Shareholders meeting

REF: SECT/08/2026/11 DATE: AUGUST 11, 2026 To To The Managing Director The General Manager National Stock Exchange of India Limited BSE Limited Exchange Plaza, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Fort, Mumbai, Bandra – East, Mumbai – 400 051 Maharashtra- 400001 Symbol: RSYSTEMS Scrip code: 532735 Dear Sir/ Madam, SUB: CORPORATE DISCLOSURE UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015- POSTAL BALLOT NOTICE Pursuant to Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith Postal Ballot Notice, for seeking approval of Members of the Company for the following special business(es): Sl. Description of the Resolution Type of Resolution 1. Appointment of Mr. Shailesh Sharad Kekre Special Resolution (DIN: 07679583) as an Independent Director of the Company. 2. Appointment of Ms. Sangeeta Kapil Jit Singh Special Resolution (DIN: 06920906) as an Independent Director of the Company. 3. Appointment of Mr. Srikanth Balachandran Special Resolution (DIN: 02815932) as an Independent Director of the Company. 4. Appointment of Mr. Pranav Damani (DIN: Ordinary Resolution 11416778) as Non-Executive Director of the Company. 5. Payment of remuneration by way of Ordinary Resolution commission to Non-Executive Independent Directors of the Company. R SYSTEMS INTERNATIONAL LIMITED Corporate Office Contact details Registered Office 3rd Floor, Tower No. 1, IT/ITES SEZ of Artha Infratech Pvt. Ltd. +91-120-4303500 GF-1-A, 6, Devika Tower Nehru Plot No. 21, Sector TechZone-IV, Greater Noida West rsil@rsystems.com Place New Delhi 110019, India Gautam Buddha Nagar, Uttar Pradesh, 201306, India www.rsystems.com CIN: L74899DL1993PLC053579 Pursuant to Sections 108 and 110 of the Companies Act, 2013 (the “Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and other applicable provisions of the Act and the Rules, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the enclosed Postal Ballot Notice dated August 11, 2026 along with the explanatory statement is being sent electronically on August 11, 2026 to all the members of R Systems International Limited (the “Company”) whose names appear in the Register of Members/ list of Beneficial Owner on Friday, August 7, 2026 (“Postal Ballot Notice”). The Company has engaged the services of MUFG Intime India Private Limited (“MIIPL”) to provide Remote e-Voting facility to its members. The Remote e-voting shall commence on Wednesday, August 12, 2026 at 09:00 A.M. (IST) and shall end on Thursday, September 10, 2026, at 05:00 P.M. (IST). The Remote e-Voting module shall be disabled by MIIPL thereafter. The voting rights of the Members shall be in proportion to the shares held by them in the equity share capital of the Company as on the cut-off date i.e., Friday, August 7, 2026. Detailed instructions for Remote e-Voting are provided in the Postal Ballot Notice. The results shall be declared on or before Monday, September 14, 2026 and shall be communicated to the Stock Exchanges. The Postal Ballot Notice is also available on the website of the Company at https://www.rsystems.com/investors-info/postal-ballot/ and on the website of MIIPL at https://instavote.linkintime.co.in. This is for your information and record. Thank you Yours faithfully, For R Systems International Limited Piyush Jain Company Secretary & Compliance Officer R SYSTEMS INTERNATIONAL LIMITED Corporate Office Contact details Registered Office 3rd Floor, Tower No. 1, IT/ITES SEZ of Artha Infratech Pvt. Ltd. +91-120-4303500 GF-1-A, 6, Devika Tower Nehru Plot No. 21, Sector TechZone-IV, Greater Noida West rsil@rsystems.com Place New Delhi 110019, India Gautam Buddha Nagar, Uttar Pradesh, 201306, India www.rsystems.com CIN: L74899DL1993PLC053579 R SYSTEMS INTERNATIONAL LIMITED Corporate Identification No. L74899DL1993PLC053579 Registered Office: GF-1-A, 6, Devika Tower, Nehru Place, New Delhi 110019 Corporate Office: 3rd Floor, Tower No. 1, IT/ITES SEZ of Artha Infratech Pvt. Ltd., Plot No. 21, Sector TechZone-IV, Greater Noida West, Gautam Buddha Nagar, Uttar Pradesh - 201306, India Telephone: 0120 - 430 3500 Website: www.rsystems.com; Email: investors@rsystems.com POSTAL BALLOT NOTICE (Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014) Dear Member(s), NOTICE is hereby given that the resolutions set out below is proposed to be passed by the Members of R Systems International Limited (“Company”/ “R Systems”) by means of Postal Ballot, only by way of remote e-Voting process (“e-Voting”), pursuant to Section 108 and 110 of the Companies Act, 2013 (the “Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and other applicable provisions of the Act and the Rules, as amended from time to time, read with the General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 09/2024 dated September 19, 2024 including the latest General Circular No. 03/2025 dated September 22, 2025 and other relevant circulars issued by the Ministry of Corporate Affairs (collectively the “MCA Circulars”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”), Secretarial Standard - 2 issued by the Institute of Company Secretaries of India (“SS-2”) and other applicable laws, rules and regulations (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and as may be enacted hereinafter). The explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolutions setting out the material facts and the reasons thereof along with instructions related to e-voting process, is also appended hereinafter. The remote e-Voting period will commence from 09:00 a.m. (IST) on Wednesday, August 12, 2026 and ends at 05:00 p.m. (IST) on Thursday, September 10, 2026. The Scrutinizer will submit his report to the Chairperson of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e- Voting. The results of the Postal Ballot will be announced not later than 2 working days of the conclusion of the remote e-Voting. The said results along with the Scrutinizer’s Report will be uploaded on the Company’s website https://www.rsystems.com/investors-info/postal-ballot/ and on the website of MUFG Intime India Private Limited (“MIIPL”) https://instavote.linkintime.co.in/. The results shall also be immediately forwarded to the stock exchanges where the equity shares of the Company are listed. SPECIAL BUSINESSES ITEM NO. 1 Appointment of Mr. Shailesh Sharad Kekre (DIN: 07679583) as an Independent Director of the Company To consider, and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution: “RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the “Act”) and the rules made thereunder, Regulation 17, 25 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the Articles of Association of the Company, and on the recommendation of the Nomination, Remuneration and Compensation Committee, approval of the Members of the Company be and is hereby accorded for the appointment of Mr. Shailesh Sharad Kekre (DIN: 07679583), who was appointed by the Board of Directors as an Additional Director, designated as an Independent Director of the Compa [Showing first 8,000 characters — download PDF for full document]