Company Disclosures: Comrade Appliances Limited Regulatory Filing

Key Resolutions Approved

I. Preferential Allotment of Equity Shares

The Board approved the issue and allotment of up to 24,00,000 equity shares of face value ₹10 each at an issue price of ₹34 per share. This represents an aggregate amount of up to ₹8,16,00,000 (₹8.16 crore). The allotment is to be made to the following entities, classified under the "Public" category:

  • Omnia Appliances Private Limited: 20,00,000 shares
  • Anadi Investments Private Limited: 4,00,000 shares

Note: The issuance is subject to approval by the company's members and applicable regulatory authorities. The issue price was determined in accordance with Chapter V of SEBI (ICDR) Regulations, 2018.

II. Share Purchase Agreement by Promoter

Mr. Mehboob Alam, promoter of the company holding 22,83,705 equity shares (29.36% of paid-up capital), entered into a Share Purchase Agreement (SPA) on October 13, 2026. The agreement is with four acquirers: Omnia Appliances Private Limited, Graphic Promoters and Developers Private Limited, Amaira Estate Advisors LLP, and MLJ Aeternum LLP.

Under the SPA, the acquirers will purchase 18,90,000 equity shares from Mr. Alam, representing 24.30% of the current paid-up share capital. The purchase price is ₹34 per share, totaling ₹6,42,60,000 (₹6.43 crore).

III. Shareholders Subscription Agreement

A Shareholders Subscription Agreement was entered into between Comrade Appliances Limited and Omnia Appliances Private Limited on October 13, 2026. This agreement records the terms for the preferential allotment of 20,00,000 equity shares to Omnia Appliances.

IV. Committee Formation

The Board constituted a Preferential Issue Committee to take all necessary actions and approve relevant documents in connection with the preferential issue.

V. Postal Ballot Approval

The Board considered and approved the draft notice of Postal Ballot to seek member approval for the resolutions related to these matters.

Meeting Details

The Board meeting commenced at 4:00 AM and concluded at 4:10 AM on October 13, 2026.

Additional Disclosures from Annexures

Annexure A (Preferential Issue Details):

  • Total securities: 24,00,000 equity shares
  • Issue price: ₹34 per share
  • Consideration: Cash
  • Investors: Omnia Appliances Private Limited and Anadi Investments Private Limited

Annexure B (SPA Details):

  • Seller: Mr. Mehboob Alam (promoter holding 29.36%)
  • Acquirers: Consortium of four entities (no current relationship with company)
  • Transaction purpose: Acquisition of substantial shares and control over the company
  • Significant terms: Purchase of 18,90,000 shares (24.30% stake) at ₹34/share
  • Management impact: Acquirers will be classified as promoters post open offer completion
  • No restrictions or liabilities imposed on the listed entity
  • Transaction is not a related party transaction

Annexure C (Subscription Agreement Details):

  • Agreement for preferential allotment of 20,00,000 equity shares to Omnia Appliances
  • Issue price: ₹34 per share for cash consideration
  • Shares will rank pari passu with existing shares
  • No special rights mentioned
  • Not a related party transaction

Capital Structure Impact

The transactions involve:

1. Fresh issuance of 24,00,000 shares (increasing paid-up capital)

2. Transfer of 18,90,000 existing shares from promoter to new acquirers

3. Resulting in change of control and promoter classification

Open Offer Implications

Pursuant to the preferential issue and SPA, the acquirers will be required to make an open offer under SEBI (SAST) Regulations, 2011. Upon completion of open offer formalities, Omnia Appliances Private Limited along with the other acquirers will form part of the Promoter & Promoter Group of the company.