To The Members,
SYSTEMATIC INDUSTRIES LIMITED (Formerly Known as Systematic Industries Private Limited)
The Board of Directors of the Company hereby present the report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2026.
The Companys financial performance for the year under review is given hereunder:
( Rs.In Lakhs)
| PARTICULARS | 2025-26 | 2024-25 |
| Revenue from Operations | 55,251.22 | 44,651.15 |
| Other Income | 383.75 | 269.46 |
| Total Income | 55,634.97 | 44,920.61 |
| Total Expense before tax, Depreciation, Finance Cost and Prior year Items | 51,588.33 | 41,231.03 |
| Finance Cost | 602.46 | 802.10 |
| Depreciation and Amortisation | 632.31 | 438.97 |
| Profit / (Loss) Before Tax | 2811.86 | 2,448.50 |
| Tax Expense | 710.35 | 642.47 |
| Profit / (Loss) After Tax | 2,101.51 | 1,806.03 |
The Company specializes in providing manufacturing of wires to its clients. During the year under review, the total Income of the Company for the year stood at INR 55,251.22 /- (in Lakhs) as compared to the total income of previous year of INR 44,651.15/- (in Lakhs) and the Company has earned profit of INR 2,101.51/- (in Lakhs) as compared to the profit of previous year which stood at INR 1,806.03/- (in Lakhs).
There has been no change in the nature of business of the Company during the year under review.
The Board of Directors did not recommend any dividend for the Financial Year ended March 31, 2026.
4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary and Associates for the period under review.
We are pleased to inform you that the Company had made an Initial Public Offer which opened for subscription on Wednesday, September 24, 2025 and closed on Friday, September 26, 2025 for all the applicants for 59,28,000 (Fifty-Nine Lakh Twenty-Eight Thousand) Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) each comprising a Fresh Issue of up to 55,28,000 (Fifty-Five Lakh Twenty-Eight Thousand) Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) each and an Offer for Sale of up to 4,00,000 (Four Lakh) Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) each by Siddhant Ispat Private Limited (the Selling Shareholder) (the Offer for Sale) (collectively, the Public Offer) vide prospectus dated September 29, 2025 on the SME platform of BSE Limited and its respective allotment was made on September 29, 2025 bearing distinctive number from 16803242-22331242 (both inclusive in dematerialised mode) at face value of INR 10/- (Indian Rupees Ten Only) each for cash at a price of INR 195 (Indian Rupees One Hundred and Ninety Five) per Equity Share [including a share premium of INR 185 (Indian Rupees One Hundred and Eighty Five) per Equity Share] (Offer Price), was made to the respective applicants in the various categories as approved in consultation with the authorized representative of the Designated Stock Exchange viz. BSE Limited.
The IPO received an exceptional response from the public. The issue was over-subscribed on an overall basis. The Initial Public Offer was subscribed 6.2 times. QIB category was subscribed 9.85 times and Non-Institutional Investors Category was subscribed 7.94 times.
The Equity Shares of the Company got listed on the BSE Limited (SME Platform) with effect from October 1, 2025 with ISIN - INE1KLZ01011 and Scrip Code: 544541.
The Authorised Capital of the Company is INR 25,00,00,000 (Indian Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of INR 10/- (Indian Rupees Ten Only) each.
During the period under review, the Company filed its Draft Red Herring Prospectus (DRHP) dated May 9, 2025 and Red Herring Prospectus (RHP) dated September 17, 2025 with the SME Platform of BSE Limited for the Initial Public Offer of up to 59,28,000 (Fifty-Nine Lakh Twenty-Eight Thousand) Equity Shares of the Company of face value of INR 10/- (Indian Rupees Ten Only) each for cash at a price of RS.[•] per Equity Share (including a share premium of RS.[•] per Equity Share) (Offer Price), aggregating up to RS.[•] lakhs, comprising a Fresh Issue of up to 55,28,000 (Fifty-Five Lakh Twenty-Eight Thousand) Equity Shares of face value of E INR 10/- (Indian Rupees Ten Only) each aggregating up to RS.[•] (the Fresh Issue) and an Offer for Sale of up to 4,00,000 (Four Lakh) Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) each aggregating up to RS.[•] by Siddhant Ispat Private Limited (the Selling Shareholder) (the Offer for Sale).
