Systematix Corporate Services Ltd Directors Report

To,

The Members of

SYSTEMATIX CORPORATE SERVICES LIMITED

The Directors of your Company have pleasure in presenting the 41^st Boards Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2026.

FINANCIAL SUMMARY OF YOUR COMPANY:

( in Lakh except EPS)

	Current Financial Year		Previous Financial Year
Particulars	(31.03.2026)		(31.03.2025)
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	7,743.12	14,617.47	6,819.62	13,938.70
Other Income	87.33	143.59	58.14	2,948.09
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	4,064.53	3,246.95	3,718.44	6,444.37
Less: Depreciation/ Amortisation/ Impairment	351.00	471.56	237.15	317.94
Profit before Finance Costs, Exceptional & Extraordinary items and Tax Expense	3,713.53	2,775.39	3,481.29	6,126.43
Less: Finance Costs	308.62	443.05	282.27	417.28
Profit before Exceptional & Extraordinary items and Tax Expense	3,404.91	2,332.34	3,199.02	5,709.15
Add/(less): Exceptional items	(11.04)	(61.47)	-	-
Add/(less): Extraordinary Items	-	-	-	-
Profit /loss before Tax	3,393.87	2,270.87	3,199.02	5,709.15
Less: Tax Expense
Provision for Taxation	907.76	1,032.74	829.30	1,601.16
Deferred Tax	(23.31)	(158.60)	(6.14)	(509.60)
Income Tax related to Earlier Years	7.33	13.02	12.36	41.46
Profit for the year (1)	2,502.09	1,383.71	2,363.49	4,576.13
Add/(less): Other Comprehensive Income (2)	18.45	20.30	(2.51)	(5.60)
Total Comprehensive Income/loss Total (1+2)	2,520.54	1,404.01	2,360.99	4,570.53
- Owners of the Company	-	1,405.46	-	-
- Non-Controlling interest	-	(1.45)	-	-
Balance of profit /loss for earlier years	7,980.04	15,175.56	5,748.85	10,904.79
Add: Profit for during the year	2,520.54	1,405.46	2360.99	4,570.53
Less: Transfer to Reserves	-	37.90	-	169.95
Less: Dividend paid on Equity Shares	136.54	136.54	129.80	129.80
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	10,364.04	16,406.58	7,980.04	15,175.56
EPS (Basic)	1.83	1.01	1.79	3.46
EPS(Diluted)	1.83	1.01	1.79	3.46

Note: Previous Financial Year figures have been regrouped/re-arranged wherever necessary.

BRIEF DESCRIPTION OF YOUR COMPANYS WORKING DURING THE YEAR UNDER REVIEW / STATE OF COMPANYS AFFAIR: Standalone

As is evident from the above financial summary, during the year under review, your Company has earned total income of 7,830.45 Lakh as compared to total income of 6,877.76 lakh earned during the previous year.

Your Company has earned profit after tax during the year of 2,502.09 Lakh as compared to the profit after tax of 2,363.49 Lakh earned during the previous year.

Consolidated

Your Group earned total income of 14,761.06 Lakh as compared to total income of 16,886.79 Lakh earned during the previous year.

Your Group earned profit after tax during the year of 1,383.71 Lakh as compared to the profit after tax of 4,576.13 Lakh earned during the previous year.

These numbers reflect our adeptness at navigating the market dynamics and capitalizing on strategic opportunities to enhance shareholder value. The financialperformance is reflective of our continued focus on our commitment to sustainable growth amid fluctuating economic conditions.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of your Company for the FY 2025-26 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited Financial Statements of your Company and its subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statements together with the Auditors Report is forming part of the Annual Report.

TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

DIVIDEND:

Your Company has rewarded its shareholders by declaring and disbursing a final dividend @10 % (Rs. 0.10/- per equity share of the face value of Re. 1/- each fully paid-up) for the FY 2024-25.

Further, the Board at its meeting held on April 29, 2026, recommended a final dividend @10 % (Rs. 0.10/- per equity share of the face value of Re. 1/- each fully paid-up) for the FY 2025-26, subject to the approval of Members at the forthcoming Annual General Meeting (AGM).

