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.

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.