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

The Board of Directors noted that the term of Mrs. Ruchica Gupta, Chairperson and Independent Director, Mr. Kapil Dhameja, Independent Director, and Mr. Aditya Wadhwa, Independent Director, is scheduled to be completed with effect from the close of business hours on June 28, 2026. Consequently, they shall cease to be Non-Executive, Independent Directors of the Company, and Mrs. Ruchica Gupta shall also cease to be Chairperson of the Board. Additionally, Mr. Mukesh Mehta has tendered his resignation from the post of Non-Executive Director effective June 28, 2026, due to preoccupation and other personal commitments.

Based on the recommendations of the Nomination, Remuneration and Compensation Committee, the Board approved the appointment of 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 the date of appointment or up to the date of the ensuing General Meeting, whichever is earlier. The Board has recommended their appointment as Independent Directors for a term of five consecutive years commencing 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 has scheduled its 32nd Annual General Meeting (AGM) for Thursday, June 25, 2026, at 09:30 A.M. IST via Video Conferencing (VC) or Other Audio Visual Means (OAVM). The meeting will be conducted without the physical presence of members at a common venue, in compliance with relevant circulars issued by the Ministry of Corporate Affairs and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company reported a 41.94% increase in consolidated Profit After Tax to INR 1,861.96 Mn for FY 2025, driven by strong operational performance and a 12.43% growth in revenue from operations to INR 19,582.06 Mn.

Key Meeting Details

Remote E-Voting Instructions

Remote e-voting will commence on Monday, June 22, 2026, at 09:00 A.M. and conclude on Wednesday, June 24, 2026, at 05:00 P.M. The cut-off date for determining eligibility to vote by electronic means or at the AGM is Thursday, June 18, 2026. Members holding shares either in physical form or in dematerialized form as on the cut-off date may cast their vote electronically through the systems of MUFG Intime India Private Limited, the Registrar and Share Transfer Agent. All businesses specified in the Notice of AGM will be transacted through voting by electronic means only.

The Board of Directors has appointed Mr. Divesh Kumar Vasisht, Managing Partner, and/or Mr. Parveen Kumar, Partner of DPV & Associates LLP, Practicing Company Secretaries, as Scrutinizers to scrutinize the voting process. Electronic copies of the Annual Report for the financial year ended December 31, 2025, along with the Notice of the 32nd AGM, were sent on May 29, 2026, to members whose email addresses are registered with the company or its Registrar.

Financial Performance — FY 2025

R Systems reported strong growth across both standalone and consolidated accounts for the financial year ended December 31, 2025, prepared under Indian Accounting Standards (Ind AS).

Consolidated Financial Results

Standalone Financial Results

Adjusted EBITDA for FY 2025 was INR 3,427 Mn at a margin of 17.5%, expanding from 16.7% in the prior year. The company recognised an exceptional item of INR 245.83 Mn (consolidated) and INR 242.61 Mn (standalone) on account of incremental obligations arising from the Government of India's notification of new Labour Codes in November 2025. The Board declared an interim dividend of INR 6/- per equity share for FY 2025 at its meeting held on May 8, 2025.

Business Highlights and Strategic Developments

R Systems operated during FY 2025 as a digital product engineering company with a workforce of over 5,300 professionals across 22 development and service centres in 20 countries. AI revenue accounted for approximately 29% of overall revenue during FY 2025. Engineers across the delivery organisation use AI in up to 80% of their workflows. The company's OptimaAI platform expanded to 150+ digital agents and 18 industry blueprints during the year.

Key production outcomes documented in the Annual Report include:

• 75% reduction in exam authoring effort at a healthcare education provider
• $300,000 in annual Looker licensing savings for a global FinTech client, with 2x development velocity
• 75% reduction in PHP-to-Java migration effort, achieving 90% migration completeness at 4x faster per-module delivery
• 70% faster engineer onboarding and 50% routine support overhead eliminated at a warehouse software provider
• 95%–97% coding accuracy achieved at a healthcare revenue cycle management client processing approximately 100,000 charts per month

The EXIQO AI Studio was launched commercially on March 19, 2026, integrating the company's AIEV practitioner base, OptimaAI platform, and a structured five-phase delivery methodology. Over 1,400 engineers have been validated under the AIEV four-tier proficiency framework as of April 2026. R Systems was named a Leader in the Everest Group Software Product Engineering Services PEAK Matrix Assessment 2025.

Acquisition of Novigo Solutions

R Systems completed the acquisition of 100% equity shares of Novigo Solutions Private Limited on November 13, 2025, at a consideration of INR 4,000 million. The acquisition was partially funded through the issuance of 27,500 listed, rated, unsecured, senior, redeemable non-convertible debentures (NCDs) of face value INR 1 Lakh each, aggregating to INR 2,750 million at 9.75% per annum, allotted on November 11, 2025. Goodwill arising on the acquisition stood at INR 4,104.56 million.

The acquisition added UiPath Diamond-tier automation capability, Microsoft Copilot Centre of Excellence integration, and delivery presence in Bengaluru and Mangaluru. Subsequent to the financial year, the Hon'ble NCLT, New Delhi, sanctioned the composite scheme of amalgamation of Velotio Technologies Private Limited and Scaleworx Technologies Private Limited with R Systems, effective May 1, 2026.

Credit Ratings and Capital Structure

CRISIL upgraded R Systems' rating on long-term bank facilities and assigned a rating on its NCDs. ICRA also assigned an issuer rating during the year.

As at December 31, 2025, equity attributable to equity shareholders stood at INR 7,916.23 million and net cash and bank balance was INR 3,141.13 million. The company's issued, subscribed and paid-up capital as at December 31, 2025 was INR 118,403,582 equity shares of Re. 1 each.