Key Transaction Details

Saffron Capital Advisors Private Limited has been appointed as Manager to the Open Offer by Mr. Sanjay Kumbhat (Acquirer) in terms of Regulation 12(1) of SEBI (SAST) Regulations, 2011. The Public Announcement is issued pursuant to Regulation 3(1) read with Regulations 13, 14 and 15(1) of SEBI (SAST) Regulations, 2011.

Offer Details

  • Offer Size: Up to 20,64,328 equity shares representing 26% of the Emerging Voting Share Capital
  • Offer Price: ₹18 per equity share
  • Total Consideration: ₹3,71,57,904 (assuming full acceptance)
  • Mode of Payment: Cash
  • Type of Offer: Mandatory triggered offer under Regulation 3(1) of SEBI (SAST) Regulations, 2011

Underlying Transaction

The open offer obligation is triggered by a Proposed Preferential Issue approved by the Board on November 13, 2026:

  • Type: Direct acquisition through preferential allotment
  • Shares to be Allotted: Up to 26,11,724 equity shares
  • Percentage of Emerging Voting Share Capital: 32.89%
  • Total Consideration: Up to ₹4,50,00,005 (at ₹17.23 per share)
  • Mode of Payment: Cash
  • Triggering Regulation: Regulation 3(1) of SEBI (SAST) Regulations, 2011

Acquirer Details

Mr. Sanjay Kumbhat

  • Address: Old No.232/4, New No. 27/4, Kilpauk Garden Road, Kilpauk, Chennai – 600010, Tamil Nadu, India
  • Current Designation: Promoter and Managing Director of Target Company (DIN: 03077193)
  • Pre-transaction Shareholding: 11,89,690 shares (22.33% of Existing Voting Share Capital)
  • Post-transaction Shareholding: 38,01,414 shares (47.88% of Emerging Voting Share Capital)
  • No persons acting in concert for this Offer
  • Not prohibited by SEBI from dealing in securities, not categorized as wilful defaulter, not declared fugitive economic offender

Target Company Details

Kumbhat Financial Services Limited

  • Tel: 044-25388720
  • RBI Registration: Non-deposit taking NBFC registered with RBI under Certificate of Registration No. B-07.00061
  • Listing: BSE Limited (Scrip Code: 526869; Scrip Id: KUMPFIN; ISIN: INE795E01019)

Conditions and Approvals Required

1. Shareholder approval for Proposed Preferential Issue at Extra-Ordinary General Meeting proposed on December 10, 2026

2. Prior approval from Reserve Bank of India (RBI)

3. Other statutory approvals

Additional Commitments

The Acquirer undertakes to ensure compliance with minimum public shareholding requirements under Regulation 38 of SEBI (LODR) Regulations, 2015 read with Rule 19A of SCRR, 1957, in terms of Regulation 7(4) of SEBI (SAST) Regulations, 2011, if public shareholding falls below required levels.

Timeline and Next Steps

  • Detailed Public Statement to be published in newspapers on or before November 20, 2026
  • Letter of Offer to be issued subsequently with detailed terms and conditions
  • Tendering Period will be 10 Working Days as disclosed in Letter of Offer

Financial Arrangements

The Acquirer has confirmed adequate financial resources and firm financial arrangements to meet obligations under the Offer in terms of Regulation 25(1) of SEBI (SAST) Regulations, 2011.

Key Definitions

  • Emerging Voting Share Capital: 79,39,724 equity shares (fully diluted basis expected as of 10th Working Day from closure of Tendering Period)
  • Existing Voting Share Capital: 53,28,000 equity shares (₹5,32,80,000 paid-up capital)
  • Public Shareholders: All equity shareholders eligible to tender shares, excluding Acquirer, Promoters, Promoter Group and deemed persons acting in concert

#Tags: #KumbhatFinancialServices #OpenOffer #SEBISASTRegulations #RegulatoryCompliance #CorporateAction