Envair Electrodyne Ltd

Resolutions

• Special Resolution to approve sale of Envair's 19.33% stake in Alliance Asia Pac Pte Ltd, Singapore.
• Transferees: Duratech Cements India Limited (91,281 shares) and Imperial Marketing Services India Pvt Ltd (52,469 shares).
• Consideration: USD 1.55 per share for 1,43,750 shares.
• Aggregate consideration expected: 2.13 Crores; payable within 30 days of completion.
• Subject to shareholder and regulatory approvals and other applicable approvals.
• Board authorized to finalize agreements and related deeds to complete the transaction.
• Timeline: completion after postal ballot, i.e., after 19 Sep 2026.
• Promoter/related party note: Alliance Asia Pac is related party; Envair holds 19.33%.
• Interested directors: Anil Nagpal and Harish Kumar Aggarwal due to shareholding.
• Record date for e-voting: 14 August 2026.
• E-voting window: 21 August 2026 to 19 September 2026.
• Proceeds to be used for expansion and strengthening liquidity.
• Valuation basis: valuation by SM Bhat & Associates.
• Earlier promoter transfer proposal superseded by current transferees.
• Sale subject to FEMA, RBI, and other statutory approvals.
• Transaction aims to optimize portfolio and unlock value; improve liquidity.

Results & disclosures

• Unaudited standalone results for quarter ended 30 June 2026 with limited review report.
• Board approved results on 13 August 2026; meeting duration 01:40 PM to 03:47 PM.
• Single reportable segment: Industrial Machinery.
• Figures in Lakhs; March 31, 2026 quarter figures are balancing figures between audited year-end and nine-month figures.
• Limited review conducted by M L Bhuwania & Co LLP; report attached.

Unaudited results

• Unaudited standalone results for quarter ended 30 June 2026, with auditor's report.
• Results reviewed by Audit Committee and approved by the Board.

Sale of Alliance Asia Pac stake revised

• Revision of sale mode; previous promoter transfer not pursued.
• Transfer of 143,750 shares at USD 1.55 per share to two entities.
• Shareholders to be asked via Postal Ballot for fresh approval.
• Distribution: 91,281 shares to Duratech Cements India; 52,469 to Imperial Marketing.
• Total consideration USD 222,812.50 for 143,750 shares.
• Subject to approvals and regulatory filings.

Auditors

• Re-appointment of M. L. Bhuwania & Co LLP as statutory auditors for two years.
• Term from conclusion of 44th AGM to conclusion of 46th AGM (2025).

Postal ballot and notices

• Draft Postal Ballot Notice approved to seek sale approval.
• Convene Postal Ballot for fresh shareholder approval; Company to issue notices and filings.

Scrutinizer appointment

• Mr. Rajeev Kumar Sanger appointed Scrutinizer for Postal Ballot process.

Regulatory/compliance

• No regulatory approvals under FEMA required for sale; shareholder approval needed.

Tax TDS demand settlement

• Paid the TDS demand of ₹18,47,440 on 25 July 2026.
• Demand relates to FY 2007-08 to 2022-23 and 2019-20 to 2022-23 due to TDS mismatch.
• No material adverse impact on operations or financials.
• Delay due to reconciliation; disclosed to exchange on 27 July 2026.
• Additional interest adjusted against unutilised balance on the TDS portal.

Withdrawal of CCL project

• Board on 17-07-2026 withdrew application for Copper Clad Laminated project due to cost escalation.
• Estimated project cost revised from Rs 136.87 crore to Rs 219.67 crore; re-evaluation planned.
• Withdrawal described as administrative/strategic and not abandonment of long-term CCL objectives.

Dematerialisation status

• Dematerialisation requests for the quarter were processed; accepted or rejected by the registrar.
• Securities dematerialised were listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after due verification.
• Depository name substituted as registered owner in records within prescribed timelines.

Purpose

• Special postal ballot to approve sale/disposal of overseas investment in Alliance Asia Pac Pte Ltd, Singapore.

Resolution

• Resolution 1 (Special): Approve sale/disposal of overseas investment in Alliance Asia Pac Pte Ltd, Singapore.

Outcome

• Approved; in-favour 786336; against 1; total polled 786337.

Promoter interest

• Promoter group interested in the agenda.

Material impact

• Disposal of overseas investment; no other capital changes disclosed.

Key terms

• Voting period: 4 June–3 July 2026; cut-off date: 29 May 2026.