Shaival Reality buyers agree to buy 72.63% stake at ₹30

Shaival Reality Limited is proposed to change control after three acquirers agreed on October 23, 2026 to buy 72.63% of its voting capital for ₹25.218 crore at ₹30 per share and launched a cash open offer for a further 26%. The deal would replace the existing promoter group, subject to conditions and takeover regulations.

What stake are the acquirers buying in Shaival Reality?

The acquirers have agreed to purchase 84,06,000 shares, representing 72.63% of Shaival Reality’s voting share capital, under a Share Purchase Agreement dated October 23, 2026. The agreed price is ₹30 per share, producing total sale consideration of ₹25.218 crore for the controlling block held by three sellers.

Tarangkumar Manubhai Savaliya is to buy 28,01,800 shares, Hiteshbhai Maganbhai Bhuva 28,02,400 shares, and Jigneshbhai Maganbhai Bhuva 28,01,800 shares. Each acquirer held no Shaival Reality shares or voting rights on the October 23, 2026 public-announcement date, and none had acquired shares between the October 29 detailed public statement and the draft letter of offer.

The sellers are Mayur Mukundbhai Desai, Shaival Mayurbhai Desai and Sonal Mayur Desai, who are described as the existing promoter group. The agreement provides that the sellers will issue depository-participant instructions to transfer the 84,06,000 shares after their consideration is received in cleared funds, with documentary confirmation of the transfer to the acquirers’ demat accounts.

The proposed stake purchase and the public offer carry the same ₹30 price per share. The agreement also states that no seller will receive a fee, commission, incentive or other benefit from the acquirers, and that no part of the ₹25.218 crore consideration relates to a non-compete, employment, consultancy or similar arrangement.

What does the ₹30 open offer mean for Shaival Reality shareholders?

Shaival Reality’s mandatory open offer is for up to 30,09,240 fully paid equity shares, equal to 26% of voting share capital, at ₹30 per share in cash. It arises under Regulations 3(1) and 4 of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011, following the proposed control acquisition.

The acquirers have deposited the entire ₹9.02772 crore open-offer consideration in an escrow account with ICICI Bank Limited. The deposit equals 100% of the consideration payable if all 30,09,240 offer shares are validly tendered and accepted, allowing the acquirers to complete the share purchase and obtain management control after the applicable 21-working-day period.

The offer is not conditional on a minimum acceptance level and was not a competing offer as of the draft letter’s date. If all 26% is tendered in addition to the 72.63% stake purchase, the acquirers could hold 98.63%, although the filing requires Shaival Reality to maintain the prescribed minimum public shareholding for listing.

The tendering period is expected to start on December 16, 2026 and close on December 30, 2026, inclusive. Tendering shareholders must offer shares free from liens, charges and encumbrances, while accepted shares will include associated rights to dividends, bonuses and rights offers declared on them.

When will control of Shaival Reality change hands?

Control of Shaival Reality is intended to pass when the underlying share purchase closes, after the conditions precedent are satisfied and the timing requirements in the agreement and takeover rules have been met. Closing is scheduled for 10 business days after the later of satisfaction of conditions and the earliest date permitted under Regulation 22(2), subject to a December 31, 2026 long-stop date.

The agreement says the parties may act on it only after 21 working days have elapsed from the detailed public statement. On the closing date, the board is expected to enter the acquirers’ names in statutory registers, change authorised bank-account signatories, take note of existing directors’ resignations and appoint the acquirers as new directors in accordance with applicable law.

After completion, the sellers are expected to relinquish control, hold no Shaival Reality equity shares and be reclassified from the promoter category. The agreement says they will have no board representation, special rights, control or key managerial role, except to the extent permitted by law, as part of the proposed reclassification process.

As of the draft letter of offer, the acquirers had no nominee directors or representatives on Shaival Reality’s board. The filing also says no person was acting in concert with the acquirers for the open offer, distinguishing the three named buyers from any persons who may be deemed to act in concert under the takeover regulations.

What safeguards and conditions affect the transaction?

The offer may be withdrawn if disclosed statutory approvals are finally refused, if a stated agreement condition fails for reasons outside the acquirers’ reasonable control and the agreement is rescinded, or in other circumstances that the Securities and Exchange Board of India considers justify withdrawal. The filing confirms that the agreement contains conditions precedent but does not specify those conditions in these pages.

The sellers have price protection for 26 weeks after the tendering period. If the acquirers or persons acting in concert buy shares from a seller or another promoter-group member above ₹30, or if the final offer price is determined above ₹30, the sellers are entitled to the difference on their sale shares within 10 business days.

Accepted public shareholders have a separate 26-week price safeguard. If the acquirers purchase Shaival Reality shares above ₹30 during that period, they must pay the difference to shareholders whose tendered shares were accepted within 60 days, subject to exceptions for another open offer, delisting-related acquisitions and ordinary-course stock-exchange purchases.

The filing records one disclosed regulatory matter: a Securities and Exchange Board of India administrative warning concerning a ₹5.71 crore related-party transaction entered on July 8, 2025 without prior audit-committee and shareholder approvals. Audit-committee approval was subsequently obtained on September 18, 2025 and shareholders ratified the transaction on August 7, 2026, although the regulator said ratification did not replace prior approval.

What changes do the acquirers propose after taking control?

The acquirers state that their immediate objective is to obtain substantial equity ownership, voting rights and management control of Shaival Reality. After completion, they intend to review operations and may explore diversification or expansion into other business lines, subject to capital requirements, commercial feasibility, the Companies Act, 2013 and other applicable requirements.

The filing does not identify a particular new business, capital investment or operating target. It says Shaival Reality’s board will make business decisions from time to time based on the prevailing business environment and what it considers to be the company’s interests.

The acquirers say they do not presently intend to make material changes to Shaival Reality’s employee structure and are committed to retaining the current workforce. They also state that they have no plans to sell, lease or encumber significant assets for two years after the offer’s completion, other than in the ordinary course of business.

If the transaction and open offer reduce public shareholding below 25%, the acquirers undertake to bring non-public shareholding down to 75% within 12 months of that fall. The filing places responsibility for restoring minimum public shareholding on the acquirers, using permitted routes or other routes approved by the Securities and Exchange Board of India.

Conclusion

Shaival Reality’s proposed change of control combines a ₹25.218 crore purchase of 72.63% from the outgoing promoter group with a fully escrowed ₹9.02772 crore cash offer for up to another 26% of voting capital. Both transaction legs are priced at ₹30 per share, setting out a single-price route for the three acquirers to assume ownership and management control.

The next disclosed milestones are the expected December 16 to December 30, 2026 tendering period and the December 31, 2026 long-stop date for the share-purchase closing. Shareholders should also watch for the independent directors’ committee recommendation, which is due at least two working days before tendering begins, and any action required to restore 25% public shareholding after the offer.