Dear Shareholders,

Your directors take great pleasure in presenting the Thirty Second 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, 2025.

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, 2025 are as under:

(INR in Million, except per equity share data;

' incremental estimated obligations on account of New Labour codes notified effective November 21, 2025.

2. Results of Operations Standalone Accounts

Total revenue from operations during the year ended December 31, 2025 was INR 11,008.05 mn. as compared to INR 9,114.40 mn. during the year ended December 31, 2024, registering an increase of 20.78%.

Profit after tax for the year 2025 stood at INR 2,228.71 mn. as compared to INR 1,485.55 mn. in 2024, reflecting an increase of 50.03%.

Consolidated Accounts

Total revenue from operations during the year ended December 31, 2025 was INR 19,582.06 mn. as compared to INR 17,417.27 mn. during the year ended December 31, 2024, registering an increase of 12.43%.

Profit after tax for the year 2025 stood at INR 1,861.96 mn. as compared to INR 1,311.82 mn. in 2024, reflecting an increase of 41.94%.

The detailed state of affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this annual 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 2025, the Board of Directors of the Company (the "Board") declared interim dividend of INR 6/- per equity share of INR 1/- each at its meeting held on May 08, 2025. The Board has not recommended any final dividend for the financial year ended December 31, 2025. Subsequent to the year ended December 31, 2025, the Board declared an interim dividend for the year 2026 amounting to INR 6/- per equity share on INR 1/- each at its meeting held on March 06, 2026. The said dividend was paid on March 30, 2026.

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 global product engineering and digital solutions provider. We combine complex engineering, Data & AI, cloud-native capabilities with deep domain understanding to design and build innovative products for Tech, SaaS platforms and enterprises across industry verticals.

We leverage the power of Automation and Agentic AI to transform value chains to boost productivity and deliver differentiated customer experiences. With a culture of co-creation and an extensive partner ecosystem, we help customers navigate market shifts and drive sustained strategic growth. 2025 was the year AI moved from enablement to execution across our engagements. What began as assisted development is now evolving into AI-led engineering, with intelligent agents actively shaping how software is built, delivered, and scaled.

A defining moment this year was our Al-led engagement with a global digital payments leader. Using Cursor AI agents and MCP-driven workflows, our teams migrated 45 highly complex Looker reports into modern Vue.js dashboards, within an aggressive 8-week timeline. By placing AI at the center of the engineering process, we doubled development velocity, increased reusable code to over 40%, and delivered deployment-ready outputs with minimal regressions. The client described this approach as "a new standard for technology partnerships" - a strong validation of our AI-first, execution-focused model.

We also strengthened our position in the evolving AI ecosystem through a strategic partnership with Mavvrik, focused on helping enterprises bring financial discipline to rapidly scaling AI and cloud environments. Together, we are enabling organizations to move from reactive cost tracking to proactive financial governance, combining our Dexterity Assessment Framework with Mavvrik's real-time cost intelligence platform to deliver unified visibility, enforce cost controls, and enable faster, more informed investment decisions.

Further strengthening our ability to deliver cloud-native, AI- powered transformation at scale, we deepened our alliance with Microsoft, earning an Advanced Specialization in Kubernetes and securing five Solutions Partner designations across Infrastructure, Data & AI, Digital & App Innovation, Business Applications, and Security.

On the growth and innovation front, the acquisition of Novigo significantly strengthened our digital engineering and AI capabilities while expanding our footprint across key industries and geographies. We also launched our Global Innovation Centre in India, reinforcing our commitment to building AI-native engineering excellence and nurturing future-ready talent.

Our solutions portfolio expanded with the launch of the IoT Smart C2C Connector, built on Amazon Web Services. This solution helps service providers manage diverse smart home devices, ensuring seamless connectivity and interoperability across platforms.

We deepened our market engagement through our Analyst Day and GCC-focused events across regions, creating platforms to collaborate with industry leaders and co-create scalable transformation journeys. A key milestone was our contribution to the GCC Report "Forging Ahead: Strategic Partnerships between GCCs and Service Providers", developed with NASSCOM and Oliver Wyman, which highlights the shift of GCCs into transformation hubs and the growing importance of partnership-led ecosystems to drive innovation, agility, and enterprise impact.

