Directors Report of Systematic Industries Ltd.

Mar 31, 2024

Your Directors hereby present the Twenty Forth Annual Report and Audited Statement of Accounts
for the year ended March 31, 2024.

1 FINANCIAL STATEMENTS AND RESULTS

The financial performance of the company for the year ended March 31, 2024 is summarised
below:

Particulars	31.03.2024	31.03.2023
Net Sales	37,260.37	32,190.05
Profit ( Before Depreciation, Interest and Income Tax )	2,690.19	1,441.04
Interest	731.19	403.76
Depreciation	287.69	187.25
Profit Before Tax	1,671.31	850.03
Provision for Tax	432.13	200.00
Profit after tax	1,239.18	650.02

2 PERFORMANCE

Your company has earned Rs 1516.81 Lacs of Profit before Tax

3 CHANGE IN THE NATURE OF BUSINESS :

There was no change in nature of the business of the Company, during the year under review.

4 DIVIDENDS

The directors have not recommended any dividend for the financial year under review.

5 UNPAID DIVIDEND &IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund
(IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

6 TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the year 2023-24.

7 REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE
COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint
venture company.

8 DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating
to deposits covered under Chapter V of the Act or the details of deposits which are not in
compliance with the Chapter V of the Act is not applicable

9 PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act,
2013 entered by the Company with related party(ies) as defined under the provisions of Section
2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Form
AOC-2 and is attached as Annexure I and forms part of this Report.

10 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Considering the nature of activities of the Company, provisions relating to disclosure of particulars
with regard to technology absorption are not applicable to the Company.

Conservation of Energy - The Company has not spent any substantial amount on Conservation of
Energy to be disclosed here.

Foreign Exchage Earnings and Outgo

Particulars	2023-24	2022-23
Foreign Exchange Earnings	2,736.12	1,455.67
Foreign Exchange Outgo	1,096.60	640.62

11 ANNUAL RETURN:

The Company does not have any website and hence, the Annual Return referred to in Section 92(3)
has not been placed on the website.

12 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements, if any.

13 MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

There have been no material changes and commitments, if any, affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.

14 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has proper and adequate system of internal control to ensure that all assets are
safeguarded and protected against loss from unauthorized use or disposition and that transaction
are authorized, recorded and reported correctly. The Company has effective system in place for
achieving efficiency in operations, optimum and effective utilization of resources, monitoring
thereof and compliance with applicable laws.

15 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL :

There is no other change in director during the year. The Company was not required to appoint
any Key Managerial Personnel.

16 NUMBER OF MEETING OF THE BOARD:

The Board of Directors met 18 times during the financial year ended 31st March 2024 in
accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

17 DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that the mandatory Secretarial Standards (SS-1 &. SS-2) issued by the
Institute of Company Secretaries of India, have been complied with.

18 RISK MANAGEMENT POLICY:

During the year the Company reviewed and strengthened its risk management policy and the risk
management framework which ensures that the Company is able to carry out identification therein
of elements of risk, if any, which in the opinion of the Board may threaten the existence of the
Company.

19 CORPORATE SOCIAL RESPONSIBILITY :

The provisions of CSR are applicable to the company and details disclosure are as per Annexure 2.

20 STATUTORY AUDITORS

M/s. Hardik Vora And Associates, Chartered Accountants (Firm Registration No. 122756W) are the
Statutory Auditors of the Company who are appointed from 30/09/2022 the conclusion of the
Annual General Meeting and till the conclusion of the 28th Annual General Meeting to be held in
the year 2027.

The Auditors'' Report for the financial year ended March 31, 2024 read with the notes to the
accounts referred to therein are self-explanatory and therefore, do not call for any further
comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

21 OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH
2024:

The observations of Auditors in their report read with notes to the accounts are self-explanatory
and therefore, do not call for any further explanation or comments from the Board under Section
134(3) of the Companies Act, 2013.

22 COST AUDITORS

Shekhar Joshi & Co is acting as Cost Auditors of the company.

23 DISCLOSURE ON COST RECORDS MAINTENANANCE

The provisions with respect to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is applicable to the Company and
complied with.

24 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no frauds reported by auditors under sub-section (12) of section 143 other than those
which are reportable to the Central Government.

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

During the year under review there has been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company''s operations in
future.

26 DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations
obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable
accounting standards had been followed.

(ii) for the financial year ended March 31, 2024, such accounting policies as mentioned in the Notes to
the financial statements have been applied consistently and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair view of the state of affairs of
the Company and of the Profit and Loss of the Company for the year ended March 31, 2024.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual financial statements have been prepared on a going concern basis.

(v) that proper internal financial controls were followed by the Company and that such internal
financial controls are adequate and were operating effectively.

(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place
and that such systems were adequate and operating effectively.

27 SHARE CAPITAL

During the year company issued right share of Rs. 32,94,760/- without increasing its authorized
share capital.

28 DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

29 DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE. 2016

No application was filed for corporate insolvency resolution process, by a financial or operational
creditor or by the company itself under the IBC before the NCLT.

30 DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING
LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution.

31 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL ACT , 2013:

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment
at workplace in line with the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has
been set up to redress complaints received regarding sexual harassment. The policy has set
guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC,
whilst dealing with issues related to sexual harassment at the work place. All women employees
(permanent, temporary, contractual and trainees) are covered under this policy. The Company has
not received any complaints during the year.

32 DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the company under the Insolvency Bankruptcy Code, 2016.

33 DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

34 PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars
of Employees) Rules, 1975, in respect of employees of the Company and Directors are not
applicable.

35 ACKNOWLEDGEMENT

Your Directors place on Record their sincere appreciation for the continuous guidance, cooperation
and assistance received from the business partners/associates, Financial Institutions, Banks,
Officers & Staff of the company

For & On Behalf of Board of Directors

PLACE : Mumbai

DATED : 26.09.2024 Director Director

Siddharth Agarwal Satya Agrawal
DIN: 00515410 DIN: 01063343
A / 3, Surbhi, Model A / 3, Surbhi, Model
Town, B.R.Rd,Mulund Town/B.R.Rd,Mulund

Mumbai 400080. Mumbai 400080.