RGF Capital Markets Limited is a Kolkata-based **Non-Banking Finance Company (NBFC)** registered with the **Reserve Bank of India (RBI)** under Section **45IA** of the RBI Act, 1934 (Registration No. **05.00255**). The company is currently undergoing a transformative shift in ownership and capitalization, pivoting from a period of minimal operational activity toward an aggressive expansion strategy under new leadership. ### Strategic Pivot: Change in Control and Management The company is in the midst of a significant transition following a **Share Purchase Agreement (SPA)** executed on **March 10, 2026**. A group of nine acquirers, led by **Mr. Nishad Jitendra Shah** and including entities such as **Rocksolid Investments** and **Trupti Management Consultancy Private Limited**, is seeking to take a controlling interest. * **Acquisition Stake:** The group is acquiring **24.98%** of existing equity (3,74,69,556 shares) via the SPA at **₹0.82 per share**. * **Mandatory Open Offer:** To comply with SEBI regulations, the acquirers have launched an offer for an additional **26.00%** (3,90,06,240 shares) from public shareholders at **₹1.00 per share**. * **Leadership Transition:** Upon completion and **RBI approval**, **Mr. Nishad Jitendra Shah** and **Ms. Rajshree Nishad Shah** are slated to join the Board, replacing the current management led by Managing Director **Sagar Mal Nahata**. * **Promoter Reclassification:** Post-transaction, entities including **Finharbour Fintech Private Limited** and **Rocksolid Properties** will be classified under the **Promoter Group**. ### Capital Expansion and Funding Roadmap To facilitate its growth objectives, the company has authorized a massive expansion of its financial base. The incoming management intends to shift the company from a lean, low-revenue entity to a well-capitalized lender. | Metric | Current Status | Proposed/Target | | :--- | :--- | :--- | | **Authorized Share Capital** | **₹15.50 Crore** | **₹70.00 Crore** | | **Paid-up Equity Capital** | **₹15.00 Crore** | **₹15.00 Crore (Pre-Warrant)** | | **Preferential Warrant Issue** | N/A | **50,00,00,000 Warrants** | | **Issue Price per Warrant** | N/A | **₹1.00** | | **Total Capital to be Raised** | N/A | **₹50.00 Crore** | **Utilization of Proceeds:** * **Onward Lending & Financing:** **₹38.5 Crore** (Targeted for deployment within **24 months**). * **General Corporate Purposes:** **₹11.5 Crore**. ### Core Business Segments and Market Positioning RGF Capital Markets operates exclusively in the **Non-Banking Financial Services** segment. It positions itself as a flexible alternative to organized banking, catering to commercial, industrial, and individual clients. * **Lending Services:** Provision of inter-corporate loans, personal loans, and working capital financing. * **Secured Financing:** Specialization in **Loan Against Shares (LAS)**, **Loan Against Properties (LAP)**, and collateralized lending against securities. * **Market Operations:** Trading in equity shares, margin funding, and stock/commodity arbitrage to optimize liquidity. * **Target Markets:** While currently focused on corporate clients in urban hubs, the strategy includes expanding into untapped rural markets and meeting the rising credit demand among individual consumers. ### Financial Performance and Asset Structure The company’s recent financial history reflects a period of stagnation, with minimal revenue and a focus on maintaining liquidity rather than active lending. | Particulars (₹ in Lakhs) | FY 2024-25 (Audited) | FY 2023-24 (Audited) | | :--- | :--- | :--- | | **Total Income / Gross Revenue** | **13.34** | **0.11** | | **Net Profit (PAT)** | **0.02** | **0.09** | | **Cash & Cash Equivalents** | **411.00** | **385.00** | | **Dematerialization Level** | **100%** | **100%** | * **Liquidity:** The company maintains a stable cash position of **₹4.11 crore**. * **Dividend Policy:** Due to accumulated losses and minimal profits, no dividends have been recommended. * **Operational Structure:** The company currently operates **without a branch network**, which management identifies as a primary constraint to geographic expansion. ### Risk Factors and Regulatory Challenges Investors should note significant historical and transitional risks associated with the company. **1. Regulatory Non-Compliance and Penalties** * **Exchange Penalties:** The **Calcutta Stock Exchange (CSE)** levied penalties of **₹90,30,540** for violations between **FY 2021 and FY 2026**, including failures in corporate governance reporting. * **Trading Suspensions:** Shares were suspended from **May 2021** to **November 2023** due to non-compliance with **Regulation 17(1)**. * **Data Gaps:** Due to the **RBI's** transition to the **CIMS Portal**, the company cannot confirm compliance for filings made prior to **September 2023**. **2. Litigation and Outstanding Demands** The company and its proposed promoters are involved in several legal and tax disputes: * **Income Tax Demands:** The company has pending demands of **₹37,98,155**. * **Promoter Group Disputes:** Associated entities **Buddleia Traders** and **Synosy Automotive** face disputed tax claims totaling over **₹9 crore**. * **Acquirer Litigation:** Lead acquirer **Nishad Shah** faces a pending criminal complaint regarding the **Minimum Wages Act** and a legal notice regarding a **₹7.12 lakh** claim from PNB MetLife. **3. Transactional Risks** * **Public Shareholding:** Post-Open Offer, public shareholding may fall below the mandatory **25%**. Correcting this to comply with **SEBI Regulation 38** could create downward pressure on the share price. * **Proportionate Acceptance:** If the Open Offer is oversubscribed, shares will be accepted on a proportionate basis, offering no guarantee of full exit for shareholders. ### Future Outlook and Growth Strategy The incoming management aims to transform RGF Capital Markets into a "diversified service portfolio under one umbrella." Key pillars of the growth strategy include: * **Operational Restructuring:** Streamlining management contracts and potentially disposing of non-core assets to improve capital efficiency. * **Brand Building:** Implementing initiatives to establish brand recognition to compete with larger, established NBFCs and private banks. * **Strategic Partnerships:** Exploring joint ventures and new market entries to scale the lending book rapidly once the **₹50 crore** capital infusion is complete.