Directors Report of Syschem (India) Ltd.

Mar 31, 2025

The Directors have pleasure in presenting before you the 32^nd Annual Report together with the Audited Accounts of the
Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS -

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

Particulars	2024-2025 (Amount in Lakhs)	2023-2024 (Amount in Lakhs)
Gross Income (Operations)	38,623.10	23,347.69
Expenses	38,526.18	22,953.39
Profit / Loss Before Interest and Depreciation	401.78	711.13
Interest	5.93	20.95
Depreciation	294.69	278.87
Exceptional Item	-
Net Profit / (Loss) Before Tax	101.16	411.31
Provision for Tax
Deferred Tax	55.15	135.17
Net Profit / (Loss) After Tax	46.01	276.14

STATE OF COMPANY’S AFFAIRS / BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING
THE YEAR / HIGHLIGHTS / OPERATIONS

During the year under review, your Company registered total revenue of 38,623.10 Lakhs as compared to previous year
23,364.69 lakhs, there is a 65.42 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. 46.01 lakhs as compared to Rs. 276.14 Lakhs in
the previous year, there is reduction in the percentage of profits in the Company as compared to previous years as there
in increase in the expenses and increase in cost of production.

DIVIDEND: -

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

GENERAL RESERVE:

The Company has not transferred any amount to any reserves.

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.
Suninder Veer Singh (DIN: 07693557), Director of the Company liable to retire by rotation in the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment.

During the Financial Year 2024-25, the Changes in Board of Directors are as follows:

Mrs. Neena Batra (DIN: 07846399) resigned on 27.06.2024 and Mr. Vivek Trehan, DIN: 031403346 Resigned on
24.03.2025 due to their personal reasons.

Mr. Madan Lal Aggarwal (DIN: 02403905) has been appointed by the Board of Directors as an Additional Director
(Independent) on 8^th of November, 2024 upon recommendation of Nomination and remuneration committee. He was
regularized as an Independent Director of the company with immediate effect in the Extra Ordinary General Meeting
dated 20^th January, 2025.

Mr. Sunil Kumar Bhasin (DIN: 10996254) has been appointed by Board of Directors as an Additional Director (Non¬
executive) on 24^th March, 2025 upon the recommendation of Nomination and Remuneration Committee. He was
regularized as Non-Executive Director of the company with immediate effect in the Extra Ordinary General Meeting
held on 8^th June, 2025 through Postal Ballot.

The Composition of Board of Directors as on 31^st March, 2025 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) Regulations, 2015.

The Independent Directors have confirmed the compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Director) Rules, 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 Share 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 Rs. 10/- (Rupees Ten Only) each and 2,00,00,000 (Two Crore Only)
Preference Shares of Re. 1/- (Rupee One Only) each. During the year, the Company has increased the authorized share
Capital as under:

• From Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 4,80,00,000 (Four Crores Eighty Lacs Only)
Equity Shares of Rs 10/- (Rupees Ten Only) each and 2,00,00,000/- (Two Crore Only) Preference Shares of Re.

1/- (Rupee One Only) each to Rs. 62,00,00,000/- (Rupees Sixty-Two Crore Only) divided into 6,00,00,000 (Six
Crores Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 2,00,00,000 (Two Crore Only) Preference
Shares of Re 1/- (Rupee One Only) each by the approval of shareholders in the Extra Ordinary General Meeting
held on 20^th January, 2025.

• During the year Company has allotted 1,67,00,000 Convertible warrants (One Crores and Sixty-Seven Lakhs
Only) at an issue price of Rs. 49/- (Rupees Forty-nine Only) each (Including the premium of Rs. 39/- (Rupees
Thirty-Nine Only) through Preferential issue. Out of this, the company converted 36,50,000 (Thirty-Six Lakh
Fifty Thousand Only) warrants into Equity on 5^th of March, 2025.

