The Independent Directors Committee (IDC) of Avishkar Infra Realty Limited has formally recommended the open offer made by Mr. Niraj Harsukhlal Sanghavi along with persons acting in concert under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Open Offer Details

The open offer seeks to acquire up to 58,24,853 fully paid-up equity shares of face value ₹10.00 each, representing 26.00% of the expanded voting share capital. The offer is being made by Mr. Niraj Harsukhlal Sanghavi as the acquirer, together with Ms. Nishra Niraj Sanghvi, Ms. Naysha Niraj Sanghvi, and M/s. Kenilworth Consultancy Services LLP as persons acting in concert (PAC).

IDC Recommendation and Rationale

The IDC, comprising independent directors Mr. Bikash Tarafdar and Mr. Prashil Sanjay Shah, has determined that the offer is fair and reasonable. The committee members confirmed they have no equity holdings in the target company and no other contractual relationships that could create conflicts of interest.

The IDC based its recommendation on a comprehensive review of multiple documents including:

• Public Announcement dated September 04, 2025
• Detailed Public Statement published on September 12, 2025
• Draft Letter of Offer dated September 19, 2025
• Letter of Offer dated December 12, 2025

Pricing Justification

The offer price of ₹16.00 per equity share has been justified under Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, 2011. A key factor in the pricing determination is that the equity shares of Avishkar Infra Realty Limited are not frequently traded on The BSE Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI) during the twelve calendar months preceding the month in which the Public Announcement was made.

Given the infrequent trading status, the price has been determined taking into account valuation parameters including book value and comparable trading multiples, as permitted under the regulations.

Management and Compliance

Kunvarji Finstock Private Limited is serving as the Manager to the Offer. The recommendation was signed by Reeya Dilip Kothari, Independent Director (DIN: 10312461), on behalf of the IDC on December 19, 2025, from Mumbai.

The IDC confirmed that no independent advisors were engaged for this recommendation, and stated that all information provided is true, correct, and not misleading in accordance with regulatory requirements.

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.

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.

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.

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.