RSC International buys 51% of fintech FA Wizard for ₹20.69 cr via share swap
The zero-revenue nano-cap is acquiring a majority stake in a lending platform that posted ₹155.20 crore revenue in FY26, while approving massive dilution that will hand control to the target's shareholders.
— 4 earlier stories on RSC International Ltd. →What's new
- Board approves acquisition of 51% in FA Wizard for ₹20.69 cr through share swap.
- FA Wizard's FY26 revenue jumped to ₹155.20 cr from ₹50.51 cr.
- Preferential issue of 18 lakh shares and 1 crore convertible warrants at ₹33 each approved.
Why this matters
RSC International had zero revenue and negative net worth. This reverse-acquisition injects a profitable, high-growth fintech and wipes out the going-concern risk. The deal is transformational for a ₹17 cr market cap company.
What we're watching
- EGM on August 13 for shareholder approval.
- Regulatory and stock exchange clearances.
- Execution of the warrant conversion within 18 months.
The full read
RSC International had zero revenue and negative net worth. Its latest balance sheet showed ₹4,990 in cash. Today its board approved a deal that makes all that irrelevant, a reverse-acquisition of FA Wizard, a fintech that just booked ₹155.20 crore in FY26 revenue, more than triple the prior year's ₹50.51 crore. RSC is paying ₹20.69 crore for a 51% stake, settled entirely through a share swap, a price nearly equal to its own ₹17 crore market cap. Alongside, the board cleared a ₹5.94 crore preferential cash issue and 1 crore convertible warrants at ₹33 each, massive dilution that will hand control to FA Wizard's shareholders. The deal is subject to an EGM on August 13 and regulatory approvals. For a nano-cap with no business, this is a once-in-a-lifetime event: a profitable, high-growth operation replaces a shell. The stock price will re-rate on the new reality.
Questions answered
- How much is RSC International paying for the 51% stake in FA Wizard?
- The consideration is ₹20.69 crore, settled entirely through a share swap. No cash will change hands.
- What is FA Wizard's financial performance?
- FA Wizard reported provisional standalone revenue of ₹155.20 crore for FY2026, up from ₹50.51 crore the prior year. It is a tech-driven retail lending distribution platform.
- How does the preferential issue and warrants affect existing shareholders?
- The issuance of 18 lakh equity shares and up to 1 crore convertible warrants at ₹33 each represents massive dilution. The warrants carry a 25% upfront payment and are exercisable within 18 months, handing control to the target's shareholders.
- What happens to RSC International's existing operations?
- The company has zero revenue and negative net worth. Post-acquisition, its business will fundamentally change to financial services, eliminating its existential distress.
- When is the transaction expected to close?
- The board expects the transaction to close within two months, subject to shareholder and regulatory approvals. An EGM is scheduled for August 13.
RSC International Ltd.
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All notes on RSCINT →- 16 Jul 2026 · 10:46 PM IST RSC International buys 51% of fintech FA Wizard for ₹20.69 cr via share swap
- today RSC International buys 51% of ₹155 cr fintech; shell to pivot into lending
- 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