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

- The Company has issued an Employee Stock Options schemes 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. of cases pending as on the	No. of complaints filed	No. of cases pending as on the
No.	beginning of the financial year	during the financial year	end of the financial year under
	under review	under review	review
1.	NIL	NIL	NIL

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The Company, through Postal Ballot approved the change in designation of Mr. Sunil Kumar Bhasin from Additional
Director to Non-Executive Director. Additionally, the shareholders approved the implementation of an Employee Stock
Option Plan (ESOP) on August 7, 2024. Pursuant to this, the Company applied for in-principal approval, which was
granted on June 9, 2025. Subsequently, the allotment of options to eligible employees was completed on June 11, 2025.

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:

There is no material changes or commitments, effecting the financial position of the Company happening between the
end of the Financial Year of the Company and date of this Report.

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 Company’s business: Company had set up Plant in Kalka which had become operational and
started additional production requirement of the Market.

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. The 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 part of this Annual Report. A
Certificate from Mr. Kanwaljit Singh, a Practicing Company Secretary confirming compliance with the conditions of
Corporate Governance namely as report on Corporate Governance. Annexure D-7

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 company''s expansion and execution of new projects,
recruitment receives significant attention, successfully attracting skilled professionals at various levels.

The Management of Syschem is dedicated to foster a supportive, nurtured 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 maintain 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 2024-25, 10 (Ten) Board Meetings were held including 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
18-04-2024	5	5
06-05-2024	5	4

12-06-2024	5	5
02-07-2024	5	5
12.08.2024	5	5
08-11-2024	6	6
24-12-2024	6	6
04-02-2025	6	6
05-03-2025	6	6
24-03-2025	6	6

Independent Director Meeting

Date of Independent Directors Meeting	No of Directors entitled	Attendance of Director
24-12-2024	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. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision-making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards Statutory compliances, monitoring of controls and Corporate
Governance

The Independent Directors had met separately on 24.12.2024 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 Director''s 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 TA V & Co, Chartered Accountants (Firm registration No: 024510C), were appointed as Statutory Auditors of the
Company in the Annual General Meeting held in year 2020 to hold office till the conclusion of Annual General Meeting
to be held in the year 2025. The tenure of the Auditor Completed and the company decided to re-appoint M/s S TA V &
Co Statutory Auditors of the Company from the Conclusion of the ensuing Annual General Meeting to be held on 04^th of
September, 2025 till conclusion of Annual General Meeting to be held in year 2030-31.

The Companies Amendment Act, 2017 (Vide Notification dated 7^th May, 2018 issued by the Ministry of Corporate
Affairs) has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders every year.
Hence, the resolution relating to ratification of Auditor’s 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 the Financial Year 2024-25 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.

As per the SEBI Notification dated 12^th December, 2024, the Secretarial Auditor needs to be appointed after taking
approval from shareholders in the Annual General Meeting of the Company for a maximum tenure of 5 years at a time.

Therefore, the Company had recommended the appointment of Mr. Kanwaljit Singh as the Secretarial Auditor of the
Company in the ensuing Annual General Meeting of the Company from the Conclusion of the upcoming Annual General
Meeting till the conclusion of Annual General Meeting to be held in year 2030.

There are no qualifications or adverse remarks by the Secretarial Auditors in the Report issued on 30^th July, 2025
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 4^th August, 2025, appointed M/s. Mohit Aggrawal Associates, Cost Accountants, as the
Cost Auditors of the Company for the financial year 2025-2026. 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. 45,000/- (Rupees
Forty Thousand Only) plus out of pocket expenses, if any. The Company is maintaining all Cost Audit Records and there
are no Audit Qualifications.

ESOP ISSUANCE

During the financial year 2025-26, the Nomination and Remuneration Committee designated as Compensation
Committee of the Board in their meeting held on 11^th 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 Only) 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. Detailed disclosure under regulation 14 of Securities and
Exchange Board of India as on 31^st March, 2025 are given in the Annexure D - 9.

