C M Y B RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated March 14, 2006 100% Book Building Issue R SYSTEMS INTERNATIONAL LIMITED (Originally incorporated as R Systems (India) Private Limited on May 14, 1993 under the Companies Act, 1956, with registration number 55-053579, with its registered office at B-104A, Greater Kailash - I, New Delhi - 110 048. Subsequently, the name was changed to R Systems (India) Limited on April 13, 2000. The name was changed to R Systems International Limited on August 7, 2000.) Registered Office: B-104A, Greater Kailash - I, New Delhi - 110 048. Corporate Office: C-40, Sector-59, Noida, Uttar Pradesh - 201 307. Tel.: +91 120 430 3500 Fax: +91 120 258 7123 Contact person: Mr. Nand Sardana, Company Secretary-cum-Compliance Officer Website: www.rsystems.com Email:
[email protected] PUBLIC OFFER OF 4,408,355 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PREMIUM OF RS. [z] PER EQUITY SHARE AND AT A PRICE OF RS. [z] PER EQUITY SHARE AGGREGATING RS. [z] MILLION, COMPRISING FRESH ISSUE OF 2,825,000 EQUITY SHARES OF RS. 10 EACH BY R SYSTEMS INTERNATIONAL LIMITED (REFERRED TO AS THE "COMPANY") AND AN OFFER FOR SALE OF AGGREGATE 1,583,355 EQUITY SHARES OF RS. 10 EACH BY THE SELLING SHAREHOLDERS (AS DEFINED HEREIN) (THE FRESH ISSUE AND THE OFFER FOR SALE ARE JOINTLY REFERRED TO HEREIN AS THE "OFFER"). THE OFFER COMPRISES OF A RESERVATION FOR EMPLOYEES OF 440,355 EQUITY SHARES OF RS. 10 EACH AND A NET OFFER TO THE PUBLIC OF 3,968,000 EQUITY SHARES OF RS.