Systematix Corporate Services Ltd

Issue Overview

• Type of issue: preferential issue of equity shares.
• Total issue size noted; no undersubscription reported.
• Main objectives: working capital, investments in AIFs, general corporate purposes.

Utilisation of Proceeds

• SSSIL working capital: funds fully utilised during quarter.
• AIF investment: end-quarter funds unutilised; no quarterly utilisation.
• General Corporate Purposes: fully utilised.
• Unutilised funds: held in fixed deposits and preferential issue account.
• No material deviations observed vs earlier MA reports.

Governance and Compliance

• Subsidiary obtained in-principal approvals from BSE/NSE/MO/NCDEX for right issue.
• SEBI Category 2 AIF registration obtained; PPM taken on record.
• Share price declined ~60% from issue price as of Aug 2026; material investor information.
• All approvals obtained; no material deviations; no warnings reported.

General Corporate Purpose

• GCP utilisation: Rs 13.12 crore used for general corporate purposes.
• Board approval obtained in January 2026 meeting.

Certificate details

• Certificate under Regulation 74(5) for the quarter ended, enclosed from the Registrar.

Director appointment

• Members approved appointment of Mr. Vijaykumar Gautam as Non-Executive Independent Director.
• Effective from January 21, 2026 for five years until January 20, 2031.
• Designation changed from Additional Non-Executive Independent Director to Non-Executive Independent Director.
• He is an IAS officer of the 1987 Maharashtra cadre and former Additional Chief Secretary.
• He has held senior roles in Maharashtra and central government across finance, IT, and water resources.
• He is not related to any directors, manager, or key managerial personnel.
• He is not debarred from holding office as director by SEBI or any authority.

EGM outcome

• EGM held on April 17, 2026; one special resolution was voted on.
• 46 shareholders attended via video conferencing; 11368 shareholders were on record date.

Director appointment

• Special resolution approved appointment of Mr. Vijaykumar Gautam as Non-Executive Independent Director.
• Promoter group was not interested in the resolution.
• Resolution passed with requisite majority; 110,273,532 votes were in favour and 10 against.

Voting results

• Total votes polled were 110,273,542, representing 80.76% of outstanding shares.
• Public non-institutional shareholders cast 13,909,050 votes, with 10 votes against.

Governance impact

• Board composition changed through addition of an independent director.
• No capital raising, shareholding change, or control change was disclosed.

EGM purpose

• Approved appointment of a new Non-Executive Independent Director.

Resolution

• Special resolution: appointed Vijaykumar Gautam (DIN 07358773) as Non-Executive Independent Director.

Voting outcome

• Voting results were not disclosed in this filing; results to be announced later.

Board impact

• Board composition changed through addition of an independent director.

Target Entity and Business

• Systematix Shares and Stocks (India) Limited is a wholly owned subsidiary.
• It operates as a SEBI-registered intermediary in broking and capital markets.
• The company holds memberships in BSE, NSE, MCX, and NCDEX.
• It also functions as a CDSL depository participant, portfolio manager, and research analyst.
• Incorporated on May 8, 1995, with presence in India.

Size and Financials

• Turnover for FY 2024-25 was Rs. 6,842.31 lakhs.
• Turnover for FY 2023-24 was Rs. 7,342.19 lakhs.
• Turnover for FY 2022-23 was Rs. 4,182.65 lakhs.

Transaction Details

• Investment of Rs. 35.00 crore via rights issue subscribing 17,50,036 shares.
• Shares issued at Rs. 200 each, including Rs. 190 premium per share.
• Transaction is a related party transaction at arm’s length.
• No change in shareholding; subsidiary remains wholly owned.
• Consideration paid in cash.

Industry and Strategic Rationale

• Target operates in the capital markets sector.
• Investment supports subsidiary’s working capital requirements.
• Transaction aligns with shareholder-approved preferential issue.

Approvals and Timeline

• No governmental or regulatory approvals required.
• Completion expected within statutory timelines.