SBA Infra offers Rs 47, 20% above Rishabh Digha value

SBA Infra Projects Private Limited is offering Rs 47 a share for Rishabh Digha, about 20% above the Rs 39.09 fair-value estimate certified on October 29, 2026. SBA Infra has placed Rs 6.63 crore in cash escrow, equal to 100.00% of the maximum consideration for 14,09,699 shares, or 25.69% of the company.

Why is SBA Infra offering Rs 47 a share?

SBA Infra is offering Rs 47 per Rishabh Digha share because this is the negotiated price under the share purchase agreement. The agreement covers 40,76,701 shares, representing 74.31% of the 54,86,400 fully paid-up shares outstanding. The open offer is for up to 14,09,699 shares, or the remaining 25.69%, and full acceptance would take SBA Infra to 100.00% ownership.

The offer price is Rs 7.91 a share above the Rs 39.09 certified fair-value estimate. That gap is about 20% of the estimate, based on the difference divided by the fair value. The offer document identifies Rs 47 as both the price negotiated with the promoter sellers and the price offered to public shareholders, providing parity between the control transaction and the open offer.

Rishabh Digha shares are listed on BSE Limited under scrip code 531539, but are classified as infrequently traded under the Securities and Exchange Board of India, or SEBI, Substantial Acquisition of Shares and Takeovers Regulations, 2011. From October 2025 to September 2026, 2,26,723 shares traded on BSE, equivalent to annualised turnover of 4.13% of the 54,86,400 listed shares.

The infrequent-trading classification means that the document does not use a 60-trading-day volume-weighted average market price as a benchmark. It records that measure as not applicable, as it does the acquirer’s 52-week volume-weighted acquisition price and the highest price paid during the preceding 26 weeks. The disclosed numerical bases are therefore the Rs 47 negotiated price and the Rs 39.09 valuation.

How was the Rs 47 offer price assessed?

SBA Infra assessed the Rs 47 price against a Rs 39.09 per-share fair value for Rishabh Digha’s infrequently traded shares. Jha Prabhakar Pramod, a registered valuer, certified the fair-value estimate in a valuation report dated October 29, 2026. The offer document says the valuation considered book value, comparable trading multiples and other customary company-valuation parameters.

The acquirer and manager to the offer state that Rs 47 is justified under Regulation 8 of the takeover regulations after considering the disclosed parameters. The document also states that no corporate action by Rishabh Digha required an adjustment to the relevant price parameters. As of the letter’s date, neither the offer price nor the 14,09,699-share offer size had been revised.

SBA Infra must raise the offer price to the highest price if it acquires or agrees to acquire Rishabh Digha shares at a higher price during the offer period. The document says any upward revision of price or size can be made up to one working day before the tendering period begins, with the required notifications to shareholders, SEBI, BSE and Rishabh Digha.

The document also sets out a potential post-offer payment obligation. If SBA Infra acquires shares at above Rs 47 within 26 weeks after the tendering period, it must pay the difference to shareholders whose shares were accepted within 60 days of that acquisition. The stated exceptions include another open offer, a transaction under delisting regulations and ordinary-course stock-exchange purchases that are not negotiated acquisitions.

How is SBA Infra funding the open offer?

SBA Infra has deposited Rs 6.63 crore in a cash escrow account, representing 100.00% of the maximum consideration payable if all 14,09,699 shares are accepted at Rs 47 each. The account is named the RISHABH DIGHA OPEN OFFER ESCROW ACCOUNT and is held with Yes Bank Limited. The shares in the offer have a face value of Rs 10 each, although the maximum consideration is calculated using the Rs 47 offer price.

Yes Bank confirmed the cash deposit through a certificate dated November 4, 2026. SBA Infra has authorised the manager to the offer to operate and realise the escrow account in accordance with the takeover regulations. The 100.00% cash deposit matches the full stated maximum payment obligation rather than only part of the consideration.

SBA Infra says it will fund the transaction from its own resources and that it does not envisage borrowings from a bank or financial institution. Chartered accountant Anil G. Jain of Jain Anil and Associates certified on October 29, 2026 that SBA Infra had sufficient resources to meet the offer obligation in full. The manager to the offer states that it is satisfied with the acquirer’s resources and payment arrangements.

Any increase in the Rs 47 price or the 14,09,699-share size would require SBA Infra to deposit an additional appropriate amount in escrow before implementing that revision. The offer is not conditional on a minimum acceptance level. Rishabh Digha had 2,044 public shareholders as of September 30, 2026.

What do Rishabh Digha’s financial figures show?

Rishabh Digha reported profit after tax of Rs 24.53 lakh for the financial year ended March 31, 2026, compared with Rs 7.79 lakh for the year ended March 31, 2025. Its unaudited profit after tax for the three months ended June 30, 2026 was Rs 19.34 lakh. The document also reports profit after tax of Rs 11.50 crore for the year ended March 31, 2024.

Total revenue declined to Rs 2.19 crore in the financial year ended March 31, 2026 from Rs 2.28 crore a year earlier, while total expenses fell to Rs 1.59 crore from Rs 2.21 crore. As a result, profit before tax increased to Rs 60.26 lakh from Rs 6.57 lakh. The Rs 8.32 lakh decline in annual revenue was therefore accompanied by a Rs 53.69 lakh increase in profit before tax.

At June 30, 2026, financial assets of Rs 21.88 crore were Rishabh Digha’s largest reported asset category, while total equity was Rs 18.61 crore. Borrowings rose by Rs 43.51 lakh from March 31, 2026 to June 30, 2026. Earnings per share were Rs 0.33 for the June 2026 quarter, compared with Rs 0.68 for the financial year ended March 31, 2026 and Rs 0.11 in the preceding financial year.

Conclusion

SBA Infra’s Rs 47 offer matches its negotiated purchase price for a 74.31% controlling stake and stands about 20% above the Rs 39.09 certified fair-value estimate. The offer seeks all 14,09,699 shares held by the public, while the Rs 6.63 crore cash escrow fully covers the maximum consideration if every offered share is tendered.

The next disclosed dates are the identified date of December 9, 2026 and the tendering-period closure of January 6, 2027. Shareholders can also watch for an announced upward revision to the offer price or size, which would require an additional escrow deposit, and for any higher-priced acquisition by SBA Infra within 26 weeks after the tendering period.