Systango Technologies Ltd Directors Report

To the Members,

Your Board of Directors (Board) is pleased to present the 19th Boards Report of Systango Technologies Limited (Systango or Company) for the financial year ended 31st March 2023.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

The financial performance of the Company on a standalone and consolidated basis is as under:

Particulars	Standalone		Consolidated
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from operations	4,838.95	3,107.30	5,234.0	3,268.80
Other Income	126.78	111.24	135.72	123.30
Total Revenue	4,965.73	3,218.54	5,369.73	3,392.10
Total Expenses [excluding interest & depreciation]	3,382.94	2,347.98	3,644.08	2,509.56
Profit before interest Depreciation & Tax	1,582.69	870.56	1,725.65	882.54
Less: Depreciation	49.70	56.96	53.77	61.80
Less: Finance Cost	2.47	1.23	4.15	3.00
Profit/ (Loss) before tax	1,530.62	812.37	1,667.73	817.74
Less: Current tax	245.32	135.43	267.02	137.88
Add: Deferred tax (including minimum alternate tax)	1.90	(3.78)	1.52	(4.12)
Add: Tax adjustments in respect of earlier years	-	1.02	-	-
Net Profit / (Loss) after Tax	1,283.40	679.70	1,399.19	683.98
Earnings per share (EPS)
Basic	11.71	6.29	12.76	6.33
Diluted	11.71	6.29	12.76	6.33

COMPANYS PERFORMANCE AND REVIEW 21

Standalone Performance

Total revenue (including other income) at Rs. 4,965.73 lakhs for the year 2023 as compared to Rs. 3,218.54 lakhs for the financial year 2022 with YOY growth of 60%.

Profit After Tax at Rs. 1,283.40 lakhs in the financial year 2023 as compared to 679.70 lakhs for the financial year 2022.

Consolidated Performance

Total revenue (including other income) at Rs. 5,369.73 lakhs for the year 2023 as compared to Rs. 3,392.10 lakhs for the financial year 2022 with YOY growth of 61%.

Profit After Tax at Rs. 1,399.19 lakhs in the financial year 2023 as compared to 683.98 lakhs for the financial year 2022.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Provisions of the Companies Act, 2013 read with the rules issued there under, the Consolidated Financial Statements of the Company for the Financial Year 2022-23 have been prepared in compliance with the applicable provision of Companies Act, 2013 and on the basis of Audited Financial Statements of the Company and its Subsidiaries, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors Report form part of this Annual Report.

SUBSIDIARY, ASSOCIATE, AND JOINT VENTURE

As on 31st March 2023, the Company has three subsidiaries viz. Systango Account Aggregator Services Private Limited, Isystango Ltd., UK, and Systango LLC, US. The Company does not have any associate or joint venture.

During the year under review, the Company acquired 100% stake in Isystango Ltd. and formed it as the Companys Wholly Owned Subsidiary Company. Further, the Company sold its investment in Edsystango Technoeducation Private Limited during the year under review, hence Edsystango Technoeducation Private Limited is no longer a subsidiary of the Company.

A statement containing the salient features of the financial statements of subsidiaries as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 in the prescribed format AOC-1 is appended as Annexure-A to the Boards Report. The particulars of the financial performance of the aforesaid subsidiaries are provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity.

INITIAL PUBLIC OFFER & LISTING

We are pleased to inform you that during the year under review the Company made an Initial Public Offer of 38,68,800/- equity shares of Rs. 10/- each at an issue price of Rs. 90/- each (including the share premium of Rs. 80/- per Equity Share) vide prospectus dated 9th March 2023 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The IPO had received an exceptional response from the public. The issue was oversubscribed on an 22 overall basis. The Initial Public Offer was subscribed 97.94 times. The public issue subscribed 231 times in the Non Retail category, 66.79 times in the retail category. The Equity Shares of the Company got listed on the NSE Emerge with effect from 15th March 2023.

SHARE CAPITAL

During the year under review, the nominal value of equity shares of the Company was consolidated from Rs. l/- per equity share to Rs. 10/- per equity share. Therefore 2,70,00,000 equity shares of the company of face value Rs. 1 /- each was consolidated into 27,00,000 equity shares of face value of Rs. 10/- each.

Further, during the year under review, your Company had increased its authorized share capital from Rs. 3,00,00,000/- divided into 30,00,000 equity shares of Rs. 10/- each to Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each.