DETAILS OF COMPANIES, WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES, DURING THE YEAR UNDER REVIEW, ARE AS UNDER:

During the year under review, your Company has acquired 80% stake in Urban Affordable Housing LLP on May 23, 2025 by making capital contribution of Rs. 1.60 Lakhs. Accordingly, Urban Affordable Housing LLP has become subsidiary LLP of your Company. There is no other such Company, which has become or ceased as a Subsidiary, Associates and Joint Ventures, during the year under review.

Further, the name of one of the Wholly-Owned Subsidiary was changed from "Systematix Wealth & Asset Management Private Limited (Formerly Known as Systematix Ventures Private Limited)" to "Systematix Wealth & Asset Services Private Limited" w.e.f. April 11, 2025.

As on March 31, 2026, your Company has following five Wholly-Owned Subsidiary Companies and two Subsidiary LLP and does not have any Associate and Joint Venture Company.

Note: Divisha Alternative Investments LLP has been struck off from the Register of LLP and ceased to be the subsidiary LLP of your Company w.e.f. July 21, 2026.

During the year under review, your Company has made following further investments by way of Right Issues in its Wholly-Owned Subsidiaries.

Sr. No. Name of Wholly-Owned Subsidiaries	Type of Security	Aggregate Investment ( in Lakhs)
1 Systematix Shares and Stocks (India) Limited	Equity Shares	2,499
2 Systematix Wealth & Asset Services Private Limited	Equity Shares	1,450

Further, your Company continues to be a Subsidiary Company of M/s. Systematix Holdings Private Limited, which holds 64.91 % of total paid-up share capital of your Company. Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial of subsidiaries in Form AOC-1 is attached herewith asstatement ‘Annexure I and forms part of this Report. The statement also provides highlights of the performance and financial position of each of the subsidiaries and their contribution to the overall performance of your Company as per Rule 8(1) the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements of your Company along with relevant documents and the Audited Financial Statements of the Subsidiary Companies/LLPs are available on your Companys website at https://www.systematixgroup.in/investor-relations/. These Financial Statements will be available for inspection in electronic mode. Members can inspect the same up to the date of the ensuing Annual General Meeting ("AGM"), by sending an e-mail to the Company at secretarial@systematixgroup.in. Additionally, the Company will provide a copy of the Audited Financial Statements of each Subsidiary Company and LLP to any Member upon request.

Material Subsidiaries:

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board has approved the Policy on Determination of Material Subsidiaries ("Policy"). The said Policy is available on your Companys website at https://www.systematixgroup. in/wp-content/uploads/2026/04/Policy-for-Determining-Material-Subsidiary.pdf . Accordingly, Systematix Shares and Stocks (India) Limited and Systematix Fincorp India Limited were determined as Material Subsidiaries for FY 2025-26.

Merger, Acquisitions, Investments and Divestments during the year under review

1. During the year under review, Company has made an investment in following Alternative Investment Funds ("AIF") as a Sponsor:

Sr. No. Type of Category	Name of Scheme of AIF	Total Commitment amount	Amount invested during the FY 2025-26
		( in Lakhs)	( in Lakhs)
1 Category I	India SME Growth Fund – Series 2	1,000	400
2 Category II	Systematix India Equity	1,000	-
	Opportunities Fund

2. Divisha Alternative Investments LLP, the subsidiary LLP of the Company, has been struck off from the Register of LLP by the Registrar of Companies, Maharashtra, Mumbai – I on July 21, 2026. Consequently, Divisha Alternative Investments LLP has ceased to be the subsidiary LLP of the Company w.e.f. July 21, 2026.

MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF YOUR COMPANY:

Effective from March 6, 2024, books of accounts, records, documents are kept at 303 & 304, 3rd Floor, Hallmark Business

Plaza, Sant Dyaneshwar Marg, Near Gurunanak Hospital, Bandra (East), Mumbai 400051.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of your Company for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF YOUR COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under review, there are no material changes and commitments, which affect the financial position of your Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and

Administration) Rules, 2014, the Annual Return of your Company in prescribed Form MGT-7 for the financial year ended

March 31, 2026 is available on your Companys website at https://www.systematixgroup.in/.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: material orders passed by the Regulators / Courts or Tribunals which would impact the going Thereare nosignificant concern status of your Company and its future operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company has adequate systems of internal control, to ensure that all assets are safeguarded and protected against loss from unauthorized use and procedures commensurate with the size and nature of business. Your Company continuously upgrades its systems in line with the best availability practices. These systems are supported by periodical reviews by the management and standard policies and guidelines to ensure that financial and other records are prepared accurately. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observations were received from the Auditors of your Company for inefficiency or inadequacy of such controls.

