Money Masters Acquirers Target 51% Control Through Deal

Money Masters Leasing & Finance Limited is proposed to move to Agarwal-family control through a 34.66% promoter-share purchase and a 25.01% preferential issue that would give the acquirers and their person acting in concert 51.00% of expanded voting capital, subject to Reserve Bank of India and shareholder approvals.

How will Money Masters change control?

Money Masters will change control through two transactions approved or agreed on November 13, 2026: a share purchase agreement for 3,47,87,740 shares from the existing promoters and a preferential issue of up to 3,34,84,139 shares to the two acquirers. The public announcement says the transactions would trigger an open offer under Regulations 3(1) and 4 of the Securities and Exchange Board of India takeover regulations.

The promoter-share purchase is 34.66% of the existing voting share capital of 10,03,82,290 shares. After the proposed issue increases the capital to 13,38,66,429 shares, that block would equal 25.99% of expanded voting capital, while the newly issued shares would equal 25.01%. The two portions together account for 51.00% of the expanded base.

Ms. Chinkita R Agarwal and Mrs. Naina Saideep Agarwal are the named acquirers, while Mr. Saideep Agarwal is the person acting in concert, or PAC. Before the transaction, the acquirers held no shares and the PAC held 5,400 shares, or 0.005%; following the underlying transactions, their combined holding is stated as 6,82,77,279 shares, or 51.00%.

How does the Money Masters debt settlement work?

Money Masters said the sellers had availed a loan facility of Rs 3.60 crore from the acquirers. Under the November 13, 2026 agreement, the sale consideration of Rs 3.48 crore for the promoter shares will be adjusted against those outstanding dues, leaving Rs 12.12 lakh, together with interest, payable.

The announcement characterises the arrangement as a consensual settlement agreed after the dues became payable. It says the deal is not an exercise of appropriation rights under the loan documents, existing pledges or the non-disposal undertaking, or NDU; the shares being transferred include pledged shares and promoter shares covered by the NDU.

The parties may complete the share purchase agreement in one or more tranches, subject to written agreement on the number of shares, transfer mode and allocation of aggregate consideration. Completion is also subject to conditions precedent, including required statutory approvals, meaning the 34.66% transfer is agreed but not presented as completed on November 13, 2026.

Which promoters are exiting Money Masters?

Money Masters’ three existing promoters are proposed to sell their entire combined 3,47,87,740-share holding, or 34.66%, under the share purchase agreement. Their post-transaction holding is stated as nil, and the announcement says they will relinquish control and management in favour of the acquirers upon completion.

Mr. Hozef Abdulhusain Darukhanawala is selling 2,84,37,120 shares, representing 28.33% of existing voting capital. Ms. Zainab H Darukhanawala is selling 8,09,370 shares, or 0.81%, while Mrs. Durriya Hozef Darukhanawala is selling 55,41,250 shares, or 5.52%; these stakes total the 34.66% promoter block.

The announcement says the sellers and the existing promoter group are expected to be reclassified as public shareholders after the underlying transaction is consummated, subject to Regulation 31A of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015. It also states that the sellers and promoter group do not belong to the same promoter group as the acquirers and PAC.

What will the Money Masters preferential issue change?

Money Masters’ board authorised a preferential issue of up to 3,34,84,139 equity shares on November 13, 2026. The issue would expand voting capital by 3,34,84,139 shares, from 10,03,82,290 existing shares to 13,38,66,429 shares, making the issue 25.01% of the expanded voting share capital.

Ms. Chinkita R Agarwal is proposed to receive 1,64,89,251 preferential shares, while Mrs. Naina Saideep Agarwal is proposed to receive 1,69,94,888 shares. After the share purchase and preferential allotment, the announcement shows the first acquirer with 36.50% of expanded capital and the second with 14.50%.

The preferential issue requires shareholder approval, with member consent being sought through a postal-ballot notice. The announcement says the issue is proposed under Sections 62 and 42 of the Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018, as well as applicable statutory approvals.

What open offer will Money Masters shareholders receive?

Money Masters public shareholders are being offered up to 3,48,05,272 shares, equal to 26.00% of expanded voting capital, at Rs 1 per share payable in cash. If fully accepted, the offer would require maximum consideration of Rs 3.48 crore, according to the November 13, 2026 public announcement.

The offer is a triggered open offer, rather than a voluntary or competing offer, and is not conditional on a minimum acceptance level. The announcement states that the shares are frequently traded for takeover-regulation purposes and that the Rs 1 offer price was determined in accordance with Regulation 8(2) of the takeover regulations.

The tendering period will run for 10 working days, although its dates are to be disclosed in the letter of offer. The acquirers state they have adequate financial resources and firm financial arrangements for the offer; if acceptances take their non-public holding beyond the applicable limit, they state they will reduce it within the permitted period.

Which approvals and deadlines matter for Money Masters?

Money Masters requires prior written approval from the Reserve Bank of India, or RBI, because it is a registered non-banking finance company, or NBFC. The stated approval covers the change in control, acquisition of more than 26.00% of shareholding and a change in more than 30.00% of directors, excluding independent directors, followed by the applicable public-notice period unless waived by the RBI.

The share purchase agreement, preferential issue and open offer remain subject to the stated conditions and approvals. The announcement also identifies potential no-action relief or exemptions, if applicable, to permit United States holders to participate without breaching relevant United States securities law requirements.

The detailed public statement was scheduled for publication on or before November 20, 2026, within five working days of the public announcement. It is expected to provide further details on the offer price, statutory approvals, financial arrangements, share purchase agreement conditions and other offer terms, while the later letter of offer will disclose the tendering schedule.

Conclusion

Money Masters’ proposed control change combines a full promoter exit, a Rs 3.60 crore debt settlement mechanism and a cash preferential allotment. The outgoing promoters would move from 34.66% to nil, while the two acquirers and PAC would hold 51.00% of expanded voting capital if the share transfer and preferential issue are completed.

The next disclosed milestones are publication of the detailed public statement by November 20, 2026, the postal-ballot approval for the preferential issue and RBI approval for the NBFC control change. The acquirers and PAC state that they do not intend to delist Money Masters, while completion remains subject to the share purchase agreement’s conditions precedent and required approvals.