డైరెక్టర్ల నివేదిక Diggi Multitrade Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 15^th Annual Report of the Company together with the
Audited Statements of Accounts for the financial year ended 31^st March, 2025.

1. FINANCIAL SUMMARY

The Company''s financial performance, for the year ended March 31^st, 2025 is summarized below:

The Board''s Report is prepared based on the Standalone Financial Statements of the company.

Particulars	31st March 2025	31st March 2024
Income from Operations	205.99	0
Other Income	0.25	0
TOTAL INCOME	206.25	0
Profit and (Loss) before Depreciation and Tax	212.87	(29.49)
Less: Depreciation	1.34	0
Exceptional Items	(4.00)	1.88
PROFIT BEFORE TAX	(11.97)	(27.61)
Less: Provision for Tax
- Current Tax
- Deferred Tax	(0.10)	(0.21)
PROFIT AND (LOSS) AFTER TAX	(11.87)	(27.40)

2. RESULT HIGHLIGHTS

The company continues to be engaged in the business of trading of real estate properties and building
materials in Mumbai and there has not been substantial change in the nature of business of your
Company.

Revenue from operations during the year by Rs. 0.

The bottom line has shown a loss for the year (before tax) of Rs. 11.97 Lakhs as compared to last year
Loss of Rs. 27.61 Lakhs Further, there are no significant and material events impacting the going
concern status and Company''s operations in future.

3. DIVIDEND

Your Directors are constrained not to recommend any dividend for the year under report.

4. TRANSFER TO RESERVE

For the financial year ended 31^st March, 2025, your Company has not proposed to carry or transfer
any amount to any other specific reserve account, due to loss.

5. CHANGE IN SHARE CAPITAL

The Company has not raised new capital, hence there is no change in the share capital of the company
during the year.

6. MAJOR EVENTS DURING THE F.Y.2024-25

During the year No major event was happened.

7. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in form no. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is
appended as ANNEXURE- I to this Report.

8. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

9. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Holding, Subsidiary, Joint Venture or Associate during the year
under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at
present comprises of:

Sr. No.	Name	Designation
1.	Mr. Parameswarannair Suresh Kumar	Independent Director (Resigned w.e.f 12th July, 2024)
2.	Mr. Selvendran Seevanayagam	Independent Director (Resigned w.e.f 12th July, 2024)
3.	Mr. Saket Rajendra Sugandh*	Company Secretary and Compliance Ofiicer (Resigned w.e.f. 11th June, 2023)
4.	Ms. Vinita Ojha**	Company Secretary and Compliance Officer (Resigned w.e.f. 15th February, 2024)
5.	Mr. Samarth Prabhudas Ramanuj	Executive Director Cum CFO (Appointed w.e.f 20th December, 2023)
6.	Ms. Shruti Ramanuj	Executive Director (Appointed w.e.f 20th December, 2023)
7.	Mr. Manish Keshavlal Solanki	Independent Director (Appointed w.e.f 15th February, 2024)
8.	Mr. Utkarshkumar Sanjaykumar Dave	Independent Director (Appointed w.e.f 15th February, 2024)

? Ms. Vinita Ojha, Company Secretary Resigned as a Company Secretary and Compliance Officer of

the Company with effect from 15^th February, 2024.

? Mr. Selvendran Seevanayagam who has resigned from the post of independent director of the
company with effect from 12^th July, 2024

? Mr. Parameswarannair Suresh Kumar who has resigned from the post of Independent director of
the company with effect from 12^th July, 2024

11. NUMBER OF BOARD MEETINGS

During the year under review, (five) board meetings were held dated, 27^th May 2024, 19^th July, 2024,
04^th September 2024, 14^th November, 2024, 15/02/2025 properly convened & held.

12. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
evaluation of its own performance, the directors individually, as well as the evaluation of the working
of its Committees. The Company has devised a questionnaire to evaluate the performances of each of
Executive and Independent Directors. Such questions are prepared considering the business of the
Company and the expectations that the Board have from each of the Directors. The evaluation
framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

13. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders'' Relationship Committee

III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE:

The term of reference of this committee cover the matter specified for Audit Committee under Reg. 18
of the SEBI (LODR) Regulations, 2015 and provisions of Section 177 of the Companies Act, 2013. The
current Audit Committee of the Company comprises three Directors, who possess knowledge of the
corporate finance & accounts.

