Charms Industries Limited

PUBLIC ANNOUNCEMENT UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATIONS 13, 14 AND 15(1) AND OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED THEREOF.

FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF CHARMS INDUSTRIES LIMITED

Registered Office: 108-B/109, Sampada Building, Mithakhali Six Roads, Opp. Hare Krishna Complex, B/H Kiran Motors, Ahmedabad, Gujarat – 380 009 Tel. No. +91 98980 01020; E-mail: charmsltd@yahoo.com ; Website: www.charmsindustries.com

CIN: L72900GJ1992PLC017494 OPEN OFFER FOR ACQUISITION OF UP TO 7,437,586 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 1/- (RUPEE ONE ONLY) EACH (“OFFER SHARES”) REPRESENTING 26.00% OF THE EMERGING VOTING SHARE CAPITAL (AS DEFINED BELOW) OF CHARMS INDUSTRIES LIMITED (“TARGET COMPANY”), FROM PUBLIC SHAREHOLDERS (AS DEFINED BELOW) AT AN OFFER PRICE OF ₹ 2/- (RUPEES TWO ONLY), PAYABLE IN CASH, BY MR. MAHENDRABHAI G. PATEL (“ACQUIRER-1”), MR. MUNJAL MAHENDRABHAI PATEL (“ACQUIRER-2”), MR. SANJAYKUMAR RAMESHBHAI PATEL (“ACQUIRER-3”) AND MR. RAKESH RAMESH CHANDRA PATEL (‘AC- QUIRER-4’) (COLLECTIVELY REFERRED TO AS THE “ACQUIRERS”) PURSUANT TO AND IN COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUB-STANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (“SEBI (SAST) REGULATIONS, 2011”) (“OFFER” OR “OPEN OFFER”).

This Public Announcement (“PA”) is being issued by Kunvarji Finstock Private Limited the Manager to the Open Offer for and on behalf of the Acquirers to the Public Shareholders of the Target Company pursuant to and in compliance with, amongst others, Regulations 3(1) and 4 read with Regulations 13, 14 and 15(1), and other applicable regulations of the SEBI (SAST) Regulations, 2011.

Definitions and Abbreviations:

For the purposes of this PA, the following term shall have the meanings assigned to them below: “Acquirers” means Mr. Mahendrabhai G. Patel, Mr. Munjal Mahendrabhai Patel, Mr. Sanjaykumar Rameshbhai Patel, and Mr. Rakesh Ramesh Chandra Patel.

“BSE” is the abbreviation for BSE Limited. “Board of Directors” means the Board of Directors of the Target Company. “Board Meeting” Meeting of the board of directors of the Target Company held on October 23, 2026, to consider preferential allotment of Equity Shares and Convertible Warrants.

“CIN” is the abbreviation for the term Corporate Identification Number issued under the provisions of the Compa- nies Act, 1956, and the rules made thereunder. “DIN” is the abbreviation for the term Director Identification Number issued and allotted under the companies Act 1956/ 2013, and the rules made thereunder.

“Equity Shares” means paid-up Equity Shares of the Target Company of Face Value ₹ 1/- (Rupee One Only) each. “Emerging Voting Share Capital” shall mean 28,606,100 Equity Shares having Face Value of ₹1/- each of the Target Company on a fully diluted basis as of the tenth (10th) working day from the closure of the Tendering Peri- od. This comprises of (i) Existing Voting Share Capital of the Target Company, i.e., 4,106,100 Equity Shares; and

(ii) 24,500,000 Equity Shares proposed to be allotted to the Acquirers and other persons in the Preferential Issue by the Target Company. Further, the 125,500,000 convertible warrants proposed to be allotted by the Target Company to the Acquirers and other persons, of which the Acquirers propose to acquire 91,500,000 warrants, do not form part of the Emerging Voting Share Capital of the Target Company, as these warrants can be exercised at any time after completion of six (6) months from the completion of the Offer and prior to the expiry of eighteen (18) months from the date of their allotment. Accordingly, the said 125,500,000 warrants, each convertible into one Equity Share upon exercise, shall not be considered part of the total share capital of the Target Company as on the tenth working day from the closure of the Tendering Period.

Page 1 of 7“Identified Date” means the date falling on the 10th Working Day prior to the commencement of the Tendering Period for the Offer to determine the Public Shareholders to whom the Letter of Offer shall be sent. It is clarified that all the Public Shareholders (registered or unregistered) who own Equity Shares are eligible to participate in this Offer at any time before the expiry of the Tendering Period.

