Offer Details

The open offer is being made by four acquirers: Mr. Mahendrabhai G. Patel (Acquirer-1), Mr. Munjal Mahendrabhai Patel (Acquirer-2), Mr. Sanjaykumar Rameshbhai Patel (Acquirer-3), and Mr. Rakesh Ramesh Chandra Patel (Acquirer-4) to acquire up to 7,437,586 fully paid-up equity shares of face value ₹1 each, representing 26.00% of the emerging voting share capital of Charms Industries Limited.

Offer Price: ₹2.00 per share, payable in cash.

Maximum Offer Consideration: ₹1,48,75,172 (assuming full acceptance).

Offer Type: Mandatory offer triggered by acquisition of substantial voting rights and control.

Conditionality: The offer is not conditional upon any minimum level of acceptance.

Underlying Transactions Triggering the Offer

The open offer obligation was triggered by two simultaneous transactions:

1. Share Purchase Agreement (October 23, 2026): Acquisition of 1,000,463 equity shares (24.37% of existing paid-up capital) from existing promoters Shivkumar Raghunandan Chauhan and Nehalben Shivkumar Chauhan for ₹20,00,926 at ₹2 per share.

2. Preferential Allotment (Board Approved October 23, 2026): Proposed allotment by Charms Industries of:

  • 20,000,000 equity shares to the acquirers for ₹40,000,000 (₹2 per share)
  • 91,500,000 convertible warrants to the acquirers for ₹18,30,00,000 (₹2 per warrant)
  • Additional 4,500,000 equity shares and 34,000,000 convertible warrants to non-promoters

Capital Structure Impact

Existing Voting Share Capital: 4,106,100 equity shares

Emerging Voting Share Capital: 28,606,100 equity shares (post-preferential allotment of shares only)

Warrants: 125,500,000 convertible warrants (not part of emerging voting capital) convertible after 6 months from offer completion and before 18 months from allotment.

Post-Transaction Shareholding

Assuming full acceptance of the open offer and completion of underlying transactions:

  • Acquirers' Holding: 284,38,049 equity shares (99.41% of emerging voting capital)
  • Residual Public Holding: 168,051 equity shares (0.59%)

Regulatory Compliance Issue

The post-transaction public shareholding of 0.59% would breach the minimum 25% public shareholding requirement under Regulation 38 of SEBI (LODR) Regulations, 2015 read with Rule 19A of SCRR. The acquirers undertake to take steps to restore the prescribed public shareholding within the applicable period.

Target Company Information

Listed on: BSE Limited (Scrip Code: 531327, Symbol: CHARMS)

Capital Reduction: Pursuant to NCLT Ahmedabad Order dated March 26, 2026, the face value was reduced from ₹10 to ₹1 per share without changing the number of shares. Record date was May 20, 2026. Shares are currently suspended from trading due to this capital reduction process.

Manager to the Offer

Kunvarji Finstock Private Limited (SEBI Reg. No: INM000012564) is acting as the manager to the offer. Mr. Devesh Khandelwal (DIN: 01665049) is the contact person.

Timeline

Detailed Public Statement to be published in newspapers on or before October 30, 2026 (within 5 working days of this announcement).

Financial Arrangements

The acquirers have made firm financial arrangements for financing the acquisition of the offer shares in terms of Regulation 25(1) of SEBI (SAST) Regulations, 2011.

Other Details

  • No persons acting in concert with the acquirers
  • No intention to delist the target company
  • Acquirer-2 is the son of Acquirer-1; Acquirer-3 is the brother of Acquirer-4
  • Acquirer-1 has power of attorney from other acquirers for matters relating to this offer