Arnold Holdings Ltd

Arnold Holdings Ltd: Trading window closed from 01 October 2026 till 48 hours after announcement of Standalone Unaudited Financial Results for the quarter and half year ended 30 September 2026.

Open Offer Overview

• Acquirers: Pawankumar Nathmal Mallawat and Allwin Securities Limited; PAC: Keemtee Financial Services Limited.
• Target: Arnold Holdings Limited; Purpose: open offer for 39% voting capital, with no change in control.

Offer Details

• Offer size: 92,72,250 shares representing 39%.
• Offer price: ₹12.50 per share; total cash ₹11.59 crore.
• Mode of payment: cash; Offer type: mandatory open offer under SEBI SAST; not a minimum-acceptance.

Transaction Background

• Two SPAs dated 08 Sep 2026; sale of 35,55,500 shares (14.95%) at ₹12 per share.
• Acquirers to purchase from Sellers; no change in control.
• Promoter Acquirer already in control; post-offer remains under same management.

Post-Offer Impact

• Pre-offer holdings: A1 2.52%, A2 0%, PAC 14.27%.
• Post-offer diluted: A1 14.68%, A2 41.80%, PAC 14.27%.
• No delisting; no management change; 25% public shareholding to be restored.
• Minimum public holding: 25% must be maintained within statutory timeline.

Timeline and Process

• PA date: 08 September 2026; DPS: 16 September 2026.
• DLOF filing deadline: 23 September 2026.
• Competing offers deadline: 08 October 2026.
• Identified Date: 19 October 2026.
• Tendering period: 03 November 2026 to 18 November 2026.
• Payment completion: by 03 December 2026.
• Eligibility: Public shareholders may tender (excludes acquirers, PAC, promoters, SPAs).

Independent Directors' Recommendation

• Independent directors' recommendation not disclosed.

Other Material Information

• Statutory approvals: none identified; RBI approvals may apply for NRIs.
• Escrow: ₹3 crore deposited; funds to meet offer obligations; Kotak Bank as Escrow Banker.
• Manager: SOBHAGYA Capital Options Private Limited.
• Registrar: Niche Technologies Private Limited.
• Broker: Aftertrade Broking Private Limited.
• Public documents: PA, Corrigendum, DPS, LOF available on SEBI site.

Open Offer Overview

• Acquirers: Pawankumar Nathmal Mallawat; Allwin Securities Limited; PAC: Keemtee Financial Services Limited.
• Target: Arnold Holdings Limited.
• Open Offer triggered to gain control under SEBI SAST Regulations.

Offer Details

• Open Offer size: up to 9,272,250 shares (39.00%).
• Offer price: ₹12.50 per share; total consideration: ₹115.90 million.
• Mode of payment: cash.
• Type: mandatory open offer under SEBI SAST Regulations.

Transaction Background

• Underlying trigger: SPA execution prompting open offer obligations.
• Acquirers seek control of the target post-transaction.
• PAC: Keemtee Financial Services Limited included as part of open offer.

Post-Offer Impact

• Pre-offer combined holding of Acquirers and PAC: 16.79%.
• Post-SPA combined holding: 31.74%.
• Post-Open Offer holdings: Acquirer 1 14.68%; Acquirer 2 41.80%; PAC 16.79%.
• No delisting or management changes disclosed in this corrigendum.

Timeline & Process

• DPS to be published by 16 September 2026.
• Offer open to eligible public shareholders.
• Corrigendum clarifies PAC identity and roles.
• Manager to the Offer: SOBHAGYA CAPITAL OPTIONS PRIVATE LIMITED.

Recommendations

• Independent directors' recommendation not disclosed.

Other Material Information

• Regulatory approvals: Open Offer under SEBI SAST Regulations; other approvals unspecified.
• Offer subject to SPA completion and regulatory clearances.
• Corrigendum available on SEBI, BSE, manager, and target sites.

AGM Details

• Held on 09 September 2026 at 11:00 A.M. via Video Conferencing/Other Audio Visual Means.

Resolutions & outcomes

• All resolutions per AGM notice approved with requisite majority per Scrutinizer's report.

AGM Details

• 44th AGM held on 09 Sep 2026 at 11:00 IST via video conferencing.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appointment of Gazala Mohammed Irfan Kolsawala on rotation.
• Special: Appointment of M/s. S N Nanda & Co. as Statutory Auditors.
• Special: Reappointment of Rajpradeep Mahavirprasad Agrawal as Whole Time Director for 5 years.

Voting Status

• Voting results to be declared after Scrutinizer's report; results not yet provided.

Open Offer Overview

• Acquirers: Pawankumar Nathmal Mallawat and Allwin Securities Limited.
• Target: Arnold Holdings Limited.
• Trigger: Open offer under SEBI SAST to gain control via SPA.

