Syschem India Ltd Directors Report

To The Members,

Syschem (India) Limited

The Directors have pleasure in presenting before you the 33rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2026.

FINANCIAL SUMMARY

The financial results of the Company for the year under review are summarized for your consideration:

Particulars	2025-2026 (Amount in Lakh)	2024-2025 (Amount in Lakh)
Gross Income (Operations)	65462.60	38623.10
Expenses	63985.97	38526.18
Profit / Loss Before Interest and Depreciation	1995.81	401.78
Bank charges and interest	110.79	5.93
Depreciation	406.30	294.69
Exceptional Item	0	-
Net Profit / (Loss) Before Tax	1478.73	101.16
Provision for Tax
Deferred Tax	385.84	55.15
Net Profit / (Loss) After Tax	1092.90	46.01

STATE OF COMPANYS AFFAIRS / BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / HIGHLIGHTS / OPERATIONS

During the year under review, your Company registered total revenue of 65464.70 lakhs as compared to previous year 38627.34 Lakhs, there is a 69.48 percentage increase as the new plant is in operation so, the ultimately production increased respectively. The net profit of the Company this year is Rs. 1092.90 in lakhs as compared to Rs. 46.01 lakhs in the previous year, the Company recorded a significant improvement in profitability during FY 2025- 26 owing to increased production capacity after commencement of commercial operations of the new manufacturing facility."

DIVIDEND:

Your directors have not recommended any dividend in the current financial year.

GENERAL RESERVE:

"The profit for the year has been retained in the retained earnings of the Company."

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as there were no amounts due to be transferred to the fund during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ranjan Jain (DIN: 00635274), Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer himself for re- appointment. During the financial Year 2025- 26, the Changes in Board of Directors are as follows:

Mr. Sunil Kumar Bhasin DIN: 10996254 had been appointed by Board of Directors as an Additional Director (Non- executive) on 24th March, 2025 upon the recommendation of Nomination and Remuneration Committee. He was regularized as Non- Executive Director of the company liable to retire by rotation getting shareholders approval on 8th June, 2025 through Postal Ballot. A part from this there is no change in the Directorship in the Company. The Board have a composition of Executive and Non- executive directors. The Composition of Board of Directors as on 31st March, 2026 are as follows:

DIN	Particulars	Designation
00635274	Ranjan Jain	Managing Director
07693557	Suninder Veer Singh	Whole Time Director
02403905	Madan Lal Aggarwal	Independent Director
08056826	Arshdeep Kaur	Independent Director
08161739	Renu Rawat	Independent Director
10996254	Sunil Kumar Bhasin	Non-Executive, Director

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read with Regulation 16(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements), 2015.

The Independent Directors have confirmed the compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Director) Rule, 2014 as amended from time to time.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Ranjan Jain	Managing Director
Mr. Suninder Veer Singh	Whole Time Director
Ms. Shikha Kataria	Company Secretary
Mr. Sanjeev Agrawal	Chief Financial Officer

SHARE CAPITAL

The Authorized capital of the Company is Rs. 62,00,00,000/- (Rupees Sixty- two Crore only) divided into 6,00,00,000(Six Crores Only) equity shares of Rs10/- each and 2,00,00,000 (Two Crore Only) Preference Shares of Rs 1/- each. During the year there is no change in the Authorized share Capital of the Company, but change in the paid- up capital of the Company as follows:

- During the year Company has allotted 55,000,000 shares after conversion of compulsory conversion of warrants into Equity shares at an issue price of Rs 49/ - each (Including the premium of Rs 39) through Preferential issue, the approval of the same received through Extra Ordinary General Meeting held on 20th January, 2025. The Company received the listing approval of the same on 16th of April, 2026. Further the Company allotted 43,52,500 equity shares with in time frame of 18 months from the date of allotment of compulsory convertible warrants on 7th of July, 2026. At an issue of Rs. 49/ - (including premium of Rs. 39/ - only).

- The Company through Nomination and Remuneration Committee approved the grant of options to Employees of a total amount of 10, 00,000 shares under Employee Stock Options Scheme_2024 on June 11, 2025, the Company took the approval of the same August 7, 2024 in the Annual general Meeting of the Company from the shareholders. After completion of the vesting period the allotment 250000 equity shares to the employees were done in the Board Meeting dated 22nd June, 2026

- The Company has not bought back any of its securities during the year under review.

- No Bonus Shares were issued during the year under review.

