RPSG Ventures Limited filed its Business Responsibility and Sustainability Report for FY 2025-26, disclosing that 100% of its sales were to related parties. The company, which provides IT solutions to Group Companies in the power sector, reported a workforce of 179 permanent employees and no permanent workers.

Financial and Operational Metrics

The report highlights that the company’s operations are primarily captive, serving internal Group entities. The total turnover for the period was derived entirely from related party transactions. Additionally, the company’s net worth stood at ₹2,857.88 crore as per the previous financial year’s data.

Stakeholder Grievances

RPSG Ventures recorded a significant increase in customer complaints during FY 2025-26, rising to 10,055 from 912 in the previous year. The company attributed this rise to the implementation of an advanced ticketing platform which improved tracking and recording mechanisms. Of the complaints received in the current year, 71 remained pending resolution at the close of the financial year. Shareholder grievances totaled six for the year, with none pending resolution.

Governance and Compliance

The Board’s CSR Committee oversees sustainability-related issues, with members including Mr. Shashwat Goenka, Mr. Arjun Kumar, and Mr. Sudip Kumar Ghosh. The company confirmed that it has not incurred any fines, penalties, or punitive actions from regulators during the financial year. Furthermore, the report states that no instances of sexual harassment, discrimination, or human rights violations were reported by employees or workers.

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.