Nature of the Event

This is a Detailed Public Statement (DPS) for a mandatory open offer under SEBI (SAST) Regulations, 2011, triggered by the acquisition of shares in Comrade Appliances Limited through a Share Purchase Agreement (SPA) and a Share Subscription Agreement (SSA).

Key Quantitative Figures

  • Open Offer Size: 26,46,487 equity shares
  • Open Offer Percentage: 26.00% of the expanded share capital
  • Offer Price: ₹35.00 per equity share
  • Maximum Consideration: ₹9,26,27,045 (assuming full acceptance)
  • SPA Acquisition: 18,90,000 shares (24.30% of pre-issue capital) from Mehboob Alam at ₹34 per share (Total: ₹6,42,60,000)
  • Preferential Issue: 24,00,000 new shares (23.58% of expanded capital) at ₹34 per share (Total: ₹8,16,00,000)
  • Acquirer 1 (Omnia) to get 20,00,000 shares (₹6,80,00,000)
  • Anadi Investments to get 4,00,000 shares
  • Pre-Issue Share Capital: 77,78,795 shares (₹7,77,87,950)
  • Expanded Share Capital: 1,01,78,795 shares (₹10,17,87,950) post-preferential issue
  • Escrow Amount Deposited: ₹2,31,56,770 (25%+ of max consideration)

Dates of Action

  • Share Purchase Agreement (SPA): October 13, 2026
  • Share Subscription Agreement (SSA): October 13, 2026
  • Board Approval for Preferential Issue: October 13, 2026
  • Public Announcement (PA): October 13, 2026
  • Detailed Public Statement (DPS): October 21, 2026
  • Draft Offer Document Filing with SEBI: October 28, 2026 (Tentative)
  • Identified Date: November 23, 2026 (Tentative)
  • Offer Opening Date: December 8, 2026 (Tentative)
  • Offer Closing Date: December 21, 2026 (Tentative)

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)

Seller: Mr. Mehboob Alam (Promoter)

Manager to Offer: Corporate Professionals Capital Private Limited

Registrar to Offer: Beetal Financial & Computer Services Private Limited

Buying Broker: Nikunj Stock Brokers Limited

Escrow Bank: Kotak Mahindra Bank Limited

Target Company: Comrade Appliances Limited

Purpose/Rationale

The objective behind the acquisition is for business development and expansion. The acquirers intend to be in joint control along with the existing promoter group to support long-term expansion, explore new markets, expand customer base, increase product ranges, and pursue new business opportunities. No major changes to the existing business are planned except in the ordinary course.

Financial/Operational Impact

  • Post-Offer Acquirer Holding: 65,36,487 shares (64.22% of expanded capital) assuming full acceptance
  • Seller's Post-Transaction Holding: 3,93,705 shares (3.87% of expanded capital)
  • Public Shareholding: May reduce below minimum 25% requirement; acquirers undertake to facilitate compliance within stipulated time
  • Target Company Financials (as of Sept 30, 2026):
  • Total Revenue: ₹586.71 lakhs (unaudited)
  • Net Income: (₹664.71) lakhs loss (unaudited)
  • EPS: (₹8.55) (unaudited)
  • Net Worth: ₹653.36 lakhs (unaudited)

Capital Structure Impact

  • Preferential Issue: Will increase share capital from 77,78,795 to 1,01,78,795 shares
  • Open Offer: Potential acquisition of up to 26.00% of expanded capital from public shareholders
  • Combined Effect: Acquirers' stake could reach 64.22% post-transaction

Procedure Details

  • Tendering Mechanism: Through Stock Exchange Acquisition Window
  • Designated Stock Exchange: BSE Limited
  • Eligible Participants: All public shareholders except acquirers, PACs, existing promoter group, and SPA parties
  • Shares in Physical Form: Allowed to tender as per SEBI circular
  • Non-Resident Shareholders: Must obtain requisite approvals to tender shares

Financial Arrangements

  • Acquirers have adequate resources and internal arrangements for financing
  • Escrow account with Kotak Mahindra Bank contains ₹2,31,56,770 (more than 25% of max consideration)
  • Chartered Accountant certification confirms sufficient resources for offer obligations

Statutory Approvals

  • No statutory approvals required as of DPS date except shareholder approval for preferential issue
  • Offer subject to any approvals that may become applicable later
  • If statutory approvals are refused, offer will stand withdrawn per Regulation 23(1)(a)

Other Material Information

  • This is not a competitive bid
  • Offer is not conditional on minimum acceptance level
  • No revision in offer price or size as of DPS date
  • Acquirers will not acquire shares during prohibited period before tendering
  • Interest of 10% per annum payable for delays in payment except for statutory approval delays
  • Manager to Offer declares no shareholding in Target Company and will not deal during offer period