BSECompany Update4d ago · 10 Aug 2026, 01:32 pm

Intimation under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 - Approval of Scheme of Amalgamation of Dsquare Solutions ....

R K Swamy Ltd · 544136

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R K Swamy Ltd has announced the approval of a Scheme of Amalgamation of Dsquare Solutions Private Limited with its parent company Hansa Customer Equity Private Limited, subject to necessary statutory and regulatory approvals.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk4/10
Balance Sheet Risk3/10
Liquidity Impact8/10
Market Sentiment5/10

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R K Swamy Ltd - 544136 - Announcement under Regulation 30 (LODR)-Restructuring

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Date: August 10, 2026 BSE Limited National Stock Exchange of India Limited Department of Corporate Services Exchange Plaza, 5th Floor, Pheroze Jeejeebhoy Towers, Plot No. C/, G Block Dalal Street, Mumbai-400001 Bandra –Kurla Complex, Mumbai – 400051 SCRIP Code- 544136 SYMBOL-RKSWAMY ISIN: INE0NQ801033 Subject: Intimation under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) – Approval of Scheme of Amalgamation. Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations, we hereby notify that a Scheme of Amalgamation of Dsquare Solutions Private Limited (“Dsquare/Transferor Company”), wholly-owned step-down subsidiary of R K SWAMY Limited (“the Company”), with its parent company viz. Hansa Customer Equity Private Limited (“Hansa Cequity/Transferee Company”), wholly-owned material subsidiary of the Company, has been approved by the Board of Directors at their Board Meetings held today at 10.30 A.M. (IST) and 12:50 P.M. (IST) respectively. The intimation about the approval by the respective Board of Directors was received by the Company at 1.15 p.m. The Scheme is subject to necessary statutory and regulatory approvals.. The Appointed Date of the Scheme is 1st April 2026. Requisite details as per SEBI Master Circular No HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 is enclosed herewith as Annexure – A. This intimation is also being uploaded on the Company’s website at www.rkswamy.com You are requested to kindly take the same on record. Thanking you, Aparna Bhat Company Secretary & Compliance Officer Membership No.: A19995 Address: Esplanade House, 29, Hazarimal Somani Marg, Fort, Mumbai 400 001 ANNEXURE A Sr. Particulars Details 1. Name of the entity(ies) forming part Dsquare Solutions Private Limited - Transferor Company of the amalgamation/merger, details in brief such as, size, turnover etc.; Dsquare Solutions Private Limited (“Dsquare”) is a deemed public limited Company incorporated under the provisions of the Companies Act, 1956, under the Corporate Identity Number: U72900TN2006PTC060993 and having its registered office at No. 19, Wheatcrofts Road, Nungambakkam, Chennai- 600034 and is engaged in the business of Customer and Marketing Analytics Services. Hansa Customer Equity Private Limited - Transferee Company Hansa Customer Equity Private Limited (“Hansa Cequity”) is a deemed Public limited Company incorporated on February 27, 2008 under the provisions of the Companies Act, 1956, under the Corporate Identity number: U72501TN2008PTC066614, and having its registered office at Plot No.12, Old No.14, New No.19, Wheatcrofts Road, Nungambakkam, Chennai 600 034 Tamil Nadu and is engaged in the business of Data Analytics and Digital Marketing Consultancy Services. The Dsquare is a wholly-owned subsidiary of the Hansa Cequity. Hansa Cequity is a wholly-owned subsidiary of R K SWAMY Limited (“the Company”). Details as on March 31, 2026 Name of the Paid up Equity Net Worth Turnover Company Share Capital (In Rs. (In Rs. (In Rs.) Lakhs) Lakhs) Dsquare 19,50,000 745.77 203.98 Hansa Cequity 52,66,760 5,829.52 9,852.44 2. Whether the transaction would fall Yes. within related party transactions? If yes, whether the same is done at The proposed amalgamation of Dsquare with the Hansa Cequity is “arm’s length”; between the wholly-owned Subsidiaries of the Company. Therefore it is exempted under Regulation 23 (5)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 3. Area of business of the entity(ies); Dsquare is primarily engaged in business of developing customer relationship management solutions using data analytics and providing other customer focused marketing services. Hansa Cequity is primary engaged in developing customer relationship management solutions using data analytics and providing other customer focused marketing services, including market mix modelling, data management and segmentation, direct marketing services, developing and managing campaigns, promotions, through appropriate media, loyalty program management enrolment and fulfilment services and rendering such other service and carrying out such other activity as may be relating to any of the above together referred. 4. Rationale for amalgamation/ By this Scheme, the business of the Dsquare is proposed to be merger; amalgamated into the Hansa Cequity for the purposes of effective control, optimum utilization of resources and economies of scale besides reduction in multiplicities of legal and regulatory compliances thereby enhancing the stakeholder value. The Scheme is likely to create synergies by consolidating ownership and will result in achieving a simple and transparent ownership structure. There would be no adverse impact on the business and operations. 5. In case of cash consideration – As the entire share capital of Dsquare is held by Hansa Cequity amount or otherwise share (including through its nominees), no consideration shall be payable exchange ratio; pursuant to the Amalgamation. Shares held by the Hansa Cequity and its nominees in Dsquare shall stand cancelled without any further act, application or deed. 6. Brief details of change in Not applicable. The Company is not a party to the Amalgamation, and shareholding pattern (if any) of the shareholding pattern of the Company remains unchanged. listed entity.