Key Resolution Details

  • The company seeks approval via Special Resolution for a preferential issue of up to 3,34,84,139 (Three Crores Thirty-Four Lakhs Eighty-Four Thousand One Hundred and Thirty-Nine) equity shares of face value ₹1 each.
  • The aggregate issue size is ₹3,34,84,139 (Three Crores Thirty-Four Lakhs Eighty-Four Thousand One Hundred and Thirty-Nine Only).
  • The issue price is set at ₹1 per share (at par, without premium).

Proposed Allottees and Allocation

| S. No. | Name of Proposed Allottee | Category | Number of Equity Shares | Consideration (₹) |

| 1. | Chinkita R. Agarwal | Non-Promoter Group | 1,64,89,251 | 1,64,89,251 |

| 2. | Naina Saideep Agarwal | Non-Promoter Group | 1,69,94,888 | 1,69,94,888 |

| Total | | | 3,34,84,139 | 3,34,84,139 |

Control Change Implications

The proposed allotment to these non-promoter individuals is expected to result in a change in control of the company. This is anticipated to trigger an obligation for the allottees to make an open offer under the SEBI SAST Regulations. Upon completion, the allottees are proposed to be classified as the new promoters, subject to regulatory compliance. The existing promoters are expected to be reclassified as public shareholders.

Utilization of Proceeds

The proceeds from the issue (₹3.34 crores) are intended to be utilized as follows:

  • 80% (~₹2.67 crores): For onward lending and financing business (asset financing, hire purchase, consumer financing, MSME loans, corporate deposits/lending, and long-term secured mortgage-backed loans). To be utilized within 12 months from receipt of funds.
  • 20% (~₹0.67 crores): For general corporate purposes.

Pending utilization, the funds may be invested in money market instruments, bank deposits, or government securities.

Pricing Justification

  • The "Relevant Date" for price determination is November 13, 2026 (30 days prior to the resolution date).
  • The 90-day VWAP preceding the relevant date was ₹0.69.
  • The 10-day VWAP preceding the relevant date was ₹0.73.
  • As the company cannot issue shares below face value, the issue price was set at ₹1.00 per share.
  • A valuation certificate was obtained from Mr. Nitish Chaturvedi (IBBI Regn. No.: IBBI/RV/03/2020/12916), an independent registered valuer.

Shareholding Pattern Impact

  • Pre-issue capital: 10,03,82,290 equity shares
  • Post-issue capital: 13,38,66,429 equity shares (a 33.3% increase)
  • The allottees have also entered into a Share Purchase Agreement (SPA) dated November 13, 2026, to acquire an additional 3,47,87,740 shares from existing promoters.
  • Expected post-transaction holding: Chinkita R. Agarwal (36.50%), Naina Saideep Agarwal (14.50%).
  • Promoter holding is expected to shift from 34.66% (existing promoters) to 51.00% (new promoters).

Regulatory and Compliance Aspects

  • The company has appointed Mr. Dhirendra Maurya (COP No. 9594), Practicing Company Secretary, as the Scrutinizer for the e-voting process.
  • A certificate from Makarand M. Joshi & Co, Practicing Company Secretaries, dated November 13, 2026, confirms compliance with SEBI ICDR Regulations.
  • The company confirms it is not a willful defaulter or fraudulent borrower.
  • The Committee of Independent Directors (Javid Husain Parkar, Vishal Suresh Agarwal, Vikrant Prabhakar Ponkshe) unanimously recommended the issue, considering the price fair and reasonable.

Voting Process and Timeline

  • Cut-off date: November 06, 2026 (for determining members eligible to vote).
  • Remote e-voting period: From 9:00 AM IST on Saturday, November 14, 2026, to 5:00 PM IST on Sunday, December 13, 2026.
  • E-voting service provider: National Securities Depository Limited (NSDL).
  • The resolution will be deemed passed on the last date of e-voting (December 13, 2026) if approved by the requisite majority.
  • Results will be announced within two working days after e-voting concludes and posted on the company website (www.moneymasterscc.in) and BSE website.

Lock-in Requirements

  • The equity shares allotted on a preferential basis will be locked in for a period of 6 months from the date of trading approval.
  • Any pre-preferential allotment holding of the proposed allottees will be locked in from the relevant date up to 90 trading days from the date of trading approval.

Other Material Facts

  • None of the current promoters, directors, or key managerial personnel intend to subscribe to the offer.
  • The company has no outstanding dues payable to SEBI, Stock Exchanges, or Depositories.
  • The allotment is expected to be completed within 15 days from the date of passing the special resolution, subject to pending approvals.