R Systems International Ltd

Dear Shareholders,

Your directors take great pleasure in presenting the Thirty First Annual Report on the business and operations of R Systems International Limited ("R Systems" or the "Company") together with the audited financial statements of accounts for the financial year ended December 31, 2024.

1. FINANCIAL RESULTS

Key aspects of the financial performance of your Company prepared as per the Indian Accounting Standards ("Ind AS") for the financial year ended December 31, 2024 are as under:

(H in Millions, except per equity share data)

2. RESULTS OF OPERATIONS

STANDALONE ACCOUNTS

• Total revenue from operations during the year 2024 was H 9,114.40/- mn. as compared to H 9,038.87/- mn. during the year 2023, an increase of 0.84%.

• Profit after tax was H 1,485.55/- mn. during the year 2024 as compared to H 1,734.57/- mn. during 2023, a decrease of 14.36%.

• Basic earnings per share (of face value of H 1/- each) was H 12.56/- for the year 2024 as compared to H 14.66/- for the year 2023, a decrease of 14.32%.

CONSOLIDATED ACCOUNTS

• Total revenue operations during the year 2024 was H 17,41727/- mn. as compared to H 16,845.18/- mn. during the year 2023, an increase of 3.40%.

• Profit after tax was H 1,311.82 mn. during the year 2024 as compared to H 1,401.06 mn. during the year 2023, a decrease of 6.37%.

• Basic earnings per share (of face value of H 1/- each) was H 11.09/- for the year 2024 as compared to H 11.84/- for the year 2023, a decrease of 6.33%.

The state of affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this report.

During the year under review, there has been no change in the nature of the business of the Company.

3. Appropriations and Reserves

Dividend

During the year 2024, the Board of Directors ("Board") declared two interim dividends namely, First Interim Dividend of H 6.00 per equity share of H 1/- each at its meeting held on March 19, 2024, Second Interim Dividend of H 6.50 per equity share of H 1/- each at its meeting held on November 08, 2024. Total interim dividends paid for the year 2024 aggregates to H 12.50 per equity share of H 1/- each, as compared to total dividend paid for the year 2023 at H 6.80 per equity share of H 1/- each. The Board has not recommend any final dividend for the financial year ended December 31, 2024.

Transfer to Reserves

In order to augment resources, your Directors do not propose to transfer any amount to reserves.

4. Business & Outlook

R Systems is a leading digital product engineering company that designs and develops chip-to-cloud software products, platforms, and digital experiences that empower its clients to achieve higher revenues and operational efficiency. Our product mindset and engineering capabilities enable us to serve key players in the high-tech industry, including ISVs, SaaS, and internet companies, as well as product companies in telecom, media, finance, manufacturing, health, and public services verticals.

Our core offerings and services include digital product engineering, cloud and DevOps, data and AI, quality engineering, embedded and firmware, automation and digital ops, experience design (UX/CX), and modernization solutions.

Year 2024 marked a turning point in AI integration across our client base. As understanding matured, we saw implementation confidence replace initial caution, with our OptimaAI platform becoming instrumental in this transition. Our teams have designed GenAI and ML features for more than 40% of our existing customers, while GenAI tools now support the software development lifecycle in over 60% of our projects.

During the year, the Company launched the following solutions:

The EDI partner onboarding solution: This AI-powered solution leverages Boomi Integration, EDI, and Flow in combination with R Systems' expertise to democratize the partner onboarding process. Partner managers can seamlessly initiate and track onboarding activities.

OptimaAl - a GenAI suite for enterprises: A Generative AI suite of services, tools, industry-specific models, and frameworks purpose-built to enhance enterprise adoption of AI for software development and digital transformation.

Chaos engineering integrated DR model: Our Resilience Engineering model combines Chaos Engineering with DRaaS to enhance business continuity and resilience.

We executed a four-pillar cloud transformation that spans four critical domains - infrastructure migration services that have successfully transitioned over 1,000 infrastructure components, SaaS implementation capabilities allowing customers to leverage best-of-breed solutions, legacy modernization expertise that rejuvenates aging systems, and an integrated cloud-data-AI approach creating holistic solutions that deliver business intelligence from previously untapped data sources.