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):

Your Company has inplaceadequateinternalfinancialcontrols commensurate with the size, scale and complexity of its operations. During the year under review such controls were tested and no reportable material weakness in the design or operations were observed. Your Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. An independent internal audit function conducts periodic and comprehensive audits across all business and functional areas with findings and recommendations reported to the Audit Committee for oversight and continuous improvement.

DEPOSITS:

During the year under review, your Company has not accepted any deposits in terms of Section 73 of the Act read with the

Companies (Acceptance of Deposit) Rules, 2014, no amounts were outstanding which were classifiedas ‘Deposits under the applicable provisions of Act as on the date of Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The particulars of loans, guarantees and investments given/made during the year under review and governed by the provisions of Section 186 of the Act forms part of financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act, the Listing Regulations as amended from time to time and pursuant to the recommendation of the Audit Committee, your Company has formulated a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions ("RPT Policy"). During the year under review, the Board of the Directors of your Company based on the recommendation of the Audit Committee approved revisions to the RPT policy to incorporate amendments to the Listing Regulations inter alia introducing turnover based materiality threshold and revised approval limits in respect of Related Party Transactions. The amended RPT Policy is available on your Companys website at https://www.systematixgroup.in/wp-content/uploads/2026/04/Policy-on-materiality-of-RPT-and-Dealing-with-RPT.pdf. All contracts, arrangements and transactions entered by your Company with related parties during the year under review were in the ordinary course of business and on an arms length basis. Further, all related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee was obtained for the transactions, which were of unforeseen or repetitive in nature. For seeking approvals, necessary information was placed before the Audit Committee in line with the "Minimum information to be provided to the Audit Committee and Members for approval of Related Party Transactions" formulated by the Industry Standards Forum (ISF), in consultation with SEBI. The details of all such related party transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee on a quarterly basis for its review. entered into Therewereno significant by your Company with any related party during the year under review. Thus disclosure in Form AOC-2 as per Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. Further, there were no material related party transactions in terms of Listing Regulations requiring approval of Members during the year under review.

Further, details of related party transactions as per Indian Accounting Standard – 24 (Ind AS 24) and Schedule V of the Listing Regulations containing name of the related party and details of the transactions entered with such related party are given under Note 36 forming part of the Notes to Account of the Standalone Financial Statements which forms part of this Annual Report.

STATUTORY AUDITORS:

M/s. Shah & Taparia, Chartered Accountants (FRN: 109463W) were appointed as the Statutory Auditors of your Company at

Annual General Meeting (AGM) of your Company held on September 29, 2022 for a term of five consecutive years from the conclusion of the Annual General Meeting held on September 29, 2022 until the conclusion of Annual General Meeting of your Company to be held in the year 2027.

STATUTORY AUDITORS REPORT:

M/s. Shah & Taparia, Statutory Auditors of your Company has audited books of account of your Company for the financial year ended March 31, 2026 and have issued the Auditors Report on the Standalone and Consolidated Financial Statements thereon. The Auditors Report does not contain any qualification, reservation or adverse remark or Disclaimer.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to Regulation 24A of the Listing Regulations, your Company has approved the appointment of Mrs. Sonam Jain, Practicing Company Secretary, Peer Reviewed Practicing Company Secretary, as the Secretarial Auditor of the Company for a commencing from FY 2025-26 to Financial Year 2029-30, at the Annual General termoffive(5) consecutive financial

Meeting of your Company held on September 19, 2025.

The report of Secretarial Audit in Form No. MR-3 for the financial year ended March 31, 2026 is annexed herewith as ‘Annexure II. The said report does not contain any qualification, reservation or adverse remark or disclaimer. Further, the Secretarial Compliance Report for the financial year ended March 31, 2026 issued by Mrs. Sonam Jain, Practicing Company Secretary, pursuant to Regulation 24A of the Listing Regulations, has been filed with BSE Limited and National

Stock Exchange of India Limited and a copy of the same is available on the Companys website www.systematixgroup.in.

