Charms Industries Limited

EGM Details

The Extra Ordinary General Meeting is scheduled to be held on Monday, November 23, 2026 at 12:00 p.m. at the Registered Office of the Company situated at 108-B/109 Sampada Building, Mithakhali Six Roads, Opp-Hare Krishna Complex, B/H Kiran Motors, Ahmedabad – 380009, Gujarat, India.

Remote e-voting facility will be provided to members from Friday, November 20, 2026 at 9:00 a.m. to Sunday, November 22, 2026 at 5:00 p.m. The cut-off date for determining eligibility of members to exercise voting rights is Monday, November 16, 2026.

Agenda Items

Item 1: Increase Authorized Share Capital & Alteration of Memorandum of Association

Proposed ordinary resolution to increase authorized share capital from ₹4,50,00,000 (4.5 crore equity shares of ₹1 each) to ₹16,50,00,000 (16.5 crore equity shares of ₹1 each) by creating additional authorized share capital of ₹12,00,00,000 (12 crore equity shares of ₹1 each).

Consequential amendment to Clause V of Memorandum of Association to reflect the new authorized capital structure. Board authorized to undertake all necessary actions to implement this resolution.

Item 2: Issue Equity Shares on Preferential Basis

Proposed special resolution to issue up to 2,45,00,000 (2.45 crore) fully paid-up equity shares of face value ₹1 each at issue price of ₹2 per share, aggregating ₹4,90,00,000.

Allottee details:

  • Mahendrabhai G. Patel: 50,00,000 shares (Proposed Promoter)
  • Munjal Mahendrabhai Patel: 50,00,000 shares (Proposed Promoter)
  • Sanjay Rameshchandra Patel: 50,00,000 shares (Proposed Promoter)
  • Rakesh Rameshchandra Patel: 50,00,000 shares (Proposed Promoter)
  • 7 non-promoter allottees: 45,00,000 shares total

Relevant date for price determination: October 22, 2026 (30 days prior to EGM).

Payment terms: 100% consideration payable before allotment. Allotment to be completed within 15 days from passing of special resolution or after receiving in-principle approval from stock exchanges, whichever is later.

Equity shares will be subject to lock-in as prescribed under SEBI (ICDR) Regulations and will be listed on BSE Limited.

Item 3: Issue Fully Convertible Share Warrants on Preferential Basis

Proposed special resolution to issue up to 12,55,00,000 (12.55 crore) convertible warrants of face value ₹1 each at issue price of ₹2 per warrant, aggregating ₹25,10,00,000.

Allottee details:

  • Mahendrabhai G. Patel: 2,28,75,000 warrants (Proposed Promoter)
  • Munjal Mahendrabhai Patel: 2,28,75,000 warrants (Proposed Promoter)
  • Sanjay Rameshchandra Patel: 2,28,75,000 warrants (Proposed Promoter)
  • Rakesh Rameshchandra Patel: 2,28,75,000 warrants (Proposed Promoter)
  • 7 non-promoter allottees: 3,40,00,000 warrants total

Conversion terms: Each warrant convertible into one equity share of ₹1 each at premium of ₹1, post 6 months from completion of open offer but not later than 18 months from date of allotment.

Payment terms: 25% of warrant issue price payable at allotment, balance 75% payable upon conversion.

Change in Control Transaction

Current Promoters and Promoter Group have executed Share Purchase Agreement with four proposed promoters (Mahendrabhai G. Patel, Munjal Mahendrabhai Patel, Sanjay Rameshchandra Patel, and Rakesh Rameshchandra Patel) for acquisition of 10,00,463 equity shares representing 24.37% of existing paid-up share capital.

This transaction has triggered open offer obligations under SEBI Takeover Regulations. Public announcement made on October 23, 2026. Upon completion of open offer, the four proposed allottees will be classified as Promoters of the company.

Objects of the Issue

Proceeds of ₹30.00 crore (from equity shares and full warrant conversion) to be utilized for:

  • ₹25.00 crore: Acquisition of 15-17% stake in a proposed five-star hospitality and shopping mall company (within 12 months)
  • ₹5.00 crore: General corporate purposes (within 6 months)

Financial Details

Valuation conducted by RV Janak Jagjivan Shah, IBBI Registered Valuer (Registration No. IBBI/RV/06/2019/11559). Fair value per equity share considered as Nil due to negative valuation approaches. Issue price fixed at ₹2 per share based on SEBI (ICDR) Regulations compliance.

Shareholding Impact

Post-issue share capital (assuming full conversion): ₹15,41,06,000 divided into 15,41,06,000 equity shares of ₹1 each.

Post-issue promoter holding: 73.00% (from current 24.37%)

Post-issue public holding: 27.00% (from current 75.63%)

Voting Arrangements

Scrutinizer appointed: Nisarg Sharma of M/s Nisarg Sharma & Associates, Practicing Company Secretaries.

Remote e-voting through CDSL platform. Physical voting available at EGM venue for members not voting remotely.

#Tags: #CharmsIndustries #PreferentialIssue #EGM #SEBIDisclosure #CapitalRaising #Neutral