Pursuant to subscription and its allotment vide Prospectus dated September 29, 2025, the Company issued and allotted 55,28,000 (Fifty-Five Lakh Twenty-Eight Thousand) Equity Shares of face value INR 10/- (Indian Rupees Ten Only) each at an issue price of INR 195/- (Indian Rupees One Hundred and Ninety Five) per Equity Share [including a securities premium of INR 185/- (Indian Rupees One Hundred and Eighty Five) per Equity Share], aggregating to INR 107,79,60,000/- (Indian Rupees One Hundred Seven Crore Seventy-Nine Lakh Sixty Thousand Only).
Consequent to above, the paid-up Equity Share Capital of the Company as on March 31, 2026 stood at INR 22,33,12,420/- (Indian Rupees Twenty-Two Crore Thirty-Three Lakh Twelve Thousand Four Hundred and Twenty Only) divided into 2,23,31,242 (Two Crore Twenty-Three Lakh Thirty-One Thousand Two Hundred and Forty-Two) Equity Shares of INR 10/- (Indian Rupees Ten Only) each.
In terms of 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 the Annexure-II to this report.
It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134(3)(j) of the Companies Act, 2013 is not required.
The Company has not accepted any deposits pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
10. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There were no material changes and commitment affecting the financial position of the company that occurred between the end of the Financial Year to which this Financial Statements relate and the date of the report.
The Constitution of Board as on March 31, 2026 is as mentioned below:
| Sr No. Name of Director/Key Managerial Personnel | Designation |
| 1. Siddharth Rajendra Agarwal (DIN: 00515410) | Managing Director |
| 2. Vikas Navin Hegde (DIN: 10827553) | Whole-time Director |
| 3. Satya Rajendra Agarwal (DIN: 01063343) | Non-Executive Director |
| 4. Archana Surendra Yadav (DIN: 07335198) | Independent Director |
| 5. *Bhagwan Das (DIN: 10875356) | Independent Director |
| 6. **Gunjan Mahesh Saboo (DIN: 01991242) | Additional Independent Director |
| 7. Dwarika Prasad Agrawal | Chief Financial Officer (CFO) |
| 8. Dimple Lalwani | Company Secretary (CS) |
*Mr. Bhagwan Das (DIN: 10875356) resigned as an Independent Director w.e.f June 22, 2026.
** Mr. Gunjan Mahesh Saboo (DIN: 01991242) was appointed as Additional Independent Director with effect from March 20, 2026.
Changes in Constitution of board post closure of financial year ended March 31, 2026 till the date of this report:
Mr. Vikas Navin Hegde (DIN: 10827553), Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers, himself for reappointment. The Board of Directors recommended his appointment for consideration of the members at the forthcoming Annual General Meeting.
In accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modifications or re-enactment thereof for the time being in force, the following are the KMPs of the Company as on the date of the report.
1. Mr. Siddharth Rajendra Agarwal - Managing Director;
2. Mr. Vikas Navin Hegde - Whole-time Director;
3. Mr. Dwarika Prasad Agrawal - Chief Financial Officer;
4. Ms. Dimple Lalwani - Company Secretary
There was no change in Key Managerial Personnel of the Company during the year under review.
The Company has received the necessary declaration from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 (the Act) confirming that they meet the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013.
Independent Directors play an important role in the governance processes of the Board. They bring their expertise and experience on the deliberations of the Board. This enriches the decision-making process at the Board with different point of views and experiences and prevents conflicts of interest in the decision-making process. The appointment of the Independent Directors is carried out in a structured manner.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribe under the Act and the SEBI Listing Regulations and that they are independent of the management.
