Nature of the Event

This is a public announcement and regulatory filing regarding a mandatory open offer for the equity shares of Money Masters Leasing & Finance Limited (Target Company). The announcement is made by Gretex Corporate Services Limited, the Manager to the Open Offer, on behalf of the Acquirers and their Person Acting in Concert (PAC).

Key Quantitative Figures

  • Open Offer Size: Up to 3,48,05,272 (Three Crores Forty Eight Lakhs Five Thousand Two Hundred and Seventy Two) equity shares.
  • Offer Price: ₹1.00 (Indian Rupees One Only) per equity share.
  • Total Open Offer Consideration: ₹3,48,05,272 (assuming full acceptance).
  • Share Purchase Agreement (SPA) Transaction: Acquisition of 3,47,87,740 shares (34.66% of existing capital) from sellers at ₹1.00 per share (Total: ₹3,47,87,740).
  • Proposed Preferential Allotment: Issuance of 3,34,84,139 new shares (25.01% of expanded capital) to acquirers at ₹1.00 per share (Total: ₹3,34,84,139).
  • Post-Transaction Holding: Acquirers and PAC will collectively hold 6,82,77,279 shares, representing 51.00% of the expanded voting share capital.
  • Existing Capital: 10,03,82,290 fully paid-up equity shares of ₹1.00 each.
  • Expanded Capital: 13,38,66,429 fully paid-up equity shares (post-preferential issue).

Dates of Action

  • Public Announcement Date: November 13, 2026.
  • Share Purchase Agreement Date: November 13, 2026.
  • Target Company Board Meeting: November 13, 2026 (approved preferential issue).
  • Detailed Public Statement (DPS) Publication: On or before November 20, 2026.

Parties Involved

  • Acquirers: Ms. Chinkita R Agarwal (Acquirer 1) and Mrs. Naina Saideep Agarwal (Acquirer 2).
  • Person Acting in Concert (PAC): Mr. Saideep Agarwal.
  • Sellers (Existing Promoters): Mr. Hozef Abdulhusain Darukhanawala, Ms. Zainab H Darukhanawala, and Mrs. Durriya Hozef Darukhanawala.
  • Target Company: Money Masters Leasing & Finance Limited (CIN: L65990MH1994PLC082399).
  • Manager to the Offer: Gretex Corporate Services Limited (SEBI Registration No.: INM000012177).
  • Stock Exchange: BSE Limited (Scrip Code: 535910, ISIN: INE340O01021).
  • Regulator: Reserve Bank of India (RBI) (Target Company's CoR No.: B-13.02156).

Purpose or Stated Rationale

The open offer is triggered pursuant to Regulation 3(1) and 4 of the SEBI (SAST) Regulations, 2011, due to the acquisition of shares and voting rights beyond prescribed thresholds and a change in control of the Target Company. The SPA transaction is described as a consensual settlement where the sale consideration of ₹3,47,87,740 is adjusted against an outstanding loan of ₹3,60,00,000 availed by the sellers from Acquirer 1, leaving a balance of ₹12,12,260.

Financial or Operational Impact

  • The acquisition will result in a change of control of the Target Company. The existing promoters will relinquish control and be declassified.
  • The Acquirers and PAC will become the new promoters.
  • The mode of payment for the open offer is cash.

Capital Structure Impact

  • Pre-Transaction Shareholding of Acquirers/PAC: PAC held 5,400 shares (0.005%). Acquirers held nil.
  • Post-Transaction Shareholding (after SPA & Preferential Issue):
  • Acquirer 1: 4,88,61,246 shares (36.50% of expanded capital)
  • Acquirer 2: 1,94,10,633 shares (14.50% of expanded capital)
  • PAC: 5,400 shares
  • Total: 6,82,77,279 shares (51.00% of expanded capital)
  • The preferential issue will increase the total paid-up capital from 10,03,82,290 to 13,38,66,429 shares.

Cash Flow Implications

  • An outflow of up to ₹3,48,05,272 is anticipated for the open offer, payable in cash to the public shareholders.
  • The SPA transaction involves a set-off against an existing loan, resulting in no immediate cash outflow for that portion.
  • The preferential issue will result in a cash inflow of ₹3,34,84,139 for the Target Company.

Conditions Precedent

The open offer and the underlying transactions are subject to receipt of Required Statutory Approvals, primarily the prior written approval from the Reserve Bank of India (RBI) for:

  • Change in control of the Target Company.
  • Acquisition of over 26.00% of the shareholding.
  • Change in over 30.00% of the directors (excluding independent directors).

Other Key Disclosures

  • The open offer is not conditional upon any minimum level of acceptance.
  • It is not a competing offer.
  • The Acquirers do not intend to delist the Target Company.
  • The Acquirers have undertaken to have adequate financial resources for the open offer.
  • The marketable lot of the Target Company's equity shares is 1 (One).