RGF Capital Markets Limited announced a comprehensive restructuring of its board and senior management following regulatory clearance from the Reserve Bank of India (RBI). The changes, effective October 5, 2026, mark a significant shift in the company's promoter group and operational leadership.

New Managing Director and Promoter Appointments

The Board approved the appointment of Mr. Nishad Jitendra Shah as Additional Director and Managing Director under the Chairman and promoter category. His tenure is set from October 5, 2026, to September 1, 2031, subject to shareholder approval. Concurrently, Mrs. Rajshree Nishad Shah was appointed as an Additional Non-Executive Director under the promoter category for the same period.

These appointments follow RBI approval dated September 24, 2026, regarding the proposed change in shareholding and management. Mr. Shah holds over 23 years of experience in banking and financial services, having worked with institutions such as Citigroup, Barclays Bank PLC, and Axis Bank Limited.

Executive Team Overhaul

In addition to directorial changes, the company refreshed its key managerial personnel:

• Mr. Mit Gandhi was appointed as Chief Financial Officer (CFO). He is a Chartered Accountant with over 15 years of experience in banking transformation and credit risk frameworks, formerly serving as Assistant Vice President at HDFC Bank Limited.
• Mr. Shivam Jayeshkumar Prajapati was appointed as Company Secretary & Compliance Officer. He is a qualified Company Secretary with expertise in SEBI regulations and corporate governance.
• Mr. Amar Chokshi joined as an Additional Non-Executive Independent Director for a five-year term. He is a Chartered Accountant with experience in finance, business structuring, and regulatory compliance.

Resignations and Committee Reconstitution

The transition involved the resignation of several key figures due to the change in management or personal reasons:

Following these exits, the Board reconstituted the Audit Committee and the Nomination & Remuneration Committee. Mr. Amar Chokshi will chair both committees, supported by Mr. Ajay Pratap Singh (Non-Executive Independent Director) and Mrs. Rajshree Nishad Shah (Non-Executive Director).

Governance Structure Post-Transition

The new governance framework places significant control within the newly appointed promoter family while introducing independent oversight through Mr. Chokshi. The immediate focus for the new management team will be integrating their operational strategies with the existing infrastructure, leveraging Mr. Gandhi’s background in digital transformation and credit underwriting to potentially streamline financial processes.

RGF Capital Markets Limited has finalized the open offer price at ₹1.10 per equity share, inclusive of interest, for the acquisition of a 26% stake by the Nishad Jitendra Shah-led consortium. The tendering period is scheduled to open on October 13, 2026, and close on October 27, 2026.

The open offer targets up to 3,90,06,240 equity shares of face value ₹1 each, representing 26.00% of the voting share capital held by public shareholders. Kunvarji Finstock Private Limited serves as the manager to the open offer, while Bigshare Services Private Limited acts as the registrar.

Offer Structure and Acquirers

The acquisition involves a consortium of nine acquirers, including individuals and corporate entities. The detailed public statement was published on March 17, 2026, followed by the draft letter of offer on March 24, 2026. The final Letter of Offer was dated September 29, 2026.

The acquirer group includes 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.

Regulatory Compliance and Timeline

This determination complies with Regulation 18(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011. The identified date is used solely to determine which shareholders will receive the Letter of Offer.

The offer price includes an interest component of ₹0.10 per share due to delays in receiving statutory approvals from the Reserve Bank of India (RBI). The RBI approval was received on September 24, 2026, leading to a revised timeline where interest accrues at 10% per annum for the delayed period.

Key Dates in Revised Schedule

• RBI Approval Received: September 24, 2026
• Letter of Offer Dispatch: October 6, 2026
• Offer Opens: October 13, 2026
• Offer Closes: October 27, 2026
• Payment Completion Deadline: November 11, 2026

Financial Arrangements

The total consideration payable under the open offer, assuming full acceptance, aggregates to ₹4,29,06,864. This amount comprises the base offer price of ₹3,90,06,240 and interest of ₹39,00,624. The acquirers have deposited the required escrow amount with Kotak Mahindra Bank to secure the obligations under the offer.