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.