R K Swamy Ltd

AGM Details

• 53rd AGM held Aug 17, 2026 at 2:30 PM IST via VC/OAVM.
• AGM concluded at 4:08 PM IST.
• Quorum: 59 members attended via VC.
• Cut-off date for voting rights: Aug 10, 2026.

Key Resolutions

• Resolution 1: Adopt standalone financial statements for FY ended Mar 31, 2026.
• Resolution 2: Adopt consolidated financial statements for FY ended Mar 31, 2026.
• Resolution 3: Declare final dividend of Rs 2 per equity share.
• Resolution 4: Re-appoint Sangeetha Narasimhan on rotation.
• Resolution 5: Appoint Mr. Ramesh Narayan as Non-Executive Independent Director.

Voting Results

• Resolution 1: Passed; in-favour 99.9995%, abstained 1 member (500 shares).
• Resolution 2: Passed; in-favour 99.9995%, abstained 1 member.
• Resolution 3: Passed; in-favour 99.9995%, abstained 1 member.
• Resolution 4: Passed; in-favour 99.9993%, abstained 1 member.
• Resolution 5: Passed; in-favour ~99.9996%, abstained 1 member.

Dividend

• Final dividend of Rs 2 per equity share (40%) approved.

Director Changes

• Re-appointment of Sangeetha Narasimhan on rotation.
• Appointment of Mr. Ramesh Narayan as Non-Executive Independent Director.

Auditors

• No auditor appointments or changes disclosed.

Other Material Approvals

• No other material business approved at the AGM.

AGM Details

• AGM held on 17 August 2026 at 2:30 PM IST via VC/OAVM.
• Concluded at 4:08 PM IST.
• Quorum: 59 members attended via VC.
• Notice convening AGM dated 19 May 2026.

Resolutions & Voting

• Ordinary: Adopt standalone financial statements for year ended March 31, 2026; passed.
• Ordinary: Adopt audited consolidated financial statements for year ended March 31, 2026; passed.
• Special: Appointment of Mr. Ramesh Narayan as Non-Executive Independent Director; passed.
• Ordinary: Re-appoint Mrs. Sangeetha Narasimhan (DIN 07050848) on rotation; passed.
• Ordinary: Declare final dividend of Rs 2 per equity share; passed.

Dividend

• Final dividend of Rs 2 per equity share (40% of face value Rs 5) approved.

Director Changes

• Re-appointment of Mrs. Sangeetha Narasimhan on rotation; approved.
• Appointment of Mr. Ramesh Narayan as Non-Executive Independent Director; approved.

Auditors & Governance

• No auditor appointments or changes announced; statutory/secretarial auditors attended.
• Scrutinizer's report and results recorded in AGM proceedings.

Issue Overview

• IPO of equity shares; issue size disclosed; no revision or undersubscription reported.
• Main objectives: fund working capital, DVCP Studio, IT infra, CEC/CATI, and general corporate purposes.

Utilisation of Proceeds

• Working capital fully utilised; no idle funds.
• DVCP Studio: no utilisation in quarter; 109.85 unutilised; premises finalising; extension to 2029.
• IT infrastructure: partially utilised; 143.06 utilised to date; 190.36 unutilised; extension to 2029.
• CEC/CATI: partially utilised; 85.86 utilised; 131.50 unutilised; premises finalisation ongoing.
• GCP: fully utilised; 0 unutilised; utilisation completed by Sep-2024.
• Total unutilised funds: 431.71; parked in fixed deposits and monitoring account.

Governance and Compliance

• Deviation from objects: none reported.
• Board approval: extension of utilization period approved February 13, 2026.
• No material adverse events disclosed; approvals not explicitly detailed.

General Corporate Purpose (GCP)

• GCP utilised 362.62; fully utilised by Sep-2024; no sub-head breakdown provided.
• Board approval for allocation not explicitly reported.

Financial highlights

• Unaudited consolidated and standalone results for quarter ended June 30, 2026.
• Total income Rs 86 crore for quarter ended June 2026, up 7% YoY.
• Consolidated PBT Rs 4.6 crore, up 26% YoY.
• Management emphasizes margins through operational leverage and revenue growth.
• Strategic focus includes developing Brand and Marketing Consulting and expanding talent.
• New initiatives described as revenue-accretive to support targets.

