RPSG Ventures Ltd

Financial results approved

• Unaudited standalone and consolidated Q1 FY2026-27 results approved.
• Period: quarter ended 30 June 2026; Limited Review Reports enclosed.

New subsidiaries and acquisitions

• Wholly owned subsidiary RPSG Brands Mena Private Limited formed on 21 April 2026.
• Acquired 100% equity in Clarionix Healthcare Private Limited (RPSG WOS).

Scheme of Arrangement and restructuring

• Composite Scheme of Arrangement approved for amalgamation of Woodlands Multispeciality Hospital Limited with the holding company.
• Transfer to RPSG WOS on slump sale; appointed date 01-Apr-2027; awaiting approvals.

Auditor reviews and regulatory disclosures

• Independent auditor's review: no material misstatement.
• Contingent liabilities: Rs 35.67 crore non-recoverable; Rs 28.38 crore indemnification; Rs 7.64 crore fair value adjustment.

Dematerialisation processing status

• Dematerialisation requests for quarter ended 30 Jun 2026 were confirmed to depositories as accepted or rejected.
• The securities in the certificates have been listed on the stock exchanges where the prior securities are listed.
• Certificates received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within timelines.

AGM & Governance

• Ninth AGM to be held Sept 11, 2026 at 12:30 PM IST via VC/OAVM.
• Voting cut-off fixed at Sept 4, 2026.
• Notice and Annual Report circulated electronically to Members.
• Re-appointment of Shashwat Goenka; Kusum Dadoo independent director proposed.

Financial Performance

• Standalone total income ₹533.4 crore; revenue ₹270.5 crore; other income ₹262.9 crore.
• Standalone PBT ₹245.9 crore; PAT ₹180.1 crore; OCI ₹−29.7 crore.
• Consolidated total income ₹11,364.8 crore; PBT ₹276.3 crore; PAT ₹1.7 crore; OCI ₹−47.2 crore.
• Consolidated income grew 17.8% YoY to ₹11,364.8 crore.
• Standalone EPS ₹54.43; diluted EPS ₹54.43.
• PAT declined year-on-year due to exceptional items.

Debt & Capital Structure

• Total consolidated borrowings ₹7,031.49 crore; non-current ₹3,128.89 cr; current ₹3,902.60 cr.
• Debt-to-equity ratio rose to 0.33 from 0.10.
• Credit rating: CARE BBB+; Stable Outlook.

Strategic Developments

• Manchester Originals Limited acquired 70% stake; renamed Manchester Super Giants in Jan 2026.
• Acquired 40% stake in FSP Design Private Limited; FSP Design become associate (Nov 19, 2025).
• Pastdue Credit Solutions Limited acquired in Dec 2025; goodwill ₹180.21 crore.
• TeleMedik acquisition completed; ending cap USD 3 million (Jan 2026).
• Bowlopedia Restaurants India Limited initiated voluntary liquidation; NCLT dissolution order May 13, 2026.

Dividend & Capital Allocation

• Dividend policy disclosed under Regulation 43A; no dividend declared for FY2025-26.

Subsidiaries & Governance

• 55 subsidiaries; major entities include Quest Properties India Limited, Firstsource Solutions Limited, Guiltfree Industries, APA Services, and others.
• Key board changes: Sudhir Langer stepped down as Whole-time Director on 31 Mar 2026.
• Sudip Kumar Ghosh appointed as Whole-time Director and Company Secretary from 1 Apr 2026.
• Sayak Chatterjee appointed Company Secretary from 1 Apr 2026; Nodal Officer for IEPF.
• Independent directors Kusum Dadoo and Shashwat Goenka up for reappointment.

ESG, CSR & Risk

• ESG governance integrated; BRSR and CSR disclosures form part of the report.
• CSR spend ₹1.15 crore; average net profit ₹54.74 crore; CSR shortfall ₹0; unspent ₹0.06 crore carried forward.
• ISO 27001:2022 recertification achieved; cybersecurity and data protection emphasized.
• POSH, Whistle Blower, ABAC policies in place; robust data privacy and cyber security framework.

Overview

• IT solutions provider for Group Companies in power generation and distribution.
• Standalone BRSR disclosures for FY 2025-26; listed on BSE/NSE.

Key ESG Risks & Opportunities

• Data security and privacy risks; mitigations include PAM, encryption, risk assessments, and training; negative financial implications.
• Cloud security risks; opportunities to expand cybersecurity services; NGFW/WAF, DevSecOps, ISO 27001 alignment.
• Lifecycle perspective largely non-applicable due to service focus; opportunities in eco-efficiency via cloud optimization.
• Talent attraction and development opportunity; enhances engagement and long-term growth.
• Client landscape expansion into adjacent industries; diversification and growth.
• Eco-efficiency: climate-resilient tech demand; revenue growth opportunity.

Governance & Policy Highlights

• Board-level CSR Committee oversees ESG with cross-functional implementation.
• ABAC policy with due diligence, gifts limits, third-party risk assessments.
• Vigil Mechanism and Whistleblower Policy for confidential reporting.
• Code of Conduct available on website; annual conflict-of-interest declarations.
• No penalties or significant compliance breaches reported FY25-26.

Social Responsibility & Workforce

• Total employees 179; 78% male, 22% female.
• Board: 6 directors with 1 female (16.7%).
• Permanent employee turnover: 15.64% in FY25-26.
• Well-being spending: 0.27% of revenue.
• Health and safety trainings covered 39.7% of employees; skill upgradation 55.3%.
• Grievance mechanism for employees; online/offline; escalation to leadership.

Environmental Performance

• Total energy consumption 1673.89 GJ; renewables 0; non-renewables 100%.
• Energy intensity 6.19 GJ per ₹ crore turnover; PPP 24.81.
• Water withdrawal 6289.40 KL; groundwater 6267.44 KL; third-party 21.96 KL.
• GHG emissions: Scope 2 330 tCO2; Scope 1 0; total 330; intensity 1.22 tCO2/₹ crore turnover.
• Waste generated 19.99 MT; e-waste 12.85 MT; other non-hazardous 7.14 MT.
• GHG reduction initiatives include server virtualization, RPA, cloud optimization, energy retrofits.

Stakeholder Engagement & Complaints

• Stakeholders: shareholders, clients, employees, government/regulators, suppliers, community.
• Engagement channels: website, client meets, service desk, emails; frequency varies.
• Shareholders filed 6 complaints; 0 communities; 0 employees.
• Customer complaints: 10,055 filed FY25-26; 912 unresolved.
• Policies: Stakeholder Engagement Policy; CSR initiatives; web-links provided.

Other Notable Metrics

• Wholly owned RP SG Brands Mena Private Limited incorporated April 21, 2026.
• Nanobi Data & Analytics Private Limited voluntary liquidation May 13, 2026.
• Related party transactions: purchases from related parties 100%; sales to related parties 100%; loans 99.92%; investments 57.13%.
• MSME procurement: 3.17% inputs from MSMEs; 100% sourced within India.
• CSR: FY24-25 turnover ₹225.50 crore; net worth ₹2,857.88 crore.

Meeting Details

• Board meeting scheduled for Thursday, May 21, 2026.

Key Agenda Items

• Consider, approve, and take on record audited standalone and consolidated financial results.
• Financial results cover the quarter and financial year ended March 31, 2026.

Other Notes

• No other material governance or corporate actions were disclosed in this chunk.