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.

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.