Our global expansion continued with new office spaces in Pune, Chennai, Thailand, and Poland, alongside steady momentum in Mexico, where our teams are delivering high- impact work across multiple customer engagements. Several long-standing client relationships also scaled significantly,

with multiple engagements now exceeding 100-member teams, reflecting growing trust and strategic alignment.

As we move into 2026, our focus is clear: to lead as an AI-first engineering organization, powered by human expertise. Our strength lies in the combination of strong engineering DNA, global talent, and real-world execution experience, augmented by AI that doesn't just assist, but acts.

We see the rise of autonomous enterprises - organizations where AI drives decisions, accelerates execution, and operates at scale. Our role is to enable this shift: bringing together engineering velocity, intelligent automation, and human ingenuity to help our clients build systems that are adaptive, resilient, and future-ready.

The opportunity ahead is not just about adopting AI, but about operationalizing it - responsibly, effectively, and at scale. And we are well positioned to help our clients make that leap.

5. Recognition, Awards and Accolades

Our continued focus on excellence and impact has been recognized through several prestigious accolades in 2025. These honors reflect our progress across advancing technology capabilities, driving forward-looking innovation, delivering cutting-edge solutions, and strengthening our workplace culture and customer-centricity. Some of the key recognitions received during the year include:

1. Recognized as a Leader in Everest Group's Software Product Engineering Services for Mid-market Enterprises PEAK Matrixr Assessment 2025.

2. Certified as a Great Place to Work in 6 countries across 3 continents.

3. Featured in India's Top 500 Value Creators 2025 by Dun & Bradstreet.

4. Recognized as ET NOW's Best Tech Brands 2025 by Times Group.

5. Awarded with Jombay's WOW Workplace Award for 2025 in the IT, ITeS, and GCC Category.

6. Recognized as a UiPath Agentic Automation Fast Track Partner and Diamond Partner within the UiPath Partner Network.

6. Merger & Amalgamation

The Board of Directors, at its meeting held on September 11, 2024, had approved, subject to necessary approvals, the composite scheme of amalgamation of Velotio Technologies Private Limited ("Velotio") and Scaleworx Technologies Private Limited ("Scaleworx") with the Company, in accordance with Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme"). Scaleworx is a wholly-owned subsidiary of Velotio, which in turn is a subsidiary of the Company.

Subsequent to year under review, the Hon'ble National Company Law Tribunal, New Delhi ("NCLT"), vide its order dated April 16, 2026, has sanctioned and approved the Scheme. The Scheme became effective on May 01, 2026, upon filing of the certified copy of the said order with the Registrar of Companies, NCT of Delhi-I.

Pursuant to the Scheme becoming effective, Velotio and Scaleworx stand amalgamated with the Company and consequently dissolved without undergoing the process of winding up. Accordingly, the equity shares of Velotio and Scaleworx stand cancelled.

Further, the optionally convertible redeemable preference shares ("OCRPS") held by the OCRPS holders in Velotio stand cancelled. In consideration thereof, the Company has issued its 5,160,833 OCRPS ("RSIL OCRPS") to such holders in accordance with the swap ratio specified in the Scheme. Upon completion of the tenure of RSIL OCRPS, and subject to the terms specified therein, such RSIL OCRPS shall be converted into equity shares of the Company.

The Scheme is expected to simplify the group structure, improve operational efficiencies and create long-term value for stakeholders.

7. Acquisition

Pursuant to Share Purchase Agreement dated August 21, 2025 entered into between the Company, Novigo Solutions Private Limited ("Novigo") and shareholders of Novigo, the Company completed the acquisition of 100% equity shares of Novigo on November 13, 2025, at a consideration of INR 4,000 million. Novigo was incorporated on June 25, 2013 as a private limited company under the Companies Act, 2013 ("Act"). Novigo is in the business of information technology services including digital and product engineering services.

This acquisition significantly strengthens R Systems' digital product engineering capabilities in key domains such as FinTech and Hi-Tech. It further enhances our expertise in the Agentic AI space, uniquely positioning the combined entity to deliver AI-led intelligent automation at scale. Additionally, the acquisition will expand our presence in the fast-growing Middle East market, while expanding our delivery footprint in Mangalore, Kochi and Bengaluru, recognized hubs for world- class product engineering talent.

