RGF Capital Markets Limited has commenced its mandatory open offer to acquire up to 3,90,06,240 equity shares, representing 26.00% of the expanded voting share capital, at an offer price of ₹1.10 per share.

The offer is being made by a group of acquirers led by Mr. Nishad Jitendra Shah, following the acquisition of control from existing promoters. The final offer price includes an interest component of ₹0.10 per share, mandated by SEBI due to delays in obtaining statutory approval from the Reserve Bank of India (RBI).

Offer Details and Timeline

The tendering period for the open offer commenced on October 13, 2026, and will close on October 27, 2026. Public shareholders holding equity shares in dematerialized form can participate by approaching their respective selling brokers, while those holding physical shares must submit required documents to the Registrar and Transfer Agent via a seller broker.

The total consideration payable under the open offer, assuming full acceptance, aggregates to ₹4,29,06,864. This amount comprises the base consideration of ₹3,90,06,240 and interest of ₹39,00,624 accrued over 160 days of delay in payment.

Regulatory Approvals and Delays

The completion of the offer was contingent upon RBI approval regarding the change in shareholding and management transfer. The initial application was rejected on April 17, 2026, but subsequent approval was obtained on September 24, 2026. Consequently, SEBI granted an extension and directed the acquirers to pay interest at 10% per annum for the delayed period from June 4, 2026, to November 11, 2026.

Shareholding Pattern Changes

Following the execution of the Share Purchase Agreement (SPA), promoter sellers conducted open market sales between July 28, 2026, and August 18, 2026. These sales reduced the aggregate number of equity shares available for acquisition by the acquirers pursuant to the SPA from 3,74,69,556 shares (24.98%) to 2,54,80,900 shares (16.98%).

The Committee of Independent Directors of the target company has recommended that public shareholders independently evaluate the offer, stating that the offer price is fair and reasonable in line with SEBI regulations. Upon completion of the offer, the acquirers will assume the status of promoters, while the existing sellers will cease to be part of the promoter group.

RGF Capital Markets shareholders approved all resolutions at its Annual General Meeting held on September 30, 2026, with a voting majority exceeding 99.98% across key governance and financial items.

The meeting adopted the audited financial statements for the fiscal year ended March 31, 2026. It also regularized the appointment of a Non-Executive Independent Director and appointed a new statutory audit firm for the company.

Voting Results and Scrutinizer Report

The company submitted the Voting Results and Scrutinizer's Report to stock exchanges on October 5, 2026. A total of 112 members, holding 6,99,29,857 equity shares, exercised their voting rights through remote e-voting or ballot process. The remote e-voting period ran from September 27 to September 29, 2026.

All four resolutions passed with requisite majorities. The adoption of financial statements saw the highest support, while appointments of directors and auditors received slightly lower but still overwhelming approval.

Governance and Board Changes

The members considered and approved the regularization of Ajay Pratap Singh (DIN: 06873486) as a Non-Executive Independent Director. His appointment is for a term of five years, in line with the notice convening the AGM.

Additionally, the company appointed M/s Arun Jain & Associates, Chartered Accountants (FRN: 325867E), Kolkata, as its Statutory Auditors. This appointment is made pursuant to Sections 139 and 142 of the Companies Act, 2013, and other applicable provisions.

Special Business Transacted

Under special business, the members approved the appointment of Pankaj Kumar Modi (C.P. No. 12472), a Peer Reviewed Practicing Company Secretary, as the Secretarial Auditor for FY27. This appointment is pursuant to Section 204 of the Companies Act, 2013, read with applicable Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration for this role will be determined by the Board of Directors or its committees.

The AGM commenced at 11:00 am and concluded at 12:30 pm. The Scrutinizer's Report confirms that all relevant records and documents will be handed over after the signing of the minutes by the Chairman.