Further, during the year under review, your Company has by way of bonus issue allotted 81,00,000 fully-paid-up equity Shares of Rs. 10/- each to the shareholders of the Company in the proportion of 3:1 i.e. three equity shares for every one equity share held by each shareholder. Subsequent to the aforesaid bonus issue the equity share capital of the Company increased from Rs. 2,70,00,000/- divided into 27,00,000 equity shares of face value of Rs. 10/- each to Rs. 10,80,00,000/- divided into 1,08,00,000 equity shares of face value of Rs. 10/- each.,

Further during the year under review your Company also made an Initial Public Offer of 38,68,800 equity shares of Rs. 10/- each at an issue price of Rs. 90/- each (including the share premium of Rs. 80/- per equity share) vide prospectus dated 9th March 2023. Subsequent to the aforesaid Initial Public Offer the equity share capital of the Company increased from Rs. 10,80,00,000/- divided into 1,08,00,000 equity shares of the face value of Rs. 10/- each to Rs. 14,66,88,000/ divided into 1,46,68,800 equity shares of Rs. 10/- each.

As on 31st March 2023, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each, and the Issued, Subscribed, and Paid-up Equity Share Capital of the Company is Rs. 14,66,88,000/ divided into 1,46,68,800 equity shares of Rs. 10/- each.-.

UTILIZATION OF IPO PROCEEDS

Original Object	Modified Object, if any	Original Allocation (in lacs)	Modified allocation, if any	Funds Utilised	Amount of Deviation/ Variation for the year according to applicable object	Remarks, if any
Strategic Investment and Acquisitions	NA	800	None	-	None	-
Investment in Subsidiaries	N.A.	1000	None	-	None
To Meet Working Capital Requirements	NA.	1000	None	-	None
General Corporate Purpose	NA.	343.13	None	-	None

TRANSFER TO RESERVES

For the financial year ended 31st March 2023, no amount has been proposed to carry to the General Reserve. DIVIDEND

The Directors have not recommended any dividend for the financial year ended 31st March 2023.

DEPOSITS

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March 2023 has been uploaded on the website of the Company at www.systango.com

MATERIAL CHANGES DURING THE YEAR

Following material changes have occurred during the year under review:

A. Change of status of the Company upon conversion from Private Limited Company to Public Limited Company:

The Board of Directors in its meeting held on 14th November 2022 had in accordance with provisions of the Companies Act, 2013 and subject to the approval of the members of the Company, approved the conversion of the Company from a Private Limited Company to a Public Limited Company for the purpose of expanding the business of the company. Accordingly, the members of the Company in the Extra-ordinary General Meeting held on 13th December 2022 approved the aforesaid conversion of the Company from a Private Limited Company to a Public Limited Company. Subsequently, the Ministry of Corporate Affairs vide its Certificate dated 27th December 2022 changed the status of the Company from Systango Technologies Private Limited to Systango Technologies Limited effective from 27th December 2022.

B. Alteration of Memorandum of Association of the Company:

The Board of Directors in its meeting held on 14th November, 2022 had in accordance with provisions of the Companies Act, 2013 and subject to the approval of the members of the Company approved to alter Clause 1 of the Memorandum of Association i.e. "The Name of the Company is Systango Technologies Limited" upon conversion of the Company from Private Limited Company to Public Limited Company. Accordingly, the members of the Company in the Extra-ordinary General Meeting held on 13th December, 2022 approved the aforesaid alteration in Clause 1 of the Memorandum of Association of the Company.

C. Adoption of a new set of Articles of Association of the Company:

The Company was incorporated as a Private Limited Company and the Articles of Association included certain clauses which were framed keeping in mind the Company being a Private Limited Company and have now become irrelevant upon change in status of Company to Public Limited Company,

Accordingly, the Board of Directors in its meeting held on 14th November 2022 had in accordance with provisions of the Companies Act, 2013 and subject to the approval of the members of the Company approved to adopt a new set of Articles of Association of the Company in substitution and entire exclusion of the existing Articles of Association of the company to commensurate them with various laws applicable to the listed companies as well as with the Companies Act, 2013. Subsequently, the members of the Company in the Extra-ordinary General Meeting held on 13th December 2022 approved the aforesaid adoption of a new set of Articles of Association of the Company

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirms the following:

(a) In the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2023 and the profit of the Company for the year ended on that date;

(c) The Directors had taken proper and sufficient care 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;

(d) The annual accounts have been prepared on a going-concern basis;

(e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Sarita Devi Khandelwal was appointed as Non-Executive Director of the Company in the Extraordinary General Meeting held on 5th November 2022.