The erstwhile shareholders of the Novigo also holds compulsory convertible preference shares ("CCPS") of the Novigo and the Company may at a later stage, as may be approved by the Board, acquire such CCPS, subject to the terms and conditions set out in the shareholders agreement dated August 21, 2025, entered into between Novigo, Company and Praveen Kumar Kalbhavi, Mohammed Hanif, Shihab Mohammed Kalandar and Mohammed Jarood Musthafa.

8. Directors & Key Managerial Personnels (KMPs)

During the financial year ended December 31, 2025, there was no change in the composition of the Board and Key Managerial Personnel of the Company.

In accordance with the provisions of Section 152 of the Act. Mr. Animesh Agrawal, Non-Executive Director, being liable to retire by rotation, will retire at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the Members. A brief profile of Mr. Animesh Agrawal, as required under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI Listing Regulations"), forms part of the Notice convening the ensuing AGM.

All Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act. The Directors have also submitted the requisite declarations and disclosures, including those relating to independence, interest and compliance with the Code of Conduct, as applicable under the Act and the SEBI Listing Regulations.

Based on the declarations received from the Independent Directors, the Board is satisfied that all Independent Directors of the Company meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including proficiency) required to effectively discharge their duties.

Further, subsequent to the end of the financial year, Mr. Bhasker Dubey resigned from the position of Company Secretary & Compliance Officer with effect from the closing hours on May 06, 2026, and Mr. Piyush Jain was appointed as Company Secretary & Compliance Officer of the Company with effect from May 07, 2026.

Brief resume and other details of the Director being re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are separately disclosed in the Notice of ensuing AGM, forming part of this Annual Report.

9. Share Capital

During the year under review, there was no change in the authorized share capital of your Company.

During the year under review, the Company has allotted equity shares under Management Incentive Plan 2023 ("MIP 2023") to the employees of the Company and its subsidiaries.

The share capital structure of the Company as at January 01, 2025 and December 31, 2025 is as follows:

Subsequent to year ended on December 31, 2025, and till the date of this report, the company had allotted 82,893 equity shares to the identified employees of the Company and its subsidiaries companies under MIP 2023.

Further, pursuant to the Scheme, as sanctioned by the NCLT, vide order dated April 16, 2026, and which became effective on May 01, 2026, the authorised share capital of the Company stands reclassified and increased.

Further, in accordance with the terms of the Scheme, the Company has allotted RSIL OCRPS to the eligible shareholders of Velotio, in consideration for cancellation of their OCRPS holdings in Velotio.

Consequently, as on date of this report, the authorised, issued, subscribed and paid-up Capital of the Company is as follows:

10. Amendment to Memorandum of Association and Restatement of Articles of Association

Pursuant to the Scheme sanctioned by the NCLT and effective from May 01, 2026, the Memorandum of Association of the Company stands amended to reflect the revised authorised share capital of the Company. Further, the Articles of Association of the Company have been restated in accordance with the provisions of the Scheme.

11. Debentures

During the year, the Company issued and allotted 27,500 (Twenty Seven Thousand Five Hundred) listed, rated, unsecured, senior, redeemable non-convertible debentures ("Debentures") having a face value of INR 100,000 (Indian Rupees One Lakh) each, aggregating to INR 2,750,000,000 (Indian Rupees Two Hundred and Seventy-Five Crores), on a private placement basis.

The Debentures are listed on the Wholesale Debt Market segment of BSE Limited.

The proceeds from the issuance of Debentures have been fully utilized towards payment of consideration for the acquisition of Novigo, being the purpose for which the funds were raised, in accordance with the terms of the issue.

The contact details of the Debenture Trustee are as follows:

Catalyst Trusteeship Limited

Address: 901, 9 th Floor, Tower-B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013 Telephone: (022) 4922 0555 E-mail: compliancectl-mumbai@ctltrustee.com

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

The particulars as 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, 2025, are as follows:

A. Conservation of Energy

During the financial year ended December 31, 2025, the Company continued to focus on optimal energy utilisation through various energy efficiency measures, including deployment of energy-efficient equipment, replacement of conventional lighting with LED fittings and regular preventive maintenance of equipment.

During the year, the Company also transitioned all its office premises to leased facilities, which are equipped with modern infrastructure and energy-efficient systems. This transition is expected to support improved energy efficiency in operations.

