Rikhav Securities Limited promoter R M Shah has disclosed the release of encumbrance on promoter-held equity shares, filing the requisite declaration with BSE Limited on May 11, 2026. The disclosure was made by Rajendra N Shah on behalf of R M Shah, in compliance with Regulation 31(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, commonly referred to as the Takeover Code.

Release of Encumbrance on Promoter Shares

The encumbrance, which was in the form of a pledge, has been released on 3,51,830 equity shares held by R M Shah in Rikhav Securities Limited. These shares represent 0.92% of the company's total share capital. The release of the pledge was effected on May 8, 2026, with the shares previously encumbered in favour of Rikhav Securities Limited (DP).

The following table summarises the key details of the encumbrance release as disclosed:

Reason for Pledge Creation

According to the disclosure, the pledge on the 3,51,830 equity shares was created unintentionally. The promoter stated that the said scrip was erroneously ticked together with other scrips during execution, resulting in the inadvertent creation of the encumbrance. Following the identification of this error, the pledge has now been fully released, with zero shares remaining under encumbrance.

Regulatory Compliance

The disclosure was submitted by Rajendra N Shah, signing on behalf of R M Shah as Promoter Group and Pledgor, from Mumbai, dated May 11, 2026. The filing fulfils the statutory reporting obligation under Regulation 31(2) of the SEBI Takeover Code, which mandates promoters to disclose any creation, invocation, or release of encumbrance on shares held in a listed target company to the relevant stock exchanges.

Rikhav Securities Limited faces a mandatory open offer as the Lakhani group announces acquisition of up to 99,55,920 equity shares representing 26% of the company's voting capital. The open offer, triggered under SEBI SAST Regulations due to market purchases exceeding the 5% creeping acquisition limit, has been structured with an offer price of Rs. 47.77 per share.

Open Offer Structure and Pricing

The comprehensive acquisition involves four acquirers - B D Lakhani, B N Lakhani, H D Lakhani, and N D Lakhani - working alongside persons acting in concert including Hitesh Himmatlal Lakhani, Deep Hitesh Lakhani, Vaishali Rajendra Shah, and Bharti Hitesh Lakhani. The offer targets 99,55,920 equity shares of Rs. 5 face value each.

Acquirer Financial Standing

The four partnership firms serving as acquirers demonstrate substantial financial capacity for the transaction. B D Lakhani reports a net worth of Rs. 7,05,35,664 as of March 31, 2026, while B N Lakhani maintains Rs. 6,64,12,680. H D Lakhani shows Rs. 4,31,93,854 in net worth, and N D Lakhani holds Rs. 7,25,41,546.

Financial Arrangements and Escrow

The acquirers have established comprehensive funding arrangements to support the open offer. They have secured credit facilities aggregating Rs. 20.00 crore from Total Holding and Finvest Pvt Ltd, with Rs. 5.00 crore sanctioned individually to each acquirer. The balance consideration will be met through internal accruals.

As per SEBI regulations, the acquirers have deposited Rs. 11,90,00,000 in the escrow account "ESCROW ACCOUNT-SCOPL-RSL-Open Offer" with Axis Bank Limited. This represents more than 25% of the maximum consideration payable under the offer.

Key Stakeholder Relationships

The transaction involves significant family connections within the target company's promoter group. Hitesh Himmatlal Lakhani serves as Chairman and Managing Director, holding 24,69,720 equity shares representing 6.45% of the company. His spouse Bharati Hitesh Lakhani holds 15,83,760 shares (4.14%), while their children Deep Hitesh Lakhani and Nidhi Hitesh Lakhani hold 22,89,960 shares (5.98%) and 14,49,000 shares (3.78%) respectively.

Regulatory Timeline and Process

Sobhagya Capital Options Private Limited has been appointed as Manager to the Offer, with the detailed public statement published on April 28, 2026. The tentative schedule indicates the tendering period will commence on June 15, 2026, and close on June 29, 2026. MUFG Intime India Private Limited serves as the Registrar to the Offer.

The open offer will be implemented through BSE Limited's stock exchange mechanism, with Shreni Shares Limited appointed as the registered broker for purchases and settlement. All public shareholders holding equity shares in both dematerialized and physical form are eligible to participate in the offer during the tendering period.