Nature of the Event

Mandatory open offer made pursuant to Regulations 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by:

  • Direct acquisition of 12,16,068 equity shares (40.54% of existing paid-up capital) from outgoing promoter Guruomega Private Limited
  • Proposed preferential allotment of 1,40,56,300 equity shares to acquirers in exchange for SVR Electro Projects shares
  • Change of control over the Target Company

Key Quantitative Figures

  • Offer Size: 58,43,327 equity shares (26% of emerging paid-up equity share capital)
  • Offer Price: ₹15.00 per equity share
  • Maximum Consideration: ₹8,76,49,905 (assuming full acceptance)
  • Escrow Amount: ₹2,20,00,000 deposited with Axis Bank Limited
  • Existing Paid-up Capital: ₹3,00,00,000 (30,00,000 equity shares of ₹10 each)
  • Emerging Paid-up Capital: ₹22,47,43,330 (2,24,74,333 equity shares post-preferential allotment)
  • SVR Valuation: ₹72.72 per equity share as certified by registered valuer
  • Negotiated Price in SPA: ₹13.60 per share

Dates of Action

  • Public Announcement Date: Friday, August 21, 2026
  • Identified Date: Monday, October 5, 2026 (for shareholder identification)
  • Letter of Offer Dispatch: By Monday, October 12, 2026
  • Tendering Period: Monday, October 19, 2026 to Monday, November 2, 2026
  • Settlement Completion: By Tuesday, November 17, 2026
  • Final Report Submission: By Wednesday, November 25, 2026

Parties Involved

Acquirers:

  • Mr. Radha Krishna Avudari (Acquirer 1) - PAN: AKEPA6880E
  • Mrs. Sudha Rani Avudari (Acquirer 2) - PAN: BPHPA8755B
  • Mr. Nagabhyru Srikanth (Acquirer 3) - PAN: AGQPN2667J

Outgoing Promoters:

  • Guruomega Private Limited (Promoter 1/Seller)
  • Man Mohan Katial (Promoter 2)

Professional Parties:

  • Manager to Offer: Turnaround Corporate Advisors Private Limited (SEBI Registration: MB/INM000012290)
  • Registrar to Offer: Mas Services Limited (SEBI Registration: INR000000049)
  • Escrow Bank: Axis Bank Limited
  • Buying Broker: Nikunj Stock Brokers Limited

Financial Arrangements

  • Acquirers have demonstrated financial capability through net worth certificates:
  • Radha Krishna Avudari: ₹3,636.01 lakhs
  • Sudha Rani Avudari: ₹936.39 lakhs
  • Nagabhyru Srikanth: ₹163.29 lakhs
  • Escrow account "AAR SHYAM-OPEN OFFER ESCROW ACCOUNT" (No. 926020030101165) maintained with Axis Bank
  • Firm arrangements confirmed by merchant banker for full offer implementation

Capital Structure Impact

Pre-Transaction:

  • Paid-up capital: 30,00,000 equity shares
  • Public shareholding: 13,63,803 shares (6.07% of emerging capital)

Post-Transaction (assuming full acceptance):

  • Acquirers' total holding: 2,15,35,824 shares (95.82% of emerging capital)
  • Public shareholding: 9,38,509 shares (4.18% of emerging capital)
  • Minimum public shareholding requirement of 25% not met, acquirers undertake to comply within regulatory timeframe

Share Swap Agreement Details

  • Target Company to acquire 100% of SVR Electro Projects Private Limited (30,00,000 shares)
  • Total consideration: ₹21,81,46,905
  • Payment through equity share issuance at ₹15 per share
  • SVR financials (FY2026): Revenue ₹732.175 lakhs, PAT ₹493.534 lakhs, NAV ₹2,181.46 lakhs

Risk Factors

  • Offer subject to statutory approvals that may become applicable
  • Non-resident shareholders require RBI/FIPB approvals for participation
  • Equity shares subject to lock-in under Regulation 167(2) of SEBI ICDR Regulations not eligible
  • Market price fluctuations risk during tendering period
  • Potential withdrawal under Regulation 23 if statutory approvals refused

Taxation Notes

  • STT payable at 0.10% on transaction value
  • Different tax treatment for resident vs. non-resident shareholders
  • Capital gains tax implications based on holding period
  • No TDS deduction for resident shareholders; applicable for non-residents subject to DTAA provisions
  • Detailed tax guidance provided in Letter of Offer Section 10

Documents Available for Inspection

  • Share Purchase Agreement dated August 21, 2026
  • Escrow Agreement dated July 16, 2026
  • Net worth certificates of acquirers
  • Valuation reports for Target Company and SVR
  • SEBI observation letter on Draft Letter of Offer
  • Annual reports of Target Company for FY2024-2026