Money Masters Leasing & Finance acquirers target 51% control

Money Masters Leasing & Finance Limited’s proposed acquirers would hold 51.00% of expanded voting capital through a Rs 3.48 crore promoter share purchase and a Rs 3.35 crore preferential issue approved on November 13, 2026. The share purchase would set off most of Rs 3.60 crore of promoter dues, subject to regulatory and shareholder approvals.

Why is Money Masters Leasing & Finance changing control?

Money Masters Leasing & Finance is changing control because Chinkita R. Agarwal and Naina Saideep Agarwal signed a share purchase agreement, or SPA, on November 13, 2026 to buy 3,47,87,740 shares from the existing promoters, while the board approved a proposed allotment of 3,34,84,139 further shares to them.

The SPA shares represent 34.66% of existing voting capital, but 25.99% of expanded voting capital after the new issue. The preferential shares represent 25.01% of expanded capital, taking the acquirers and Saideep Agarwal, the person acting in concert, or PAC, to a disclosed 51.00% holding of 6,82,77,279 shares.

The existing voting capital of 10,03,82,290 shares would expand to 13,38,66,429 shares following the proposed preferential issue. Chinkita R. Agarwal would hold 36.50% of the expanded capital and Naina Saideep Agarwal 14.50%, while the PAC’s pre-existing 5,400 shares are included in the disclosed 51.00% total.

How will Money Masters Leasing & Finance settle promoter debt?

Money Masters Leasing & Finance’s SPA is a consensual settlement of debt that had become due, under which the Rs 3.48 crore sale amount will be adjusted against Rs 3.60 crore of outstanding dues owed by the sellers to the acquirers. The remaining balance is Rs 12.12 lakh, plus interest payable.

The filing says the sellers agreed without compulsion to transfer shares covered by existing pledges and a non-disposal undertaking, or NDU. It also specifies that the arrangement is not an exercise of appropriation rights under the loan documents, pledges or NDU, and that the SPA may close in one or more tranches.

The three selling promoters would transfer their entire combined 34.66% holding and would have nil shares after the transaction. Hozef Abdulhusain Darukhanawala would transfer 2,84,37,120 shares, Zainab H Darukhanawala 8,09,370 shares and Durriya Hozef Darukhanawala 55,41,250 shares.

The sellers and the existing promoter group are expected to relinquish control and management on completion and be reclassified as public shareholders under Regulation 31A of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015. The filing states that they will not belong to the same promoter group as the acquirers and PAC after closing.

What does the Money Masters Leasing & Finance preferential issue involve?

Money Masters Leasing & Finance’s board authorised the preferential issue of up to 3,34,84,139 shares at Rs 1 each on November 13, 2026, for total consideration of Rs 3.35 crore. The issue is proposed under Sections 42 and 62 of the Companies Act, 2013 and Chapter V of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018.

Chinkita R. Agarwal is proposed to receive 1,64,89,251 preferential shares and Naina Saideep Agarwal 1,69,94,888 shares. The allotment needs shareholder approval, for which consent is being sought through a postal-ballot notice, as well as applicable statutory approvals.

The proposed issue accounts for 25.01% of expanded voting capital, compared with 25.99% for the SPA shares on the same expanded basis. This difference arises because the preferential allotment increases the outstanding share count by 3,34,84,139 shares from the existing 10,03,82,290 shares.

What is the Money Masters Leasing & Finance open offer?

Money Masters Leasing & Finance’s acquirers must make an open offer for up to 3,48,05,272 shares, equal to 26.00% of expanded voting capital, at Rs 1 per share in cash. Full acceptance would require a maximum payment of Rs 3.48 crore.

The offer is triggered under Regulations 3(1) and 4 of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011, because the underlying transactions cross shareholding thresholds and result in a proposed change in control. It is not conditional on a minimum acceptance level and is not a competing offer.

The Rs 1 offer price matches the price specified in the SPA and the Rs 1 face value of each share. The filing says the shares are frequently traded under the takeover regulations and that the offer price was determined under Regulation 8(2).

The filing states that the acquirers have adequate financial resources and firm arrangements to finance the open offer. It also says they do not intend to delist Money Masters Leasing & Finance, though they would have to reduce non-public shareholding if tenders take it above the maximum level permitted under the Securities Contracts (Regulation) Rules, 1957.

What approvals and dates matter for Money Masters Leasing & Finance?

Money Masters Leasing & Finance needs prior Reserve Bank of India, or RBI, approval because it is a non-banking finance company, or NBFC, registered with the RBI. The required approval covers the change in control, acquisition of more than 26.00% of shares and a change of more than 30.00% of directors, excluding independent directors.

The required RBI process includes expiry of the applicable public-notice period unless the RBI waives it. The SPA and open offer remain subject to conditions precedent, including the required statutory approvals, while the preferential issue separately requires shareholder approval.

A detailed public statement is due on or before November 20, 2026, within five working days of the November 13 public announcement. It is expected to provide information on the offer, acquirers, sellers, financing arrangements, statutory approvals and SPA conditions.

The tendering period will run for 10 working days, although its dates will be set out in the letter of offer. The filing defines expanded voting capital as the capital outstanding on the 10th working day after that tendering period closes, making the stated 51.00% ownership figure dependent on the proposed allotment and transaction completion.

Conclusion

The proposed transaction would shift Money Masters Leasing & Finance from its existing promoters to the acquirers through a debt-settlement SPA and a preferential allotment. The Rs 3.48 crore SPA consideration offsets most of Rs 3.60 crore of dues, while the two underlying transactions are structured to give the acquirers and PAC 51.00% of expanded voting capital.

The next disclosed event is the detailed public statement due by November 20, 2026. Completion remains dependent on RBI approval, shareholder approval for the preferential issue, the relevant public-notice process and the conditions precedent in the SPA.