Systematix Corporate Services Ltd

Target at a glance

• SWASPL is a wholly owned subsidiary of Systematix Corporate Services.
• Focuses on Alternative Investment Funds, wealth management, and financial product distribution.
• Based in India; AMFI registered; SEBI Portfolio Manager registered.
• FY2025-26 turnover: ₹193.06 Lakhs.

Transaction details

• Rights issue subscription by Systematix to SWASPL for working capital funding.
• Cash consideration: ₹10 crore for 1,00,00,000 shares at ₹10 each.
• No change in SWASPL's ownership; remains wholly owned.
• Related party transaction; promoter group has no additional interest.
• Regulatory approvals not required; timeline within statutory timelines.

Background and context

• Incorporated on 03/09/2013; India-based.
• Industry: Capital Markets; AMFI and SEBI-Portfolio Manager registrations.
• Turnover history: FY23-24 ₹0.02 lakh; FY24-25 Nil; FY25-26 ₹193.06 lakh.

Systematix Corporate Services Ltd – Trading Window closure from October 1, 2026; will reopen 48 hours after the announcement of the unaudited financial results for the quarter and half year ended September 30, 2026.

MD Re-appointment

• Re-appointment of Mr. Nikhil Khandelwal as Managing Director for three years.
• Effective from September 1, 2026, for a three-year term.
• Reason: Re-appointment approved.
• Profile: MBA (ISB), BE (MIT); CMD oversees M&A and advisory.
• Relationship: Husband of Priyanka Khandelwal and son of Anju Khandelwal.
• Not debarred from holding office.
• Board/committee changes: No changes indicated.

AGM details

• Date: 22 Sep 2026; mode: video conferencing; record date: 15 Sep 2026.
• Shareholders on record: 10,687.
• Attendance via video: 49 shareholders (7 promoter, 42 public).

Resolutions and outcomes

• Resolution 1: Adoption of standalone and consolidated financial statements; ordinary; passed.
• Resolution 2: Final dividend of Rs 0.10 per share; ordinary; passed.
• Resolution 3: Re-appointment of director by rotation; ordinary; passed.
• Resolution 4: Re-appointment of managing director for 3 years; special; passed.
• All resolutions passed with requisite majority.

AGM Details

• AGM held on 22 September 2026 at 11:00 a.m. via VC/OAVM.

Ordinary Resolutions

• Adopt standalone and consolidated audited financial statements for year ended 31 March 2026.
• Declare final dividend of Rs 0.10 per equity share.
• Re-appoint Anju Khandelwal as director, retiring by rotation.

Special Resolution

• Re-appoint Nikhil Khandelwal as managing director for three years.

Director Changes

• Anju Khandelwal seeks re-appointment after retirement by rotation.

Auditor Appointments

• Statutory auditors Shah & Taparia; Secretarial auditor Sonam Jain; no qualifications.

Related Party Transactions

• No material related party transactions disclosed.

Voting Status

• Voting results to be submitted/uploaded later; no outcomes disclosed.

AGM Details

• Date, time and mode: Sep 22, 2026 at 11:00 AM, VC/OAVM.
• Record/book closure: Sep 16-22, 2026.
• Cut-off for e-voting: Sep 15, 2026.
• Remote e-voting window: Sep 19–21, 2026.

Key Resolutions

• Ordinary: adopt standalone and consolidated financial statements for FY 2025-26.
• Ordinary: declare final dividend of Rs 0.10 per share.
• Ordinary: re-appoint Anju Khandelwal by rotation.
• Special: re-appoint Nikhil Khandelwal as MD for 3 years.
• Special: MD remuneration up to 60 L p.a. with perquisites and annual bonus.

Voting Status

• Voting results not available in filing; to be announced after AGM.
• Will be published on company site and stock exchanges.

Dividend

• Final dividend proposed: Rs 0.10 per equity share; payable if approved.

Directors & MD

• Anju Khandelwal retires by rotation; eligible for re-appointment.
• Nikhil Khandelwal to be re-appointed as Managing Director for three years.
• Remuneration terms described in Special Resolution.

