Public Announcement Details

Offer Details

  • Offer Size: 58,24,853 equity shares representing 26.00% of total voting share capital
  • Offer Price: ₹23 per equity share (face value ₹10)
  • Total Consideration: ₹13,39,71,614 (assuming full acceptance)
  • Mode of Payment: Cash
  • Offer Type: Triggered mandatory open offer

Triggering Events

This open offer is triggered by two separate transactions:

1. Preferential Allotment (February 2024): PACs acquired 60,00,000 equity shares (26.78% of voting capital) through preferential allotment of 2,00,00,000 shares by Target Company at ₹10 per share, crossing the 25% threshold under Regulation 3(1) of SEBI (SAST) Regulations, 2011.

2. Share Purchase Agreement (October 14, 2026): Acquirer (Nalin Ramaniklal Shah) executed SPA to acquire 22,88,838 equity shares (10.22% of voting capital) from promoter Kapil Jeetendra Kothari at ₹17.84 per share for total consideration of ₹4,08,32,870.

Acquirer and PAC Details

Acquirer: Nalin Ramaniklal Shah (PAN: ACKPS7715C)

Persons Acting in Concert (10 PACs):

  • Atul Ramaniklal Shah (HUF) - Karta: Atul Ramaniklal Shah
  • Ramaniklal Kunvarji Shah (HUF) - Karta: Atul Ramaniklal Shah
  • Nalin R Shah (HUF) - Karta: Nalin Ramaniklal Shah
  • Manchhaben R Shah
  • Meena Nalin Shah
  • Mansi Dhruvin Modi
  • Dhruvi Nalin Shah
  • Himali Atul Shah
  • Khusboo Atul Shah
  • Nishita Harsh Shah

Shareholding Structure

Pre-Transaction Holding: Acquirer + PACs collectively hold 60,00,000 shares (26.78%)

Post-Transaction Holdings (assuming full acceptance):

  • Acquirer: 81,13,691 shares (36.22%)
  • Each PAC: 6,00,000 shares (2.68% each)
  • Total Acquirer Group: 1,41,13,691 shares (63.00%)

Target Company Information

Avishkar Infra Realty Limited

  • Listed on: BSE Limited (designated stock exchange) and Metropolitan Stock Exchange of India Limited
  • Contact: compliance.joyrealty@gmail.com

Selling Shareholder Details

Kapil Jeetendra Kothari (Promoter)

  • Pre-Transaction Holding: 28,88,838 shares (12.89%)
  • Post-Transaction Holding: 6,00,000 shares (2.68%)
  • Shares Sold: 22,88,838 shares (10.22%)

Important Conditions and Undertakings

  • Offer includes 10% annual interest for delay period from February 13, 2024 (original trigger date) to January 06, 2027 (assumed payment date)
  • Acquirer group undertakes to maintain minimum 25% public shareholding as required under SCRR Rules 19(2) and 19A
  • Offer is not conditional upon minimum level of acceptance
  • Acquirer group has made firm financial arrangements for the offer consideration
  • No intention to delist the Target Company

Financial Impact

  • Open Offer Consideration: ₹13,39,71,614 (maximum)
  • SPA Consideration: ₹4,08,32,870 (confirmed)
  • Combined Investment: ₹17,48,04,484

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