Midland Polymers Ltd

Transaction details

• Target: Midland Polymers Limited; listed on BSE Limited.
• Acquirer: Ramachandra Rao Tummala (not in promoter/promoter group).
• Acquisition mode: Preferential Allotment; Date: 29 July 2026.
• Pre-acquisition holding: 0 shares; 0% voting rights.
• Post-acquisition: 18,50,000 shares, 11.55% voting rights; 7.36% diluted.
• Equity capital before: Rs 66,87,600; 6,68,760 shares.
• Equity capital after: Rs 16,02,06,280; 1,60,20,628 shares.
• Total diluted capital after: Rs 25,12,06,280; 2,51,20,628 shares.
• Salient features: Equity shares of Rs 10 each.

Board outcomes and governance updates

• Approved unaudited standalone results for quarter ended 30-06-2026 and the Limited Review Report.
• Name change proposed to Rare Earth Engineers Limited, subject to member approval and MOA/AOA changes.
• Shifted registered office to Kondapur, Hyderabad.
• 34th Directors’ Report for FY2025-26 and AGM notice issued; AGM on 24 Sep 2026 via OAVM.
• Appointed Subbarao (Non-Executive), Shaik Amaan (WTD), Prashanth Reddy (Chairman/MD), Chereddy Ajay Raj (CFO) effective 12 Aug 2026.
• Resigned Vanaja Veeramreddy as Managing Director and Praneeth Thota as WTD & CFO, effective 12 Aug 2026.
• Adoption of new MOA aligned with Companies Act, 2013, subject to member approval.
• Reclassification of Gudapu Reddy Sreedar Reddy from Promoter to Public upon Open Offer completion.
• Q1 FY2026-27 unaudited results: revenue nil; net loss ₹32.05 lakh; other income ₹3.34 lakh.
• Paid-up equity capital ₹66.88 lakh; basic/diluted EPS ₹−4.79.

Meeting Details

• Date: 12 August 2026; time not disclosed; venue: registered office.

Key Agenda Items

• Un-audited financial results with Limited Review Report for quarter ended 30.06.2026.
• Any other business with permission of the Chair.

Other Notes

• Trading window closed from 01.07.2026 to 48 hours after results declaration.

Dematerialisation processing status

• Dematerialisation requests were processed and confirmed to depositories.
• Securities dematerialised have been listed on stock exchanges where earlier issued securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification; depositories' name substituted as registered owner within timelines.

Open Offer

• Acquirers are Gayathri Boreddy, Jagannath Edla, Radha Krishna Avudari, Mahammad Amaan Shaik, and Ravi Kiran Veeramalla.
• Target company is Midland Polymers Limited.
• Offer was triggered by a public open offer for substantial acquisition of shares and voting rights.

Offer Terms

• Up to 97,50,000 equity shares will be acquired, representing 26.00% of expanded capital.
• Offer price is Rs. 10 per share, payable in cash.
• No competing bid was received.
• This is a mandatory open offer.

Transaction Background

• The offer follows the public announcement and detailed public statement process.
• No material changes were reported from the date of the public announcement.
• No change in control or promoter status is stated in this chunk.

Shareholding Impact

• Pre- and post-offer acquirer shareholding percentages are not stated in this chunk.
• No intention to delist, change management, or alter business strategy is disclosed.
• Minimum public shareholding compliance is not discussed in this chunk.

Timeline

• Public announcement was made on 27.03.2026.
• Offer opened on 03.06.2026 and closed on 16.06.2026.
• Letter of offer was dispatched on 26.05.2026.
• Eligible shareholders were all owners except the acquirers, promoter, and selling company.

Recommendations

• Independent directors said the offer price appeared justified under takeover regulations.

Approvals and Notes

• SEBI final observations on the draft letter of offer were received and incorporated.
• No other material changes were reported from the public announcement date.

Open Offer

• Acquirers: Gayathri Boreddy, Jagannath Edla, Radha Krishna Avudari, Mahammad Amaan Shaik, and Ravi Kiran Veeramalla.
• Target company: Midland Polymers Limited.
• Offer triggered by an open offer to acquire shares of the target company.

Offer Terms

• Up to 97,50,000 equity shares are being acquired.
• Offer price is Rs. 10 per fully paid-up equity share.
• Offer represents 26.00% of expanded equity and voting share capital.
• Consideration is payable in cash.
• The offer is a triggered open offer.

