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.

R Systems International Limited has filed its mandatory compliance certificate with stock exchanges for the quarter ended March 31, 2026, in accordance with SEBI regulations governing depositories and participants.

Regulatory Compliance Filing

The company submitted the certificate under Regulation 74(5) of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018. The filing was made to both the National Stock Exchange of India Limited and BSE Limited on April 10, 2026.

Certificate Confirmation

The certificate was issued by MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), which serves as the company's Registrar and Share Transfer Agent. The certificate confirms that all securities received from depository participants for dematerialization during the quarter were properly processed and confirmed to the depositories.

Key Compliance Confirmations

The certificate provides several important confirmations regarding the company's compliance with dematerialization requirements:

• Securities received for dematerialization were confirmed (accepted/rejected) to depositories within prescribed timelines
• All securities comprised in certificates have been listed on stock exchanges where earlier issued securities are listed
• Security certificates received for dematerialization have been properly confirmed or rejected
• Received security certificates were mutilated and cancelled after due verification by the depository participant
• Names of depositories have been substituted in the register of members as registered owners within prescribed timelines

Corporate Information

The filing was signed by Bhasker Dubey, Company Secretary and Compliance Officer of R Systems International Limited, and Bharat Bhushan, Assistant Vice President at MUFG Intime India Private Limited. This quarterly compliance certificate demonstrates the company's adherence to SEBI regulations governing the handling and processing of dematerialized securities.