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.

R Systems International Limited has received regulatory approval for its composite amalgamation scheme, marking a significant milestone in the company's strategic expansion plans. The National Company Law Tribunal (NCLT), New Delhi Bench, sanctioned the merger on April 16, 2026, under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NCLT Approval Details

The tribunal approved the composite scheme of amalgamation involving two transferor companies with R Systems International Limited serving as the transferee company. The order was issued under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Companies Involved in Amalgamation

The scheme involves the merger of two private limited companies with R Systems International Limited. Both Velotio Technologies Private Limited and Scaleworx Technologies Private Limited will be amalgamated as transferor companies in this composite arrangement.

Implementation Timeline

The amalgamation scheme will become effective upon fulfillment of specific conditions outlined in the regulatory framework. The company indicated that the scheme's effectiveness depends on meeting conditions specified under Clause 22 of the approved scheme.

Regulatory Documentation

R Systems International noted that the certified copy of the NCLT order is awaited. The order is publicly available on the National Company Law Tribunal's official website at nclt.gov.in. Additionally, the company has made the documentation accessible on its corporate website under the schemes of amalgamation section.

Previous Communications

This announcement represents the culmination of a regulatory process that began with earlier communications. The company had previously informed stakeholders about this amalgamation through letters dated:

• September 11, 2024
• February 28, 2025
• April 01, 2025
• May 23, 2025

The approval demonstrates R Systems International's commitment to strategic growth through acquisitions and its adherence to regulatory compliance requirements throughout the merger process.