Key Transaction Details

The Board of Directors and Audit Committee of Envair Electrodyne Limited, in their meetings held on May 28, 2026, have approved the sale of the company's entire overseas investment held in Alliance Asia Pac Pte. Ltd., Singapore.

Investment Details:

  • Investee Company: Alliance Asia Pac Pte. Ltd., Singapore (Registered office: Building 138 Robinson Road #02-26, Oxley Tower, Singapore)
  • Nature of Holding: 19.33% equity stake (143,750 equity shares)
  • Proposed Buyers: Mr. Anil Nagpal (Promoter) and Mr. Harish Kumar Agarwal (Promoter), acquiring shares equally
  • Sale Price: USD 1.55 per share
  • Total Consideration: Aggregate ₹2.12 Crores to be received from the promoters in equal proportion
  • Basis of Valuation: Valuation report received from S.M. Bhat & Associates
  • Expected Completion Timeline: After completion of the postal ballot process, i.e., July 3, 2026

Rationale for Divestment

The proposed divestment is intended to:

(a) optimize the Company's investment portfolio;

(b) unlock value from the overseas investment;

(c) strengthen liquidity and financial resources of the Company; and/or

(d) enable greater focus on the Company's core business operations.

The proceeds are proposed to be utilized primarily towards the expansion of its business operations, including strengthening its operational capabilities, supporting growth initiatives, enhancing market presence, and meeting general corporate requirements.

Regulatory and Approval Framework

The transaction requires approval by a Special Resolution of shareholders pursuant to:

  • Section 180(1)(a) of the Companies Act, 2013 (sale of substantial undertaking)
  • Section 179 and Section 186 (to the extent applicable) of the Companies Act, 2013
  • Foreign Exchange Management Act, 1999 and Foreign Exchange Management (Overseas Investment) Rules, 2022
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Post-approval, necessary filings will be made with the Reserve Bank of India (RBI) through an Authorized Dealer Bank under applicable FEMA regulations.

Postal Ballot Process

Cut-off Date: Friday, May 29, 2026 (for determining members eligible to vote)

Remote E-voting Period: Commences at 10:00 a.m. (IST) on Thursday, June 4, 2026, and ends at 5:00 p.m. (IST) on Friday, July 3, 2026.

Scrutinizer: Mr. Rajeev Kumar Sanger (FCS 13092), Proprietor of M/s. Sanger & Associates, Company Secretaries

E-voting Service Provider: MUFG Intime India Private Limited (Instavote)

The resolution will be deemed passed on the last date of e-voting (July 3, 2026) if approved. The notice is being sent only by electronic mode to members whose email addresses are registered as of the cut-off date.

Additional Information

Business of Investee Company: Alliance Asia-Pac Pte. Ltd. is an intermediate holding company owning a soap manufacturing plant (PT Alliance Consumer Products Indonesia) in North Sumatra, KEK Sei Mangkei, Indonesia. The factory has been operational since October 2022, and its major customer is Unilever PLC.

Financials of Investee Company (FY 2024-25): Turnover (including other income) was USD 17,936.97; Net Worth was USD 903,9742.

Interest Disclosure: None of the Directors or Key Managerial Personnel, except promoters Anil Nagpal and Harish Kumar Aggarwal (as purchasers), are concerned or interested in this resolution.

The relevant documents, including valuation reports and transaction documents, will be available for inspection by members at the company's registered office during business hours.