R Systems Postal Ballot for MD Remuneration Approval

Type of Meeting: Postal Ballot through remote e-Voting only
Cut-off Date: Friday, November 6, 2026
Voting Period: Friday, November 13, 2026 (09:00 AM IST) to Saturday, December 12, 2026 (05:00 PM IST)
Results Declaration: On or before Tuesday, December 15, 2026

Item No. 1: Approval for payment of remuneration of Mr. Nitesh Bansal (DIN: 10170738) as Managing Director & Chief Executive Officer

Ordinary Resolution seeking approval for:

Remuneration period: January 1, 2027 to May 29, 2028
Fixed annual remuneration: USD 530,000
Variable pay: 0% to 200% of target variable pay (USD 600,000 at 100% achievement)
Performance linkage: Financial parameters (revenue growth, profitability) and non-financial parameters (strategic milestones, operational efficiency targets)
Maximum variable pay capped at the lower of 200% of target or amount ensuring total remuneration doesn't exceed 5% of net profits under Section 198 of Companies Act, 2013

Remote e-Voting facility provided through MUFG Intime India Private Limited (MIIPL)
Voting rights proportional to equity shares held as on cut-off date (November 6, 2026)
Multiple login methods provided for:
Individual shareholders with NSDL demat accounts (3 methods)
Individual shareholders with CDSL demat accounts (2 methods)
Shareholders holding physical shares/Non-Individual shareholders
Institutional shareholders (Custodian/Corporate Body/Mutual Fund)
Proxy advisor recommendations available during voting process

Mr. Devesh Kumar Vasisht, Managing Partner of DPV & Associates LLP (Firm Registration No.: L2021HR009500)
Scrutinizer will submit report to Chairperson after vote scrutiny
Scrutinizer's decision on vote validity is final

Compliance with Sections 108 and 110 of Companies Act, 2013
Compliance with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014
Compliance with SEBI Listing Regulations, Regulation 44
Compliance with MCA Circulars: No. 14/2020, 17/2020, 09/2024, 03/2025
Compliance with Secretarial Standard - 2 (SS-2)

Consolidated revenue growth: INR 16,845.18 million (2023) to INR 19,582.06 million (2025) - 7.8% CAGR
2025 revenue growth: 12.4% over previous year
Consolidated profit before depreciation and tax: INR 2,549.30 million (2023) to INR 3,215.69 million (2025) - 12.3% CAGR
2025 profit before depreciation and tax growth: 25.2% over previous year
Profit after tax: INR 1,401.06 million (2023) to INR 1,861.96 million (2025) - 15.3% CAGR
2025 profit after tax growth: 41.9% over previous year

Mr. Nitesh Bansal: Chartered Accountant and engineer with 28+ years experience
Previous role: Senior Vice President and Global Head of Engineering Services at Infosys (23 years)
Led business portfolio exceeding USD 1 billion annual revenue with 12,000+ professionals
Current directorships: Novigo Solutions Private Limited
Board meeting attendance: 8 out of 8 meetings during financial year
Shareholding: Nil as on Postal Ballot Notice date