“ISIN” is the abbreviation for International Securities Identification Number. “Offer” means an Open Offer being made by the Acquirers for acquisition of up to 7,437,586 Equity Shares repre- senting 26.00% of the Emerging Voting Share Capital of the Target Company, at an Offer Price of ₹ 2/- (Rupees Two Only) each per Offer Share, to the Public Shareholders of the Target Company, payable in cash, assuming full acceptance aggregating to a maximum consideration of an amount of ₹ 1,48,75,172/- (Rupees One Crore Forty Eight Lakhs Seventy Five Thousand One Hundred Seventy Two Only) that will be Offered to the Public Share- holders who validly tender their Offer shares in the Offer.

“Offer Documents” means this Public Announcement, and the Detailed Public Statement, Draft Letter of Offer, Letter of Offer, Recommendation of the Committee of the Independent Directors of the Company, Pre-Offer Cum Corrigendum to Detailed Public Statement, and Post Offer Public Announcement, and any other notices, adver- tisements, and corrigendum issued by or on behalf of the Manager.

“Offer Period” means period from the date on which the Public Announcement was issued by the Acquirers and the date on which the payment of consideration to the Public Shareholders whose Equity Shares are validly accept- ed in this Offer, is made, or the date on which this Offer is withdrawn, as the case may be.

“PAN” is the abbreviation for Permanent Account Number allotted under the Income Tax Act, 1961. "Preferential Allotment"/"Preferential Issue" shall mean the proposed issue and allotment by the Target Compa- ny of an aggregate of 24,500,000 (Two Crore Forty Five Lakh) Equity Shares and 125,500,000 (Twelve Crore Fif- ty-Five Lakh) Convertible Warrants, each having a face value of ₹1/- (Rupee One only), to the proposed allottees, being the Acquirers and non-promoters, for cash consideration at a price of ₹2/- (Rupees Two only) per Equity Share and ₹2/- (Rupees Two only) per Convertible Warrant, on a preferential basis, of which 20,000,000 (Two Crore) Equity Shares are proposed to be allotted to the Acquirers and 91,500,000 (Nine Crore Fifteen Lakh) Con- vertible Warrants are proposed to be issued to the Acquirers, with each Convertible Warrant being convertible into one (1) Equity Share of the Target Company, provided that the Preferential Issue was approved by the Board of Directors of the Target Company at its meeting held on October 23, 2026, and is subject to approval by the share- holders of the Target Company and receipt of any other necessary regulatory approvals.

“Public Announcement” means the Public Announcement, issued in accordance and compliance with the provi- sions of Regulation 3(1) and 4 read with Regulations 13(1), 14, and 15(1) of the SEBI (SAST) Regulations, 2011.

“Promoters and Promoter Group” refers to the existing promoters and members of the promoter group of the Tar- get Company, in accordance with the provisions of Regulations 2(1)(s) and 2(1)(t) of the SEBI (SAST) Regula- tions, 2011, read with Regulations 2(1)(oo) and 2(1)(pp) of the SEBI (ICDR) Regulations, 2018.

“Promoter Sellers / Sellers / Selling Shareholders” refers to the existing promoters of the Target Company namely Shivkumar Raghunandan Chauhan and Nehalben Shivkumar Chauhan. “Public Shareholders” means all the Equity Shareholders of the Target Company excluding (i) the Promoters and members of the Promoter Group of the Target Company; (ii) the Acquirers and (iii) The allottees in the preferential issue (iv) the Parties to the SPA (v) any person deemed to be acting in concert ("Deemed PAC") with the parties set out in (i), (ii) and (iii) herein, pursuant to and in compliance with the SEBI (SAST) Regulations, 2011.

“SCRR” means Securities Contract (Regulation) Rules, 1957, as amended. “SEBI” means Securities and Exchange Board of India. “SEBI (ICDR) Regulations, 2018” means Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and subsequent amendment thereto.

“SEBI (LODR) Regulations, 2015” means Securities and Exchange Board of India (Listing Obligations and Dis- closure Requirements) Regulations, 2015 and subsequent amendment thereto. “SEBI (SAST) Regulations, 2011” means Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendment thereto.

Page 2 of 7“SPA” means Share Purchase Agreement executed on October 23, 2026, executed between Acquirers and Sellers for acquiring 10,00,463 (Ten Lakh Four Hundred Sixty Three) Equity Shares carrying voting rights representing

24.37% of the existing paid-up Equity Share Capital of the Target Company from the Sellers at an agreed price of ₹ 2/- (Rupees Two Only) per Equity share aggregating to ₹ 20,00,926/- (Rupees Twenty Lakh Nine Hundred Twenty Six Only).

