Board clears stake sale with open offer, preferential issue, warrants and authorised capital hike
Authorised capital up from ₹4.5 crore to ₹16,50,00,000.
By ScoutQuest · · 2 min read
- Authorised Capital Hike
- from ₹4.5 crore to ₹16,50,00,000
- Share Purchase Agreement
- ~10 lakh shares (24.37% of existing capital); open offer triggered
- Preferential Issue & Warrants
- up to 2.45 crore equity shares at ₹2 each; up to 12.55 crore convertible warrants at ₹2 each, up to ₹25.1 crore
The board of the company met on 23 October 2026 and approved a package that does two things at once: it enlarges the share capital, and it hands control to a new set of promoters.
What the board approved
- Authorised share capital to go up from ₹4.5 crore to ₹16.5 crore, with a matching change to the capital clause of the Memorandum of Association. This needs member approval.
- A Share Purchase Agreement for ~10 lakh equity shares, which is 24.37% of the existing paid-up capital.
- A preferential issue of up to 2.45 crore equity shares at ₹2 per share.
- Up to 12.55 crore convertible warrants at ₹2 per warrant, aggregating up to ₹25.1 crore.
Who is buying the stake
The sellers are Shivkumar R Chauhan and Nehal S Chauhan, who form part of the current promoters. The acquirers are Mahendrabhai Gulabdas Patel, Munjal Mahendrabhai Patel, Sanjay Rameshchandra Patel and Rakesh Rameshchandra Patel. The update states that the acquirers are not related parties to the company as of date.
The change of control
- The SPA, together with the proposed preferential issue in which the acquirers are also proposed allottees, has triggered an obligation on the acquirers to make an open offer under the SEBI SAST Regulations.
- Subject to approvals and to completion of the open offer and the SPA transactions, the acquirers will acquire control and become promoters, while the sellers will cease to be promoters and be reclassified as public shareholders.
- The board of directors is to be re-constituted after the transactions are completed.
The fund raise in numbers
- Equity: up to 2.45 crore fully paid-up equity shares at ₹2 per share on a preferential basis, to proposed allottees that include the four proposed promoters.
- Warrants: up to 12.55 crore warrants at ₹2 per warrant, aggregating up to ₹25.1 crore, each carrying the right to subscribe to one equity share. Conversion is at the warrant holder's discretion, after the open offer is completed and within the instrument's tenure.
- Both issuances are under the SEBI ICDR Regulations and are subject to shareholder approval and other approvals.
What a retail investor may want to track
- Scale of issuance: the proposed 2.45 crore equity shares, and the shares that would arise on conversion of the 12.55 crore warrants, are each a multiple of the ~10 lakh shares that represent 24.37% of the existing capital. The shareholding pattern can therefore change substantially.
- Approvals: an Extra Ordinary General Meeting is called for 23 November 2026, where members will vote. The open offer and the SPA transactions are also subject to approvals.
- The authorised capital increase by itself does not bring in money; it creates headroom for issuing shares.
In balance, the package brings in new promoters and fresh capital, while also meaning a large new issue of shares and a change in who controls the company.
Also from Charms Industries
Scrip Code corrected to 531327; Board Meeting documents left unchanged
23 Oct 2026
Board approves 24.37% promoter stake sale, mandatory open offer and two preferential issues
23 Oct 2026
Board approves promoter change, ₹16.5 crore authorised capital, preferential shares and warrants
23 Oct 2026
More numbers
- Existing authorised share capital₹4,50,00,000
- Proposed authorised share capital₹16,50,00,000
- Equity shares under the Share Purchase Agreement10,00,463
- Stake represented by the SPA shares24.37%
- Equity shares proposed on preferential basis2,45,00,000
- Issue price per equity share / per warrant₹2/-
- Convertible warrants proposed on preferential basis12,55,00,000
- Aggregate amount for the convertible warrants₹25,10,00,000
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