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

R Systems International Limited has announced a board meeting on July 31, 2025, to consider and approve a composite scheme of amalgamation involving Velotio Technologies Private Limited (Amalgamating Company 1) and Scaleworx Technologies Private Limited (Amalgamating Company 2). The scheme will be implemented in two steps: first, Velotio will be amalgamated into R Systems with the issuance of optionally convertible redeemable preference shares (OCRPS) to Velotio’s OCRPS holders in a swap ratio of 4,167 OCRPS of R Systems for every 100 Velotio OCRPS; subsequently, Scaleworx, a wholly-owned subsidiary of Velotio, will be amalgamated into R Systems without consideration, leading to their dissolution. The amalgamation aims to integrate business activities for operational efficiencies, revenue and cost synergies, streamlined management, and enhanced shareholder value. Post-amalgamation, the authorized share capital of R Systems will increase to INR 20.7 Cr. The OCRPS issued will not be listed. There are no financial implications for R Systems’ promoters or minority shareholders. The scheme has been approved by the boards of all companies; valuation and fairness opinions confirm the swap ratio as fair and reasonable, based on fair value and going concern assumptions. No material valuation difficulties were reported. Pending litigations exist but are not expected to materially affect shareholders. The amalgamation is subject to approval by requisite shareholders, creditors, the National Company Law Tribunal, and other authorities. R Systems reported standalone revenue of INR 911 Cr, PAT of INR 149 Cr, and EBITDA of INR 173 Cr for the year ended December 2024; Velotio reported revenue of INR 146 Cr, PAT of INR 28 Cr, and EBITDA of INR 39 Cr for the year ended March 2025; Scaleworx reported revenue of INR 11.7 Cr and PAT of INR 1.7 Cr for the year ended March 2025. The scheme facilitates consolidation of overlapping business verticals and geographical expansion, with the combined entity expected to leverage synergies in product engineering and digital services.