Midland Polymers Limited is subject to an open offer by five acquirers seeking to purchase 97,50,000 equity shares at ₹10 per share. The offer represents a significant corporate development that will reshape the company's ownership structure and control.

Open Offer Structure and Participants

The open offer is being made by five acquirers collectively seeking to acquire 26.00% of the expanded equity and voting share capital of Midland Polymers Limited. The acquirers are led by Gayathri Boreddy, along with Jagannath Edla, Radha Krishna Avudari, Mohammad Amaan Shaik, and Ravi Kiran Veeramalla.

The offer is being made under Regulation 3(1) and 4 read with Regulation 15(1) and 13(2)(g) of SEBI (SAST) Regulations, 2011, following a proposed preferential issue that will result in the acquirers gaining control of the target company.

Acquirer Financial Strength and Background

The five acquirers bring substantial financial resources and industry experience to the transaction. Their certified net worth positions demonstrate adequate financial capacity to complete the acquisition.

CA Chidivias Batchu of Sreedhar Mohan & Associates has certified the net worth of all acquirers as on February 24, 2026. The acquirers have deposited ₹250.00 lacs in an escrow account with Kotak Mahindra Bank Limited, exceeding the required 25% of offer consideration.

Target Company Profile and Financial Position

Midland Polymers Limited was incorporated on September 01, 1992, with its registered office in Hyderabad, Telangana. The company's equity shares are listed on BSE Limited under scrip code 531597.

The company's current paid-up capital stands at ₹66.876 lacs divided into 6,68,760 equity shares of ₹10 each. The authorized capital is ₹1360.00 lacs comprising 1,36,00,000 equity shares.

Preferential Issue and Control Transfer

The open offer follows a proposed preferential allotment approved by the Board of Directors on March 27, 2026. The preferential issue involves multiple components that will significantly alter the company's capital structure.

The acquirers will subscribe to 1,49,31,240 equity shares representing 60.94% of emerging equity capital. This includes 1,05,40,500 shares through share swap against acquisition of JMRClean Energy Private Limited shares, and 43,90,740 shares for cash at ₹10 per share. Additionally, 1,00,00,000 convertible warrants will be issued to the acquirers at ₹10 per warrant.

Post preferential allotment, the acquirers will hold 2,59,31,240 equity shares constituting 69.15% of expanded equity and voting share capital, resulting in management control transfer.

Offer Timeline and Regulatory Compliance

The offer follows a structured timeline with key regulatory milestones. The detailed public statement was published on April 07, 2026, with the tendering period scheduled from May 25, 2026 to June 08, 2026.

The offer requires BSE approval for the proposed preferential issue under SEBI (LODR) Regulations, 2015. BSE Limited serves as the designated stock exchange for tendering shares, with Allwin Securities Limited appointed as the stock broker for settlement.

Midland Polymers Limited has published detailed newspaper advertisements regarding its upcoming 1st Extraordinary General Meeting (EGM) scheduled for April 25, 2026, at 11:00 AM through video conferencing. The comprehensive notice outlines nine major agenda items including acquisition, capital restructuring, and preferential issues.

EGM Publication and Meeting Details

On April 3, 2026, Midland Polymers informed BSE Limited about the newspaper publication of its EGM notice. The advertisements were published in Financial Express (English daily) and Mana Telangana (Telugu daily) on April 2, 2026, in compliance with Regulation 30 and 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Authorized Share Capital Enhancement

The company proposes to increase its authorized share capital from Rs. 13.60 crore to Rs. 40.00 crore, subject to shareholder approval. This substantial expansion will accommodate planned equity issuances and future growth requirements.

Strategic Acquisition of JMRCLEAN Energy

The board has approved the acquisition of 100% equity share capital of JMRCLEAN Energy Private Limited through a share swap arrangement valued at Rs. 10.54 crore. JMRCLEAN Energy, incorporated on December 17, 2024, operates as an EPC and energy-generation company specializing in renewable power and electrical infrastructure.

Multiple Preferential Issues

The company has approved three separate preferential issues totaling approximately Rs. 36.83 crore:

Share Swap Issue

• Securities: Up to 1,05,40,500 equity shares at Rs. 10/- each
• Value: Rs. 10.54 crore
• Purpose: Acquisition consideration for JMRCLEAN Energy

Cash Consideration Issue

• Securities: Up to 1,32,90,740 equity shares at Rs. 10/- each
• Value: Rs. 13.29 crore
• Category: Promoter and non-promoter public

Convertible Warrants Issue

• Securities: Up to 1,30,00,000 convertible warrants at Rs. 10/- each
• Value: Rs. 13.00 crore
• Conversion Period: 18 months from allotment date
• Initial Payment: 25% at allotment, 75% at conversion

Business Expansion and Enhanced Capabilities

The board has approved significant amendments to the company's Memorandum of Association to expand business activities into electrical power transmission, underground cabling projects, wind energy development, defence infrastructure, and water treatment facilities. The company has also enhanced its financial limits, increasing borrowing capacity and investment limits to Rs. 500 crore each.

Director Appointment and Corporate Governance

The EGM agenda includes the appointment of Mr. Sreeram Athota (DIN: 10432878) as Non-Executive Independent Director for a five-year term. Mr. Athota brings over two decades of CFO services experience and holds FCA qualification with expertise in financial and management accounting.

The acquisition is expected to strengthen the company's position in the renewable energy sector while expanding operational capabilities and market reach. All proposed resolutions require shareholder approval during the EGM scheduled for April 25, 2026.