Corporate Professionals Capital Pvt. Ltd. ("Manager to the Offer") has submitted to BSE a copy of Public Announcement under Regulation 3(1) and Regulation 4 read with Regulation 15 (1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendment thereto for the attention of public shareholders of Comrade Appliances Ltd ("Target Company").

PUBLIC ANNOUNCEMENT UNDER REGULATION 3(1) AND REGULATION 4 READ WITH REGULATION 15 (1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT THERETO FOR THE ATTENTION OF PUBLIC SHAREHOLDERS OF COMRADE APPLIANCES LIMITED OPEN OFFER (‘OFFER’) FOR ACQUISITION OF UPTO 26,46,487 EQUITY SHARES OF FACE VALUE OF INR 10.00 (‘EQUITY SHARE’) REPRESENTING 26.00% OF THE EXPANDED SHARE CAPITAL OF COMRADE APPLIANCES LIMITED (HEREINAFTER REFERRED AS ‘CAL’ /’TC’/ ‘TARGET COMPANY’) FROM THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY BY OMNIA APPLIANCES PRIVATE LIMITED (‘ACQUIRER 1’), GRAPHIC PROMOTERS AND DEVELOPERS PRIVATE LIMITED (‘ACQUIRER 2’), AMAIRA ESTATE ADVISORS LLP (‘ACQUIRER 3’) AND MLJ AETERNUM LLP (‘ACQUIRER 4’) (HEREINAFTER COLLECTIVELY REFERRED TO AS ‘ACQUIRERS’) This Public Announcement (‘PA’ / ‘Public Announcement’) is being issued by Corporate Professionals Capital Private Limited (‘Manager to the Offer’) for and on behalf of Acquirers to the Equity Shareholders of the Target Company (‘Public Shareholders’) pursuant to, and in compliance with, Regulation 3(1) and Regulation 4 and of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (‘SEBI (SAST) Regulations’). For the purpose of this Public Announcement, the following terms have the same meanings as assigned to them below: a) ‘Acquirers’ means and includes Omnia Appliances Private Limited, Graphic Promoters and Developers Private Limited, Amaira Estate Advisors LLP and MLJ Aeternum LLP. b) ‘Equity Shares’ means the fully paid-up Equity Shares of face value of INR 10.00 (Indian Rupees Ten Only) each of the Target Company. c) ‘Expanded Share Capital’ shall means the paid-up Equity Share Capital of the Target Company post to the Preferential Issue of Equity Shares i.e. INR 10,17,87,950 (Indian Rupees Ten Crore Seventeen Lakh Eighty Seven Thousand Nine Hundred and Fifty Only) divided into 1,01,78,795 (One Crore One Lakh Seventy Eight Thousand Seven Hundred and Ninety Five) Equity Shares of INR 10 (Indian Rupees Ten Only) each. d) ‘Pre-Issue Share Capital’ means the paid-up Equity Share Capital of the Target Company prior to the Preferential Issue i.e., INR 7,77,87,950 (Indian Rupees Seven Crores Seventy Seven Lakh Eighty Seven Thousand Nine Hundred and Fifty Only) representing 77,78,795 (Seventy Seven Lakh Seventy Eight Thousand Seven Hundred and Ninety Five) equity shares of INR 10.00 each. e) ‘Preferential Issue of Equity Shares’ means the preferential issue of fully paid up 24,00,000 (Twenty Four Lakh) Equity Shares of INR 10 (Indian Rupees Ten Only) each at the issue price of INR 34/- (Indian Rupees Thirty Four Only) as approved by the Board of Directors of the Target Company at their meeting held on October 13, 2026, subject to the approval of the members and other regulatory approvals, if any. The Equity Shares are proposed to be allotted as follows: Sr. No. Particular Number of shares 1. Acquirer 1 20,00,000 2. Public category investor 4,00,000 f) ‘Promoter and Promoter Group’ means and includes the Seller (as defined below), Waheed Nizami, Khursheed Alam, Shakir Khan and Troupe Technologies Private Limited. g) ‘Public Shareholders’ shall mean all the shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, except the Acquirers, person acting in concert with the Acquirers, existing members of the promoter and promoter group of the Target Company, person acting in concert with the member of promoter and promoter group and the parties to the SPA (as defined below). h) ‘Seller’ means and includes, Mr. Mehboob Alam the current member of promoter and promoter group of the Target Company, that have entered into the SPA (as defined below) to sell 18,90,000 (Eighteen Lakh and Ninety Thousand) Equity Shares constituting 24.30 % of the Pre-Issue Share Capital of the Target Company. i) ‘SPA’ means the Share Purchase Agreement entered on October 13, 2026, by the Acquirers to collectively acquire 18,90,000 (Eighteen Lakh and Ninety Thousand) Equity Shares representing 24.30 % of the Pre-Issue Share Capital of the Target Company from the Seller at an agreed price of INR 34/- (Indian Rupees Thirty Four Only) per Equity Share aggregating to INR 6,42,60,000/- (Indian Rupees Six Crore Forty Two Lakh and Sixty Thousand Only). j) ‘Target Company’ / ‘TC’ / ‘CAL’ means Comrade Appliances Limited. 