R K Swamy Limited has received Board approval for a Scheme of Amalgamation involving two of its subsidiaries: Dsquare Solutions Private Limited (the Transferor Company) and Hansa Customer Equity Private Limited (the Transferee Company). The approval was granted during Board meetings held on August 10, 2026, at 10:30 A.M. and 12:50 P.M. IST. This corporate action is designed to streamline the group’s organizational structure by merging Dsquare into Hansa Cequity, thereby enhancing operational control and resource utilization.

The amalgamation falls under related party transactions but is exempt from certain disclosures under Regulation 23(5)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as both entities are wholly-owned subsidiaries of the listed company. The filing was made pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations. The Appointed Date for the scheme is fixed as April 1, 2026, subject to necessary statutory and regulatory approvals.

Financial Position of Entities

As of March 31, 2026, Hansa Cequity holds significantly higher financial metrics compared to Dsquare, reflecting its role as the consolidating entity within the customer analytics vertical. Both companies operate in the domain of data analytics and digital marketing consultancy.

Dsquare Solutions is engaged in developing customer relationship management solutions using data analytics. Hansa Cequity operates in a similar space, providing market mix modelling, data management, segmentation, direct marketing services, and loyalty program management.

Rationale and Impact

The primary rationale for the amalgamation is to achieve effective control, optimum utilization of resources, and economies of scale. Management stated that the consolidation will reduce the multiplicity of legal and regulatory compliances, thereby creating a simple and transparent ownership structure. The scheme is expected to generate synergies by consolidating ownership under Hansa Cequity.

Since Hansa Cequity holds the entire share capital of Dsquare (including through nominees), no cash consideration or share exchange ratio applies. The shares held by Hansa Cequity in Dsquare will stand cancelled automatically upon the appointed date. Consequently, there is no change in the shareholding pattern of R K Swamy Limited, as the listed entity is not a direct party to the amalgamation. The company asserts that there will be no adverse impact on business operations.

R K Swamy Ltd has dispatched a letter to shareholders providing the web-link to access the Annual Report for the financial year 2025-26 and the Notice of the 53rd Annual General Meeting (AGM). The company confirmed that the AGM will be held on Monday, August 17, 2026, at 2:30 p.m. (IST) via Video Conferencing or Other Audio Visual Means, in compliance with Ministry of Corporate Affairs and SEBI circulars. Shareholders are urged to update their KYC details, including PAN and email addresses, to ensure receipt of future communications and dividend payments.

The intimation was issued under Regulation 30 of the SEBI Listing Regulations on July 23, 2026. The letter specifically targets shareholders who have not registered their email addresses with the company, its Registrar and Transfer Agent, KFin Technologies Limited, or their Depository Participants. As per regulatory guidelines, no physical copies of the AGM Notice or Annual Report will be sent. Instead, shareholders can access the documents by visiting the company’s website at www.rkswamy.com and navigating to Investors > Corporate Governance > Financials > Annual Report & Annual Return > FY 2025-26.

Meeting and Document Access Details

The 53rd AGM is scheduled to approve the final dividend of ₹2 per share, which amounts to 40% of the face value of ₹5 per equity share. The record date for determining shareholder eligibility for this dividend is fixed as July 31, 2026. Shareholders must submit necessary tax exemption documents by August 3, 2026, to avoid higher tax deduction at source (TDS). Resident members with a valid PAN are subject to 10% TDS, while those without a valid PAN face a 20% deduction rate. Non-resident shareholders are generally subject to 20% withholding tax, unless they qualify for lower rates under Double Tax Avoidance Agreements.

KYC Compliance Mandate

SEBI has mandated that all members holding shares in physical form must furnish their PAN and complete KYC details, including postal address with PIN code, mobile number, bank account details, and email address. R K Swamy Limited emphasized that any service request or complaint will be processed only after the folio is KYC compliant. Members holding shares in dematerialized form should contact their respective Depository Participants to update these details. Those with physical shares must communicate directly with the company or KFin Technologies Limited using the Investor Service Request forms available on the company’s website.

Failure to update email addresses may result in delayed receipt of important communications, including future AGM notices and dividend payment confirmations. The company reiterated that the dividend payout is subject to TDS as per the Income Tax Act, 2025, and will be disbursed within 30 days from the date of approval at the AGM. Eligibility for physical shareholders will be determined based on the Register of Members, while dematerialised shareholders will be identified based on data provided by the National Securities Depository Limited and the Central Depository Services (India) Limited.