Charms Industries531327Open offer announcement

Open offer for 26.00% of emerging voting share capital at Rs. 2 per share

Open offer for up to ~74.38 lakh shares of Charms Industries — 26.00% of emerging voting share capital — at Rs. 2 per share in cash.

By ScoutQuest · Fri 23 Oct 2026, 6:14 PM IST · 3 min read

26%Open offer size as % of emerging voting share capital

Open offer size as % of emerging voting share capital: 26.00%.

Offer Size: up to ~74.38 lakh shares, 26.00% of emerging voting share capital
Offer Price: Rs. 2 per share in cash
Maximum Consideration: ~Rs. 1.49 crore

This is a mandatory open offer to the public shareholders of Charms Industries Ltd. The acquirers are four individuals: Mahendrabhai G. Patel, Munjal Mahendrabhai Patel, Sanjaykumar Rameshbhai Patel and Rakesh Ramesh Chandra Patel. Kunvarji Finstock Private Limited is the Manager to the Offer.

What is being offered

Up to ~74.38 lakh fully paid-up equity shares of face value Rs. 1/- each, representing 26.00% of the emerging voting share capital of the target company.
Offer price of Rs. 2/- per share, payable in cash.
Assuming full acceptance, the total consideration would be ~Rs. 1.49 crore.
This is a mandatory offer made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011, and the equity shares are not frequently traded.

What triggered the offer

A share purchase agreement dated October 23, 2026, under which the acquirers are acquiring ~10 lakh equity shares (24.37% of the existing paid-up equity share capital, 3.50% of the emerging voting share capital) from the sellers at Rs. 2/- per share, aggregating ~Rs. 20.01 lakh.
A proposed preferential allotment by the target company of 2 crore equity shares and 9.15 crore convertible warrants to the acquirers, at Rs. 2/- per equity share and Rs. 2/- per convertible warrant. It was approved by the Board at its meeting on October 23, 2026, and is subject to shareholder approval and other regulatory approvals.

How the emerging voting share capital is counted

It is defined as ~2.86 crore equity shares on a fully diluted basis as of the tenth working day from the close of the tendering period. This comprises the existing voting share capital of ~41.06 lakh equity shares and 2.45 crore equity shares proposed to be allotted in the preferential issue. The 12.55 crore warrants are not part of it, because they can be exercised only after six months from completion of the offer and before eighteen months from the date of allotment.

The selling shareholders

Shivkumar Raghunandan Chauhan held 9,68,540 equity shares (23.59%) before the transaction, and the holding after the transaction is shown as NIL.
Nehalben Shivkumar Chauhan held 31,923 equity shares (0.78%) before the transaction, and the holding after the transaction is shown as NIL. Out of these, 4,840 equity shares are held in physical form.

Where the acquirers stand after the transactions

The table of proposed shareholding after the acquisitions that triggered the offer shows each of the four acquirers at 18.35% and a combined 73.41% (assuming full acceptance of the open offer). Assuming full acceptance and completion of the underlying transactions, the acquirers would hold ~2.84 crore equity shares (99.41%) and the residual public shareholding would be ~1.68 lakh equity shares (0.59%). The acquirers undertake to take the steps required under Regulation 7(4) of the SEBI (SAST) Regulations, 2011, Rule 19A of the SCRR and Regulation 38 of the SEBI (LODR) Regulations, 2015 to restore the prescribed public shareholding within the applicable period. The detailed manner of compliance will be in the Offer Documents. The acquirers held NIL shares in the target company before these transactions.

Trading status of the shares

Pursuant to an NCLT Ahmedabad order dated March 26, 2026, the face value of the equity shares was reduced from Rs. 10/- to Rs. 1/- per share, reducing the paid-up share capital from ~Rs. 4.11 crore to ~Rs. 41.06 lakh, without any change in the number of shares. The shares of the company are suspended from trading due to procedural reason (reduction of capital) as on the date of this Public Announcement.

Other things to note

The offer is not conditional on any minimum level of acceptance.
The acquirers do not intend to delist the target company pursuant to this offer.
The acquirers state that they have made firm financial arrangements for financing the acquisition of the offer shares.
All acquirers other than Mahendrabhai G. Patel have given a Power of Attorney dated October 23, 2026 in his favour for all matters relating to this open offer.
The Detailed Public Statement is to be published within 5 working days of this announcement, i.e. on or before October 30, 2026.

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