Your Directors have pleasure in presenting the 38^th Board's Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2023.

FINANCIAL SUMMARY OF YOUR COMPANY:

BRIEF DESCRIPTION OF YOUR COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S AFFAIR:Standalone

As is evident from the above financial summary, during the year, your Company has earned total income of T 2,810.56 Lakh as compared to total income of T 3,066.00 Lakh earned during the previous year.

Your Company has earned profit after tax during the year of T 394.45 Lakh as compared to the profit after tax of T1235.95 Lakh earned during the previous year.

Consolidated

Your Group earned total income of T 7,877.40 Lakh as compared to total income of T 9093.63 Lakh earned during the previous year.

Your Group earned profit after tax during the year of T 508.21 Lakh as compared to the profit after tax of T 1,749.71 Lakh earned during the previous year.

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 2022-23 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:

Considering future plans and growth, your directors have not recommended any dividend for the year under review.

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

There is no such Company which have become or ceased as a subsidiary, associates and joint ventures, during the year under review.

Further your Company continues to be a Subsidiary Company of Systematix Holdings Private Limited (Formerly Known as Superstar Exports Private Limited), which holds 68.28 % of total paid-up share capital of your Company.

Your Company has five Wholly Owned Subsidiary Companies and one LLP, namely:

1. Systematix Shares and Stocks (India) Limited.

2. Systematix Fincorp India Limited.

3. Systematix Finvest Private Limited.

4. Systematix Commodities Services Private Limited.

5. Systematix Ventures Private Limited.

6. Divisha Alternative Investments LLP

Your Company does not have any associate and joint venture company. Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of Subsidiary Companies in Form AOC-1 is attached herewith as '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.

The Audited Financial Statements of the said Subsidiary Companies are available on your Company's website and shall also be made available for inspection by any member at the Registered Office of your Company during business hours on working days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of the Audited Financial Statements of any Subsidiary Companies, may write to your Company Secretary of your Company.

Pursuant to the provisions of Section 136 of the Act the Audited Standalone and Consolidated Financial Statements of your Company along with relevant documents are available on your Company's website.

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 Company's website at https://www.systematixgroup.in/ impdocuments/Policy-determining-material-subsidiary.pdf. Accordingly Systematix Shares and Stocks (India) Limited, Systematix Fincorp India Limited and Systematix Finvest Private Limited was determined as Material Subsidiaries for Financial Year 2022-23.

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, 2023 is available on your Company's website at www.svstematixaroup.in.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts or Tribunals which would impact the going 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 in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year 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 Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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 classified as '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 financial year under review and governed by the provisions of Section 186 of the Act, 2013 forms part of financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the Listing Regulations. Your company has formulated a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the same is available on your Company's website at https://www.systematixgroup.in/impdocuments/Policy-materiality-and-dealing-with-RPT.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

All related party transactions entered into during the financial year were in ordinary course of business and arm's length basis. There were no significant material related party transactions entered into by your Company with any related party during the financial 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.

All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee, were placed before the Audit Committee on a quarterly basis for its review.

Further, details of related party transactions as per Indian Accounting Standard - 24 (Ind AS 24) and Schedule V of the the Listing Regulations containing name of the related party and details of the transactions entered with such related party are given under Note 35 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, 2023 and have issued the Auditors' Report on the Standalone and Consolidated Financial Statements thereon. The Auditor's Report does not contain any qualification, reservation or adverse remark or Disclaimer.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Kothari H. & Associates, Practising Company Secretaries were appointed as Secretarial Auditor of your Company to undertake the Secretarial Audit of your Company for the year under review. The report of Secretarial Audit in Form No. MR-3 for the FY 2022-23 is annexed herewith as ‘Annexure II'. The said report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY FOR THE YEAR ENDED MARCH 31,2023:

As per Regulation 24A of the Listing Regulations, the Secretarial Audit of the material subsidiaries i.e. Systematix Shares and Stocks (India) Limited, Systematix Fincorp India Limited and Systematix Finvest Private Limited has been conducted by M/s. Kothari H. & Associates, Practising Company Secretaries for the financial year 2022-23. Secretarial Audit Reports of material subsidiaries for the financial year ended March 31, 2023, are annexed herewith and marked as ‘Annexure II (a), (b), and (c)' to this Report . None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer.

INTERNAL AUDITORS

Your Company had designated Mr. Pradeep Gotecha, as an Internal Auditor of your Company, in compliance with the 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.

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 and the Secretarial Auditors 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:

There is no change in the authorised, issued, subscribed and paid-up share capital of your Company during the financial year 2022-23.

Your Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options during the financial year 2022-23.

