NewsCorporate ActionsAvishkar Infra Realty Limited Open Offer: Mandatory Acquisition at ₹16 per ShareAvishkar Infra Realty Limited Open Offer: Mandatory Acquisition at ₹16 per Share
Niraj Harsukhlal Sanghavi and associates have launched a mandatory open offer for Avishkar Infra Realty Limited, seeking to acquire 58,24,853 equity shares (26% stake) at ₹16.00 per share. The offer, triggered by a preferential allotment that exceeded the 25% threshold, runs from December 23, 2025, to January 06, 2026, with total consideration of ₹9.32 crores assuming full acceptance.
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Niraj Harsukhlal Sanghavi and his persons acting in concert (PAC) have launched a mandatory open offer for Avishkar Infra Realty Limited, seeking to acquire up to 58,24,853 equity shares at ₹16.00 per share. The offer represents 26% of the company's expanded voting share capital and was triggered by regulatory requirements under SEBI (SAST) Regulations.
Open Offer Details
The mandatory open offer stems from a preferential allotment completed in February 2024, where the acquirer and PAC collectively received 60,00,000 equity shares at ₹10.00 per share. This acquisition resulted in a combined shareholding of 26.78% of the expanded voting share capital, exceeding the 25% threshold that triggers mandatory open offer obligations.
| Parameter: | Details |
|---|---|
| Offer Size: | 58,24,853 equity shares (26%) |
| Offer Price: | ₹16.00 per share |
| Total Consideration: | ₹9.32 crores (assuming full acceptance) |
| Tendering Period: | December 23, 2025 to January 06, 2026 |
| Face Value: | ₹10.00 per share |
Acquirer and PAC Structure
The acquirer group consists of Niraj Harsukhlal Sanghavi as the primary acquirer, supported by three persons acting in concert: Ms. Nishra Niraj Sanghvi (PAC-1), Ms. Naysha Niraj Sanghvi (PAC-2), and M/s. Kenilworth Consultancy Services LLP (PAC-3). The PAC-1 and PAC-2 are daughters of the acquirer, both minors currently enrolled in Grade XII of the International Baccalaureate Diploma Programme.
Prior to the preferential allotment, only the acquirer held 28,645 equity shares in the target company. Under the preferential allotment, the acquirer and PAC were collectively allotted 60,00,000 equity shares, bringing their total holding to 60,28,645 shares.
Financial Arrangements and Compliance
The acquirer has established adequate financial arrangements to meet the offer obligations. An escrow cash account has been opened with Kotak Mahindra Bank, with a deposit of ₹2.40 crores, representing more than 25% of the maximum offer consideration as required by regulations.
| Financial Metric: | Amount |
|---|---|
| Acquirer Net Worth: | ₹12.04 crores (as of July 27, 2025) |
| Escrow Deposit: | ₹2.40 crores |
| PAC-3 Net Worth: | ₹1.21 lakhs (as of August 08, 2025) |
| PAC-1 & PAC-2 Net Worth: | Nil (minors) |
Target Company Background
Avishkar Infra Realty Limited, originally incorporated as Madhusudhan Leasing and Finance in 1983, underwent a business transformation in 2010 to focus on real estate operations. The company specializes in comprehensive civil and structural services, including housing apartments, commercial complexes, infrastructure projects, and turnkey solutions.
The company's equity shares are listed on BSE Limited and Metropolitan Stock Exchange of India Limited under the symbol AIRLTD (script code 508929). As of the offer date, the company's authorized share capital stands at ₹23.00 crores, with paid-up equity share capital of ₹22.40 crores comprising 2,24,03,280 equity shares of ₹10 each.
Offer Price Justification
The offer price of ₹16.00 per share has been determined in accordance with SEBI (SAST) Regulations. Since the equity shares are infrequently traded, the price was established based on valuation parameters including book value, comparable trading multiples, and earnings per share. A registered valuer certified the fair value per share at ₹15.99, which was rounded up to ₹16.00.
The offer price includes interest at 10% per annum for the delay in making the open offer, as the mandatory obligation was triggered in February 2024 but the offer is being made in December 2025.
Post-Offer Shareholding Structure
Following completion of the offer, assuming full acceptance, the acquirer and PAC will collectively hold 1,18,53,498 equity shares, representing 52.91% of the paid-up equity shares. However, they have committed to maintaining their status as public shareholders and will reduce their collective holding below 50% if necessary to comply with regulatory requirements.
| Shareholding Category: | Pre-Offer | Post-Offer (Full Acceptance) |
|---|---|---|
| Promoters and Promoter Group: | 77.71% | 34.69% |
| Acquirer and PAC: | 26.90% | 52.91% |
| Public Shareholders: | 12.40% | 12.40% |
Regulatory Compliance and Risk Factors
The offer is subject to various regulatory requirements and risk factors. The acquirer has faced several regulatory actions in the past, including penalties from SEBI for manipulative trading activities. Additionally, the target company has experienced significant non-compliance issues with various SEBI regulations over recent years.
Public shareholders are advised to carefully consider the extraordinary price appreciation in the target company's shares since the preferential allotment. The market price has increased from approximately ₹40 per share in February 2024 to over ₹650-750 per share as of the offer document date, representing an increase of over 6,400-7,400% compared to the preferential issue price.
The open offer provides an exit opportunity for public shareholders at ₹16.00 per share, significantly below current market prices, with the tendering period running from December 23, 2025, to January 06, 2026.
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