Shareholders Meeting: Notice of 33rd Annual General Meeting.

SYSCHEM SYSCHEM (INDIA) LIMITED Regd. Off. Village BARGODAM, Tehsil Kalka, Distt. Panchkula (Haryana) Tel.No.:0172-5070472; CIN: L24219HR1993PLC032195, Website: www.syschem.in; Email: info@syschem.in NOTICE OF THE 33 ANNUAL GENERAL MEETING NOTICE is hereby given that 33'd Annual General Meeting of the shareholders of Syschem (India) Limited will be held on, Wednesday, the 30" day of September, 2026 at 3:30.00 P.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM), the deemed venue of the Annual General Meeting is Village Bargodam Tehsil Kalka, Panchkula, Haryana to transact the following businesses: - ORDINARY BUSINESSES: To receive, consider and adopt the Audited Financial Statement for the Financial Year ended 31t March 2026 together with the reports of the Board of Directors and Auditors thereon and in this regard, pass the resolution as the ordinary Resolution: “RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31°t 2026, and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.” To appoint a director in place of Mr. Ranjan Jain (DIN: 00635274), who retire by rotation and being eligible, offers himself for re-appointment in this regard, pass the resolution as the ordinary Resolution. To consider the appointment of Auditor in case of Casual Vacancy and fix their remuneration and for this purpose to consider and, if thought fit, to pass with or without modification(s) as ordinary resolution in this regard. “RESOLVED THAT pursuant to the provisions of Section 139(8), Section 142 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the Companies (Audit and Auditors) Rules, 2014, and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation of the Audit Committee and approval of the Board of Directors of the Company, M/S Bansal Vijay & Associates, Chartered Accountants (Firm Registration No. 014930N), be and is hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of STAV & Co., Chartered Accountants, with effect from 31t August, 2026, to hold office from 1t September, 2026 till the conclusion of this Annual General Meeting of the Company, at such remuneration plus applicable taxes and reimbursement of out-of-pocket expenses as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.” To consider the appointment of Auditor and Fix their remuneration and for this purpose to consider and, if thought fit, to pass thef ollowing resolution with or without modification(s) as ordinary resolution in this regard, pass the resolution as the ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 139 and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit & Auditors) Rule, 2014, M/S Bansal Vijay & Associates, FRN: 014930N be and are hereby appointed as Statutory Auditors of the Company pursuant to confirmation that his appointment will be in accordance with the conditions prescribed under section 139 and 141and applicable rules made thereunder appointed as statutory Auditor of the Company to hold office for a term of 5 years , commencing from the conclusion of 334 Annual General Meeting till 38™ Annual general Meeting to audit the financial statements of the company for the Financial year 2026-27 to 2030-31 at remuneration plus GST as applicable, to be fixed by the Board of Directors of the Company.” SPECIAL BUSINESSES: To approve material related party transactions with M/S Pharmacare International for a period of one year from 33 Annual General Meeting till 34™ Annual General Meeting to Consider and, if thought fit, to pass with or without modifications, the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 and other applicable provisions, if any, read with rule 15 of the Companies (Meeting of Board and its power) Rules, 2014 and any other rule made thereunder and Regulation 23(4)of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended (‘SEBI Listing Regulations’) and INS AS 24 and rules framed thereunder, 33 Annual Report 202526 4 SYSCHEM SYSCHEM (INDIA) LIMITED Regd. Off. Village BARGODAM, Tehsil Kalka, Distt. Panchkula (Haryana) Tel.No.:0172-5070472; CIN: L24219HR1993PLC032195, Website: www.syschem.in; Email: info@syschem.in including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the Company's Policy on Related Party Transaction(s) and subject to such other approval(s), consent, permission(s) and sanction(s) as may be necessary from time to time and pursuant to the recommendation of Audit Committee, Board Members the consent of the members of the Company be and is hereby accorded for approval of material related party transaction(s), which term shall include any Committee thereof constituted/ to be constituted by the Board, to enter into such contract(s)/ arrangement(s)/ transaction(s) with “Related Parties” within the meaning of Section 2(76) of The Companies Act, 2013 and Regulation 2(1)(zb) of the Listing Regulations, to the extent of the maximum amounts as provided below, on such term(s) and condition(s) as the Board of Directors may deem fit, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at ARM'S LENGTH BASIS and in the ORDINARY COURSE OF BUSINESS of the Company from 33 Annual General Meeting till 34" Annual General Meeting for a period of one year with respect to sale, purchase or supply of any good(s) or material(s), selling or otherwise disposing of, or buying, leasing of property of any kind, availing or rendering of any service(s), appointment of agent for purchase or sale of good(s), material(s), service(s) or property or otherwise disposing of any good(s), material(s) or property or availing or rendering of any service(s), borrowings, advances/corporate guarantee or loans, on such term(s) and condition(s) as the Board of Directors may deem fit or appointment of such related party to any office or place of profit in the Company, as per the details set out in the explanatory statement annexed to this notice, for an amount which may exceed the prescribed thresholds as per provisions of the Listing Regulations & under the Companies Act, 2013, as applicable from time to time. Sr. Name of the Related Relationship Nature of transaction Transaction Amount in No. Party Rs 1 Pharmacare Related with the | As per Section 188 and | 600 Cr International Promoters of the | RPT Policy of the Company Company RESOLVED FURTHER THAT Mr. Ranjan Jain (DIN: 00635274), Director and/or Mr. Suninder Veer Singh (DIN: 07693557), Director of the Company be and are hereby severally authorized to negotiate, finalize, vary, amend, renew and revise the terms and conditions of the transactions and enter into, sign, execute, renew, modify and amend all agreements, documents and letters thereof, from time to time and to do all acts, deeds, things and matters and give all such directions as it may in its absolute discretion deem necessary, expedient or desirable, in order to give effect to this resolution. RESOLVED FURTHER THAT, all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolutions are hereby approved ratified and confirmed in all respects.” To approve Material related party’s transactions with M/S Indosol Export for a period of one year from 33" Annual General Meeting till 34t Annual General Meeting to consider and if thought fit, to pass, with or without Modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the p [Showing first 8,000 characters — download PDF for full document]