RSC International Limited disclosed the outcomes of its Board of Directors meeting held on July 16, 2026, from 7:00 PM to 8:00 PM IST. The board approved several significant corporate actions requiring shareholder approval.

Key Board Approvals:

1. Authorized Share Capital Increase

  • Approved increasing authorized share capital from ₹7,00,00,000 (Rupees Seven Crores Only) divided into 70,00,000 equity shares of ₹10 each to ₹24,00,00,000 (Rupees Twenty Four Crores Only) divided into 2,40,00,000 equity shares of ₹10 each
  • Subject to shareholder approval as required under Regulation 30 of SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • Requires amendment to Clause V of the Memorandum of Association

2. Acquisition of FA Wizard Private Limited

  • Approved acquisition of 51.00% equity stake in FA Wizard Private Limited (FAWPL)
  • Acquisition of 5,48,267 equity shares of ₹10 each
  • Total consideration: ₹2,069.10 lakh (₹20.69 crore)
  • Consideration method: Share swap (non-cash)
  • Issue of 62,70,008 equity shares at ₹33 per share (including premium of ₹23 per share) to shareholders of target company
  • Target company details:
  • Incorporated: November 2, 2020
  • Business: Technology-driven retail lending distribution platform
  • Financial performance:
  • FY 2025-26: ₹15,520.56 lakh turnover (provisional and unaudited)
  • FY 2024-25: ₹5,051.29 lakh turnover
  • FY 2023-24: ₹3,025.16 lakh turnover
  • Not a related party transaction
  • No governmental or regulatory approvals required
  • Expected completion within 2 months

3. Preferential Equity Issue

  • Approved issuance of up to 18,00,000 equity shares of ₹10 each at ₹33 per share
  • Aggregate consideration: ₹5,94,00,000 (₹5.94 crore)
  • To persons forming part of non-promoter public category
  • Subject to shareholder and stock exchange approval
  • Allottees and their proposed holdings:
  • Kamal Jagdish Gupta: 6,00,000 shares (post-issue holding: 15,86,160 shares, 6.66%)
  • Sonal Kamal Gupta: 6,00,000 shares (post-issue holding: 14,81,160 shares, 6.22%)
  • Rachit Kamal Gupta: 6,00,000 shares (post-issue holding: 13,62,419 shares, 5.72%)

4. Convertible Warrants Issue

  • Approved issuance of up to 1,00,00,000 convertible warrants at ₹33 per warrant
  • Aggregate consideration: ₹33,00,00,000 (₹33 crore)
  • To non-promoter public category
  • Warrants convertible into equal number of equity shares of ₹10 each at ₹33 per share
  • Conversion period: Within 18 months from allotment date
  • Payment terms: 25% payable at allotment, balance 75% payable at conversion
  • Allottees and their proposed holdings:
  • Priyanshi Laltaprasad Dubey: 25,00,000 warrants (post-conversion holding: 25,00,000 shares, 10.50%)
  • Divya Deven Pathak: 25,00,000 warrants (post-conversion holding: 25,00,000 shares, 10.50%)
  • Sharda Subhashchandra Bhat: 25,00,000 warrants (post-conversion holding: 25,00,000 shares, 10.50%)
  • Joshi Anura Satyam: 25,00,000 warrants (post-conversion holding: 48,06,127 shares, 20.18%)

5. EGM Arrangements

  • Approved draft notice of Extraordinary General Meeting (EGM)
  • EGM scheduled for August 13, 2026
  • Appointed M/s. Agrawal Kushal & Associates, Practicing Company Secretary as scrutinizer for e-voting results and EGM proceedings

Financial Impact

  • Total equity dilution: 80,70,008 shares from acquisition and preferential issue
  • Potential additional dilution: 1,00,00,000 shares from warrant conversion
  • Total capital raising potential: ₹58.69 crore (₹20.69 crore from acquisition share swap + ₹5.94 crore from preferential issue + ₹33 crore from warrants)

Corporate Structure Impact

Post-all transactions and full conversion, the share capital would increase significantly from the current authorized capital of ₹7 crore to ₹24 crore, with substantial changes to the shareholder pattern among non-promoter public category investors.