R K Swamy Ltd

R K Swamy Ltd: Trading Window closes from Oct 1, 2026 and remains closed up to 72 hours after the declaration of unaudited financial results for the quarter and half year ended Sep 30, 2026.

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.