Syschem India Ltd

Clarification

• Inadvertent 'Q2' references in the 08 Aug 2026 investor presentation should read 'Q1'.
• No impact on financial figures, operations, or disclosures.

Share Capital Audit and related updates

• Reconciliation of Share Capital Audit for quarter ended June 2026 submitted to stock exchange.
• Audit certified by a Practicing Company Secretary.
• ISIN INE121D01036; face value Rs 10 per share.
• Issued capital: 4,92,63,000 shares (100% of issued capital).
• CDSL dematerialised holdings: 25,383,212 shares (51.5267%).
• NSDL dematerialised holdings: 23,597,386 shares (47.901%).
• Physical holdings: 2,82,402 shares (0.573%).
• Listing approval for 55,00,000 equity shares issued on warrant conversion.
• ESOP: 2,50,000 equity shares allotted; trading approval received 29 June 2026.
• Total issued capital matches listed capital; no difference.

Key Decisions

• Board noted no postal ballot approval from shareholders for the resolutions.
• Ranjan Jain appointed as Whole-time Director; remuneration fixed.
• Suninder Veer Singh appointed as Managing Director; remuneration fixed.
• Existing terms for both directors to continue until 8 March 2027.
• Revised remuneration approvals from EGM on 20 January 2025 prevail till 8 March 2027.
• Scrutinizer's report for postal ballot intimated on 14 July 2026.

Resolutions and outcomes

• Special Resolution: Appoint/re-designate Ranjan Jain as Whole-Time Director; remuneration not approved.
• Special Resolution: Appoint/re-designate Suninder Veer Singh as Managing Director; remuneration not approved.
• Result: Both resolutions did not pass; not approved by requisite majority.
• Notes: No term or experience details provided for the appointees.

Event summary

• Intimation of newspaper advertisement for a SEBI-mandated one-year window to re-lodge share transfers.
• Window runs from February 5, 2026 to February 4, 2027.
• Company published the notice to inform investors; advertisement copy enclosed.
• SEBI circular HO/38/11(2)/2026 guides the special window for re-lodgement.
• No material financial impact disclosed in the filing.
• Company Secretary Shikha Kataria signed the communication; no governance changes stated.

Dematerialisation status

• Securities for dematerialisation in the quarter ended June 2026 were accepted/rejected by the RTA and listed on exchanges.
• Certificates were mutilated and cancelled after verification; depository name substituted as registered owner within 15 days.

Capital action: warrants conversion and equity allotment

• Board approved conversion of 4,352,500 warrants into 4,352,500 equity shares at Rs 49 to promoter group.
• Balance consideration of Rs 159,954,375 received from allottees.
• Post-conversion paid-up capital rises to Rs 53,615,500 from Rs 49,263,000.
• Total equity shares after issue: 5,361,550 shares of Rs 10 each.
• Issue is on a preferential basis; shares rank pari-passu with existing.
• Post-issue promoter holding 63.38%, public 36.62% (based on Annexure I).
• Type of issuance: preferential allotment of equity shares.
• Warrants are convertible within 18 months as per SEBI ICDR regulations.
• Issuance price Rs 49 per share; premium Rs 39.

Entity & Parties

• Target Company: Syschem India Limited.
• Disclosing Party: Ranjan Jain, Promoter/Director, Promoter Group.
• Acquirer is part of Promoter Group.

Transaction details

• Transaction type: Open-market sale by promoter.
• Mode: Open-market sale.
• Date: 29-06-2026 to 30-06-2026.
• Seller: Ranjan Jain.

Holdings

• Pre-transaction holding: 2,509,730 shares (5.09%).
• Pre-transaction diluted: 4.35%.
• Shares sold: 34,730 (0.070% of total).
• Post-transaction holding: 2,475,000 shares (5.02%).
• Post-transaction diluted: 4.30%.
• Encumbrances: Nil.

Capital context

• Before capital: Rs 4,92,63,000; 49,26,30,000 shares.
• After capital: Rs 4,92,63,000; 4,92,63,000 shares.
• Total diluted capital after: Rs 57,56,30,000; 5,75,63,000 shares.

Shareholding / Insider Disclosure

• Promoter Ranjan Jain sold 15,000 voting-rights shares in Syschem (India) Limited.
• Sale date: 24-06-2026; mode: Open Market.
• Holding before sale: 25,24,730 voting rights; 5.13% of diluted capital.
• Holding after sale: 25,09,730 voting rights; 5.09% of diluted capital.
• Total diluted share capital after: 5,75,63,000 shares.
• Target: Syschem India Limited; Exchange: BSE.