Nalin Ramaniklal Shah has launched a mandatory open offer to acquire up to 58,24,853 equity shares, representing 26% of the voting share capital of Avishkar Infra Realty Limited. The offer price is set at ₹23 per share, payable in cash, with an aggregate consideration of ₹13.40 crore if fully accepted.

The open offer is triggered by the acquisition of 60,00,000 equity shares (26.78%) by the acquirer and persons acting in concert (PACs) through a preferential allotment. This transaction caused the group’s holding to exceed the 25% regulatory threshold under SEBI (SAST) Regulations, 2011. The obligation arose on February 13, 2024, but the public announcement was made on October 14, 2026. Consequently, the offer price includes interest at 10% per annum for the delay period from February 13, 2024, to January 6, 2027.

Transaction structure and shareholding

The acquisition involves two distinct components: a direct purchase from a promoter and the triggered open offer. The acquirer entered into a Share Purchase Agreement with Kapil Jeetendra Kothari, a promoter of the target company, to acquire 22,88,838 shares (10.22%) at ₹17.84 per share. Simultaneously, the open offer seeks an additional 26% from public shareholders.

Regulatory compliance and timeline

Aftertrade Broking Private Limited acts as the Manager to the Open Offer. The Detailed Public Statement is scheduled for publication within five working days of the announcement, i.e., on or before October 22, 2026. The offer is not conditional upon any minimum level of acceptance. The acquirer and PACs have confirmed they do not intend to delist the target company.

The PACs include Atul Ramaniklal Shah (HUF), Ramaniklal Kunvarji Shah (HUF), Nalin R Shah (HUF), and several individual family members. They have granted a Power of Attorney to the acquirer for all matters related to this offer. The acquirer asserts adequate financial resources and firm arrangements for financing the acquisition.

What the numbers show

A significant divergence exists between the entry prices across the transaction components. The initial preferential allotment was executed at ₹10 per share, while the subsequent promoter sale occurred at ₹17.84 per share. The open offer price of ₹23 represents a premium of approximately 29% over the promoter sale price and 130% over the preferential allotment price. This escalation reflects the accumulation of 10% annual interest over the nearly three-year delay in fulfilling the open offer obligation, transforming a low-cost entry into a significantly higher valuation for public shareholders.

Avishkar Infra Realty Limited (formerly Joy Realty Limited) concluded its 43rd Annual General Meeting on September 30, 2026, with all three proposed resolutions passing by requisite majority. The meeting, held via video conferencing, approved the addition of solar and green energy activities to the company's business scope and the re-appointment of Kapil Kothari as Managing Director.

The voting process was scrutinized by Megha Samdani of M K Samdani & Co., ensuring compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The company submitted the consolidated voting results and scrutinizer report to BSE Limited on October 1, 2026. No shareholders attended in person or through proxy; participation was limited to remote e-voting and video conferencing attendees.

Voting turnout and participation

The record date for the meeting was September 23, 2026, with 1,893 shareholders on the register. Total outstanding shares stood at 22,403,280. Voting participation varied significantly across resolutions, particularly due to promoter interest disclosures.

Public non-institutional shareholders cast 7,400,071 votes across all resolutions, representing 50.58% of their holding. Promoter group participation was notably higher for resolutions where they were not deemed interested or where invalid votes were excluded from the final count.

Resolution outcomes

Resolution 1: Adoption of Financial Statements This ordinary resolution sought approval for the audited standalone and consolidated financial statements for FY26. It received 12,238,139 votes in favour and only 6 against, resulting in a 99.999% support rate among polled votes.

Resolution 2: Re-appointment of Managing Director Kapil Kothari (DIN: 02979665), who retired by rotation, was re-appointed as Managing Director. This ordinary resolution saw 15,126,977 votes in favour. Notably, 2,888,838 votes from the promoter group were classified as invalid, likely due to interest disclosure rules under Section 108 of the Companies Act, 2013. Despite this, the resolution passed comfortably.

Resolution 3: Solar and Green Energy Expansion A special resolution to alter the Memorandum of Association and add solar and green energy activities passed with 15,126,977 votes in favour and 6 against. This strategic pivot marks a significant shift in the company's operational focus beyond traditional realty and infrastructure.

What the Numbers Show

A distinct pattern emerges when comparing the total votes polled for Resolution 1 versus Resolutions 2 and 3. While public shareholder participation remained constant at 7,400,071 votes across all three items, the total votes polled jumped from 12.24 million for the financial statements to 15.13 million for the MD re-appointment and solar expansion. This increase corresponds directly with the promoter group casting additional votes (7,726,912) for the latter two resolutions compared to 4,838,074 for the first. The presence of 2,888,838 invalid votes specifically in the MD re-appointment resolution suggests a procedural exclusion of promoter votes due to interest, yet the sheer volume of valid votes indicates strong promoter backing for both the leadership continuity and the new business vertical.