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.

R Systems International Limited has submitted its Business Responsibility and Sustainability Report (BRSR) for the financial year ended December 31, 2025, to the stock exchanges. The filing reveals that exports contributed 95.11% to the company's total turnover, underscoring its significant international market presence. The report, which forms part of the Annual Report 2025, was filed by Piyush Jain, Company Secretary & Compliance Officer, on May 29, 2026.

The company reported total energy consumption of 7,240.00 GJ for the year, a decrease from the previous year's 11,324.25 GJ. Renewable energy sources accounted for 184.29 GJ of the total consumption. Additionally, the company’s total Scope 1 and Scope 2 greenhouse gas emissions were recorded at 1,439.57 metric tonnes of CO2 equivalent, with an intensity of 1.31 per rupee of turnover. The independent assessment for these environmental metrics was carried out by Sustainability Actions Pvt. Ltd.

Financial and Operational Disclosures

The BRSR outlines the company's financial parameters, including a turnover of INR 11,008.05 million and a net worth of INR 6,897.86 million. The paid-up capital of the company was reported as INR 118,403,582. The document also notes that subsequent to the year-end, the National Company Law Tribunal (NCLT) approved a scheme of amalgamation for Velotio Technologies Private Limited and Scaleworx Technologies Private Limited with R Systems International Limited.

Governance and Compliance

The report highlights that the company’s policies are formulated in alignment with the National Guidelines on Responsible Business Conduct and applicable SEBI regulations. Nitesh Bansal, Managing Director & Chief Executive Officer, is identified as the highest authority responsible for the implementation and oversight of business responsibility policies. The Management Committee of the Board oversees Environmental, Social, and Governance (ESG) initiatives.

In terms of regulatory compliance, the company disclosed a monetary penalty of INR 1,612,991 imposed by the District Magistrate's Office, Gautam Buddha Nagar. This penalty related to a shortfall in stamp duty on the registration of a Change in Shareholding Deed dated November 9, 2023. The company stated that the amount, including the shortfall and penalty, has been duly paid and no appeal has been preferred against the order.

Employee and Stakeholder Metrics

R Systems reported a total workforce of 3,351 employees, comprising 2,651 male and 699 female employees. The company does not categorize its workforce as workers. The attrition rate for permanent employees was reported at 20.48% for the calendar year 2025. The board of directors consists of seven members, with female representation at 14.29%.

The company confirmed that it has mechanisms in place to address grievances from various stakeholders, including shareholders, employees, and customers. During the year, two shareholder complaints were filed and resolved within the stipulated time. No complaints were reported regarding sexual harassment, discrimination, or data breaches during the reporting period.