Across industries, our implementations showcase the power of AI in enhancing human experience for builders and users alike! For a leading healthcare provider, our AI-powered medical coding solution enhanced coding accuracy to over 95% while reducing processing time by 50%, supporting better clinical decision-making and optimizing revenue cycles. In the education sector, we developed an AI- driven quiz generation and grading system that reduced costs by 30% through lower manpower requirements while increasing student retention by 25% with engaging assessment features.

While acknowledging signs of global economic slowdown impacting demand, we persist in our commitment to investing in emerging technologies alongside strategic sales and marketing initiatives to drive innovation-led growth and ensure profitability amid prevailing challenges.

As we progress through 2025, companies that flourish will be those that leverage AI's capabilities while maintaining a human-centric focus. This means developing interfaces that feel intuitive and natural, automating processes that free people for more creative work, and ensuring technology serves human values. The balance of technical excellence with practical business outcomes remains central to our mission, helping clients navigate their cloud journey and transform technology investments into tangible competitive advantages. We will continue helping clients navigate AI implementation thoughtfully, balancing excitement with practicality through right-sized teams, appropriate skills, and proper infrastructure.

5. Recognition, Awards and Accolades

In recognition of our unwavering commitment to excellence, our organization received several prestigious awards in 2024, highlighting our achievements in innovation, sustainability, and customer satisfaction. The prominent recognitions and awards received during the year are listed below:

1. "Strategic Supplier of the Year" Award from our client, Chamberlain Group

2. Named among the Top 10 Leading AWS Partners to Watch in 2024

3. Recognized as one of the Best Tech Brands 2024 by the Times Group

4. Featured in India's Top 500 Value Creators 2024 by Dun & Bradstreet

5. Certified as a Great Place To Work? in all ten countries where it has a full-time workforce

6. Recognized as a Major Contender in Everest Group's ISV and Internet-specific SPES PEAK Matrix? Assessment 2024

7. Recognized as a Major Contender in Everest Group's Software Product Engineering Services PEAK Matrix? Assessment 2024

8. Recognized as a Major Contender in Everest Group's Healthcare Provider Digital Services PEAK Matrix? Assessment 2024

6. Quality Certifications

R Systems has consistently invested in processes, people, training, information systems, quality standards, frameworks, tools, and methodologies to mitigate the risks associated with project execution. The adoption of quality models and practices such as the Capability Maturity Model Integration (CMMI) and ISO standards has ensured that risks are identified and mitigated at various stages of the planning and execution process. Below is an overview of R Systems' journey with various quality standards/models:

During the year 2024, both the Noida IT Division and the Digital Operations Division underwent a recertification audit for ISO 27001 and an assessment for SOC 2 Type II. Additionally, the IT Division was successfully appraised at CMMI Level 5.

As of the date of this report, the Noida IT Division and the Digital Operations Division are certified for ISO 9001:2015, ISO 27001:2022, and HITRUST. Furthermore, the IT Division is appraised at CMMI Level 5 (version 3.0), and the Digital Operations Division is certified for PCI-DSS (version 4.0), covering IT infrastructure as well as the projects, processes, and applications within scope.

To maintain and strengthen its competitive advantages, R Systems continues to invest in enhancing its competencies in the latest technologies, enabling flawless execution and consistent delivery of state-of-the-art products and solutions for its customers.

R Systems security policy provides a framework for protecting confidentiality, integrity and ensuring availability of organization's information assets to the authorized persons to safeguard the interest of customer, business continuity and continual improvement of ISMS at R Systems. The security policy of R Systems has been designed to safeguard the risk associated with information security management.

7. Merger/Amalgamation

Subject to necessary approvals of Shareholders, Creditors, Stock Exchanges, Hon'ble National Company Law Tribunal or any other appropriate authority, the Board of Directors of the Company at its meeting held on September 11, 2024, has approved the composite scheme of amalgamation of Velotio Technologies Private Limited ("Velotio") and Scaleworx Technologies Private Limited ("Scaleworx") with the Company under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme").

Scaleworx is a wholly owned subsidiary of Velotio, which is a subsidiary of the Company. In accordance with the Scheme, Velotio and Scaleworx will be amalgamated into the Company and consequently will get dissolved without winding up and as a result equity shares of Velotio and Scaleworx will also get cancelled.

