LETTER OF OFFER SUMMARY

[Company Name] J.A. Finance Limited (JAFL)

Nature of the Event

This is a mandatory Open Offer document issued pursuant to Regulations 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). The offer is triggered by a Share Purchase Agreement (SPA) executed on January 28, 2025, between the Acquirers and the Sellers (the existing Promoter Group of JAFL).

Key Quantitative Figures

  • Target Company: J.A. Finance Limited (JAFL)
  • Total Paid-up Capital: ₹10,64,87,330 divided into 1,06,48,733 equity shares of ₹10/- each.
  • Offer Size: Up to 27,68,671 equity shares.
  • Offer Percentage: 26.00% of the total paid-up equity share capital.
  • Offer Price: ₹44.82 per equity share (inclusive of interest of ₹4.82 per share).
  • Total Offer Consideration: ₹12,40,91,834.22 (assuming full acceptance).
  • Underlying SPA Acquisition: 63,78,303 shares (59.90% of capital) at ₹27.00 per share, for a total consideration of ₹17,22,14,181.
  • Escrow Amount Deposited: ₹3,10,27,000 (more than 25% of the revised maximum consideration).

Dates of Action

  • Public Announcement (PA) Date: January 28, 2025
  • Detailed Public Statement (DPS) Date: February 04, 2025
  • Draft Letter of Offer (DLOF) Filing with SEBI: February 11, 2025
  • SEBI Observation Letter Dated: July 18, 2025 (No. SEBI/HO/CFD/CFD-RAC-DCR2/P/OW/2025/0000019269/1)
  • RBI Approval Letters Received:
  • April 06, 2026 (Ref: KOL.DOR.NO.S9/01-01-001/2026-27) for management change.
  • September 30, 2026 (Ref: KOL.DOR.NO.S1111/01-01-005/2026-27) for management change.
  • September 30, 2026 (Ref: KOL.DOR.NO.S1110/01-01-001/2026-27) for shareholding/control change.
  • Identified Date: October 05, 2026 (for determining eligible shareholders).
  • Tendering Period Opens: Monday, October 19, 2026
  • Tendering Period Closes: Monday, November 02, 2026
  • Settlement Date (Payment): By Tuesday, November 17, 2026

Parties Involved

The Acquirers (Acting Individually, No PACs):

1. Mr. Sachin Ishwarchand Goyal (Acquirer 1): Agreed to acquire 44,64,812 shares (41.93%) via SPA. Net Worth: ₹196.54 Cr as of March 31, 2024.

2. Mr. Numan Sachin Goyal (Acquirer 2): Agreed to acquire 19,03,491 shares (17.88%) via SPA. Net Worth: ₹7.52 Cr as of January 21, 2025. Son of Acquirer 1.

3. Mr. Salil Vijay Sathe (Acquirer 3): Agreed to acquire 10,000 shares (0.09%) via SPA. Net Worth: ₹5.46 Cr as of March 31, 2024.

The Sellers (Promoter Group of JAFL):

  • Mr. Akshay Goyal (10.97%)
  • Mr. Ankit Goyal (11.10%)
  • Mr. Dilip Kumar Goyal (19.46%)
  • Mrs. Jayshree Goyal (10.50%)
  • Mr. Manoj Kumar Agarwal (0.69%)
  • Mr. Pawan Kumar Agarwal (0.24%)
  • Dilip Kumar Goyal HUF (6.93%)

Total Selling Stake: 63,78,303 shares (59.90%).

Manager to the Offer: VC Corporate Advisors Private Limited (SEBI Regn. No.: INM000011096)

Registrar to the Offer: Niche Technologies Private Limited (SEBI Regn. No.: INR000003290)

Escrow Banker: HDFC Bank Limited (A/c No.: 57500001695084)

Buying Broker: Nikunj Stock Brokers Limited (SEBI Regn. No.: INZ000169335)

Designated Stock Exchange: BSE Limited

Purpose and Rationale

The prime object of the Offer is to comply with the SEBI SAST Regulations triggered by the substantial acquisition of shares/voting rights (via the SPA) accompanied with a change in control and management of JAFL. The Acquirers intend to acquire majority stake and control to expand JAFL's business activities and continue its listing status.

Financial and Operational Impact

  • Capital Structure Impact: Post successful completion of the Open Offer and the SPA acquisition, the Acquirers' combined holding will be 91,46,974 shares (85.90%), making them the new promoters.
  • Public Shareholding Impact: This will reduce public shareholding to 14.10%, breaching the minimum public shareholding (MPS) requirement of 25%. The Acquirers undertake to take necessary steps to facilitate compliance with MPS norms within 12 months from the date of such fall.
  • Control Impact: The Acquirers will acquire control and management of JAFL. They intend to make changes to the board post-offer completion but have not made any firm decisions yet.
  • Cash Flow Implications: The Acquirers have made firm financial arrangements from their own resources/net worth. The total outflow for the Open Offer is ₹12.41 Cr, and for the SPA is ₹17.22 Cr.

Key Conditions and Approvals

  • The Offer was conditional upon receipt of statutory approval from the RBI for change in shareholding/control and management. This approval has been received.
  • The Acquirers have the right to withdraw the offer under Regulation 23 if any statutory approval is finally refused, but this is not applicable as approvals are received.
  • The Offer is not conditional upon any minimum level of acceptance.

Offer Price Justification

The Offer Price of ₹44.82 is justified per Regulation 8(2) of SEBI SAST Regulations. The break-up is:

  • Highest negotiated price under SPA: ₹27.00
  • Fair Value as per Registered Valuer (Neeraj Agarwal, IBBI/RV/03/2020/13032): ₹28.93 (as of Jan 28, 2025)
  • Interest Component: ₹4.82 per share (10% p.a. for 440 days of delay from the original expected payment date of September 03, 2025, to the new settlement date of November 19, 2026).

Procedure for Acceptance

  • The offer is open to all shareholders (except parties to the SPA) as on the Identified Date (October 05, 2026) and also to unregistered owners.
  • Tendering will occur through a separate Acquisition Window on the BSE platform.
  • Shares held in demat form must be tendered electronically via a selling broker.
  • Shares held in physical form must submit the Form of Acceptance, original share certificates, and duly signed transfer deeds to the Registrar.
  • A lien will be marked on tendered demat shares until settlement.

Risk Factors

Key risks disclosed include potential delays in payment if regulatory approvals were delayed (mitigated by interest payment @10% p.a.), the inability to withdraw acceptance once tendered, and the acquirers making no assurances regarding JAFL's future financial performance or share price.

Other Material Disclosures

  • Lock-in: The sale shares under the SPA were under lock-in until April 30, 2026, per BSE Direct Listing norms but are free from lock-in as of the LOF date.
  • Litigation: A petition under IBC against Indico Motors Pvt. Ltd. was admitted on January 28, 2026, but was settled and withdrawn on July 15, 2026.
  • Non-Compliances: The document lists historical non-compliances by JAFL's promoters with SEBI SAST filing requirements and past penalties levied by BSE on JAFL for LODR non-compliances (partially waived and paid).
  • Financials: JAFL's summarized audited standalone financials (FY2022-FY2026) are provided, showing a PAT of ₹54.05 Lakhs in FY2026 and a net worth of ₹2,063.48 Lakhs.