Aar Shyam India Investment Company Ltd

Open Offer Overview

• Acquirers: Radha Krishna Avudari, Sudha Rani Avudari, Nagabhyru Srikanth; no PACs disclosed.
• Target: Aar Shyam India Investment Company Limited.
• Trigger: Triggered mandatory offer under SEBI SAST due to preferential issue and SPA.

Offer Details

• Offer size: up to 58,43,327 shares, 26.00% of Emerging Paid-Up Capital.
• Offer price: Rs 15.00 per share; total Rs 8,76,49,905.
• Mode of payment: Cash.
• Type: Triggered/Mandatory under Regulations 3(1) and 4; not a competing or conditional offer.

Transaction Background

• Board approval for preferential allotment of 1,94,74,333 shares (86.65% of Emerging Capital).
• Share Purchase Agreement for 12,16,068 shares at Rs 13.60; cross-threshold control anticipated.
• Outgoing promoters include Guruomega Private Limited; promoter group status to change.

Post-Offer Impact

• Pre-offer holdings: Acq1 1.87%; Acq2 0%; Acq3 0%.
• Post-offer holdings: Acq1 53.22%; Acq2 13.37%; Acq3 3.24%; total 69.82%.
• Acquirers to gain control; promoter exit; no delisting plans stated.

Timeline and Process

• Public Announcement and board action: 21 Aug 2026.
• DPS expected by 31 Aug 2026.
• AGM for preferential allotment: 21 Sep 2026.
• Eligibility: Public shareholders excluding Acquirers and SPA parties may tender.

Recommendations

• Independent directors' recommendation not disclosed.

Other Material Information

• Approvals: SEBI SAST, board approval for preferential issue, AGM approval, other regulatory clearances.
• No minimum acceptance condition; LOF to be issued; acquirers have firm financial resources.

AGM and governance actions

• 43rd AGM on 21 Sep 2026 at 3:00 PM via VC.
• Annual Report for FY2025-26 and Directors' Report approved.
• Scrutinizer appointed: Mr. Aakash Goel.
• Notice of 43rd AGM approved.

MOA/Articles changes proposed

• Alteration of MOA object clause to include renewable energy and related services.
• New Articles of Association proposed for Special Resolution.

Capital and borrowing powers

• Borrowing limit raised to ₹400 Cr standalone; ₹900 Cr group.
• Investments/loans/guarantees under Sec 186 up to ₹1,000 Cr.

Mortgage and asset security

• Approval to sell/lease or create mortgage/charge to secure borrowings.

SVR acquisition and preferential issues

• Acquire SVR 100% via share swap up to 14,541,000 shares at 4.847:1.
• Preferential issue up to 49,33,333 shares at ₹15 each.
• Audit Committee recommended related party transaction; shareholders to approve via EVoting.
• Post-issue allottees disclosed.

Shifting registered office and name change

• Registered office shifted within Delhi NCR to City Centre Mall, South West Delhi.
• Name change to Avudari Engineering Limited; subject to approvals.

Auditor changes

• Resignation of Garg Agrawal & Agrawal as statutory auditors.
• Viresh Verma & Co appointed as statutory auditors for 5 years, subject to shareholders.

Voting and notices

• Remote e-voting facility arranged; AGM notice to be dispatched; cut-off 14 Sep 2026; remote voting 18-20 Sep.

Annexures

• Annexures I–IV attached detailing MOA changes, preferential issues, acquisition background, and cash issue.

Meeting Details

• Board meeting on August 21, 2026; time and venue not disclosed.

Key Agenda Items

• Consider fund-raising via issue of equity or other securities through a preferential issue, subject to approvals.

Other Notes

• No other items disclosed beyond the fund-raising proposal.

Resignation of Executive Director

• Resignation of Mr. Ankit Mehra from the position of Executive Director, effective July 30, 2026.
• Reason: personal reasons.
• Resignation to be recorded at the forthcoming Board meeting.
• There are no other material reasons for resignation beyond those stated.

Meeting Details

• Date: July 23, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve the standalone unaudited financial results for the quarter ended June 30, 2026.

Other Notes

• Trading window closed from July 1, 2026 through 48 hours after the results announcement, i.e., July 25, 2026.

Dematerialisation processing

• Dematerialisation requests processed; accepted/rejected confirmed to Depositories within 15 days.
• Physical certificates received for dematerialisation mutilated and cancelled; Depository name substituted as registered owner within 15 days.
• Register of Members updated; Depository and stock exchanges updated within 15 days.
• No exceptions or delays were reported.