The Optionally Convertible Redeemable Preference Shares ("OCRPS") held by the OCRPS holders in Velotio shall also be cancelled and in consideration thereof, the Company shall issue OCRPS ("RSIL OCRPS") to them in accordance with the Swap Ratio as specified in the Scheme. Upon the completion of the tenure of RSIL OCRPS (as stated in the Scheme) and subject to the terms of RSIL OCRPS (as stated in the Scheme), RSIL OCRPS shall be converted into equity shares of the Company.

In compliance with Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the National Stock Exchange of India Limited and the BSE Limited vide their letters dated February 28, 2025, have issued their Observation Letters, with no adverse observation / no objection to the Scheme.

The Company has filed an application to Hon'ble National Company Law Tribunal, New Delhi, seeking necessary directions, consents, approvals, and sanctions for the Scheme.

8. Change in the Corporate Office of the Company

The Company entered into an agreement to sell the land and building situated at Plot No. C-1 and C-40, Sector 59, Noida, Gautam Budh Nagar, Uttar Pradesh, on December 20, 2024, along with some assets (hereinafter referred to as the "Said Properties") for a consideration of H 505,000,000/- (Rupees Fifty Crore and Fifty Lakh only).

Therefore, subsequent to the year ended December 31, 2024, the Board of Directors of the Company has shifted the Corporate office of the Company to 3^rd Floor, Tower No.- 1, IT/ITES SEZ of Artha Infratech Pvt. Ltd, Plot No. 21, Sector-Techzone-IV, Greater Noida West, GautamBuddha Nagar, Uttar Pradesh, India, 201306.

9. Directors & Key Managerial Personnel (KMP)

There was no change in Directors and KMPs of the Company during the financial year ended on December 31, 2024, except that Mr. Mukesh Mehta was re-appointed as director liable to retire by rotation at the Annual General Meeting held on June 13, 2024.

In terms of Section 152 of the Companies Act, 2013 (hereinafter referred as the "Act"), Mr. Amit Dalmia, NonExecutive Director, being liable to retire by rotation, will retire at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for reappointment. A brief profile of Mr. Amit Dalmia forms part of the notice of the ensuing AGM of the Company.

The Directors of R Systems have made necessary disclosures, as required under various provisions of the Act, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred as "Listing Regulations").

None of directors of the Company is disqualified under the provisions of Section 164(2) of the Act. Based on the declarations submitted by the Independent Directors of the Company, the Board of Directors is of the opinion that all the Independent Directors of the Company meet the criteria specified under Section 149(6) of the Act and the Listing Regulations.

Further, the Board is ofthe opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

10. Changes in the Capital Structure

During the year under review, there was no change in the capital structure of the Company. The share capital structure of the Company is as follows:

(Amount in H)

Subsequent to year ended on December 31, 2024 and up to the date of this report, the Company had allotted 76,844 equity shares to the identified employees of the Company and/or Group Companies under the R Systems International Limited Management Incentive Plan 2023. Consequently, as on date of this report, issued, subscribed and paid up Capital of the Company is H 118,380,289 (divided into 118,380,289 equity shares of H 1/- each fully paid-up).

11. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134(1)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, for the year ended December 31, 2024, are as follows:

A. Conservation of Energy

Although your Company does not have energy-intensive operations, every effort has been made to ensure optimal energy usage, avoid wastage, and conserve energy. R Systems continuously evaluates new technologies and makes appropriate investments to enhance energy efficiency. During the year ended December 31, 2024, R Systems adopted various energy conservation technologies and measures to reduce energy consumption. These included using energy-efficient equipment and devices, replacing existing CFL fittings with LED fittings to reduce power consumption, and conducting timely preventive maintenance of all major and minor equipment.

The air conditioning system uses energy-efficient compressors for central air conditioning and split air conditioning for localized areas. The Company has also converted its diesel generators to dual-fuel-based generators at one of its premises. Please refer to the Business Responsibility and Sustainability Report for details on energy consumption. R Systems is always in search of innovative and efficient energy conservation technologies and applies them prudently. Being in the software industry, the operations of the Company are not energy-intensive, and energy costs constitute a small portion of the total cost. Therefore, the financial impact of these measures is not material.

B. Technology absorption

1. Efforts made towards technology absorption

The Company has set up Centers of Excellence (CoEs) in specific digital technologies, including cloud, mobility, IoT, analytics, and RPA, to strengthen competencies and enhance offerings across focused verticals such as ISVs, telecom, healthcare, banking & insurance, and education services.