“Underlying Transactions” means, collectively, (i) the acquisition by the Acquirers of 10,00,463 Equity Shares from the Sellers pursuant to the share purchase agreement dated October 23, 2026; and (ii) the proposed acquisition by the Acquirers, by way of preferential allotment by the Target Company, of 20,000,000 Equity Shares and 91,500,000 convertible warrants. The Convertible Warrants have not been included in the Emerging Voting Share Capital of the Target Company, as they are convertible into Equity Shares only after the expiry of six (6) months from the completion of the Offer and prior to the expiry of eighteen (18) months from the date of their allotment.

Details of the Convertible Warrants have nevertheless been disclosed, as their proposed preferential allotment con- stitutes a related and simultaneous transaction forming part of the Acquirers’ overall acquisition strategy.

“Tendering Period” has the meaning ascribed to it under the SEBI (SAST) Regulations, 2011. “Working Day” means any working day of the Securities and Exchange Board of India.

1. Offer Details  Offer Size: Up to 7,437,586 Offer Shares, representing 26.00% of the Emerging Voting Share Capital of the Target Company, subject to the terms and conditions specified in this Public Announcement, and the Offer Documents, that are proposed to be issued in accordance with the SEBI (SAST) Regulations, 2011.

 Offer Price: The Open Offer is made at a Price of ₹ 2/- (Rupees Two Only) per Offer Share (“Offer Price”). The Equity Shares of the Target Company are not frequently traded within the meaning of Regula- tion 2(1)(j) of the SEBI (SAST) Regulations, 2011. The Offer Price has been determined in accordance with the provisions of Regulation 8(1) and 8(2) of the SEBI (SAST) Regulations, 2011. Assuming full acceptance under this Open Offer, the aggregate consideration payable to the Public Shareholders in accordance with the SEBI (SAST) Regulations, 2011 will be ₹ 1,48,75,172/- (Rupees One Crore Forty-Eight Lakhs Seventy-Five Thousand One Hundred Seventy-Two Only).

 Mode of payment: The Offer Price of ₹ 2/- (Rupees Two Only) per Offer Share will be paid in cash by the Acquirers in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations, 2011 in accordance with the terms and conditions mentioned in this Public Announcement and to be set out in the Offer Documents proposed to be issued in accordance with the SEBI (SAST) Regulations, 2011;

 Type of Offer (Triggered Offer / Voluntary Offer / Competing Offer): This Open Offer is a mandatory Offer made by the Acquirers in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011, pursuant to acquisition of substantial voting rights and control of the Target Company.

As on the date of this PA, there are no Persons Acting In Concert (PAC) with the Acquirers, and the Acquir- ers do not hold any Equity Shares of the Target Company.

2. Transaction which has triggered the Offer obligations (“Underlying Transaction”) This Open Offer is being made pursuant to the Underlying Transactions, which have triggered the Offer obliga- tions under the applicable SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, and collectively

mean: (i) the acquisition by the Acquirers of 10,00,463 Equity Shares from the Sellers pursuant to the share pur- chase agreement dated October 23, 2026; and (ii) the proposed acquisition by the Acquirers, by way of preferen- tial allotment by the Target Company, of 20,000,000 Equity Shares, as proposed by the Board of Directors of the Target Company in their meeting held on October 23, 2026, subject to approval of the shareholders and oth- er regulatory authorities. These Underlying Transactions, upon consummation, would result in the Acquirers acquiring shares/voting rights in the Target Company in excess of the threshold prescribed under the Takeover Regulations, thereby triggering the obligation to make this Open Offer.

Details of the Underlying Transaction Type of Mode of Transaction Shares / Voting rights ac- Total Consid- Mode of Regulation Transac- (Agreement/ Allot- quired/ proposed to be ac- eration for payment which has Trig- tion (di- ment/ market pur- quired Shares / Voting (Cash/ Secu- gered Page 3 of 7rect/ chase) % of Total Rights acquired rities) indirect) Number Emerging Voting (Rs.) share capital Share Purchase Agree- ment dated October 23, 10,00,463 3.50% 20,00,926/- 2026 Proposed Preferential Regulations 3(1) Direct Ac-Allotment of Equity 20,000,000 69.91% 40,000,000/- & 4 of SEBI Cash quisition Shares (SAST) Regula- tions, 2011 Proposed Preferential Allotment of Converti-125,500,000 - 2,510,00,000/- ble Warrants

Note: The difference, if there is any, in the percentage is due to rounding off. Further, the preferential allotment of convertible warrants does not form part of the Emerging Voting Share Capital of the Target Company as on the tenth working day from the closure of the Tendering Period, since the Convertible Warrants are convertible into Equity Shares only after the expiry of six (6) months from the completion of the Offer and prior to the expi- ry of eighteen (18) months from the date of their allotment. However, the same has been disclosed as it consti- tutes a related and simultaneous transaction forming part of the overall acquisition strategy.

