Systematix Corporate Services Limited has implemented an amended Code of Conduct for Prevention of Insider Trading, effective from April 29, 2026. The comprehensive regulatory framework establishes procedures for the prevention of insider trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 and related securities laws.

Key Definitions and Scope

The code defines several critical terms governing insider trading compliance. A "Connected Person" includes anyone who has been associated with the company during the six months prior to the code's effective date, directly or indirectly, in any capacity that allows access to unpublished price sensitive information. This category encompasses directors, officers, employees, relatives, holding companies, intermediaries, investment companies, stock exchange officials, mutual fund trustees, bankers, and entities where directors or their relatives hold more than ten per cent interest.

"Designated Persons" include promoters, directors, key managerial personnel, employees up to two levels below the CEO or Managing Director, all secretarial division employees, the head of information technology and employees up to two levels below, the CFO and two levels below, and employees of material subsidiaries designated based on their functional role or access to unpublished price sensitive information.

Trading Framework and Pre-clearance Requirements

The code establishes detailed procedures for trading in the company's securities. Designated Persons and their immediate relatives must pre-clear transactions when the trading window is open if the value of proposed trades aggregates to Rs. 5,00,000 or more in any calendar month. Pre-clearance applications must be submitted in the prescribed form to the Compliance Officer, accompanied by an undertaking confirming no access to unpublished price sensitive information.

Designated Persons must execute orders within one week after approval and file deal details within two days of execution. Contra trades are prohibited for six months following any transaction, except for trades pursuant to exercise of stock options. Designated Persons are also prohibited from taking positions in derivative transactions in the company's securities at any time.

Trading Window and Trading Plans

The trading window remains closed during the period commencing from the end of quarter or half year, as applicable, until 48 hours after the announcement of financial results. The Compliance Officer may also close the trading window when designated persons can reasonably be expected to possess unpublished price sensitive information.

Insiders may formulate trading plans for trading in securities, subject to approval by the Compliance Officer and public disclosure. Trading plans cannot commence earlier than 120 calendar days from public disclosure and must specify parameters including trade value or number of securities, nature of trade, specific date or time period not exceeding five consecutive trading days, and optional price limits.

Reporting and Disclosure Requirements

The code mandates comprehensive reporting requirements. Every person appointed as key managerial personnel, director, or promoter must disclose holdings within seven days of appointment. Continual disclosure is required when the value of securities traded in any calendar quarter exceeds Rs. 10,00,000, with disclosures made within two trading days of the transaction. Designated Persons must also disclose holdings within fifteen days from the end of each financial year.

The Compliance Officer must disclose transactions to all stock exchanges where the company is listed within two trading days of receiving intimation. All declarations must be maintained for a minimum period of five years. The Board must ensure a structured digital database is maintained containing the nature of unpublished price sensitive information and names of persons sharing or receiving such information, preserved for not less than eight years after completion of relevant transactions.

Compliance and Enforcement

The Compliance Officer, reporting to the Chairman of the Audit Committee and the Board, is responsible for monitoring adherence to rules, maintaining records, and implementing the code. The Audit Committee shall review compliance at least once annually. Violations of the code may attract disciplinary action including wage freeze, suspension, recovery, termination, and ineligibility for future participation in employee stock option plans. Any amounts collected under penalty provisions shall be remitted to SEBI for credit to the Investor Protection and Education Fund.

The code includes protection against retaliation for employees who voluntarily provide information to SEBI regarding alleged violations of insider trading laws or who assist in SEBI investigations. The framework will be reviewed at least annually or when regulatory changes necessitate amendments.

Systematix Corporate Services Limited successfully conducted its (01/2026-27) Extra-Ordinary General Meeting on Friday, April 17, 2026, through video conferencing. The meeting addressed one special resolution to appoint Mr. Vijaykumar Gautam (DIN: 07358773) as a Non-Executive Independent Director of the company. The resolution was passed with the requisite majority following comprehensive voting procedures.

Meeting Overview

The Extra-Ordinary General Meeting commenced at 11.00 a.m. and concluded at 11.18 a.m., conducted in full compliance with Ministry of Corporate Affairs circulars, the Companies Act, 2013, and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Mr. Divyesh Badiyani, Company Secretary & Compliance Officer, facilitated the proceedings, while Mr. Nikhil Khandelwal, Chairman & Managing Director, led the meeting.

Director Appointment Details

Mr. Vijaykumar Gautam has been appointed as Non-Executive Independent Director for a period of 5 years effective from January 21, 2026 to January 20, 2031. The appointment follows a change in designation from Additional, Non-Executive, Independent Director to Non-Executive Independent Director. Mr. Gautam is an Indian Administrative Service officer of the 1987 batch of the Maharashtra cadre and has served as Additional Chief Secretary to the Government of Maharashtra.

Mr. Gautam completed his schooling in Bokaro Steel City and graduated with distinction in Physics (Honours) from St. Xavier's College, Ranchi. He pursued his M.Sc. in Physics from the University of Delhi and later acquired a Master's degree in Economics from Pune. He has also undertaken advanced certificate programmes in Public Administration from the London School of Economics, Blockchain Strategy from Oxford Business School, and Finance from Harvard Business School.

Voting Participation and Results

The company provided comprehensive voting facilities including remote e-voting from April 14-16, 2026, and e-voting during the EGM. A total of 11,368 shareholders were on record as of April 10, 2026. The meeting saw participation from 46 shareholders through video conferencing, comprising 7 from the Promoter and Promoter Group and 39 from the Public category.

Resolution Outcome

The special resolution to appoint Mr. Vijaykumar Gautam as Non-Executive Independent Director received overwhelming shareholder support. The voting results demonstrated strong approval across all shareholder categories.

The scrutinizer's report confirmed that 88 members voted in favour with 110,273,532 votes, while 1 member voted against with 10 votes. The resolution was declared passed with the requisite majority. Mrs. Sonam Jain served as the scrutinizer for the voting process, with the votes unblocked in the presence of independent witnesses Ms. Aditi Singh and Mr. Sauhadra Tiwari at 12:20 p.m. on April 17, 2026. Mr. Vijaykumar Gautam is not debarred from holding office of director by virtue of any order of Securities and Exchange Board of India (SEBI) or any other such authority.