R Systems also established a Center of Excellence (CoE) on Applied AI for Sustainable Systems at IIT Delhi, featuring a cutting-edge research lab, an endowed faculty chair position, and merit-based student scholarships. This initiative underscores our strategic priority to promote innovation, enhance new-age skills, and develop deep tech capabilities.

Our hyperscaler focus has strengthened partnerships with AWS and Azure, and we are supported by dedicated relationship managers who ensure our technical teams maintain cutting-edge expertise. A cornerstone of our cloud success has been FinOps - our structured approach to optimizing cloud economics, which ensures clients receive maximum value from their investments while avoiding common pitfalls of uncontrolled cloud spending.

2. Benefits derived as a result of the above efforts

Our investment in digital technologies has enhanced our market reach and supported revenue growth. The results speak for themselves. For a US-based investment management firm, we implemented an AI- driven document intelligence system, achieving 92% accuracy in document classification and 85% precision in entity extraction, enabling real-time tagging of tax notices. For a leading European life sciences company, we developed a vision-based AI solution that accelerated vial counting by 80% with superior precision and recall, enabling real-time monitoring through interactive dashboards.

The transformation seen in our digital operations division exemplifies these benefits. When large language models and Al-based assistants saw rapid adoption, many predicted they would erode traditional service lines. Instead, we experienced the opposite. The age of AI opened new doors for growth and innovation in digital product engineering and knowledge services.

3. Technology imported during the last 3 years

Not applicable, as no technology has been imported by the Company.

4. Expenditure incurred on Research and development

Driven by our core value of innovation, we believe that innovation is not just a practice but an essential component embedded within R Systems' organizational DNA. We operate in a digital world where digital transformation is a core focus area. R Systems partners with businesses to help them stay competitive and successful in today's rapidly changing environment.

During the year ended December 31, 2024, the Company invested in research and development across all leading digital technologies. Additionally, R Systems has strengthened its proprietary solutions and frameworks, optimizing integration with digital technologies.

C. Foreign Exchange Earnings and Outgo (Accrual Basis)

A significant percentage of R Systems' revenues are generated from exports. The development and service centre in Noida is registered with the Software Technology Park of India as 100% Export Oriented Undertaking. All efforts of the Company are focused on increasing software export business across various products and markets. We have made investments in sales and marketing activities to expand into growing markets.

The total foreign exchange used and earned by R Systems during the year as compared with the previous year is as follows:

(H in Million)

12. Subsidiaries

As on December 31, 2024, R Systems has twenty-seven subsidiaries. The name and country of incorporation of those subsidiaries are as follows:

1 Subsidiaries of R Systems Computaris International Limited, UK

2 The shareholding held by the Company and R Systems (Singapore) Pte Limited is 69.37% and 30.38%, respectively.

3 Wholly owned subsidiary of R Systems Consulting Services Limited, Singapore

4 Wholly owned subsidiary of R Systems (Singapore) Pte Limited, Singapore

5 Wholly owned subsidiary of R Systems IBIZCS Pte. Ltd., Singapore

6 Wholly owned subsidiary of IBIZ Consulting Services Limited - Hong Kong

7 Wholly owned subsidiary of Velotio Technologies Private Limited

8 Became wholly owned subsidiary w.e.f. October 09, 2024.

During the year under review, as per approval of Accounting and Corporate Regulatory Authority, Singapore, the name of IBIZ Consulting Services Pte Ltd., a step down wholly owned subsidiary of the Company in Singapore, has been stricken off from the register of Companies, Singapore, w.e.f. January 08, 2024. It may be noted that IBIZ Consulting Services Pte Ltd. was not a material subsidiary of the Company and did not impact materially on the business of the Company.

The Company has established a wholly owned subsidiary in the United Mexican States under the name and style of RSIL Mexico, S. de R.L. de CV., on October 09, 2024

As on date of this report, all the subsidiaries of the Company, except Velotio Technologies Private Limited and Scaleworx Technologies Private Limited, have been incorporated and based outside India. In addition to providing services to various international clients, these subsidiaries also help generate revenues for R Systems.

