037 equity shares through a share subscription agreement involving Tandhan Power Technologies Private Limited as the selling company.

Under this arrangement, the acquirers will receive equity shares in Shah Foods Limited in exchange for their holdings in Tandhan Power Technologies Private Limited, valued at Rs. 62.50 per share. This transaction will result in Tandhan Power Technologies becoming a wholly-owned subsidiary of Shah Foods Limited.

Financial Arrangements and Compliance

The acquirers have demonstrated financial readiness by depositing Rs. 950.00 lacs in an escrow account with Axis Bank Limited, which exceeds the mandatory 25% of the total offer consideration. Net worth certificates confirm Ankit Jalan's net worth at Rs. 3,460.85 lacs and Anuj Jalan's at Rs. 2,869.57 lacs as of February 10, 2026.

Target Company Background

Shah Foods Limited, incorporated in 1982 and listed on BSE (scrip code: 519031), was previously engaged in trading food products and vegetables but currently has no active business operations with nil revenue. The company's shares are classified as infrequently traded under SEBI regulations.

The target company's current paid-up capital stands at Rs. 59.75 lacs divided into 5,97,500 equity shares of Rs. 10 each. Post the preferential allotment, the emerging share capital will expand to 2,33,15,000 equity shares.

Regulatory Timeline and Process

The offer follows a structured timeline with key milestones already completed, including the public announcement on February 10, 2026, and detailed public statement publication on February 17, 2026. The identified date for determining eligible shareholders is March 24, 2026.

Shareholders can participate through the stock exchange mechanism via BSE's acquisition window, with Allwin Securities Limited serving as the buying broker. The settlement process will follow existing secondary market procedures for both dematerialized and physical shares.

Strategic Implications

Upon successful completion, the acquirers and PACs will hold 95.39% of Shah Foods Limited (assuming full acceptance), triggering a change in control. The acquirers have indicated intentions to continue or diversify the company's business activities while maintaining its listing status and ensuring compliance with minimum public shareholding requirements.

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.