- The Company has not issued shares through Right issue during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place Policy for Prevention and Redressal of Sexual Harassment in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as the said Act) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office of the Company to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21& 22 of the aid Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr. No	No. of cases pending as on the beginning of the financial year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end of the financial year under review
1.	NIL	NIL	NIL

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The Company received listing approval from BSE Limited on 16th April, 2026 for 55,00,000 equity shares after conversion of warrants into Equity, which were earlier allotted pursuant to the approval of the Board of Directors at its meeting held on 13th March, 2026. The listing of the said shares has been carried out in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

The Board of Directors of the Company, at its meeting held on 3rd June, 2026, approved the change in designation of Mr. Suninder Veer Singh from Whole- Time Director to Managing Director and Mr. Ranjan Jain from Managing Director to Whole- Time Director, consequent to reallocation of roles and responsibilities within the management. The said changes are subject to the approval of the shareholders, however the approval for the resolution was not received from shareholders. So, the previous designation of the Executive directors remains same.

The allotment of Equity shares 250000 after completion of vesting period by way of ESOP under the Syschem India Limited Employee Stock Option scheme_2024 by way of board meeting dated 22nd of June, 2026 and Further allotment of 43,52,500 Equity shares through Preferential issued to Promoters on 7th July, 2026 through Board meeting at a price of Rs. 49/- only (including premium of Rs. 39/-) within a period of 18 months from the date of allotment of Compulsory convertible warrants. Out of the Total 16700000 warrants allotted to the allottees, there is lapse of 3197500 warrants, the allottees/promoters did not convert these warrants into equity with a period of 18 months from the date of allotments of warrants. And accordingly, 25% of the upfront money received at the time of allotment of warrants from them, the company forfeited the same and the amount become part of the retained earnings of the company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except for the events specifically disclosed under "Events Subsequent to the Date of Financial Statements", there were no other material changes or commitments affecting the financial position of the Company.

MAJOR CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Companys business: Company had Plant set up in Kalka had become operational and started additional production requirement of the Market, the Company is in its expansion mode, as the company is expanding its existing units, so as to meet the market demand of the Products.

b. Generally, in the class of business in which the Company has an interest.

LISTING WITH BSE LIMITED

The Equity Shares of the Company are listed at BSE Limited and are being regularly traded on the Main Board of Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

INSIDER TRADING

The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. Company has also installed software for PIT disclosures that records UPSI transactions from time to time.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Listing Regulations, 2015, Report on Corporate Governance is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Kanwaljit Singh, a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed with the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Management Personnel and other employees is attached as Annexure D- 2, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure D- 3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES: -

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The details under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure D- 4.

HUMAN RESOURCES

Syschem acknowledges the pivotal role its employees play as a key asset, understanding that investing in them directly contributes to creating value for all stakeholders. With the companys expansion and execution of new projects, recruitment receives significant attention, successfully attracting skilled professionals at various levels.

The Management of Syschem is dedicated to fostering a supportive, nurturing and rewarding work environment. They achieve this through a range of employee engagement programs, empowering individuals to excel in their respective fields. Together, we strive to exceed expectations and make a positive impact in the lives of our stakeholders.

We are committed to maintaining a diverse, healthy and thriving workforce that imbibes our culture of empowerment, innovation, safety and wellbeing. Our associates play a key role in decision making and providing impactful solutions in transformation of the organization.

The Human Resources department organizes training and development programs to continually enhance the skills and knowledge of the employees, ensuring their growth and success within the organization.

NUMBER OF MEETINGS OF BOARD

During the year 2025- 26, 07 (Seven) Board Meetings and 1 (One) Independent Directors meeting as required under Schedule IV of Companies Act, 2013 and as per Listing Regulations, 2015.

Date of Board Meeting	No. of Directors entitled	Attendance of Directors
30-04-2025	6	6
08-05-2025	6	6
04-08-2025	6	6
29-09-2025	6	6
10-11-2025	6	6
02-02-2026	6	6
13-03-2026	6	6

Independent Director Meeting

Date of Independent Directors Meeting	No of Directors entitled	Attendance of Director
13-03-2026	3	3

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter- alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following are the criteria for evaluation: -

a. Criteria for evaluation of the Board of Directors as a whole:

i. Composition of the Board, including an appropriate mix of skills, experience, expertise, diversity and independence.

ii. Effectiveness of the Boards processes, deliberations and decision-making.

iii. Quality and timeliness of information provided to the Board.

iv. Monitoring of financial performance, internal controls and risk management systems.

v. Effectiveness in ensuring compliance with applicable laws, regulations and governance requirements.