The Board of Directors of the Company regularly reviews the affairs of these subsidiaries. The Policy for determining material subsidiaries of the Company is available on the website of the Company at https://www.rsystems.com/corporate-governance/policies/.

During the year 2024, the Company has not made any Downstream Investment under regulation 23 of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019. A Certificate from Statutory Auditors of the Company, in compliance the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, would be available at the AGM for inspection by members.

During the year 2024, the Company had two material Subsidiaries, namely R Systems, Inc., USA and R Systems Computaris Europe S.R.L., Romania, both incorporated and based outside India.

A statement containing the salient features of the financial statements of our subsidiaries in the prescribed Form AOC-1 is attached at the end of consolidated financial statements of the Company. The statement also provides details of the performance and financial position of each of the subsidiaries.

Further, the audited annual accounts and related detailed information of our subsidiaries, wherever applicable, will be made available to shareholders seeking such information at any point in time. The annual accounts of the subsidiary companies will also be available for inspection by the shareholders at the Registered Office of R Systems

i.e. GF-1-A, 6, Devika Tower, Nehru Place, New Delhi-110019, Corporate Office of R Systems i.e. 3^rd Floor, Tower No.- 1, IT/ITES SEZ of Artha Infratech Pvt. Ltd, Plot No. 21, Sector- Techzone-IV, Greater Noida West, GautamBuddha Nagar, Uttar Pradesh, India, 201306 and the Registered Offices of the subsidiary companies concerned during business hours. The same will also be hosted on R Systems' website at www.rsystems.com.

13. Particulars of Employees

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure A and forms part of this report. Further, as required under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of employees are set out in Annexure B and forms part of this report.

14. Employee Stock Options/ Restricted Stock Units (RSUs)

The industry in which R Systems operates is people intensive and R Systems believes that human resources play a pivotal role in the sustainability and growth of the Company.

Therefore, to incentivize, reward, and motivate employees to contribute effectively towards the future growth and profitability ofthe Company, andto align them with the common objective of creating value for the Company, the members of the Company have approved the R Systems International Limited Management Incentive Plan 2023 ("Plan") through a resolution passed via postal ballot on November 15, 2023. There were 5,724,705 RSU(s) outstanding at the end of the year ended on December 31, 2024.

Disclosure as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company's website: https://www.rsystems.com/investors-info/annual-reports/

15. Directors' Responsibility Statement

Pursuant to the requirement of Section 134 (3) (c) read with Section 134(5) of the Act, with respect to directors' responsibility statement, your Board of Directors, to the best of its knowledge and ability, hereby confirms that:

1) in the preparation of the annual accounts for the financial year ended December 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the directors had prepared the annual accounts for the financial year ended December 31, 2024 on a going concern basis;

5) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. Statutory Auditors and Audit Report

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, [Firm's Registration No. 117366W/W-100018], were re-appointed as the statutory auditors of your Company in the AGM held on June 20, 2022 for a term of five years until the conclusion of the 33^rd AGM of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated, for the financial year ended December 31, 2024. During the year 2024, the statutory auditors have not reported any matter under Section 143(12) of the Act. The said Auditors' Report(s) for the financial year ended December 31, 2024 on the financial statements of the Company forms part of the Annual Report.

17. Prevention and Prohibition of Sexual Harassment of Women at the Work Place

Respect for Human Rights is a fundamental value of R Systems. At R Systems, it is our desire to promote a healthy and congenial working environment irrespective of gender, caste, creed or social class of the employees. The Company has framed a policy on prevention of sexual harassment of women at workplace and has constituted an Internal

Complaints Committee ("ICC") under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which entertains the sexual harassment complaints made by any aggrieved women employees. During the year ended December 31, 2024, no case of sexual harassment was reported to ICC.

18. Corporate Governance

As required under the Listing Regulations, a detailed report on corporate governance is annexed as Annexure C to this report and the certificate obtained from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors of the Company, regarding compliance of the conditions of corporate governance as stipulated in the Listing Regulations is annexed as Annexure D to this report.

19. Customer Relations

R Systems recognizes that the customers have a choice of service providers and the directors would like to place on record their gratitude on behalf ofthe Company for the business provided by them. The Company's quality policy mandates that the voice of the customer is obtained on a regular basis. We constantly review the feedback and incorporate its impact into our delivery systems and communications.

