Key Quantitative Figures

  • Total Shares to be Issued: 24,00,000 Equity Shares of face value ₹10 each
  • Total Issue Size: ₹8,16,00,000 (Eight Crore Sixteen Lakh Only)
  • Issue Price: ₹34 per Equity Share
  • Proceeds Allocation: Working Capital Requirement: ₹3,16,00,000; Repayment of Loans: ₹5,00,00,000
  • Pre-Issue Paid-up Capital: 77,78,795 Equity Shares (₹7,77,87,950)
  • Post-Issue Paid-up Capital: 1,01,78,795 Equity Shares (₹10,17,87,950)

Dates of Action

  • Board Meeting Date: October 13, 2026 (Approval of preferential issue)
  • Postal Ballot Notice Date: October 14, 2026
  • Cut-off Date for E-voting: October 09, 2026
  • E-voting Period: October 15, 2026 (9:00 AM IST) to November 13, 2026 (5:00 PM IST)
  • Result Declaration: Within two working days after November 13, 2026
  • Allotment Timeline: Within 15 days from shareholder approval or regulatory clearances
  • Utilization Timeline: Proceeds to be utilized by September 30, 2027

Parties Involved

  • Proposed Allottees: Omnia Appliances Private Limited (20,00,000 shares) and Anadi Investments Private Limited (4,00,000 shares)
  • Scrutinizer: Mr. Mayank Arora, Partner, M/s. Mayank Arora & Co., Company Secretaries
  • E-voting Service Provider: Bigshare Services Private Limited
  • Registered Valuer: Varshith Venkata Sainadh Bolisetty (IBBI Registration No.: IBBI/RV/06/2026/16233)
  • Acquirers Consortium: Omnia Appliances Private Limited, Graphic Promoters and Developers Private Limited, Amaira Estate Advisors LLP, and MLJ Aeternum LLP
  • Existing Promoter: Mr. Mehboob Alam (selling 18,90,000 shares representing 24.30% stake)

Purpose and Rationale

The preferential issue aims to raise funds for working capital requirements and repayment of loans. The transaction is part of a broader change in control where Omnia Appliances Private Limited will become a promoter post-completion of the open offer triggered by this preferential issue and a separate share purchase agreement.

Financial and Operational Impact

  • Change in Control: Acquirers will acquire 38.22% control in the company
  • Promoter Classification Change: Omnia Appliances will move from 'Public' to 'Promoter & Promoter Group' category
  • Shareholding Pattern Change: Promoter holding will decrease from 70.05% to 53.53% post-issue
  • Open Offer Trigger: The preferential issue triggers mandatory open offer for 26,46,487 additional shares

Capital Structure Impact

  • Pre-issue Capital: 77,78,795 Equity Shares
  • Post-issue Capital: 1,01,78,795 Equity Shares (24% dilution)
  • New Allottee Holdings: Omnia Appliances: 19.65%; Anadi Investments: 3.93% post-issue

Lock-in Requirements

  • Equity shares issued preferentially will be locked-in as per SEBI ICDR Regulations
  • Entire pre-preferential shareholding of proposed allottees will be locked-in

Pricing Methodology

  • Relevant Date: October 14, 2026 (30 days prior to e-voting end date)
  • 90-day VWAP: ₹30.50 per share
  • 10-day VWAP: ₹27.56 per share
  • Valuation Report Price: ₹30.27 per share
  • Final Issue Price: ₹34 per share (includes control premium)

Corporate Governance Aspects

  • Independent Director Committee: Rajan Agarwal and Sonu Dhariwal approved the issue price as fair and reasonable
  • Scrutinizer Appointment: Mayank Arora appointed to ensure transparent voting process
  • No Interested Parties: No directors or key managerial personnel are interested in the resolution

Additional Undertakings

  • Company confirms no wilful defaulters or fugitive economic offenders among promoters/directors
  • No outstanding dues to SEBI, stock exchanges, or depositories
  • No prior preferential allotments made during the year