Rishabh Digha faces control change in Rs 19.16 crore deal

Rishabh Digha Steel & Allied Products Limited is set to undergo a control change after SBA Infra Projects Private Limited agreed on October 29, 2026 to acquire 74.31% for Rs 19.16 crore at Rs 47 per share. SBA Infra Projects has also launched a Rs 6.63 crore cash open offer for Rishabh Digha’s remaining 25.69% public shareholding.

What stake is SBA Infra Projects acquiring in Rishabh Digha?

SBA Infra Projects is acquiring 40,76,701 Rishabh Digha shares, representing 74.31% of voting share capital, from eight promoter and promoter-group sellers under a Share Purchase Agreement, or SPA, dated October 29, 2026. The agreed price is Rs 47 per share, producing total consideration of Rs 19.16 crore. SBA Infra Projects held no Rishabh Digha shares before entering the SPA.

The sellers are Kumud Ashok Mehta, Ashok Maganlal Mehta, Yash Ashok Mehta, Ashok Maganlal Mehta Hindu Undivided Family, Saurabh Bharatbhai Mehta Hindu Undivided Family, Namrata Saurabh Mehta, Digha Steel Industries Private Limited and Dhan Financial Services Private Limited. Digha Steel Industries is selling 23.49% and Dhan Financial Services is selling 23.03%, meaning the two entities account for 46.52% of Rishabh Digha’s voting capital.

SBA Infra Projects paid Rs 95.80 lakh as earnest money on October 29, 2026 and is to pay the remaining Rs 18.20 crore on or before December 9, 2026. The sellers’ signed delivery instruction slips are held by Mark Corporate Advisors Private Limited, the manager to the offer, while the SPA shares are to be transferred from the sellers’ demat accounts to SBA Infra Projects’ demat account.

How does the Rishabh Digha open offer work?

SBA Infra Projects is offering to acquire up to 14,09,699 Rishabh Digha shares at Rs 47 each in cash, equal to all 25.69% held by public shareholders. The offer’s maximum consideration is Rs 6.63 crore. It covers 25.69% rather than the usual 26% minimum because Rishabh Digha’s total public shareholding is only 25.69%.

The offer is not subject to a minimum acceptance condition, and valid tenders above 14,09,699 shares would be accepted on a proportionate basis. SBA Infra Projects deposited 100% of the Rs 6.63 crore maximum consideration in a cash escrow account with Yes Bank Limited, with the escrow banker confirming the deposit on November 4, 2026. The acquirer says it will fund the offer from its own resources, without bank or financial-institution borrowings.

The Rs 47 offer price matches the negotiated SPA price and exceeds the Rs 39.09 per-share fair value stated in a valuation report dated October 29, 2026. Rishabh Digha shares are classified as infrequently traded on BSE Limited, where 2,26,723 shares changed hands in the 12 months from October 2025 to September 2026, equivalent to 4.13% of the average listed shares.

Public shareholders, including holders of physical shares, may participate through the BSE acquisition window during the tendering period. Shareholders must place orders through their stockbrokers, with a lien marked on tendered dematerialised shares; accepted quantities will be debited after finalisation, while liens on unaccepted shares will be released.

When will Rishabh Digha shareholders know the outcome?

Rishabh Digha’s tendering period is scheduled to begin on December 23, 2026 and close on January 6, 2027, with payment for accepted shares expected by January 20, 2027. These dates are indicative and may change if approvals or regulatory processes require revised timelines. The detailed public statement was published on November 5, 2026 after the October 29, 2026 public announcement.

The draft letter of offer is due to be filed with the Securities and Exchange Board of India, or SEBI, by November 13, 2026. The identified date is December 9, 2026, and the letter of offer is scheduled for dispatch by December 16, 2026. Rishabh Digha’s committee of independent directors is scheduled to publish its recommendation by December 18, 2026.

December 21, 2026 is the last scheduled date for revising the offer price or number of shares, while December 22, 2026 is the planned public announcement for the offer opening. All eligible registered and unregistered public shareholders may tender during the offer period, including those acquiring Rishabh Digha shares after the identified date, subject to the offer procedure.

If all public shareholders tender and their shares are accepted, SBA Infra Projects would hold all 54,86,400 Rishabh Digha shares. SBA Infra Projects has stated it does not intend to delist Rishabh Digha. If public ownership falls below the required 25%, it has undertaken to reduce non-public ownership to 75% within 12 months through permitted routes.

Will SBA Infra Projects change Rishabh Digha’s business?

SBA Infra Projects has stated that it has no current plan to make major changes to Rishabh Digha’s existing business other than in the ordinary course. However, it may diversify Rishabh Digha into infrastructure after obtaining prior shareholder approval, and it may reorganise Rishabh Digha’s capital structure. The stated objective of the transaction is substantial acquisition of voting rights and control over management.

SBA Infra Projects was incorporated in October 2020 and changed its name from S.B.A Realtors & Developers Private Limited in August 2025. Its stated business scope includes roads, highways, bridges, buildings, water and sewage systems, irrigation, railways, metro systems, airports, ports, power plants and industrial parks under engineering, procurement and construction, build-operate-transfer, build-own-operate-transfer and public-private partnership models.

Rishabh Digha reported total revenue including other income of Rs 2.19 crore for the year ended March 31, 2026, compared with Rs 2.28 crore in the prior year. Profit rose to Rs 37.27 lakh from Rs 6.09 lakh over the same period. For the three months ended June 30, 2026, Rishabh Digha reported revenue of Rs 28.17 lakh and profit of Rs 18.12 lakh.

SBA Infra Projects reported audited revenue including other income of Rs 93.42 crore and profit of Rs 1.69 crore for the year ended March 31, 2026. Its unaudited revenue for the six months ended September 30, 2026 was Rs 26.73 crore, with profit of Rs 81.36 lakh. Its net worth increased from Rs 3.36 crore at March 31, 2026 to Rs 14.18 crore at September 30, 2026.

Conclusion

The proposed transaction would transfer Rishabh Digha’s management and control from the current promoter and promoter-group sellers to SBA Infra Projects through a Rs 19.16 crore purchase of 74.31%. The related Rs 6.63 crore offer gives public shareholders an opportunity to tender at the same Rs 47 per-share price, while full acceptance would result in SBA Infra Projects owning 100% of Rishabh Digha.

The next disclosed dates are the November 13, 2026 filing deadline for the draft letter of offer, the December 18, 2026 independent-directors recommendation and the December 23, 2026 start of tendering. Investors will also need to watch whether SBA Infra Projects seeks shareholder approval for infrastructure diversification or capital restructuring, and whether it must restore Rishabh Digha’s public float within 12 months.