20. Stakeholder's Relations

R Systems is inspired by its customers and its employees transform that inspiration and customers' needs into value for all stakeholders. We thank all R Systems employees worldwide for their hard work, commitment, dedication, and discipline, which enable the Company to fulfill its customer commitments and meet the needs of all its stakeholders. R Systems is certified as a Great Place To Work?, a testament to the Company's dedication to creating an inclusive and dynamic work environment across its global operations. This certification highlights the Company's commitment to building a culture that values trust, collaboration, and innovation. We also thank our shareholders for their continuous support and confidence in R Systems. We recognize our responsibility to provide full visibility of operations, corporate governance, and to create superior shareholder value, and we promise to continue fulfilling this responsibility.

21. Management discussion and analysis report

In accordance with the Listing Regulations, Management Discussion and Analysis Report is given as Annexure E to this report.

22. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the Company for the financial year ended December 31, 2024 as required under the Listing Regulations forms part of this Report as Annexure F.

23. Secretarial Auditor and Secretarial Audit Report

M/s. DPV & Associates LLP, Company Secretaries, was appointed by the Board of Directors of the Company to carry out the Secretarial Audit under the provision of Section 204 of the Act for the financial year ended December 31, 2024. The Secretarial Audit report for financial year ended December 31, 2024 is enclosed as Annexure G.

As per the Secretarial Audit Report, there are no qualifications, reservations or adverse remark or disclaimer in the Secretarial Report.

Pursuant to the provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has approved and recommended the appointment of M/s. DPV & Associates LLP, Company Secretaries, (Firm Registration No. L2021HR009500 and Peer Review Certificate No. 6189/2024) as the Secretarial Auditors of the Company to hold office for a period of 5 consecutive years commencing from the conclusion of 31^st AGM till the conclusion of the 36^th AGM of the Company, for approval of the Members at ensuing AGM of the Company. M/s. DPV & Associates LLP, Company Secretaries will conduct the Secretarial Audit of the Company from the financial year ending December 31, 2025, to the financial year ending December 31, 2029. A brief profile and other details of M/s. DPV & Associates LLP, Company Secretaries, are separately disclosed in the Notice of ensuing AGM.

24. Vigil Mechanism/ Whistle Blower Policy

In order to provide a mechanism to employees of the Company to disclose any unethical and improper practices or any other alleged wrongful conduct in the Company and to prohibit managerial personnel from taking any adverse action against those employees, the Company has laid down a Vigil Mechanism also known as Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism or Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at https://www.rsystems.com/ investors-info/corporate-governance/policies/ .

25. Criteria for Selection of Candidates for Membership on the Board of Directors and the Remuneration Policy

In accordance with Section 178 of the Act and other relevant provisions based and on the recommendation of the

Nomination, Remuneration and Compensation Committee, the Board has established a Criteria for selection of Directors and a policy for remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees. The Criteria for selection of candidates for Membership on the Board of Directors and the remuneration policy is available on the Company's website at https://www. rsystems.com/investors-info/corporate-governance/policies/

26. Meetings of the Board

The Board of Directors of the Company and its Committees meet at regular intervals to discuss, decide and supervise the various business policies, business strategy, Company's performance and other statutory matters. During the year under review, the Board met six times. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report. The intervening gap between two Board Meetings did not exceed 120 days.

27. Committees of the Board

The Board of Directors of the Company has constituted the following Committees to focus on specific areas and take informed decisions in the best interests of the Company within authority delegated to each of the Committees:

(a) Audit Committee

(b) Nomination, Remuneration and Compensation Committee

(c) Stakeholders' Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Risk Management Committee

(f) Management Committee

The details of composition of the aforesaid Committee(s), changes related thereof during the period under review, their terms of reference, meetings held and attendance of the Committee members during the financial year 2024 are provided in the Corporate Governance Report.

28. Audit Committee

R Systems has a qualified and independent Audit Committee. The constitution of the Committee is in compliance with the provisions of the Act and the Listing Regulations. During the year, Mr. Aditya Wadhwa was appointed as member of Audit Committee w.e.f. June 06, 2024. Detailed description of the Audit Committee has been given in Corporate Governance Report. The terms of reference and role of the Audit Committee are as per the rules set out in the Listing Regulations and the Act and rules made thereunder and includes such other functions as may be assigned to it by the Board from time to time. The Audit Committee has adequate powers to play an effective role as required under the provisions of the Act and Listing Regulations. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

29. Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, its committees and the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

30. Particulars of Loans, Guarantees or Investments

The details of loan, guarantees and investments covered under Section 186 of the Act and Schedule V of the Listing Regulations are provided in the notes to accounts of the financial statements for the financial year ended December 31, 2024.