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARIES:

As per Regulation 24A of the Listing Regulations, the Secretarial Audit of the material subsidiaries i.e. Systematix Shares and Stocks (India) Limited and Systematix Fincorp India Limited has been conducted by Mrs. Sonam Jain, Practicing Company

Secretary for the financial year ended March 31, 2026. Secretarial Audit Reports of material subsidiaries for the financial year ended March 31, 2026 are annexed herewith and marked as ‘Annexure II (a) and (b) to this Report. None of the said Audit

Reports contains any qualification, reservation or adverse remark or disclaimer.

INTERNAL AUDITORS:

Your Company has appointed Mr. Pradeep Gotecha, as an Internal Auditor of your Company for the FY 2025-26 pursuant to provisions of Section 138 of the Act and Rules framed thereunder. Internal Audit Reports are reviewed by the Audit Committee of your Company at their meetings held during quarterly intervals. Internal Auditor carried out his functions as per the scope of work assigned and placed his reports at the meetings of the Audit Committee, during quarterly intervals. The internal audit reports does not contain any qualification, reservation or adverse remark or disclaimer.

COST AUDITORS AND RECORDS:

The Central Government has not prescribed maintenance of cost records for your Company under Section 148 (1) of the Act.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, the Secretarial Auditors and the Internal Auditor have not reported to the Audit Committee/Board pursuant to Section 143 (12) of the Act, any instances of frauds committed in your Company by its officers or employees, the details of which needs to be mentioned in this Report.

SHARE CAPITAL:

During the year under review, there was no change in the Authorised or Paid-up Share Capital of your Company.

As on March 31, 2026, Authorized Share Capital of the Company was at Rs. 50,00,00,000/- (Rupees Fifty Crore) divided into

20,00,00,000 (Twenty Crore) Equity Shares of Re. 1/- each (Rupee One) and 3,00,00,000 (Three Crore) Preference Shares of Rs. 10/- (Rupees Ten) each and the paid-up share capital of the Company is Rs. 13,65,38,010/- (Rupees Thirteen Crore Sixty-Five Lakhs Thirty- Eight Thousand and Ten) divided into 13,65,38,010 (Thirteen Crore Sixty-Five Lakhs Thirty- Eight Thousand and Ten) Equity Shares of Re. 1/- (Rupee One) each.

Your Company has not issued any equity shares with differential rights / sweat equity shares during the year under review. Your Company has not bought back any of its securities during the year under review.

EMPLOYEE STOCK OPTION SCHEME:

The member of your Company, at the Annual General Meeting held on September 19, 2025, approved the "Systematix Employee Stock Option Scheme, 2025" ("ESOP 2025" or "Scheme") for the grant up to 68,26,901 stock options to eligible employees of your Company and employees of the Subsidiary Companies. Pursuant to this, the Nomination and Remuneration Committee, at its meeting held on November 11, 2025, finalized the list of eligible employees of your Company and employees of the

Subsidiary Companies and approved the grant of 7,43,908 stock options under the Scheme. None of the options granted were exercisable during the year under review, therefore there has been no impact on the paid-up equity share capital of your Company.

The disclosures required under Regulation 14 read with Schedule I Part F of the SEBI (Share Based Employee Benefits

& Sweat Equity) Regulations, 2021 ("ESOP Regulations") (as amended from time to time), are available on the website of your Company at https://www.systematixgroup.in/investor-relations/. There has been no change in the Scheme during the year under review. The Scheme is administered by the Nomination and Remuneration Committee ("NRC") of the Board, in accordance with the applicable provisions of the ESOP Regulations. Mrs. Sonam Jain, Practicing Company Secretary, Secretarial

Auditor of the Company has certified that the Scheme has been implemented in accordance with the ESOP Regulations and the Resolutions passed by the Members of your Company. The Certificate aforesaid will be available for inspection.

LISTING OF EQUITY SHARES ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED:

During the year under review, your Company received listing and trading approval from National Stock Exchange of India Limited ("NSE") for listing of 13,65,38,010 (Thirteen Crores Sixty-Five Lakhs Thirty-Eight Thousand and Ten) Equity shares of your Company on the Main Board of NSE. Accordingly, the Companys equity shares were listed and traded on the NSE with effect from October 06, 2025.

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

A) ENERGY CONSERVATION & TECHNOLOGY ABSORPTION:

Your company, along with its subsidiaries, primarily offers financial services a sector not traditionally associated with high energy consumption. Despite this, we continuously explore avenues to reduce our operational carbon footprint, although the direct impact remains minimal due to the nature of our business activities.

