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How Reliance Infrastructure Acquired Pipavav Defence and Offshore

Reliance’s Pipavav Defence transaction paired a promoter share purchase with a separate public open offer. Here are the reported terms, stake outcome and the shipyard’s later name changes.
From TheFinanceBase Team3 min to read
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Reliance Infrastructure’s 2015 acquisition of Pipavav Defence and Offshore Engineering Company involved two separate share-purchase legs: an agreement to buy a 17.66% promoter stake for ₹63 per share, and a mandatory open offer to public shareholders for up to 26% at ₹66 per share. Reliance Infrastructure later reported that its subsidiary had acquired a 29.90% stake. Those figures describe different parts or outcomes of the transaction—not a single purchase price or a company-wide valuation.

Who acquired Pipavav Defence?

The named acquirer was Reliance Defence Systems Private Limited (RDSPL), a wholly owned subsidiary of Reliance Infrastructure Limited. Reliance Infrastructure was identified as a person acting in concert. The target was Pipavav Defence and Offshore Engineering Company Limited, a shipyard business. These roles are set out in Reliance Infrastructure’s FY2014–15 annual report.

The acquisition had two distinct share-purchase legs

The promoter agreement and the public open offer had different sellers, prices and share limits. The later reported 29.90% stake is an acquisition outcome, not the size of either one of those legs.

Transaction leg Shares or limit Price What it represents
Promoter share-purchase agreement 130 million shares, stated as 17.66% of the target’s share capital ₹63 per share in cash Agreement to purchase shares from the target’s promoters, as reported in Reliance Infrastructure’s FY2014–15 annual report
Mandatory public open offer Offer for up to 26% of public shareholders’ shares ₹66 per share Separate offer to public shareholders, scheduled for 2–15 December 2015, according to Reliance Infrastructure’s 26 November 2015 release

Promoter block: 130 million shares at ₹63

Reliance Infrastructure’s FY2014–15 annual report records an agreement with the promoters covering 130,000,000 equity shares, equal to 17.66% of the target’s share capital, at ₹63 per share in cash. Multiplying the reported share count by the price gives ₹819 crore for that block; this is a calculation from the stated terms, not a reported whole-company valuation.

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Public offer: up to 26% at ₹66

A separate company release dated 26 November 2015 described a mandatory open offer for up to 26% of public shareholders’ shares at ₹66 per share. It scheduled the offer to open on 2 December and close on 15 December 2015. The ₹66 offer price applied to this public-offer leg; it was not the per-share price stated for the promoter agreement. See the 26 November 2015 release.

What stake did Reliance ultimately report acquiring?

In its FY2015–16 annual report, Reliance Infrastructure stated that RDSPL had acquired 29.90% of Pipavav Defence and Offshore Engineering Company. Its Directors’ Report put it plainly: “RDSPL has acquired 29.90 per cent shares of PDOC.” The report also said the company was renamed Reliance Defence and Engineering Limited after Reliance acquired control and a substantive stake. The FY2015–16 report describes the reported outcome; it does not make the 29.90% figure interchangeable with the promoter-block percentage or the maximum size of the open offer.

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What happened to Pipavav Defence after the acquisition?

From Pipavav to Reliance Defence and Engineering

After the change of control, the target took the name Reliance Defence and Engineering Limited, as reported by Reliance Infrastructure in FY2015–16.

Later name changes and current identity

The company was later known as Reliance Naval and Engineering Limited. Its FY2024–25 annual report says its name changed from Reliance Naval and Engineering Limited to Swan Defence and Heavy Industries Limited, effective 2 January 2025. The date and name change are recorded in the company’s FY2024–25 annual report.

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Swan Defence and Heavy Industries’ company history says Swan Corp Limited acquired the shipyard through the NCLT resolution process after financial difficulties and reestablished it as Swan Defence and Heavy Industries. The company describes its business as commercial and defence shipbuilding, repairs and refits, and heavy engineering. Its website identifies the facility at Pipavav, Gujarat. These are the company’s own descriptions of its history, business and facility.

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Was ₹819 crore the price of the whole company?

No. ₹819 crore is the arithmetic value of the 130 million-share promoter block at the reported ₹63 per share. The sources cited here do not establish a whole-company enterprise valuation for the acquisition. The public offer was a separate transaction leg, with a different price and a maximum share limit, and the eventual reported 29.90% stake is not a valuation figure.

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