Financial highlights

• Standalone revenue from operations: 7,743.12 Lakh; PAT: 2,502.09 Lakh
• Consolidated revenue from operations: 14,617.47 Lakh; PAT: 1,383.71 Lakh
• Final dividend proposed: Rs 0.10 per equity share
• S NSE listing of equity shares on 6 Oct 2025
• Rights issue proceeds: Rs 24.99 crore
• ESOP 2025: 7,43,908 options granted; 6,91,142 outstanding

Capital structure & liquidity

• Authorized share capital: Rs 50 crore; Paid-up capital: Rs 13.65 crore
• Standalone borrowings: Rs 811.85 lakh; Subordinated liabilities: Rs 1,086.08 lakh
• Total debt (standalone): Rs 1,897.93 lakh
• Net debt (Standalone): Rs 3,232.80 lakh
• Cash & bank balances (Standalone): Rs 4,594.95 lakh; other balances Rs 7,451.74 lakh
• 22% of shares are dematerialised as of 31 Mar 2026
• Consolidated net debt: Rs 1,909.12 lakh

Business developments & strategy

• Urban Affordable Housing LLP: 80% stake acquired on 23 May 2025
• Divisha Alternative Investments LLP struck off w.e.f 21 Jul 2026
• Material subsidiaries: Systematix Shares & Stocks (India) Ltd; Systematix Fincorp India Ltd
• AIF commitments: India SME Growth Fund Series 2; Systematix India Equity Opportunities Fund
• NSE listing; PMS offerings and ESOPs underway; private wealth expansion
• Rights issue: 14,81,000 shares; proceeds Rs 24.99 crore

Governance & controls

• Board at 31 Mar 2026: 6 directors; 3 independent; Vijaykumar Gautam appointed 21 Jan 2026
• Sampath Kangeyam Venkatakrishnan resigned 21 Jan 2026
• Nikhil Khandelwal re-appointed MD for 3 years (Sept 1, 2026 – Aug 31, 2029)
• Statutory auditor: M/s Shah & Taparia; Secretarial auditor: Ms. Sonam Jain; no qualifications
• RPT policy revised; omnibus approvals for related party transactions
• ICFR adequate; no material weaknesses observed

CSR & ESG

• CSR spend: Standalone Rs 44.07 Lakh; Consolidated Rs 81.14 Lakh
• CSR policy disclosed; CSR activities annexed
• Saksham Niveshak investor outreach initiative
• No unspent CSR balance as of year-end

Audit, compliance & risk

• SEBI penalty of Rs 7.0 Lakh (2024) for IPO-related non-compliances; paid July 9, 2024
• Tax litigations across AY 2012-13, 2013-14, 2017-18; disputes ongoing
• Statutory and Secretarial audits unqualified; no fraud reported
• MD/CFO certifications on financial reporting and internal controls

Subsidiaries & related parties

• Two material subsidiaries: Systematix Shares & Stocks (India) Ltd; Systematix Fincorp India Ltd
• Rights issue proceeds disclosed; promoter shareholding 64.91% via Systematix Holdings Private Limited
• NSE listing of 13,65,38,010 equity shares on Main Board
• ESOPs: 720,530 outstanding as of Dec 31, 2025; 29,388 lapsed in Q4 FY2025-26

Dividend record date

• Final dividend of Rs 0.10 per equity share (10%) for FY2025-26.
• Record date fixed as September 15, 2026 for entitlement.
• Dividend, if approved, will be paid on or after AGM within statutory timelines.
• Entitlement based on demat holdings as of close of business on September 15, 2026.
• Entitlement for physical shareholders if names appear in Register as of September 15, 2026.
• Subject to approval by members at AGM on Sept 22, 2026.

