R Systems International Limited — Others, 27-06-2025: Shareholders meeting

R Systems International Limited has announced a board meeting to consider and approve the financial results for the quarter and half-year. Separately, under orders from the National Company Law Tribunal (NCLT), a meeting of unsecured creditors is scheduled via video conferencing to approve a composite scheme of amalgamation involving Velotio Technologies Private Limited and Scaleworx Technologies Private Limited. The scheme involves a two-step merger with R Systems as the amalgamated company: first, Velotio will merge into R Systems, followed by Scaleworx. Velotio’s existing OCRPS holders will receive optionally convertible redeemable preference shares (OCRPS) of R Systems on a swap ratio of 4,167 R Systems OCRPS for every 100 Velotio OCRPS. Scaleworx will become a wholly owned subsidiary without issuing new shares. The amalgamation aims to simplify the group’s structure and unlock operational synergies, including enhanced management focus, cost optimization, and greater economies of scale. The authorized share capital of R Systems will increase and be reclassified accordingly. No impact is expected on employees or key managerial personnel, and all liabilities of the amalgamating companies will transfer to R Systems. KPMG and Corporate Professionals Capital Private Limited have respectively provided the valuation report and fairness opinion supporting the swap ratio as fair and reasonable. The scheme requires approval from shareholders, unsecured creditors, stock exchanges, and the NCLT. No material litigation or regulatory risks have been identified that would affect the amalgamation. The standalone financials of R Systems show steady revenues of over Rs. 9114 million, profit before tax of Rs. 1886 million, and net profit of Rs. 1485 million for the year ended December 31, 2024, with operations focused on IT and BPO services across multiple geographies. Velotio and Scaleworx financials reflect growth consistent with their business services in outsourced IT and software development. This amalgamation is expected to strengthen the business and enhance shareholder value through integrated operations and streamlined corporate governance.