Nature of the Disclosure

This is an Offer Opening Public Announcement Cum Corrigendum to the Detailed Public Statement, submitted to BSE Limited by VC Corporate Advisors Private Limited, the Manager to the Offer. It pertains to an open offer made by three acquirers for the public shareholders of J.A. Finance Limited, a Non-Banking Financial Company (NBFC).

Key Quantitative Figures & Revisions

  • Offer Price: Revised to ₹44.82 per fully paid-up equity share. This includes an interest component of ₹4.82 per share.
  • Interest Calculation: The interest was added at a rate of 10% per annum for a period of 440 days due to a delay in receiving RBI approval.
  • Number of Shares: The offer is for the acquisition of up to 27,68,671 equity shares.
  • Stake: The shares represent 26.00% of the total paid-up equity and voting share capital of JAFL.
  • Maximum Consideration: Revised to ₹12,40,91,834.22 (Twelve Crores Forty Lakhs Ninety-One Thousand Eight Hundred Thirty-Four and Twenty-Two Paise), assuming full acceptance.
  • Escrow Amount: An additional ₹33,40,000 was deposited on October 03, 2026, bringing the total escrow amount to ₹3,10,27,000 with HDFC Bank Limited, which is more than 25% of the total consideration.

Dates of Action

  • Identified Date: October 05, 2026 (for determining shareholders to whom the Letter of Offer was sent).
  • Letter of Offer Dispatch: Electronic dispatch on October 09, 2026; physical copies for bounced emails on October 12, 2026.
  • RBI Approval Date: September 30, 2026 (Letter nos. KOL.DOR.NO.S1110/01-01-001/2026-27, KOL.DOR.NO.S1111/01-01-005/2026-27, and KOL.DOR.NO.S9/01-01-001/2026-27).
  • Public Notice Date: Published on October 13, 2026, in Financial Express and Arthik Lipi.
  • Tendering Period: Commences on October 19, 2026, and closes on November 02, 2026.
  • Payment Date: Consideration for accepted applications to be paid by November 17, 2026.
  • Original PA Date: January 28, 2025, highlighting the significant delay in the process.

Parties Involved

  • Acquirers: Mr. Sachin Ishwarchand Goyal, Mr. Numan Sachin Goyal (both of Pune), and Mr. Salil Vijay Sathe (of Thane).
  • Target Company: J.A. Finance Limited (JAFL).
  • Manager to the Offer: VC Corporate Advisors Private Limited (SEBI Regn. No.: INM000011096).
  • Registrar to the Offer: Niche Technologies Private Limited.
  • Escrow Banker: HDFC Bank Limited.
  • Regulators: Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), BSE Limited (BSE), The Calcutta Stock Exchange Limited (CSE).
  • Committee of Independent Directors (IDC) of JAFL provided a recommendation on the offer price.

Regulatory References & Approvals

The disclosure is made pursuant to Regulation 18(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 [SEBI (SAST) Regulations].

  • SEBI: Received final observations on the Draft Letter of Offer vide letter no. SEBI/HO/CFD/CFD-RAC-DCR2/P/OW/2025/0000019269/1 dated July 18, 2025.
  • RBI: Prior approval was mandatorily required and received on September 30, 2026, for the change in shareholding/control and management of JAFL, as it is an NBFC.
  • BSE: Granted an Acquisition Window for the offer through Notice Ref. No. 20261015-6 dated October 15, 2026.
  • The equity shares of JAFL are currently under Enhanced Surveillance Measure (ESM) stage 1 on BSE.

Material Changes & Updates

Numerous material changes have occurred since the original Public Announcement (PA) on January 28, 2025:

1. Lock-in Status: The 63,78,303 sale shares held by Promoter Sellers were locked-in until April 30, 2026, as per BSE Direct Listing norms. There is no lock-in on these shares as of the date of the Letter of Offer (LOF).

2. Director Details: Updated directorship details of Acquirer 1 and 2 in Bloomstone Real Estate Private Limited, which has been struck off.

3. Company Penalties: JAFL received a partially waived penalty from BSE for listing norm non-compliances. The revised penalty of ₹1,48,680 (including GST) was paid on January 22, 2026. No further penalties are reported.

4. Procedure Updates: Modified procedures for tendering dematerialized shares and fund pay-out for specific client types (e.g., NRI).

5. Taxation Notes: Updated notes on taxation in the LOF to reflect changes pursuant to the Income Tax Act, 2025.

6. Documents for Inspection: Added RBI approval letters and related public notices to the list of documents available for inspection.

Stated Rationale

The upward revision in the offer price is explicitly due to a 440-day delay in receiving mandatory prior approval from the RBI, necessitating the payment of interest to eligible shareholders.

Financial/Operational Impact

  • Cash Flow Implication: The acquirers will have a cash outflow of up to ₹12.41 crore if the offer is fully accepted.
  • Capital Structure Impact: Successful completion of the offer will result in the acquirers holding a 26% stake in JAFL, reducing public shareholding proportionally.

Forward-Looking Statements

The offer is subject to the receipt of any other statutory approvals that may become applicable prior to the completion of the offer.

Note: The provided data also contains a separate section regarding a Corrigendum cum Addendum to the Draft Red Herring Prospectus (DRHP) filed by Innoterra Limited for its proposed IPO. As this is a distinct corporate action unrelated to the J.A. Finance open offer, it is noted here for completeness but is not the primary subject of the covering letter and announcement.