The constitution of the audit committee during the financial year 2024-25 is as follow:

1.	Mr. Manish Keshavlal Solanki	Chairman	Independent Director	12th July 2023
2.	Mr. Utkarshkumar Sanjaykumar Dave	Member	Independent Director	12th July 2023
3.	Ms. Shruti Ramanuj	Member	Executive Director	20th Dec., 2023
4.	Mr. Manish Keshavlal Solanki	Chairman	Independent Director	12th July 2023

During the year under reference, 4 (Four) Audit Committee meetings were dated, 27/05/2024,
19/07/2024, 14/11/2024 & 17/02/2025 properly convened & held.

i. Oversight of our Company''s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, re-appointment and replacement, remuneration and terms
of appointment of auditors of our Company;

iii. Reviewing and monitoring the auditor''s independence and performance and the effectiveness
of audit process;

iv. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

v. Reviewing the financial statements with respect to its unlisted Subsidiary (ies), in particular
investments made by such Subsidiary(ies);

vi. Reviewing, with the management, the annual financial statements and auditor''s report
thereon before submission to the board for approval, with particular reference to:

a. Matters required to be stated in the Director''s Responsibility Statement to be included in the
Board''s report in terms of clause(c)of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by
management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications and Modified opinions in the draft audit report.

vii. Reviewing with the management, the half yearly financial statements before submission to the
board for approval;

viii. Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

ix. Review and monitor the auditor ''s independence and performance, and effectiveness of audit
process;

x. Approval or any subsequent modification of transactions of the company with related parties;

xi. Scrutiny of inter-corporate loans and investments;

xii. Valuation of undertakings or assets of the company, wherever it is necessary;

xiii. Evaluation of internal financial controls and risk management systems;

xiv. Reviewing, with the management, the performance of statutory and internal auditors and
adequacy of the internal control systems;

xv. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

xvi. Discussion with internal auditors any significant findings and follow up thereon;

xvii. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

xviii. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience & background, etc. of the candidate; and

xx. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

The powers of Audit Committee:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise if it considers necessary. The audit
committee shall mandatorily review the following information:

i. Management discussion and analysis of financial condition and results of operations;

ii. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

iii. Management letters/letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.

The quorum of Audit Committee shall be either 3 members or one third of the members of the Audit
Committee whichever is greater with at least 2 Independent Directors.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Committee deals with various matters relating to the transmission of shares, issue of duplicate
share certificates, approving the split and consolidation requests and other matters including
Shareholder''s Complaints and Grievance.

The Re-Constitution of Stakeholders Relationship Committee during the FY 2024-25 is as follows:

Sr. No	Name of the Director	Designation	Nature of Directorship	Date of Appointment
1.	Mr. Manish Keshavlal Solanki	Chairman	Independent Director	12th July 2023
2.	Mr. Utkarshkumar Sanjaykumar Dave	Member	Independent Director	12th July 2023
3.	Ms. Shruti Ramanuj	Member	Executive Director	20th Dec, 2023

During the year, 2 Stakeholder''s Relationship Committee meeting were held dated, 14/11/2024
17/02/2025 properly convened & held.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder''s Relationship Committee include the following:

i. Considering and resolving grievances of shareholder''s, debenture holders and other security
holders;

ii. Redressal of grievances of the security holders of our Company, including complaints in
respect of transfer of shares, non-receipt of declared dividends, balance sheets of our
Company etc.;

iii. Allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures
or any other securities;

iv. Issue of duplicate certificates and new certificates on split/consolidation/renewal etc.

v. Overseeing requests for dematerialization and Rematerialization of Equity Shares; and

vi. Carrying out any other function contained in the Equity Listing Agreement as and when
amended from time to time.

III. NOMINATION AND REMUNERATION COMMITTEE:

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to
our Director; sitting fee payable to our Non-Executive Directors; remuneration policy covering
policies on remuneration payable to our senior executives.

The Constitution of Nomination and Remuneration Committee during the FY 2024-25 is as
follows;

Sr. No	Name of the Director	Designation	Nature of Directorship	Date of Appointment
1.	Mr. Manish Keshavlal Solanki	Chairman	Independent Director	12th July 2023
2.	Mr. Utkarshkumar Sanjaykumar Dave	Member	Independent Director	12* July 2023
3.	Ms. Shruti Ramanuj	Member	Executive Director	20th Dec, 2023

During the year, 2 Nomination and Remuneration Committee meetings was held dated 19^th July,

2024, 15^th February, 2025.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

i. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to our Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;

ii. Formulation of criteria for evaluation of Independent Directors and our Board;

iii. Devising a policy on Board diversity;

iv. Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal;

v. Considering and recommending grant if employees stock option, if any, and administration
and superintendence of the same; and

vi. Carrying out any other function contained in the Equity Listing Agreement as and when
amended from time to time.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of the
Company.

Every new independent director of the Board attended an orientation program. To familiarize the
new inductees with the strategy, operations and functions of our Company, the executive
directors/senior managerial personnel make presentations to the inductees about the Company''s
strategy, operations, product and service offerings, markets, software delivery, organization
structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent
Directors:

• a program on how to review, verify and study the financial reports;

• a program on Corporate Governance;

• provisions under the Companies Act,2013; and

• SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of
appointment outlining his/her role, functions, duties and responsibilities as a director.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as
required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence under Section 149(6) of the Companies Act, 2013.

16. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under sub-section (3) of section 178, is appended as Annexure II to this Report.

17. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed
before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments
and estimates that have been made are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31^st March, 2025 and of the loss of the Company for the
said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred
during the financial year 2024-25 to which these financial statements relate and the date of this report.

19. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulation, Management Discussion and Analysis Report is presented
in the separate section and forms an integral part of the Directors'' Report.

21. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under
the Section 186 of the Companies Act, 2013 have been provided in the notes to the financial
statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm''s length basis. During the year,
the Company had not entered into any contract / arrangement / transaction with related parties
which could be considered material in accordance with the policy of the Company on materiality of
related party transactions. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the
members is drawn to the disclosures of transactions with the related parties is set out in Notes to
Accounts forming part of the financial statement.

23. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of the energy and
technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing
activity, issues relating to technology absorption are not quite relevant to its functioning. During the
year under consideration the Company has spent/incurred foreign exchange equivalent to Rs. Nil.
There are no foreign exchange earnings during the year.

24. RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping,
trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is
being carried out to identify, evaluate, manage and monitoring of both business and non- business
risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate
the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon
offering improved products through technology innovation and productivity. The Company
continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with
the size of the Company. However, Company is trying to strengthen the same. The details of the risks
faced by the Company and the mitigation thereof are discussed in detail in the Management
Discussion and Analysis report that forms part of the Annual Report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed or implemented any CSR initiatives. The provisions contained in
section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to your Company for the year under reference.

26. CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of the Company.

27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES

The Company does not have any subsidiary Joint Venture, Associate Company or LLPs during the
year under review.

28. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE
COMPANIES ACT 2013

The Company has not accepted any public deposits and as such, no amount on account of principal
or interest on public deposits was outstanding as on the date of the balance sheet.

29. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT2013

During the year under review your Company has not accepted Deposits which are not in compliance
with the requirements under Chapter V of Companies Act, 2013.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the
going concern status of the Company and its future operations.

31. INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an internal financial control system commensurate with the size, scale and
complexity of its operations. The Audit Committee has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives. The Audit Committee has a process for
timely check for compliance with the operating systems, accounting procedures and policies. Major
risks identified by the businesses and functions are systematically addressed through mitigating
action on continuing basis.

32. AUDITORS & REPORT OF THE AUDITORS

The Statutory Auditors, M/ s. S K Jha & Co, Chartered Accountants (FRN: 126173W), Ahmedabad,
was appointed as the Statutory Auditor of the Company for a term of four consecutive years from the
conclusion of 11th Annual General Meeting till the conclusion of the 15^th Annual General Meeting
(AGM) of the Company to be held in the year 2025, to examine and audit the Books of Accounts of the
Company on such remuneration plus reimbursement of out-of-pocket expense, as may be mutually
agreed between the Board of Directors/Audit Committee of the Company and the Statutory
Auditors."

The Statutory Auditors contains one observation remark as follow:

• We further draw your reference to the para Vii of Annexure 1 of the audit report wherein it is
disclosed that the company has not paid total TDS of Rs. 84250/- to the credit of Central Government
outstanding for more than six months.

Reply and Clarification from Management:

The management took on records the observation given by Auditors for pendency of TDS payment
Rs. 84,250/-, that the company has made efforts to make payment of TDS however due to technical
issues the payment of Challan of TDS was not processed, management has ensured that company will
take extra care and comply accordingly in future.

Further the tenure of Statutory Auditors expired the board of directors in its meeting held 06^th
September, 2025 has consider and approved the proposal of appointment of Statutory Auditors
subject to the shareholders approval in 15^th AGM of the Company, to the M/s. A K Chanderia And
Company Chartered Accountants (FRN: 126173W), Ahmedabad, was appointed as the Statutory
Auditor of the Company for a term of four consecutive 5 years from the conclusion of 15^th Annual
General Meeting till the conclusion of the 20^th Annual General Meeting (AGM) of the Company to be
held in the year 2025, to examine and audit the Books of Accounts of the Company for a period of 5
years 01.04.2025 to 31.03.2030, on such remuneration plus reimbursement of out-of-pocket expense, as
may be mutually agreed between the Board of Directors/ Audit Committee of the Company and the
Statutory Auditors."

33. SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. Brajesh Gupta & Co, Practicing
Company Secretary, Indore, to conduct the Secretarial Audit and her report Secretarial Audit Report
is appended to this Report as ANNEXURE III.

The Secretarial Audit Report contains one observation remarks as follow.

