RGF Capital Markets Limited has issued an addendum cum corrigendum to its Extraordinary General Meeting notice while completing the appointment of a new statutory auditor following recent resignation. The company addressed both shareholding pattern corrections and auditor appointment formalities in recent regulatory filings.

Previous Auditor Resignation and New Appointment

Beriwal & Associates, Chartered Accountants, resigned as statutory auditor effective March 27, 2026, citing health concerns. The board meeting held on March 28, 2026, recommended M/s. Arun Jain & Associates, Chartered Accountants, as the new statutory auditor to fill the casual vacancy.

Sunil Beriwal, proprietor of Beriwal & Associates, stated the resignation was due to "old age and Health condition and my inability to continue as Statutory Auditors in the Company." The firm had completed the limited review report for the quarter ended December 31, 2025, submitted on February 14, 2026.

EGM Corrigendum Details

On March 30, 2026, the company issued an addendum cum corrigendum to the EGM notice dated March 10, 2026, addressing corrections in the shareholding pattern and adding a new resolution for auditor appointment. The EGM is scheduled for April 09, 2026, at 03:00 P.M. at the registered office.

Shareholding Pattern Correction

The corrigendum corrected a typographic error in the shareholding pattern table pertaining to Item No. 2. The correction addressed the total percentage of pre-issue shareholding for promoter holding sub-total (B), ensuring accurate disclosure of ownership structure before and after the proposed preferential issue.

New Auditor Resolution

Item No. 5 has been added as a special business resolution for appointing M/s. Arun Jain & Associates as statutory auditor. The resolution seeks member approval for the appointment to fill the casual vacancy created by the previous auditor's resignation, with the new auditor holding office until the ensuing Annual General Meeting in 2026.

Regulatory Compliance

All filings comply with Regulation 30 of SEBI's Listing Obligations and Disclosure Requirements. The regulatory submissions were signed by Sagar Mal Nahata, Managing Director (DIN: 00307611), ensuring adherence to prescribed formats and timelines for both BSE Limited and The Calcutta Stock Exchange Limited disclosures.

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.