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 Board’s 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 don’t have a
significant currency risk as we’re 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 General Meetings (SS-2).

INTERNAL FINANCIAL CONTROLS AND THETR ADEQUACY

As required pursuant to provisions of section 134(1) (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. Ms.
Anju, continues to be the Internal Auditor of the Company.

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 2024-25 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 COMPANY''S OPERATIONS IN FUTURE

To best of our knowledge, there are no significant or material orders passed by any Regulatory Authority, Court or
Tribunal which shall impact the going concern status and Company’s 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, the Audit
Committee has been duly constituted.

However, during the year, Mr. Vivek Trehan resigned from the Company from the Directorship with effect from 24^th of
March, 2025 and thus, the Audit Committee was reconstituted with the addition of new director Mr. Sunil Kumar Bhasin

and Mr. Madan Lal Aggarwal in the list of members of Committee on 24^th of March, 2025. The Audit Committee as on
March 31, 2025 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, 2025 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 the Mr. Sunil Kumar Bhasin and Mr. Madan Lal Aggarwal become the part of Nomination and
remuneration Committee on 24^th of March, 2024 and Mr. Vivek Trehan resigned from the membership on 24^th of March,
2025.

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, 2025: -

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

During the year Ms. Arshdeep Kaur resigned from the position of chairperson and Mr. Madan Lal Aggarwal become the
chairperson of the Stakeholders Relationship Committee on 24^th March, 2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company was
covered under the applicability criteria for Corporate Social Responsibility (CSR) for the Financial Year 2023-24.
Accordingly, a CSR Committee was duly constituted and the required disclosures were made in the Annual Report of that
year.

However, during the Financial Year 2024-25, the Company does not meet the thresholds specified under Section 135(1) of
the Companies Act, 2013 (i.e., net worth of ?500 crore or more, turnover of ?1,000 crore or more, or net profit of ?5 crore or
more during the immediately preceding financial year), and hence, the provisions relating to CSR are not applicable for the
Financial Year 2024-25.

Consequently, the Board of Directors of the Company, at its meeting held on 24^th December, 2024, approved the dissolution
of the CSR Committee, in compliance with the provisions of Section 135 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (CSR Policy) Rules, 2014 and Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015.
The Company shall reconstitute the CSR Committee and comply with applicable provisions as and when it becomes
applicable in future.

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, for the Financial Year ended March 31, 2025 is available on
the Company''s 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 31^st March 2025, 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 Rs. 50 Cr till date pursuant to the approval from the shareholders in the
Extra Ordinary General Meeting held on 9^th April, 2022.

CONTRACTS OR ARRANGEMENTS WITH 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 arm''s 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
Company''s website at the web link: https://syschem.in/investors CODE.html

In terms of Section 134(3) (h) of the Companies Act, 2013, there are no transactions to be reported in Form AOC-2. The
details of the related party transactions as per Ind-AS, are set out in Note 24 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 Company’s website https://syschem.in/investors RESOURCES.html

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

(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, can be obtained from the Company. However, the Report and the financial statements are
being sent to the members. Any shareholder interested in obtaining a copy of the same may write to the Company
Secretary.

GENDER-WISE COMPOSITION OF EMPOYEES

The Company continues to foster a diverse and inclusive workplace. As on 31^st March, 2025, the Company had a total of
115 permanent employees, of which 103 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 under review, the company reviewed and enjoyed cordial relationship with workers and employees at all
levels.

COMPLIANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIRENMENTS) REGULATIONS, 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.

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 31^st March 2025 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 2024-25 and Notice of the Syschem (India) Limited dated 4^th August, 2025 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 Company’s earlier Annual Reports, the Company’s Equity Shares are in compulsory Demat mode in
terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 90.946% 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. 9.054% of the shares are kept in Physical Mode.

