Systango Technologies Ltd Directors Report

To the Members,

Your Board of Directors (‘Board) is pleased to present the 21^st Boards Report of Systango Technologies Limited (‘Systango or ‘Company) for the financial year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

The financial performance of the Company on a standalone and consolidated basis is as under:

COMPANYS PERFORMANCE AND REVIEW

Standalone Performance

Total revenue (including other income) at Rs. 6,806.07 lakhs for the year 2025 as compared to Rs. 5,663.08 lakhs for the financial year 2024.

Profit After Tax at Rs. 2,320.33 lakhs in the financial year 2025 as compared to Rs. 1,624.20 lakhs for the financial year 2024.

Consolidated Performance

Total revenue (including other income) at Rs. 7,396.90 lakhs for the year 2025 as compared to Rs. 6,070.96 lakhs for the financial year 2024.

Profit After Tax at Rs. 2,373.11 lakhs in the financial year 2025 as compared to Rs. 1,691.93 lakhs for the financial year 2024.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Provisions of the Companies Act, 2013 read with the rules issued there under, the Consolidated Financial Statements of the Company for the Financial Year 2024-25 have been prepared in compliance with the applicable provision of Companies Act, 2013 and on the basis of Audited Financial Statements of the Company and its Subsidiaries, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors Report form part of this Annual Report.

SUBSIDIARY, ASSOCIATE, AND JOINT VENTURE

As on 31^st March 2025, the Company has Three subsidiaries viz. Systango Account Aggregator Services LLP, iSystango Ltd., UK, and Systango Inc., US. Further, Systango Ltd., UK is a wholly owned step-down subsidiary of iSystango Ltd., UK.

The Company does not have any associate or joint venture.

During the year under review, the Companys wholly owned subsidiary namely "Systango LLC" in the United States was dissolved with effect from 19^th December, 2024.

A statement containing the salient features of the financial statements of subsidiaries as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 in the prescribed format AOC-1 is appended as Annexure-A to the Boards Report. The particulars of the financial performance of the aforesaid subsidiaries are provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity.

SHARE CAPITAL

During the year under review, there were no changes in the Share Capital of the Company.

As on 31^st March 2025, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each, and the Issued, Subscribed, and Paid-up Equity Share Capital of the Company is Rs. 14,66,88,000/ divided into 1,46,68,800 equity shares of Rs. 10/- each.

UTILIZATION OF IPO PROCEEDS

*The amount Rs. 338.79 Lakhs mentioned as Issue Expenses was earmarked for cost of issue as per the offer document and is not the actual cost. The actual cost incurred to meet the issue expenses is Rs. 398.39 lakhs according to the activities mentioned in the offer document.

TRANSFER TO RESERVES

For the financial year ended 31^st March 2025, no amount has been proposed to carry to the General Reserve.

DIVIDEND

The Directors have not recommended any dividend for the financial year ended 31^st March 2025.

DEPOSITS

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March 2025 has been uploaded on the website of the Company at www.systango.com

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirms the following:

a) In the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures, if any; b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2025 and the profit of the Company for the year ended on that date; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts have been prepared on a going-concern basis; e) Proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Vinita Rathi is appointed as Chief Executive Officer in addition to her current role as Managing Director of the Company with effect from 28th May, 2024.

The brief resume and other information/details of Mrs. Sarita Khandelwal seeking re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) is given in the Notice of the ensuing 21^st Annual General Meeting, which forms part of the Annual Report.

Further, Ms. Ayushi Solanki is appointed as Company Secretary and Compliance Officer of the Company with effect from 26th May, 2025.

As on date, Mrs. Vinita Rathi, Managing Director and Chief Executive Officer, Mr. Nilesh Rathi, Executive Director and Chief Financial Officer and, Ms. Ayushi Solanki, Company Secretary & Compliance Officer are the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Both the Independent Directors of your Company, namely, Mr. Vikas Jain (DIN: 08593152) and Mr. Narender Tulsidas Kabra (DIN: 06851212) have individually given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Companies Act, 2013, Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year ended 31^st March 2025 Four (4) Board Meetings were held, the details of which are mentioned hereunder:

COMMITTEE DETAILS:

AUDIT COMMITTEE

As on 31^st March 2025, the Audit Committee comprised of the following Members:

The majority of the Members of the Committee are Independent Directors and possess accounting and financial management knowledge. All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

During the year ended 31^st March 2025 four (4) Audit Committee Meetings were held, the details of which are mentioned hereunder:

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March 2025, the Nomination and Remuneration Committee comprised of the following Members:

During the year ended 31^st March 2025, there was one (1) Nomination and Remuneration Committee Meetings held on 28^th May, 2024 and all the Members were present in the Meeting.

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31^st March 2025, the Stakeholder Relationship Committee comprised of following Members:

During the year ended 31^st March 2025, there was one (1) Stakeholder Relationship Committee Meetings held on 13^th March 2025 and all the Members were present in the Meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31^st March, 2025, the Corporate Social Responsibility Committee comprised of following Members:

During the year ended 31^st March 2025, there was one (1) Corporate Social Responsibility Committee Meetings held on 13^th March, 2025 and all the Members were present in the Meeting.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting. The Chairman of the Meeting/Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by allowing the Board to engage in candid discussions.