Offer Details

• Offer size: 92,72,250 equity shares, 39% of voting capital.
• Offer price: ₹12.50 per share; total ₹11,59,03,125 on full acceptance.
• Mode of payment: Cash.
• Type: Triggered offer; no minimum acceptance; not a competing offer.

Transaction Background

• Two SPAs dated Sept 8, 2026 for 35,55,500 shares (14.95%).
• Acquirers’ post-SPA holding rises to 17.48%, enabling control.
• Acquirer 1 to acquire 28,90,000 shares (12.16%).
• Acquirer 2 to acquire 6,65,500 shares (2.80%).
• Aggregate SPA consideration ₹4,26,66,000; cash payment.

Post-Offer Impact

• Pre-offer combined holding: 2.52%.
• Post-SPA combined holding: 17.48%.
• Post-Offer: Acquirer 1 14.68%; Acquirer 2 41.80%.
• Total post-offer voting share: 56.48%.

Timeline & Process

• DPS to be published by 16 September 2026.
• Eligibility: Public shareholders of the Target.
• Detailed terms in DPS/LoF to be issued.

Other Material

• Statutory approvals, if any, to be specified in DPS/LoF.
• Offer not conditional on minimum acceptance; subject to regulatory approvals.
• Acquirers confirm adequate financial resources for the offer.

Performance snapshot

• FY26 revenue from operations: ₹16,689.35 lakhs; total revenue ₹16,908.77.
• Net profit after tax: ₹442.06 lakhs; prior year ₹532.65.
• EPS: ₹1.86; net worth ₹6,467.95 lakhs.
• Loans (net): ₹9,145.48 lakhs; assets ₹17,259.44 lakhs.
• Borrowings (ex debt securities): ₹8,553.47 lakhs.

Income mix and sources

• Interest income ₹1,032.44 lakhs; fees/commission ₹10,267.77 lakhs.
• Sale of securities ₹5,342.75 lakhs; dividends ₹46.38 lakhs; other income ₹219.42 lakhs.

Balance sheet highlights

• Total assets ₹17,259.44 lakhs; equity ₹6,467.95 lakhs.
• Cash and cash equivalents ₹1,237.31 lakhs; bank balances ₹2,821.44 lakhs.
• Loans ₹9,145.48 lakhs; trade receivables ₹44.03 lakhs; inventory ₹3,591.48 lakhs.

Capital structure & dividends

• Equity share capital ₹2,377.50 lakhs; dematerialised 100%.
• Dividend for FY2025-26 not declared.
• AGM scheduled 9 Sept 2026 via VC/OAVM.

Governance and controls

• Board includes 3 WTDs and 3 independent directors.
• Statutory auditors: Amit Ray & Co; new appointment proposed for 2026-31.
• Internal controls assessed as adequate; no material weaknesses.
• Audit fee ₹75,000 for FY2025-26.

CSR and ESG

• CSR expenditure ₹15.50 lakhs; projects listed in Annexure-2.
• 2% average net profit CSR obligation ₹15.95 lakhs.
• CSR projects include education, health, and sanitation initiatives.

Outlook and risks

• Outlook positive for NBFC sector; emphasis on regulation, risk management.
• Digital lending and credit growth expected to drive execution.

AGM Details

• Date and time: 9 September 2026 at 11:00 AM IST via VC/OAVM.
• Mode: VC/OAVM; venue deemed at registered office for the meeting.
• Record date for voting rights: 2 September 2026.
• Remote e-voting window: 6 Sept 2026, 09:00 to 8 Sept 2026, 17:00.
• AGM to be held through VC/OAVM; physical attendance not required.

Key Resolutions

• Resolution 1 (Ordinary): Adopt Audited financial statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Re-appoint Gazala Mohammed Irfan Kolsawala as Whole-Time Director.
• Resolution 3 (Special): Appoint M/s S N Nanda & Co. as Statutory Auditors.
• Resolution 4 (Special): Reappoint Rajpradeep Agrawal as Whole-Time Director for five years.

Voting Status

• Outcome for Resolution 1 not disclosed in filing.
• Outcome for Resolution 2 not disclosed in filing.
• Outcome for Resolution 3 not disclosed in filing.
• Outcome for Resolution 4 not disclosed in filing.

Directors

• Gazala Mohammed Irfan Kolsawala re-appointed as Whole-Time Director (retiring by rotation).
• Rajpradeep Mahavirprasad Agrawal re-appointed as Whole-Time Director for five years (Sept 25, 2026–Sept 24, 2031).
• Remediation for Gazala Kolsawala last drawn: ₹6.10 lakh per annum; proposed remuneration same.
• Remuneration for Rajpradeep Agrawal: ₹3.00 lakh per annum.

Auditors

• S N Nanda & Co. appointed Statutory Auditors for five-year term (2026–2031).
• Remuneration for 2026-27 fixed at ₹1 Lakh; subsequent years to be fixed by Board.