RSC International will acquire a 51% stake in FA Wizard, a tech-driven retail lending platform, for ₹20.69 crore through a share swap. The company also approved a ₹5.94 crore preferential issue and ₹33 crore in convertible warrants, significantly increasing its authorised capital.
RSC International Acquires 51% Stake in FA Wizard, Raises Capital
RSC International to acquire 51% of FA Wizard for ₹20.69 crore via share swap.
Company also approves ₹39 crore in preferential issue and convertible warrants.
Reader Takeaway: Fintech pivot via acquisition faces dilution risks, watch EPS and warrant conversion.
What just happened
RSC International Ltd announced its decision to acquire a 51% stake in FA Wizard Private Limited (FAWPL) for ₹20.69 crore. This acquisition is to be settled through a share swap, with RSC International issuing 62,70,008 equity shares at ₹33 per share. FAWPL operates as a technology-driven retail lending distribution platform, collaborating with banks and NBFCs.
In parallel, the company's Board approved significant capital restructuring initiatives. This includes increasing authorised share capital from ₹7 crore to ₹24 crore. It also approved a preferential issue of 18,00,000 equity shares at ₹33 per share, raising ₹5.94 crore. Additionally, 1,00,00,000 convertible warrants will be issued at ₹33 each, potentially raising ₹33 crore. A 25% upfront payment is required for these warrants, which are exercisable within 18 months.
Why this matters
This strategic move marks RSC International's entry into the fintech sector, leveraging FA Wizard's tech-led model. The substantial capital infusion aims to fuel future growth. However, the dual actions of acquisition and fundraising bring potential equity dilution for existing shareholders, which will be a key point to monitor.
The backstory
FA Wizard Private Limited has demonstrated strong revenue growth in recent fiscal years, with provisional turnover reaching ₹155.21 crore in FY 2025-26 and ₹50.51 crore in FY 2024-25. This growth trajectory is a key driver for RSC International's acquisition strategy.
What changes now
RSC International will gain control of a majority stake in FA Wizard, integrating its operations into its financial services portfolio. The company is also significantly bolstering its capital base through the preferential issue and warrant issuance to fund expansion and operational synergies.
Risks to watch
Existing shareholders face potential equity dilution from the share swap, preferential issue, and warrant issuance. The turnover figures for FA Wizard are provisional and unaudited, requiring verification. Warrants also carry a risk of forfeiture if not exercised within their 18-month validity period.
Peer comparison
(Information not available in the filing)
Context metrics (time-bound)
- FA Wizard Provisional Turnover: FY 2023-24: ₹30.25 Cr; FY 2024-25: ₹50.51 Cr; FY 2025-26: ₹155.21 Cr.
- Acquisition Consideration: ₹20.69 crore (via share swap).
- Preferential Issue: ₹5.94 crore.
- Convertible Warrants: ₹33 crore.
- Authorised Capital Increase: ₹7 crore to ₹24 crore.
What to track next
Investors should closely track the completion of the FA Wizard acquisition, the audited financial statements of FA Wizard, the conversion status of the convertible warrants, and the impact on RSC International's Earnings Per Share (EPS) and overall capital structure.