RPSG Ventures Divests Entire CCPS Holdings in Three Entities via Share Purchase Agreements

RPSG Ventures Limited has disclosed, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that it entered into three Share Purchase Agreements (SPAs) on May 7, 2026, to sell its entire investment in three entities. The investments are held in the form of Compulsory Convertible Preference Shares (CCPS), which are to be converted into Equity Shares in a 1:1 ratio prior to the sale and transfer as stipulated under the respective SPAs.

Transaction Overview

The buyers across all three transactions are M/s. Veerendra Shivhare, M/s. Sangram Simha Datla, and M/s. Chaitanya Chakravarty Nallan (collectively referred to as the "Buyers"). The company has confirmed that the Buyers do not belong to the promoter, promoter group, or group companies of RPSG Ventures. The transactions are not classified as related party transactions, nor do they constitute a slump sale or amalgamation/merger.

Details of the Divestments

The divestment spans three portfolio entities, with a total of 5,810 CCPS being sold in each entity. The consideration for each entity and buyer is detailed below.

Incnut Digital Private Limited

Parameter: Details Total CCPS: 5,810 Total Consideration: Rs. 11.76 crore

Buyer: Number of CCPS Consideration (Rs. in Crore) Chaitanya Chakravarty Nallan 1,937 3.92 Sangram Simha Datla 1,937 3.92 Veerendra Shivhare 1,936 3.92 Total 5,810 11.76

Momjunction Private Limited

Parameter: Details Total CCPS: 5,810 Total Consideration: Rs. 0.61 crore

Buyer: Number of CCPS Consideration (Rs. in Crore) Chaitanya Chakravarty Nallan 1,937 0.205 Sangram Simha Datla 1,937 0.205 Veerendra Shivhare 1,936 0.20 Total 5,810 0.61

Incnut Stylecraze Private Limited

Parameter: Details Total CCPS: 5,810 Total Consideration: Rs. 0.15 crore

Buyer: Number of CCPS Consideration (Rs. in Crore) Chaitanya Chakravarty Nallan 1,937 0.05 Sangram Simha Datla 1,937 0.05 Veerendra Shivhare 1,936 0.05 Total 5,810 0.15

Regulatory Compliance

The disclosure was made by Sudip Kumar Ghosh, Compliance Officer of RPSG Ventures Limited, and was digitally signed on May 7, 2026. The intimation was filed with both the National Stock Exchange of India Limited and BSE Limited in accordance with Regulation 30 of the SEBI Listing Regulations. The company has confirmed that the transactions do not fall under the category of related party transactions, slump sales, or corporate restructuring events such as amalgamation or merger.

RPSG Ventures Limited has received a regulatory disclosure from its promoter group regarding substantial shareholding under SEBI regulations. Sanjiv Goenka, the company's promoter, filed a combined declaration on behalf of family members forming part of the promoter group on April 2, 2026.

Regulatory Disclosure Details

The disclosure was made pursuant to Regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011. The filing was addressed to both stock exchanges - National Stock Exchange of India Limited and BSE Limited - along with the company's Audit Committee.

Promoter Group Shareholding Breakdown

The combined disclosure reveals the detailed shareholding pattern of the promoter group members in RPSG Ventures Limited:

Name of Person: Category No of Shares Sanjiv Goenka: Promoter 26,958 Shashwat Goenka: Promoter Group 22,281 Preeti Goenka: Promoter Group 5,044 Sanjiv Goenka HUF: Promoter Group 2,459 Avarna Jain: Promoter Group 100 Total: 56,842

Share Encumbrance Status

The promoter group confirmed that no encumbrance of shares was made, either directly or indirectly, during the financial year ended March 31, 2026. This declaration provides transparency regarding the promoter group's shareholding status and compliance with regulatory requirements.

Compliance and Transparency

The filing demonstrates RPSG Ventures Limited's commitment to regulatory compliance and stakeholder transparency. The disclosure ensures that investors and market participants have access to current information about the promoter group's shareholding pattern and any changes in their equity positions.

This regulatory filing comes as part of the company's ongoing compliance obligations under SEBI regulations, maintaining transparency in corporate governance and shareholding disclosures.

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