vi. Succession planning for Directors and Key Managerial Personnel

vii. Criteria for evaluation of the Individual Directors including Independent Directors;

viii. Effectiveness of Board Committees and their reporting to the Board.

ix. Protection of stakeholders interests and promotion of ethical business conduct.

x. Overall contribution of the Board towards achieving the Companys objectives and enhancing long-term shareholder value.

b. Criteria for evaluation of the Independent Directors as a whole:

i. Attendance at meetings of the Board, Committees of which he / she is a member and of Shareholders.

ii. Compliance with the Code of Conduct;

iii. Evaluation and advice relating to the Companys performance, both financial and commercial;

iv. Awareness of the Companys operations and organization, applicable corporate and other major laws and regulations, fiduciary responsibilities and matters relating to Stock Exchanges, SEBI and corporate governance generally.

v. Adherence to independence, no- conflict of interest and protection of interests of stakeholders.

The Independent Directors had met separately on 13.03.2026 without the presence of Non- Independent Directors and the members of management and discussed, inter- alia, the performance of non- Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors express their satisfaction with the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:

M/s. S T A V & Co., Chartered Accountants (Firm Registration No. 024510C), Statutory Auditors of the Company, have tendered their resignation from the office of Statutory Auditors of the Company with effect from 31.08.2026, due to their inability to continue as the Statutory Auditors of the Company. The Board of Directors places on record its sincere appreciation for the valuable services rendered by M/s. S T A V & Co. during their tenure as the Statutory Auditors of the Company.

Pursuant to the recommendation of the Audit Committee, approval of Board at the Board meeting dated 01.09.2026 and subject to the approval of the members of the Company at the ensuing AGM, the Board of Directors has appointed M/s. Bansal Vijay & Associates, Chartered Accountants (Firm Registration No. 014930N) as the Statutory Auditors of the Company for a term of five (5) consecutive years, to hold office from the conclusion of the ensuing AGM until the conclusion of the 33rd Annual General Meeting of the Company till 38th Annual General Meeting, at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors.

M/s. Bansal Vijay & Associates have confirmed their eligibility for appointment in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014, and have further confirmed that their appointment, if approved by the members, shall be in compliance with the applicable provisions of the Companies Act, 2013.

The Companies Amendment Act, 2017 (Vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs) has dispensed with the requirement of ratification of Auditors appointment by the shareholders every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing Annual General Meeting.

The Auditors Report does not contain any qualifications/reservation or adverse remarks. Notes to accounts are self- explanatory and form an integral part of Financial Statements.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Kanwaljit Singh, a Company Secretary in practice having Membership No. 5901, was appointed as Secretarial Auditor of the Company for a period of 5 years taking approval of shareholders at the 32nd Annual General Meeting held on 4th September, 2025 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D- 5 and forms part of this report. There are no qualifications or adverse remarks by the Secretarial Auditors in the Report issued on 11th August, 2026.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by Auditors under sub- section (12) of section 143 including those which are reportable to the Central Government.

DISCLOSURE ABOUT COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 25th May, 2026, appointed M/s. CL. Bansal & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2026- 2027 with membership number of the Cost Auditor as 9273. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would not be exceeding Rs. 75,000/- (Rupees Seventy- five Thousand Only) plus GST and out of pocket expenses, if any. The Company is maintaining all Cost Audit Records and there is no Audit Qualifications.

ESOP ISSUANCE

During the financial year 2025- 26, the Nomination and Remuneration Committee designated as Compensation Committee/ Nomination and Remuneration Committee of the Board in their meeting held on 11th June, 2025 granted 10,00,000 (Ten Lakhs) stock options to the eligible Employees as per the Scheme of the Company at an exercise price of Rs. 10 (Rupees Ten) per share. The options granted under the Plan shall be exercised not earlier than minimum period of 1 (one) year and not later than maximum period of 4 (four) years from the date of vesting. After the Completion of the vesting period the Company allotted the 25% of the options granted on 22nd of June, 2026 in the Board Meeting to the 9 employees after receiving the allotment amount from them. However, the allotment of Shares events was subsequent to financial year disclosure. Detailed disclosure under regulation 14 of Securities and Exchange Board of India as on 31st March, 2026 are given in the Annexure D- 8

CONSOLIDATED FINANCIAL STATEMENTS

Consolidation of financial statement in terms of Rule 6 of Companies (Accounts) Rules, 2014, are not applicable as Company does not have any subsidiary or associates.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, of the Directors as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its committees and of the Directors.

