Key Items for Shareholder Approval

Item No. 1: Re-designation of Mr. Ranjan Jain as Whole Time Director

  • The resolution seeks shareholder approval to re-designate Mr. Ranjan Jain (DIN: 00635274) from Managing Director to 'Whole Time Director'.
  • The tenure is proposed for 5 years, from 3rd June 2026 to 2nd June 2031.
  • His remuneration is proposed at up to ₹7,00,000 (Seven Lakhs) per month for a period of 3 years.
  • The resolution includes a provision for payment of this remuneration even in the absence of or inadequacy of profits in any financial year, within the limits prescribed by the Central Government.
  • Mr. Jain is a related party, and this transaction requires shareholder approval as a Related Party Transaction.
  • He currently holds 26,55,000 shares in the company as of 31st March 2026.
  • His remuneration drawn during FY 2025-26 was ₹36.00 lakhs. His wife, also a company employee, drew a remuneration of ₹24.00 lakhs P.A. in the previous financial year.

Item No. 2: Appointment and Re-designation of Mr. Suninder Veer Singh as Managing Director

  • The resolution seeks shareholder approval to appoint and re-designate Mr. Suninder Veer Singh (DIN: 07693557) as Managing Director.
  • The tenure is proposed for 5 years, from 3rd June 2026 to 2nd June 2031.
  • His remuneration is proposed at up to ₹7,00,000 (Seven Lakhs) per month for a period of 3 years.
  • The resolution includes a provision for payment of this remuneration even in the absence of or inadequacy of profits, within statutory limits.
  • He holds 5,87,000 equity shares (1.20% of share capital) of the company.
  • His remuneration drawn during FY 2025-26 was ₹39.00 lakhs. His wife, also a company employee, drew a remuneration of ₹30.00 lakhs P.A. in the previous financial year.

Financial Performance and Justification

The explanatory statement provides financial data and justification for the proposed remuneration:

  • Financial Performance (Amounts in ₹ Crores):
  • FY 2023-24: Net Revenue: 233.48, Other Income: 0.17, PBT: 4.12, PAT: 2.08
  • FY 2024-25: Net Revenue: 386.23, Other Income: 0.04, PBT: 1.01, PAT: 0.46
  • FY 2025-26: Net Revenue: 654.23, Other Income: 0.02, PBT: 14.79, PAT: 10.93
  • The company attributes past losses/inadequate profits to adverse market conditions but states its condition is improving.
  • Future Projections (Amounts in ₹ Crores):
  • FY 2026-27: Turnover (Net): 910.4, EBITDA: 34.14, Net Profit: 20.48
  • FY 2027-28: Turnover (Net): 1156.3, EBITDA: 46.25, Net Profit: 30.06
  • FY 2028-29: Turnover (Net): 1180.0, EBITDA: 50.15, Net Profit: 32.45
  • The proposed remuneration is justified as reasonable, industry-comparable, and in the best interest of the company given the expected growth, the directors' experience (over 20-25 years each), and their roles and responsibilities.

Postal Ballot and E-Voting Process

  • The Board of Directors appointed M/s. Kanwaljit Singh, Practicing Company Secretaries (CP No: 5870), as the Scrutinizer for the process on 3rd June 2026.
  • The company has engaged Central Depository Services (India) Limited (CDSL) to provide the e-voting facility.
  • The cut-off date for determining members eligible to vote is the close of business on Friday, 5th June 2026.
  • The e-voting period starts on Saturday, 13th June 2026, at 9:00 AM IST and ends on Sunday, 12th July 2026, at 5:00 PM IST.
  • The Scrutinizer will submit a report within 48 hours of the e-voting closure.
  • The results will be announced on or before Tuesday, 14th July 2026 and will be displayed on the BSE website, the company's website (https://syschem.in), and CDSL's website.
  • Detailed instructions for shareholders (both demat and physical) on how to vote electronically are provided in the notice.