RGF Capital Markets open offer: 26% at ₹1.10 in 2026

Overview of the open offer

RGF Capital Markets Ltd (BSE: 539669) is in the middle of a mandatory open offer process under SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011. The company has received a Letter of Offer covering an acquisition of up to 26.00% of its voting share capital. The offer is for up to 3,90,06,240 equity shares of face value ₹1 each. The open offer follows a Share Purchase Agreement (SPA) that took the acquirer group’s holding to 24.98%, which triggered the open offer requirement. The identified record date to determine eligible shareholders is September 28, 2026. The tendering period is scheduled from October 13, 2026 to October 27, 2026.

Letter of Offer and the key documents disclosed

The detailed public statement for the open offer was published on March 17, 2026. This was followed by the draft letter of offer on March 24, 2026. The final Letter of Offer is dated September 29, 2026. The stated purpose of the record date is to determine which shareholders will receive the Letter of Offer. Separately, the company also disclosed that an Extra Ordinary General Meeting (EGM) was scheduled to be held on April 9, 2026.

Offer price: ₹1 base and ₹1.10 inclusive of interest

Disclosures around the offer price show two closely linked figures. The base open offer price is stated as ₹1 per equity share, and the finalised offer price is stated as ₹1.10 per equity share inclusive of interest. The interest component is ₹0.10 per share, which is linked to delays in receiving statutory approvals from the Reserve Bank of India (RBI). The Letter of Offer notes that interest accrues at 10% per annum for the delayed period.

Offer size and total consideration

If the open offer is fully accepted for 3,90,06,240 shares, the total consideration payable is stated as ₹4,29,06,864, or about ₹4.29 crore. This total includes a base amount of ₹3,90,06,240 (about ₹3.90 crore) and an interest component of ₹39,00,624 (about ₹0.39 crore). The offer is positioned as an exit opportunity for public shareholders at the disclosed price, while also being part of a larger change in shareholding triggered by the SPA.

Key dates investors are tracking

The company has disclosed a clear set of dates around dispatch, tendering, and payment completion. The eligible shareholder list is based on the record date of September 28, 2026. The Letter of Offer is scheduled to be dispatched on October 6, 2026. The open offer opens on October 13, 2026 and closes on October 27, 2026. The payment completion deadline is listed as November 11, 2026.

What triggered the mandatory offer

The open offer requirement was triggered by an SPA executed on March 10, 2026. Under this agreement, the acquirers purchased 3,74,69,556 shares, equivalent to a 24.98% stake in the company. With this acquisition crossing the relevant threshold under the SEBI (SAST) Regulations, a subsequent open offer to public shareholders became mandatory. The open offer is for up to 26.00% of the company’s voting share capital.

Who the acquirers and intermediaries are

The proposed acquisition is led by Nishad Jitendra Shah, with disclosures referring to a consortium of nine acquirers including individuals and corporate entities. Kunvarji Finstock Private Limited is listed as the manager to the open offer. Bigshare Services Private Limited is acting as the registrar. A BSE announcement dated September 24, 2026 stated that RGF Capital Markets received RBI approval for the proposed acquisition of its shares by multiple acquirers, including Mr. Nishad Jitendra Shah and family entities.

Regulatory angle: RBI approval and interest payment

As an NBFC, RGF Capital Markets requires prior RBI approval for a change in control. The RBI approval was received on September 24, 2026, and this approval is also linked to the interest component added to the offer price. The offer price being described as ₹1.10 per share inclusive of interest reflects this interest payment due to the delay in statutory approvals. The Letter of Offer states that the pricing approach complies with Regulation 18(2) of the SEBI (SAST) Regulations, 2011.

Company profile and operations

R G F Capital Markets Ltd is described as a non-deposit taking NBFC registered with the RBI, classified as a Non-Systematically Important Non-Deposit Taking Non-Banking Financial Corporation. Incorporated in 1983 and based in Kolkata, the company provides financial services to commercial, industrial, and financial clients. Its activities include inter-corporate loans, personal loans, loans against shares and securities, loans against properties, trading in shares and securities, and arbitrage business in stock and commodity markets. The company’s address is listed as 14 N S Road, 2nd Floor, Kolkata, West Bengal, 700001. The ISIN (Demat) mentioned is INE684D01025.

Recent financial snapshot disclosed

The data provided includes a quarterly profit comparison. Net profit rose 77.78% to ₹0.16 crore in the quarter ended March 2026, compared with ₹0.09 crore in the quarter ended March 2025. The disclosures also note that forecast data and analyst rating or consensus data are currently unavailable.

Market impact and what changes for shareholders

For shareholders, the open offer sets out a defined tender window and a stated cash consideration if shares are tendered and accepted. The open offer price has been disclosed as ₹1 per share, with a finalised ₹1.10 per share inclusive of interest, depending on the timeline and statutory approvals noted in the Letter of Offer. The transaction is part of a mandatory process following the SPA that took the acquirers to 24.98% and could result in a meaningful change in shareholding structure if public shareholders tender in large numbers.

Conclusion

RGF Capital Markets’ Letter of Offer formalises a mandatory open offer for 26.00% of the company at a disclosed price structure that includes an interest component tied to RBI approval timing. The record date is September 28, 2026, with tendering scheduled between October 13 and October 27, 2026. The next operational milestones are the dispatch of the Letter of Offer on October 6, 2026 and the completion of payments by November 11, 2026, as per the stated timeline.