BSECompany Update8 Sept 2026 · 8 Sept 2026, 07:20 pm
Sobhagya Capital Options Pvt. Ltd. ("Manager to the Offer") has submitted to BSE a copy of Public Announcement under Regulations 3(1) and 4 read with Regulation 15(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended for the attention of the public shareholders of Arnold Holdings Ltd ("Target Company").
Arnold Holdings Ltd · 537069
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Arnold Holdings Ltd has received a public announcement from Sobhagya Capital Options Pvt. Ltd. regarding an open offer for the acquisition of up to 92,72,250 equity shares, representing 39% of the voting share capital, by Mr. Pawankumar Nathmal Mallawat and Allwin Securities Limited at ₹12.50 per share.
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Full Announcement
Arnold Holdings Ltd - 537069 - Public Announcement - Open Offer
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Date: September 08, 2026
Corporate Relationship Department
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400001
Subject: Open Offer for acquisition of upto 92,72,250 (Ninety Two Lakh Seventy Two Thousand Two
Hundred and Fifty) Equity Shares of Arnold Holdings Limited and hereinafter referred to as "Target" or
“Target Company” or “Arnold”) to the Public Shareholders of Target Company by Mr. Pawankumar
Mallavat (Acquirer 1) and Allwin Securities Limited (Acquirer 2), (Collectively Referred To As “The
Acquirers”).
Dear Sir/ Madam,
We are pleased to inform you that we have been appointed as Manager to the captioned Open Offer.
Please find enclosed herewith the soft copy of PA in PDF format, pursuant to and in compliance with Regulations
3(1) and 4 read with regulations 13 of the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, as amended (the “SEBI (SAST) Regulations”).
The following persons from our office will remain available to answer queries, if any, in this respect.
Contact Person Telephone Email
Ms. Menka Jha +91-9920379029 mb@sobhagyacap.com
cs@sobhagyacap.com
Please acknowledge receipt.
Thanking You,
Yours Truly,
For Sobhagya Capital Options Private Limited
Rishabh Singhvi
Director
DIN: 00374248
PUBLIC ANNOUNCEMENT UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATION
15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL
ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED FOR
THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF ARNOLD HOLDINGS LIMITED
Open offer for acquisition of up to 92,72,250 fully paid up equity shares of face value of INR 10 each
(“Equity Shares”), representing 39% of the Voting Share Capital (as defined below) of Arnold Holdings
Limited (“Target Company”) from the Public Shareholders (as defined below) of the Target Company
by Mr. Pawankumar Nathmal Mallawat (Acquirer 1) and Allwin Securities Limited (Acquirer 2)
(collectively referred as “the Acquirers”) pursuant to and in compliance with the requirements of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations”) (“Open Offer”
or “Offer”).
This public announcement (“Public Announcement” or “PA”) is being issued by Sobhagya Capital Options
Private Limited, the Manager to the Offer (the “Manager”), for and on behalf of the Acquirers to the Public
Shareholders (as defined below) of the Target Company, pursuant to and in compliance with Regulations 3(1)
and 4 read with Regulation 15 (1) and other applicable regulations of the SEBI (SAST) Regulations.
1. Offer Details
1.1. Offer Size: Up to 92,72,250 fully paid-up equity shares of face value of ₹10 each (“Equity
Shares”) of the Target Company (“Offer Shares”), constituting 39% of the Voting Share Capital,
subject to the terms and conditions mentioned in this Public Announcement and in the detailed
public statement (“DPS”) and the Letter of Offer (“LoF”) proposed to be issued in accordance with
the SEBI (SAST) Regulations.
1.2. Offer Price/ Consideration: The Equity Shares are frequently traded in terms of the SEBI (SAST)
Regulations. The Open Offer is being made at a price of ₹12.50 (Indian Rupees Twelve Point Five
Zero only) per Offer Share of face value of ₹10 each (“Offer Price”), which has been determined
in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations. Assuming full
acceptance under the Open Offer, the total consideration payable by the Acquirers under the Open
Offer shall be ₹11,59,03,125 (Indian Rupees Eleven Crores Fifty-Nine Lakhs Three Thousand One
Hundred and Twenty Five only).