During the financial year 2025 - 2026, the Company allotted 36,50,000 (ThirtySix Lakh Fifty Thousand) warrants
converted into Equity Shares and their Listing approval received on 4^th of April, 2025 after the closure of the quarter,
hence, they were represented in Physical Shares.

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 2024-25, no Corporate Insolvency Resolution Process (CIRP) has been initiated by the
Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC).

However, an application under Section 9 of the IBC, 2016 was filed by Lotus Builder against the Company before the
Hon’ble National Company Law Tribunal (NCLT), Chandigarh Bench, alleging default in operational dues.

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 Hon’ble Tribunal. The matter is currently sub judice, and appropriate legal measures are being taken by the
Company.

The Company will continue to make timely disclosures as and when there are material developments in the said
proceedings.

• 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 2024-25.

• 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 Government and
Local Authorities for their continued co-operation and support.

They would also 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)

Managing Director Whole Time Director

(DIN 00635274) (DIN 07693557)

PLACE: CHANDIGARH
Date: 04-08-2025

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 31^st Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULTS

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

Particulars	2023-2024 (Amount in Lakh)	2022-2023 (Amount in Lakh)
Gross Income(Operations)	23347.69	13037.69
Expenses	22953.39	12447.44
Profit / Loss Before Interest and Depreciation	711.13	887.29
Interest	20.95	1.96
Depreciation	278.87	270.26
Exceptional Item
Net Profit / (Loss) Before Tax	411.31	615.07
Provision for Tax
Deferred Tax	135.17	163.76
Net Profit / (Loss) After Tax	276.14	451.31

STATE OF COMPANY’S AFFAIRS / BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR / HIGHLIGHTS / OPERATIONS

During the year under review, your Company registered total revenue of 23364.69 lakhs as compared to last year figure as 13062.51 Lakhs respectively. The net profit of the Company this year is Rs. 276.14 Lakhs as compared to previous year where Company incurred a Profit of Rs451.31Lakhs due to management optimistic approach Company is able to grow and convert its losses into profits.

DIVIDEND :-

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

GENERAL RESERVE:

The Company has not transferred any amount to any reserves.

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), Managing 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 202324, there is no change in the Board of Directors of the Company.

.The Company recently received the Letter of resignation from Ms. Neena Batra having DIN:07846399 dated27.06.2024. The Company took note of the same at the Board Meeting dated 2^nd July, 2024. The Company appointed Mr. Vivek Trehan having DIN: 03140346 as the Additional Non Executive Director of the Company in the same Board Meeting held on 02.07.2024.

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 s(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. ShikhaKataria	Company Secretary
Mr. Sanjeev Agrawal	Chief Financial Officer

SHARE CAPITAL

The Authorized capital of the Company is Rs. 50,00,00,000 comprising of 4,80,00,000 equity shares of Rs.

10/- each and 2,00,00,000 preference shares of Rs. 1/- each. Issued, paid up and subscribed Share Capital of

the Company is Rs. 39,86,30,000 comprising of 3,98,63,000shares of Rs. 10/- each. During the year the

Company has increased the authorized share Capital asunder:

• From Rs. 34,00,00,000/- (Rupees Thirty Four Crore Only) divided into 3,20,00,000/- (Thirty Two Crore only) equity shares of Rs. 10/- (Rupees Ten only) each and 2,00,00,000/- Preference Shares of Rs 1/- each to Rs. 50,00,00,000/- (Rupees Fifty Crore only) divided into 4,80,00,000 equity shares of Rs 10/- each and 2,00,00,000/- PreferenceSharesofRs.1/-each by approval of shareholders in the e-voting through Postal Ballot dated 19^th day of April, 2023.

• During the year Company has allotted79,72,600 (Seventy Nine Lakhs Seventy Two Thousand Six Hundred Only) Equityshares of Rs 10/-eachthrough right issue of shares at a price of Rs. 40 including premium of Rs 30 and Rs 10 as the Face value.

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

- The Company has not issued any Sweat Equity Shares during the year under review.