3. Acquirers Details Acquirer-1 Acquirer-2 Acquirer-3 Acquirer-4 Total Mahendrabhai Munjal Sanjaykumar Rakesh - Name of Acquirers / G. Patel Mahendrabhai Patel Rameshbhai Ramesh PAC(s) Patel Chandra Patel 20-21, Kalhar Exotica, NR. Divine 01, Shantanu Bungalows, B/H - Address Bungalow, Science city road, sola, Rajpath Club, Bodakdev, Ahmed- Ahmedabad, Gujarat-380060, India abad, Gujarat - 380054, India PAN ABIPP9463H AFXPP7705F AHMPP4220G AQCPP1410H - Name(s) of persons in con- Not Applicable - trol / promoters of Acquir- er / PAC where Acquirer / PAC are companies Name of the Group, if any, Not Applicable - to which the Acquirers be- longs to No. of Equity Pre- NIL NIL NIL NIL - Shares transaction % of Emerg- Sharehold- ing Voting NIL NIL NIL NIL - ing Capital Proposed shareholding after the No. of Equity acquisition Shares 52,50,118 52,50,115 52,50,115 52,50,115 2,10,00,463 of shares which Trig- gered the Open Offer pursuant to SPA and % of Emerg- preferential ing Voting 18.35 18.35 18.35 18.35 73.41 issue of Eq- Capital uity Shares (i.e., assum- ing full ac- Page 4 of 7Details Acquirer-1 Acquirer-2 Acquirer-3 Acquirer-4 Total ceptance of Open Offer) # As of the date, except for being parties to the Share Purchase Agreement, the Ac- Any other interest in the quirers don’t hold any interest or maintain any relationship in or with Target Compa- Target Company ny * All the Acquirers other than Acquirer-1, as mentioned above, have given Power of Attorney dated October 23, 2026, to Mr. Mahendrabhai G. Patel ("Acquirer-1") in respect of all matters relating to this Open Offer.

Acquirer-2 is the son of Acquirer-1 and Acquirer-3 is the brother of Acquirer-4. # Under Regulation 38 of the SEBI (LODR) Regulations, 2015 read with Rule 19A of the SCRR, the Target Company is required to maintain at least 25% public shareholding on a continuous basis, subject to applicable law. Assuming full acceptance of the Offer and completion of the Underlying Transactions, the Acquirers would hold an aggregate of 2,84,38,049 Equity Shares (99.41% of the Emerging Voting Share Capital) and the resid- ual public shareholding would be 1,68,051 Equity Shares (0.59%). Accordingly, public shareholding would fall below the minimum public shareholding requirement. 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 de- tailed manner of compliance will be disclosed in the Offer Documents, in accordance with applicable law.

4. Details of Selling Shareholders Sr. Name of Selling Nature of Address Nature Part of Details of Equity Shares/ Voting No. Shareholders entity of Promoter/ Rights held by the Selling Share- Shares Promoter holders Group Pre Transaction Post Transaction (Yes/No) No. of % No. of % Equity Equity Shares Shares

1. Shivkumar Individual A/8, Riddhi Siddhi Equity Yes 9,68,540 23.59 NIL NIL Raghunandan Bunglows, Near Shares Chauhan Ramdevnagar,

2. Nehalben Shiv- Cross Road Satel- Yes 31,923 0.78 NIL NIL kumar Chauhan lite, Ahmedabad, Gujarat – 380 015, India Upon completion of the acquisition of the Sale Shares in accordance with the SPA, the Sellers shall have trans- ferred all of their respective Sale Shares to the Acquirers and shall cease to hold any Equity Shares in, or exer- cise control over, the Target Company. The transfer of control and management of the Target Company to the Acquirers is contemplated under the SPA. Any reclassification of the Sellers from the promoter/promoter group category to the public category shall be undertaken, where applicable, in accordance with Regulation 31A of the SEBI (LODR) Regulations, 2015, as amended, and shall be subject to the fulfilment of the applicable condi- tions and completion of the prescribed procedure. Out of 31,923 Equity Shares, 4,840 Equity Shares are held in physical form by Nehalben Shivkumar Chauhan.

