Rishabh Digha offer targets 25.69% public shareholding stake

Rishabh Digha Steel & Allied Products Limited faces a Rs 47-per-share cash open offer for 25.69% of its voting capital after SBA Infra Projects Private Limited agreed on October 29, 2026 to acquire the promoter group’s 74.31% holding for Rs 19.16 crore. The combined transactions could tender the whole share capital to SBA, subject to listing-rule compliance.

What does the Rishabh Digha control deal involve?

Rishabh Digha’s control deal covers 40,76,701 equity shares, or 74.31% of voting capital, which SBA agreed to buy from eight promoter and promoter-group sellers at Rs 47 per share. The share purchase agreement, signed on October 29, 2026, values those sale shares at Rs 19.16 crore, and SBA held no Rishabh Digha shares before the agreement.

The two largest sellers are Digha Steel Industries Private Limited, with 12,88,724 shares or 23.49%, and Dhan Financial Services Private Limited, with 12,63,304 shares or 23.03%. SBA paid Rs 95.80 lakh, equal to 5% of the purchase consideration, as earnest money on October 29, 2026; the Rs 18.20 crore balance was due on or before December 9, 2026 for an off-market transfer.

How is the Rishabh Digha open offer structured?

Rishabh Digha public shareholders may tender up to 14,09,699 shares, representing 25.69% of voting capital, to SBA at Rs 47 per share in cash. The maximum open-offer consideration is Rs 6.63 crore, with no differential pricing and no minimum acceptance condition.

The offer was made under Regulations 3(1) and 4 of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011. It is not a competing offer, and SBA will accept valid tenders only up to the 14,09,699-share cap. If the offer is fully accepted in addition to the 74.31% agreement stake, SBA could acquire 100% of the company’s shares.

When can Rishabh Digha shareholders tender shares?

Rishabh Digha shareholders are scheduled to tender shares from December 23, 2026 through January 6, 2027. December 9, 2026 is the identified date for determining shareholders to whom the letter of offer will be sent, while the draft letter of offer is dated November 13, 2026.

The public announcement was made on October 29, 2026 and the detailed public statement was published on November 5, 2026 in Business Standard’s English and Hindi editions and Navshakti’s Mumbai edition. An independent-directors committee must publish its reasoned recommendation at least two working days before the tendering period starts, making that recommendation a disclosed pre-offer event.

What conditions could affect the Rishabh Digha transaction?

Rishabh Digha’s offer is unconditional, and the filing states that no statutory approvals were required as of the draft letter’s date. If an approval becomes applicable before the tendering period closes, SBA must apply for it and the offer may become subject to receipt of that approval.

The agreement provides for an off-market transfer after full payment, although SBA may elect an on-market route subject to exchange and settlement rules. In that event, the purchase price would be the actual exchange execution price, and the open-offer price would be revised to maintain parity but could not be below Rs 47 per share. A payment grace period could run to December 10, 2026, while a further mutually agreed extension would carry interest at 18% a year.

What changes does SBA plan for Rishabh Digha?

Rishabh Digha’s existing promoter and promoter-group sellers are expected to cease control after completion of the offer formalities and seek reclassification under Regulation 31A of the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulations, 2015. SBA is to become part of the promoter category, and the filing says board composition will change after closing in accordance with applicable law.

SBA states that it has no plan for major changes to Rishabh Digha’s existing business except in the ordinary course, but may diversify it into infrastructure with prior shareholder approval. It may also reorganise the capital structure. For two years after completion, SBA says it has no plan to sell, lease or encumber significant assets outside the ordinary course of business.

What financial information has SBA disclosed?

Rishabh Digha’s proposed acquirer reported revenue from operations of Rs 93.42 crore and profit after tax of Rs 1.69 crore for the financial year ended March 31, 2026. That compared with revenue of Rs 16.23 crore and profit after tax of Rs 68.43 lakh for the financial year ended March 31, 2025, showing higher reported revenue and profit in the later year.

SBA’s unaudited September 30, 2026 balance sheet showed short-term borrowings of Rs 28.34 crore, trade payables of Rs 74.43 crore and trade receivables of Rs 44.85 crore. It reported securities premium of Rs 498.36 crore and paid-up equity capital of Rs 17.43 lakh. SBA is unlisted and describes its business as infrastructure and civil-construction projects, including roads, bridges, water systems, railways and airports.

Conclusion

The Rs 19.16 crore agreement for 74.31% of Rishabh Digha and the Rs 6.63 crore offer for up to 25.69% establish a proposed transfer of control to SBA at Rs 47 per share. The outgoing promoter group would sell its entire stated holding, while SBA has disclosed no immediate major business change and no intention to delist Rishabh Digha.

The next dates disclosed are the December 9, 2026 identified date, the independent-directors committee recommendation at least two working days before tendering, and the December 23, 2026 to January 6, 2027 tendering period. If acceptances take public shareholding below 25%, SBA has undertaken to reduce non-public ownership to 75% within 12 months through permitted routes.