Further, the Board of Directors of the Company in its Meeting held on 2nd January 2023 has appointed Mrs. Vinita Rathi (DIN: 00427239) as Managing Director of the Company for a term of 5 years with effect from 2nd January 2023 and the same is approved by the members of the Company by resolution passed at Extra Ordinary General Meeting held on 3rd January 2023.

The Board of Directors of the Company in its Meeting held on 2nd January 2023 has also appointed Mr. Nilesh Rathi (DIN: 00430725) as Whole Time Director of the Company for a term of 5 years with effect from 2nd January, 2023 and the same is approved by the members of the Company by resolution passed at Extra^ Ordinary General Meeting held on 3rd January, 2023.The Board of Directors in its Meeting held on 2nd Janucuj^^^

2023 also appointed Mr. Nilesh Rathi as the Chief Financial Officer of the Company with 25

effect from 2nd January, 2023.

The Board of Directors of the Company in its Meeting held on 2nd January, 2023 appointed Mr. Vikas Jain (DIN: 08593152) and Mr. Narender Tulsidas Kabra (DIN: 06851212) appointed as Additional Director (Non-executive Independent Director) of the Company with effect from 2nd January, 2023. Subsequently, the members by resolution passed at the Extraordinary General Meeting held on 3rd January, 2023 have appointed Mr. Vikas Jain (DIN: 08593152) and Mr. Narender Tulsidas Kabra (DIN: 06851212) as Independent Directors of the Company.

Further, The Board of Directors in its Meeting held on 2nd January, 2023 has appointed Mrs. Apurva Mishra as the Company Secretary and Compliance officer of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Nilesh Rathi (DIN: 00430725), Director will retire by rotation at the ensuing 19th Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing 19th Annual General Meeting of the Company.

The brief resume and other information/details of Mr. Nilesh Rathi seeking re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) is given in the Notice of the ensuing 19th Annual General Meeting, which forms part of the Annual Report.

As on 31st March, 2023, Mrs. Vinita Rathi, Managing Director, Mr. Nilesh Rathi, Executive Director and Chief Financial Officer, and Mrs. Apurva Mishra, Company Secretary and Compliance Officer are the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Both the Independent Directors of your Company, namely, Mr. Vikas Jain (DIN: 08593152) and Mr. Narender Tulsidas Kabra (DIN: 06851212) have individually given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules made thereunder and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Companies Act, 2013, Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES 26

During the year ended 31st March 2023 seventeen (24) Board Meetings were held, the details of which are mentioned hereunder:

Sr.No.	Date of Meeting	No. of Directors Present
1	21.06.2022	3
2	19.08.2022	3
3	02.09.2022	3
4	05.09.2022	3
5	10.10.2022	3
6	28.10.2022	3
7	07.11.2022	3
8	14.11.2022	3
g	20.12.2022	3
10	26.12.2022	3
n	02.01.2023	3
12	05.01.2023	3
13	06.01.2023	3
14	09.01.2023	3
15	10.01.2023	3
16	24.01.2023	3
17	09.02.2023	3
18	10.02.2023	3
19	15.022023	3
20	21.02.2023	5
21	01.03.2023	3
22	09.03.2023	3
23	10.03.2023	3
24	22.03.2023	3

COMMITTEE DETAILS:

AUDIT COMMITTEE

As on 31st March 2023, the Audit Committee comprised of the following Members:

DIN	Name	Designation in committee	Nature of Directorship
08593152	Vikas Jain	Chairman	Independent Director
06851212	Narender Tulsidas Kabra	Member	Independent Director
00427239	Vinita Rathi	Member	Managing Director

Majority of the Members of the Committee are Independent Directors and possess accounting and financial management knowledge. All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March 2023, the Nomination and Remuneration Committee comprised of the following Members:

DIN	Name	Designation in committee	Nature of Directorship
08593152	Vikas Jain	Chairman	Independent Director
06851212	Narender Tulsidas Kabra	Member	Independent Director
09783158	Sarita Devi Khandelwal	Member	Non-Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE

