R Systems International Ltd has appointed Shailesh Sharad Kekre as the regular Chairperson of the Board effective June 29, 2026, following a comprehensive reconstitution of its Board of Directors and key committees. The Board approved the appointment of three new Additional Directors (Non-Executive Independent Director)—Mr. Shailesh Sharad Kekre, Ms. Sangeeta Kapil Jit Singh, and Mr. Srikanth Balachandran—and Mr. Pranav Damani as an Additional Director (Non-Executive Director). These changes were necessitated by the completion of the tenure of three existing Independent Directors and the resignation of a Non-Executive Director.

The Board noted that the term of Mrs. Ruchica Gupta, Chairperson and Independent Director, Mr. Kapil Dhameja, Independent Director, and Mr. Aditya Wadhwa, Independent Director, concluded at the close of business hours on June 28, 2026. Consequently, they ceased to be directors, and Mrs. Gupta ceased to be Chairperson. Additionally, Mr. Mukesh Mehta resigned from the post of Non-Executive Director effective June 28, 2026, citing preoccupation and other personal commitments.

Based on the recommendations of the Nomination, Remuneration and Compensation Committee, the Board appointed Mr. Shailesh Sharad Kekre, Ms. Sangeeta Kapil Jit Singh, and Mr. Srikanth Balachandran as Additional Directors (Non-Executive Independent Director) for a period of three months from June 29, 2026, or up to the ensuing General Meeting. The Board recommended their appointment as Independent Directors for a term of five consecutive years from June 29, 2026, to June 28, 2031, not liable to retire by rotation. Mr. Pranav Damani was appointed as an Additional Director (Non-Executive Director) for a similar interim period, with a recommendation for appointment as a Non-Executive Director liable to retire by rotation.

Consequent to the change in the composition of the Board, the committees of the Board were reconstituted effective June 29, 2026. Mr. Srikanth Balachandran was appointed Chairperson of the Audit Committee, while Ms. Sangeeta Singh was appointed Chairperson of the Nomination, Remuneration and Compensation Committee. Mr. Shailesh Kekre was appointed Chairperson of the Management Committee.

The revised composition of the key committees is as follows:

R Systems International Limited concluded its 32nd Annual General Meeting (AGM) on June 25, 2026, through video conferencing, approving the audited financial statements for the financial year ended December 31, 2025, and confirming an interim dividend of INR 6.00 per equity share. The meeting, chaired by Mrs. Ruchica Gupta, commenced at 09:30 A.M. IST and concluded at 10:34 A.M. IST. Shareholders authorized the re-appointment of a director and adopted the consolidated financial statements, which included an Auditors' Report with an unmodified opinion.

Remote e-voting facilities were provided by MUFG Intime India Private Limited from June 22, 2026, to June 24, 2026. Mr. Devesh Kumar Vasisht, Managing Partner of M/s. DPV & Associates LLP, served as the scrutinizer. The total number of shareholders on the cut-off date of June 18, 2026, was 47,718. The resolutions were passed with the requisite majority, with the total votes polled for the resolutions being 69,899,367, representing 58.9935% of the outstanding shares.

Voting Results Summary

Key Resolutions

The AGM adopted the audited financial statements for the financial year ended December 31, 2025. The resolution to appoint a director in place of Mr. Animesh Agrawal (DIN: 08538625), who retires by rotation, was approved. Mr. Nitesh Bansal, Managing Director & Chief Executive Officer, addressed the members during the meeting.