To

The Members,

Your Directors have pleasure in presenting their 38^th Annual Report and the Audited Accounts for the Financial Year ended 31^st March 2024.

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.

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

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.

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 2024; 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.

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.

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.

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.

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.

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.

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.

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

The detail forming part of the extract of the Annual Return in Form MGT-9 and further details provided in Form MGT-7 which is hosted on the website of the Company and can be accessed at www.systematixsecurities.in.

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.

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 Varan Bhomia & co., Company Secretary in Practice, Indore to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-B to this Report.

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.

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

29^th May, 2023, 09th August, 2023, 07th November, 2023 and 12^th February, 2024.

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

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.

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.

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, 2024 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, 2024.

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.