Avishkar Infra Realty Ltd

Open Offer Overview

• Acquirer: Nalin Ramaniklal Shah; PACs include Atul Ramaniklal Shah (HUF) and others.
• Target: Avishkar Infra Realty Limited.
• Purpose: 26% open offer under SAST Regulations.
• Shares to be acquired: 58,24,853 representing 26% of voting capital.
• Offer price: Rs 23 per share; total consideration Rs 133,971,619.
• Offer type: Mandatory open offer under SAST.

Transaction Background

• Public Announcement submitted by Manager to Open Offer on behalf of Acquirer and PACs.
• Regulatory basis: Regulations 3(1) and 4 of SEBI SAST 2011.

AGM Details

• Date/time/mode: 30 Sep 2026, 02:05 PM IST, VC/OAVM
• Remote e-voting: 27 Sep 2026 9:00 a.m. IST to 29 Sep 2026 5:00 p.m. IST; Scrutinizer appointed

Key Resolutions

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements for FY ended 31 March 2026
• Resolution 2 (Ordinary): Re-appointment of Kapil Kothri as Managing Director (retires by rotation)
• Resolution 3 (Special): Approval of Solar/Green Energy activities and MOA change

Voting Status

• Detailed voting results to be submitted with Scrutinizer Report

Auditors

• Statutory Auditor: M/s S D P M & Co.; no change announced

AVISHKAR INFRA REALTY LIMITED: Trading Window closed from 01 October 2026 till the declaration of Unaudited Financial Results for the quarter and half-year ended 30 September 2026 and two days thereafter

Financials

• Standalone revenue from operations Rs 188.75 Lakh; PAT Rs 75.52 Lakh; EPS Rs 0.34.
• Consolidated revenue Rs 189.57 Lakh; Consolidated PAT Rs -235.34 Lakh; EPS Rs -1.05.
• Dividend: Directors did not declare any dividend on equity shares.
• Board retained earnings; no transfer to reserves proposed for FY2025-26.
• Standalone cash flows: net cash from operations Rs -250.57 Lakh; year-end cash Rs 11.58 Lakh.

Annual General Meeting & strategic moves

• 43rd AGM on 30 September 2026 via VC/OAVM.
• Ordinary resolutions: adoption of standalone and consolidated financial statements.
• Ordinary resolution: re-appointment of Kapil Jeetendra Kothari as Managing Director.
• Special resolution: addition of solar and green energy activities; MOA amendment.
• Directors authorized to execute filings and related actions.

Capital structure & shareholding

• Issued share capital Rs 2,240.33 Lakh; 2,240,328 equity shares of Rs 10.
• Physical shares remain only 401,960; 99.97% of shares dematerialised.
• Top holders: Kapil Kothari 12.89%; Poojan Mehta 10.65%; Prit Mehta 10.59%.
• Standalone debt Rs 269.39 Lakh; Consolidated debt Rs 2,870.34 Lakh.
• Standalone debt-equity 0.18x; Consolidated debt-equity 2.32x.

Governance & controls

• Board of 5 directors; 3 independent directors: Reeya Kothari, Prashil Shah, Bikash Tarafdar.
• Statutory Auditor: S D P M & Co; Audit fee Rs 1.50 Lakh.
• Secretarial Auditor: M K Samdani & Co; minor compliance note on cash flow omission.
• CEO/CFO certification confirms financial reporting integrity and internal controls.
• Independent directors met, and governance disclosures are on company website.

Subsidiaries & joint ventures

• Subsidiary: Avishkar Keval Kunj Redevelopment Private Limited; acquired 20/05/2024; 93.33% stake.
• Joint ventures: Shraddha Mangalsmruti LLP; Jigna Development Corporation; Avishkar Milestone Realty.
• Consolidated financials include Avishkar Keval Kunj Redevelopment Pvt Ltd and associates.

Related party transactions

• RPT policy updated post-2025; no material RPTs with promoters/relatives during 2025-26.
• Salary: Komal Keshwani Rs 1.95 Lakh; Interest income from related party Rs 186.99 Lakh.
• Loans: Kapil Kothari Rs 20.00 Lakh; Poojan Mehta Rs 23.58 Lakh; Priti Mehta Rs 6.55 Lakh.

Risks, outlook & governance stance

• Industry outlook positive; FY26-27 demand in affordable to luxury segments; logistics and data centers.
• Risks include real estate price volatility, demand slowdown, and credit tightening.
• Management maintains robust risk framework and regular reviews; internal controls disclosed as adequate.

Management commentary & audit assurances

• Management Discussion and Analysis notes macro outlook and strategic moves in renewables.
• Secretarial Audit cites board composition adjustments and cash-flow omission remedy; ongoing compliance.
• Auditors’ report (standalone/consolidated) presents unmodified opinions where applicable.

Book closure details

• Book closure: 24 Sep 2026 to 30 Sep 2026 (inclusive).
• Purpose: Annual General Meeting.
• Type of security: Equity shares (scrip 508929).
• AGM date: 30 September 2026.

Key Decisions

• Approved addition of solar and green energy activities; MOA amendment subject to shareholder consent.
• Approved Notice and Director Report for the 43rd AGM for 2025-26.

Appointments/Resignations

• Appointed Megha Samdani, proprietor of M K Samdani & Co., as Scrutinizer for the 43rd AGM.

Other Approvals

• Book closure from 24 Sep 2026 to 30 Sep 2026.
• Cut-off date for voting eligibility set as 22 Sep 2026.
• Remote e-voting window from 27 Sep 2026, 09:00 to 29 Sep 2026, 17:00.
• 43rd AGM scheduled for 30 Sep 2026 at 2:00 PM via video conferencing.

Financial results

• Approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Limited Review Report from statutory auditor received.

Audit and governance

• Audit Committee reviewed the standalone results; Board approved them at the 13 August 2026 meeting.
• Statutory auditor's limited review report issued with an unmodified opinion.

Meeting Details

• Date: 13 August 2026; time and venue not disclosed.

Key Agenda Items

• Unaudited standalone and consolidated financial results for quarter ended 30 June 2026, with Limited Review Report.
• Any other items as may be decided by the Board.

Other Notes

• Notice of Board Meeting issued for 13 August 2026.