R Systems International Limited has issued a Postal Ballot Notice dated August 11, 2026, inviting its members to vote via remote e-voting on five resolutions relating to the appointment of new directors and the payment of commission to Independent Directors. The remote e-voting period commences at 09:00 a.m. (IST) on Wednesday, August 12, 2026, and closes at 05:00 p.m. (IST) on Thursday, September 10, 2026. Results will be announced within 2 working days of the conclusion of the e-voting process.

Proposed Director Appointments

The Board of Directors, vide resolution dated June 25, 2026, appointed four individuals as Additional Directors with effect from June 29, 2026, and is now seeking member ratification through the postal ballot process. The resolutions and their types are summarised below:

All three Independent Directors are proposed to be appointed for a first term of 5 (five) consecutive years commencing from June 29, 2026 up to June 28, 2031. Mr. Pranav Damani is proposed to be appointed as a Non-Executive Director liable to retire by rotation.

Profiles of Appointee Directors

Mr. Shailesh Sharad Kekre is a seasoned management consultant with over 25 years of experience, specialising in technology and digital transformation. As the founder of Budhyati Ventures, he advises technology companies and investment firms on growth strategies, operational efficiency, and business transformation. Prior to this, he was a Partner at McKinsey & Company for over 17 years. He holds a Bachelor's degree of Technology in Electrical Engineering from the Indian Institute of Technology, Kanpur, and a Post Graduate Diploma in Management from the Indian Institute of Management, Calcutta. The Board has also appointed him as Chairperson of the Board of Directors and as Chairperson of the Management Committee, Member of the Audit Committee, and Member of the Risk Management Committee, with effect from June 29, 2026.

Ms. Sangeeta Kapil Jit Singh possesses rich work experience of over 35 years primarily in human resources, employer branding, corporate communications, and operations. She holds a Master's Degree in Behavioural Psychology from Mumbai University and a certification in Strategic Human Resource Management from Harvard Business School, Boston. The Board has appointed her as Chairperson of the Nominations, Remuneration and Compensation Committee, Member of the Audit Committee, and Member of the Corporate Social Responsibility Committee, with effect from June 29, 2026.

Mr. Srikanth Balachandran is a Chartered Accountant with over 40 years of global experience across finance, strategy, governance, and business transformation in three sectors — consumer goods, telecom, and space. He has held leadership positions with Unilever, Bharti Airtel, and OneWeb, and has served as CFO of OneWeb and Global CFO of Bharti Airtel. The Board has appointed him as Chairperson of the Audit Committee, Member of the Stakeholders Relationship Committee, and Member of the Nomination, Remuneration and Compensation Committee, with effect from June 29, 2026.

Mr. Pranav Damani is an investment professional with significant experience in private equity, corporate finance, and strategic investments. He has been associated with Blackstone as a Senior Associate within its private equity business group since 2018. He holds an MBA from The Wharton School and a B.Tech. in Mechanical Engineering from IIT Bombay. The Board has appointed him as Member of the Risk Management Committee, with effect from June 29, 2026. No commission or sitting fee will be paid to Mr. Pranav Damani.

Proposed Commission for Independent Directors

The Board, on the recommendation of the Nomination, Remuneration and Compensation Committee, has proposed payment of remuneration by way of commission to the Non-Executive Independent Directors for a period of 5 (five) consecutive years commencing from June 29, 2026 up to June 28, 2031. The aggregate commission payable to all Non-Executive Independent Directors in any financial year shall not exceed 1% (one percent) of the net profits of the Company, computed in accordance with Section 198 of the Companies Act, 2013. The presently proposed annual commission for each Independent Director is as follows:

The above commission amounts are indicative and the Board of Directors, based on the recommendation of the Nomination, Remuneration and Compensation Committee, may revise the quantum, distribution, proportion, and manner of payment within the overall limit of 1% (one percent) of net profits.

E-Voting and Process Details

The Company has appointed Mr. Devesh Kumar Vasisht of DPV & Associates LLP, Company Secretaries (Firm Registration No.: L2021HR009500) as Scrutinizer for conducting the postal ballot and e-voting process. The Scrutinizer is required to submit his report on or before Monday, September 14, 2026. The cut-off date for determining voting rights is Friday, August 7, 2026. Results, along with the Scrutinizer's Report, will be published on the Company's website and communicated to the stock exchanges where the equity shares of the Company are listed. If passed by the requisite majority, the resolutions will be deemed to have been passed on Thursday, September 10, 2026.

R Systems International Limited has announced its participation in scheduled analyst and institutional investor meetings on August 13 and 14, 2026. The engagements will take place physically in Mumbai, providing market participants with an opportunity to interact with the company’s management team. The schedule is part of broader industry conferences, specifically the Equirus Annual India Conference and Emkay Confluence 2026.

The company notified the National Stock Exchange of India Limited and BSE Limited on August 07, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This disclosure ensures transparency regarding upcoming management interactions with financial intermediaries.

Meeting Schedule

The interactions are structured as both one-on-one and group sessions. The detailed schedule is outlined below:

The company noted that the schedule remains subject to change due to exigencies. Investors are advised to monitor official communications for any updates.

Compliance and Disclosure

R Systems International emphasized that no Unpublished Price Sensitive Information (UPSI) will be shared during these investor interactions. This assurance aligns with regulatory requirements designed to prevent information asymmetry in the market. The intimation was signed by Piyush Jain, Company Secretary and Compliance Officer of R Systems International Limited.

The meetings offer analysts a platform to discuss the company’s operational performance and strategic outlook within the confines of publicly available information. Such events are standard practice for listed entities to maintain engagement with their shareholder base and the broader investment community.