Sr. No.	Action taken by	Details of Non¬ compliance	Details of action taken	Remarks by PCS, if any
1	BSE Ltd.	Non¬ compliance under Regulation Reg-13(3), for the quarter ended 30/06/2024	Penalty levied of Rs. 2360/- including GST imposed by BSE Ltd. on the Company.	The Company has informed to us, that the company has Received the Notice on 14th August 2024 and SOP fine of Rs. 2360/- including GST paid by the Company dated 10th September, 2024, there was delay in filing of xbrl of investor complaint which was required to file within 21 days after ends of each quarter there was delay in filing of xbrl under regulation 13(3) the due date of fining 21.07.2024 and date of filing by company is 24.07.2024 due to delay in payment of fine the exchange freeze the promoters security.

Reply and Clarification from Management:

The Management has taken note of the observation made by the Secretarial Auditors. The Company
submits that the delay in filing of the Investor Complaint Status Report under Regulation 13(3) of
SEBI (LODR) Regulations, 2015 for the quarter ended June 30, 2024 was purely due to technical login
issues faced on the BSE Listing Portal. It is further clarified that during the said period there were no
investor complaints pending with the Company.

Upon resolution of the technical issue, the Company promptly uploaded the report on the BSE Listing
Centre, resulting in a delay of only two days beyond the prescribed timeline. The penalty imposed by
BSE amounting to Rs. 2,360/- including GST has already been duly paid by the Company.

The Board has advised the Secretarial and Compliance team to proactively seek technical assistance
from the Exchange and external experts, wherever required, to ensure that such unforeseen technical
difficulties do not recur in the future. The delay was inadvertent and not deliberate, and the
Company remains fully committed to maintaining compliance with all regulatory requirements.

34. COST AUDITORS

The Board of Directors of the Company here confirmed that according to the Companies working and
business the company does not required to appoint the Cost Auditor as per the Section 148 of the
Companies Act, 2013.

35. INTERNAL AUDITORS

The company has appointed an internal auditor to M/ s J.A.K & Company as Internal Auditors for
better internal financial control, Internal auditors has conducted internal audit and submitted their
report for F.Y. 2024-25.

36. POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the
Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report
their genuine concerns actual or suspected fraud or violation of the Company''s Code of Conduct. The
said mechanism also provides for adequate safeguards against victimisation of the persons who use
such mechanism and makes provision for direct access to the chairperson of the Audit Committee.
We confirm that during the financial year 2024-25, no employee of the Company was denied access to
the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at
www.diggimultitrade.co.in.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day to day business operations of the company. The
Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings /
behaviours of any form and the Board has laid down the directives to counter such acts. The Code has
been posted on the Company''s website www.diggimultitrade.co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by
the Directors and the designated employees in their business dealings and in particular on matters
relating to integrity in the work place, in business practices and in dealing with stakeholders. The
Code gives guidance through examples on the expected behaviour from an employee in a given
situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the
Code. All Management Staff were given appropriate training in this regard.

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can
work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the
Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal
Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment.
All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the

year 2024-25:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil
No. of Complaints Pending	Nil

38. CORPORATE GOVERNANCE:

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been
adhering to the directions and guideline, as required and if applicable on the companies'' size and
type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed
Companies).

39. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one Independent Director Meeting held on 15/02/2025 for the F. Y.
2024-25.

The object of Independent Meeting was to review the performance of Non- Independent Director and
the Board as a whole including the Chairperson of the Company. The Company assures to hold the
Separate Meeting of Independent Director of the Company as earliest possible.

40. POSTAL BALLOT:

No Postal ballot during the year 2024-25.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the directors and designated employees of the company. The Code
requires pre-clearance for dealing in the company''s shares and prohibits the purchase or sale of
company shares by the directors and the designated employees while in possession of unpublished
price sensitive information in relation to the company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

42. LISTING FEES:

The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has
paid the applicable listing fees to the Stock Exchange till date.

43. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries
of India, which are mandatorily applicable to the Company. The same has also been confirmed by
Secretarial Auditors of the Company in the Secretarial Audit Report.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name
of the company under the Insolvency Bankruptcy Code, 2016.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND

FINANCIAL INSTITUTIONS:

During the year under review, there has no one-time settlement of Loans taken from Banks and
financial institutions.

46. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State
Governments, Government agencies, Banks & Financial Institutions, customers, shareholders,
vendors and other related organizations, who through their continued support and co-operation have
helped, as partners in your Company''s progress. Your Directors, also acknowledge the hard work,
dedication and commitment of the employees.

For and on behalf of the Board

Diggi Multitrade Limited

SD/- SD/-

Samarth Prabhudas Ramanuj Shruti Ramanuj

Managing Director Director & CFO

DIN: 06660127 DIN: 9093690

Date: 06/09/2025
Place: Thane

---

Mar 31, 2024

Your Directors have pleasure in presenting 13^th Annual Report of the Company together with the Audited
Statements of Accounts for the financial year ended 31^st March, 2024.

