Shareholders meeting

July 23, 2026 The Asst. General Manager The Asst. Vice President, Department of Corporate Services, Listing Dept., Bombay Stock Exchange Ltd., National Stock Exchange Of India Ltd., 1st Floor, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai – 400 051 Company Code: 517447 Company Code: RSSOFTWARE Dear Sirs, Sub: AGM Proceedings & Scrutinizer’s Report on 38th Annual General Meeting of the Company held on 23rd July 2026. This is to inform you that the 38th Annual General Meeting of the Company has been duly convened and held on Thursday, the 23rd day of July 2026 through VC/ OAVM. The meeting started at 11:30 AM and concluded at 1:29 PM. In this regard, please find enclosed the following: 1.Scrutinizer Report on E-voting dated July 23, 2026, pursuant to Section 108 of the Companies Act, 2013. 2.The Gist of the Proceedings of the Annual General Meeting held on 23rd July 2026. This is for your kind information and records. Thanking you, Yours faithfully, For R. S. Software (India) Limited Vijendra Kumar Surana CFO & Company Secretary Encl.: As above (cid:9) gliRctigssociates COMPANY SECRETARIES (Peer Reviewed Firm) 46, B. B. Ganguly Street, 406, Kolkata - 700 012 Tel No: 033 2237 9517 / 4007 7907 Email : mrasso1996@gmail.com / goenkamohan@gmail.com CONSOLIDATED SCRUTINIZER'S REPORT [Pursuant to Section 108 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, as amended] The Chairman of Annual General Meeting (AGM) of the Members of R S SOFTWARE (INDIA) LIMITED (CIN: L72200WB1987PLC043375), held on Thursday, the 23rd day of July, 2026 at 11.30 A.M (IST) through Video Conferencing ("VC") /Other Audio Visual Means ("OAVM"). Dear Sir, 1. I, Mohan Ram Goenka, Company Secretary in Practice (FCS No. 4515, CP No. 2551), Partner of MR & Associates, was duly appointed as a Scrutinizer by the Board of Directors of R S SOFTWARE (INDIA) LIMITED (the Company) for the purpose of Scrutinizing the process of (i) evoting through remote e-voting (i.e., voting prior to AGM, using an electronic voting system on the dates referred to in the Notice calling the AGM) and (ii) e-voting during the AGM (process of e-voting at the venue of AGM through electronic voting system) on the resolutions contained in the notice dated May 7, 2026 ("Notice") issued in accordance with circulars issued by the Ministry of Corporate Affairs ("MCA") from time to time as stated in the notice which permitted convening the Annual General Meeting ("AGM"/ "Meeting") through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), without physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the AGM of the Company is being held through VC/OAVM. The AGM was convened on Thursday, the 23rd day of July, 2026 at 11.30 A.M IST through VC / OAVM. 2. The Management of the Company is responsible to ensure the Compliance with the requirements of the Companies Act, 2013 and Rules relating to voting through electronic modes on the resolutions proposed in the Notice of Annual General Meeting of the Members of the Company dated May 7, 2026. My responsibility as a Scrutinizer for the e-voting process (i.e., through remote e-voting and e-voting during AGM) is to ensure that the voting process is conducted in a fair and transparent manner and is restricted to making a Scrutinizer's Report for the votes cast in "favour" or "against" on the resolutions proposed in the Notice of the AGM of the Company, based on the report generated from the e-voting system provided by Central Depository Services (India) Limited (CDSL), the agency engaged by the Company to provide e-voting facility for voting through electronic means and the documents furnished to me electronically for my verification. 3. The Members holding equity shares as on the "cut-off date" i.e. July 16, 2026 were entitled to vote on the resolutions proposed in the Notice calling the Annual General Meeting. Page 1 of 4 MR & Associates (cid:9) Continuation sheet (cid:9) 4 In terms of the aforesaid Notice and as per the provisions of Section 108 of the Companies Act, 2013 (the 2013 Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Circulars issued by the Ministry of Corporate Affairs, the remote e-voting facility was kept open from Monday, 20th July, 2026 (9:00 A.M. IST) till Wednesday, 22nd July, 2026 (5:00 P.M. 1ST) and pursuant to MCA Circulars referred above, the Company had also provided venue e- voting facility to the shareholders present at the AGM through VC / OAVM and who had not cast their vote earlier and Members were requested to cast their votes electronically conveying their assent or dissent in respect of the resolution on the e-voting platform provided by Central Depository Services (India) Limited (CDSL). 5. After the closure of remote e-voting at the AGM, the report on voting done at the AGM electronically and the votes cast under remote e-voting facility prior to the AGM were unblocked and counted. 6. The votes cast through remote e-voting were unblocked in the presence of two witnesses who acted as witnesses as prescribed under sub-rule 4(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended. 7. Based on the results made available to me 88 members have cast their votes through remote e- voting facility and 15 members had casted its votes through e-voting during the AGM. The brief analysis of the results of the voting through Remote e-voting facility and e-voting during the AGM, based on the report generated by CDSL, scrutinized on test-check basis and relied upon by me, are as under: Item No. 1- Ordinary Resolution: To consider and adopt a) The Audited Standalone Financial Statements of the Company for the Financial year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon. b) The Audited Consolidated Financial Statements of the Company for the Financial year ended March 31, 2026, and the Report of the Auditors thereon. Pardo ulars No. of votes contained in Percen- Remote E-Voting E-voting on date of Total -tage (%) No. Votes No. Votes No. Votes Assent 79 10972390 15 127077 94 11099467 99.89 Dissent 9 11839 0 0 9 11839 0.11 Total 88 10984229 15 127077 103 11111306 100.00 Abstain / 0 0 0 0 - - - Invalid Page 2 of 4 (cid:9) MR & Associates Continuation sheet (cid:9) Item No. 2 - Ordinary Resolution: To appoint a director in place of Mr. Rajasekar Ramaraj (DIN 00090279), who retires by rotation and being eligible, seeks re-appointment. Particulars No. of votes contained in Percen- Remote E-Voting E-voting on date of Total -tage (%) No. Votes No. Votes No. Votes Assent 75 10600190 15 127077 90 10727267 99.89 Dissent 10 11939 0 0 10 11939 0.11 Total 85 10612129 15 127077 100 10739206 100.00 Abstain / 2 362400 0 0 - - - Invalid *Mr Rajasekar Ramaraj being interested in the said resolution, so his votes have not been taken into account Item No. 3 — Ordinary Resolution: To appoint a director in place of Mr. Richard Nicholas Launder (DIN 03375772), who retires by rotatu;n and being eligible, seeks reappointment. Particulars No. of votes contained in Percen- Remote E-Voting E-voting on date of Total -tage (%) No. Votes No. Votes No. Votes Assent 77 10962590 15 127077 92 11089667 99.89 Dissent 10 11939 0 0 10 11939 0.11 Total 87 10974529 15 127077 102 11101606 100.00 Abstain / 0 0 0 0 - - - Invalid Item No. 4 — Special Resolution: Re-appointment the Mr. Rajnit Rai Jain (DIN 00122942) as a Chief Executive Officer & Ma [Showing first 8,000 characters — download PDF for full document]