Shah Foods Limited (BSE Code: 519031) has announced a major ownership change following a significant stake acquisition by Mr. Ankit Jalan and Mr. Anuj Jalan, along with persons acting in concert (PACs).

The transaction has triggered a mandatory open offer under Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011.

Navigant Corporate Advisors Limited has been appointed as the Manager to the Offer.

Open Offer Details

The acquirers have announced an open offer to purchase:

• 60,61,900 fully paid-up equity shares

• Representing 26.00% of the Emerging Equity and Voting Share Capital

• At an Offer Price of Rs 62.50 per share

• Mode of Payment: Cash

If fully accepted, the total payout under the open offer will be:

Rs 37.88 Crore (Approx.)

The offer is not conditional upon any minimum level of acceptance and is not a competitive bid.

What Triggered the Open Offer?

The open offer was triggered due to:

1. Preferential allotment of 2,27,17,500 equity shares

2. Execution of a Share Purchase Agreement (SPA)

3. Substantial acquisition of shares and voting rights

4. Proposed reclassification of the acquirers as Promoters

Preferential Allotment Details

The Board of Shah Foods approved a preferential issue on February 10, 2026 comprising:

1️⃣ Allotment to Acquirers and PACs

• 1,58,85,037 shares issued against acquisition of Tandhan Power Technologies Pvt Ltd (TPTPL)

• Issue Price: Rs 62.50 per share

• Includes premium of Rs 52.50 per share

2️⃣ Allotment to Public Category Investors

• 68,32,463 shares

• Issue Price: Rs 110 per share

• Includes premium of Rs 100 per share

The shareholder approval for this preferential issue will be sought at the Extra Ordinary General Meeting (EOGM) on March 06, 2026.

Acquisition Through Share Purchase Agreement (SPA)

Under the SPA dated February 10, 2026:

• 2,92,839 shares (1.26% of emerging capital) are being acquired

• From existing promoters

• At Rs 60 per share

• Total consideration: Rs 1.75 crore (approx.)

Breakup:

• 1,46,420 shares to Ankit Jalan

• 1,46,419 shares to Anuj Jalan

After completion of preferential allotment and SPA:

Total Combined Holding of Acquirers & PACs: 69.39%

This effectively results in change in control of Shah Foods Limited.

Who Are the Acquirers and PACs?

Acquirers:

• Mr. Ankit Jalan

• Mr. Anuj Jalan

Persons Acting in Concert (PACs):

• Jalan Sarees Private Limited

• Ritu Jalan

• Daivik Jalan

• Prachi Jalan

• Ankit Jalan HUF

• Anuj Jalan HUF

• Radhika Jalan

Post transaction, they will collectively hold 1,61,77,876 shares (69.39%) of the emerging equity capital.

About Tandhan Power Technologies Pvt Ltd (TPTPL)

The acquisition includes issuance of shares in exchange for acquiring:

• 1,67,00,000 equity shares of Tandhan Power Technologies Pvt Ltd

• This is an in-kind consideration transaction

• Valued at Rs 62.50 per share

This indicates a strategic restructuring and business expansion move by Shah Foods.

About Shah Foods Limited

• Registered Office: Ahmedabad, Gujarat

• Listed on: BSE Limited

• Scrip Code: 519031

• Trading Symbol: SHAHFOOD

• Shares classified as infrequently traded under SEBI norms

Impact on Promoters

Existing promoters have sold their entire stake of:

2,92,839 shares (1.26%)

After the transaction:

• Promoter sellers will hold Nil shares

• Jalan Group will be classified as Promoters

• PACs will form part of the Promoter Group

This marks a complete management and ownership transition.

Regulatory Compliance

The offer is made under:

• Regulation 3(1)

• Regulation 4

• Read with Regulation 15(1) & 13(2)(g)**

• SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

A Detailed Public Statement (DPS) will be published on or before February 17, 2026.

The acquirers have confirmed they have adequate financial resources to meet open offer obligations.

What This Means for Shareholders

Public shareholders now have the opportunity to:

• Tender their shares at Rs 62.50 per share

• Exit during the tendering period

• Participate in the company’s new ownership structure

Since the offer is unconditional and in cash, it provides liquidity opportunity to minority investors.

Conclusion

Shah Foods Limited is undergoing a major transformation as the Jalan Group acquires 69.39% stake, triggering a mandatory 26% open offer at Rs 62.50 per share.

The acquisition includes preferential allotment, SPA execution, and takeover of Tandhan Power Technologies Pvt Ltd. With promoter reclassification and change in control, this transaction marks a significant corporate restructuring for Shah Foods.

Investors should closely track upcoming announcements, shareholder approvals, and open offer timelines to make informed decisions.

Join our Telegram Channel for Latest News and Regular Updates.

Start your Mutual Fund Journey  by Opening Free Account in Asset Plus.

Start your Stock Market Journey and Apply in IPO by Opening Free Demat Account in Choice Broking FinX.