RGF Capital Markets open offer: key dates, ₹1 price

What is happening at RGF Capital Markets

RGF Capital Markets Limited (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 open offer is for up to 3,90,06,240 equity shares, representing 26.00% of the company’s total voting share capital. The offer price is set at ₹1 per share. If fully subscribed, the total offer size works out to about ₹3.90 crore, based on the stated offer price and share count.

The corporate action follows a share purchase agreement (SPA) that took the acquirers’ holding to 24.98%, which triggered the requirement to make an open offer to public shareholders. RGF is described as a non-deposit taking NBFC registered with the Reserve Bank of India (RBI). The company is also described as being in the business of providing working capital loans to commercial, industrial and financial clients.

The trigger: SPA dated March 10, 2026

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 this level activated the threshold under SEBI (SAST) Regulations, 2011, making an open offer mandatory.

The stated rationale in the provided information is regulatory compliance after the stake change, with the open offer framed as an attempt to purchase an additional block from public shareholders. The detailed public statement (DPS) deadline is listed as March 17, 2026.

Open offer size: shares, stake and total value

The offer covers up to 3,90,06,240 equity shares, representing 26.00% of total voting share capital. The equity shares are described as having a face value of ₹1 each. At an offer price of ₹1 per share, the total offer size is presented as approximately ₹3.90 crore if fully subscribed.

This combination of a low offer price and a large share count is one of the key facts investors will track, along with record date eligibility and the progress of regulatory clearances. The open offer details are also linked to subsequent corporate filings and approvals, as referenced in the information provided.

Record date fixed: September 28, 2026

RGF Capital Markets fixed September 28, 2026 as the record date for determining eligible shareholders in the proposed open offer for the 26% stake. The record date is referenced as being identified to comply with Regulation 18(2) of the SEBI (SAST) Regulations, 2011. The stated purpose of the record date is to determine which shareholders will receive the Letter of Offer.

For public shareholders, the record date is an operational milestone, because it sets the reference point for communication and eligibility under the open offer process. It does not, by itself, change the offer price or the number of shares covered.

Who is leading the acquisition and who is the manager

The proposed acquisition is led by Nishad Jitendra Shah, with references to a nine-member acquirer group. The group includes Nishad Jitendra Shah HUF, Rajshree N. Shah, Parshwa N. Shah, Payal Paras Shah, Trupti Management Services Private Limited, Rocksolid Investment, Rocksolid Enterprise, and Rockthree Framework LLP.

Kunvarji Finstock Private Limited is listed as the manager to the open offer. This role typically includes coordinating documentation, regulatory interactions, and the offer process as per the timelines and requirements.

Regulatory clearances: RBI approval disclosed on September 24, 2026

A BSE announcement dated 24 September 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 same filing indicates that regulatory clearances are progressing toward completing the open offer and associated management changes.

Separately, the information also references a SEBI observation letter dated June 11, 2026. In another set of offer-document references, a SEBI observation letter dated September 4, 2026 is listed (with an observation letter number), along with other documents such as a prospectus, price band advertisement, and an in-principle listing approval dated July 20, 2026 issued by BSE. These document references are presented as part of “Offer Documents” and corporate filings.

Stock and market snapshots cited in the inputs

The provided material includes multiple price snapshots for RGF (ticker referenced as RGF) around late September 2026. One line states the “share price today is ₹0, with a change of ₹-1.91 (-100.00%) from the previous close of ₹1.91.” Another set of details indicates that as on 30 Sep, 2026 (03:50), the share price shown is ₹2, with day range cited at 2.00 to 2.00.

A “BSE Market Depth (30 Sep 2026)” snapshot shows buy quantities at prices such as ₹2.00, ₹1.98, ₹1.95, ₹1.91 and ₹1.90, and shows “Bid / Ask 2.00 / 0.00” with total sell quantity listed as 0 in that table.

Financial performance data cited

One financial datapoint in the material states: “Net profit of R G F Capital Markets rose 77.78% to Rs 0.16 crore in the quarter ended March 2026 as against Rs 0.09 crore during the previous quarter ended March 2025.” This provides a reference to profitability movement, but it is limited to the stated quarters and does not include revenue or balance sheet metrics in the provided text.

Key facts table

Why this matters for shareholders

For investors, the open offer is a structured route for public shareholders to tender shares at the stated offer price of ₹1, subject to the final terms and timelines under the Letter of Offer. The record date of September 28, 2026 is central for determining who will receive the offer-related communication, as stated.

The regulatory track also matters. The September 24, 2026 BSE filing points to RBI approval for the proposed acquisition and management changes, while SEBI observation letters and other referenced offer documents provide signals on process milestones. Share price snapshots in the material show that market prices cited (₹2 in one snapshot) can differ from the offer price, which is typical in open offer situations but must be evaluated purely on facts, liquidity, and timelines.

Conclusion

RGF Capital Markets’ open offer process centers on a 26% offer for up to 3,90,06,240 shares at ₹1 per share, triggered by a March 10, 2026 SPA that took acquirers to 24.98%. The company has set September 28, 2026 as the record date, and disclosed RBI approval via a BSE announcement dated September 24, 2026. The next concrete checkpoints for shareholders are the offer communications and the final schedule as carried through the formal open offer documentation.