Public Announcement Details

Nature of the Event

This is a Public Announcement (PA) for a mandatory Open Offer made in compliance with Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). The announcement is issued by Corporate Professionals Capital Private Limited, the Manager to the Offer, on behalf of the Acquirers.

Offer Details

  • Offer Size: The offer is for the acquisition of up to 26,46,487 Equity Shares of face value INR 10.00 each.
  • Stake Represented: This represents 26.00% of the expanded share capital of Comrade Appliances Limited (CAL).
  • Offer Price: The price per Equity Share offered is INR 35.
  • Total Consideration: Assuming full acceptance, the total consideration payable by the Acquirers will be INR 9,26,27,045.
  • Mode of Payment: The offer price will be paid in Cash, as per Regulation 9(1)(a) of the SEBI SAST Regulations.
  • Type of Offer: This is a Triggered/Mandatory Offer.
  • 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 direct acquisition transactions:

1. Share Purchase Agreement (SPA):

  • Date: October 13, 2026.
  • Parties: The Acquirers (collectively) and Mr. Mehboob Alam (the Seller).
  • Transaction: Acquisition of 18,90,000 Equity Shares from the Seller.
  • Stake Acquired: 24.30% of the Pre-Issue Share Capital / 18.57% of the Expanded Share Capital.
  • Price per Share: INR 34.
  • Total Consideration: INR 6,42,60,000.
  • Mode of Payment: Cash.
  • Regulation Triggered: Regulation 3(1) and Regulation 4 of SEBI SAST Regulations.

2. Preferential Allotment:

  • Approval Date: October 13, 2026 (Board Meeting).
  • Transaction: Preferential issue of 20,00,000 Equity Shares to Acquirer 1 (Omnia Appliances Private Limited).
  • Stake Issued: 19.65% of the Expanded Share Capital.
  • Issue Price per Share: INR 34.
  • Total Consideration: INR 6,80,00,000.
  • Mode of Payment: Cash.
  • Approvals: Subject to approval of members and other regulatory approvals, if any.
  • Regulation Triggered: Regulation 3(1) and Regulation 4 of SEBI SAST Regulations.

Details of Acquirers

There are four Acquirers acting collectively:

1. Acquirer 1: Omnia Appliances Private Limited

2. Acquirer 2: Graphic Promoters and Developers Private Limited

3. Acquirer 3: Amaira Estate Advisors LLP

4. Acquirer 4: MLJ Aeternum LLP

Common Address: All Acquirers have addresses in New Delhi, specifically in the Jasola/Sukhdev Vihar/Jamia Nagar area (110025).

Pre-Transaction Shareholding: All Acquirers held Nil shares in the Target Company prior to these transactions.

Proposed Post-Transaction Shareholding (from triggered acquisitions):

  • Acquirer 1: 24,00,000 shares (23.58% of Expanded Share Capital)
  • Acquirer 2: 6,90,000 shares (6.78% of Expanded Share Capital)
  • Acquirer 3: 5,00,000 shares (4.91% of Expanded Share Capital)
  • Acquirer 4: 3,00,000 shares (2.95% of Expanded Share Capital)
  • Total Collective Holding: 38,90,000 shares (38.22% of Expanded Share Capital)

Control: The Acquirers state that upon completion of the Open Offer, they will acquire and exercise joint control over the Target Company and become joint promoters along with the existing promoters.

Details of Selling Shareholder (in SPA)

  • Name: Mr. Mehboob Alam
  • Status: Member of the Promoter and Promoter Group (Yes)
  • Pre-Transaction Holding: 22,83,705 shares (29.36% of Pre-Issue Share Capital)
  • Post-Transaction Holding: 3,93,705 shares (3.87% of Expanded Share Capital)

Target Company Details

  • Name: Comrade Appliances Limited (CAL)
  • Listing: BSE Limited – SME Platform

Capital Structure Definitions

  • Pre-Issue Share Capital: INR 7,77,87,950, comprising 77,78,795 equity shares.
  • Expanded Share Capital: INR 10,17,87,950, comprising 1,01,78,795 equity shares. The expansion is due to the preferential issue of 24,00,000 shares.

Other Key Information

  • Manager to the Offer: Corporate Professionals Capital Private Limited (SEBI Regn. No: INM000011435).
  • Financial Arrangements: The Acquirers undertake that they have adequate resources and firm financial arrangements for financing the acquisition, in compliance with Regulation 25(1) of the SEBI SAST Regulations.
  • Detailed Public Statement (DPS): The DPS will be published on or before October 21, 2026, in one English national daily, one Hindi national daily, one Marathi newspaper (Mumbai), and one Marathi newspaper (for BSE).

#Tags: #ComradeAppliances #OpenOffer #SEBISAST #TakeoverCode #Acquisition