- No Bonus Shares were issued 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. Nc	. No. of cases pending as on the	No. of complaints filed	No. of cases pending as on
	beginning of the financial year	during the financial	the end of the financial
	under review	year under review	year under review
1.	NIL	NIL	NIL

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Resignation of Ms. Neena Batra from the Board of Director with effect from dated27 June, 2024 due to her personal engagement and appointment of Mr. Vivek Trehan as the additional Director of the Company with effect from 2^nd July, 2024

The Company has approved the Syschem (India) Limited ESOP Scheme 2024 in the Board Meeting dated 2^nd July, 2024.

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:

The company has initiated the process of ESOP for which approval of the Board in the meeting dated 2^nd July, 2024 is taken subject to the approval of Shareholder in the Annual General Meeting.

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 Company’s business

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 installedsoftware 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, 2015is 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 company''s 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 well being. 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 2023-24, 12 (Twelve) Board Meetings were held including 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
15-05-2023	5	4
01-06-2023	5	4
20-06-2023	5	5
04-07-2023	5	4
04-08-2023	5	4
04-09-2023	5	5
22-09-2023	5	4
02-11-2023	5	4
08-11-2023	5	5
22-11-2023	5	4
09-02-2024	5	4
11-03-2024	5	5

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 is the criteria for evaluation:-

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

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

Criteria for evaluation of the Individual Directors including Independent Directors;

vii. Experience and ability to contribute to the decision making process

viii. Problem solving approach and guidance to the Management

ix. Attendance and Participation in the Meetings

x. Personal competencies and contribution to strategy formulation

xi. Contribution towards Statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 04.08.2023without 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 Director''s performance. The performance evaluation of all the Independent Directors have 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 TA V & Co, Chartered Accountants (Firm registration No: 024510C), who was appointed as Statutory Auditors of the Company in the last Annual General Meeting to hold office till the conclusion of Annual General Meeting to be held in the year 2025.

The Companies Amendment Act, 2017 (Vide Notification dated 7^th May, 2018 issued by the Ministry of CorporateAffairs) has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders every year.Hence, the resolution relating to ratification of Auditor’s appointment is not included in the Notice of the ensuingAnnual 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 the Financial Year 2023-24 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 issuedon 04^thJuly,2024which were duly complied.

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 2^nd July, 2024, appointed M/s.Mohit Aggrawal Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2024-2025. 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. 45,000/- (Rupees FortyThousandOnly) plus 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 2023-24, Our Company hasnot adopted any ESOP Schemeand also no options were issued. However during Financial Year 2024-25, the company is in the process of implementation of ESOP Scheme, subject to the approval of shareholders in the Annual General Meeting.

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 CompaniesAct, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Board has carriedout an annual evaluation of its own performance, of the Directors as well as the evaluation ofthe working of its committees.

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

The Board’s 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 andguidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was alsoevaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging activeengagement 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 theDirector being evaluated. The performance evaluation of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors who also reviewed the performance of the Board as a whole. TheNomination and Remuneration Committee also reviewed the performance of the Board, its committees and of theDirectors.

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 don’t have a significant currency risk as we’re 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 ofSecretarial Standards on Meetings of the Board ofDirectors (SS-1) and on General Meetings (SS-2).

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (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. Ms. Anju, continues to be the Internal Auditor of the Company.

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 2023-24 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 COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company’s 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, 2024 comprises of the following Independent Directors:

Ms. Arshdeep Kaur	Independent Director, Chairman
Mrs. Renu Rawat	Non Executive, Independent Director
Mrs. Neena Batra	Non-Executive - Non 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, 2024 comprises of the following Directors:

Mrs. Renu Rawat	Independent Director, Chairman
Ms. Arshdeep Kaur	Non-executive, Independent Director
Ms. Neena Batra	Non- Executive- Non Independent Director

