డైరెక్టర్ల నివేదిక Systematix Securities Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 39^th Annual Report and the Audited Accounts
for the Financial Year ended 31^st March 2025.

Financial Results and Operations: (Rupees in Lacs)

Particulars	2024-25	2023-24
Revenue from operations	07.43	32.71
Profit/(Loss) before Interest, Dep. & Taxes	(09.14)	(09.14)
Interest	0.00	0.42
Depreciation	0.72	4.21
Profit Before Tax	(1.59)	(4.51)
Provision for Taxation	(0.00)	(0.22)
Provision for Deferred Tax	(0.02)	(0.31)
Profit After Tax	(1.57)	(3.59)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income		(3.59)
Earnings Per Share	(0.03)	(0.03)

DIVIDEND

During the year under review due to requirement of funds and company has occurred loss and to
strengthen the capital base of the Company, your Directors do not recommend any dividend.

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public under Companies Act
2013, during the year under review.

DIRECTORS:

During the year under review there was no change in board of the directors of the Company.
DISQUALIFICATIONS OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant to Section
164 of the Companies Act, 2013. Board appraised the same and found that none of the director
is disqualified for holding office as director.

DIRECTOR’S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 134(3) (C) read with section 134(5) of the
Companies Act, 2013, with respect to the Director’s Responsibility Statement, your directors
hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2025; the
applicable accounting standards have been followed;

II) That they have selected such accounting policies and applied them consistently and made
judgments, and estimate 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 financial year and of the profit of the Company for
the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provision of this Act, for safeguarding the assets of the
Company and for preventing and detecting Fraud and other irregularities.

IV) That they have prepared the annual accounts on a going concern basis.

V) That they have laid down internal financial controls in the company that are adequate and were
operating effectively.

VI) That they have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.

AUDITORS:

M/s. Jyoti Dad & Co., Chartered Accountants (FRN - 013288C ) registered with the Institute of
Chartered Accountants of India (ICAI) vide Firm Registration No. 013288C, be and is hereby
appointed as Statutory Auditors of the Company for a consecutive term of five years
commencing from the conclusion of the 36th Annual General Meeting of the Company till the
conclusion of the 41st Annual General Meeting on such terms and remuneration plus taxes, out-
of-pocket expenses, as may be mutually agreed upon by the Board of Directors and the
Statutory Auditors.

COMMENTS ON AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations
and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for
any further explanation/clarification by the Board of Directors.

AUDIT COMMITTEE

Under the provisions of section 177 of Companies Act, 2013 and Listing Regulation with the
Stock Exchanges an Audit Committee Comprises of Shri Madhav Inani , Shri Basanti Lal Agal
, Mrs. Anita Maheshwari and further note that Shri Basanti Lal Agal , Mrs. Anita Maheshwari
and Shri Madhav Inani are independent directors of the Company.

CORPORATE GOVERNANCE:

A separate section titled “Corporate Governance” including a certificate from the Auditors of
the Company confirming compliance of the conditions of the Corporate Governance as
stipulated under Regulation 27 of the Listing Regulation and also the Management Discussion
and Analysis Report and CEO certification are annexed hereto and form part of the report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the
provision of section 197 read with rule 5 of the Companies Act, 2013 read with the Companies
(particulars of employees) Rule 1975. The company continued to have cordial and harmonious

relations with employees. In totality our employees have shown a high degree of maturity and
responsibility in responding to the changing environment, economic and the market condition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance
for its operations, The HR policies and procedures of your Company are geared up towards this
objective. In totality our employees have shown a high degree of maturity and responsibility in
responding to the changing environment, economic and the market condition.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management
of the Company. All the Board members and senior management personnel have affirmed
compliance with the code of conduct. The code of conduct has posted on website of the
company i.e http://www.systematixsecurities.in

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual
Return as on 31st March, 2025 is available on the Company’s website on
www.systematixsecurities.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013 are not applicable to our
company. So there is not constituted a CSR Committee of the Board.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of M/s Varun Bhomia & co., Company Secretary in Practice,
Indore to conduct the Secretarial Audit of the Company for the financial year ended March 31,
2025. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-B to this Report.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm’s length
basis and were in the ordinary course of business. There were no materially significant related
party transactions with the Company’s Promoters, Directors, Management or their relatives,
which could have had a potential conflict with the interest of the company. Transactions with
related parties entered by the company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars of contracts entered
during the year as per Form AOC-2 is enclosed as Annexure-C

The board of Director of the company has on the recommendation of the Audit Committee
adopted a policy to regulate transactions between the Company and its Related Parties, in
compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder
and the Listing Regulations. This Policy was considered and approved by the Board has been
uploaded on the website of the company at www.systematixsecurities.in under investors/policy
documents/Related Party Policy link.

BOARD MEETING HELD DURING THE YEAR

During the year, 4 meetings of the Board of Directors were held. The dates on which board meeting were held are
as follow:

20.05.2024

14.08.2024

14.11.2024

08.02.2025

APPLICATION AND PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 AND THEIR STATUS

There is no application made or any proceeding pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year.

DIFFERENCE IN VALUATIONS DONE AT ONE TIME SETTLEMENT AND WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS

Not Applicable, There was no one time settlement in the company during the financial year, further the company
has taken loan from the Banks or Financial Institutions during the financial year so no question of difference in
valuations has been arises.

VISHAKA COMMITTEE

The Company has duly constituted Internal Complaint Committee under the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no complaint from any person
pursuant to provisions of the said Act.

AUDIT TRIAL

Based on our examination, which included testchecks, the Company has used accounting software for maintaining
its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit we did not come across any instance of the audit trail feature being
tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is not applicable for the financial year ended March 31, 2025.

