Item 1: Appointment of Mr. Shailesh Sharad Kekre (DIN: 07679583) as Independent Director
Resolution Type: Special Resolution
Proposed Term: 5 consecutive years from June 29, 2026 to June 28, 2031
Current Status: Appointed as Additional Director (Independent) effective June 29, 2026
Qualifications: B.Tech (Electrical Engineering) from IIT Kanpur, PGDM from IIM Calcutta
Experience: 25+ years in technology and digital transformation, former Partner at McKinsey & Company, founder of Budhyati Ventures
Board Committees: Chairperson of Board and Management Committee, Member of Audit Committee and Risk Management Committee
Proposed Commission: INR 35,00,000 per annum
Item 2: Appointment of Ms. Sangeeta Kapil Jit Singh (DIN: 06920906) as Independent Director
Resolution Type: Special Resolution
Proposed Term: 5 consecutive years from June 29, 2026 to June 28, 2031
Current Status: Appointed as Additional Director (Independent) effective June 29, 2026
Qualifications: Master's Degree in Behavioral Psychology from Mumbai University, certification in Strategic HRM from Harvard Business School
Experience: 35+ years in human resources, employer branding, and corporate communications
Board Committees: Chairperson of Nomination, Remuneration and Compensation Committee, Member of Audit Committee and CSR Committee
Proposed Commission: INR 30,00,000 per annum
Item 3: Appointment of Mr. Srikanth Balachandran (DIN: 02815932) as Independent Director
Resolution Type: Special Resolution
Proposed Term: 5 consecutive years from June 29, 2026 to June 28, 2031
Current Status: Appointed as Additional Director (Independent) effective June 29, 2026
Qualifications: Chartered Accountant with 40+ years global experience
Experience: Former CFO of OneWeb and Global CFO of Bharti Airtel, VP Finance at Unilever
Board Committees: Chairperson of Audit Committee, Member of Stakeholders Relationship Committee and Nomination, Remuneration and Compensation Committee
Proposed Commission: INR 30,00,000 per annum
Item 4: Appointment of Mr. Pranav Damani (DIN: 11416778) as Non-Executive Director
Resolution Type: Ordinary Resolution
Current Status: Appointed as Additional Director (Non-Executive) effective June 29, 2026
Qualifications: MBA from Wharton School, B.Tech (Mechanical Engineering) from IIT Bombay
Experience: Senior Associate at Blackstone private equity since 2018
Board Committees: Member of Risk Management Committee
Remuneration: No commission/sitting fee proposed
Item 5: Payment of Commission to Non-Executive Independent Directors
Resolution Type: Ordinary Resolution
Proposed Limit: Up to 1% of net profits computed under Section 198 of Companies Act, 2013
Duration: 5 consecutive years from June 29, 2026 to June 28, 2031
Board Authority: Authorized to determine quantum, distribution, and manner of payment within approved limits
Voting Details
Cut-off Date: August 7, 2026 (for determining voting rights)
Remote e-Voting Period: August 12, 2026 (9:00 AM IST) to September 10, 2026 (5:00 PM IST)
Service Provider: MUFG Intime India Private Limited (MIIPL)
Scrutinizer: Mr. Devesh Kumar Vasisht of DPV & Associates LLP
Results Declaration: On or before September 14, 2026
Document Availability
Company website: https://www.rsystems.com/investors-info/postal-ballot/