Your Company has not bought back any of its securities during the financial year 2022-23.

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

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However the necessary steps have been taken to conserve & preserve the energy.

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:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is constituted in accordance with the provisions of the Act and 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.

During the year under review, Mr. Chandra Prakash Khandelwal has resigned as Chairman and Managing Director of your Company with effect from June 21, 2022.

Further the Board at its Meeting held on August 12, 2022, appointed Mrs. Priyanka Khandelwal (DIN: 01878267), as an Additional Director of your Company and on the recommendation of Nomination and Remuneration Committee. Further, she was appointed as Whole Time Director for the period of 5 years w.e.f. August 12, 2022. The appointment of Mrs. Priyanka Khandelwal was regularized in the Annual General Meeting held on September 29, 2022.

Further, On August 12, 2022, the Board of Directors on recommendation of Nomination and Remuneration Committee proposed to re-appoint Mr. Rakesh Mehta as Non-Executive Independent Director for further term of five years from March 10, 2023 to March 9, 2028. His re-appointment as Non - Executive Independent Director of your Company was approved by the Members at Annual General Meeting held on September 29, 2022.

In accordance with the provisions of the Act and in terms of the Articles of Association of your Company, Mrs. Priyanka Khandelwal 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.

Further, Mrs. Spruha Deshpande resigned as Company Secretary and Compliance Officer of your Company with effect from November 1, 2022 and Ms. Rupal Narvekar was appointed as Company Secretary and Compliance Officer of your Company with effect from January 18, 2023.

Subsequent to the year under review Ms. Rupal Narvekar resigned as Company Secretary and Compliance Officer of your Company with effect from. April 21, 2023. Mr. Divyesh Badiyani was appointed as Company Secretary and Compliance Officer of your Company with effect from May 26, 2023.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY:

Your Board consists of eminent personalities with considerable professional expertise and credentials in finance, law, accountancy and other related skills and fields. Their wide experience and professional credentials help your Company for strategy formulation and its implementation, thereby enabling its growth objectives.

In the opinion of the Board, the independent director appointed during the year possesses requisite integrity, expertise, experience and proficiency.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Independent Directors of your Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and your Company's 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.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 5 (Five) times during the financial year. The details of 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.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met 1 (One) time during the financial year. The details of 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 four 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

4. Corporate Social Responsibility Committee

The composition of aforesaid Committees, number of meetings held of each Committee, during the year, 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.

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 compliances with the provision of Section 178 read with Schedule IV of the Act and the Listing Regulations. In accordance with the evaluation criteria approved, the Nomination and Remuneration Committee have carried out the annual performance evaluation of the Board as a whole, its committees and individual Directors.

The Independent Directors carried out the annual performance evaluation of the Chairman, Non-Independent Directors and the Board as a whole.

A structured questionnaire covering various aspects of the Board's functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, inter personal skills, independent judgement, knowledge, compliance framework, etc.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Nomination and Remuneration Committee and the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process.

PREVENTION, PROHIBITION AND REDRESSAL OF 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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:

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.

Further your Company has voluntarily constituted a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance forming part of the Annual Report.

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 Company's website at www.systematixgroup.in/impdocuments/ CSR-Policy.pdf

The Annual Report on CSR activities of your Company has been appended as Annexure III to this Report.

MANAGERIAL REMUNERATION:

The particulars of employees required pursuant to Section 197 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 Board's Report and the financial statements for the financial year ended March 31, 2023 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

POLICY ON DIRECTORS', KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL 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(3) of the Act and 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 and other employees is available on your Company's website at www.svstematixaroup.in/impdocuments/Policv-nomination-remuneration.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 to report genuine concerns or grievances, significant deviations 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 & Listing Regulations and is available on your Company's website at www.svstematixaroup.in/impdocuments/Policv-viail-mechanism-whistleblower.pdf.

CORPORATE GOVERNANCE REPORT:

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India.

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY 2022-23 together with a Certificate from M/s. Kothari H. & Associates, Practising Company Secretaries 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 read with Schedule V of the Listing Regulations, the Management's Discussion and Analysis Report is set out as an addition to this Board Report.

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.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3) (c) of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed;

a) That in the preparation of the annual financial statements for year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That 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, 2023 and of the profit of your company for the year ended on that date;

c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;

e) That the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f) Those systems to ensure compliance with the provisions of all applicable laws was in place and was adequate and were operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARD:

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.

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 year 2023.

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 was no instance of one-time settlement with any bank or financial institutions.

ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge the excellent support received from all stakeholders of your Company viz. clients, members, dealers, vendors, banks and other business partners during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.