Money Masters stake sale settles ₹3.60 crore promoter loan

Money Masters Leasing & Finance Limited said its proposed transfer of shares from existing promoters to two acquirers is being undertaken in settlement of ₹3.60 crore of outstanding dues arising from a loan the promoters had taken from them. The share purchase agreement was entered on 13 November 2026 and could change Money Masters’ control and management.

Who signed the Money Masters share purchase agreement?

The agreement was signed on 13 November 2026 by three existing promoters, Hozef Abdulhusain Darukhanawala, Zainab H Darukhanawala and Durriya Hozef Darukhanawala, as sellers, and Chinkita R Agarwal and Naina Saideep Agarwal as acquirers. Money Masters is not a party to the agreement, according to the Regulation 30 disclosure in Annexure II.

The disclosure identifies the three sellers as Money Masters’ existing promoters and says the two acquirers are not related to its promoter group or group companies. The filing says the acquirers, together with identified persons acting in concert, will be classified as promoters when the transaction is completed.

The agreement’s stated purposes are threefold: to document the transfer of promoter-held shares, to settle the ₹3.60 crore loan facility, and to provide representations and warranties concerning Money Masters’ business and operations. Money Masters did not disclose in Annexure II the number of seller shares covered by the agreement, the percentage stake involved, or a separate per-share purchase price.

The filing also says the transaction is not a related-party transaction. That disclosure is separate from the stated loan relationship: the ₹3.60 crore facility was advanced by the acquirers to the existing promoters, rather than described as a loan made by Money Masters itself.

How will the ₹3.60 crore promoter loan be settled?

The ₹3.60 crore loan is to be settled through the acquirers’ purchase of shares held by the existing promoters. The annexure says the sellers had availed a loan facility aggregating to ₹3.60 crore from the acquirers, and describes the share purchase as being made in lieu of settlement of the outstanding dues.

This means the disclosed mechanism links the transfer of promoter-held shares to the pre-existing ₹3.60 crore obligation. The filing does not split that amount among the three sellers or specify how many shares each seller will transfer.

The agreement remains subject to customary conditions precedent and customary standstill obligations. It also includes customary representations and indemnities from the existing promoters on behalf of Money Masters, but the disclosure does not list the conditions, define the standstill terms, quantify any indemnity, or give a completion date.

Will the transaction change Money Masters’ control?

Yes, Money Masters says control and management will change if the promoter share transfer is completed under the agreement. The company specifically disclosed that the proposed acquisition has triggered an obligation on the acquirers to make an open offer to its public shareholders under the Securities and Exchange Board of India (SEBI) Substantial Acquisition of Shares and Takeovers Regulations, 2011.

The open-offer obligation is contingent in the disclosure on the proposed acquisition, rather than presented as an already completed offer. Money Masters did not provide the offer price, the number of public shares that may be sought, the offer timetable, or the names of any identified persons acting in concert in the Annexure II text supplied.

Upon completion, the acquirers will exercise their right to seek a change in management, according to the filing. That right is to be exercised in accordance with the 2011 SEBI takeover regulations, which is the same regulatory framework cited for the public-shareholder open offer.

The present promoter group status and future classification are therefore different stages of the disclosed plan. The Darukhanawalas are identified as existing promoters at the 13 November 2026 agreement date, while the Agarwals are described as acquirers who, with identified persons acting in concert, would become promoters once the transaction is consummated.

What preferential equity issue has Money Masters proposed?

Money Masters has separately proposed a preferential issue of 3,34,84,139 equity shares at ₹1 each for cash, aggregating to ₹3.3484139 crore. The issue price equals the ₹1 floor price stated under the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018.

The proposed allottees are the same two acquirers named in the 13 November 2026 share purchase agreement. Chinkita R Agarwal is proposed to receive 1,64,89,251 shares for ₹1.6489251 crore, while Naina Saideep Agarwal is proposed to receive 1,69,94,888 shares for ₹1.6994888 crore.

The filing labels both allottees as individuals and “Proposed to be Promoter.” It also says that post-allotment outcome information is not applicable at this stage, so Money Masters has not disclosed the final post-issue shareholding, the dilution to current shareholders, or whether the proposed issue will be completed alongside the loan-settlement share transfer.

The preferential issue is specified as being for cash, whereas the Annexure II agreement describes the purchase of existing promoter shares as settlement of the ₹3.60 crore outstanding dues. The two mechanisms involve the same proposed promoter acquirers but are disclosed with different consideration structures: new shares for cash in the preferential issue and existing shares in settlement of promoter borrowing under the agreement.

Conclusion

Money Masters has disclosed a prospective change in ownership built around two connected facts: existing promoters borrowed ₹3.60 crore from the acquirers, and the acquirers have agreed to buy promoter-held shares in settlement of that debt. Separately, the two acquirers are proposed to receive 3,34,84,139 new equity shares for ₹3.3484139 crore in cash, subject to the preferential-issue process.

The next disclosed milestones are fulfilment of the agreement’s customary conditions precedent and standstill obligations, completion of the transfer, and the acquirers’ required open offer under the 2011 SEBI takeover regulations. Investors will also need the eventual disclosures on the open-offer terms, final post-allotment shareholding and management changes, none of which were quantified in the 13 November 2026 agreement disclosure.