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, 2024 :-

Ms. Arshdeep Kaur	Non-Executive- Independent Director
Mr. Ranjan Jain	Executive Director
Mr. Suninder veer Singh	Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per section 135 of Companies Act, 2013 and relevant regulation of SEBI (Listing Obligations and Disclosure requirement), 2015, the Company is required to constitute the Corporate Social Responsibility Committeeas during the previous year ended 31^st March, 2023 the Company earned a profit of more than Rs.5.00 Cr. So, the Company is required to constitute CSR Committee. The Corporate Social Responsibility Committee as on March 31^st, 2024 Compromised of:

Mrs. Renu Rawat	Independent Director, Chairman
Ms. Arshdeep Kaur	Non-Executive - Independent Director
Mrs. Neena Batra	Non-Executive - Non Independent Director

The details of amount to be spent on CSR are furnished in the Report on Corporate Social Responsibility. 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, 2024 is available on the Company''s 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 as at end of the Financial Year 2023-24the Company had extended the Guarantee given against the loan taken by the Pharmacare International for an amount of 50 Crores from 35 Cr subject to the approval from the shareholders in the extra ordinary general meeting held on 9^th April, 2022.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis. Hence, provisions of Section 188 (1) are not applicable. However, as these transactions were in the ordinary course of business and on an arm’s length basis, in the opinion of the Board these transactions are justified to be executed. The detail of these transactions is given in Annexure D-7, which forms part of this report.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 16 of 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 Company’s website https://syschem.in/investors_RESOURCES.html

DIRECTORS’ RESPONSIBILITY STATEMENT

(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 6 Registered Offices of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 REQUIRENMENTS), 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 everyQuarter 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 2023 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 2023-24 and Notice of the Syschem (India) Limited dated 2^nd July , 2024 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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

During the Financial year, your Company has complied with applicable standards issued by the Institute of Company Secretaries of India.

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 Company’s earlier Annual Reports, the Company’s Equity Shares are in compulsory Dematmode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 99.24 % 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.

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)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the Company it under the IBC before the NCLT.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is applicable on the Company as per section 135 of Companies Act, 2013 and other relevant provisions of SEBI (Listing Obligations and Disclosure requirements), 2015, our Company profitability of last 3 years is in negatives (details of which provided in theD-6) as attached which forms part of the Board Report. The Company has formulated the Corporate Social Responsibility Committee and the details provided in the Board report as well as in the annexure as attached. However the Company''s losses are converting into profitability and soon, our company will adopt the project as per the applicable law.

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 2023-24.

• 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.

• Neither application was made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 in the financial year 2023-24.

• 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.

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their Twenty First Annual Report for the financial year ended on 31st March 2014.

FINANCIAL RESULTS (Amount in Lacs) PARTICULARS 31.03.2014 31.03.2013

Sales (Inclusive ofexcise duty and other income) 2121.74 1718.16

Profit/(loss) before intt, dep & tax 510.69 378.98

Interest 259.52 130.36

Profit/(loss) before dep & tax 251.17 248.62

Depreciation 175.26 111.26

Profit/(loss) before tax 75.91 137.36

Tax including deferred/provision for tax 16.51 39.31

Net Profit/(loss) after tax 59.40 98.05

Amount of loss transferred to balance sheet 286.85 343.91

BUSINESS AND PERFORMANCE

During the year under review, the turnover of the company has risen to 2121.74 lacs which is 23.5% higher than the previous year''s turnover. However the profits of the company decreased to Rs. 59.40 lacs due to adverse market conditions and higherfinance costs.

FUTURE PROSPECTUS

Presently the company is engaged in the manufacturing of Drug Intermediates and chemicals. During the current financial year, the company is planning to venture into APIs/intermediates, and will begin the manufacturing of clopidogrel, fexofenadine, etoricoxib, pentazocene, etc.The market demand for these products is very high. The company is also shifting its focus to manufacture and market the products under its own name and tapering off the job work activities.

