Key Board Approvals and Actions

I. Preferential Issue Approval

  • The Board approved the issue and allotment of up to 24,00,000 equity shares of face value ₹10 each
  • Issue price: ₹34 per equity share
  • Total aggregate amount: ₹8,16,00,000
  • Allottees and allocation:
  • Omnia Appliances Private Limited: 20,00,000 shares (currently classified as Public, will become Promoter & Promoter Group post open offer)
  • Anadi Investments Private Limited: 4,00,000 shares (Public category)
  • The issue is subject to approval of company members and applicable regulatory authorities
  • Pricing determined in accordance with Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

II. Share Purchase Agreement Disclosure

  • Mr. Mehboob Alam, promoter of the company holding 22,83,705 equity shares (29.36% of paid-up share capital), entered into a Share Purchase Agreement on October 13, 2026
  • Counterparties: Omnia Appliances Private Limited, Graphic Promoters and Developers Private Limited, Amaira Estate Advisors LLP, and MLJ Aeternum LLP (collectively 'Acquirers')
  • Transaction: Acquisition of 18,90,000 equity shares representing 24.30% of current paid-up share capital
  • Price per share: ₹34
  • Total consideration: ₹6,42,60,000
  • Purpose: Acquisition of substantial shares and control over the company
  • The acquirers currently have no relationship with the company

III. Shareholders Subscription Agreement

  • Agreement entered on October 13, 2026 between the company and Omnia Appliances Private Limited
  • Purpose: To record terms for preferential allotment of 20,00,000 equity shares
  • Terms: 20,00,000 equity shares at ₹34 per share, totaling ₹6,80,00,000, payable in cash
  • Shares will rank pari passu with existing equity shares
  • No special rights like right to appoint directors or first right to share subscription mentioned

IV. Committee Formation

  • Constituted a Preferential Issue Committee to take all necessary actions and finalize/approve relevant documents for the issue

V. Postal Ballot Approval

  • Approved draft notice of Postal Ballot for member approval of the resolutions

Meeting Details

  • Meeting commenced at 4:00 PM and concluded at 4:10 PM on October 13, 2026

Control and Management Impact

  • Post completion of preferential issue and open offer formalities, Omnia Appliances Private Limited along with other acquirers will acquire joint control and management of the company
  • They will be classified as promoters of the company

Financial and Capital Structure Impact

  • Preferential issue will increase share capital by 24,00,000 shares raising ₹8,16,00,000
  • Share purchase transaction involves transfer of 24.30% stake for ₹6,42,60,000
  • Total incoming funds to company: ₹8,16,00,000 (from preferential issue)
  • Total transaction value in secondary market: ₹6,42,60,000 (from promoter stake sale)