The upfront cash consideration for the transaction is ₹400 crore, with an additional stock consideration linked to future Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) achievement, R Systems said in an exchange filing. The acquisition will be earnings-per-share (EPS) accretive for R Systems from the first year, it added.
The company said the acquisition creates a global digital product engineering services powerhouse with ₹2,060 crore revenue and ₹380 crore EBITDA, offering engineering, deployment and management of enterprise-scale fleets of AI agents under a single, governed platform.Novigo’s revenue grew at a compound annual growth rate (CAGR) of 44% over the last three years with 25% EBITDA margin and healthy free cash flow, R Systems said.
The acquisition will integrate R Systems’ OptimaAI Suite with Novigo’s UiPath Diamond-tier automation practice and Microsoft Copilot Centre of Excellence, the company said. The acquisition will also help R Systems expand its offerings in the Middle East region and gain delivery presence in Bengaluru and tier-2 cities such as Mangalore, it said.
Novigo’s management team will continue to be a part of the combined platform and drive growth, R Systems said.”By integrating Novigo’s automation depth into our OptimaAI portfolio, we can now take customers from model engineering to autonomous execution under one roof. It’s not just about adding scale, it is about adding synergetic, high-margin capabilities that translate into stronger outcomes for our clients,” Nitesh Bansal, the CEO and managing director of R Systems, said.
Barclays was Novigo’s financial advisore. The acquisition is expected to close in the coming weeks, subject to customary closing conditions.
Shares of R Systems International gained over 16% at ₹491.45 apiece on Friday morning.
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First Published: Aug 22, 2025 9:00 AM IS