FOREIGN EXCHANGE RISK

The Company engages in various operational transactions, including anticipated sales, purchases, and borrowings that are denominated in foreign currencies. As a result, we are exposed to exchange rate fluctuations. Although we dont have a significant currency risk as were an export driven company, however, these fluctuations can have an impact on our financial results and overall performance, and therefore, managing these exposures is crucial to mitigate any potential risks and uncertainties associated with currency fluctuations.

To manage the risks arising from currency, our Company has implemented robust risk management policies, namely the Foreign Exchange Risk Management Policy and the Commodity Risk Management Policy. By adhering to these policies, we actively engage in hedging activities to mitigate the potential impacts of adverse movements in foreign exchange rates and commodity prices.

Through a systematic and well- structured approach, we aim to safeguard our financial position and ensure stability and predictability in our operations.

SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS- 1) and on General Meetings (SS- 2).

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(5) (e) of the Act, the Company has a well- placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. Mr. Anoop Kumar, has been appointed as the Internal Auditor of the Company for the Financial year 2026- 27, after completion of tenure of Ms. Anju from the same position on 25th May, 2026.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Board of Directors with responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis The risks faced by the Company and their minimization procedures are assessed by the Board. Further, the Company identifies risks, and control systems are instituted to ensure that the risks in each business process are mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

DETAILS OF THE PERFORMANCE OF THE SUBSIDIARY/ASSOCIATE OR JOINT VENTURE

The Company does not have any Subsidiary/Joint Ventures/Associate Companies. Hence, the provisions regarding incorporation of a separate segment for disclosure of the financial positions and performance of the Subsidiary, Associate and Joint Venture companies is not applicable to the Company

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2025- 26 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is NIL.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

To best of our knowledge there is not any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

AUDIT COMMITTEE

The Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Audit Committee has been duly constituted. The Audit Committee as on March 31, 2026 comprises of the following Independent Directors:

Ms. Arshdeep Kaur	Independent Director, Chairperson
Mrs. Renu Rawat	Non-Executive, Independent Director
Mr. Sunil Kumar Bhasin	Non-Executive, Director
Mr. Madan Lal Aggarwal	Non-Executive, Independent Director

Details of the Audit Committee have been separately given in the Corporate Governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2026 comprises of the following Directors:

Mrs. Renu Rawat	Independent Director, Chairperson
Ms. Arshdeep Kaur	Non-Executive, Independent Director
Mr. Sunil Kumar Bhasin	Non-Executive – Director
Mr. Madan Lal Aggarwal	Non-Executive, Independent Director

During the year there is no change in the Nomination and remuneration committee. The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Stakeholders Relationship Committee with following composition as on March 31, 2026: -

Mr. Madan Lal Aggarwal	Chairman Non-Executive- Independent Director
Mr. Ranjan Jain	Executive Director
Mr. Suninder veer Singh	Executive Director

During the year there is no change in the composition of Stakeholders Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company during the financial year ended 31st March 2026. Accordingly, the Company was not required to constitute a CSR Committee, formulate a CSR Policy or incur any expenditure towards CSR activities during the said financial year.

However, based on the financial performance of the Company during the financial year ended 31st March 2026, the provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 become applicable to the Company from the financial year 2026- 27. The Company shall accordingly undertake the necessary measures and comply with the applicable provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, including constitution of the CSR Committee, formulation of CSR Policy and undertaking CSR activities in accordance with the applicable provisions.

ANNUAL RETURN

Pursuant to section 134(3) of the Act, the Annual Return referred to in section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial year ended March 31, 2026 is available on the Companys website at https://syschem.in/investors_RESOURCES.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act in the Financial Year ending 31st March 2026 the Company had not given any loan. However, one corporate guarantee provided by company against the Credit Limit from HDFC Bank by the Pharmacare International, a related party for an amount of total amount of 50 Cr till date pursuant to the approval from the shareholders in the extra ordinary general meeting held on 9th April, 2022 and after that the rectification approval from shareholders after that at every Annual general meeting obtained for the same. Further Company have taken an Auto Loan during the financial year 2025- 26 of total amount of Rs. 40.16 lakhs.

RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were at arms length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. All material transactions made by the Company during the year that require prior approval of the Members has been taken by the Company. All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. It is available on the Companys website at the web link: https://syschem.in/investors_CODE.html

In terms of Section 134(3) (h) of the Companies Act, 2013, so the material related party transactions details are provided in Form AOC- 2. The details of the related party transactions as per Ind- AS, are set out in Notes to the Financial Statements.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of listing regulations, 2015. The details of the said Vigil Mechanism cum Whistle Blower Policy are given in the Corporate Governance Section, which is annexed herewith. The Vigil Mechanism cum Whistle Blower Policy is also available on the Companys website https://syschem.in/investors_RESOURCES.html

DIRECTORSRESPONSIBILITYSTATEMENT

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars, also form part of this Report. However, the Report and the financial statements are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Offices of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

GENDER-WISE COMPOSITION OF EMPLOYEES

The Company continues to foster a diverse and inclusive workplace. As on 31st March, 2026, the Company had a total of 135 permanent employees, of which 123 were male and 12 were female. The Company is actively working towards enhancing gender balance at all levels.

COMPLIANCE WITH THE MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961 and the Maternity Benefit (Amendment) Act, 2017. Necessary benefits including paid maternity leave, nursing breaks have committed to supporting the health, safety, and well- being of its women employees.

In line with the Maternity Benefit (Amendment) Act, 2017, the Company has put in place to support women employees returning to work post maternity leave and encourages a supportive work environment for working mothers.

HEALTH AND SAFETY

The company continues to accord high priority to health and safety of employees at all the locations. During the year the company review and enjoyed cordial relationship with workers and employees at all levels.

COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), 2015

The Company has devised proper systems to ensure compliance of all laws applicable to the Company and the compliance reports issued by the Departmental Heads are placed before the Board every quarter confirming compliance by the Company with all applicable Laws.

GREEN INITIATIVES

As part of the Green Initiative, we propose to send documents such as Notices of General Meeting(s), Annual Reports and other shareholders communications for the year ended 31st March 2026 in electronic form, to the email addresses provided by you and/or made available to the Company by the Depositories. A copy of annual report shall be available on the website of the Company and for inspection at the registered office of the Company, during office hours. In case any member wishes to get Annual Report and other communication in physical form, he may write to the company and the same will be provided free of cost.

Electronic copies of the Annual Report 2025- 26 and Notice of the Syschem (India) Limited dated 3rd August, 2026 for Annual General Meeting would be sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the same would be sent in the permitted mode.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Regulation. The Certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Companys earlier Annual Reports, the Companys Equity Shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 88.199% of the shares of the Company are already in dematerialized form. M/s Beetal Financial & Computer Services Pvt. Limited, New Delhi is acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines. 11.801% of the shares are kept in Physical Mode, as the Company this year allotted 55,00,000 Equity shares after conversion from warrants and their Listing approval received on 16th of April, 2026 after the quarter closing so, they were represented in Physical shares as the approval received after quarter closing for listing of shares. Thats why such 55,00,000 shares of the promoters showed in physical form by RTA.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the financial year 2025- 26, no Corporate Insolvency Resolution Process (CIRP) has been initiated by the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC). However, applications under Section 9 of the IBC, 2016 is pending of M/s Lotus Builder and M/s Anant Enterprises before the Honble National Company Law Tribunal (NCLT), Chandigarh Bench. The company has settled the M/S lotus Builders, the same has been intimated to the BSE, after the full and final payment of the same the case will be disposed of by the Company, the same will be intimated by the Company, in the due course as and when applied. The Company has duly disclosed this development to the stock exchange(s) in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and is actively defending the matter before the Honble Tribunal. The matter is currently sub judice, and appropriate legal measures are being taken by the Company. The Company have entered into settlement agreement with the M/S Lotus Builders and the same case, will be disposed of soon, once the payment will be done, the party will take the case from NCLT, Chandigarh bench. The Company will continue to make timely disclosures as and when there are material developments in the said proceedings.

OTHER DISCLOSURES

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees in the Financial Year 2025-26. Neither the Managing Directors nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries. No fraud has been reported by the Auditors to the Audit Committee or the Board. No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to express their deep sense of gratitude to its Central and State Governments and local authorities for their continued co-operation and support.

They also would like to place on record their sincere appreciation for the commitment, hard work, and high engagement level of every employee of the Company.

The Directors would also like to thank various stakeholders of the Company including customers, dealers, suppliers, lenders, transporters, advisors, local community, etc. for their continued committed engagement with the Company.

The Directors would also like to thank the shareholders of the Company for their confidence and trust reposed in the management team of the Company.

For & On Behalf of the Board	For & On Behalf of the Board
(Ranjan Jain)	(Suninder Veer Singh)
Director	Director
(DIN 00635274)	(DIN 07693557)
PLACE: CHANDIGARH
Date: 01.09.2026