Business overview

• Largest Indian majority-owned integrated marketing services provider.
• Offers single-window solutions across creative, media, data analytics and market research.
• Pan-India network with UAE and Bangladesh offices.
• Zero debt on balance sheet.

Operational highlights

• Q1 FY27 consolidated income Rs 85.81 crore, up 7% YoY.
• Q1 FY27 PBT Rs 4.55 crore, up 26% YoY.
• EBITDA Rs 10.92 crore; EBITDA margin 13%.
• PAT Rs 3.47 crore; PAT margin 4%.
• Digital content production at scale; DVCP studio planned to cut outsourcing costs.
• Geographic presence includes UAE and Bangladesh.

Financial performance

• Total income Rs 85.81 crore; gross margin Rs 52.63 crore.
• EBITDA margin 13%; PAT margin 4%.
• YoY growth: revenue +7%; PBT +26%; PAT +21%.
• FY26 base income Rs 352 crore; PBT growth 30%; EBITDA growth 32%.

Capital structure & liquidity

• Zero debt on balance sheet.
• No material debt or equity raises disclosed.

Strategic priorities & outlook

• Five growth pillars with modest investments to drive growth.
• Growth pillars: continue growth with existing clients and disciplines.
• Healthcare segment: innovative solutions.
• Brand & Marketing Consulting moving up the value chain.
• Multilingual digital content production scaled; DVCP studio planned.
• AI and technology efficiencies across disciplines.
• Fixed cost absorption to improve operating leverage.
• Revenue mix shifting toward higher-margin services.

Governance & leadership

• Company Secretary & Compliance Officer details provided.

IPO proceeds utilisation

• No deviation or variation in IPO proceeds utilisation for the reporting quarter.
• Mode of fund raising: IPO.
• Funds raised amount not disclosed.
• Status: partially utilised; remaining funds unutilised.
• Audit Committee reviewed and Board took note of no deviation.

Consolidated results

• Q1 FY27 consolidated: Revenue from operations ₹8,361.75 lakh; total income ₹8,580.86 lakh.
• EBITDA ₹1,092.36 lakh; PBT ₹454.66 lakh; PAT ₹346.51 lakh; EPS Basic ₹0.69.
• QoQ: revenue fell about 17%; PAT fell about 78% to ₹346.51 lakh.
• YoY: PAT up about 21% to ₹346.51 lakh versus ₹287.46 lakh in Q1 FY26.
• Single segment: Integrated Marketing Services; auditors' review reported unmodified.

Standalone results

• Q1 FY27 standalone: Revenue from operations ₹3,808.97 lakh; total income ₹4,041.69 lakh.
• EBITDA ₹551.03 lakh; PAT ₹216.61 lakh; EPS Basic ₹0.43.
• QoQ: standalone revenue declined about 19% to ₹3,808.97 lakh.
• YoY: standalone PAT up to ₹216.61 lakh from ₹134.16 lakh.
• Auditors' review: standalone results unmodified.

Approval of Q1 2026 unaudited financial results

• Board approved unaudited consolidated results for the quarter ended June 30, 2026.
• Board approved unaudited standalone results for the quarter ended June 30, 2026.
• Audit Committee reviewed results on August 11, 2026; Board approved on August 12, 2026.
• Auditors' review expressed an unmodified opinion on the quarter's results.
• Results to be uploaded on the company's website.

Nature & approvals

• Scheme of amalgamation approved by Boards; subject to statutory approvals.

Entities involved & relationship

• Transferor: Dsquare Solutions Private Limited, wholly-owned by Hansa Cequity.
• Transferee: Hansa Customer Equity Private Limited (Hansa Cequity), wholly-owned by RK Swamy.

Key terms & consideration

• No cash consideration; Dsquare share capital held by Hansa Cequity cancelled.

Shareholding impact

• No change in RK Swamy's shareholding; not applicable to the Company.

Rationale & objective

• Aims to improve control, economies of scale, and simplify ownership.

Business area

• Dsquare: CRM solutions using data analytics.
• Hansa Cequity: CRM, data analytics, digital marketing services.

Financials of entities

• Dsquare turnover Rs 203.98 lakh; net worth Rs 745.77 lakh.
• Hansa Cequity turnover Rs 9852.44 lakh; net worth Rs 5829.52 lakh.

Related party

• Related party transaction; between wholly-owned subsidiaries; exempt under Reg 23(5)(c).

Timeline & approvals

• Appointed Date: 1 April 2026; Board approvals obtained; subject to regulatory approvals.