Syschem (India) Limited will hold its 33rd Annual General Meeting (AGM) on September 30, 2026. The meeting aims to approve a leadership swap between its Managing Director and Whole-Time Director, appoint new statutory auditors, and ratify significant related party transactions.

The company recently reported a dramatic turnaround in FY26, with net profit after tax surging to ₹1,092.90 lakh from ₹46.01 lakh in FY25. Revenue from operations grew by 69% to ₹65,462.60 lakh, driven by increased production capacity following the commencement of commercial operations at its new manufacturing facility.

Financial Performance

Syschem’s revenue from operations rose significantly to ₹65,462.60 lakh in FY26, compared to ₹38,623.10 lakh in FY25. This growth was accompanied by a substantial improvement in profitability:

The operating profit before working capital changes stood at ₹2,109.29 lakh, up from ₹401.82 lakh in the previous year. Cash generated from operations improved to ₹1,144.93 lakh, reversing a cash outflow of ₹954.23 lakh in FY25. The company did not declare any dividend for the financial year.

Leadership Restructuring

Shareholders are being asked to approve the re-designation of key management personnel effective September 30, 2026. Mr. Suninder Veer Singh will be promoted from Whole-Time Director to Managing Director, while Mr. Ranjan Jain will move from Managing Director to Whole-Time Director. Both directors will serve five-year terms and receive remuneration up to ₹7 lakh per month for an initial period of three years.

This proposal follows an earlier Postal Ballot where the special resolution did not receive the requisite majority of votes. The Nomination and Remuneration Committee reconsidered the proposal, citing improved operational efficiency and strategic business expansion as reasons for the realignment of roles.

Related Party Transactions

The AGM agenda includes the approval of material related party transactions for the period between the 33rd AGM and the 34th AGM. The proposed transactions include:

• Pharmacare International: Up to ₹600 crore for sales, purchases, and services.
• Indosol Export: Up to ₹100 crore for similar transactions.
• JB Khokhani & Co: Up to ₹100 crore for sales, purchases, and services.

Additionally, shareholders are requested to ratify a corporate guarantee of ₹50 crore provided to Pharmacare International for credit facilities availed from HDFC Bank. The Audit Committee has reviewed these transactions and confirmed they are conducted at arm's length.

Auditor Appointment

M/s Bansal Vijay & Associates has been appointed as the statutory auditor for a five-year term, subject to shareholder approval at the upcoming Annual General Meeting (AGM). The proposed fee is ₹2.5 lakh per annum plus GST. M/s STAV & Co resigned citing regulatory requirements regarding its Peer Review Certificate.

What the Numbers Show

The surge in net profit is primarily operational, driven by the ramp-up of the new manufacturing plant which led to a 69% increase in revenue. While finance costs increased to ₹226.35 lakh from ₹6.60 lakh, this was largely due to exchange fluctuations (₹115.56 lakh) rather than higher debt burdens, as total borrowings remained minimal at ₹40.16 lakh. The company’s ability to convert revenue growth into significant profit expansion highlights improved operational leverage.

Syschem (India) Limited has accepted the resignation of M/s STAV & Co. as its statutory auditor, effective August 31, 2026, after closure of business hours.

The firm cited the expiry of its Peer Review Certificate on August 31, 2026, as the sole reason for the departure. The certificate was not renewed, rendering the firm ineligible to continue in the role under applicable professional and regulatory requirements.

Regulatory Disclosure

The company notified the BSE Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure confirms that there are no other reasons for the resignation beyond the regulatory compliance issue regarding the peer review status.

Next Steps

Syschem (India) Limited stated it is taking necessary steps to appoint a new statutory auditor in accordance with the Companies Act, 2013, and SEBI LODR Regulations. STAV & Co. has committed to providing all necessary cooperation and records to ensure a smooth transition for the incoming auditor.