Radha Krishna Avudari and two associates have filed a Draft Letter of Offer (DLOF) to acquire up to 26% of the emerging paid-up equity share capital of Aar Shyam India Investment Company Limited. The acquirers intend to purchase up to 58,43,327 fully paid-up equity shares at an offer price of ₹15 per share.

The open offer is being made in compliance with Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This follows a Share Purchase Agreement (SPA) entered into on August 21, 2026, between Acquirer 1 and outgoing promoter Guruomega Private Limited for the acquisition of 12,16,068 shares representing 40.54% of the existing paid-up capital at a negotiated price of ₹13.60 per share.

Transaction Structure and Preferential Allotment

The acquisition strategy involves both the open offer and a proposed preferential allotment. The Board of Directors approved the preferential issue of 1,94,74,333 equity shares. Of these, 1,40,56,300 shares are allotted to the acquirers in kind against their acquisition of 29,00,000 equity shares of SVR Electro Projects Private Limited (SVR). SVR will become a wholly owned subsidiary of Aar Shyam post-completion.

The remaining shares under the preferential allotment include 4,84,700 shares to a public category investor for acquiring SVR shares and 49,33,333 shares to public category investors for cash at ₹15 per share. Assuming full acceptance of the open offer, the acquirers' post-offer shareholding will stand at 2,15,35,824 equity shares, constituting 95.82% of the emerging paid-up equity share capital.

Financial Arrangements and Offer Timeline

The maximum consideration payable under the open offer, assuming full acceptance, is ₹8,76,49,905. The acquirers have deposited an escrow amount of ₹2,20,00,000, which exceeds the required 25% of the maximum consideration, with Axis Bank Limited. Turnaround Corporate Advisors Private Limited serves as the Manager to the Offer.

The tendering period for the open offer is scheduled to commence on October 16, 2026, and expire on October 30, 2026. The identified date for determining eligible shareholders is October 1, 2026. The offer is not conditional upon any minimum level of acceptance.

What the Numbers Show

The offer price of ₹15 per share represents a significant premium over the target company's book value of ₹9.07 per share as of March 31, 2026. This valuation also exceeds the negotiated SPA price of ₹13.60 and the fair value of ₹12.27 certified by a registered valuer. The transaction effectively pivots the listed entity from its current investment focus to the renewable energy and facility management operations of SVR, which reported revenue from operations of ₹7,321.75 lakh in FY26.

Strategic Intent

Upon completion of the open offer, the acquirers will be inducted as the promoters of Aar Shyam and exercise control over the company. The existing promoters will be reclassified as public shareholders. The acquirers plan to discontinue the target company's existing line of business with shareholder approval and shift its focus to renewable energy projects, facility management, EPC contracting, and e-commerce.

Radha Krishna Avudari, Sudha Rani Avudari, and Nagabhyru Srikanth have launched an open offer to acquire up to 58,43,327 equity shares of Aar Shyam India Investment Company Limited. The acquisition targets 26% of the company’s emerging paid-up capital at an offer price of ₹15 per share.

Acquisition Structure

The open offer is triggered by a share purchase agreement (SPA) dated August 21, 2026, wherein Acquirer 1 purchased 12,16,068 shares (40.54% of existing capital) from Guruomega Private Limited at ₹13.60 per share. The acquirers also proposed a preferential allotment of 1,94,74,733 shares to raise capital and acquire assets.

Key components of the preferential issue include:

• 1,40,56,300 shares to the acquirers in kind against acquiring SVR Electro Projects Private Limited equity.
• 4,84,700 shares to a public category investor in kind.
• 49,33,333 shares to public investors for cash at ₹15 per share.

Financial Context

Aar Shyam India Investment Company reported total revenue of ₹9.63 lakh for the year ended March 31, 2026, down from ₹28.23 lakh in FY25. The company posted a net loss of ₹83.36 lakh in FY26, widening significantly from a loss of ₹2.20 lakh in the prior year. Net worth stood at ₹272.17 lakh as of March 31, 2026.

Strategic Shift

The acquirers plan to discontinue the target company’s existing business operations with shareholder approval. They intend to pivot the company toward renewable energy projects, facility management, EPC contracting, and e-commerce. Post-offer, assuming full acceptance, the acquirers will hold 95.82% of the paid-up capital.

Offer Timeline

The tendering period runs from October 16, 2026, to October 30, 2026. The acquirers have deposited ₹2.20 crore in an escrow account with Axis Bank Limited, representing more than 25% of the maximum consideration of approximately ₹8.76 crore. Turnaround Corporate Advisors Private Limited serves as the manager to the offer.