R Systems International has announced the grant of Restricted Stock Units (RSUs) to identified employees under its Management Incentive Plan 2023 (MIP), following approval by its Nomination, Remuneration and Compensation Committee. The intimation was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RSU Grant Details

The Nomination, Remuneration and Compensation Committee of the Board of Directors of R Systems International, at its meeting held on May 6, 2026, approved the grant of RSUs to eligible employees. The key details of the grant are outlined below:

Regulatory Disclosure

The intimation of this RSU grant was submitted to both the National Stock Exchange of India Limited and BSE Limited on May 6, 2026. The disclosure was made in accordance with applicable SEBI listing regulations and was signed by Nand Sardana, CFO of R Systems International Limited.

The company's corporate office is located at the 3rd Floor, Tower No. 1, IT/ITES SEZ of Artha Infratech Pvt. Ltd, Plot No. 21, Sector TechZone-IV, Greater Noida West, Gautam Buddha Nagar, Uttar Pradesh - 201306, India, with its registered office at GF-1-A, 6, Devika Tower, Nehru Place, New Delhi – 110019, India.

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.