Your Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipments. However, since your Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and outgo as required under section 134(3) (m) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows: (In in Lakhs)

a. Total foreign exchange earned	17.45
b. Total foreign exchange outgo	21.83

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is constituted in accordance with the provisions of section 149 of the Act read with Rules made thereunder and Regulation 17 of the Listing Regulations and Articles of Association of your Company. Your Company has received relevant disclosures and declarations from the Directors and none of them are disqualified from being appointed as

Director in terms of Section 164(2) of the Act and the Listing Regulations. The detailed composition of the Board along with the meetings and attendance are provided in Corporate Governance Report which forms part of the Annual Report. Further, during the year under review, Mrs. Priyanka Khandelwal (DIN: 01878267), Whole-Time Director of your Company who retired by rotation, was re-appointed at the last Annual General Meeting held on September 19, 2025.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on January 21, 2026, appointed Mr. Vijaykumar Gautam (DIN: 07358773) as an Additional Non-Executive Independent Director of your Company. The appointment of Mr. Vijaykumar Gautam (DIN: 07358773) was regularized in the Extra-Ordinary General

Meeting held on April 17, 2026.

Further, Mr. Sampath Kumar Kangeyam Venkatakrishnan (DIN: 10295069) has tendered his resignation as an Independent Director due to his pre-occupation and other personal commitments with effect from January 21, 2026. The Board of Directors places on record its deep appreciation for the valuable guidance, wisdom, and contribution made by Mr. Sampath Kumar Kangeyam Venkatakrishnan (DIN: 10295069) during his distinguished association with your Company. In accordance with the provisions of the Act and in terms of the Articles of Association of your Company, Mrs. Anju Khandelwal (DIN:00474604) who is liable to retire by rotation being eligible, has offered herself for re-appointment. The Board recommends her re-appointment for the consideration of the members of your Company at the forthcoming Annual General Meeting.

Except above there are no changes in the Directors and Key Managerial Personnel of your company during the year under review.

DECLARATION BY INDEPENDENT DIRECTOR(S):

All the Independent Directors of the Company have submitted their declarations of independence as required under the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations. These declarations affirm that the

Independent Directors are independent of the management and they meet the criteria of independence as provided in

Section 149(6) of the Act read withRule5 Qualificationof Directors) Rules, 2014 and theCompanies(Appointmentand Regulation 16(1)(b)oftheListingRegulationsandarenotdisqualifiedfrom continuing as Independent Directors of your

Company. Further, the veracity of the above declarations has been assessed by the Board in accordance with Regulation 25(9) of the Listing Regulations. The IndependentDirectorshavealsoconfirmedthat they have complied with Schedule IV of the

Act and your Companys Code of Conduct for Board Members and Senior Management. All Independent Directors of your Company have registered themselves with the Indian Institute of Corporate Affairs.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY:

The Board maintains a strong culture of accountability, transparency, and ethical governance, ensuring that your Companys operations are aligned with its long-term vision and objectives. Our Independent Directors are particularly noted for their professional integrity, as well as their extensive expertise and experience, which are valuable to our leadership framework. The collective expertise of the Board enables effective oversight of business performance, risk management, and corporate governance practices, thereby reinforcing stakeholder confidence and promoting your Companys continued growth and success.

In the opinion of the Board, the Independent Director appointed during the year under review possesses requisite integrity, expertise, experience and proficiency.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 4 (Four) times during the financial year. The details of the meeting and attendance of the

Directors are provided in the Corporate Governance Report which forms part of the Annual Report. The intervening gap between the Meetings was within the period prescribed under section 173 of the Act.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As per provision of the section 149(8) read with Schedule V of the Act and Listing Regulations, the separate meeting of Independent Directors was held once during the year under review. The details of the meeting and attendance of Independent Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS:

Your Company has now three Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Nomination And Remuneration Committee

3. Stakeholders Relationship Committee

The composition of aforesaid Committees, terms of reference, number of meetings held of each Committee, during the year under review and meetings attended by each member of the Committees are provided in Corporate Governance Report which forms part of the Annual Report. The recommendations of the Committees, as and when made to the Board, have been accepted by the Board.

Additionally, to streamline the management of day-to-day administrative and routine matters, the Board has established various management-level committees. These Committees comprise of Directors and experienced and competent officials your Company who bring diverse expertise and insights to their respective roles.

FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD:

The Board has approved the policy for evaluating the performance of Board, its committees and individual Directors in compliance with the provision of Section 134(3)(p) and Section 178 read with Schedule IV of the Act and Regulation 17(10) & 25(4) of the Listing Regulations. In accordance with the evaluation criteria approved, the performance evaluation was carried out as given below:

Performance evaluation by	Of whom
Independent Directors at its Separate Meeting	a. Board as a whole;
	b. Non-Independent Directors;
	c. Chairperson and
	d. the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors
Board of Directors	a. Board as a whole;
	b. Individual Directors excluding the Directors being evaluated;
	c. Independent Directors and
	d. Committees of the Board

The Board reviewed the performance of Individual Directors through a structured questionnaire based on various aspects which, inter-alia, included attendance at the meetings, inter personal skills, independent judgement, knowledge, compliance framework, etc. The Directors expressed their satisfaction with the evaluation process.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company has zero tolerance on sexual harassment at workplace. Your Company has in place a Policy for prevention of

Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Your Company is committed to provide a safe and conducive work environment to its employees. In accordance with the introduction of Companies (Accounts) Amendment Rules, 2018 dated 31st July, 2018, your Directors would further like to inform that your Company has duly constituted and Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, details as required under Rule 8 of Companies (Accounts), Rules, 2014 are as follows:

Number of complaints of sexual harassment received in the year;	NIL
Number of complaints disposed off during the year;	NIL
Number of cases pending for more than ninety days.	NIL

MATERNITY BENEFIT ACT, 1961:

Your Directors confirms that your Company has complied with the provisions of the Maternity Benefit Act, 1961. Your

Company is committed to supporting female employees during pregnancy, childbirth, and thereafter and strive to maintain a workplace that is conducive to their well-being and career growth.

NEW LABOUR LAW CODE:

The Central Government, vide notifications published in the Official Gazette on November 21, 2025, brought into effect the

Code on Wages, 2019, Code on Social Security, 2020, Industrial Relations Code, 2020, and Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "New Labour Codes"). These codes replace and consolidate 29 existing Central labour laws.

Pursuant to the implementation of the New Labour Codes, the Company reassessed its employee benefits obligations which has resulted in increase in gratuity liability arising out of past service cost and the resultant impact, wherever applicable, has been disclosed in financial statements.

NUMBER OF EMPLOYEES:

There were 42 employees as on March 31, 2026 out of which 26 were male employees & 16 female employees.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in strategy, business and operational plans. Some of the risks which may pose challenges are set out in Management Discussions and Analysis Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

Your Company recognizes its responsibility towards society and focusing on sustainable business practices encompassing economic, environmental and social imperatives that not only cover business, but also the communities around us.

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has also formulated a CSR Policy which is available on your Companys website at https://www.systematixgroup.in/wp-content/uploads/2026/04/CSR-Policy.pdf

Our approach to CSR goes beyond mere financial contributions; as experts in the financial sector, we are committed to leveraging our corecompetenciesandexpertisetomake significantsocial impact. This commitment is detailed in the Annual Report on CSR activities, which is annexed to this report as Annexure - III.

MANAGERIAL REMUNERATION:

The particulars of employees required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as Annexure IV. In accordance with the provisions of Section 136 of the Act, the Boards Report and the financial statements for the financial year ended March 31, 2026 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining a copy of the same may write to Company Secretary at secretarial@systematixgroup.in and same will be provided upon request.

POLICY ON DIRECTORS, KEY MANAGERIAL PERSONNELS AND SENIOR MANAGEMENT PERSONNELS APPOINTMENT AND REMUNERATION:

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed the policy for selection and appointment of Directors including determining qualifications 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 of the Act and Regulation 19 of the Listing Regulations.

Pursuant to Section 134(3)(e) of the Act, the Nomination and Remuneration policy of your Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and relating to remuneration of Directors, KMP, Senior Management Personnel and other employees is available on your Companys website at https://www.systematixgroup.in/wp-content/uploads/2026/04/Nomination-and-Remuneration-Policy.pdf

The Nomination and Remuneration Policy of your Company is attached herewith as ‘Annexure V. VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the Listing Regulations, your Company has framed Vigil Mechanism/ Whistle Blower

Policy ("Policy") to enable directors and employees toreportgenuineconcernsorgrievances,significantdeviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/ conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board. The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by your Company is in compliance with the requirements of the Act & the Listing Regulations and is available on your Companys website at https://www.systematixgroup.in/wp-content/uploads/2026/04/Policy-vigil-mechanism-whistleblower.pdf

CORPORATE GOVERNANCE REPORT:

Effective corporate governance is the cornerstone of sustainable and successful businesses. Your Company is deeply committed to upholding the highest standards of governance, which guide our strategic decisions and daily operations.

