Ishaan Infrastructure & Shelters has received a mandatory open offer from a consortium of acquirers led by Misun Pure Lights Private Limited and Ravi Prakash Bothra. The acquirers have submitted the Draft Letter of Offer to acquire up to 63,48,500 equity shares, representing 10.04% of the expanded voting equity capital, at an offer price of ₹14 per share.

The transaction is triggered by a proposed preferential issue involving a share swap agreement with two transferor companies: Blisstering Electronics Private Limited and Bliss Cab Electronics Private Limited. The acquirers aim to gain control over the target company through this acquisition.

Offer Details and Timeline

The open offer is not conditional on any minimum level of acceptance. The tendering period is scheduled to open on October 23, 2026, and close on November 5, 2026. The identified date for determining eligible public shareholders is October 8, 2026.

Share Swap Structure

The underlying transaction involves the issuance of 5,67,51,732 equity shares by Ishaan Infrastructure & Shelters via preferential allotment. This issuance is consideration other than cash, executed against the acquisition of 100% equity in the transferor companies.

• Blisstering Electronics Private Limited: The target company will issue 4,68,52,185 shares (74.10% of expanded capital) against acquiring 31,23,479 shares of the transferor company.
• Bliss Cab Electronics Private Limited: The target company will issue 98,99,547 shares (15.66% of expanded capital) against acquiring 1,23,12,870 shares of the second transferor company.

Post-preferential issue, the acquirers and persons acting in concert (PACs) are expected to hold 3,79,59,852 shares, constituting 60.04% of the expanded voting share capital. Assuming full acceptance in the open offer, their total holding would rise to 4,43,08,352 shares, or 70.08% of the total expanded voting share capital.

Financial Arrangements

The maximum consideration payable under the open offer, assuming full acceptance, is ₹8,88,79,000. The acquirers have deposited ₹2,23,00,000 in an escrow account with ICICI Bank Limited, representing more than 25% of the total offer consideration. No funds are being borrowed from banks or financial institutions for this purpose.

What the Numbers Show

The offer price of ₹14 per share aligns with the highest negotiated price per equity share under the share swap agreements. This pricing is higher than the volume-weighted average market price of ₹12.67 recorded over the 60 trading days preceding the public announcement. The structure indicates a premium valuation for the control block compared to recent secondary market trading levels.

Ishaan Infrastructure & Shelters published its Detailed Public Statement (DPS) on September 4, 2026, for a mandatory open offer to acquire up to 63,48,500 equity shares from public shareholders at ₹14 per share.

The offer, triggered by a proposed preferential issue of 5,67,51,732 shares valued at ₹79.45 crore, aims to facilitate the acquisition of 100% stake in Blisstering Electronics Private Limited (BEPL) and Bliss Cab Electronics Private Limited (BCEPL) via share swap. The acquirers include Misun Pure Lights Private Limited, Ravi Prakash Bothra, Vaaibhav Bothra, Rajesh Arora, and Ashish Arora, along with their persons acting in concert (PACs).

Open Offer Details

The offer targets 10.04% of the expanded voting share capital, representing all eligible public shares. Under SEBI (SAST) Regulations, the minimum offer size is typically 26%, but it is restricted here to the available public holding. Post-transaction, the acquirers and PACs will hold approximately 70.08% of the expanded voting share capital, assuming full acceptance of the open offer.

Acquisition Structure

The underlying transaction involves a share swap agreement. For BEPL, which reported a turnover of ₹16,469.54 lakh as on March 31, 2026, the swap ratio is 15:1, resulting in up to 4,68,52,185 shares issued. For BCEPL, with a turnover of ₹131.21 lakh as on July 31, 2026, the ratio is 201:250, leading to up to 98,99,547 shares issued. The total preferential issue amounts to 5,67,51,732 shares.

Financial Arrangements and Escrow

The acquirers have deposited ₹2,23,00,000, equivalent to more than 25% of the total consideration, into an escrow account maintained with ICICI Bank Limited. This deposit was made on September 1, 2026, through banking channels. The remaining consideration will be financed through internal resources of the acquirers.

Capital Restructuring and Governance

The board increased the authorised share capital from ₹7.5 crore to ₹64 crore, subject to regulatory and shareholder consent. Significant governance changes approved include:

• Appointment of Mr. Atul Chauhan as Independent Director for five years.
• Resignations of Independent Directors Ms. Priyanka K. Gola and Mr. Nayan Kamleshbhai Patel.
• Change in designation of Mr. Prakash Chand Bokaria from Executive Director to Non-Executive Director.
• Appointment of M/s Grover Lalla & Mehta as Statutory Auditor for five years.
• Appointment of M/s VJ & Associates as Secretarial Auditor for FY26.

The tendering period for the open offer is scheduled to commence on October 23, 2026, and close on November 5, 2026. The transaction aims to expand business development in electronic components and wires/cables manufacturing.