Rajkot based Marwadi Chandarana Intermediaries Brokers (Marwadi Chandarana Group) is set to acquire majority stake in TruCap Finance, a listed non-banking finance company (NBFC), through preferential allotment and secondary market purchase. TruCap and Marwadi Chandrana deal has a multi-layered structure. Marwadi Chandarana Group is expanding its presence in financial services space.
Transaction Overview
On 26 May 2025, the acquirer entered into two definitive agreements with TruCap Finance and its existing promoters:
1. Securities Subscription Agreement (SSA)
TruCap Finance’s board approved the preferential allotment of:
- 11,56,80,000 equity shares at INR 9.88 per share, aggregating to INR 114.29 crore, and
- 9,37,00,000 warrants convertible into an equal number of equity shares at the same price, valued at INR 92.58 crore.
Total amount will be INR 206.87 crore subject to regulatory approvals mainly from Reserve Bank of India.
2. Share Purchase Agreement (SPA
The acquirer has also agreed to acquire 3,68,00,220 shares, representing 15.26% of the emerging share capital, from the current promoter group at INR 4.07 per share, for a maximum consideration of INR 14.97 crores.
Open Offer Triggered
In accordance with SEBI SAST Regulations (Regulations 3(1) and 4), the transaction has triggered a mandatory open offer to acquire 6,26,81,904 equity shares, representing 26.00% of the emerging share capital of TruCap Finance.
The offer is priced at INR 9.88 per share, matching the preferential allotment rate, aggregating to a total potential payout of INR 61.93 crores, assuming full acceptance by eligible public shareholders.
The emerging share capital of the company, post-preferential allotment (but excluding warrant conversion), stands at 24,10,84,243 shares. If the acquirer fully converts the 9.37 crore warrants, the fully diluted share capital would increase to 33,47,84,243 shares.
Post-Acquisition Shareholding
Assuming full subscription and conversion of warrants, and full acceptance in the open offer, the Marwadi Chandarana Group could potentially hold:
- 24.61 crore shares (73.53% of fully diluted capital) post the SSA and SPA,
- Up to 30.88 crore shares, representing 92.26% of the fully diluted shareholding, if the open offer is fully accepted.
However, regulatory norms stipulate a maximum promoter shareholding cap of 75%, post which the acquirer would need to dilute excess holdings to maintain minimum public shareholding norms under the Securities Contracts (Regulation) Rules, 1957 and SEBI LODR norms.
Exit of Promoters and Change of Control
The sellers — including Minaxi Kishore Mehta, Wilson Holdings, Kishore Gangadas Mehta, Wilson Growth, and Anjaneya Realty Management LLP — have collectively agreed to sell 3.68 crore shares, thereby ceasing to be promoters of TruCap Finance.
Following the successful closure of the transaction and open offer, the Marwadi Chandarana Group will assume control of TruCap Finance and will be reclassified as the promoter of the company, replacing the outgoing promoter group.
Implications and Industry Perspective
This acquisition is to expand Marwadi Chandarana Group’s presence in NBFC sector which is still a growth story in India’s under penetrated credit markets.
TruCap Finance — a listed NBFC has been looking to raise capital to support its growth plans and this deal will provide both capital and strategic alignment.
The transaction also sets a benchmark in terms of structuring, with a healthy mix of primary capital infusion (INR 206.86 crores) and secondary acquisition (INR 14.97 crores), followed by a statutorily compliant open offer (INR 61.93 crores).
Sundae Capital Advisors is acting as the Manager to the Offer, guiding the acquirer through the SEBI regulatory framework and public shareholder process. The offer is not subject to any minimum level of acceptance and does not seek delisting.
The detailed public statement is expected to be released by 02 June 2025, followed by a draft letter of offer and completion of regulatory procedures.
Conclusion
With this transaction, Marwadi Chandarana Group is not just acquiring a financial entity — it is stepping into a new league in Indian finance. TruCap Finance, in turn, gets a well-capitalized, committed promoter with a clear growth vision.
Whether this leads to a broader consolidation wave among mid-tier NBFCs remains to be seen, but for now, TruCap Finance’s future is being recast — and the market is watching. For more details related to IPO GMP, SEBI IPO Approval, and Live Subscription stay tuned to IPO Central.