As on 31st March 2023, the Stakeholder Relationship Committee comprised of following Members:

DIN	Name	Designation in committee	Nature of Directorship
08593152	Vikas Jain	Chairman	Independent Director
00427239	Vinita Rathi	Member	Managing Director
00430725	Nilesh Rathi	Member	Whole Time Director & CFO

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31st March, 2023, the Corporate Social Responsibility Committee comprised of following Members:

DIN	Name	Designation in committee	Nature of Directorship
00427239	Vinita Rathi	Chairperson	Managing Director
08593152	Vikas Jain	Member	Independent Director
00430725	Nilesh Rathi	Member	Whole Time Director & CFO

28

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI, the Board of Directors of your Company carried out a formal annual evaluation of its own performance and of its committees and individual directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of making the best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated on parameters which, inter alia, comprised of, level of engagement, their contribution to strategic planning, and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The performance of the committees was evaluated by the Board after seeking inputs from the respective Committee members on the basis of criteria such as the composition of committees, effectiveness of the committees, structure of the committees and meetings, contribution of the committees, etc. The Board evaluated the performance of the individual director based on the criteria as per the aforesaid Guidance Note of SEBI and evaluation criteria framed by the Nomination and Remuneration Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013, the details of which have been stated aforesaid in this Board Report. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure-B which is annexed hereto and forms part of the Boards Report. The Company has adopted its Corporate Social Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, as applicable, from time to time. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The same is uploaded and available on the website of the Company and the web link of the same is http://www.systango.com/investors/cSR-Policy.pdf

AUDITOR

M/s. Anil Kamal Garg & Co., Chartered Accountants (Firm Registration Number - 004186C), Indore has been appointed as Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of M/s NBA & Associates, Chartered Accountants, Indore to hold the office as the Statutory Auditor of the Company till the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors on the recommendation of the Audit Committee and subject to the approval of the members of the Company approved the appointment of M/s Anil Kamal Garg & Co., Chartered Accountants (Firm Registration Number - 004186C), Indore as the Statutory Auditor of the Company for a period of five (5) consecutive years, to hold office as such from the conclusion of the ensuing 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company.

Further, the Company has received confirmation from M/s Anil Kamal Garg & Co., Chartered Accountants, Indore regarding their consent and eligibility under Sections 139,142, and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification thereof for the time being in force and as may be enacted from time to time), for appointment as. Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office as such from

conclusion of the ensuing 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company, at a remuneration as may be mutually agreed upon between the Board of Directors and Statutory Auditor plus applicable taxes and reimbursement of out-of-pocket expenses incurred.

The Board recommends to seek approval of the members of the Company for the appointment of M/s Anil Kamal Garg & Co., Chartered Accountants, Indore as Statutory Auditor of the Company.

AUDITORS REPORT

The Auditors Report on the financial statements of the Company forms part of the Annual Report. There is no qualification, reservation, or adverse remark in the Auditors Report, which calls for any comment or explanation. Further, during the year under review, the Auditor has not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3) (ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its Meeting held on 29th August 2023 has appointed m/s. Ritesh Gupta & Co., Company Secretaries, Indore as Secretarial Auditor of the Company to undertake secretarial audit of the Company for the financial year 2022-23.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2022-23 is set out in the Annexure- C to this report and forms part of the Boards Report. There are no qualification, observation or adverse remarks made by the Secretarial Auditor in the Secretarial Audit Report, which calls for any comment or explanation.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 and the rules made thereunder, the Board of Directors of the Company in its meeting held on 28th April 2023 has appointed M/s. B. Mantri & Co. (Firm Registration No. 013559C), Chartered Accountants, Indore as the Internal Auditor of the Company for the financial year 2023-24.

COST AUDITOR

The provisions of Section 148 of the Companies Act 2013, and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(l) of the Companies Act 2013 is not required and accordingly, such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-l) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the Regulation 34(2) (e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, The Management Discussion & Analysis Report is set out in Annexure- D to this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into by the Company during the financial year under review were on an arms length basis and in the ordinary course of business. Further, during the year under review, no material related party transactions were entered into by the Company with the related parties. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. All related party transactions are placed before the meetings of the Audit Committee for its approval. Further, prior omnibus approval of the Audit Committee is obtained on an annual basis, for a financial year, for the transactions that are of foreseen and repetitive in nature. The statement giving details of related party transactions entered into pursuant to the omnibus approval is placed before the Audit Committee for review and updation. Details of related party transactions are provided in the financial statements and hence not repeated herein for the sake of brevity. The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions, which is available on the website of the Company and can be accessed through web link http://www.systango.com/investors/Policy-on-Materiality-of-Related PartyTransactions.pdf

LOANS, GUARANTEES, AND INVESTMENTS

The particulars of investments made and loans granted by the Company as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Standalone Financial Statements forming part of the Annual Report. Further, your Company has not extended a corporate guarantee on behalf of any other Company, during the year under review.

