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.

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.