Integrated Filing-Governance



General information about company

Scrip Code 532735
NSE Symbol RSYSTEMS
MSEI Symbol NOTLISTED
ISIN INE411H01032
Name of the entity R Systems International Limited
Date of start of financial year 01-Jan-2026
Date of end of financial year 31-Dec-2026
Reporting Quarter Quarterly
Date of Quarter Ending 31-Mar-2026
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No
Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity The Company has not acquired any shares or voting rights in Unlisted Companies during the quarter ended March 31, 2026.
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? Yes
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? No
Reason For Part E Of Annexure I Disclosure Of Updates To Ongoing Tax Litigations Or Disputes Is Not Applicable To The Entity During the quarter ended March 31, 2026, there have been no material tax litigations or disputes required to be disclosed in terms of sub-para 8 of para B of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Master Circular dated January 30, 2026.
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity?
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 1000 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID r00002
Reason For No SCORE ID
Type of Submission New
Remarks (website dissemination)



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory Mrs. Ruchica Gupta was appointed as Non-Executive Independent Director w.e.f. June 29, 2016. Prior to June 29, 2016, she was holding position as Non-Executive Director of the Company. The Tenure as mentioned above is taken from the date of appointment as Non-Executive Independent Director Only.
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mrs. Ruchica Gupta 06912329 Non-Executive - Independent Director Chairperson 21-Apr-1970 No Active NA 07-Jul-2014 29-Jun-2021 117 1 1 3 3
2 Mr. Nitesh Bansal 10170738 Executive Director Not Applicable CEO-MD 08-Mar-1976 No Active NA 30-May-2023 1 0 0 0
3 Mr. Mukesh Mehta 08319159 Non-Executive - Non Independent Director Not Applicable 30-Nov-1980 No Active NA 10-May-2023 3 0 0 0
4 Mr. Amit Dalmia 05313886 Non-Executive - Non Independent Director Not Applicable 30-Oct-1975 No Active NA 10-May-2023 2 0 5 1
5 Mr. Animesh Agrawal 08538625 Non-Executive - Non Independent Director Not Applicable 19-Jul-1990 No Active NA 10-May-2023 2 0 3 1
6 Mr. Kapil Dhameja 02889310 Non-Executive - Independent Director Not Applicable 08-Nov-1976 No Active NA 29-Jun-2016 29-Jun-2021 117 1 1 4 0
7 Mr. Aditya Wadhwa 07556408 Non-Executive - Independent Director Not Applicable 21-Feb-1987 No Active NA 29-Jun-2016 29-Jun-2021 117 1 1 1 0



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory Initial date of appointment was July 26, 2014..Mr. Nand Sardana, Chief Financial Officer of R Systems International Limited, is also a member of Management Committee. In order to validate the excel utility, this information could be shown in notes only.



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06912329 Ruchica Gupta Non-Executive - Independent Director Chairperson 30-Jun-2016 Textual Information(1)
2 05313886 Amit Dalmia Non-Executive - Non Independent Director Member 10-May-2023
3 02889310 Kapil Dhameja Non-Executive - Independent Director Member 30-Jun-2016
4 07556408 Aditya Wadhwa Non-Executive - Independent Director Member 06-Jun-2024



Text Block
Textual Information(1) Initial date of appointment was July 26, 2014



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 02889310 Kapil Dhameja Non-Executive - Independent Director Chairperson 30-Jun-2016 Textual Information(1)
2 06912329 Ruchica Gupta Non-Executive - Independent Director Member 30-Jun-2016
3 08319159 Mukesh Mehta Non-Executive - Non Independent Director Member 10-May-2023

Text Block
Textual Information(1) Appointed as Chairman w.e.f. August 08, 2023






Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 05313886 Amit Dalmia Non-Executive - Non Independent Director Chairperson 10-May-2023
2 08538625 Animesh Agrawal Non-Executive - Non Independent Director Member 10-May-2023
3 02889310 Kapil Dhameja Non-Executive - Independent Director Member 30-Jun-2016



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 05313886 Amit Dalmia NED Chairperson 10-May-2023
2 08538625 Animesh Agrawal NED Member 10-May-2023
3 02889310 Kapil Dhameja ID Member 07-May-2021



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 06-Nov-2025 Yes 7 7 3
2 10-Feb-2026 95 Yes 7 7 3
3 06-Mar-2026 23 Yes 7 4 2



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory In response to questions Total Number of Director in the Committee as on the date of the meeting and Number of Directors present (all Directors including Independent Director), we have mentioned only the number of those members of Management Committee who are also director of R Systems International Limited. Mr. Nand Sardana, Chief Financial Officer of R Systems International Limited, is also a member of Management Committee. Therefore, there are 4 members in Management Committee. His attendance is mentioned in the question No of members attending the Meeting (other than Board of Directors).
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 06-Nov-2025 Yes 4 4 3 0
2 Audit Committee 10-Feb-2026 95 Yes 4 4 3 0
3 Stakeholders Relationship Committee 10-Feb-2026 Yes 3 3 1 0
4 Risk Management Committee 04-Mar-2026 21 Yes 3 2 0 0



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1
Sr Subject Compliance status
1 Name of signatory Bhasker Dubey
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Signatory Details
Name of signatory Bhasker Dubey
Designation of person Company Secretary and Compliance Officer
Place Greater NOIDA
Date 27-Apr-2026


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 1
No. of investor complaints disposed off during the Quarter 1
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1 NATIONAL STOCK EXCHANGE OF INDIA LIMITED National Stock Exchange of India Limited has imposed a fine of Rs. 5,000/- plus GST for one day of non-compliance on account of the delayed submission of the statement of related party transactions, as required under Regulation 23(9) of the Listing Regulations. 17-Mar-2026 There was a 17 minutes delay in submitting the statement of related party transactions as per Regulation 23(9) of Listing Regulation for the half year ended December 31, 2025 The financial impact is to the extent of the fine amount levied. Beside this, there is no impact on operations or other activities of the Company due to the Order.
2 BSE LIMITED BSE Limited has imposed a fine of Rs. 5,000/- plus GST for one day of non-compliance on account of the delayed submission of the statement of related party transactions, as required under Regulation 23(9) of the Listing Regulations.” 17-Mar-2026 There was a 17 minutes delay in submitting the statement of related party transactions as per Regulation 23(9) of Listing Regulation for the half year ended December 31, 2025 The financial impact is to the extent of the fine amount levied. Beside this, there is no impact on operations or other activities of the Company due to the Order.


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute