Letter of Offer shared for open offer of up to 3,90,06,240 shares (26.00%) at ₹1.10 per share

Letter of Offer shared for an open offer to public shareholders.

Thu 1 Oct 2026

Shares Sought

3,90,06,240 equity shares

Shareholding Percentage

26.00% of voting equity share capital

Offer Price

₹1.10 per share

Offer Period

13 October 2026 to 27 October 2026

Interest Rate on Delay

10% per annum for 160 days

What was shared

Kunvarji Finstock Private Limited, acting as Manager to the Offer, has submitted the Letter of Offer to the exchanges for an open offer to public shareholders of RGF Capital Markets Limited, made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011.

Offer terms

• Shares sought: up to 3,90,06,240 fully paid-up equity shares of face value ₹1/- each
• This represents 26.00% of the voting equity share capital
• Offer Price: ₹1.10 per share, payable in cash, along with interest
• Offer opens: 13 October 2026; Offer closes: 27 October 2026
• The offer is not conditional upon any minimum level of acceptance
• There has been no competing offer as of the date of the Letter of Offer

Who is acquiring

Nine acquirers acting collectively: Mr. Nishad Jitendra Shah, Nishad Jitendra Shah HUF, Ms. Rajshree Nishad Shah, Mr. Parshwa Nishad Shah, Ms. Payal Paras Shah, Trupti Management Services Private Limited, Rocksolid Investments, Rocksolid Enterprise and Rockthree Framework LLP.

Approvals and timeline

The underlying transaction involves acquisition of shares and control of the target company through a Share Purchase Agreement. The company obtained Reserve Bank of India approval on 24 September 2026. Because of the delay in receiving this approval, the acquirers are liable to pay interest at 10% per annum for a delayed period of 160 days, calculated from 4 June 2026 up to 11 November 2026, the revised last date for payment of consideration.

Points flagged in the update

• Completion of the offer is contingent on the statutory and other approvals set out in the Letter of Offer
• If tendered shares exceed the offer size, acceptance will be on a proportionate basis; the marketable lot is 1 share
• Shares tendered may be held in trust by the Clearing Corporation / Registrar until completion, during which they cannot be traded
• Shareholders who tender cannot withdraw their acceptance during the tendering period
• Pursuant to completion, public shareholding may fall below the minimum 25.00% requirement; the acquirers would then have to restore compliance within prescribed timelines

Company capital

The issued, subscribed and paid-up share capital is stated as ₹15,00,24,000/- comprising 15,00,24,000 equity shares of Re. 1/- each. A board meeting was held on 10/03/2026 to consider a preferential issue of 50 Crore share warrants.

Registrar to the Offer is Bigshare Services Private Limited.

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