Financial performance

• Standalone revenue from operations: 7,743.12 Lakh in FY2025-26; prior year 6,819.62.
• Standalone total income: 7,830.45 Lakh; PAT: 2,502.09; EPS: 1.83.
• Consolidated revenue from operations: 14,617.47 Lakh; PAT: 1,383.71; EPS: 1.01.
• Consolidated PAT declined from 4,576.13 in prior year; consolidated total income: 14,761.06.
• Final dividend of Rs 0.10 per equity share recommended for FY2025-26.
• NSE listing of the company’s equity shares on Main Board from Oct 6, 2025.
• ESOP 2025: 7,43,908 options granted; 6,91,142 outstanding as at 31-Mar-2026; no exercises.

Dividend & capital allocation

• Final dividend for FY2025-26 proposed: Rs 0.10 per equity share; paid for FY2024-25 was Rs 0.10.
• Rights issue completed: 14,81,000 shares at Rs 168.80; aggregate Rs 24.99 Cr.
• Additional rights issue: 17,50,036 shares at Rs 200; aggregate Rs 35.00 Cr.
• ESOP 2025: 68,26,901 stock options approved; 7,43,908 granted; 6,91,142 outstanding.
• No shares buy-back in the year; unclaimed dividend Rs 12.49 Lakh.

Capital structure & liquidity

• Authorized share capital: Rs 50 crore; paid-up capital: Rs 13.65 crore.
• Net debt (31-Mar-2026): Rs 3,232.80 Lakh; borrowings 811.85; subordinated liabilities 1,086.08; lease liability 1,334.87.
• Cash & cash equivalents: Standalone Rs 4,594.95 Lakh; Consolidated Rs 6,597.32 Lakh.
• No deposits; unclaimed dividends Rs 12.49 Lakh; liquidity managed with borrowings and equity reserves.

NSE listing and corporate actions

• Equity shares listed on NSE Main Board with effect from Oct 6, 2025.
• Scrip: SYSTMTXC; disciplined capital market presence post-listing.
• Five wholly-owned subsidiaries and two subsidiary LLPs; Urban Affordable Housing LLP 80% owned; Divisha LLP struck off 21-Jul-2026.
• Material Subsidiaries: Systematix Shares and Stocks (India) Limited; Systematix Fincorp India Limited.

Governance & board changes

• Board of Directors: 6 members; 3 independent; CMD is an Executive Chairman.
• Sampath Venkatakrishnan resigned as Independent Director with effect from 21-Jan-2026.
• Vijaykumar Gautam appointed as Additional Non-Executive Independent Director on 21-Jan-2026; regularized 17-Apr-2026.
• Audit Committee re-constituted 21-Jan-2026; Nomination & Remuneration Committee re-constituted 21-Jan-2026.
• Secretarial Auditor: Sonam Jain; Internal Auditor: Pradeep Gotecha; Statutory Auditors: Shah & Taparia.

Subsidiaries & related-party transactions

• Five wholly-owned subsidiaries; two LLPs; intra-group operations at arm’s length.
• Divisha Alternative Investments LLP struck off w.e.f. 21-Jul-2026.
• Material Subsidiaries per policy: Systematix Shares and Stocks (India) Limited; Systematix Fincorp India Limited.
• Related party transactions disclosed; omnibus approvals used; intragroup transactions common and arm’s length.

CSR & ESG

• Standalone CSR expenditure: Rs 44.07 Lakh; average net profit Rs 22.03 Crore; CSR obligation Rs 44.07 Lakh.
• Consolidated CSR expenditure: Rs 81.14 Lakh; CSR policy available on company site.
• Projects include education, healthcare, and community development; notable contribution to KPA Welfare Foundation (CSR00008214).

Outlook, risks & management commentary

• Management discusses India’s robust growth backdrop; 7.4% GDP, 7.3% GVA in FY26 projections.
• Investment Banking pipeline strong; IPO activity and private markets poised for selective growth in FY2026-27.
• Markets face volatility, regulatory risk, and evolving labour and tax codes; risk management in place.

Audit, internal controls & disclosures

• Standalone and Consolidated Auditors’ Reports are unqualified; ICFR and internal controls found adequate.
• Secretarial audits show compliance; no material observations; governance disclosures on website.
• Management discussion and analysis forms part of annual report; responsible financial reporting affirmed.