5. Target Company Name Charms Industries Limited Corporate Identification Num- L72900GJ1992PLC017494 ber Registered Office Address 108-B/109, Sampada Building, Mithakhali Six Roads, Opp. Hare Krishna Complex, B/H Kiran Motors, Ahmedabad, Gujarat – 380 009 Email IDs charmsltd@yahoo.com Stock Exchanges where listed BSE Limited Scrip Symbol & Code Scrip Symbol: CHARMS and Scrip Code: 531327 International Securities Identi- INE442C01012 (OLD-Suspended) fication Number (ISIN) INE442C01020 (NEW) and Temp ISIN - IN8442C01029 Page 5 of 7Any Other details Pursuant to the NCLT Ahmedabad Order dated March 26, 2026, the face val- ue of the Equity Shares of Charms Industries Limited was reduced from ₹10/- to ₹1/- per share, thereby reducing the paid-up share capital from ₹4,10,61,000/- to ₹41,06,100/-, without any change in the number of shares.

To affect the capital reduction pursuant to NCLT Order, the Company fixed May 20, 2026 as Record Date. The Company has received the Listing Ap- proval from BSE of 41,06,100 Equity shares of ₹1/- each issued bearing dis- tinctive no 1 to 4106100 pursuant to the Scheme for Reduction of Share Capi- tal vide its’ letter dated August 14, 2026. The Target Company applied for necessary corporate action to NSDL and CDSL and being allotted a new ISIN INE442C01020. The necessary corporate action to credit the new equity shares of ₹1/- each is in process. Further, the Shares of the Company are sus- pended from trading due to procedural reason (reduction of capital) as on date of this Public Announcement.

6. Other Details  This PA is made in compliance with Regulation 13(1) of the SEBI (SAST) Regulations, 2011.  The Acquirers are making Offer under Regulation 3(1) and 4 of the SEBI (SAST) Regulations, 2011.

 The Acquirers does not have an intention to delist the Target Company pursuant to this Offer.  The Detailed Public Statement to be issued pursuant to this Public Announcement in accordance with Regu- lations 13(4), 14(3), and 15(2) and other applicable regulations of the SEBI (SAST) Regulations, 2011 shall be published in newspapers, within 5 Working Days of this Public Announcement, i.e., on or before October 30, 2026. This Public Announcement is made in compliance with Regulations 13(1) of the SEBI (SAST) Regulations, 2011. The Acquirers accept full responsibility for the information contained in this Public An- nouncement. The Detailed Public Statement shall, inter alia, contain details of the Offer including the de- tailed information of the Offer Price, the Acquirers, the Target Company, background to the Offer, statutory approvals required for this Offer, details of financial arrangements, and such other terms and conditions as applicable to this offer. The Detailed Public Statement will be published, as required by Regulation 14(3) of the SEBI (SAST) Regulations, 2011, in all editions of any one English national daily newspaper with wide circulation, any one Hindi national daily newspaper with wide circulation, any one regional language daily newspaper with wide circulation at the place where the Registered Office of the Target Company is situated, and any one regional language daily newspaper at the place of the Stock Exchange where the maximum vol- ume of trading in the Equity Shares was recorded during the 60 trading days preceding the date of this Public Announcement.

 The Acquirers undertake that they are fully aware of and shall comply with their obligations under the SEBI

(SAST) Regulations, 2011 and have adequate financial resources to meet their obligations under this Offer.

The Acquirers have made firm financial arrangements for financing the acquisition of the Offer Shares, in terms of Regulation 25(1) of the SEBI (SAST) Regulations, 2011.  The Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI

(SAST) Regulations, 2011.  This Offer is not being issued pursuant to a Competing Offer in terms of Regulation 20 of the SEBI (SAST) Regulations, 2011.  The information pertaining to Target Company contained in this Public Announcement has been compiled from the information published or publicly available sources or provided by the Target Company. Accord- ingly, the accuracy of the information has not been independently verified by the Manager to the Offer.

 In this PA, all references to “Re.”, “Rs.” & ‘₹’ are references to the Indian Rupee(s).

Page 6 of 7ISSUED ON BEHALF OF ACQUIRERS BY MANAGER TO THE OFFER

Name : Kunvarji Finstock Private Limited

Registered : Block B, First Floor, Siddhi Vinayak Towers, Off S. G.

Office Address Highway Road, Mouje Makarba, Ahmedabad, Gujarat –

380051.

Contact No. : +91 79 6666 9000 Website www.kunvarji.com/merchant-banking/ SEBI Reg. No. INM000012564

Contact Person : Mr. Devesh Khandelwal

Email Id Investor : m b @ k unvarji.com

Grievance ID : mb.investorgrievances@kunvarji.com For and on behalf of the Acquirers ________________________________ Mahendrabhai G. Patel (Acquirer-1)

Date: October 23, 2026

Place: Ahmedabad Page 7 of 7