RSC International buys 51% of ₹155 cr fintech; shell to pivot into lending
A zero-revenue shell with negative net worth is acquiring a ₹155 crore loan-distribution platform via share swap. The deal is paired with a ₹5.94 crore preferential issue and ₹33 crore in convertible warrants.
— 4 earlier stories on RSC International Ltd. →What's new
- Board approved 51% acquisition of FA Wizard via share swap at ₹33/share.
- Also approved preferential issue of ₹5.94 cr and convertible warrants worth ₹33 cr.
- FA Wizard reported unaudited FY26 revenue of ₹155.20 cr.
Why this matters
For a company with zero revenue and negative net worth, this acquisition is a complete business transformation. The acquisition consideration alone exceeds RSC's ₹17 cr market cap, and the total fundraising far outstrips its current size. Shareholders face massive dilution but gain exposure to a high-revenue fintech.
What we're watching
- EGM on August 13 for shareholder approvals.
- Whether FA Wizard's revenue trajectory is sustainable.
- Regulatory nods for the preferential issuances.
The full read
RSC International had ₹4,990 in cash and zero revenue in FY26. That has changed. Today it announced the purchase of a 51% stake in FA Wizard, a fintech with ₹155 crore of unaudited revenue — more than six times its own market cap. The deal is a share swap at ₹33 a share, alongside plans to raise ₹5.94 crore via preferential shares and ₹33 crore through convertible warrants. For a ₹17 crore shell, this is less an acquisition than a reverse listing by stealth. The dilution is severe, but the alternative was continuing as a going-concern. The August 13 EGM will show whether shareholders back the pivot.
Questions answered
- How does RSC International pay for the acquisition?
- RSC is acquiring 51% of FA Wizard through a share swap, issuing 62.70 lakh shares at ₹33 each to FA Wizard's shareholders. No cash outlay is involved.
- How much additional capital is RSC raising?
- The board approved a preferential cash issue of ₹5.94 crore (18 lakh shares at ₹33) and convertible warrants of up to ₹33 crore (1 crore warrants at ₹33 each). Combined, these could bring in significant funds.
- What was RSC International's financial position before this deal?
- RSC had zero sales and a net worth of negative ₹13 lakh in FY26, with only ₹4,990 in cash reserves. The company was a nano-cap shell with going-concern doubts.
- What business does FA Wizard do?
- FA Wizard is a technology-driven retail loan distribution platform. It reported unaudited revenue of ₹155.20 crore for FY26.
- How does the deal size compare to RSC's market cap?
- FA Wizard's 100% valuation of ~₹20.69 crore exceeds RSC's market capitalisation of ₹17 crore. The acquisition plus fundraising amounts to many times RSC's pre-deal market cap.
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All notes on RSCINT →- 16 Jul 2026 · 10:45 PM IST RSC International buys 51% of ₹155 cr fintech; shell to pivot into lending
- today RSC International buys 51% of fintech FA Wizard for ₹20.69 cr via share swap
- 3d ago RSC International plans preferential issue as revenue stays at zero
- 55d ago RSC International reports zero revenue for FY26
- 55d ago RSC International reports zero revenue and negative net worth