1. FINANCIAL SUMMARY

The Company''s financial performance, for the year ended March 31^st, 2024 is summarized below:

The Board''s Report is prepared based on the Standalone Financial Statements of the company.

Amount in Lakhs.

Particulars	31st March 2024	31st March 2023
Income from Operations	0	4.00
Other Income	0	-
TOTAL INCOME	0	4.00
Profit and (Loss) before Depreciation and Tax	(29.49)	(6.43)
Less: Depreciation	0	2.37
PROFIT BEFORE TAX	(27.61)	(8.81)
Less: Provision for Tax
- Current Tax		-
- Deferred Tax	(0.21)	(.34)
- Excess provision of earlier year written back
- Adjustment of MAT
PROFIT AND (LOSS) AFTER TAX	(27.40)	(8.47)
Transferred to General Reserve
Surplus in the Statement of P & L Account		(8.47)

2. RESULT HIGHLIGHTS

The company continues to be engaged in the business of trading of real estate properties and building materials
in Mumbai and there has not been substantial change in the nature of business of your Company.

Revenue from operations during the year by Rs. 0.

The bottom line has shown a loss for the year (before tax) of Rs. (27.61) Lakhs as compared to last year Loss of
Rs. 8.81 Lakhs Further, there are no significant and material events impacting the going concern status and
Company''s operations in future.

3. DIVIDEND

Your Directors are constrained not to recommend any dividend for the year under report.

4. TRANSFER TO RESERVE

For the financial year ended 31^st March, 2024, your Company has not proposed to carry or transfer any amount
to any other specific reserve account.

5. CHANGE IN SHARE CAPITAL

The Company has not raised new capital, hence there is no change in the share capital of the company during
the year.

6. MAJOR EVENTS DURING THE F.Y.2023-24

During the year 1 major event happened details of which are given below: -

During the year under review , Open offer by Mr. Samarth Prabhudas Ramanuj ("Acquirer 1") and Mr. Raja
Lachhmandas Utwani ("Acquirer 2") (Acquirer 1 and Acquirer 2 are collectively referred as to "Acquirers")
alongwith persons acting in concert with the Acquirers viz. Ms. Shruti Ramanuj ("PAC 1"), Mr. Lachhman
Ghanshamdas Utwani ("PAC 2"), Ms. Meena Lachhmandas Utwani ("PAC 3"), Ms. Veena Lachhmandas
Utwani ("PAC 4") and Haxco Invest Private Limited ("PAC 5") (PAC 1, PAC 2, PAC 3, PAC 4 and PAC 5 are
collectively referred as to "PACs"), to the public shareholders of Diggi Multitrade Limited ("Target Company")
for acquisition of 25,20,000 equity shares of face value of Rs. 10/ - each at a price of Rs. 19/- per fully paid-up
equity share pursuant to Regulations 3(1), 4 and other applicable provisions of Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amendment ("SEBI (SAST)
Regulations, 2011") ("Offer" / "Open Offer").

7. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in
form no. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as
ANNEXURE- I to this Report.

8. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

9. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Holding, Subsidiary, Joint Venture or Associate during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present
comprises of:

Sr. No.	Name	Designation
1.	Mr. Anilkumar Pannalal Patni	Managing Director (Resigned w.e.f 04th July, 2024)
2.	Mr. Pradeepkumartana Jankiramulu Naidu	Executive Director (Resigned w.e.f 20th December, 2023)
3.	Mrs. Sangeeta Hariprasad Naidu	Executive Director cum CFO(KMP) (Resigned w.e.f 20th December, 2023)
4.	Mr. Parameswarannair Suresh Kumar	Independent Director (Resigned w.e.f 12th July, 2024)
5.	Mr. Selvendran Seevanayagam	Independent Director (Resigned w.e.f 12th July, 2024)
6.	Mr. Saket Rajendra Sugandh*	Company Secretary and Compliance Ofiicer (Resigned w.e.f. 11th June, 2023)
7.	Ms. Vinita Ojha**	Company Secretary and Compliance Officer

		(Appointed w.e.f. 15th June, 2023)
8.	Mr. Samarth Prabhudas Ramanuj	Executive Director Cum CFO (Appointed w.e.f 20th December, 2023)
9.	Ms. Shruti Ramanuj	Executive Director (Appointed w.e.f 20th December, 2023)
10.	Mr. Manish Keshavlal Solanki	Independent Director (Appointed w.e.f 15th February, 2024)
11.	Mr. Utkarshkumar Sanjaykumar Dave	Independent Director (Appointed w.e.f 15th February, 2024)

? Mr. Saket Rajendra Sugandh, Company Secretary who has resigned from the post of Company Secretary cum
Compliance Officer of the Company with effect from 11^th June, 2023.

? Ms. Vinita Ojha, Company Secretary appointed as a Company Secretary and Compliance Officer of the
Company with effect from 15 ^th June, 2023.

