Nature of the Disclosure

This is a Draft Letter of Offer (DLOO) for a mandatory open offer triggered under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is made by a consortium of four acquirers to purchase equity shares from public shareholders of Comrade Appliances Limited.

Key Quantitative Figures

  • Offer Size: Up to 26,46,487 equity shares
  • Offer Percentage: 26.00% of the expanded share capital
  • Offer Price: INR 35.00 per equity share
  • Total Maximum Consideration: INR 9,26,27,045
  • Face Value: INR 10.00 per share
  • Escrow Amount Deposited: INR 2,31,56,770 (25% of maximum consideration)
  • Preferential Issue Price: INR 34.00 per share (20,00,000 shares to Acquirer 1)
  • SPA Purchase Price: INR 34.00 per share (18,90,000 shares from Mehboob Alam)

Dates of Action

  • Public Announcement Date: October 13, 2026
  • Detailed Public Statement Date: October 20, 2026
  • Identified Date: November 23, 2026 (for shareholder determination)
  • Offer Opening Date: December 08, 2026
  • Offer Closing Date: December 21, 2026
  • Settlement Completion Date: January 05, 2027
  • DLOF Filing with SEBI: October 28, 2026

Parties Involved

Acquirers:

1. Omnia Appliances Private Limited (Acquirer 1)

2. Graphic Promoters and Developers Private Limited (Acquirer 2)

3. Amaira Estate Advisors LLP (Acquirer 3)

4. MLJ Aeternum LLP (Acquirer 4)

Target Company: Comrade Appliances Limited (CAL)

Manager to Offer: Corporate Professionals Capital Private Limited

Registrar to Offer: Beetal Financial & Computer Services Private Limited

Escrow Bank: Kotak Mahindra Bank Limited

Buying Broker: Nikunj Stock Brokers Limited

Seller: Mehboob Alam (current promoter group member)

Transaction Details

The open offer is triggered by two simultaneous transactions:

1. Share Purchase Agreement (SPA) dated October 13, 2026: Acquisition of 18,90,000 equity shares (24.30% of pre-issue capital) from Mehboob Alam at INR 34.00 per share

2. Share Subscription Agreement (SSA) dated October 13, 2026: Preferential issue of 20,00,000 equity shares (23.58% of expanded capital) to Acquirer 1 at INR 34.00 per share

Financial and Operational Impact

  • Post-offer Shareholding: Acquirers will hold 65,36,487 shares (64.22% of expanded capital)
  • Public Shareholding Reduction: Will fall below 25% minimum requirement under SEBI (LODR) Regulations, 2015
  • Capital Structure Change: Expanded share capital will be INR 10,17,87,950 divided into 1,01,78,795 equity shares
  • Acquirers' Current Holding: Nil shares as of DLOO date

Capital Structure Impact

  • Pre-issue Capital: 77,78,795 equity shares of INR 10 each (INR 7,77,87,950)
  • Post-preferential Issue Capital: 1,01,78,795 equity shares of INR 10 each (INR 10,17,87,950)
  • Dilution: Preferential issue causes 23.58% dilution to existing shareholders

Cash Flow Implications

  • Outflow for Acquirers: Maximum INR 9,26,27,045 for open offer shares
  • Additional Outflow: INR 6,80,00,000 for preferential issue + INR 6,42,60,000 for SPA purchase
  • Funding Source: Internal resources of acquirers, escrow arrangement confirmed

Risk Factors

1. Offer may be withdrawn if statutory approvals are refused under Regulation 23(1) of SAST Regulations

2. Possible delay in payment if regulatory approvals are delayed

3. Proportionate acceptance in case of over-tendering

4. Physical share handling risk during transit

5. Public shareholding reduction below regulatory minimum requiring subsequent compliance action

Procedure Details

  • Tendering Mechanism: Through BSE acquisition window
  • Marketable Lot: 1,000 equity shares
  • Settlement: Through clearing corporation with direct payout to shareholders
  • Physical Share Procedure: Requires submission of original certificates, transfer deeds, and completed acceptance forms
  • Taxation: Detailed tax implications provided for different shareholder categories

Statutory Approvals

  • Shareholder approval required for preferential issue
  • No other statutory approvals required as of DLOO date
  • RBI approvals needed for NRI/OCB shareholders

Financial Information of Acquirers (as of latest available)

Acquirer 1 (Omnia): PAT of INR (42.65) lacs for period ended June 30, 2026 (unaudited)

Acquirer 2 (Graphic): PAT of INR 9.20 lacs for period ended June 30, 2026 (unaudited)

Acquirer 3 (Amaira): PAT of INR (1.10) lacs for period ended September 29, 2026 (unaudited)

Acquirer 4 (MLJ): No income/expense since incorporation in August 2026

Target Company Financials (as of September 30, 2026)

  • Revenue from Operations: INR 906.75 lacs (6 months ended)
  • Net Loss: INR (664.71) lacs (6 months ended)
  • Net Worth: INR 653.36 lacs
  • Book Value per Share: INR 8.40