Key Quantitative Figures
- Offer Size: 58,24,853 equity shares
- Percentage of Voting Capital: 26.00%
- Face Value: ₹10 per share
- Offer Price: ₹23 per share (inclusive of 10% annual interest for delay period)
- Total Maximum Consideration: ₹13,39,71,619
- Current PAC Holding: 60,00,000 shares (26.78% acquired through preferential allotment)
- Escrow Amount Deposited: ₹3,40,00,000 (25%+ of offer consideration)
- Identified Date for Shareholders: November 25, 2026
Dates of Action
- Public Announcement Date: October 14, 2026
- Detailed Public Statement Publication: October 22, 2026
- DLOF Submission Date: October 29, 2026
- Tendering Period: December 9, 2026 to December 22, 2026
- Consideration Payment Completion By: January 6, 2027
- Final Report Filing with SEBI By: January 13, 2027
Parties Involved
Acquirer: Nalin Ramaniklal Shah
Persons Acting in Concert (PACs):
1. Atul Ramaniklal Shah (HUF)
2. Ramaniklal Kunvarji Shah (HUF)
3. Nalin R Shah (HUF)
4. Manchhaben R Shah
5. Meena Nalin Shah
6. Mansi Dhruvin Modi
7. Dhruvi Nalin Shah
8. Himali Atul Shah
9. Khusboo Atul Shah
10. Nishita Harsh Shah
Manager to Offer: Aftertrade Broking Private Limited (SEBI Registration: INM000013110)
Registrar to Offer: Purva Sharegistry (I) Private Limited (SEBI Registration: INR000001112)
Escrow Bank: Kotak Mahindra Bank Limited
Buying Broker: Wealthstreet Financial Services Private Limited
Target Company: Avishkar Infra Realty Limited (CIN: L65910MH1983PLC031230)
Purpose and Rationale
The open offer is being made:
1. To comply with mandatory offer obligations under Regulation 3(1) triggered when PACs acquired 26.78% voting rights through preferential allotment on February 13, 2024
2. Due to change in control pursuant to Share Purchase Agreement dated October 14, 2026 between Acquirer and Seller
3. To acquire up to 26% of voting share capital from public shareholders
Financial Arrangements
- Funding through internal resources of Acquirer and PACs - no borrowings required
- Escrow account maintained with Kotak Mahindra Bank with ₹3.4 crore deposit
- Net worth certifications provided for all Acquirer and PACs by J D Shah & Associates, Chartered Accountants
- Firm financial arrangements confirmed by Manager to Offer
Capital Structure Impact
- Current Paid-up Capital: ₹22,40,32,800 (2,24,03,280 shares of ₹10 each)
- Post-offer Public Shareholding: Expected to reduce from 65.31% to potentially below 25%
- Acquirer Undertaking: To ensure minimum public shareholding compliance within 12 months if falls below 25%
- No delisting planned - listing status to be maintained
Risk Factors
Underlying Transaction Risks:
- Offer triggered by PACs' 26.78% acquisition via preferential allotment in February 2024
- Delayed announcement with 10% interest included in offer price
- Change of control via Share Purchase Agreement executed October 14, 2026
Open Offer Risks:
- Subject to statutory approvals if required later
- Possible withdrawal under Regulation 23 if approvals refused
- Equity shares once tendered cannot be withdrawn
- Non-resident shareholders require RBI approvals
- Market price fluctuations during tender period
Acquirer Risks:
- No assurances on future Target Company performance
- No assurances on investment/divestment decisions
- Market price volatility disclaimed
Taxation Notes
- Detailed tax implications provided for resident and non-resident shareholders
- Capital gains treatment explained for both short-term and long-term holdings
- Withholding tax obligations clarified for different shareholder categories
- STT applicability explained for stock exchange transactions
- Shareholders advised to consult tax advisors
Schedule of Activities
| Activity | Date | Day |
| Public Announcement Date | October 14, 2026 | Wednesday |
| DPS Publication | October 22, 2026 | Thursday |
| DLOF Filing with SEBI | October 29, 2026 | Thursday |
| Identified Date | November 25, 2026 | Wednesday |
| LOF Dispatch | December 2, 2026 | Wednesday |
| Tendering Period Start | December 9, 2026 | Wednesday |
| Tendering Period End | December 22, 2026 | Tuesday |
| Consideration Completion | January 6, 2027 | Wednesday |
| Final Report Filing | January 13, 2027 | Wednesday |
Target Company Information
- Business: Real estate construction company
- Listed on: BSE Limited and MSEI Limited
- Authorized Capital: ₹23,00,00,000
- Current Board: 5 directors including Kapil Jeetendra Kothari as Managing Director
- Financial Performance: Consolidated net loss of ₹2.35 crore in FY2026
- Subsidiary: Avishkar Keval Kunj Redevelopment Private Limited
Additional Information
- Offer not conditional on minimum acceptance
- No competing offer as of DLOF date
- No differential pricing for equity shares
- Equity shares to be acquired free from all liens and encumbrances
- All shareholders eligible except Acquirer, PACs and promoters
- Documents available for inspection at Manager's office