R Systems International Ltd Management Discussions.

Overview

The consolidated financial statements of the Group have been prepared in accordance with Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules as amended from time to time. The management accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present the state of affairs, profits and cash flows for the year.

A. Industry Structure and Developments

Digital transformation is a life line for all successful businesses. All businesses whether born digital or legacy, are adopting digital solutions to revolutionize their customers experience to be relevant and meaningful in the present hyper-changing world. The foundations of any digital transformation remain the innovation and technology that allow businesses to compete, differentiate, and outperform. Every business put its best efforts to enhance the customer experience (CX) which is the key aspect of any companyRs.s success. The businesses understand the value that seamless digital experience adds to overall customer satisfaction.

As per IDC Future Scape: Worldwide IT Industry 2020 Predictions - By 2024, over 50% of all IT spending will be directly for digital transformation and innovation (up from 31% in 2018), Growing at a CAGR of 17%.

B. Company Overview

R Systems International Limited (the CompanyRs.) and its subsidiaries (collectively referred to as R SystemsRs.) is a leading global provider of IT services and Business Process Outsourcing ("BPO") services. The parent Company is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956, with its Registered Office at New Delhi and has following subsidiaries:

Name of subsidiary Year of incorporation Location Subsidiary since Holding
R Systems (Singapore) Pte Limited # 1997 Singapore September 19, 2000 100%
R Systems, Inc. 1993 USA January 2, 2001 100%
R Systems Technologies Limited 1996 USA April 1, 2002 100%
ECnet Limited*# 1996 Singapore January 8, 2004 99.75%
Computaris International Limited # 2006 UK January 26, 2011 100%
RSYS Technologies Ltd. 2012 Canada October 29, 201 2 100%
IBIZ Consultancy Services India Private Limited $ 2008 India April 30, 2015 100%

* The shareholding by the Company and R Systems (Singapore) Pte Limited is 69.37% and 30.38%, respectively.

$ During the financial year December 31, 2019, the Company w.e.f. July 01, 2019 has acquired IBIZ Consultancy Services India Private Limited, India (IBIZ India) from its step down wholly owned subsidiary, IBIZ Consulting Pte. Ltd., Singapore. Consequent to the said acquisition, IBIZ India, which was earlier a step down subsidiary, has become a direct wholly owned subsidiary of the Company.

# the aforesaid subsidiary have following subsidiaries:

(a) ECnet Limited, Singapore, has the following wholly- owned subsidiaries:

Name Holding Country of incorporation
ECnet (M) Sdn. Bhd. 100% Malaysia
ECnet Systems (Thailand) Co. Ltd. 100% Thailand
ECnet (Shanghai) Co. Ltd. 100% PeopleRs.s Republic of China
ECnet (Hong Kong) Ltd. 100% Hong Kong
ECnet, Inc. (liquidated on January 28, 201 9) 100% USA
ECnet Kabushiki Kaisha 100% Japan