Tejassvi Aaharam Limited faces a significant corporate development as multiple acquirers have announced an open offer to acquire up to 70,00,000 equity shares under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer, valued at ₹7,00,00,000, represents a strategic move following a proposed preferential issue and share swap arrangement.

Open Offer Details

The open offer is being made by four acquirers: Prasanna Natarajan (Acquirer 1), Rajat Chakra Credit & Holdings Private Limited (Acquirer 2), Sipping Spirits Private Limited (Acquirer 3), and Saranga Investments & Consultancy Private Limited (Acquirer 4), together with Rajalakshmi Natarajan as Person Acting in Concert (PAC).

The offer price of ₹10 per equity share has been determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, 2011. The consideration will be paid in cash, and the offer is not conditional upon any minimum level of acceptance.

Background Transaction

This open offer is triggered by a proposed preferential issue where Tejassvi Aaharam Limited's Board of Directors approved the issuance of 4,21,97,154 fully paid-up equity shares to the acquirers and PAC. The preferential issue is structured as consideration other than cash, pursuant to a share swap arrangement for acquiring 27,77,042 equity shares of Funk Foods Private Limited.

Consequently, Tejassvi Aaharam Limited will acquire 100% equity share capital of Funk Foods Private Limited, making it a wholly owned subsidiary.

Acquirer Profiles

Prasanna Natarajan, the primary acquirer, is a 45-year-old entrepreneur with 25 years of experience across insurance, investments, agribusiness, fitness, beverages, and food innovation sectors. He holds an MBA from National Graduate School of Management, Australian National University, and completed a Short Management Development Program at Cornell University. His net worth as of December 31, 2025, stands at ₹2,501.04 lakhs.

The corporate acquirers demonstrate substantial financial capacity. Rajat Chakra Credit & Holdings Private Limited reported a net worth of ₹5,946.16 lakhs as of December 31, 2025. Sipping Spirits Private Limited, incorporated in 2007, focuses on alcoholic beverages and spirits business with a net worth of ₹780.18 lakhs. Saranga Investments & Consultancy Private Limited, established in 1986, operates in finance and investment services with a net worth of ₹221.41 lakhs.

Financial Arrangements and Compliance

The acquirers have established proper financial arrangements to complete the transaction. An escrow cash account has been opened with ICICI Bank Limited, with a deposit of ₹1,75,00,000 representing 25% of the total offer consideration, as required under Regulation 17 of SEBI (SAST) Regulations, 2011.

Target Company Overview

Tejassvi Aaharam Limited, originally incorporated as "Starling Spinners Limited" in 1994, changed its name in 2015. The company operates in food manufacturing, processing, and related activities. Currently listed on BSE with scrip code 531628, the company's shares trade under Grade Surveillance Measure (GSM) - Stage 0 and Enhanced Surveillance Measure (ESM) - Stage 2.

The company's current paid-up share capital comprises 70,00,000 equity shares of ₹10 face value each, totaling ₹7,00,00,000, representing 100% of issued and paid-up equity share capital. Additionally, it has 14,78,66,000 non-convertible, non-cumulative preference shares.

Timeline and Process

The detailed public statement was published on February 23, 2026, following the public announcement dated February 13, 2026. The tentative schedule indicates the tendering period will commence on April 16, 2026, and close on April 29, 2026. Payment completion is scheduled by May 14, 2026.

Public shareholders holding equity shares in both dematerialized and physical form are eligible to participate. The offer will be implemented through BSE's stock exchange mechanism via a separate Acquisition Window, with Choice Equity Broking Private Limited appointed as the buying broker.

Tejassvi Aaharam Limited faces a significant ownership change as Prasanna Natarajan and associated entities announce a mandatory open offer to acquire up to 70,00,000 equity shares. The offer, priced at ₹10 per share and aggregating ₹7,00,00,000, follows a proposed preferential issue that will trigger management control acquisition.

Open Offer Structure and Participants

The open offer involves four acquirers working in concert: Prasanna Natarajan as the primary acquirer, along with Rajat Chakra Credit & Holdings Private Limited, Sipping Spirits Private Limited, and Saranga Investments & Consultancy Private Limited. Rajalakshmi Natarajan participates as a Person Acting in Concert (PAC).

Transaction Trigger and Regulatory Compliance

The open offer obligation arises from a proposed preferential issue approved by Tejassvi Aaharam's Board of Directors on February 13, 2026. The transaction involves issuing 4,21,97,154 equity shares representing 72.55% of the emerging voting share capital through a share swap arrangement for acquiring Funk Foods Private Limited.

Under SEBI SAST Regulations, the acquirers must offer to purchase at least 26% of the emerging voting share capital. However, after excluding ineligible shareholders, the public shareholding comprises only 12.04% of the emerging voting share capital, making this the effective offer size.

Financial and Operational Details

The offer price of ₹10 per share matches the face value and is determined in accordance with SEBI SAST Regulations. Saffron Capital Advisors Private Limited serves as the manager to the open offer, with the detailed public statement scheduled for publication by February 23, 2026.

Corporate Structure and Control Changes

Currently, none of the acquirers or PAC hold any shares in Tejassvi Aaharam Limited. Post-transaction, they will collectively control 72.55% of the company and will be classified as promoters and promoter group members. The transaction represents a complete change in management control through the preferential issue mechanism.

The acquirers have confirmed adequate financial resources to meet their obligations under the offer and have made firm financial arrangements for financing the acquisition. They have no intention to delist the company's equity shares, which are currently listed on BSE Limited under scrip code 531628.

Timeline and Next Steps

The open offer process will commence following shareholder approval for the preferential issue through postal ballot. The tendering period will span 10 working days, during which eligible public shareholders can participate in the offer. The acquirers have undertaken to maintain minimum public shareholding requirements as per regulatory norms post-completion of the transaction.