? Mr. Pradeepkumartana Jankiramulu Naidu who has resigned from the post Executive Director of the
company with effect from 20^th December, 2023.

? Mrs. Sangeeta Hariprasad Naidu who has resigned from the post of Executive Director cum CFO of the
company with effect from 20^th December, 2023

? Ms. Shruti Ramanuj who has appointed from the post of Executive Director and cum CFO of the with effect
from 20^th December, 2023.

? Mr. Samarth Prabhudas Ramanuj who has appointed from the post of Executive Director of the company with
effect from 20^th December, 2023

? Mr. Manish Keshavlal Solanki who has appointed from the post of independent director of the company with
effect from 15^th February, 2024

? Mr. Utkarshkumar Sanjaykumar Dave who has appointed from the post of independent director of the
company with effect from 15^th February, 2024

? Mr. Selvendran Seevanayagam who has resigned from the post of independent director of the company with
effect from 12^th July, 2024

? Mr. Parameswarannair Suresh Kumar who has resigned from the post of Independent director of the
company with effect from 12^th July, 2024

11. NUMBER OF BOARD MEETINGS

During the year under review, 5 (Five) board meetings were held dated, 30^th May 2023, 05^th September 2023, 10^th
November, 2023, 20^th December, 15^th February, 2024 properly convened & held.

12. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its
own performance, the directors individually, as well as the evaluation of the working of its Committees. The
Company has devised a questionnaire to evaluate the performances of each of Executive and Independent
Directors. Such questions are prepared considering the business of the Company and the expectations that the
Board have from each of the Directors. The evaluation framework for assessing the performance of Directors
comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

13. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders'' Relationship Committee

III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE:

The term of reference of this committee cover the matter specified for Audit Committee under Reg. 18 of the
SEBI (LODR) Regulations, 2015 and provisions of Section 177 of the Companies Act, 2013. The current Audit
Committee of the Company comprises three Directors, who possess knowledge of the corporate finance &
accounts.

The Constitution of the Audit Committee during the FY 2023-24 is as follows:

Sr. No	Name of the Director	Designation	Nature of Directorship
1.	Mr. Parameswarannair Suresh Kumar	Chairman	Independent Director (Resigned w.e.f 12th July, 2024)
2.	Mr. Selvendran Seevanyagam	Member	Independent Director (Resigned w.e.f 12th July, 2024)
3.	Mr. Pradeepkumartana Jankiramulu Naidu	Member	Executive Director (Resigned w.e.f 20th December, 2023)

The Reconstitution of the audit committee during the financial year 2023-24 is as follow:

Sr. No	Name of the Director	Designation	Nature of Directorship	Date of Appointment
1.	Mr. Manish Keshavlal Solanki	Chairman	Independent Director	12th July 2023
2.	Mr. Utkarshkumar Sanjaykumar Dave	Member	Independent Director	12th July 2023
3.	Ms. Shruti Ramanuj	Member	Executive Director	20th December, 2023)

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit

Committee.

Note:

Ms. Vinita Ojha, Company Secretary appointed as a Company Secretary and Compliance Officer of the

Company with effect from 15 ^th June, 2023.

During the year under reference, 4 (Four) Audit Committee meetings were dated, 30/05/2023, 10/11/2023,

20/12/2023 & 15/02/2024 properly convened & held.

1. Oversight of our Company''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, re-appointment and replacement, remuneration and terms of
appointment of auditors of our Company;

3. Reviewing and monitoring the auditor''s independence and performance and the effectiveness of audit
process;

4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

5. Reviewing the financial statements with respect to its unlisted Subsidiary (ies), in particular investments
made by such Subsidiary(ies);

6. Reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval, with particular reference to:

a. Matters required to be stated in the Director''s Responsibility Statement to be included in the Board''s report in terms
of clause(c)of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications and Modified opinions in the draft audit report.

7. Reviewing with the management, the half yearly financial statements before submission to the board for
approval;

8. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;

9. Review and monitor the auditor ''s independence and performance, and effectiveness of audit process;

10. Approval or any subsequent modification of transactions of the company with related parties;

11. Scrutiny of inter-corporate loans and investments;

12. Valuation of undertakings or assets of the company, wherever it is necessary;

13. Evaluation of internal financial controls and risk management systems;

14. Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the
internal control systems;

15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

16. Discussion with internal auditors any significant findings and follow up thereon;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience & background,
etc. of the candidate; and

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The powers of Audit Committee:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise if it considers necessary. The audit committee
shall mandatorily review the following information:

i. Management discussion and analysis of financial condition and results of operations;

ii. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii. Management letters/letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee.

The quorum of Audit Committee shall be either 3 members or one third of the members of the Audit Committee
whichever is greater with at least 2 Independent Directors.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Committee deals with various matters relating to the transmission of shares, issue of duplicate share
certificates, approving the split and consolidation requests and other matters including Shareholder''s
Complaints and Grievance.

