Money Masters plans ₹3.3484139 crore issue to shift control

Money Masters Leasing & Finance Ltd has proposed a ₹3.3484139 crore preferential issue of 3,34,84,139 shares at ₹1 each that, alongside a 13 November 2026 agreement to buy 3,47,87,740 existing shares, is expected to transfer control to Chinkita R. Agarwal and Naina Saideep Agarwal with an illustrated 51.00% holding.

How would the preferential issue change control at Money Masters?

Money Masters says the proposed allotment may change control from the existing promoters to Chinkita R. Agarwal and Naina Saideep Agarwal, who are currently classified as non-promoters. Its board approved the proposal on 13 November 2026, subject to approvals, and has sought shareholder consent through a special resolution under the Companies Act, 2013 and Securities and Exchange Board of India regulations.

The two proposed allottees have also entered into a share purchase agreement, or SPA, dated 13 November 2026 with existing promoters to acquire up to 3,47,87,740 equity shares, subject to conditions precedent. Money Masters says the transaction has triggered a mandatory open offer under the SEBI Substantial Acquisition of Shares and Takeovers Regulations. Subject to takeover and listing-rule compliance, the allottees and persons acting in concert, or PAC, are proposed to become promoters, while existing promoters may be reclassified as public shareholders.

The company’s illustrated outcome gives Chinkita R. Agarwal 4,88,61,246 shares, or 36.50%, after receiving 1,64,89,251 new shares and buying 3,23,71,995 shares under the SPA. Naina Saideep Agarwal would hold 1,94,10,633 shares, or 14.50%, after an allotment of 1,69,94,888 shares and an SPA purchase of 24,15,745 shares. Together, their stated holding is 51.00%.

What are the terms and pricing of the Money Masters issue?

Money Masters proposes to issue up to 3,34,84,139 fully paid equity shares with a face value of ₹1 each at an issue price of ₹1 each, for cash proceeds of up to ₹3.3484139 crore. The company says the consideration must be paid in full at subscription, and it has not made any preferential allotment during the year.

The issue would increase outstanding shares from 10,03,82,290 as of 13 November 2026 to 13,38,66,429 after allotment, an addition of 3,34,84,139 shares. That is a 33.36% increase from the pre-issue share count. The company’s pre- and post-issue pattern shows promoter and promoter-group ownership rising from 34.66% to 51.00%, while public shareholding falls from 65.34% to 49.00%, based on the proposed transaction assumptions.

The relevant date for the issue price was 13 November 2026. Money Masters disclosed a 90-trading-day volume-weighted average price, or VWAP, of ₹0.69 and a 10-trading-day VWAP of ₹0.73 on BSE Limited before that date. It says the ₹1 price reflects the rule that shares cannot be issued below face value. Since the allotment exceeds 5% of post-issue fully diluted capital and may change control, the company obtained a valuation certificate from registered valuer Nitish Chaturvedi.

How does Money Masters plan to use the ₹3.3484139 crore proceeds?

Money Masters plans to use 80% of gross proceeds, about ₹2.67 crore, for onward lending purposes and working capital, and 20%, about ₹0.67 crore, for general corporate purposes. It has stated a utilisation timetable of within 12 months from receipt of funds for both categories, while noting that allocations may deviate by up to 10% depending on future circumstances.

The onward-lending allocation may fund asset finance, hire-purchase finance, consumer finance, micro, small and medium enterprises, or MSMEs, corporate deposits and lending, and long-term secured mortgage-backed loans. The filing does not specify a fixed allocation among these uses; it says the board will decide the proportion and manner of deployment in accordance with applicable law.

Management says that after the proposed issue, Money Masters intends to focus on secured asset financing and MSME segments, while continuing the run-down of legacy loans through collections and seeking to improve asset quality and provisioning. Its stated plan also covers affordable housing loans, mid-market mortgage solutions, co-lending and direct-assignment arrangements with partner banks, and technology and artificial-intelligence deployment from digital lead generation through know-your-customer, underwriting, sanction and disbursal processes.

Pending deployment, Money Masters says it may invest proceeds in money-market instruments, money-market mutual funds, scheduled commercial bank deposits, Government of India securities or other investments permitted by law. The company’s disclosed flexibility applies to the ₹3.3484139 crore proceeds until the planned lending, working-capital and corporate-purpose uses are completed.

What approvals, timing and lock-ins apply to Money Masters shares?

Money Masters requires shareholder approval through a special resolution before making the preferential allotment. Under the disclosed timetable, allotment must be completed within 15 days of shareholders passing the resolution, or within 15 days of a pending regulatory approval or permission being received if that approval delays completion.

The proposed shares would be locked in for six months from trading approval under Regulation 167(2) of the SEBI Issue of Capital and Disclosure Requirements Regulations. Any pre-preferential holding of the allottees would be locked from the relevant date until 90 trading days after trading approval. The filing also permits an additional lock-in period if mutually agreed by Money Masters and the allottees.

A committee of three independent directors, Javid Husain Parkar, Vishal Suresh Agarwal and Vikrant Prabhakar Ponkshe, considered the proposal on 13 November 2026. All three assented. The committee said it considered the ₹1 issue price and independent valuation certificate, and concluded that the price and proposed allotment were fair and reasonable.

Money Masters says it will apply to BSE for listing of the new shares, which would rank equally with existing equity shares for dividend and voting rights once allotted. It also states that there are no outstanding dues payable to SEBI, stock exchanges or depositories, and that no current promoter, director, key managerial personnel or senior manager intends to subscribe to the issue.

Conclusion

Money Masters has proposed a ₹3.3484139 crore cash issue that would add 3,34,84,139 shares and operate alongside the SPA for up to 3,47,87,740 existing promoter shares. The filing’s illustrated structure would place 51.00% with Chinkita R. Agarwal and Naina Saideep Agarwal, making the preferential issue part of a proposed change in promoter control rather than only a capital raise.

Next, shareholders must vote on the special resolution, the SPA conditions precedent must be met, and the mandatory open-offer and regulatory processes must proceed. If allotment occurs, Money Masters plans to deploy about ₹2.67 crore toward lending and working capital and about ₹0.67 crore for general corporate purposes within 12 months of receiving the funds.