RGF Capital Markets Limited's board of directors convened on March 10, 2026, to approve several significant corporate restructuring initiatives that will reshape the company's capital structure and ownership pattern. The meeting, held at the company's registered office, commenced at 17:00 PM and concluded at 18:05 PM.

Authorized Capital Enhancement

The board approved a substantial increase in the company's authorized capital structure. The proposal involves raising the authorized capital from the existing ₹15,50,00,000 to ₹70,00,00,000, subject to shareholder approval.

This capital enhancement will facilitate future fund raising activities through equity share issuances and requires consequential amendments to Clause V of the company's Memorandum of Association.

Share Purchase Agreement and Ownership Transfer

The board approved execution of a comprehensive share purchase agreement involving transfer of significant shareholding. The agreement facilitates acquisition of 3,74,69,556 equity shares representing 24.98% stake in the company.

Transaction Parties

Sellers (Existing Promoters): The selling group comprises seven entities currently forming part of the promoter and promoter group:

• Sagar Mal Nahata
• Sharp Investments Ltd
• Caravan Vyapaar Pvt. Ltd.
• Buddleia Traders Pvt. Ltd.
• Synosy Automotive Pvt. Ltd.
• Mission Vyapaar Pvt. Ltd.
• Fortune Vyapaar Pvt. Ltd.

Proposed Acquirers: The acquiring consortium includes nine entities led by Nishad Jitendra Shah:

• Nishad Jitendra Shah
• Nishad Jitendra Shah (HUF)
• Rajshree Nishad Shah
• Parshwa Nishad Shah
• Payal Paras Shah
• Trupti Management Services Private Limited
• Rocksolid Investments
• Rocksolid Enterprise
• Rockthree Framework LLP

Current Shareholding of Acquirers

The share purchase agreement execution triggers mandatory open offer obligations under SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. Upon completion, the acquirers will gain control of the company, with Nishad Jitendra Shah and Rajshree Nishad Shah becoming promoters, while existing promoters will be reclassified as public shareholders.

Equity Warrants Issuance

The board approved issuance of up to 50,00,00,000 equity warrants at ₹1 per warrant on preferential basis. The warrants are convertible into equivalent equity shares within 18 months from allotment date.

Major Warrant Allocations

The warrants become convertible after completion of three months from the open offer completion and must be exercised within 18 months, failing which the upfront consideration will be forfeited.

Regulatory Approvals and Next Steps

All proposed transactions are subject to requisite regulatory approvals, including Reserve Bank of India approval for change in shareholding, control and management. The board has scheduled an Extraordinary General Meeting on April 09, 2026, at 15:00 PM at the registered office to seek shareholder approvals for these proposals.

The comprehensive restructuring initiative represents a significant transformation in RGF Capital Markets' ownership structure and capital base, positioning the company for enhanced growth opportunities under new management control.

RGF Capital Markets Limited has announced a board meeting scheduled for March 06, 2026, to discuss significant corporate actions including authorized share capital increase and fund raising initiatives. The company informed BSE Limited through a regulatory filing dated February 28, 2026, outlining the key agenda items for the upcoming board deliberation.

Board Meeting Agenda

The board meeting, to be held at the company's registered office in Kolkata, will address three primary matters:

Fund Raising Options Under Consideration

The company will evaluate multiple avenues for raising funds, including equity shares and various other eligible securities. The board will consider several instruments and methods for the fund raising exercise:

• Warrants or any combination of securities
• Securities representing equity shares
• Convertible or exchangeable securities for equity shares
• Preferential issue, rights issue, or other permissible modes
• Combination of various methods as deemed appropriate

All fund raising initiatives will be subject to obtaining necessary regulatory approvals and compliance with applicable regulations.

Trading Window Closure

In accordance with the company's Code of Conduct for prevention of Insider Trading, RGF Capital Markets has implemented a trading window closure effective March 01, 2026. This restriction applies to all designated persons of the company and is directly connected to the board meeting scheduled for March 06, 2026.

The trading window will reopen 48 hours after the conclusion of the board meeting, following proper intimation to the stock exchange. This measure ensures compliance with insider trading regulations while the company deliberates on material corporate actions that could impact share prices.

Company Information

RGF Capital Markets Limited, incorporated in 1983, operates from its registered office at 14, N.S. Road, 2nd Floor, Kolkata – 700001. The company is listed on BSE with scrip code 539669, and the upcoming board meeting represents a significant step in the company's capital structure planning and growth strategy.