In a separate meeting of Independent Directors held on 04^th September, 2024, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc.

The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013, the details of which have been stated aforesaid in this Board Report. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure-B which is annexed hereto and forms part of the Boards Report. The Company has adopted its Corporate Social Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, as applicable, from time to time. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The same is uploaded and available on the website of the Company and the web link of the same is https://assets.systango.com/v2/investors/CSR-Policy.pdf

AUDITOR

In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Anil Kamal Garg & Company, Chartered Accountants (Registration No. 004186C), was appointed as Auditor of your Company to hold office for a consecutive period of five (5) years until the conclusion of 24th Annual General Meeting of the Company.

AUDITORS REPORT

The Auditors Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, or adverse remark in the Auditors Report, which calls for any comment or explanation. Further, during the year under review, the Auditor has not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its Meeting held on 13th March, 2025 has appointed M/s. Ritesh Gupta & Co., Company Secretaries, Indore as Secretarial Auditor of the Company to undertake secretarial audit of the Company for the financial year 2024-25.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2024-25 is set out in the Annexure- C to this report and forms part of the Boards Report. There are no qualification, observation or adverse remarks made by the Secretarial Auditor in the Secretarial Audit Report, which calls for any comment or explanation.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors of the Company in its meeting held on 28^th May, 2024 has appointed M/s. B. Mantri & Co. (Firm Registration No. 013559C), Chartered Accountants, Indore as the Internal Auditor of the Company for the financial year 2024-25.

COST AUDITOR

The provisions of Section 148 of the Companies Act, 2013, and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not required and accordingly, such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2)(E), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Management Discussion & Analysis Report is set out in Annexure- D to this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into by the Company during the financial year under review were on an arms length basis and in the ordinary course of business. Further, the details of material related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-E. All related party transactions are placed before the meetings of the Audit

Committee for its approval. Further, prior omnibus approval of the Audit Committee is obtained on an annual basis, for a financial year, for the transactions that are of foreseen and repetitive in nature. The statement giving details of related party transactions entered into pursuant to the omnibus approval is placed before the Audit Committee for review and updation. Details of related party transactions are provided in the financial statements and hence not repeated herein for the sake of brevity. The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions, which is available on the website of the Company and can be accessed through web link https://assets.systango.com/v2/investors/Policy-on-Materiality-of-Related-Party-Transactions.pdf

LOANS, GUARANTEES, AND INVESTMENTS

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Standalone Financial Statements forming part of the Annual Report. Further, your Company has not extended a corporate guarantee on behalf of any other Company, during the year under review.

DISCLOSURE OF THE RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-F, which is annexed hereto and forms part of the Boards Report.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-F, which is annexed hereto and forms part of the Boards Report.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-G, which is annexed hereto and forms part of the Boards Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size and nature of its business and remains focused on continuously strengthening these processes. These systems provide reasonable assurance regarding the reliability of financial and operational information, compliance with applicable laws and regulations, safeguarding of the Companys assets, and adherence to internal policies.

The internal control framework is designed to ensure accurate and complete maintenance of financial records, timely preparation of financial statements, and overall operational efficiency. The system is also effective in preventing and detecting frauds and errors and in ensuring that the business is conducted in an orderly manner.

^{Independent Internal Auditors periodically conduct audits across various operational and financial areas to assess}

During the year under review, the internal financial controls were tested, and no reportable material weaknesses were observed.

RISK MANAGEMENT

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various management systems, structures of organization, standards, and codes of conduct which are all put together to help manage the risks associated with the Company.

In order to ensure the internal control systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR) are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

LISTING FEES

The listing fees payable for the Financial Year 2024- 25 have been paid to the National Stock Exchange of India Limited within the due date.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes the formulation of the Whistle Blower Policy to bring to the Companys attention, instances of unethical behavior, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Companys operations, business performance and/or reputation. No employee is denied access to the Vigilance Officer as well as the Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is https://assets.systango.com/v2/investors/Whistle-Blower-Policy.pdf.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has constituted an Internal Complaints Committee pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. The Company has a strict policy on the prevention and redressal of sexual harassment, which is reviewed and communicated periodically to ensure a safe and inclusive work environment for all employees, particularly women. During the year under review, no case was filed or reported under the said Act.

DISCLOSURE OF COMPLIANCE OF MATERNITY BENEFITS ACT:

Your Company remains committed to promoting the health, well-being, and rights of its women employees. In accordance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, the Company has implemented all necessary measures to support women employees during and after pregnancy. The Company provides maternity benefits which are in strict accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and have been duly adopted and incorporated into the Companys employment policy. These entitlements are extended to all eligible women employees in line with statutory compliance.

POLICIES OF THE COMPANY

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has formulated, and implemented various policies. All such Policies are available on the Companys website- www.systango.com under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:

No disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of appreciation for the continued support and cooperation received from the banks, financial institutions, investors, government, customers, vendors, shareholders, and other stakeholders during the year under review. The Board also wishes to place on record its grateful appreciation to all the employees of the Company for their unstinted dedication, commitment, and contribution to the performance of the Company. Your Board looks forward to their continued support in the future.

Yours faithfully,

For and on behalf of the Board of Directors of

Systango Technologies Limited