The meeting of Independent Directors was held on January 9, 2026, without the attendance of Non-Independent Directors of the management to discuss the following:
During the Financial Year ended March 31, 2026, 15 (Fifteen) Meetings of the Board of Directors were conducted. The maximum interval between any two meetings did not exceed 120 days as prescribed under Companies Act, 2013. The details of the Board Meetings held are as under:
| Sr No. Date of Board Meeting | No. of Directors Present |
| 1 April 14, 2025 | 5 |
| 2 April 15, 2025 | 5 |
| 3 May 9, 2025 | 5 |
| 4 May 15, 2025 | 5 |
| 5 June 23, 2025 | 5 |
| 6 July 22, 2025 | 5 |
| 7 August 14, 2025 | 5 |
| 8 September 8, 2025 | 5 |
| 9 September 10, 2025 | 5 |
| 10 September 17, 2025 | 5 |
| 11 September 23, 2025 | 5 |
| 12 September 29, 2025 | 5 |
| 13 September 29, 2025 | 5 |
| 14 October 30, 2025 | 3 |
| 15 January 9, 2026 | 5 |
Attendance of Directors:
| Sr. No. Name of Director (s) | Total Meetings entitled to attend during the F.Y. 2025-26 | Number of Meetings attended |
| 1. Siddharth Rajendra Agarwal | 15 | 14 |
| 2. Satya Rajendra Agarwal | 15 | 14 |
| 3. Vikas Navin Hegde | 15 | 15 |
| 4. Archana Surendra Yadav | 15 | 15 |
| 5. Bhagwan Das | 15 | 15 |
The Constitution of Audit Committee as on March 31, 2026 is as follows:
| Sr No. Name of the Directors | Designation |
| 1 Mr. Bhagwan Das | Chairman |
| 2 Ms. Archana Surendra Yadav | Member |
| 3 Mr. Siddharth Rajendra Agarwal | Member |
*Pursuant to appointment of Mr. Gunjan Saboo as an Additional Independent Director with effect from March 20, 2026, the Audit Committee was reconstituted with appointment of Mr. Gunjan Saboo as Chairman of Audit Committee in place of Mr. Bhagwan Das with effect from May 2, 2026.
During the period under review, the Audit Committee met 6 (Six) times.
| Sr No. Date of Audit Committee Meeting | No. of Directors Present |
| 1 April 14, 2025 | 3 |
| 2 May 9, 2025 | 3 |
| 3 September 8, 2025 | 3 |
| 4 September 10, 2025 | 3 |
| 5 October 30, 2025 | 2 |
| 6 January 9, 2026 | 3 |
| Sr. No. Name of Director (s) | Total Meetings entitled to attend during the F.Y. 2025-26 | Number of Meetings attended |
| 1. Bhagwan Das | 6 | 6 |
| 2. Archana Surendra Yadav | 6 | 6 |
| 3. Siddharth Rajendra Agarwal | 6 | 5 |
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:
All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.
The Constitution of Nomination and Remuneration Committee as on March 31, 2026 is as follows:
| Sr. No Name of the Directors | Designation |
| 1 Mr. Bhagwan Das | Chairman |
| 2 Ms. Archana Surendra Yadav | Member |
| 3 Ms. Satya Rajendra Agrawal | Member |
*Pursuant to appointment of Mr. Gunjan Saboo as an Additional Independent Director with effect from March 20, 2026, the Nomination and Remuneration Committee was reconstituted with appointment of Mr. Gunjan Saboo as Chairman of Nomination and Remuneration Committee in place of Mr. Bhagwan Das with effect from May 2, 2026.
During the period under review, the Nomination and Remuneration Committee met 3 (Three) times.
| Sr. No. Date of Nomination and Remuneration Committee Meeting | No. of Directors Present |
| 1 April 15, 2025 | 3 |
| 2 September 8, 2025 | 3 |
| 3 January 9, 2026 | 3 |
| Sr. No. Name of Director (s) | Total Meetings entitled to attend during the F.Y. 2025-26 | Number of Meetings attended |
| 1. Bhagwan Das | 3 | 3 |
| 2. Archana Surendra Yadav | 3 | 3 |
| 3. Satya Rajendra Agrawal | 3 | 3 |
The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:
? Key attributes of the Independent Directors that justify his/her extension/continuation on the Board of the Company; and
? Participation of the Directors in the Board proceedings and his/her effectiveness.
The evaluation was carried out by means of the replies given/observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.
The Constitution of Corporate Social Responsibility Committee as on March 31, 2026 is as follows:
| Sr. No Name of the Directors | Designation |
| 1 Mr. Siddharth Rajendra Agarwal | Chairman |
| 2 Mr. Vikas Navin Hegde | Member |
| 3 Mr. Bhagwan Das | Member |
*Pursuant to appointment of Mr. Gunjan Saboo as an Additional Independent Director with effect from March 20, 2026, the Corporate Social Responsibility Committee was reconstituted with appointment of Mr. Gunjan Saboo as Member of Corporate Social Responsibility Committee in place of Mr. Bhagwan Das with effect from May 2, 2026.
