Shah Foods Limited has announced the successful completion of its Extraordinary General Meeting (EGM) held on March 06, 2026, with all 11 special resolutions receiving overwhelming shareholder approval. The meeting, conducted through Video Conferencing and Other Audio-Visual Means from 12:00 PM to 12:15 PM, demonstrated strong shareholder confidence in the company's strategic initiatives.

Meeting Overview and Participation

The EGM recorded significant shareholder engagement with comprehensive voting participation across different categories. The meeting details and participation statistics highlight the democratic process followed by the company.

Voting Results and Approval Statistics

All resolutions achieved remarkable approval rates, demonstrating unified shareholder support for the company's strategic direction. The voting pattern remained consistent across all 11 resolutions, with identical participation and approval percentages.

Key Resolutions Approved

The EGM addressed several critical corporate governance and strategic matters through special resolutions. Each resolution received the same voting pattern, indicating strong alignment between promoter and public shareholder interests.

Corporate Structure and Capital Changes:

• Increase in Authorized Share Capital with consequent alteration of Memorandum and Articles of Association
• Issue of Equity Shares on Preferential Basis to Non-Promoters for consideration other than cash
• Issue of Equity Shares on Preferential Basis to Non-Promoters for cash consideration
• Adoption of New Set of Articles of Association
• Alteration of Object Clause and general Memorandum of Association

Financial and Operational Authorizations:

• Increase in Borrowing Limits
• Power to Create Charge on Company Assets to secure borrowings under Section 180(1)(a) of Companies Act, 2013
• Increase in limits for making investments, extending loans, and providing guarantees or securities

Leadership and Location Changes:

• Appointment of Mr. Vinodkumar Shrikrishna Garg (DIN: 07066207) as Non-Executive, Non-Independent Director
• Shifting of Registered Office from Gujarat to West Bengal

Scrutinizer and Compliance Details

The voting process was overseen by qualified scrutinizer Maulik Anilkumar Bhavsar (CS, Membership Number 11139) from Maulik Bhavsar & Associates, who was appointed by the Board on February 10, 2026, and issued the final report on March 07, 2026.

The consolidated scrutinizer's report and voting results have been published on multiple platforms including Bigshare Services Pvt. Ltd website ( www.bigshareonline.com ), BSE Limited ( www.bseindia.com ), and the company's official website ( www.shahfoods.co.in ), ensuring transparency and regulatory compliance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.