Disclosure under Regulation 30 - Preferential Issue of Warrants
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RGF Capital Markets' board approved increasing the authorised share capital from ₹15.5 crore to ₹70 crore to facilitate fund raising. A Share Purchase Agreement was signed under which a group led by Nishad Jitendra Shah will acquire 3,74,69,556 equity shares (24.98% stake) from the existing promoters, triggering a mandatory open offer under SEBI takeover regulations. Post-transaction, the acquirers will become new promoters and existing promoters will be reclassified as public shareholders. The board also approved issuing up to 50 crore convertible warrants at ₹1 each on a preferential basis to up to 17 allottees, for an aggregate consideration of up to ₹50 crore. Warrant holders must pay 25% upfront with the balance on conversion, and the warrants can be converted into equity shares within 3 to 18 months from allotment. An Extra Ordinary General Meeting has been called for April 9, 2026, to seek shareholder approval.
This is a major corporate event involving change of control, a mandatory open offer to public shareholders, and a sizeable preferential warrant issue that could result in significant equity dilution once warrants are converted. Retail shareholders should track the open offer price, the EGM outcome on April 9, 2026, and the conversion of warrants, as the existing promoter group is exiting entirely.