Systango Technologies Ltd Directors Report

<dhhead>Board’s Report</dhhead>

To the Members,

Your Board of Directors (‘Board’) is pleased to present the 20th Board’s Report of Systango Technologies Limited (‘Systango’ or ‘Company’) for the financial year ended 31st March 2024.

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<dhhead>Board’s Report</dhhead>

To the Members,

Your Board of Directors (‘Board’) is pleased to present the 20th Board’s Report of Systango Technologies Limited (‘Systango’ or ‘Company’) for the financial year ended 31st March 2024.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

The financial performance of the Company on a standalone and consolidated basis is as under: (Rs. in lakhs)

Particulars	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from operations	5,267.91	4,838.95	5,657.21	5,234.01
Other Income	395.17	126.77	413.75	135.72
Total Revenue	5,663.08	4,965.72	6,070.96	5,369.73
Total Expenses [excluding interest & de-	3,581.72	3,382.94	3,908.07	3,644.08
preciation]
Profit before interest Depreciation & Tax	2,081.36	1,582.69	2,162.89	1,725.65
Less: Depreciation	50.28	49.70	51.71	53.77
Less: Finance Cost	3.96	2.47	4.65	4.15
Profit/(Loss)	2,027.12	1,530.62	2,106.52	1,667.73
Less: Current tax	361.40	245.32	373.07	267.02
Less: Deferred tax (including minimum	7.21	1.90	7.21	1.52
alternate tax)
Less: Tax adjustments in respect of earli-	34.31	-	34.31	-
er years
NetProfit /(Loss)	1,624.20	1,283.40	1,691.93	1,399.19
Earnings per share (EPS)
Basic	11.07	11.71	11.53	12.76
Diluted	11.07	11.71	11.53	12.76

COMPANY’S PERFORMANCE AND REVIEW

Standalone Performance

Total revenue (including other income) at Rs. 5,663.08 lakhs for the year 2024 as compared to Rs. 4,965.73 lakhs for the financial year 2023.

Profit After Tax at Rs. 1,624.20 lakhs in the financial year 2024 as compared to Rs. 1,283.40 lakhs for the financial year 2023.

Consolidated Performance

Total revenue (including other income) at Rs. 6,070.96 lakhs for the year 2024 as compared to Rs. 5,369.73 lakhs for the financial year 2023.

Profit After Tax at Rs. 1,691.93 lakhs in the financial year 2024 as compared to Rs. 1,399.19 lakhs for the financial year 2023.

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 2023-24 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 31st March 2024, the Company has Four subsidiaries viz. Systango Account Aggregator Services Private Limited, Isystango Ltd., UK, Systango LLC, US and Systango Inc., US. The Company does not have any associate or joint venture.

During the year under review, the Company incorporated a wholly owned subsidiary namely “Systango Inc” in United States.

Further, the Subisidiary Company of the Company namly Systango Account Aggregator Services Private Limited has converted into Systango Account Aggregator Services LLP with effect from 10th April, 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 Board’s 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 31st March 2024, 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

Original	Modified	Original	Modified	Funds	Amount of	Remarks, if
Object	Object, if any	Allocation (in lacs)	allocation, if any	Utilised	Deviation/Variationfor the year any
					according to
					applicable object
Strategic Investment and Acquisitions	N.A.	800	None	-	None -
Investment in Sub- sidiaries	N.A.	1000	None	31.353	None
To Meet Working	N.A.	1000	None	648.64	None
Capital Requiremens
General Corporate	N.A.	343.13	None	300.00	None
Purpose
To meet Issue Ex- penses	N.A.	338.79	398.39*	398.39	None

*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 31st March 2024, no amount has been proposed to carry to the General Reserve.

DIVIDEND

The Directors have not recommended any dividend for the financial year ended 31st March 2024.

