Open offer for up to 26.00% at Rs. 44.82 per share; tendering window Oct 19 to Nov 2, 2026

Three acquirers are making a mandatory open offer to equity shareholders of J.A. Finance Ltd.

Mon 12 Oct 2026

Offer Price per Share

Rs. 44.82 per share (includes interest of Rs. 4.82), payable in cash

Offer Size and Shares

Up to 27,68,671 shares, being 26.00% of paid-up equity; offer size Rs. 12,40,91,834.22

Tendering Period

Monday, October 19, 2026 to Monday, November 02, 2026

The offer in brief

• Three acquirers - Mr. Sachin Ishwarchand Goyal, Mr. Numan Sachin Goyal and Mr. Salil Vijay Sathe - are making a mandatory open offer to the equity shareholders of J.A. Finance Ltd.
• The offer is to acquire up to 27,68,671 equity shares of face value Rs. 10/- each, representing 26.00% of the total paid-up equity and voting share capital.
• Offer Price is Rs. 44.82 per equity share, including an interest of Rs. 4.82 per equity share, payable in cash.
• At full acceptance the Offer Size works out to Rs. 12,40,91,834.22.
• This follows a Share Purchase Agreement dated January 28, 2025 under which the acquirers have agreed to acquire 63,78,303 shares (59.90%) from the promoter sellers at Rs. 27/- per share, for an aggregate consideration of Rs. 17.22 crore.
• The offer is being made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, covering substantial acquisition along with change in control and management.

Tendering Period and dates

• The Tendering Period opens on Monday, October 19, 2026 and closes on Monday, November 02, 2026.
• The last date for any upward revision of the Offer Price or Offer Size is October 15, 2026.
• Consideration is to be paid in cash within ten working days of the expiry of the Tendering Period.

Terms shareholders may want to weigh

• The Offer is not conditional upon any minimum level of acceptance.
• There is no competitive bid and no differential pricing.
• The marketable lot for the equity shares is 1 (One).
• Shareholders who tender and have their acceptance accepted cannot withdraw it during the Tendering Period.
• A lien is marked in the depository system against shares tendered. On finalisation of entitlement, only the accepted quantity is debited from the demat account and the lien on unaccepted shares is released.
• If the process is delayed because a statutory approval does not come in time, SEBI may grant an extension, subject to the acquirers paying interest to shareholders at 10% per annum for the delay, in terms of the SEBI (SAST) Regulations.

Regulatory status

• The Offer is subject to prior approval from the Reserve Bank of India.
• The acquirers state that the Reserve Bank of India has conveyed its approval on change of management and control, and on change in shareholding/control of the NBFC, through its letters dated April 06, 2026 and September 30, 2026.
• As on the date of this Letter of Offer, there is no lien, encumbrance on the Sale Shares held by the sellers of the target company.
• As on the date of the Public Announcement, the sale shares were under lock-in till 30.04.2026 under BSE Direct Listing norms.

What changes after the Offer

• Assuming full acceptance, the acquirers state they will hold the majority of the equity shares, become the Promoters and be in a position to exercise effective management and control.
• The acquirers intend to make changes in the management of the target company, subject to the Companies Act, 2013 and applicable rules.
• They propose to continue the existing business and may diversify business activities in future with prior approvals; no firm decision in this regard has been taken or proposed so far.

The Letter of Offer also carries risk factors relating to the transaction, including that the Offer process may be delayed if a regulatory approval is not received in a timely manner or if litigation leads to a stay, that acceptance cannot be withdrawn even if payment is delayed, and that the acquirers make no assurance regarding the market price of the equity shares or the financial performance of the target company.

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