DISCLOSURE OF THE RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein is given in Annexure-E, which is annexed hereto and forms part of the Boards Report.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-E, which is annexed hereto and forms part of the Boards Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-F, which is annexed hereto and forms part of the Boards Report.

INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial control commensurate with the size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies.

The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention, and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner. The Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded, and reported.

RISK MANAGEMENT

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various management systems, structures of organization, standards, and codes of conduct which are all put together to help manage the risks associated with the Company.

In order to ensure the internal control systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

LISTING FEES

The listing fees payable for the Financial Year 2023- 24 have been paid to the National Stock Exchange of India Limited within the due date.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism which includes the formulation of the Whistle Blower Policy to bring to the Companys attention, instances of

unethical behavior, actual or suspected incidents of fraud, instances of leak of unpublished price sensitive information that could adversely impact the Companys operations, business performance and/or reputation. No employee is denied access to the Vigilance Officer as well as the Chairman of the Audit Committee. The Policy provides that the Company investigates such incidents when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The policy is available on the website of the Company and the web link of the same is_ http://www.systango.com/investors/whistle-Blower-Policy.pdf.

DISCLOSURE under the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has constituted an Internal Complaints Committee pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. During the year under review, no case was filed or reported under the said Act.

POLICIES OF THE COMPANY

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has formulated, and implemented various policies. All such Policies are available on the Companys website- www.systango.com under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides a framework for the Identification of records that are to be maintained permanently or for any other shorter period of time.
Code of Conduct for Board & Senior Management Personnel	The Policy aims to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish the highest standard of their ethical, moral, and legal conduct in the business affairs of the Company.
Policy for Making Payments to Non-Executive Directors	The Policy contains the rules for making payments to Non-Executive Directors as per the applicable provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Policy on Criteria for Determining Materiality of Events	This policy applies for determining and disclosing material events taking place in the Company.
Policy on Materiality of Related Party Transaction	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Terms & Conditions of Appointment of Independent Directors	The Policy provides a framework that regulates the appointment and reappointment of Independent Directors and defines their roles, responsibilities, and powers.
Whistle-Blower Policy		The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy		The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy for Evaluation of the Performance of the Board		The Policy provides a framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).
Insider Trading Policy		Your Company has adopted the Policy to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI		The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in the determination of "Legitimate purposes for sharing UPSI" The Code Covers the Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Policy on Preservation of the Documents		The policy deals with the retention of corporate records of the Company.

GENERAL

During the year under review, there were no transactions or events with respect to the following, hence no disclosure or reporting:

1. Material changes and/or commitments that could affect the Companys financial position, which have occurred between the end of the financial year of the Company and the date of this Report.

2. Significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in the future.

3. Receipt of any Remuneration or Commission from any of its Subsidiary Companies by the Managing Director or the Whole-Time Director(s) of the Company.

4. Buy back of securities/issue of sweat equity shares/issue of equity shares with differential rights.

5. Matters reported by the Auditor under Section 143(12) of the Companies Act, 2013 either to Audit Committee, Board of Directors, or the Central Government.

6. Change in the nature of business of the Company.

7. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

8. One-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of appreciation for the continued support and cooperation received from the banks, financial institutions, investors, government, customers, vendors, shareholders, and other stakeholders during the year under review. The Board also wishes to place on record its grateful appreciation to all the employees of the Company for their unstinted dedication, commitment, and contribution to the performance of the Company. Your Board looks forward to their continued support in the future.

Yours faithfully,

For and on behalf of the Board of Directors of Systango Technologies Limited

Place: Indore	Vinita Rathi	Nilesh Rathi
Date: 06th September, 2023	Managing Director	Executive Director and
	DIN: 00427239	Chief Financial Officer
		DIN: 00430725