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 31st March 2024 has been uploaded on the website of the Company at www.systango.com

Material Changes During The Year

Following material changes have occurred during the year under review:

A. Alteration of Memorandum of Association of the Company:

The Board of Directors in its meeting held on 7th November, 2023 had in accordance with provisions of the Companies Act, 2013 and subject to the approval of the members of the Company approved the alteration of Object Clause by way of addition of new sub-clause i.e. sub clause 3 after sub clause (a) of clause 3 of the Memorandum of Association of the company which pertains to the main objects of the Company.

“To carry on the business of IT Enabled Services, Outsourcing, Implementation of blockchain, Cloud computing and Digital Marketing Services and operating/maintaining/providing web based services, information technology platforms and other IT-enabled 3333 services on digital and electronic networks.”

Accordingly, the members of the Company through Postal Ballot by requisite majority had approved the aforesaid alteration in Object Clause by way of addition of new sub-clause i.e. sub clause 3 after sub clause (a) of clause 3 of the Memorandum of Association of the company.

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 31st March, 2024, 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 31st March 2023 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 withthe 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 ade quate 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, there were no changes in the Directors and Key Managerial Personnel of the Company.

Further, In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association,

Mrs. Vinita Rathi (DIN: 00427239), Director will retire by rotation at the ensuing 20th Annual General Meeting and being eligible, has offered herself for re-appointment as a Director of the Company. The Board recommends her re-appointment for the consider -ation of the members of the Company at the ensuing 20th Annual General Meeting of the Company.

The brief resume and other information/details of Mrs. Vinita Rathi 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 20th Annual General Meeting, which forms part of the Annual Report.

As on 31st March, 2024, Mrs. Vinita Rathi, Managing Director, Mr. Nilesh Rathi, Executive Director and Chief Financial Officer, and Mrs. Apurva Mishra, Company Secretary and Compliance Officer are the key managerial personnel of the Company. Further, 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.

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 31st March 2024 seven (7) Board Meetings were held, the details of which are mentioned hereunder:

Sr.No. Date of Meeting	No. of Directors Present
1 28.04.2023	4
2. 25.05.2023	4
3 29.08.2023	3
4 06.09.2023	4
5 20.09.2023	4
6 07.11.2023	4
7 09.02.2024	3

COMMITTEE DETAILS:

AUDIT COMMITTEE

As on 31st March 2024, the Audit Committee comprised of the following Members:

DIN	Name	Designation in committee	Nature of Directorship
08593152	Vikas Jain	Chairman	Independent Director
06851212	Narender Tulsidas Kabra	Member	Independent Director
00427239	Vinita Rathi	Member	Managing Director & CEO

Majority of the Members of the Committee are Independent Directors and possess accounting and financial management knowl -edge. All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

During the year ended 31st March 2024 five (5) Audit Committee Meetings were held, the details of which are mentioned hereunder:

Sr.No. Date of Meeting	No. of Members Present
1 28.04.2023	3
2. 25.05.2023	3
3 29.08.2023	2
4 06.09.2023	2
5 07.11.2023	3

 NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2024, the Nomination and Remuneration Committee comprised of the following Members:

DIN	Name	Designation in committee	Nature of Directorship
08593152	Vikas Jain	Chairman	Independent Director
06851212	Narender Tulsidas Kabra	Member	Independent Director
09783158	Sarita Devi Khandelwal	Member	Non-Executive Director

During the year ended 31st March 2024, there was one (1) Nomination and Remuneration Committee Meetings held on 7th Novem-ber 2023 and all the Members were present in the Meeting.

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31st March 2024, the Stakeholder Relationship Committee comprised of following Members:

DIN	Name	Designation in committee	Nature of Directorship
08593152	Vikas Jain	Chairman	Independent Director
00427239	Vinita Rathi	Member	Managing Director & CEO
00430725	Nilesh Rathi	Member	Whole Time Director & CFO

During the year ended 31st March 2024, there was one (1) Stakeholder Relationship Committee Meetings held on 9th February 2024 and Two (2) Members were present in the Meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March, 2024, the Corporate Social Responsibility Committee comprised of following Members:

DIN	Name	Designation in committee	Nature of Directorship
00427239	Vinita Rathi	Chairperson	Managing Director & CEO
08593152	Vikas Jain	Member	Independent Director
00430725	Nilesh Rathi	Member	Whole Time Director & CFO

During the year ended 31st March 2024, there was one (1) Corporate Social Responsibility Committee Meetings held on 9th February 2024 and Two (2) Members were present in the Meeting.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI, the Board of Directors of your Company carried out a formal annual evaluation of its own performance and of its committees and individual directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of making the best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated on parameters which, inter alia, comprised of, level of engagement, their contribution to strategic planning, and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the performance of the Board was evaluated by the Board after seeking inputs from all the Directors.

 The performance of the committees was evaluated by the Board after seeking inputs from the respective Committee members on the basis of criteria such as the composition of committees, effectiveness of the committees, structure of the committees and meetings, contribution of the committees, etc. The Board evaluated the performance of the individual director based on the criteria as per the aforesaid Guidance Note of SEBI and evaluation criteria framed by the Nomination and Remuneration Committee.

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 Board’s 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 http://www.systango.com/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 Ka-mal 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.

AUDITOR’S REPORT

The Auditor’s Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reser -vation, or adverse remark in the Auditor’s 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 28th May 2024 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 2023-24.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2023-24 is set out in the An-nexure- C to this report and forms part of the Board’s 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 28th April 2023 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 2023-24.

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.pany has not appointed any Cost Auditor during the year under review.

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 arm’s length basis and in the ordinary course of business. Further, during the year under review, no material related party transactions were entered into by the Company with the related parties. Accordingly, the disclosure of 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 not applicable. 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 na -ture. 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 http://www.systango.com/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-E, which is annexed hereto and forms part of the Board’s 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-E, which is annexed hereto and forms part of the Board’s 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-F, which is annexed hereto and forms part of the Board’s Report.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial control commensurate with the size and nature of its busi -ness and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the

Company, and ensuring compliance with corporate policies.

The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention, and that the business is conducted in an orderly and efficient manner. The Audit Committee periodically reviews the adequacy of Inter -nal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded, and reported.

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 ba -sis. 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 weak-are addressednessesareidentifiedin to strengthen the internal controls which are also revised process 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 Company’s attention, instances of unethical behavior, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Company’s 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 http://www.systango.com/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. During the year under review, no case was filed or reported under the said Act.

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 Company’s website- www.systango.com under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:

Name of the Policy

Archival Policy

Code of Conduct for Board & Se- nior

Management Personnel

Policy for Making Payments to Non-Executive Directors

Policy on Criteria for Determining

Materiality of Events

Policy on Materiality of Related

Party Transaction

Terms & Conditions of Appoint- ment of Independent Directors

Whistle-Blower Policy

Risk Management Policy

Policy for Evaluation of the Perfor- mance of the Board

Insider Trading Policy

Code for fair disclosure of UPSI

Policy on Preservation of the Documents GENERAL

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting:

1. Material changes and/or commitments that could affect the Company’s financial position, which have occurred between the end of the financial year of the Company and the date of this Report.

2. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Com pany’s operations in the future.

3. Receipt of any Remuneration or Commission from any of its Subsidiary Companies by the Managing Director or the Whole-Time Director(s) of the Company.

4. Buy back of securities/issue of sweat equity shares/issue of equity shares with differential rights.

5. Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to Audit Committee, Board of Directors, or the Central Government.

6. Change in the nature of business of the Company.

7. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

8. One-time settlement with any bank or financial institution.

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

 

Vinita Rathi	Nilesh Rathi
Managing Director and	Executive Director and
Chief Executive Officer	Chief Financial Officer
DIN: 00427239	DIN: 00430725

 

Place: Indore

Date: 4th September, 2024