RGF Capital Markets Limited has announced an Extraordinary General Meeting (EGM) scheduled for April 09, 2026, at 03:00 P.M. at its registered office in Kolkata. The meeting will address several critical corporate actions, including a significant preferential issue of securities and changes to the company's capital structure.

Key Agenda Items

The EGM will focus on four main resolutions that require shareholder approval:

Authorized Share Capital Enhancement

The company proposes to substantially increase its authorized share capital from Rs. 15,50,00,000 to Rs. 70,00,00,000. This expansion involves creating 54,50,00,000 additional equity shares of Re. 1.00 each, bringing the total to 70,00,00,000 equity shares. The increase requires a consequential amendment to Clause V of the Memorandum of Association.

Preferential Issue Details

The centerpiece of the EGM is the proposed preferential issue of up to 50,00,00,000 convertible warrants at Re. 1.00 per warrant, raising Rs. 50,00,00,000. The warrants will be convertible into equity shares within 18 months from the date of allotment, with conversion possible after three months from the completion of an open offer.

Warrant Terms and Conditions

Proposed Allottees

The preferential issue targets multiple categories of investors:

Proposed Promoters (9 entities): Including Nishad Jitendra Shah (7,95,76,052 warrants), Rajshree Nishad Shah (4,12,45,167 warrants), and other related entities totaling 22,50,00,000 warrants.

Proposed Promoter Group (3 entities): Finharbour Fintech Private Limited, Rocksolid Properties, and Saanidhya Advisory LLP, collectively receiving 3,79,51,204 warrants.

Non-Promoter Entities (5 entities): Including D2mech Solutions Private Limited, Reva Fintech LLP, Fortune Gilts Private Limited, and others, totaling 27,50,00,000 warrants.

Fund Utilization

The company plans to deploy the raised funds strategically:

Corporate Restructuring Context

This preferential issue is part of a broader corporate restructuring involving a Share Purchase Agreement (SPA) executed on March 10, 2026. The current promoters have agreed to sell 3,74,69,556 equity shares (24.98% stake) to the proposed acquirers. This transaction has triggered an open offer obligation under SEBI takeover regulations for an additional 39,006,240 equity shares.

Director Appointments

The EGM will also consider the appointment of two independent directors for second terms of five years each:

Regulatory Compliance and Pricing

The warrant issue price of Re. 1.00 complies with SEBI ICDR Regulations, being higher than the floor price of Rs. 0.91 determined based on volume-weighted average prices. The relevant date for pricing determination is March 10, 2026, being 30 days prior to the EGM date.

Voting and Participation

Shareholders can participate through remote e-voting from April 06, 2026 (9:00 A.M.) to April 08, 2026 (5:00 P.M.). The cut-off date for determining voting eligibility is April 02, 2026. The company has appointed Mr. Mukesh Chaturvedi as the scrutinizer for the e-voting process.

This comprehensive corporate action represents a significant transformation for RGF Capital Markets Limited, involving substantial capital raising, promoter group changes, and board restructuring, all subject to shareholder and regulatory approvals.

RGF Capital Markets Limited is facing a mandatory open offer from a consortium of nine acquirers seeking to acquire up to 26% of the company's voting share capital at ₹1 per share. The offer, triggered by a substantial acquisition transaction, represents one of the largest takeover attempts in the company's recent history. The company has recently issued a clarification regarding a typographical error in its regulatory disclosure.

Open Offer Details

The acquirers, led by Nishad Jitendra Shah along with eight other entities including family members and corporate entities, have announced their intention to acquire up to 3,90,06,240 equity shares representing 26.00% of the voting share capital. The offer price has been set at ₹1 per share, payable in cash, with the total consideration amounting to ₹3,90,06,240.

Corrected Shareholding Structure

The company has issued a clarification dated March 11, 2026, addressing a typographical error in the disclosure submitted under Regulation 30A of SEBI (LODR) Regulations, 2015. The error involved inadvertent swapping of names for two acquirers in the shareholding table, while all figures remained accurate.

Triggering Transaction and Warrant Issuance

The open offer has been triggered by a Share Purchase Agreement executed on March 10, 2026, between the acquirers and existing promoters. Under this agreement, the acquirers will purchase 3,74,69,556 equity shares at ₹1 per share, representing 24.98% of the paid-up equity share capital. Simultaneously, the board has authorized the issuance of 50,00,00,000 convertible warrants at ₹1 per warrant, with the acquirers purchasing 18,70,48,796 warrants.

Regulatory Compliance

The open offer is being made in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011. Kunvarji Finstock Private Limited is acting as the manager to the offer. The company has expressed regret for the inadvertent error and assured exercise of due care to avoid such instances in future.