Comrade Appliances Ltd

Regulation 74(5) status

• Regulation 74(5) not applicable; all shares in demat form.
• No dematerialisation requests received during quarter ended 30 September 2026.

Purpose and resolutions

• Item 1: Special resolution to issue up to 24 lakh equity shares on preferential basis.
• Proposed allottees: Omnia Appliances Private Limited and Anadi Investments Private Limited.
• Aggregate issue up to ₹8.16 crore at ₹34 per share.
• Open Offer triggered; Acquirers to acquire 18.90 lakh shares (24.3%).
• Omnia to promoter group post Open Offer; change in control 38.22%.
• Proceeds: ₹3.16 crore for working capital; ₹5.00 crore for loan repayments.
• Minimum issue price ₹30.50; board set price ₹34; valuation report cited.
• Lock-in per ICDR regulations; no rating agency required.
• Board authorized to circulate PAS-4, apply for approvals, and list shares.
• E-voting window: 9:00 AM Oct 15 to 5:00 PM Nov 13, 2026; cutoff Oct 9.
• Scrutinizer: Mayank Arora & Co.; results within two working days after voting.

Outcome and governance impact

• Outcome: postal ballot results to be announced within two working days.
• Post-transaction promoter status: Omnia to Promoter & Promoter Group; Acquirers hold 38.22%.
• Open Offer completion may alter control and management.

Open Offer Overview

• Acquirers: Omnia Appliances Private Limited; Graphic Promoters and Developers Private Limited; Amaira Estate Advisors LLP; MLJ Aeternum LLP.
• Target: Comrade Appliances Limited.
• Purpose/trigger: Mandatory open offer under SEBI SAST following underlying transactions.

Offer Details

• Size: 26,46,487 shares, 26.00% of Expanded Share Capital.
• Price/Consideration: INR 35 per share; total INR 9,26,27,045.
• Mode of payment: Cash.
• Type: Triggered/mandatory open offer.
• Expanded Share Capital post-issue: 1,01,78,795 equity shares.

Transaction Background

• SPA with Seller to acquire 18,90,000 shares at INR 34.
• Board approved preferential allotment of 20,00,000 equity shares to Acquirer 1 at INR 34.
• Open offer triggered under Regulation 3(1) and Regulation 4 of SEBI SAST.

Acquirers & Post-Offer Ownership

• Acquirer 1: Omnia Appliances Private Limited.
• Acquirer 2: Graphic Promoters and Developers Private Limited.
• Acquirer 3: Amaira Estate Advisors LLP.
• Acquirer 4: MLJ Aeternum LLP.
• Pre-transaction holding: Nil for all acquirers.
• Acquirer 1 post-issue: 23.58% of Expanded Capital.
• Acquirer 2 post-issue: 6.78%.
• Acquirer 3 post-issue: 4.91%.
• Acquirer 4 post-issue: 2.95%.
• Total post-issue: 38.22%.

Target Company

• Name: Comrade Appliances Limited.
• Listing: BSE Limited – SME Platform.
• Expanded share capital post-issue: ₹10,17,87,950.
• Pre-issue share capital: ₹7,77,87,950.
• Promoter selling shareholder: Mehboob Alam held 22,83,705 shares (29.36%) pre-offer.
• Post-offer promoter holding: 3,93,705 shares (3.87%).

Timeline & Process

• DPS to be published by Oct 21, 2026.
• Eligibility: Public shareholders excluding acquirers, PACs, promoter group.
• Regulatory approvals: SEBI (SAST) and other approvals as required.
• Not conditional on minimum acceptance; not a competitive bid.

Other Material Information

• Acquirers have firm financial arrangements to fund the offer.
• Detailed Public Statement to be published in national and local newspapers.

Preferential issue terms

• Board approves up to 24,00,000 equity shares at Rs 34 each for cash, up to Rs 8.16 crore.
• Proposed allottees: Omnia Appliances Pvt Ltd (20,00,000) and Anadi Investments Pvt Ltd (4,00,000).

Promoter sale and acquirer details

• Promoter Mehboob Alam to sell 18,90,000 equity shares representing 24.30% for Rs 6.42 crore.

Key agreements and governance

• Shareholders Subscription Agreement records terms for issuance of 20,00,000 equity shares to Acquirer.
• Preferential Issue Committee constituted to finalize documents and approvals.
• Draft Postal Ballot notice for member approval considered.

IDC recommendation and offer details

• IDC unanimously recommended the proposed preferential issue of up to 2,400,000 equity shares.
• Issue price set at Rs 34 per share, cash consideration.
• Aggregate value up to Rs 8.16 crore.
• Proposed allottees: Omnia Appliances Private Limited and Anadi Investments Private Limited.
• Allocation: 2,000,000 shares to Omnia; 400,000 to Anadi.
• IDC members Rajan Agarwal and Sonu Dhariwal; no related-party ties.
• Voting: Unanimous in favour; recommendation to the Board.
• Meeting date: 13 October 2026; subject to SEBI ICDR approvals.

Equity issue details

• Proposed preferential issue of up to 24,00,000 equity shares.
• Face value Rs 10; issue price Rs 34 per share.
• Aggregate issue size up to Rs 8.16 crore.
• Allottees: Omnia Appliances (20,00,000) and Anadi Investments (4,00,000).
• Omnia to be promoter/promoter group category after open offer.
• Subject to member approval and regulatory clearances.

Promoter sale and open offer

• Promoter Mehboob Alam to sell 18,90,000 equity shares.
• Sale represents 24.30% of current paid-up capital; price Rs 34.
• Total consideration Rs 6.42 crore.
• Acquirers: Omnia Appliances and others to acquire 18,90,000 shares.
• Post-open offer, acquirers to be promoter of the company.

Agreements and governance

• Shareholders Subscription Agreement records terms for 20,00,000 shares.
• Preferential allotment proceeds via Omnia; separate agreement for Anadi Investments.
• Preferential Issue Committee formed to finalize documents.
• Draft postal ballot notice prepared for member approval.

Meeting Details

• Date: October 01, 2026; time and venue not disclosed.

Key Agenda Items

• To consider and approve issuance of equity instruments via preferential/right issue or other mode.
• Determination of price for the issued instruments.

Other Notes

• Trading window closed for designated persons and their immediate relatives from intimation until 48 hours after board outcome.