ACKNOWLEDGMENT:

The Board places on record its deep appreciation of the devoted services of loyal workers, executives and other
staff of the Company, who have contributed to the performance and company’s continue inherent strength. Your
directors also wish to thank the banks and other stakeholders for their

Continued support and faith respond in the Company. We look forward to their continued support in the future.

For and behalf of the Board

Date: 14/08/2025 Rajesh Kumar Inani

Place: Chittorgarh Whole Time Director

DIN: - 00410591

---

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 28th Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2014. The Financial Results of the company in the year under review are as under:

Financial Results and Operations:

Rs. In Lacs

Year Year ended 31/3/2014 ended 31/3/2013

Total Income 54.20 58.69

Total Expenditure 30.44 26.19

Profit/Loss before tax 23.76 32.50

Provision for Tax

Current Tax 4.28 5.96

Deferred Tax 0.00 0.00

Earlier Year Tax 0.00 0.00

Profit/Loss after tax 19.48 26.54

No. of Equity Shares 5000000 5000000

Earning per share (Rs.10/- each) 0.39 0.53 Basic & Diluted (in Rs.)

DIVIDEND

To provide more strength to the company, your Directors have not recommended any dividend for the year under review

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review.

DIRECTORS:

Shri Jagdish Rathi, Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma, existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under Section 160 of the Companies Act, 2013 for proposal for appointment of Independent Director and all other Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in Section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

In accordance with the provision of the Companies Act, 2013 no director is liable to retire by rotation as independent directors are proposed to appoint for five years in forthcoming annual general meeting and Managing director is not liable to retire by rotation.

DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s Responsibility Statement, your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2014; the applicable accounting standards have been followed;

II) That they have selected such accounting policies and applied them consistently '' and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

(IV) That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Sethiya Khandelwal & Co., Chartered Accountants, Indore who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Sethiya Khandelwal & Co., as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 31st AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

COMMENTS ON AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self- explanatory and do not call for any further explanation / clarification by the Board of Directors.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Shri Jagdish Rathi, Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma are independent directors of the Company.

CORPORATE GOVERNANCE:

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975. The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e http://systematixsecurities.com

LISTING OF THE SHARES

Equity shares of the company are listed on Kolkata Stock Exchange, Bombay Stock Exchange and Madhya Pradesh Stock Exchange Limited.

ACKNOWLEDGMENT:

The Board places on record its deep appreciation of the devoted services of loyal workers, executives and other staff of the Company, who have contributed to the performance and company''s continue inherent strength. Your directors also wish to thank the banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and behalf of the Board

Date : 13.08.2014 Place: Kolkata

Sudhir Samdani Jagdish Rathi Managing Director Director DIN No. 00890642 DIN No. 01211509

---

Mar 31, 2011

The Directors hereby present the Twenty Fifth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

Financial Results:

Rs. In Lacs Year Year ended ended 31/3/2011 31/3/2010

Total Income 29.76 27.15

Total Expenditure 22.26 20.84

Profit before depreciation 7.50 6.31

Depreciation 0.97 0.97

Profit/Loss before tax 6.53 5.34

Provision for taxation

Income Tax (MAT) 1.98 1.28

Fringe benefit tax 0.00 0.00

Profit/Loss after tax 4.55 4.06

Paid up Equity Share Capital 500.00 500.00

DIVIDEND

To conserve the resources of profit, Your Directors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri J.C. Rathi, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re- appointment.

DIRECTOR'S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for financial year ended 31st March, 2011; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that the Directors have 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 financial year and of the profit of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of 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;

iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Sethiya Khandelwal & Company, Chartered Accountants, Indore, retires and being eligible, offers them selves for re-appointment in forthcoming Annual General Meeting.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self- explanatory and do not call for any comments from the Directors.

DISCLOSURE OF SPECIAL PARTICULARS

As company does not have any manufacturing facilities, hence particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable. And further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the companies Act, read with the companies (particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE

A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri J.C. Rathi, Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.

Place: Kolkata for and on behalf of the Board

Dated: 30.05.2011 S.K. Samdani Jagdish Rathi

Managing Director Director

---

Mar 31, 2010

Dear Members,

The Directors hereby present the Twenty Fourth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

Financial Results:

Rs. In Lacs

Year Year ended ended 31/3/2010 31/3/2009

Total Income 27.15 22.34

Total Expenditure 20.84 18.07

Profit before depreciation 6.31 4.27

Depreciation 0.97 0.97

Profit/Loss before tax 5.34 3.30 Provision for taxation

Income Tax 1.28 0.34

Fringe benefit tax 0.00 0.28

Profit/Loss after tax 4.06 2.68

Paid up Equity Share Capital 500 500

DIVIDEND

To conserve the resources of profit, Your Directors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Rakesh Sethiya, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re- appointment.

DIRECTORS RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for financial year ended 31st March, 2010; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that the Directors have 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 financial year and of the profit of the Company for the year and review.

iii) that the Directors have taken proper and sufficient care of 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;

iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Sethiya Khandelwal & Company, Chartered Accountants, Indore, retires and being eligible, offers them selves for re-appointment in forthcoming Annual General Meeting.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self- explanatory and do not call for any comments from the Directors.

DISCLOSURE OF SPECIAL PARTICULARS

As company does not have any manufacturing facilities, hence particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable. And further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the companies Act, read with the companies (particulars of Employees) Rules 1975.

CORPORATE GOVERNANCE

A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri J.C. Rathi, Shri Rakesh Sethiya and Shri Bhagwati Prasad Sharma.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the devoted services rendered by the staff members of the Company. Your Company & Directors wish to extend sincere thanks to the Banks and shareholders, officers and staff of the company for their excellent corporation and dedicated work.

for and on behalf of the Board

S.K. Samdani Jagdish Rathi Managing Director Director

Place : INDORE Dated : 31.05.2010