R Systems International Limited's Board of Directors, at its meeting held on May 6, 2026, formally placed on record its comments regarding fines levied by BSE Limited and the National Stock Exchange of India Limited for delayed submission of Related Party Transaction (RPT) disclosures. The notices from both exchanges, dated March 17, 2026, each imposed a fine of Rs. 5,000/- (plus applicable GST) for non-compliance with Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to the half-year ended December 31, 2025.

Background: RPT Disclosure and the Delay

The board's meeting on February 10, 2026, which concluded at 8:10 p.m., approved the financial results of the company for the quarter and year ended December 31, 2026. The RPT disclosure for the half-year ended December 31, 2025, under Regulation 23(9) was required to be uploaded on the same date. The company made sincere and timely attempts to upload the integrated standalone Excel utility immediately after the board meeting. However, the upload could not be completed due to technical errors on the stock exchange portals, which the board noted were beyond the company's control. Documentary evidence of these technical errors was placed on record at the time of filing the original waiver application.

After resolving the technical issues through a hit-and-trial method, the RPT disclosure was successfully uploaded at 12:17:04 a.m. on February 11, 2026. The board acknowledged that while this technically constitutes filing on a subsequent calendar date, the substantive delay amounted to merely 17 minutes and 4 seconds past midnight.

Key Timeline of Events

The following table summarises the key events and dates relevant to this matter:

Board's Position and Compliance Directives

The board reaffirmed that the marginal delay was entirely attributable to portal-side technical failures and was not reflective of any systemic compliance failure or mala fide intent on the part of the company. The fines of INR 5,000/- each were paid on March 20, 2026. A waiver application was subsequently filed with both BSE and NSE; however, both exchanges rejected the application on the grounds of insufficient supporting evidence. The board noted this rejection.

In response to the incident, the board directed the management to strengthen the process for timely RPT uploads. Key directives issued by the board include:

• Maintaining contemporaneous documentation of all portal interactions for future reference
• Implementing strengthened processes to ensure timely RPT disclosures
• Reaffirming the company's commitment to regulatory compliance

The communication, signed by Chief Financial Officer Nand Sardana, was addressed to both BSE Limited and the National Stock Exchange of India Limited, requesting them to take the board's comments on record.

R Systems International Limited has successfully completed its composite scheme of amalgamation with two private companies, marking a significant corporate restructuring milestone. The National Company Law Tribunal (NCLT) New Delhi Bench sanctioned the merger scheme through an order dated April 16, 2026, which has now become effective from May 1, 2026.

NCLT Sanction and Regulatory Compliance

The company's Board of Directors, through a resolution passed via circulation on May 1, 2026, formally recorded the NCLT's order sanctioning the composite scheme of amalgamation. The scheme involves the merger of Velotio Technologies Private Limited and Scaleworx Technologies Private Limited with R Systems International Limited as the transferee company.

The certified copy of the NCLT order was filed by both transferor companies and R Systems International with the Registrar of Companies, Delhi-I on May 1, 2026, making the scheme legally effective. The company has issued formal intimations to both NSE and BSE under Regulation 30 and 51 of SEBI Listing Regulations.

Corporate Structure Changes and Dissolution

Following the scheme's effectiveness, both transferor companies have been dissolved without undergoing the winding-up process, as stipulated in the merger terms. This dissolution occurred automatically upon fulfillment of all conditions specified under Clause 22 of the scheme.

The merger has resulted in significant changes to R Systems International's corporate structure, including alterations to its memorandum and articles of association to accommodate the new business combination.

Authorized Share Capital Enhancement

One of the most significant outcomes of the merger is the increase and reclassification of R Systems International's authorized share capital. The company's Clause V of the Memorandum of Association has been altered and substituted to reflect the new capital structure.

The new authorized share capital of INR 20,70,00,000 represents a substantial increase from the previous structure, providing the company with enhanced financial flexibility for future operations and growth initiatives.

Governance and Compliance Updates

In accordance with Clause 26 of the scheme, R Systems International's Articles of Association have been amended and restated to incorporate terms and conditions governing the optionally convertible redeemable preference shares (OCRPS) that will be issued pursuant to the merger scheme.

The updated corporate documents, including the amended Memorandum of Association and restated Articles of Association, have been made available on the company's website under the corporate governance section for investor access and transparency.

OCRPS Allotment Schedule

The company's Board of Directors has scheduled a meeting for May 6, 2026, to consider the allotment of OCRPS in accordance with the merger scheme. These preference shares will be issued to existing shareholders of the amalgamating company based on their entitlements under the scheme.

The allotment will be made to shareholders whose names appear as beneficial owners in the depositories' records as on April 17, 2026, which has been determined as the record date in accordance with the scheme provisions. This structured approach ensures proper distribution of the new securities to eligible shareholders while maintaining compliance with regulatory requirements.