RGF Capital Markets Open Offer: Dates, Price ₹1.10 (2026)

Mandatory open offer underway under SEBI SAST

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 cash offer is aimed at public shareholders and is part of the standard takeover framework that applies when an acquirer crosses specific shareholding thresholds. In this case, the open offer is tied to a Share Purchase Agreement (SPA) that resulted in the acquirer group holding 24.98% of the company. The offer price has been finalised at ₹1.10 per equity share, inclusive of an interest component. The record date to determine eligible shareholders is September 28, 2026. The tendering window is scheduled from October 13, 2026 to October 27, 2026.

What is being offered and how much is at stake

The open offer is to acquire up to 3,90,06,240 equity shares, representing 26.00% of RGF Capital Markets’ voting share capital. The shares have a face value of ₹1 each, as stated in the offer documentation. Based on full acceptance, the total consideration payable under the offer aggregates to ₹4,29,06,864, which is about ₹4.29 crore. The offer is cash-based, as described in the IDC recommendation note and the offer summary. The structure is consistent with a mandatory open offer where public shareholders can tender shares during a fixed period. The company has also referenced that the eligible shareholder list will be based on the record date of September 28, 2026.

The trigger: SPA and the acquirer group’s stake

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. Crossing the relevant threshold under the SAST Regulations typically requires the acquirers to make an open offer to remaining shareholders for an additional stake, which is why the 26% offer is now underway. The open offer is described as involving Nishad Jitendra Shah and other entities, and the later disclosure also refers to a Nishad Jitendra Shah-led consortium. The article context also mentions that the acquisition involves a consortium of nine acquirers, including individuals and corporate entities. These details frame the open offer as part of a change in shareholding following the SPA.

Timeline: DPS, draft offer, and final Letter of Offer

The process includes several dated milestones that have been 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 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.

Offer price: ₹1.10 per share, including interest

The base open offer price is stated as ₹1 per equity share, while the finalised offer price is stated as ₹1.10 per equity share inclusive of interest. The interest component is ₹0.10 per share, linked to delays in receiving statutory approvals from the Reserve Bank of India (RBI). A BSE announcement dated September 24, 2026 states that RGF Capital Markets has received RBI approval for the proposed acquisition of its shares by multiple acquirers, including Mr. Nishad Jitendra Shah and family entities. The offer summary reiterates that the price is inclusive of interest and references RBI approval being received on September 24, 2026. For shareholders, the key practical point is that the tender price communicated for the window is ₹1.10 per share.

Key dates shareholders should track

Eligibility for receiving the offer and related communication is tied to the record date, which is September 28, 2026. The Letter of Offer dispatch is scheduled for October 6, 2026, ahead of the tendering period. The tendering period is fixed from October 13, 2026 to October 27, 2026. After the tender window closes, the payment completion deadline is stated as November 11, 2026. These dates matter because open offers follow a time-bound settlement schedule, and tendering is only possible during the specified period. The article context provides these dates directly, forming the core timeline for shareholders assessing participation.

Intermediaries: manager and registrar to the offer

Kunvarji Finstock Private Limited is listed as the manager to the open offer. Bigshare Services Private Limited acts as the registrar. These intermediaries typically handle offer administration, tender processing, and investor communication, and their names are explicitly stated in the offer summary provided. The presence of a designated manager and registrar is standard for public offers under the SAST framework. The documentation also references the Letter of Offer and public statements that are part of the regulatory process.

IDC view: offer price described as fair and reasonable

The Independent Director Committee (IDC) of RGF Capital Markets has declared the open offer price of ₹1.10 per share as fair and reasonable. The IDC’s review is described as a formal assessment of the public offer documentation for a stake acquisition. The committee is noted as being led by Mr. Amar Chokshi and Mr. Ajay Pratap Singh. The IDC conclusion states that the current cash-based offer price aligns with SEBI (SAST) regulations. The note also references that there was a revision from the initial ₹1.00 price due to regulatory processes, with the board confirming compliance for the 26% acquisition by the new investor group. This provides governance context for how the company’s independent directors evaluated the final price communicated to shareholders.

Market impact: what this means for shareholders and the company

For public shareholders, the open offer creates a defined liquidity option during October 13-27, 2026 at the stated cash price of ₹1.10 per share. The maximum cash outflow by the acquirer group, if the offer is fully accepted, is about ₹4.29 crore. The final price includes an interest component of ₹0.10 per share linked to the timing of statutory approvals, which the article ties to RBI approval. Operationally, the open offer is a regulatory step that follows the SPA which took the acquirer group’s holding to 24.98%. The process is being run under SEBI’s takeover regulations, with a record date, dispatch schedule, tendering window, and a payment completion deadline.

Key facts table

Company profile and regulatory context

RGF Capital Markets is described as a non-deposit taking NBFC registered with the RBI. The offer disclosures also reference RBI approval as a key statutory step in the acquisition process. The open offer documentation dates, pricing revision, and IDC recommendation all sit within the broader compliance framework that listed companies and acquirers must follow for stake acquisitions. The next defined steps in the process are the dispatch of the Letter of Offer on October 6, 2026, followed by the tender window from October 13 to October 27, 2026, and the payment completion deadline of November 11, 2026.