Kunvarji Finstock Pvt. Ltd. ("Manager to the Offer") has submitted to BSE a copy of 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 Ltd ("Target Company").

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 co [Showing first 8,000 characters — download PDF for full document]