R.S. Software (India) Ltd

Board decisions and results

• Board approved audited standalone and consolidated financial results for quarter ended 30 June 2026; reports unmodified.
• Internal Auditor appointed: M/s Deoki Bijay & Co., effective 1 August 2026, replacing M/s Chaturvedi & Partners.
• Auditors' reports provided with unmodified opinions; results prepared per Schedule III of Companies Act 2013.
• Standalone revenue from operation Rs 588.49 lakh; total revenue Rs 589.84 lakh for quarter.
• Profit before tax (standalone) negative Rs 754.13 lakh; basic earnings per share -2.92.
• Consolidated net loss after tax of Rs 748.20 lakh; basic EPS -2.91.
• Equity and capital structure: share capital Rs 1,291.56 lakh; other equity Rs 3,227.10 lakh.
• Leases and borrowings: non-current borrowings Rs 948.46 lakh; lease liabilities Rs 1,388.06 lakh.
• Board meeting held 22 July 2026; Kolkata as registered office.
• Segment revenue: USA 55.46 lakh; ROW 533.03 lakh; total 588.49 lakh.

Financial highlights

• Standalone FY25-26 revenue ₹25.16 crore; standalone loss ₹29.93 crore.
• Consolidated FY25-26 loss ₹28.51 crore.
• Revenue declined from ₹57.86 crore (FY24-25) to ₹25.16 crore.
• Net capital employed fell from ₹81.85 crore to ₹52.80 crore.
• No dividend declared for FY2025-26.
• Net cash from operating activities negative at ₹8.48 crore.
• Equity share capital ₹12.91 crore; authorized capital ₹45 crore.

Operations by segment & geography

• Segment A (USA) revenue ₹9.76 crore; Segment B (ROW) ₹15.38 crore.
• Total segment revenue ₹25.13 crore for FY26.
• One customer accounted for over 10% of revenue.
• Geography: USA and ROW; India activity included in ROW.
• FY26 traction across geographies; pipeline expected to translate into revenue.

AI & product strategy

• RS IntelliEdge evolving into trust intelligence platform with pre-authorization scoring.
• RS DigitalEdge enables multi-rail orchestration and real-time routing.
• Payabbhi enhances intelligent acceptance and acquiring capabilities.
• RS Bill@Edge enables end-to-end bill presentment and automated reconciliation.
• RAG PoC demonstrates indigenous AI knowledge access for decision support.
• FY27 focus: multi-agent AI, autonomous agents, self-healing platforms.

Capital structure & liquidity

• Equity share capital ₹12.91 crore; authorized ₹45 crore.
• Borrowings from subsidiary ₹5.53 crore.
• Cash and cash equivalents year-end ₹1.81 crore.
• ESOPs: 805,001 granted; 122,893 exercised; 100,000 granted Sep 2025.
• No dividend; earnings retained within the company.
• Intercompany licenses/licensing arrangements link Payabbhi to RS Software.

Subsidiaries & related party transactions

• Wholly owned subsidiary: Responsive Solutions, Inc. (USA) 100%.
• Paypermint Private Limited (India) 80.3% equity stake.
• Fees: RS to Responsive Solutions ₹308.56 lakh; to Paypermint ₹328.29 lakh.
• Borrowing from subsidiary: ₹552.89 lakh; interest paid to subsidiary ₹5.95 lakh.
• Paypermint license rights licensed to RS Software for global deployment.
• Intercompany balances and fees disclosed in annual report.

Governance, risk, CSR & controls

• Board: 6 directors; 2 independent; committees include Audit, Nomination & Remuneration, Stakeholders.
• Audit Committee met 4 times; governance framework aligned to SEBI/LODR.
• CSR spend: ₹50 lakh; CSR policy published; excess amount eligible for set-off.
• Secretarial audit highlighted delays in board outcome disclosures; management responses provided.
• Code of conduct and insider trading policies in place; CEO/CFO certification provided.
• Internal controls: adequate and operating; risk management framework reviewed periodically.

