Disclosure under Regulation 30 - Increase in Authorised Capital
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RGF Capital Markets' board approved a sharp increase in authorised capital from ₹15.5 crore to ₹70 crore (face value ₹1 per share) to enable future fundraising. Existing promoters have signed a Share Purchase Agreement to sell a 24.98% stake (about 3.75 crore shares) to a new group of acquirers led by Nishad Jitendra Shah, which will trigger an open offer under takeover rules and a complete change in control and management. The board also approved issuing up to 50 crore convertible warrants at ₹1 each (up to ₹50 crore total) on a preferential basis to 17 proposed allottees, with 25% payable upfront and the rest on conversion within 18 months. An EGM is scheduled for April 9, 2026 to seek shareholder approval for these actions, with RBI clearance also required.
Shareholders should brace for a major change of control at the company, a mandatory open offer, and significant dilution from the preferential warrant issue once converted, all of which could materially affect shareholding structure and stock price.