The Company utilises energy-efficient air conditioning systems, including centralised and split units, to optimise energy consumption across its facilities. It continues to evaluate and adopt appropriate technologies and practices to enhance energy efficiency.

The details relating to energy consumption are provided in the Business Responsibility and Sustainability Report forming part of this Annual Report. Considering the nature of the Company's operations, energy costs do not constitute a significant portion of the overall cost structure.

B. Technology absorption

1. Efforts made towards technology absorption

During the financial year ended December 31, 2025, the Company continued to strengthen its capabilities in emerging technologies, with a focus on artificial intelligence (AI), cloud, data analytics and intelligent automation.

The Company established a Global Innovation Center in Noida to drive applied research, innovation and solution development across key technology domains. This initiative enables collaboration among internal teams, clients and ecosystem partners to accelerate development and deployment of technology-led solutions.

The Company further advanced its AI-led strategy through continued enhancement of its proprietary frameworks and platforms, including OptimaAI, to support scalable and efficient deployment of AI solutions across industries.

In addition, the Company developed ESTAITEX, an AI-enabled platform for business intelligence, data integration and database modernisation, aimed at enhancing analytics capabilities and supporting data-driven decision-making.

2. Benefits derived as a result of the above efforts .

The Company's continued investments in digital technologies have strengthened its market positioning, enhanced delivery capabilities and supported business growth.

Key outcomes achieved include:

Improved productivity and efficiency in software development through adoption of AI-led engineering practices;

Enhanced platform modernisation and accelerated migration to cloud-native architectures;

Strengthened ability to deliver scalable, high- availability solutions with improved performance metrics; and

Increased client engagement through development of integrated and future-ready digital platforms.

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

The Company continues to invest in research and development initiatives, particularly in the areas of AI, data platforms and digital engineering practices, to enhance its service offerings and maintain competitive advantage.

These investments have strengthened the Company's capability to deliver scalable, innovative and future-ready solutions aligned with evolving client requirements and industry trends.

C. Foreign Exchange Earnings and Outgo (Accrual Basis)

A significant percentage of R Systems' revenues are generated from exports. 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:

(Amount in INR)

13. Update on Corporate Office of the Company

The Company has shifted its Corporate Office to 3 rd Floor, Tower No. 1, IT/ITES SEZ of Artha Infratech Private Limited, Plot No. 21, Sector TechZone-IV, Greater Noida West, Gautam Buddha Nagar, Uttar Pradesh - 201306, India, with effect from April 14, 2025.

14. Subsidiaries

As on December 31, 2025, R Systems has thirty two subsidiaries. The name and country of incorporation of those subsidiaries are as follows:

1. Wholly-owned 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. Amalgamated with the Company on May 01, 2026.

8. Became subsidiary w.e.f. November 13, 2025.

9. Wholly owned subsidiaries of Novigo Solutions Private Limited.

During the year 2025, the Company has acquired 100% equity shares in Novigo.

Subsequent to the year ended December 31, 2025, pursuant to the Order effective from May 01, 2026, Velotio and Scaleworx stand merged with the Company and have accordingly ceased to be its subsidiaries.

The Board of Directors of the Company regularly reviews the affairs of these subsidiaries. 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 2025, the Company has complied with the provisions of Downstream Investment under Rule 23 of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 ("NDI Rules") and read with paragraph 9(7)(1) of RBI FED Master Direction No. 11/2017-18 dated January 04, 2018, as amended ("Master Directions"). The Company has obtained a Certificate from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors of the Company, certifying compliance with the downstream investment as mentioned in NDI Rules and Master Directions and same would be available at the AGM for inspection by members.

During the year 2025, the Company had two material subsidiaries, namely R Systems, Inc., USA, and R Systems Computaris Europe S.R.L., Romania, both are 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 the 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 of time. The annual accounts of the subsidiary companies will also be available for inspection by the shareholders at Registered Office of R Systems i.e. GF-1-A, 6, Devika Tower, Nehru Place, New Delhi-110019 and 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, Gautam Buddha Nagar, Uttar Pradesh, India, 201306 and Registered Offices of the subsidiary companies concerned during business hours. The same is also hosted on R Systems' website i.e. www.rsystems.com.

15. 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 provided in Annexure A , which forms part of this Report.