Outlook & strategic priorities

• Payments landscape shifting to AI-native, real-time, multi-rail orchestration.
• ISO 20022 adoption accelerated; payments data enablement and interoperability focus.
• RS Software aims to convert robust pipeline into tangible revenue growth.
• Strengthen partnerships and global footprint; expand Go-To-Market in North America, Europe, and India.
• Continued investment in AI-led product innovation and engineering excellence.

Financial performance

• Standalone revenue ₹2,513.84 Lakhs; stand-alone PAT loss ₹2,940.75 Lakhs.
• Consolidated revenue ₹2,560.47 Lakhs; consolidated PAT loss ₹2,859.16 Lakhs.
• FY26 revenue declined due to longer sales cycles; losses widened amid product/ GTM investments.
• Standalone PBT ₹-2,992.81 Lakhs; Consolidated PBT ₹-2,850.64 Lakhs.
• Standalone EPS ₹-11.38; Consolidated EPS ₹-10.87.

Capital structure & liquidity

• Equity share capital ₹1,291.56 Lakhs; 25.831 million shares; authorized ₹4,500 Lakhs.
• Promoters hold 39.46% (Rajnit Jain) and 39.08% (RS Software India Ltd).
• Borrowings from subsidiary ₹552.89 Lakhs; lease liabilities total ₹1,413.61 Lakhs (non-current).
• ESOP 2025: 8.05 lakh options; 1.23 lakh exercised; 1.00 lakh granted Sept 2025.
• Closing cash and cash equivalents ₹180.72 Lakhs (standalone).
• Dividend for FY2025-26 not recommended.

Products & innovation

• AI-first transformation: AI embedded across RS IntelliEdge, RS DigitalEdge, Payabbhi, RS Bill@Edge.
• RS IntelliEdge: pre-transaction risk, explainable AI, identity-centric intelligence.
• RS DigitalEdge: real-time multi-rail orchestration and routing optimization.
• Payabbhi: AI-driven intelligent acceptance and acquiring.
• RS Bill@Edge: end-to-end bill presentment, payments, reconciliation with AI.
• RS Payments Innovation Lab: AI-enabled product innovation; RAG PoC for internal knowledge.

Business strategy & markets

• Shifting from services to product-led, AI-native payments; multi-rail orchestration at scale.
• Uplift of NPCI platforms UPI, BBPS, EFRM; strengthening National Payments Stack.
• Global expansion across US, Canada, India; Copenhagen Fintech partnership; stronger alliances.
• Marketing focus on global brand; LinkedIn followers ~54,000; ~81% growth; digital engagement rising.

Governance & leadership

• Board of six with two promoters; four Independent Directors.
• Rajnit Rai Jain proposed for re-appointment as MD & CEO for 3 years from Oct 1, 2026; USD 200k annual cost.
• ESOP 2025 approvals; 1,00,000 options granted; 1,22,893 exercised earlier; 8,05,001 total granted.
• AGM planned via VC/OAVM on 23 July 2026; remote e-voting from July 20-22, 2026.
• Statutory auditor unqualified; Secretarial auditor notes and NSE penalty paid; governance controls acknowledged.

Dividends & shareholding

• No dividend declared for FY2025-26.
• Registrar & Transfer Agent shifted to MUFG Intime India Private Limited after CB Management merger.
• Shareholding pattern: Rajnit Jain 39.46%; RS Software India Ltd 39.08%.

Risks & outlook

• Major risks include growth/competition, product-market fit, talent, financial, and regulatory risk.
• Mitigations: niche focus, partnerships, MVP-driven iterations, and AI-enabled product innovation.
• Outlook: revenue traction expected as investments mature; strong pipeline supports international scaling.

Audits & internal controls

• Statutory auditors: M/s Chaturvedi & Co; unqualified; audit fees ₹9.85 Lakhs.
• Secretarial audit: MR & Associates; delay in board outcome disclosures; management responses provided.
• CEO/CFO certification confirms internal controls over financial reporting; processes deemed adequate.
• CSR expenditure ₹50 Lakhs; CSR obligation ₹5.53 Lakhs; excess ₹44.47 Lakhs set off against future years.

Meeting Details

• Board meeting scheduled for May 7, 2026, at 11:30 AM

Key Agenda Items

• Approval of audited financial results for quarter and year ending March 31, 2026