Transaction Background

• The filing references an open offer advertisement by the committee of independent directors.
• No additional triggering transaction details are provided in this chunk.

Post-Offer Impact

• No pre-offer or post-offer shareholding percentages are stated in this chunk.
• No delisting, management change, or business strategy change is stated.

Timeline

• Advertisement was published on 01 June 2026.
• No offer opening, closing, or tendering dates are stated.
• Shareholders eligible to tender are not specified in this chunk.

Recommendations

• The committee of independent directors issued an advertisement.
• No recommendation outcome is stated in this chunk.

Other

• No statutory approvals, conditions, or risks are stated in this chunk.

Meeting Details

• Board meeting on 29.05.2026 at the registered office of Midland Polymers Limited.

Key Agenda Items

• Consider audited financial results with Auditor’s Report for quarter and year ended 31.03.2026.

Other Notes

• Trading window closed from 01.04.2026 until 48 hours after audited results declaration.

Increase in Authorised Share Capital

• Special resolution to increase authorised capital from Rs.13.6 crore to Rs.40 crore.
• Memorandum of Association to be altered accordingly.
• No director or KMP has interest except shareholding.

Preferential Issue for Share Swap

• Special resolution to issue 1.05 crore equity shares at Rs.10 each for acquisition of JMRCLEAN Energy.
• Shares issued for consideration other than cash (share swap).
• Proposed allottees to become promoters post open offer.
• Shares subject to SEBI ICDR lock-in and rank pari passu with existing shares.
• Allotment within 15 days of approval or receipt of regulatory permissions.
• Change in control expected; open offer triggered under SEBI SAST.

Preferential Issue for Cash Consideration

• Special resolution to issue 1.33 crore equity shares at Rs.10 each for cash to promoters and non-promoters.
• Includes reclassification of some allottees as promoters post open offer.
• Shares subject to SEBI ICDR lock-in and rank pari passu with existing shares.
• Allotment within 15 days of approval or receipt of regulatory permissions.
• Mr. Gudapu Reddy Sreedar Reddy intends to subscribe; others do not.
• Change in control expected; open offer triggered under SEBI SAST.

Issue of Convertible Warrants

• Special resolution to issue 1.3 crore fully convertible warrants at Rs.10 each on preferential basis.
• Each warrant convertible into one equity share within 18 months.
• 25% warrant price payable upfront; balance on conversion.
• Warrants and shares subject to SEBI ICDR lock-in.
• Allotment within 15 days of approval or receipt of regulatory permissions.
• Change in control expected; open offer triggered under SEBI SAST.
• No directors or promoters intend to subscribe.

Alteration of Object Clause

• Special resolution to amend main objects for diversification into power transmission, renewable energy, defense, and infrastructure.
• Change aligns with acquisition of JMRCLEAN Energy and future business plans.
• Approval required under Companies Act.

Increase in Borrowing Limits

• Special resolution to increase borrowing limit to Rs.500 crore.
• Includes powers to borrow via loans, debentures, bonds, etc.
• Board authorized to secure borrowings by creating charges on assets.

Creation of Charge on Assets

• Special resolution to create charges on company assets up to Rs.500 crore to secure borrowings.
• Includes mortgages, hypothecations on movable and immovable properties.

Increase in Investment and Loan Limits

• Special resolution to increase limits for loans, guarantees, and investments to Rs.500 crore.
• Limits exceed statutory thresholds requiring shareholder approval.

Appointment of Independent Director

• Special resolution to appoint Mr. Sreeram Athota as Non-Executive Independent Director for 5 years.
• Mr. Athota has finance and accounting expertise; no shareholding in company.
• Appointment complies with SEBI Listing Regulations.

Impact on Shareholding and Control

• Post-issue promoter holding expected to increase to 75.65%.
• Non-promoter public holding to reduce to 24.35%.
• Acquirers via preferential allotments to become promoters after open offer.
• Existing promoter Mr. Gudapu Reddy Sreedar Reddy to be reclassified as non-promoter.

Utilisation of Funds

• Rs.10.54 crore from share swap to acquire JMRCLEAN Energy.
• Rs.13.29 crore from cash preferential issue for subsidiary investment and general corporate purposes.
• Rs.13 crore from warrant issue for subsidiary capital expenditure and working capital.
• Total proceeds to be used within 12 months.