Tejassvi Aaharam Limited has announced a postal ballot to seek member approval for significant corporate restructuring, including a substantial increase in authorised share capital and a preferential issue of equity shares worth ₹51.16 crore. The company issued the postal ballot notice on February 24, 2026, with remote e-voting scheduled from February 25 to March 26, 2026.

Postal Ballot Resolutions

The postal ballot seeks member approval for two critical resolutions that will reshape the company's capital structure and business operations.

Authorised Share Capital Enhancement

The company proposes to increase its authorised share capital from ₹25,00,00,000 to ₹75,00,00,000, representing a three-fold expansion to accommodate future growth initiatives and the proposed preferential issue.

The Board of Directors recommended this increase at their meeting held on February 13, 2026, citing the need for adequate authorised capital to support the proposed preferential allotment and future strategic requirements.

Strategic Acquisition Through Share Swap

The company has approved a significant preferential issue of 5,11,62,204 fully paid-up equity shares at ₹10 per share, aggregating to ₹51,16,22,040, for acquiring 100% equity share capital of Funk Foods Private Limited through a share swap arrangement.

Major Proposed Allottees

The preferential issue involves ten proposed allottees, with four major entities receiving the largest allocations. These allottees will transition from non-promoter to promoter status following the transaction.

The remaining six allottees, including Renuka Kumar, Sachika Kumar, Shreyas Raghav, Indira Shreyas, Thejas Krishna, and Rajalakshmi Natarajan, will collectively receive 89,65,570 shares, representing 15.42% of the post-issue capital.

Valuation and Pricing Framework

The equity shares are deemed infrequently traded under SEBI ICDR Regulations, necessitating a registered valuer's assessment. Mr. Kunal L. Kalantri, Registered Valuer, conducted the valuation, determining a negative value of ₹9.35 per share due to the company's negative net worth. Consequently, the issue price has been set at face value of ₹10 per share.

The total valuation for Funk Foods Private Limited's shareholding stands at ₹5,684.66 lakhs, equivalent to ₹151.95 per equity share, based on the valuation report dated February 11, 2026.

Control Change and Compliance

The preferential issue will result in a change of control, with the acquirers and person acting in concert collectively holding 72.55% of the post-issue capital. This triggers compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, necessitating an open offer to existing shareholders.

The company has engaged Central Depository Services Limited for remote e-voting facilities and appointed M/s. BP & Associates as scrutinizer for the postal ballot process. All eligible members as of the cut-off date of February 20, 2026, can participate in the electronic voting process.

Tejassvi aaharam Limited's Board of Directors concluded their meeting on February 13, 2026, approving the Q3FY26 unaudited financial results and a strategic acquisition of Funk Foods Private Limited. The board meeting addressed multiple corporate actions including significant revenue growth and expansion initiatives.

Outstanding Q3FY26 Financial Performance

The company delivered exceptional financial results for the quarter ended December 31, 2025, demonstrating remarkable growth across key metrics. The revenue surge reflects the company's expanding operations in the food processing sector.

Strategic Funk Foods Private Limited Acquisition

The board approved the acquisition of 100% equity stake in Funk Foods Private Limited through a share swap arrangement valued at ₹51.16 crores. Funk Foods specializes in freeze-dried, clean-label food products including instant chutneys, soup mixes, ready-to-eat meals, spreads, and signature sauces.

Corporate Restructuring Initiatives

The board approved substantial enhancement of the company's authorized share capital to support the acquisition and future growth plans.

Preferential Issue and Regulatory Approvals

The company will issue up to 5,11,62,204 equity shares at ₹10 per share to 10 investors as part of the acquisition deal. The preferential issue will be conducted for consideration other than cash through share swap with Funk Foods shareholders. Key investors include Rajat Chakra Credit & Holdings Pvt Ltd receiving 1,93,26,870 shares and Prasanna Natarajan receiving 94,71,454 shares.

The acquisition aligns with Tejassvi Aaharam's core food processing business, as Funk Foods operates certified facilities compliant with international food safety standards and supplies to domestic and international markets. The transaction requires shareholder approval through postal ballot and regulatory clearances from BSE Limited.