R International : Shareholders meeting

R SYSTEMS INTERNATIONAL LIMITED

Corporate Identity Number : L74899DL1993PLC053579

[CMMI Level 5, PCMM Level 5, ISO 9001:2015 & ISO 27001:2013 Company]

C-40,Sector-59, NOIDA, Distt. Gautam Budh Nagar, U.P., India - 201 307

Phones: [phone]

Fax: [phone]

Email : [e-mail] www.rsystems.com

Regd. Off.: GF-1-A, 6, Devika Tower,

Nehru Place, New Delhi- 110019

REF: SECT/01/2023/01	JANUARY 02, 2023
The Managing Director	The General Manager
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza,	Department of Corporate Services,
Bandra Kurla Complex,	Rotunda Building, 1st Floor,
Bandra - East, Mumbai - 400 051	Mumbai Samachar Marg, Fort,
	Mumbai - 400 001
NSE Symbol - RSYSTEMS	BSE Scrip Code - 532735
Dear Sir,

SUB: DECLARATION OF VOTING RESULT OF THE POSTAL BALLOT BY REMOTE E-VOTING PROCESS IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ('SEBI LISTING REGULATIONS'), SECURITIES AND EXCHANGE BOARD OF INDIA (DELISTING OF EQUITY SHARES) REGULATIONS, 2021 ('SEBI DELISTING REGULATIONS') AND SUBMISSION OF SCRUTINIZER'S REPORT

This is with reference to the captioned subject matter and in continuation to our letter Ref No. SECT/11/2022/23 dated November 30, 2022 intimating the dispatch of Postal Ballot Notice dated November 25, 2022 to the members seeking their approval vide Special Resolution for "Voluntary Delisting of Equity Shares of R Systems International Limited from National Stock Exchange of India Limited and BSE Limited" pursuant to the applicable provisions of the SEBI Listing Regulations, SEBI Delisting Regulations and the Companies Act, 2013, read with the rules made thereunder.

The remote e-votingcommenced on Friday, December 02, 2022 from 9:00 A.M.(IST)

and ends on Saturday, December 31, 2022 at 5:00 P.M. (IST).

The Board of Directors of Company had appointed Mr. Devesh Kumar Vasisht (Mem. No. F8488) of M/s. DPV & Associates LLP, Company Secretaries (Firm Registration No.: L2021DE009500) as a scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner. Mr. Devesh Kumar Vasisht submitted his report on Monday, January 02, 2023.

We would like to inform you that the special resolution as mentioned in the Postal Ballot Notice dated November 25, 2022 has been approved by the members with requisite majority. The approval is considered to have been received on the last date specified for remote e-voting i.e., Saturday, December 31, 2022.

R SYSTEMS INTERNATIONAL LIMITED

Corporate Identity Number : L74899DL1993PLC053579

[CMMI Level 5, PCMM Level 5, ISO 9001:2015 & ISO 27001:2013 Company]

C-40,Sector-59, NOIDA, Distt. Gautam Budh Nagar, U.P., India - 201 307

Phones: [phone]

Fax: [phone]

Email : [e-mail] www.rsystems.com

Regd. Off.: GF-1-A, 6, Devika Tower,

Nehru Place, New Delhi- 110019

In this regard, please find enclosed the following:

1. Voting results as required under Regulation 44 of the SEBI Listing Regulations and Regulation 11(4) of the SEBI Delisting Regulations (Annexure - I ).
2. Report of Scrutinizer dated January 02, 2022 pursuant to Section 108 and 110 of the Companies Act, 2013 and Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (Annexure - II).

The result along with the Scrutinizer's report is available at the registered and corporate office and website of the Company i.e. https://www.rsystems.com/investors-info/and on the website of Link Intime India Private Limited, Registrar & Transfer Agent of the Company

https://instavote.linkintime.co.in/.

This is for your information and record.

Thanking you.

Yours faithfully,

For R Systems International Limited

BHASKER DUBEY

Digitally signed by

BHASKER DUBEY

Date: 2023.01.02 16:01:34 +05'30'

Bhasker Dubey

(Company Secretary & Compliance Officer)

Annexure - I

R Systems International Limited

Voting result as per Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Total number of shareholders on record date i.e. November 25, 2022

No. of shareholders present in the meeting either in person or through Proxy: Promoters and Promoters Group:

Public:

No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoters Group:

Public:

36,712

NA

NA

1. Special Resolution: Voluntary Delisting of Equity Shares of R Systems International Limited ("R Systems"/ "Company") from National Stock Exchange of India Limited and BSE Limited

Whether promoter/ promoter group are interested in the Agenda/resolution				Yes
Category	Mode of Voting	No. of shares held	No of Valid Votes	% of Votes Polled	No. of Votes in	No. of Votes	% of votes in	% of votes against
on Outstanding	favour on Votes
			Polled	Shares	Favour	Against	Polled	on Votes Polled
		(1)	(2)	(3)=(2)/(1)*100	(4)	(5)	(6)=(4)/(2)*100	(7)=(5)/(2)*100
Promoters and	E-voting	61,129,969	61,129,469	99.9992	61,129,469	-	100.0000	-
Poll	-	0.0000	-	-	0.0000	-
Promoter Group
Total		61,129,469	99.9992	61,129,469	-	100.0000	-
Public-	E-voting	491,623	441,760	89.8575	358,406	83,354	81.1314	18.8686
Poll	-	0.0000	-	-	0.0000	-
Institutions
Total		441,760	89.8575	358,406	83,354	81.1314	18.8686
Public-Non	E-voting	56,681,853	44,346,199	78.2370	42,732,619	1,613,580	96.3614	3.6386
Poll	-	0.0000	-	-	0.0000	-
Institutions
Total		44,346,199	78.2370	42,732,619	1,613,580	96.3614	3.6386
Total		118,303,445	105,917,428	89.5303	104,220,494	1,696,934	98.3979	1.6021

Note: 1 Shareholder holding 364 equity shares abstained from voting.

R Systems International Limited

Voting result as per Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 11(4) of SEBI (Delisting of Equity Shares)

Regulations, 2021

Total number of shareholders on record date i.e. November 25, 2022

No. of shareholders present in the meeting either in person or through Proxy: Promoters and Promoters Group:

Public:

No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoters Group:

Public:

36,712

NA

NA

1. Special Resolution: Voluntary Delisting of Equity Shares of R Systems International Limited ("R Systems"/ "Company") from National Stock Exchange of India Limited and BSE Limited

Whether promoter/ promoter group are interested in the Agenda/resolution				Yes
		No. of shares held	No of Valid Votes	% of Votes Polled	No. of Votes in	No. of Votes	% of votes in	% of votes against
Category	Mode of Voting	on Outstanding	favour on Votes
			Polled	Shares	Favour	Against	Polled	on Votes Polled
		(1)	(2)	(3)=(2)/(1)*100	(4)	(5)	(6)=(4)/(2)*100	(7)=(5)/(2)*100
Public-	E-voting	491,623	441,760	89.8575	358,406	83,354	81.1314	18.8686
Poll	-	0.0000	-	-	0.0000	-
Institutions
Total		441,760	89.8575	358,406	83,354	81.1314	18.8686
Public-Non	E-voting	56,681,853	44,346,199	78.2370	42,732,619	1,613,580	96.3614	3.6386
Poll	-	0.0000	-	-	0.0000	-
Institutions
Total		44,346,199	78.2370	42,732,619	1,613,580	96.3614	3.6386
Total		57,173,476	44,787,959	78.3370	43,091,025	1,696,934	96.2112	3.7888

Note: 1 Shareholder holding 364 equity shares abstained from voting.