R Systems International Limited announced the voting results for its 32nd Annual General Meeting (AGM) held on June 25, 2026, through video conferencing. Shareholders approved the audited financial statements for the financial year ended December 31, 2025, confirmed an interim dividend of INR 6.00 per equity share, and authorized the re-appointment of a director. The interim dividend was declared and paid for the financial year ended December 31, 2025.

The meeting was presided over by Mrs. Ruchica Gupta, Chairperson of the Board of Directors, and commenced at 09:30 A.M. IST. 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 for the meeting. The total number of shareholders on the cut-off date of June 18, 2026, was 47,718.

Voting Results Summary

The resolutions were passed with the requisite majority. The total votes polled for the resolutions were 69,899,367, representing 58.9935% of the outstanding shares.

Key Resolutions

The AGM adopted the audited financial statements, including consolidated financial statements, for the financial year ended December 31, 2025. The Annual Report, which included the Auditors' Report with an unmodified opinion, was taken as read. The resolution to appoint a director in place of Mr. Animesh Agrawal (DIN: 08538625), who retires by rotation, was also approved. Mr. Nitesh Bansal, Managing Director & Chief Executive Officer, addressed the members during the meeting.

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: