RBI Approves RGF Capital Markets Management Overhaul as Nishad Jitendra Shah Takes Helm as MD — October 5, 2026

Kolkata-headquartered non-banking financial company (NBFC) RGF Capital Markets Limited has executed an overhaul of its leadership and board of directors following formal approval from the Reserve Bank of India (RBI). Under the revised leadership structure, Nishad Jitendra Shah has been appointed Managing Director and Chairman for a term of five years, effective October 5, 2026.

The regulatory clearance from the banking regulator, issued on September 24, 2026, facilitates the broader transfer of management control to the Nishad Jitendra Shah-led investor consortium.

Sweeping Board and Executive Restructuring

Consequent to the change in control, Sagar Mal Nahata stepped down from his executive positions as Managing Director, Director, and Chief Financial Officer (CFO). In his place, the company inducted several key executives and independent directors:

• Mit Gandhi has been appointed as the company's new Chief Financial Officer.
• Rajshree Nishad Shah joins the board as a Non-Executive Director representing the promoter category.
• Amar Chokshi has been inducted as an Independent Director and designated as the Chairperson of both the Audit Committee and the Nomination & Remuneration Committee (NRC).

Open Offer and Acquisition Details

The leadership overhaul stems from a change-of-control transaction under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Nishad Jitendra Shah-led consortium—which comprises nine entities and individuals, including 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—initiated an open offer to acquire up to 3,90,06,240 equity shares.

This open offer represents a 26.00% voting stake held by public shareholders at a face value of ₹1 per share.

Key Transaction Parameters:

• Offer Price: ₹1.10 per equity share, which includes a base price of ₹1.00 and an interest component of ₹0.10 per share attributable to statutory approval timelines.
• Total Offer Size: ₹4,29,06,864, assuming full acceptance by public shareholders, backed by an escrow arrangement held with Kotak Mahindra Bank.
• Tendering Window: Opens on October 13, 2026, and concludes on October 27, 2026.
• Transaction Intermediaries: Kunvarji Finstock Private Limited is acting as the manager to the open offer, while Bigshare Services Private Limited serves as the registrar.

Relevance for Public Shareholders

Registered as an investment and credit company, RGF Capital Markets operates as an NBFC listed on both the BSE and the Calcutta Stock Exchange. For public investors, the completion of the RBI clearance cycle and the transition of day-to-day governance to the new promoter group paves the way for the open offer window opening in mid-October. The reconstitution of the audit and governance committees under independent oversight also marks a structural revamp aimed at steering the company’s capital allocation and credit deployment under new leadership.

Tags: RGF Capital Markets Reserve Bank of India NBFC BSE Kunvarji Finstock Mergers and Acquisitions