Further, the statement containing particulars of employees as required under Rule 5(2) of the aforesaid Rules forms part of this Report. However, in terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding these details. The said annexure is available for inspection by the Members upon request. Any Member interested in obtaining a copy of the same may write to the Company Secretary at

the Registered Office of the Company or send a request through email.

Further, in terms of the proviso to Rule 5(2) of the aforesaid Rules, the particulars of employees posted and working outside India are not being circulated to the Members. However, such particulars shall be filed with the Registrar of Companies along with the financial statements and Board's Report.

16. Employee Stock Options/Restricted Stock Units

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 of the Company, and to align them with the common objective of creating value for the Company, the members of the Company have approved the R Systems MIP 2023 through a resolution passed via Postal Ballot on November 15, 2023.

During the year ended December 31, 2025, Nomination, Remuneration and Compensation Committee has granted 805,380 restricted stock units ("RSUs") to the eligible employees and allotted 100,137 equity shares pursuant to the exercise of RSUs.

Disclosure as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2022 ("SEBI SBEB Regulations") are available on the Company's website: https://www.rsystems.com/investors- info/annual-reports/. T he Secretarial Auditor's certificate confirming that the implementation of plan is in accordance with SEBI SBEB Regulations will be made available at the AGM.

17. 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, to the best of its knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts for the financial year ended December 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. 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;

iii. 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;

iv. the directors had prepared the annual accounts for the financial year ended December 31, 2025 on a going concern basis;

v. 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;

vi. 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.

18. 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, 2025. During the year 2025, 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, 2025, on the financial statements of the Company forms part of the Annual Report.

19. Prevention and prohibition of sexual harassment of women at workplace

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, 2025, there was no complaints reported to ICC of sexual harassment.

20. Corporate Governance

As required under the SEBI Listing Regulations, the detailed report on corporate governance is given as Annexure B 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 SEBI Listing Regulations is annexed as Annexure C to this report.

21. 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 of the 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.

22.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 that enables the Company to accomplish its customer commitments and commitments to all its stakeholders.

We strengthened our leadership bench in 2025 through strategic C-suite appointments that accelerated our transformation agenda. R Systems is certified as a Great Place To Workr which is a testament to R Systems' dedication to creating an inclusive and dynamic work environment across its global operations. It highlights the Company's commitment to building a culture that values trust, collaboration, and innovation. We thank our shareholders for their continuous support and confidence in R Systems. We are aware of our responsibilities to our shareholders to provide full visibility of operations, corporate governance and creating superior shareholder value and we promise to fulfill the same.

23. Management discussion and analysis report

In terms of the SEBI Listing Regulations, Management Discussion and Analysis Report is given as Annexure D to this report.

24. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the Company for the financial year ended December 31, 2025 as required under Regulation 34(2)(f) of the SEBI Listing Regulations forms part of this Report as Annexure E .

25. Secretarial Auditor and Secretarial Audit Report

The Shareholders of the Company in their 31 st AGM held on June 12, 2025, appointed M/s. DPV & Associates LLP, Company Secretaries (FRN No. L2021HR009500), as the Secretarial Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of 31 st AGM till the conclusion of the 36 th AGM of the Company. They have also confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

M/s. DPV & Associates LLP conducted Secretarial Audit pursuant to the provisions of Section 204 of the Act and submitted the Secretarial Audit Report for the financial year ended December 31 2025. The report does not contain any qualification, reservations or adverse remark or disclaimer and is annexed to this report as Annexure F . Further, as per the applicable provisions of the SEBI Listing Regulations, the Secretarial Compliance Report was also filed with the stock exchanges, within the stipulated timeframe.

26. 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/ .

27. 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 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 at the

website of the Company https://www.rsystems.com/investors- info/corporate-governance/policies/.

28. Board and Committees of the Board

The details of the composition of the Board and its Committees, including the number of meetings held during the financial year, are provided in the Corporate Governance Report, which forms part of this Annual Report.

The gap between two consecutive meetings of the Board and its Committees was within the limits prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

During the year under review, all recommendations made by all the Committees were accepted by the Board.

