Rishabh Digha Steel: SBA Infra to Buy 74.31% Stake

Rishabh Digha Steel and Allied Products Limited is set to undergo a change in control after SBA Infra Projects Private Limited agreed on October 29, 2026, to acquire 74.31% of its voting capital through a promoter share purchase agreement. The transaction also triggered an open offer for up to 25.69% of the company’s shares held by public investors.

What is SBA Infra Projects buying in Rishabh Digha Steel?

SBA Infra Projects Private Limited has agreed to purchase 40,76,701 equity shares of Rishabh Digha Steel from the existing promoter group. These shares represent 74.31% of the company’s voting share capital, according to the takeover-related disclosures provided in the source material.

The reported consideration for the promoter stake is ₹19.16 crore, with multiple source extracts stating a price of ₹47 per share. The seller group includes existing promoters such as Kumud Ashok Mehta, Ashok Maganlal Mehta and associated entities including Digha Steel Industries Private Limited. Following completion, the selling promoters are expected to be declassified from the promoter category and SBA Infra is expected to become the new promoter.

SBA Infra had no pre-transaction holding in Rishabh Digha Steel, according to the reported transaction details. The acquisition is therefore intended to transfer both control and management of the listed company to the acquirer rather than increase an existing holding.

Why has an open offer been made to public shareholders?

The open offer was triggered because the proposed promoter-share purchase gives SBA Infra control of Rishabh Digha Steel. The offer seeks to acquire up to 14,09,699 fully paid-up equity shares, representing the entire 25.69% public shareholding cited in the disclosures.

The transaction is reported to be governed by Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. These provisions apply when an acquirer crosses prescribed ownership or control thresholds in a listed company.

The offer is not conditional on a minimum level of shareholder acceptance. That means the control acquisition from promoters can proceed irrespective of the number of shares tendered by public shareholders, subject to the terms and regulatory processes applicable to the transaction.

What are the reported offer terms and timeline?

The primary transaction summaries in the supplied material state that the open offer price is ₹47 per share and that the maximum cash consideration is ₹6.63 crore. At the stated offer size of 14,09,699 shares, this consideration broadly corresponds with the reported ₹47 per-share price.

The source material also states that SBA Infra was due to issue a Detailed Public Statement by November 5, 2026. The statement is expected to set out the offer timetable, procedural requirements and tendering process. Shareholders were advised in the source material to follow official exchange filings for the final schedule.

Are all reported transaction prices consistent?

No. Most of the supplied transaction summaries report a ₹47 per-share acquisition and open-offer price, along with promoter-stake consideration of ₹19.16 crore and open-offer consideration of ₹6.63 crore. Those figures are internally consistent with the stated share counts.

However, one separate extract in the source material lists ₹247, ₹747 and ₹847 per-share figures, alongside a maximum open-offer consideration of ₹26.63 crore. These figures conflict with the other reported disclosures and with the ₹19.16 crore promoter-acquisition consideration. The supplied material does not explain the discrepancy.

For this reason, investors should rely on the public announcement, detailed public statement, letter of offer and stock-exchange filings to verify the final offer price and transaction terms. The information provided indicates that a letter of offer related to the takeover was posted on November 2, 2026, but its text was not included in the supplied material.

What does Rishabh Digha Steel’s cash flow show before the takeover?

Rishabh Digha Steel reported negative cash from operations of ₹0.639 crore for the financial year ended March 31, 2026. This followed negative operating cash flow of ₹0.872 crore for the year ended March 31, 2025, based on the cash-flow figures in the source material.

The company’s operating cash flow had improved sharply to ₹10.723 crore in the financial year ended March 31, 2024, after positive operating cash flow of ₹0.054 crore in the year ended March 31, 2023. The subsequent return to negative cash generation in the two latest periods is relevant context for investors assessing the company during the ownership transition.

How does the transaction affect shareholders and the company?

Public shareholders have a stated exit route through the mandatory open offer, subject to the final terms and timetable disclosed through the regulatory process. Since the offer covers 25.69% of voting capital, it corresponds to the reported public float rather than the standard 26% benchmark commonly associated with open offers.

For the company, the main immediate change is the planned transfer of control from the existing promoter group to SBA Infra. The supplied disclosures do not set out any post-acquisition business strategy, capital plan, board changes or operational targets. As a result, no conclusions can be drawn from the available information about future operations or financial performance.

Conclusion

The reported agreement would transfer 74.31% control of Rishabh Digha Steel to SBA Infra and provides for an open offer covering the remaining 25.69% public holding. The transaction is significant because it changes the company’s promoter ownership while its latest reported operating cash flow remained negative at ₹0.639 crore for the year ended March 31, 2026.

The next disclosed milestone is the Detailed Public Statement due on or before November 5, 2026. Investors should watch the official statement and subsequent letter of offer for the confirmed offer price, tendering schedule and resolution of the conflicting price figures contained in the supplied reports.