News September 29, 2006

1. Appointment of Mr. Suresh Paruthi as an additional director (independent director) of the Company.
2. Reconstitution of the Remuneration Committee of directors. After reconstitution the Remuneration Committee consist of the following four directors
   • Mr. Raj Kumar Gogia
   • Mr. David Richard Sanchez.
   • Mr. Gurbax Singh Bhasin &
   • Mr. Suresh Paruthi
3. Reconstitution of the Audit Committee of directors. After reconstitution the Audit Committee consist of the following five directors
   • Mr. Raj Kumar Gogia
   • Mr. David Richard Sanchez.
   • Mr. O’Neil Nalavadi
   • Mr. Gurbax Singh Bhasin &
   • Mr. Suresh Paruthi
4. Appointment of Mr. Raj Swaminathan, Chief Operating Officer of the Company as additional director (whole time director) of the Company. (Appointment of & Remuneration to Mr. Raj Swaminathan was also approved unanimously by the Remuneration Committee)
5. Additional investment up to US$ 1 million in equity / loan of WebConverse, Inc., USA (wholly owned subsidiary company of R Systems International Limited)
6. Additional investment up to US$ 2 million in equity / loan of R Systems, Inc., USA (wholly owned subsidiary company of R Systems International Limited
7. Reconstitution of the Share Transfer Committee & Shareholders/Investors Grievance Committee of the directors. After reconstitution the Share Transfer Committee is merged with the Shareholders/Investors Grievance Committee & reconstituted with the following four directors
   • Mr. Raj Kumar Gogia
   • Mr. Suresh Paruthi
   • Mr. Satinder Singh Rekhi &
   • Lt. Gen. Baldev Singh (Retd.)
8. Adopted the change in & appointment of M/s Perry Smith LLP as the auditor of our wholly owned subsidiary companies viz. Indus Software, Inc., USA & WebConverse, Inc., USA.
9. Adopted the change in the Articles of Incorporation of R Systems, Inc., USA (wholly owned subsidiary company of R Systems International Limited) with respect to the denomination of its common stock etc.
10. Adopted the change of name of WebConverse, Inc., USA from WebConverse, Inc. to R Systems Solutions, Inc. (wholly owned subsidiary company of R Systems International Limited in USA).
11. Approved the investment in the industrial plot of approximately 5 acres in Phase – III, Noida, if R Systems International Limited becomes the successful allottee under the Noida Authority Scheme code: NOIDA/IP/2006-07/OES (01).

For further information please contact:
Nand Sardana (Tel No. 0120 - 430 3506)