During the period under review, the Corporate Social Responsibility Committee met 2 (two) times.
| Sr. No. Date of Corporate Social Responsibility Committee Meeting | No. of Directors Present |
| 1 September 8, 2025 | 3 |
| 2 January 9, 2026 | 3 |
| Sr. No. Name of Director (s) | Total Meetings entitled to attend during the F.Y. 2025-26 | Number of Meetings attended |
| 1. Siddharth Rajendra Agarwal | 2 | 2 |
| 2. Vikas Navin Hegde | 2 | 2 |
| 3. Bhagwan Das | 2 | 2 |
The Constitution of Stakeholder Relationship Committee as on March 31, 2026 is as follows:
| Sr. No. Name of the Directors | Designation |
| 1 Mr. Bhagwan Das | Chairman |
| 2 Ms. Archana Surendra Yadav | Member |
| 3 Mr. Siddharth Rajendra Agarwal | Member |
*Pursuant to appointment of Mr. Gunjan Saboo as an Additional Independent Director with effect from March 20, 2026, the Stakeholder Relationship Committee was reconstituted with appointment of Mr. Gunjan Saboo as Chairman of Stakeholder Relationship Committee in place of Mr. Bhagwan Das with effect from May 2, 2026.
During the period under review, the Stakeholder Relationship Committee met 1 (One) time.
| Sr No. Date of Stakeholder Relationship Committee Meeting | No. of Directors Present |
| 1 October 30, 2025 | 2 |
| Sr. No. Name of Director (s) | Total Meetings entitled to attend during the F.Y. 2025-26 | Number of Meetings attended |
| 1. Bhagwan Das | 1 | 1 |
| 2. Archana Surendra Yadav | 1 | 1 |
| 3. Siddharth Rajendra Agarwal | 1 | 0 |
During the year under review, there were no complaints received from the shareholders of the Company.
The Constitution of Executive Committee as on March 31, 2026 is as follows:
| Sr. No Name of the Members | Designation |
| 1 Mr. Siddharth Rajendra Agarwal | Chairman |
| 2 Mr. Vikas Navin Hegde | Member |
| 3 Ms. Satya Rajendra Agrawal | Member |
During the period under review, the Companys Independent Directors met 1 (one) time without the attendance of Non-Independent Directors of the management
| Sr. No. Date of Independent Directors Meeting | No. of Independent Directors Present |
| 1 January 9, 2026 | 2 |
| Sr. No. Name of Director (s) | Total Meetings entitled to attend during the F.Y. 2025-26 | Number of Meetings attended |
| 1. Bhagwan Das | 1 | 1 |
| 2. Archana Surendra Yadav | 1 | 1 |
16. SECRETARIAL STANDARDS:
During the year under review, the Company complied with Secretarial Standards on meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013.
The Company has formulated a programme for Familiarization of Independent Directors with regard to their roles, rights and responsibilities, nature of the industry in which the Company operates, the business model of the Company etc.
Pursuant to appointment of Mr. Gunjan Mahesh Saboo (DIN: 01991242) as an Additional Independent Director with effect from March 20, 2026, the Company conducted an introductory familiarisation programme to acquaint him with companys business, operations, industry, roles, rights and responsibilities of directors. This programme included meetings with the Managing Director, Chief Financial Officer and senior management along with issuance of detailed appointment letter outlining duties, liabilities and code of conduct.
During the year under review, there was no change in the nature of business of the Company and its business vertical/structure/operational strategy, etc. which would have necessitated fresh Familiarization Programme for Independent Directors.
In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board hereby states that:
a. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and no material departures have been made;
b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for year ended on that date;
c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The directors had prepared the annual accounts on a going concern basis;
e. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls were 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 were adequate and operating effectively.
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.
Your Company has a well-defined risk management framework in place to identify, assess the key risks and mitigate them appropriately. The Company has reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, legal compliance and other risks which may affect or has affected its employees, customers and all other stakeholders from both the external and the internal environment perspective. Basis this review, appropriate actions have been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor such risks on a regular basis.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report regarding compliance of conditions of Corporate Governance, is not applicable to the companies listed on SME Exchange of stock exchanges, therefore the said report is not applicable to the company.