1. OFFER DETAILS 1.1. Size: 26,46,487 (Twenty Six Lakh Forty Six Thousand Four Hundred and Eighty Seven) Equity Shares representing 26.00% of the Expanded Share Capital of the Target Company subject to the terms and conditions mentioned in this Public Announcement and the Detailed Public Statement (the ‘DPS’) and the Letter of Offer (the ‘LOF’) that are proposed to be issued in accordance with the SEBI (SAST) Regulations. 1.2. Price/ Consideration: The Open Offer is made at a price of INR 35/- (Indian Rupees Thirty Five Only) for each Equity Share of Target Company. Assuming full acceptance in the Open Offer, the total consideration payable by the Acquirers under the Open Offer, at the Offer Price will be, INR 9,26,27,045/- (Indian Rupees Nine Crore Twenty Six Lakh Twenty Seven Thousand and Forty Five Only). 1.3. Mode of Payment (Cash/ Security): The Offer Price will be paid in Cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations. 1.4. Type of Offer: This Open Offer is Triggered/ Mandatory Offer made in compliance with Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations. 2. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION) 2.1. Acquirers has entered into SPA on October 13, 2026, with the Seller to acquire 18,90,000 (Eighteen Lakh and Ninety Thousand) Equity Shares representing 24.30 % of the Pre-Issue Share Capital of the Target Company from the Seller at an agreed price of INR 34/- (Indian Rupees Thirty Four Only) per Equity Share. Upon completion of the Open Offer, the Acquirers will acquire and exercise joint control of and over the Target Company and become a joint promoter along with the Seller and Other Existing Promoters of the Target Company. 2.2. Also, the Board of Directors of the Target Company in their meeting held on October 13, 2026, approved the issuance of 20,00,000 (Twenty Lakh) Equity Shares of INR 10 (Indian Rupees Ten Only) to Acquirer 1 by way of a preferential allotment at the issue price of INR 34 /- (Indian Rupees Thirty Four Only). These transactions triggered the requirement to make Open Offer under Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations. Details of Underlying Transaction Shares / Voting Regulation Total rights acquired/ proposed to be Mode of which has Type of Mode of Transaction Consideration acquired payment triggered Transac (Agreement/ Allotment/ Number % vis a vis for Shares/ (Cash/ tion Market Purchase) total Voting Rights securitie (Direct/ Equity/ (VR) acquired s) Indirect) voting (INR In Crores) Capital* Share Purchase Agreement 18,90,000 Equity 18.57 6.43 Cash Regulation 3(1) Direct (as defined in clause (i) of Shares and Regulation definitions above) 4 of SEBI (SAST) Direct Preferential Issue of Equity 20,00,000 Equity 19.65 6.80 Cash Regulations, Shares Shares 2011 (As defined in clause (e) of definitions above) *This percentage has been calculated on the basis of Expanded Share Capital of the Target Company. 3. ACQUIRERS DETAILS ACQUIRER 1 ACQUIRER 2 ACQUIRER 3 ACQUIRER 4 Total Name of Omnia Appliances Graphic Promoters and Amaira Estate MLJ Aeternum 4 Acquirers Private Limited Developers Private Advisors LLP LLP Limited Residential GF-48, Plot No. 7, TDI GF-48, Plot No. 7, TDI 10th Floor, DJ1009, 10th Floor, - Address/ Centre, Jasola, Centre, Jasola, DLF Towers B, DJ1011, DLF Registered Sukhdev Vihar, South Sukhdev Vihar, South Jasola, District Towers B, Jasola Office De [Showing first 8,000 characters — download PDF for full document]