Defined contribution plans

During the year the Company has made defined provident fund contribution plans and is not required to do so by any applicable Laws.

Gratuity- Defined Benefit Obligation

The company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or Company scheme whichever is beneficial. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. The Company's gratuity liability is funded.

The company has carried out the actuarial valuation of Gratuity liability under actuarial principle, in accordance with Ind AS 19 - Employee Benefits.

(*) Pursuant to Sub-division/SpLit of 1 (One) Equity Share of the Company having a face value of Rs. 10/- (Rupees Ten only) each fully paid up into 10 (Ten) Equity Shares having a face value of Re. 1/- (Rupee One only) each fully paid up

Pursuant to the member's approval received in the Annual General Meeting held on September 26, 2024 for sub-division/split of equity shares of the company, the Board of Directors of the Company had fixed November 05, 2024 as the Record Date for the purpose of sub-division/split of 1 (One) equity share of the Company having face value of Rs. 10/- (Ten) each into 10 (Ten) equity shares having face value of Rs. 1/- (One) each. Accordingly, with effect from November 05, 2024 the revised face value is Rs. 1/- per share and the new ISIN with effect from November 05, 2024 is INE356B01024.

(#) On November 14, 2024 the Company has allotted 67,35,430 Equity Shares of face value of Rs. 1/- each fully paid-up (“Equity Shares”) to Non-Promoters, on a preferential basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI ICDR Regulations”), and other applicable laws, at a price of Rs. 153.10/- (Rupees One Hundred Fifty-Three and Ten paise) per Equity Share (including Premium of Rs. 152.10/-). Pursuant to sub-division /split and allotment of the shares the number of shares increase from 1,29,80,258 to 13,65,38,010 and paid up share capital from Rs 1,298.03 lakh to Rs 1,365.38 lakh.

b) Rights, preferences and restrictions attached to equity shares

The Equity shares of the Company having par value of Rs 1 - /per share rank paripassu in all respects ,including voting rights, dividend entitlement and repayment of capital.

d) Objectives, policies and processes for managing capital.

The primary objective of the Company's Capital Management is to maximise shareholders value. The Company manages its capital to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the optimisation of the debt and equity balance. The Company's policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence to sustain future development of the business. For the purpose of the Company's capital management, capital includes issued capital and other equity reserves.

Nature and purpose of each reserve

Capital Reserve Capital reserve is created out of Share Warrant forfeited in FY 2008-09

Securities Premium is used to record the premium on issue of shares and can be utilised in accordance with the provisions of the Companies Act, 2013.During the current year, the Company, has successfully completed preferential allotment and has allotted 67,35,430 Equity Shares of face

Securities Premium

value of Rs. 1/- each fully paid-up ( Equity Shares”) at a price of Rs. 153.10/- (Rupees One Hundred Fifty-Three and Ten paise) per Equity Share (including Premium of Rs. 152.10/-) which resulted increase in share premium by Rs 10,224.59 lakh.

General Reserve General Reserve is created out of Profit and Loss account surplus balance generated every year

r _ti d _i The balance in retained earnings primarily represents the surplus after payment of dividend ^{eaine earnings} (including tax on dividend) and transfer to reserves.

31 Assets pledged as security

The Company has taken a term Loan from yes bank against which residential property owned by Goldflag Exports Private Limited is given as a security.

33 Segment revenue Description

The company's chief operating decision maker is the Director who examines the company's performance both from a services and geographic perspective and has identified single reportable segment of its business. The company is engaged in Merchant Banking services which falls within a single business segment. The segment revenue is measured in the same way as in the statement of profit or loss.

The Company has a single operating segment that is “Merchant Banking”. Accordingly, the segment revenue, segment results, segment assets and segment liabilities is reflected in the financial statements as of and for the financial year ended 31st March 2025

Information about primary business segment:

The Company's business segment is “Merchant Banking” and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount charge for depreciation during the period, is as reflected in the Financial Statements as of and for the financial year ended 31st March 2025

Information about geographical areas:

Since the business operations of the Group are primarily concentrated in India, the Group is considered to operate only in the domestic segment.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level is given below:

The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements).

There were no transfers between any levels during the year

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. This is the case for unlisted equity securities, preference shares and debentures which are included in Level 3.

During the year there were no transfers between level 1 and level 2. Similarly there were no transfer from or transfer to level 3.

37 Financial risk management

The Company's business activities expose it to a variety of financial risks, namely credit risk and liquidity risk.

(i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.

The Company has exposure to credit risk from a limited customer group on account of specialised nature of business, i.e., port services provided by the Company. The Company ensures concentration of credit does not significantly impair the financial assets. The Company, based on the credit information available with its, has provided expected credit loss. Rest of the exposure is to the Customers which are well established and from reputed industries.

(ii) Liquidity risk:

Liquidity risk is the risk that the Company will fail in meeting its obligations associated with its financial liabilities. The Company's approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in cash flow could undermine the Company's credit rating and impair investor confidence.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and price risk. Financial instruments affected by market risk include borrowings and investments measured at FVTPL.

38 Capital management

Risk management

Equity share capital, other equity and secured borrowings from the banks are considered for the purpose of Company's capital management. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders. The capital structure of the Company is based on management's judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company considers the amount of capital in proportion to risk and manages the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may borrow from external parties such as banks or financial institutions. The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain shareholder, creditor and stakeholder confidence to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

39 Disclosure related to funds borrowed from banks and financial institutions

The Company has no borrowings from banks or financial institutions on the basis of security of current assets

40 Wilful Defaulter

The company is not declared wilful defaulter by any bank or financial Institution or other lender as on 31st March, 2025

41 Relationship with Struck off Companies

The company does not has transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 as on 31st March,2025.

42 Registration of charges or satisfaction

There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period i.e. 31st March, 2025

43 Compliance with number of layers of companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017

Dividends paid during the year ended March 31, 2025 include an amount of Rs 1 per equity share towards final dividend for the year ended March 31, 2024. On 26th September, 2024, the Board of Directors of the Company have declared final dividend of Rs 1 per share in respect of the year ended March 31, 2024.

On 16th May, 2025, The Board of Directors of Systematix Corporate Services Limited, have recommended a Dividend for the financial year ended on 31/03/2025 @ 10% (i.e. Rs 0.1/-) per equity share (Previous Year - @ 10%, i.e. Rs 1/- per equity share) to the equity shareholders. The Dividend will be paid after the approval of shareholders at ensuing Annual General Meeting. The date of book closure for the entitlement of such dividend and Annual General Meeting shall be decided and informed in due course of time.

46 Corporate Social Responsibility (CSR)

The company is covered under section 135 of the companies act, 2013 as on 31st March,2025. During the year the company has spent Rs 32.57 lakh on CSR activity as approved by CSR committee.

Pursuant to the application of Section 135 of the Act and the Rules framed , the company is required to spend at least two per cent of the average net profits of the company made during the three immediately preceding financial years as per the activities which are specified in Schedule VII of the Act and the Company has decided to spend the amount by way of contribution to a Trust. The disclosure as required by the Guidance Note on Accounting for Expenditure on Corporate Social Responsibility Activities issued by the Institute of Chartered Accounts of India are as follows

47 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year as on 31st March, 2025.

48 Utilisation of Borrowed funds and share premium

A) During the year, the company has not advanced or Loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries)

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(B) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party(Ultimate Beneficiaries)

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries