Mr. Pawankumar Mallavat and Allwin Securities Limited have triggered a mandatory open offer to acquire up to 39% of Arnold Holdings . The move follows the execution of share purchase agreements on September 8, 2026, which increased their aggregate stake from 2.52% to 17.48%, crossing the regulatory threshold under SEBI (SAST) Regulations.

Offer Structure

The acquirers intend to purchase up to 92,72,250 equity shares of face value ₹10 each from public shareholders. The offer price is fixed at ₹12.50 per share, determined in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance, the total consideration payable will amount to ₹11,59,03,125. Payment will be made in cash, and the offer is not subject to any minimum level of acceptance.

Underlying Transaction

The open offer obligation was triggered by the acquisition of 35,55,500 equity shares, representing 14.95% of the voting share capital, from two public sellers: Harivardhan Enterprises Private Limited and Khattu Hospitality Private Limited. The shares were acquired at a negotiated price of ₹12 per share, aggregating to a total consideration of ₹4,26,66,000.

Acquirer Shareholding

Post-transaction, Mr. Pawankumar Mallavat will hold 14.68% of the voting share capital, while Allwin Securities Limited will hold 2.80%. Collectively, their stake rises to 17.48%. If the open offer is fully accepted, the combined holding could reach up to 41.80%.

What the Numbers Show

The open offer price of ₹12.50 represents a 4.17% premium over the ₹12 per share price paid in the underlying share purchase agreements. This pricing differential reflects the regulatory requirement for fair valuation in mandatory takeovers compared to negotiated block deals.

Timeline

Sobhagya Capital Options Private Limited has been appointed as the Manager to the Offer. The Detailed Public Statement is scheduled for publication by September 16, 2026. The completion of the offer is subject to statutory approvals.

Arnold Holdings Limited reported a profit after tax (PAT) of ₹442.06 lakh for the fiscal year ended March 31, 2026, a decline from ₹532.65 lakh in FY25. The NBFC’s total income fell to ₹16,908.77 lakh from ₹20,200.12 lakh in the prior year, primarily due to a sharp drop in income from the sale of securities. Total expenses also contracted to ₹19,258.22 lakh from ₹19,583.65 lakh, reflecting reduced purchases of stock-in-trade.

The company’s operational income stood at ₹16,689.35 lakh, down significantly from ₹19,972.57 lakh in FY25. Interest income rose modestly to ₹1,032.44 lakh from ₹903.31 lakh, but this was offset by a steep fall in income from the sale of securities, which dropped to ₹5,342.75 lakh from ₹8,659.64 lakh. Fees and commission income remained relatively stable at ₹10,267.77 lakh, compared to ₹10,378.72 lakh previously.

Governance and Auditor Changes

Shareholders will vote on the appointment of M/s. S N Nanda & Co. as the new statutory auditors at the upcoming Annual General Meeting (AGM). This replaces M/s. Amit Ray & Co., who are retiring after completing their maximum permissible tenure of five consecutive terms. The new auditors will hold office until the conclusion of the 49th AGM in FY31. The proposed fee for the first year (FY27) is set at ₹1,00,000, with future remuneration to be fixed by the Board.

The Board also seeks approval for the reappointment of Mrs. Gazala Mohammed Irfan Kolsawala as a Whole-Time Director, who retires by rotation. Additionally, shareholders will vote on the reappointment of Mr. Rajpradeep Mahavirprasad Agrawal as Whole Time Director for a further period of five years, commencing September 25, 2026.

Financial Performance Highlights

The company’s loan portfolio grew to ₹9,145.48 lakh (net) from ₹8,027.13 lakh in FY25. Gross loans stood at ₹9,338.21 lakh, against which an impairment allowance (Expected Credit Loss) of ₹192.73 lakh was recognized, compared to ₹243.79 lakh in the previous year. The auditor highlighted that the determination of impairment under Ind AS 109 requires significant management judgment regarding borrower creditworthiness and expected future cash flows.

What the Numbers Show

While the company reported a pre-tax profit increase of ₹34.08 lakh to ₹650.55 lakh, the net profit declined due to a significant rise in tax expenses. Tax expenses jumped to ₹208.49 lakh from ₹83.82 lakh in FY25, largely driven by a reversal of deferred tax assets in the prior year (-₹102.86 lakh) versus a charge of ₹44.76 lakh in FY26. This indicates that the improvement in bottom-line profitability was not sustained after tax adjustments, highlighting the volatility in the company’s effective tax rate.

Voting Instructions

Remote e-voting will be facilitated by Central Depository Services (India) Limited (CDSL). Demat account holders can log in using their depository credentials, while physical shareholders must use their folio numbers. The scrutinizer for the voting process is Mr. Ranjit Binod Kejriwal, Company Secretary in Practice. Results will be declared within two working days of the meeting's conclusion.