Disclosure under Regulation 30A - Share Purchase Agreement
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RGF Capital Markets Ltd's board on March 10, 2026 approved a Share Purchase Agreement (SPA) under which a group of 9 acquirers led by Nishad Jitendra Shah will buy 3,74,69,556 equity shares (24.98% stake) from the existing promoters and promoter group entities. This acquisition triggers a mandatory open offer under SEBI SAST Regulations for additional shares from public shareholders. Upon completion, the existing promoters (Sellers) will cease to be promoters and be reclassified as public shareholders, while the new acquirers will become promoters, leading to a complete change of control. The board also approved increasing authorised capital from ₹15.5 crore to ₹70 crore and the issuance of up to 50 crore convertible equity warrants at ₹1 per warrant on a preferential basis to 17 allottees. All transactions are subject to shareholder and RBI approvals, with an EGM scheduled for April 9, 2026.
This is a significant change-of-control event — shareholders should expect an open offer to be launched shortly at a price determined by SEBI rules, which could be at a premium or discount to current market price. The massive preferential warrant issuance at ₹1 per share (face value) will lead to substantial equity dilution if converted, and existing public investors may see their stake significantly reduced.