1.3. Mode of Payment: The Offer Price is payable in cash by the Acquirers in accordance with
Regulation 9(1)(a) of the SEBI (SAST) Regulations, and the terms and conditions mentioned in
this Public Announcement and to be set out in the Detailed Public Statement and the Letter of Offer
that are proposed to be issued for the Open Offer in accordance with the SEBI (SAST) Regulations.
1.4. Type of Offer (triggered offer, voluntary offer/competing offer, etc.): Triggered offer. This
Open Offer has been triggered on September 08, 2026 and is being m1 ade by the Acquirers in
compliance with Regulations 3(1) and 4 read with Regulation 13 and other applicable provisions
of the SEBI (SAST) Regulations pursuant to the execution of the SPA (as defined below) for the
acquisition of substantial number of equity shares, voting rights, and control over the Target
Company. This Open Offer is not subject to any minimum level of acceptance in terms of
Regulation 19 of the SEBI (SAST) Regulations. This Open Offer is not a competing offer in terms
of Regulation 20 of the SEBI (SAST) Regulations.
1.5. 'SPA' or 'Share Purchase Agreement' shall mean the two (2) share purchase agreement(s) dated
September 08, 2026, executed between the Acquirers and the Public Sellers, pursuant to which the
Acquirers have agreed to acquire 35,55,500 (Thirty Five Lakhs Fifty Five Thousand Five Hundred)
fully paid-up equity shares of the Target Company, constituting 14.95% of the existing fully paid-
up equity share capital of the Target Company, from the Public Sellers, at a negotiated price of
₹12/- (Rupees Twelve only) per Sale Share, aggregating to a total consideration of ₹4,26,66,000
(Indian Rupees Four Crores Twenty Six Lakhs Sixty Six Thousand Only).
1.6. 'SPA Date' means the execution date of the SPA, i.e., Tuesday, September 08, 2026.
2. Transactions which have triggered the Open Offer obligations (Underlying Transaction)
2.1. This mandatory Open Offer is being made by the Acquirers pursuant to the execution of a Share
Purchase Agreement (“SPA”) entered into with certain public shareholders of the Target Company.
Mr. Pawankumar Nathmal Mallawat (“Acquirer 1”) and Allwin Securities Limited (“Acquirer 2”)
have entered the separate SPAs with Harivardhan Enterprises Private Limited (Formerly known as
Harivardhan Steel & Alloys Private Limited ) and Khattu Hospitality Private Limited (Formerly
known as Khattu Constructions and Developers Private Limited) for the acquisition of 35,55,500
Equity Shares representing 14.95% of the voting share capital of the Target Company.
2.2. Pursuant to the execution of the SPA, the aggregate shareholding of the Acquirers shall increase from
2.52% to 17.48% of the voting share capital of the Target Company, thereby exceeding the threshold
prescribed under Regulation 3(1) of the SEBI (SAST) Regulations. Further, the Acquirers propose to
acquire control over the Target Company. Accordingly, the proposed acquisition has triggered an
open offer obligation under Regulations 3(1) and 4 read with Regulations 13 and 14 of the SEBI
(SAST) Regulations.
2.3. Consequent to the proposed acquisition under the SPA:
(a) Acquirer 1 shall acquire 28,90,000 Equity Shares representing 12.16% of the voting share capital
of the Target Company;
(b) Acquirer 2 shall acquire 6,65,500 Equity Shares representing 2.80% of the voting share capital
of the Target Company; and
(c) the aggregate shareholding of the Acquirers shall increase from 2.52% to 17.48% of the voting
share capital of the Target Company.
2.4. The proposed acquisition is a direct acquisition being undertaken pursuant to the execution of the
SPAs with certain public shareholders of the Target Company. Upon completion of the proposed
acquisition and the Open Offer, the Acquirers shall acquire control over the Target Company in
accordance with the provisions of the SEBI (SAST) Regulations.
2.5. Details of the Underlying Transaction:
Mr. Pawankumar Nathmal Mallawat (Acquirer 1) and Allwin Securities Limited (Acquirer 2) have
entered into separate SPAs with the two Sellers:
Shares/Voting
Type of 2
Rights Total
Transaction Mode of Mode ofR egulation
acquired/propo Consideration
(direct/ Transaction Payment Triggered
sed to be (₹)
indirect)
acquired
Regulations
35,55,500 Equity
3(1)
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