(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: NIL
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: NIL
(c) number of shareholders to whom shares were transferred from suspense account during the year: NIL
(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: NIL
(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: NA
In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated, implemented various policies. All such policies are available on Companys website www.systematicindustries.com under the Tab named Policies. The Policies are reviewed periodically by the Board and updated based on the need and requirements:
| Name of the Policy | Brief Description |
| Archival Policy | The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time |
| Code of Conduct for Board & Senior Management Personnel | The policy is aimed to formulate a Code of Conduct for the Director and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company |
| Nomination and Remuneration Policy | Your Board has framed a policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013 |
| Policy for making payments to Non-Executive Director | The Policy contains the rules for making payments to Non-Executive Directors as per the applicable provisions of the Companies Act, 2013 |
| Policy on criteria for determining Materiality of Events | The policy applies for determining and disclosing material events taking place in the Company |
| Policy on Materiality of Related Party Transactions | The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions |
| Terms & Conditions of appointment of Independent Directors | The policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers. |
| Whistle Blower Policy | The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177 (9) and Section 177(10) of the Companies Act, 2013 with a view to enable stakeholders, including Directors, Individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct an ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism. |
| Risk Management Policy | The Risk Management Policy is 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 policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company. |
| Policy in case of leak of UPSI | The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (PIT Amendment Regulations) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and inform the board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for procedure of inquiry in case of leak of Unpublished Price Sensitive Information (UPSI). |
| Policy for Evaluation of the Performance of the Board | The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and the individual directors (excluding the director being evaluated). |
| Insider Trading Policy | Your Company has adopted the policy to regulate, monitor and report trading by the designated persons and their immediate relatives as per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by the designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information. |
| Code for fair disclosure of UPSI | The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of Legitimate purposes for sharing UPSI. |
| The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI. | |
| Policy on preservation of the Documents | The policy deals with the retention of corporate records of the Company. |
| Policy on Corporate Social Responsibility | Objectives of CSR Policy: |
| 1. To set high standards of quality in the delivery of services in the social sector by creating processes and replicable models; | |
| 2. To create a sense of empathy and equity among employee of the | |
| 3. Company to motivate them to give back to the society. |
The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspended fraud or violation of the Companys code of conduct.
Under the policy, each employee has an assured access to the Chairman of the Audit Committee. The Whistle Blower Policy is displayed on the website of the Company viz. www.systematicindustries.com .
The details of the loans given, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements.
All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. The Form AOC-2 is enclosed as Annexure-I. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.
The Company is taking every possible step to conserve energy wherever possible. Several environment friendly measures were adopted by the Company to conserve energy. The Company increases usage of technology to provide better service to the stake holders. The Company thrives to improve, optimize and manage costs through usage of technology as per business cycles and needs.
| Particulars | 2025-26 | 2024-25 |
| Foreign Exchange Earnings | 1971.36 | 2393.92 |
| Foreign Exchange Outgo | 237.03 | 682.09 |
28. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92 and Section 134 (3)(a) of the Act and rules framed thereunder, the Annual Return, for the financial year ended March 31, 2026 is available on the website of the Company and can be accessed through the web link.
Website link: https://systematicindustries.com/
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
During the year under review, the statutory auditors have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
In compliance with the provisions of the Section 139, 141, 142 and other applicable provisions, if any of the act and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications/re-enactments thereof, for the time being in the force), M/s. Hardik Vora & Associates, Chartered Accountants (Firm Registration No.: 122756W) were appointed as Statutory Auditors of the Company by the Members of the Company for a period of 5 (Five) Years i.e. till the conclusion of Annual General Meeting to be held for Financial Year 2026-27. The Company has received confirmation from Statutory Auditors that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act.
During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time.
The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2026. The Auditors Report for the Financial Year ended March 31, 2026 on the financial statements of the Company forms part of the Annual Report.
The Statutory Auditors Report, being devoid of any reservation, qualification or adverse remarks does not call for any further information, explanation, or comments from the Board under Section 134 (3)(f)(i) of the Companies Act, 2013.