The Constitution of Stakeholders Relationship Committee during the FY 2023-24 is as follows:

Sr. No	Name of the Director	Designation	Nature of Directorship
1.	Mr. Parameswarannair Suresh Kumar	Chairman	Independent Director (Resigned w.e.f 12th July, 2024)
2.	Mr. Selvendran Seevanyagam	Member	Independent Director (Resigned w.e.f 12th July, 2024)
3.	Mr. Pradeepkumartana Jankiramulu Naidu	Member	Executive Director (Resigned w.e.f 20th December, 2023)

The Re-Constitution of Stakeholders Relationship Committee during the FY 2023-24 is as follows:

Sr. No	Name of the Director	Designation	Nature of Directorship	Date of Appointment
1.	Mr. Manish Keshavlal Solanki	Chairman	Independent Director	12th July 2023
2.	Mr. Utkarshkumar Sanjaykumar Dave	Member	Independent Director	12th July 2023
3.	Ms. Shruti Ramanuj	Member	Executive Director	20th December, 2023)

During the year, only 1 Stakeholder''s Relationship Committee meeting were held dated, 15/02/2024 properly
convened & held.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder''s Relationship Committee include the following:

1. Considering and resolving grievances of shareholder''s, debenture holders and other security holders;

2. Redressal of grievances of the security holders of our Company, including complaints in respect of transfer
of shares, non-receipt of declared dividends, balance sheets of our Company etc.;

3. Allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other
securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal etc.

5. Overseeing requests for dematerialization and Rematerialization of Equity Shares; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from
time to time.

III. NOMINATION AND REMUNERATION COMMITTEE:

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our
Director; sitting fee payable to our Non-Executive Directors; remuneration policy covering policies on
remuneration payable to our senior executives.

The Constitution of Nomination and Remuneration Committee during the FY 2023-24 is as follows;

Sr. No	Name of the Director	Designation	Nature of Directorship
1.	Mr. Parameswarannair Suresh Kumar	Chairman	Independent Director (Resigned w.e.f 12th July, 2024)
2.	Mr. Selvendran Seevanyagam	Member	Independent Director (Resigned w.e.f 12th July, 2024)
3.	Mr. Pradeepkumartana Jankiramulu Naidu	Member	Executive Director (Resigned w.e.f 20th December, 2023)

The Re- Constitution of Nomination and Remuneration Committee during the FY 2023-24 is as follows;

Sr. No	Name of the Director	Designation	Nature of Directorship	Date of Appointment
1.	Mr. Manish Keshavlal Solanki	Chairman	Independent Director	12th July 2023
2.	Mr. Utkarshkumar Sanjaykumar Dave	Member	Independent Director	12th July 2023
3.	Ms. Shruti Ramanuj	Member	Executive Director	20th December, 2023)

During the year, single Nomination and Remuneration Committee meetings was held dated 15^th June, 2023/20^th

December, 2023/15^th February, 2024

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to our Board a policy, relating to the remuneration of the directors, key managerial
personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and our Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment and
removal;

5. Considering and recommending grant if employees stock option, if any, and administration and
superintendence of the same; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from
time to time.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of the
Company.

Every new independent director of the Board attended an orientation program. To familiarize the new
inductees with the strategy, operations and functions of our Company, the executive directors/senior
managerial personnel make presentations to the inductees about the Company''s strategy, operations, product
and service offerings, markets, software delivery, organization structure, finance, human resources, technology,
quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

• a program on how to review, verify and study the financial reports;

• a program on Corporate Governance;

• provisions under the Companies Act,2013; and

• SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of
appointment outlining his/her role, functions, duties and responsibilities as a director.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as required
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under
Section 149(6) of the Companies Act, 2013.

16. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3)
of section 178, is appended as Annexure II to this Report.

17. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them,
the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and
estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at 31^st March, 2023 and of the loss of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

No material changes and commitments affecting the financial position of the Company occurred during the
financial year 2023-24 to which these financial statements relate and the date of this report.

19. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,
2013.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in the
separate section and forms an integral part of the Directors'' Report.

21. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section
186 of the Companies Act, 2013 have been provided in the notes to the financial statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had
not entered into any contract / arrangement / transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with
the related parties is set out in Notes to Accounts forming part of the financial statement.

23. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of the energy and
technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues
relating to technology absorption are not quite relevant to its functioning. During the year under consideration
the Company has spent/incurred foreign exchange equivalent to Rs. Nil. There are no foreign exchange
earnings during the year.

24. RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis,
risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify,
evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering
improved products through technology innovation and productivity. The Company continues to invest in these
areas.

The Company has the risk management and internal control framework in place commensurate with the size of
the Company. However, Company is trying to strengthen the same. The details of the risks faced by the
Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report
that forms part of the Annual Report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed or implemented any CSR initiatives. The provisions contained in section 135
of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are
not applicable to your Company for the year under reference.

26. CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of the Company.

27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES

The Company does not have any subsidiary Joint Venture, Associate Company or LLPs during the year under
review.

28. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT
2013

The Company has not accepted any public deposits and as such, no amount on account of principal or interest
on public deposits was outstanding as on the date of the balance sheet.

29. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT2013

During the year under review your Company has not accepted Deposits which are not in compliance with the
requirements under Chapter V of Companies Act, 2013.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going
concern status of the Company and its future operations.

31. INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an internal financial control system commensurate with the size, scale and complexity of its
operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. The Audit Committee has a process for timely check for compliance with the
operating systems, accounting procedures and policies. Major risks identified by the businesses and functions
are systematically addressed through mitigating action on continuing basis.

32. AUDITORS & REPORT OF THE AUDITORS

The Statutory Auditors, M/s. S K Jha & Co, Chartered Accountants (FRN: 126173W), Ahmedabad, was
appointed as the Statutory Auditor of the Company for a term of four consecutive years from the conclusion of
11^th Annual General Meeting till the conclusion of the 14^th Annual General Meeting (AGM) of the Company to
be held in the year 2024, to examine and audit the Books of Accounts of the Company on such remuneration
plus reimbursement of out-of-pocket expense, as may be mutually agreed between the Board of
Directors/Audit Committee of the Company and the Statutory Auditors."

The Statutory Auditors contains two observation remark as follow.

• During the audit it was observed that the company has not deducted TDS of Rs. 1,82,000 u/s 194J on
payments made to Sakshi Tarak Dani towards the professional fees of Rs. 18,20,000.

• We further draw your reference to the para Vii of Annexure 1 of the audit report wherein it is disclosed
that the company has not paid total TDS of Rs. 61750 to the credit of Central Government outstanding
for more than six months.

33. SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. Abhilasha Chaudhary & Associates, Practicing
Company Secretary, Mumbai, to conduct the Secretarial Audit and her report Secretarial Audit Report is
appended to this Report as ANNEXURE III.

The Secretarial Audit Report contains one observation remarks as follow.

• The company has filed the financial result for the quarter ended 31^st March, 2023 has delay for one day
imposed Penalty 5900/- (Five Thousand Nine Hundred Only) including GST on the Company. The
Company has informed to us, that the SOP fine of Rs.5900/- (Five Thousand Nine Hundred Only)
including GST paid by the Company dated 25^th July, 2023 and there were no other fine/penalties was
levied during the year.

34. COST AUDITORS

The Board of Directors of the Company here confirmed that according to the Companies working and business
the company does not required to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

35. INTERNAL AUDITORS

The company has appointed to M/s. J.A.K & Co., Chartered Accountants (FRN- 154272W) as an internal auditor
of the company dated 14^th November, 2022 for the financial year 2023.

36. POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act,
2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns
actual or suspected fraud or violation of the Company''s Code of Conduct. The said mechanism also provides
for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for
direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2022-23, no
employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is
available on the website of the Company at www.diggimultitrade.co.in.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and
all employees in the course of day to day business operations of the company. The Company believes in "Zero
Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid
down the directives to counter such acts. The Code has been posted on the Company''s website
www.diggimultitrade.co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance
through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this regard.

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work
together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in
place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up
to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual,
temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil

38. CORPORATE GOVERNANCE:

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to
the directions and guideline, as required and if applicable on the companies'' size and type (as per the
Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).

39. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one Independent Director Meeting held on 20/03/2023 for the F. Y. 2022-23.

The object of Independent Meeting was to review the performance of Non- Independent Director and the Board
as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of
Independent Director of the Company as earliest possible.

40. POSTAL BALLOT:

One Postal ballot was conducted by the company during the year 2023-24.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the directors and designated employees of the company. The Code requires pre-clearance for
dealing in the company''s shares and prohibits the purchase or sale of company shares by the directors and the
designated employees while in possession of unpublished price sensitive information in relation to the
company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

42. LISTING FEES:

The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid the
applicable listing fees to the Stock Exchange till date.

43. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India,
which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of
the Company in the Secretarial Audit Report.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name of the
company under the Insolvency Bankruptcy Code, 2016.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has no one-time settlement of Loans taken from Banks and financial
institutions.

46. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments,
Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related
organizations, who through their continued support and co-operation have helped, as partners in your
Company''s progress. Your Directors, also acknowledge the hard work, dedication and commitment of the
employees.

For and on behalf of the Board
Diggi Multitrade Limited

SD/- SD/-

Samarth Prabhudas Ramanuj Shruti Ramanuj

Managing Director Director & CFO

DIN: 06660127 DIN: 9093690

Date: 04/09/2024
Place: Mumbai