This commitment ensures financial responsibility, ethical conduct, and fairness to all stakeholders (including employees, customers, investors, regulators, suppliers, and society at large).

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY 2025-26 together with a Certificate from Mrs. Sonam Jain, Practicing Company Secretary of your Company confirming compliance with conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the Listing Regulations, is forming part of the Annual Report.

MANAGEMENTS DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 read with Schedule V of the Listing Regulations, the Managements Discussion and Analysis Report is set out as an addition to this Board Report. This analysis is integral to understanding the context of our financial results and the strategic initiatives undertaken by your Company during the FY 2025-26.

CODE OF CONDUCT:

Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors & Senior Management of your Company have affirmed compliance with the Code of Conduct of your Company.

The Code of Conduct is placed on the website ofyour Company https://www.systematixgroup.in/wp-content/uploads/2026/04/ Code-of-Conduct-for-Directors-and-Members-of-Senior-Management.pdf

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3) (c) read with Section 134(5) of the Act, with respect to Directors

Responsibility Statement, the Board of Directors of your Company to the best of its knowledge and ability, hereby confirms and states that: a) in the preparation of the annual accounts for year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 your company as at March

31, 2026 and of the profit of your company for the year ended on that date; c) the Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) the Directors have laid down the internal financial controls to be followed by your Company and that such internal financial controls are adequate and are 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.

COMPLIANCE WITH SECRETARIAL STANDARD:

Your Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India, namely SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to provisions of Sections 124 and 125 of the Act, the transfer of unclaimed dividends and shares to the Investor

Education and Protection Fund (IEPF) are not applicable to your Company for the current financial year. Your Company has no dividends remaining unclaimed for seven years and therefore, no amounts or shares were required to be transferred.

INVESTOR AWARENESS & SHAREHOLDER OUTREACH INITIATIVE – "SAKSHAM NIVESHAK" CAMPAIGN:

Pursuant to the IEPF Authoritys nationwide "Saksham Niveshak – 100 Days Campaign", your Company undertook a focused investor awareness and shareholder outreach initiative to facilitate updation of KYC details, bank mandates and other statutory information, and to assist shareholders in claiming their unpaid/unclaimed dividends before their transfer to the

IEPF. Through targeted communication and proactive engagement, your Company encouraged shareholders to regularize their records, enhance KYC compliance and safeguard their investments from transfer to the IEPF.

The initiative reflects your Companys continued commitment towards investor protection, regulatory compliance, transparent shareholder communication and facilitation of seamless investor services. Your Company remains committed to undertaking such investor-centric initiatives and creating greater awareness among shareholders regarding timely updation of records and safeguarding of their investments.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings, either filed by your Company or filed against your Company, pending under the Insolvency and

Bankruptcy Code, 2016 (31 of 2016) before National Company Law Tribunal or other courts during the FY 2025-26.

DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS:

The disclosure under this clause is not applicable as there were no instances of one-time settlement with banks or financial institutions.

OTHER DISCLOSURES: a) During the year under review, the trading of securities was not suspended. b) During the year under review, your company has not issued any debt instruments or has not taken fixed deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained. c) Your Company has paid the annual listing fees for the financial year to the stock exchanges where its equity shares are listed, namely BSE Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENTS:

The Board of Directors extends its sincere gratitude to the Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Central Depository Services (India) Limited, National Securities Depository Limited, Registrar to an Issue & Share Transfer Agent, Ministry of Corporate Affairs, Ministry of Finance and other government and regulatory authorities, Bankers, Financial Institutions for their continued support throughout the year. We also deeply appreciate the trust and confidence placed in us by our clients and stakeholders and partners which is integral to our success.

Further, the Board acknowledges with great appreciation the efforts and dedication of all our employees across the Company and its subsidiaries. Their commitment has been crucial in driving profitable growth during the fiscal year under review .

	For and on behalf of the Board of Directors.
	Nikhil Khandelwal
	Chairman & Managing Director
	DIN: 00016387
Date: August 07, 2026
Place: Mumbai