The Board of Directors at its meeting held on October 30, 2025 have appointed M/s. KDA & Associates (Practicing Company Secretaries) as the Secretarial Auditors of the Company, pursuant to Section 204 of the Companies Act, 2013 to undertake the secretarial audit of the Company for the financial year 2025-26.
The Secretarial Audit Report as issued by the Secretarial Auditor, in Form MR-3 for the Financial Year 2025-26 is set out in the Annexure-III to this report and forms integral part of this Annual Report.
The Board of Directors at their meeting held on January 9, 2026 have appointed M/s. Prashant Thacker & Co., Practicing Chartered Accountant as the Internal Auditors of the Company pursuant to the provisions of the Companies Act, 2013, to undertake Internal Audit of the Company for the financial year 2025-26.
Pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014 of the Companies Act, 2013, M/s. Shekhar Joshi & Co., Cost Accountants (Registration No. 100448) was appointed as Cost Auditor of the Company for the financial year 2025-26.
The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business 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 controls of the company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of assets and that the business is conducted in an orderly and efficient manner.
Audit Committee periodically reviews the adequacy of Internal 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 authorised, recorded and reported.
38. PARTICULARS OF EMPLOYEES:
The Statement containing the names and other particulars of the employees of the Company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure-IV to this report.
The Corporate Social Responsibility (CSR) Committee of the Board sets the Companys CSR Policy. The details of composition of CSR Committee, terms of reference and Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are as per Annexure-V and forms an integral part of this Report. Your Companys CSR Policy is available on the website of the Company at www.systematicindustries.com .
40. DETAILS OF THE APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
No application is made during the Financial Year 2025-26 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.
41. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The Company has not made any settlement with any of its lenders.
The Annual Listing fees payable for the Financial Year 2026-27 has been paid to BSE Limited within due date
43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The summary of sexual harassment complaints during the financial year is as follows:
| Sr. No Particulars | Nos |
| 1 Number of complaints of sexual harassment received | 0 |
| 2 Number of complaints disposed of during the year | 0 |
| 3 Number of cases pending for more than 90 days | 0 |
The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.
There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 is not required.
As company do not have any holding or subsidiary company, there was no receipt of any commission by Managing Director/Whole-time Director from the Company or receipt of commission/remuneration.
To retain, promote, and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted Systematic Industries - Employee Stock Option Plan 2026 (ESOP Plan 2026) with the approval of shareholders through Postal Ballot as on February 17, 2026 so as to grant, offer and issue 6,00,000 (Six Lakh Only) Options in one or more tranches to the eligible employees of the Company. It is implemented to help us meet the dual objective of motivating key employees and retention while aligning their long-term career goals with those of the Company.
During the year, Company has not made any grants under the ESOP Plan 2026.
Details of the Employees Stock Option Scheme during the year:
| Sr. No. Particulars | Remarks |
| (a) Options granted | NIL |
| (b) Options vested | NIL |
| (c) Options exercised | NIL |
| (d) The total number of shares arising as a result of exercise of option | NIL |
| (e) Options lapsed | NIL |
| (f) The exercise price | Rs. 10/- |
| (g) Variation of terms of options | Not Applicable |
| (h) Money realized by exercise of options | - |
| (i) Total number of options in force | 6,00,000 |
| (j) Employee wise details of options granted to a) Key Managerial Personnel | N.A. |
| b) Any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year. | N.A. |
| c) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. | N.A. |
The Company has not issued sweat equity shares during the year under review.
The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to the Investor Education and Protection Fund (IEPF).
The Company has complied with the provisions of SEBI Listing Regulations 2015.
No penalties were imposed on the Company by BSE Limited or SEBI or any other statutory authority on any matter related to capital market during the last three years. The details of compliance with mandatory requirements of SEBI Listing Regulations, 2015 are as contained in this Report.
50. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review.
Your Directors wish to express their immune appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.
For and on Behalf of the Board of Directors
Systematic Industries Limited
(Formerly known as Systematic Industries Private Limited)
| Siddharth Rajendra Agarwal | Vikas Navin Hegde |
| Managing Director | Whole-time Director |
| DIN:00515410 | DIN:10827553 |
| Date: August 11,2026 | |
| Place: Mumbai |
IIFL Customer Care Number
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