Radha Krishna Avudari and associates have launched a mandatory open offer to acquire up to 58,43,327 equity shares of Aar Shyam India Investment Company Limited, representing 26% of the emerging paid-up equity capital. The offer price is fixed at ₹15 per share.

The transaction follows a board meeting held on August 21, 2026, which approved a preferential allotment and a share purchase agreement with outgoing promoters. Turnaround Corporate Advisors Private Limited serves as the manager to the offer.

Transaction Details

The open offer is triggered under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquirers include Radha Krishna Avudari, Sudha Rani Avudari, and Nagabhyru Srikanth.

Underlying Transactions

The obligation arises from two primary transactions executed on August 21, 2026:

• Preferential Allotment: The target company proposed allotting 1,40,56,300 equity shares to the acquirers in kind. This consideration was for the acquisition of 29,00,000 equity shares of SVR Electro Projects Private Limited (SVR), promoted by the acquirers, at ₹15 per share.
• Share Purchase Agreement: Radha Krishna Avudari entered into an agreement to acquire 12,16,068 equity shares from Guruomega Private Limited (part of the promoter group). The acquisition price was ₹13.60 per share, totaling ₹165.39 lakh.

Post these transactions, the acquirers’ holding would exceed the threshold limits prescribed under SEBI SAST regulations, necessitating the open offer to public shareholders.

Shareholding Structure

Prior to the transaction, the acquirers held a combined 1.87% stake in the company. Following the preferential allotment and the share purchase agreement, their proposed shareholding rises to 69.82% of the emerging paid-up equity capital.

The outgoing promoter, Guruomega Private Limited, will exit completely, reducing its holding from 5.41% to nil.

What the Numbers Show

The transaction structure reveals a significant capital injection into the target company through in-kind consideration rather than cash. The acquirers are swapping their stake in SVR Electro Projects for control of Aar Shyam India Investment Company. The offer price of ₹15 per share matches the issue price of the preferential allotment but is higher than the ₹13.60 per share paid by Radha Krishna Avudari to the outgoing promoter in the secondary market transaction. This differential suggests the primary value driver is the fresh capital infusion via the SVR asset swap, while the promoter exit occurred at a discount to the new entry valuation.

Next Steps

The Detailed Public Statement (DPS) is scheduled to be published by August 31, 2026. The proposal requires approval from members at the Annual General Meeting, tentatively scheduled for September 21, 2026.

Aar Shyam India Investment Company Limited approved the acquisition of 100% equity in SVR Electro Projects Private Limited through a share swap and a cash-backed preferential allotment. The board also sanctioned a name change to Avudari Engineering Limited and expanded borrowing limits.

The acquisition involves issuing up to 1,45,41,000 equity shares at a swap ratio of 4.847:1 for non-cash consideration. Additionally, the company will issue up to 49,33,333 shares at ₹15 per share to identified investors, raising approximately ₹7.4 crore. The target entity reported a turnover of ₹7321.74 lakh and a PAT of ₹493.54 lakh for FY26.

Strategic Expansion and Rebranding

The board proposed altering the Memorandum of Association to focus on renewable energy, facility management, and engineering services. The company seeks shareholder approval to change its name from Aar Shyam India Investment Company Limited to Avudari Engineering Limited. This rebranding aligns with the strategic shift toward infrastructure and clean energy projects.

The acquisition aims to strengthen execution capabilities in solar energy and railway maintenance. Management stated that integrating SVR’s technical expertise and skilled manpower will enhance operational efficiencies and expand the order book for government and public sector tenders.

Capital Structure and Governance Changes

The board recommended increasing borrowing limits under Section 180(1)(c) of the Companies Act, 2013. The standalone limit is set at ₹400 crore, while the consolidated limit for the company and its subsidiaries is ₹900 crore. Additionally, investment and loan limits under Section 186 are proposed to increase by ₹1,000 crore over prescribed statutory limits.

M/s. Garg Agrawal & Agrawal resigned as statutory auditors effective August 21, 2026. The board appointed M/s. Viresh Verma & Co., Chartered Accountants (Firm Registration No. 026874N), as the new statutory auditors for a five-year term, subject to shareholder approval at the ensuing Annual General Meeting (AGM). The appointment was made based on the recommendation of the Audit Committee. M/s. Viresh Verma & Co. will hold office from the conclusion of the 43rd AGM until the conclusion of the 48th AGM in calendar year 2031. The firm has no relationships with any Director or Key Managerial Personnel of the company.

What the Numbers Show

SVR Electro’s financial trajectory indicates consistent growth leading up to the acquisition. The target’s turnover rose from ₹36.57 crore in FY24 to ₹73.22 crore in FY26. Simultaneously, EBITDA grew from ₹4.45 crore to ₹9.79 crore over the same period. This doubling of both revenue and operating profit suggests improving operational leverage, validating the strategic rationale for the full-stake acquisition.

Key Dates and Shareholding Impact

The 43rd AGM is scheduled for September 21, 2026. The register of members will remain closed from September 15, 2026, to September 21, 2026. Post-allotment, Radha Krishna Avudari is projected to hold 53.22% of the company’s equity, consolidating control following the preferential issue.