The company is doing well under the trade mark ''Kaarigar''. Under this brand name, the company is selling wood coatings and complete range of wood finishes. The market response for these products from the market is very fovourable. The company is foreseeing significant growth for these products in the current financial year and started to market the products in the northern region of the country particularly in Chandigarh, Punjab, Haryana, Himachal Pradesh, J & Ketc The economic conditions in the country are not very conducive but still the management is confident that the company will continue to grow further as there is demand for its products in the market.

DIVIDEND

In the absence of adequate profit for the year, your directors have not recommended any dividend for the financial year 2013-14. However as per the terms of Preference Shares, 2% preference dividend, if approved by the shareholders, be paid to the preference shareholders.

FIXED DEPOSIT

During the year the Company has accepted deposit from the public within the meaning of Section 58-Aof the Companies Act, 1956 in compliance with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr. Rajesh Gupta, Wholetime Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. As stipulated in terms of Clause 49 of the Listing Agreement, the brief resume of Mr. Rajesh Gupta is provided in the Explanatory Statement annexed to the notice of the meeting. During the current financial year, Mr. Kushal Pal Singh,Managing Director, Mr. Ranjan Jain, Wholetime Director, Mr. Shanti Lai Jain, Director (Independent) and Mr. Jagir Singh, Director (Independent) have resigned from their respective positions.

LISTING

The shares of the Company are listed at Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. It is regular in complying with all the listing requirements. The shares of the Company are being regularly traded in Bombay Stock Exchange.

The Board of Directors in its meeting held on 14.08.2012 had approved the voluntary delisting of its Equity Shares from Delhi Stock Exchange Ltd. in terms of SEBI (Delisting of Equity Shares) Regulations, 2009. The Company had filed application to Delhi Stock Exchange Ltd. for voluntary delisting of Equity Shares and theirapproval is still awaited.

AUDITORS

M/s Bansal Vijay & Associates, Chartered Accountants, Chandigarh, the retiring Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for the Financial Year 2014-15. The Company received a certificate from them as required under Section 141 ofthe Companies Act, 2013. The Board recommends their appointment for your approval.

CORPORATE GOVERNANCE REPORT

As required under clause 49 of Listing Agreement the Corporate Governance Report along with certificate from Company Secretary in Practice regarding compliance of conditions of corporate governance report is enclosed.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under clause 49 (E) of Listing Agreement the Management Discussion & Analysis forms an integral part of the Directors Report.

AUDIT COMMITTEE

Pursuant to provisions of section 177 of the Companies Act, 2013and Listing Agreement the Company has constituted the Audit Committee of the company. The following are the members of the committee. Mr. Satish Chand Aggarwal is the Chairman of the Audit Committee.

Mr. Satish Chand Aggarwal Mr. Balwant Singh Sandhu Mr. Jagmohan Arora

AUDITORS REPORT

Observations in the Auditors Report are dealt with in the notes to the Accounts and being self explanatory need no further explanation.

PARTICULARS OF EMPLOYEES

None of the employees is covered Under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under Section 217(1)(e) of the companies Act, 1956, read with Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is as follows:

a.Tech nology Absorption:

The Company is using indigenous technologies in the manufacturing of process. The updation of technology is an ongoing process and Company is complying with all the statutory guidelines in this regard.

b.Foreign Exchange earnings and Outgo:

The Company has not earned any income or incurred any expenditure in foreign exchange during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT

As required u/s 217 (2AA) of the companies Act, 1956 the Directors states that:

1. That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That 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 fairview ofthestateof affairs of the company at the end ofthe financial year and of the profit or loss of the company forthat period.

3. That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities.

4. That Directors have prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks to its clients, bankers, associates and shareholders for their valuable contributions towards growth ofthe company. The directors particularly wish to place on record their sincere appreciation for the best efforts put in by the employees towards upliftment ofthe Company.

For Board of Directors M/S SYSCHEM INDIA LIMITED

DATE : 13.08.2014 PLACE : Chandigarh Chairman