RPSG Ventures Limited has announced its Ninth Annual General Meeting (AGM) scheduled for Friday, September 11, 2026 at 12:30 P.M. IST, to be conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The notice, dated May 21, 2026, was signed by Company Secretary Sayak Chatterjee and covers both ordinary and special business items, including key financial approvals and director appointments.

AGM Agenda and Key Resolutions

The meeting will address the following business items:

• Adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2026
• Re-appointment of Mr. Shashwat Goenka (DIN: 03486121) as a Director liable to retire by rotation
• Re-appointment of Ms. Kusum Dadoo (DIN: 06967827) as Non-Executive Independent Director for a further term of five consecutive years effective September 23, 2026, including continuation of directorship beyond attainment of 75 years of age
• Enhancement of borrowing limit to ₹2500 Crore via Special Resolution, superseding the earlier limit of ₹1750 crores approved at the Fifth AGM held on July 29, 2022
• Creation of charge/security on movable and immovable properties up to ₹1000 Crore over and above earlier approved limits

The remote e-voting period runs from Tuesday, September 8, 2026 at 9:00 A.M. IST to Thursday, September 10, 2026 at 5:00 P.M. IST. The record date (cut-off date) for voting eligibility is Friday, September 4, 2026.

Standalone Financial Performance — FY 2025-26

RPSG Ventures reported robust standalone results for FY 2025-26. The following table summarises the key standalone financial metrics:

Operating revenues grew 19.9% from ₹225.5 crore in 2024-25 to ₹270.5 crore in 2025-26. Total income (including other income) increased 28.2% from ₹415.9 crore to ₹533.4 crore. PBT grew 23.3% to ₹245.9 crore, while PAT grew 21.4% to ₹180.1 crore. Basic and Diluted EPS increased from ₹44.84 to ₹54.43.

Consolidated Financial Performance — FY 2025-26

On a consolidated basis, the company's performance reflected the scale of its diversified portfolio:

Total consolidated income grew 17.8% from ₹9,645.0 crore in 2024-25 to ₹11,364.8 crore in 2025-26. PAT declined to ₹1.7 crore, impacted by exceptional items of ₹100.5 crore, which included the impact of new labour codes effective November 21, 2025 (₹93.62 crore), impairment in an associate investment (₹8.79 crore), fair value adjustment on contingent consideration (₹24.36 crore), and impairment of intangible assets net of tax (₹22.45 crore).

Subsidiary Performance Highlights

Key subsidiary performances during FY 2025-26 are summarised below:

RPSG Ventures holds a 53.66% stake in Firstsource Solutions Limited, which serves over 200 leading global brands including Fortune 500, FTSE 100, and ASX200 companies across healthcare, banking and financial services, communications, media and technology, and retail. FSL has 36,205 employees across multiple geographies.

Sports Segment and Corporate Developments

The sports business saw a significant expansion with RPSG Sports Ventures Private Limited (RSVPL) acquiring a 70% stake in Manchester Originals Limited on July 28, 2025. The franchise was subsequently renamed Manchester Super Giants (MSG) on January 15, 2026 and participates in "The Hundred" cricket league organised by the England and Wales Cricket Board. The company's sports portfolio also includes the Lucknow Super Giants (IPL), Durban's Super Giants (SA20), and Mohun Bagan Super Giant (ISL).

As on March 31, 2026, the company had 55 subsidiaries, 3 associates, and 4 joint ventures. During the year, Manchester Originals Limited, Jaye Inc. d/b/a TeleMedik, Firstsource Solutions Canada Inc., Pastdue Credit Solutions Limited, and Firstsource Middle East Services LLC became subsidiaries, while FSP Design Private Limited and FSP International Inc. became associates. Bowlopedia Restaurants India Limited completed voluntary liquidation and received its dissolution order from NCLT on May 13, 2026.

Dividend and Board Decisions

The Board of Directors has decided not to recommend any dividend on equity shares for FY 2025-26, in order to conserve resources and strengthen the company's financial position for future growth. The company had 179 permanent employees as on March 31, 2026. Key management changes include the appointment of Mr. Sudip Kumar Ghosh as Whole-time Director effective April 1, 2026, and Mr. Sayak Chatterjee as Company Secretary effective April 1, 2026, following the cessation of Mr. Sudhir Langer as Whole-time Director on March 31, 2026.

RPSG Ventures Limited has acquired 100% equity shareholding of Clarionix Healthcare Private Limited for a purchase consideration of INR 1 lakh, making it a wholly-owned subsidiary effective June 25, 2026. The acquisition allows the company to explore new business opportunities in the medical sector. Clarionix Healthcare Private Limited, incorporated on May 20, 2026, has a nil turnover and is engaged in establishing and managing medical care facilities.

Acquisition Details

The board of directors approved the acquisition of 10,000 equity shares of face value INR 10 each, representing the entire equity share capital of the target entity. The transaction does not fall within related party transactions, and no specific governmental or regulatory approvals were required for the acquisition.

Composite Scheme of Arrangement

The board approved a composite scheme of arrangement amongst RPSG Ventures Limited, Woodlands Multispeciality Hospital Limited (WMHL), and Clarionix Healthcare Private Limited. The scheme provides for the amalgamation of WMHL with the company and the transfer of the Hospital & Nursing Undertaking from the company to Clarionix Healthcare Private Limited on a slump sale basis. The consideration for the slump sale is INR 400 crore.

Financial Metrics of Entities Involved

As part of the scheme disclosure, the company provided financial details for the entities involved as on March 31, 2026.

Share Exchange Ratio and Impact

In consideration for the amalgamation, the company will issue 500 optionally convertible redeemable preference shares (OCRPS) of INR 10 each for every 1 equity share of INR 10 each held in WMHL. These OCRPS are convertible into 5 equity shares each within 18 months from the date of allotment. If not converted, they will be redeemed at par after 78 months. The scheme is subject to approvals from the National Company Law Tribunal, stock exchanges, and the Securities and Exchange Board of India.

The shareholding pattern of the company will remain unchanged immediately upon the scheme becoming effective. However, if all OCRPS are converted into equity shares, the post-scheme shareholding pattern will see promoters holding 68.91% and non-promoters holding 31.09% of the total expanded equity capital of 50,799,909 shares.