Marwadi Chandarana Launches Open Offer To Buy 26% Stake in TruCap Finance
By Ankur Chandra | Updated at: May 31, 2025 10:45 PM IST
MUMBAI, May 26, 2025 – Marwadi Chandarana Intermediaries Brokers Private Limited has made a mandatory open offer to buy up to 6.26 crore equity shares of TruCap Finance Limited, which represents 26% of the company’s expanded share capital. The offer price is set at Rs. 9.88 per share, putting the total deal value at around Rs. 61.93 crore.
Transaction Overview
The open is because of two significant transactions executed on May 26:
- Preferential Allotment: TruCap Finance’s board approved the issuance of:
- 11,56,80,000 equity shares at ₹9.88 each, and
- 9,37,00,000 convertible warrants at the same price.
- Total consideration: ₹206.87 crore.
- Share Purchase Agreement (SPA): Marwadi Chandarana has agreed to acquire 3,68,00,220 equity shares, which is 15.26% of emerging capital. It will acquire it from the existing promoter group at ₹4.07 per share. The shares will aggregate up to ₹14.98 crore.
The company executing these transactions will gain control and subsequently be classified as the new promoter of TruCap Finance, subject to RBI and regulatory approvals.
Shareholding Impact
| Category | Equity Shares | % of Emerging Capital | % of Fully Diluted Capital |
|---|---|---|---|
| Pre-transaction (Acquirer) | Nil | Nil | Nil |
| Post-preferential allotment only | 15,24,80,220 | 63.25% | 45.55% |
| Post-allotment & warrant conversion | 24,61,80,220 | NA | 73.53% |
| Post full open offer acceptance | 21,51,62,124 | 89.25% | 64.27% |
The acquirer will hold up to 92.26% of the fully diluted share capital, assuming full warrant conversion and open offer acceptance.
Sellers & Promoter Exit
Miniaxi Kishore and Wilson Holdings Private Limited are the outgoing promoters. They are collectively selling their entire 35.17% stake. Once the transaction is completed, they both will become public shareholders.
Open Offer Details
- Offer Price: ₹9.88 per share (cash)
- Offer Size: ₹61.93 crore
- Tendering Window: To be announced in the detailed public statement by June 2, 2025
- Mode of Payment: 100% cash
Regulatory Path & Manager
Sundae Capital Advisors Private Limited has been appointed as the manager of the offer.
Strategic Outlook
With this acquisition, Marwadi Chandarana is set to gain a controlling stake in TruCap Finance, marking a major step in strengthening its footprint in the NBFC space. The company has clarified that it does not intend to delist TruCap Finance and will continue to comply with all public shareholding requirements.
TruCap Finance Limited (NSE: TRU | BSE: 540268) is a Mumbai-based non-banking financial company (NBFC) with a current share face value of ₹2 and ISIN INE615R01029.
https://nsearchives.nseindia.com/corporate/renukap_27052025090038_TRU_OPENOFFER.zip