29. 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 SEBI Listing Regulations. Detailed description of the Audit Committee has been given in Corporate Governance Report. The terms of reference and role of the Committee are as per the provisions set out in the SEBI Listing Regulations and Section 177 of the Act, read with rules made thereunder and includes such other functions as may be assigned to it by the Board from time to time. The Committee has adequate powers to play an effective role as required under the provisions of the Act and SEBI Listing Regulations. During the year under review, the Board of the Company had accepted all the recommendations of the Audit Committee.

30. Board Evaluation

To comply with the provisions of Section 134(3)(p) of the Act, read with the applicable rules and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually (including Independent Directors, excluding the Director being evaluated), the Board as a whole and the following Committees of the Board:

i. Audit Committee;

ii. Nomination, Remuneration and Compensation Committee;

iii. Stakeholders' Relationship Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee;

vi. Management Committee.

The manner in which the annual performance evaluation has been carried out is detailed in the Corporate Governance Report, which forms part of this Annual Report. The Board is responsible for monitoring and reviewing the evaluation framework.

Further, in compliance with Regulation 25(4) of the SEBI Listing Regulations, the Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Chairperson and the Board as a whole.

31. 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 SEBI Listing Regulations are provided in the notes to the accounts of the standalone Financial Statements for the financial year ended December 31, 2025.

32. Related Party Disclosure

In compliance with the provisions of Sections 177 and 188 of the Act, read with the applicable Rules and Regulation 23 of the SEBI Listing Regulations, the Company has obtained prior approvals, including omnibus approvals, from the Audit Committee and Board, as may be required for all related party transactions.

All contracts/arrangements/transactions entered into by the Company during the financial year ended December 31, 2025, with related parties, as defined under the Act and the SEBI Listing Regulations, were in the ordinary course of business and on an arm's length basis.

During the year under review, the Company and/or its subsidiaries have not entered into any contract/arrangement/ transaction with related parties which could be considered as material in accordance with the Policy on related party transactions of the company.

None of the related party transactions were in conflict with the interest of the Company. The details of related party transactions are disclosed in Note No. 35 to the Standalone Financial Statements forming part of this Annual Report.

The Company has formulated a Policy on related party transactions in accordance with the provisions of the Act and the SEBI Listing Regulations. The Policy lays down the framework for identification, approval and reporting of related party transactions.

The Policy on related party transactions is available on the website of the Company at https://media.rsystems.com/ wp-content/uploads/2026/05/Policy-on-Related-Party- Transactions.pdf .

Since all related party transactions entered into during the financial year were on an arm's length basis and in the ordinary course of business and no material related party transactions were entered into by the Company, disclosure in Form AOC-2 in terms of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

33. 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, have audited the financial statements for the financial year ended December 31, 2025 and have issued unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

34. Risk Management

In terms of the SEBI Listing Regulations, the Board of Directors of the Company has constituted the Risk Management Committee to identify elements of risk in different areas of

operations, comprising of the members of the Board of Directors of the Company. The Company has developed and implemented a comprehensive Risk Management Policy including Cyber security for identification, assessment and monitoring of key risks that could negatively impact the Company's goals and objectives. This policy is periodically reviewed by the Risk Management Committee of the Board.

35. 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").

In pursuit of the responsibilities entrusted to the CSR Committee, a policy on Corporate Social Responsibility has been prepared and adopted by the Board. 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 detailed policy is available at the website of the Company at following link: https://www.rsvstems.com/wp-content/uploads/2021/02/Corporate-Social-Responsibilitv-Policv.pdf.

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

36. Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on December 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.rsystems.com/investors- info/annual-reports/.

37. Dividend Distribution Policy

The Board of Directors of the Company has formulated the dividend distribution policy in line with Regulation 43A of the SEBI 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.rsvstems.com/corporate-qovernance/policies/.

38. Credit Rating

Crisil Ratings has upgraded its rating on the long-term bank facilities of the Company. Furthermore, Crisil Ratings has assigned its 'Crisil AA-/Stable' rating on the non-convertible debentures issued during FY 2025.

The Company's strong focus on financial capital coupled with financial discipline and prudence are reflected in the strong credit ratings ascribed by the rating agencies, as under:

39. 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 complied with the statutory provisions of the Maternity Benefit Act, 1961.

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, 2025.

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.

No applications have been made, nor are there any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year. Additionally, the Company has not engaged in any one-time settlements with any bank or financial institution, either in India or abroad.

There are no agreements that require disclosure under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations.

40. 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, Karnataka, 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.