Kumbhat Financial Services Limited MD plans 47.88% stake

Kumbhat Financial Services Limited said on November 13, 2026 that Managing Director Sanjay Kumbhat plans to raise his holding to 47.88% through a preferential allotment of up to 26,11,724 shares at Rs 17.23 each, for up to Rs 4.50 crore, subject to shareholder, Reserve Bank of India and other approvals.

What is Kumbhat Financial Services proposing?

Kumbhat Financial Services is proposing a preferential issue of up to 26,11,724 fully paid equity shares to Sanjay Kumbhat for cash at Rs 17.23 per share. Its board approved the proposal on November 13, 2026 under Sections 42 and 62 of the Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India (SEBI) Issue of Capital and Disclosure Requirements Regulations, 2018.

The proposed issue has total consideration of up to Rs 4.50 crore and is a direct acquisition by the promoter and managing director. Each equity share has a face value of Rs 10, while the subscription price is Rs 17.23 per share. The filing states that the allotment remains subject to shareholder approval, prior Reserve Bank of India (RBI) approval and other regulatory approvals.

Kumbhat Financial Services had 53,28,000 equity shares before the proposed issue, representing paid-up capital of Rs 5.33 crore. After the allotment, its emerging voting share capital is expected to be 79,39,724 shares on a fully diluted basis. This enlarged share base is used in the filing to calculate the acquirer's post-issue holding and the mandatory open-offer size.

How will Sanjay Kumbhat's holding change?

Sanjay Kumbhat's holding would rise to 38,01,414 shares, or 47.88% of Kumbhat Financial Services' emerging voting share capital, from 11,89,690 shares, or 22.33% of existing voting share capital. The increase consists of the existing holding plus the proposed preferential allotment of 26,11,724 new shares.

The two ownership percentages use different share-capital bases because the 26,11,724 proposed shares would expand the outstanding capital from 53,28,000 shares to 79,39,724 shares. The filing describes the post-allotment figure as emerging voting share capital, expected as of the 10th working day after the tendering period closes.

Kumbhat Financial Services identifies Sanjay Kumbhat as a promoter and its managing director, with Director Identification Number 03077193. The filing says there are no persons acting in concert with him for the offer, although other promoter-group members and certain persons may be deemed to be acting in concert under the SEBI takeover regulations.

Why is Kumbhat Financial Services making an open offer?

Kumbhat Financial Services is making a mandatory open offer because the proposed preferential issue would give Sanjay Kumbhat 32.89% of the emerging voting share capital through the new allotment. The offer is triggered under Regulation 3(1) of the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011.

Sanjay Kumbhat has offered to acquire up to 20,64,328 shares from public shareholders at Rs 18 per share in cash. The offer shares represent 26% of the emerging voting share capital of 79,39,724 shares, and full acceptance would require total consideration of Rs 3.72 crore.

The Rs 18 open-offer price is Rs 0.77 per share above the Rs 17.23 preferential-issue price. Kumbhat Financial Services' shares are listed on BSE Limited and are described in the announcement as infrequently traded under the takeover regulations. The filing says the offer price was determined in accordance with Regulations 8(1) and 8(2).

The offer is not conditional on a minimum acceptance level and is not a competing offer. Public shareholders will receive a tendering period of 10 working days, with the dates to be set out in the letter of offer. The detailed public statement is due within five working days of November 13, 2026, or on or before November 20, 2026.

Will Kumbhat Financial Services' control or listing change?

Kumbhat Financial Services says the transaction will not change control or management because its promoters already control the company and Sanjay Kumbhat is already a promoter. The preferential allotment and open offer would therefore increase the managing director's ownership within the existing promoter-controlled structure.

Sanjay Kumbhat has stated that he has no intention to delist Kumbhat Financial Services pursuant to the offer. Its equity shares are listed on BSE under scrip code 526869, while the company is registered with the RBI as a non-deposit-taking non-banking financial company under registration number B-07.00061.

The filing states that Kumbhat Financial Services must maintain minimum public shareholding on a continuous basis under the listing rules. If public shareholding falls below the applicable level after the preferential issue and open offer, Sanjay Kumbhat undertakes to take the necessary steps within the time and manner prescribed under the SEBI takeover regulations.

Which approvals and dates should shareholders track?

Kumbhat Financial Services proposes to seek shareholder consent for the preferential issue at an extraordinary general meeting on December 10, 2026. The board's November 13, 2026 approval does not complete the transaction because the allotment also requires prior RBI approval and other regulatory approvals.

Saffron Capital Advisors Private Limited, the manager to the offer, must publish the detailed public statement by November 20, 2026. That statement is expected to provide further information on the Rs 18 offer price, statutory approvals, financial arrangements, the acquirer and the offer's terms and conditions.

The filing says Sanjay Kumbhat has confirmed adequate financial resources and firm financial arrangements for the open-offer obligation. At full acceptance, the cash obligation for 20,64,328 offer shares is Rs 3.72 crore, separate from the up to Rs 4.50 crore proposed for the preferential allotment.

The open offer covers only public shareholders, excluding the acquirer, promoters, promoter group and persons deemed to be acting in concert with them. The 10-working-day tendering period will be disclosed in the letter of offer after the detailed public statement and the approvals process advance.

Conclusion

The proposed Rs 4.50 crore preferential allotment would increase Sanjay Kumbhat's disclosed holding in Kumbhat Financial Services from 22.33% of existing voting capital to 47.88% of the enlarged capital. It has also triggered a cash open offer at Rs 18 per share for up to 26% of emerging voting share capital, while the filing says control and management will remain unchanged.

The next disclosed event is the proposed December 10, 2026 extraordinary general meeting for shareholder approval. Investors can also watch for the detailed public statement by November 20, 2026, the RBI and other regulatory decisions, and the eventual tendering dates and public-shareholding position after the offer.