31. Related Party Disclosure

All related party transactions conducted during the year were in the ordinary course of business, at arm's length, and in compliance with the applicable provisions of the Act and Listing Regulations. There were no materially significant related party transactions with the Company's Promoters, Directors, Key Managerial Personnel, or other designated individuals that could present a potential conflict of interest with the Company at large. All related party transactions were presented to the Audit Committee or the Board, as required, with omnibus approval obtained for transactions that are foreseeable and repetitive in nature.

A statement of all related party transactions is presented before the Audit Committee on quarterly basis, The policy on Related Party Transactions, as approved by the Board is uploaded on the Company's website at the web link https:// www.rsystems.com/corporate-qovernance/policies/, details of particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in form AOC-2 has been enclosed herewith as Annexure H.

32. Risk Management

In compliance with the Listing Regulations, the Board of Directors of the Company has established a Risk Management Committee to identify potential risks across various areas of operations. The committee comprises members of the Board of Directors. The Company has developed and implemented a comprehensive Risk Management Policy, including provisions for Cybersecurity, to identify, assess, and monitor key risks that could adversely affect the Company's objectives and goals. This policy is reviewed periodically by the Risk Management Committee.

33. Annual Return

The Annual Return of the Company as on December 31, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.rsystems.com/investors-info/annual-reports/.

34. Corporate Social Responsibility

In compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), the Company has constituted a Corporate Social Responsibility Committee ("CSR Committee").

To fulfill the responsibilities entrusted to the CSR Committee, the Board has adopted a Corporate Social Responsibility Policy. The objective of CSR Policy at R Systems is to support our constant endeavour to bring about positive difference to communities where we exist. Through the CSR initiatives, the Company strives to provide equitable opportunities for sustainable growth, thereby aligning with our goal to build R Systems into an organization which maximizes Stakeholder Value. The CSR policy is available at the website of the Company at following link: https://www.rsystems.com/ corporate-governance/policies/.

Annual Report on CSR activities of the Company in format prescribed in the CSR Rules is enclosed as Annexure I and forms part of this report.

35. Dividend Distribution Policy

The Board of Directors of the Company has formulated the dividend distribution policy in line with Regulation 43A of the Listing Regulations. The Policy broadly specifies the external and internal factors including financial parameters that shall be considered while declaring dividend and how the retained earnings shall be utilized, etc. The Dividend Distribution policy is available on the Company's website at https://www.rsystems.com/corporate-governance/policies/.

36. Internal Control System and Internal Financial Controls

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors and the management monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Audit observations of Internal Auditors and corrective actions thereon are presented to the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, the statutory auditors of the Company, has audited the financial statements for the financial year ended December 31, 2024 and has issued unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

37. Other Disclosures

During the financial year under review:

• the Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively.

• the Company has neither invited nor accepted any deposits from the public within the purview of the Act and the Rules made thereunder, and accordingly no amount on account of principal or interest on public deposits was outstanding as on December 31, 2024.

• the Company has not issued shares with differential voting rights and sweat equity shares.

• no disclosure is required under Section 67 (3) (c) of the Act in respect of voting rights not exercised directly by employees of the Company, as the provisions of the said section are not applicable.

• the Company is not required to maintain Cost records under Section 148(1) of the Act.

• no significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

• no material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company except as mentioned in this report elsewhere.

• There are no applications or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year and the Company has also not done any onetime settlement with any Bank or Financial Institution in India or abroad.

38. Acknowledgments

Your directors once again take this opportunity to thank the employees, investors, clients, vendors, banks, business associates, regulatory authorities including Stock Exchanges, Noida Special Economic Zone Authority, Software Technology Park of India, the Central Government, State Government of Delhi, Uttar Pradesh, Maharashtra, Tamil Nadu for the business support, valuable assistance and co-operation continuously extended to R Systems. Your directors gratefully acknowledge the trust and confidence and look forward for their continued support in the future.