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సెన్సెక్స్ 76,913.50 -0.75% ↓ నిప్టీ 24,044.35 -0.55% ↓ బంగారం ₹ 13,785/gm సిల్వర్ ₹ 2,65,000/kg పెట్రోల్ ₹ 107.46 డీజిల్ ₹ 95.70 ఎల్‌పీజీ ₹ 965.00 ముడి చమురు $ 111.74 USD ₹ 94.91

డైరెక్టర్ల నివేదిక Digikore Studios Ltd.

Mar 31, 2025

We are pleased to present this Board Report of Digikore Studios Limited (the Company or DIGIKORE) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 3 1 , 2025 (FY 2024-25)

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations") and the provisions of the Companies Act, 2013 (âAct").

The summarized financial highlight is depicted below:

Particulars STANDALONE CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Income
Revenue from operations	3,560.80	4,496.15	3,605.17	4,720.73
Other income	77.57	241.54	95.48	226.29
Total Income	3,638.37	4,737.69	3,700.65	4,947.02
Expenses
Cost of Technical Subcontractors	458.67	568.38	575.03	748.00
Employee Benefit Expense	1,674.93	1,201.13	1,919.87	1,201.13
Financial Costs	265.93	131.22	270.45	132.47
Depreciation and Amortization Expense	322.40	118.25	322.40	118.25
Other Expenses	1,882.55	1,440.43	1,574.40	1,470.11
Total Expenses	4,604.48	3,459.41	4,662.15	3,669.96
Profit/(Loss) before Tax	(966.1 1)	1,278.28	(961.49)	1,277.06
Tax Expense	(241.15)	324.07	(241.15)	324.07
Profit for the period	(724.96)	954.21	(720.35)	952.99

RESULT OF OPERATIONS & STATE OF COMPANY''S AFFAIRS

The key aspects of the Company''s performance during the financial year 2024-25 are as follows:

Consolidated Performance

â¢ Total Revenue (including other income) for FY''25 stood at Rs.3,700.65 Lacs, compared to Rs.4,947.02 Lacs in FY''24, a YoY decline of 25.19%.

â¢ Loss before tax for FY''25 stood at Rs.961.49 Lacs, compared to profit before tax of Rs.1,277.06 Lacs in FY''24.

â¢ Loss after tax for FY''25 stood at Rs.720.35 Lacs, compared to profit after tax of Rs.952.99 Lacs in FY''24.

Standalone Performance

â¢ Total Revenue (including other income) for FY''25 stood at Rs.3,638.37 Lacs, compared to Rs.4,737.69 Lacs in FY''24, a YoY decline of 23.2%.

â¢ Loss before tax for FY''25 stood at Rs.966.1 1 Lacs, compared to profit before tax of Rs.1,278.28 Lacs in FY''24.

â¢ Loss after tax for FY''25 stood at Rs.724.96 Lacs, compared to profit after tax of Rs.954.21 Lacs in FY''24.

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company is in the growth phase and is in the process of expanding its business activities. Considering the increased fun requirements for the expansion activities and to augment working capital requirements, your directors do not recommend any dividen for the financial year ended 31st March, 2025.

TRANSFER OF RESERVES

During the year the company has not transferred any amount to the General Reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend unclaimed and lying in the unpaid dividend account with the Company.

DEPOSITS:

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

CHANGE IN THE NATURE BUSINESS

During the year under review, there was no change in the nature of the business of the Company. The Company continued to operate in the same line of business activities as in the previous year.

SHARE CAPITAL

During the year under review, The Company''s authorized share capital remained unchanged during the year at ?7,50,00,000/-, divided into 75,00,000 equity shares of ?10/- each.

The Paid-up capital of the Company at 31st March, 2025 stands at ?6,33,28,000/- (63,32,800 equity shares).

ANNUAL RETURN:

In compliance with Section 134(3)(a), the Annual Return of the Company, prepared as per Section 92(3) of the Act for the financial year ended 31st March, 2025, is accessible on the Company''s website at http://www.digikore.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31st March 2025, the Board of Directors comprised 4 Directors which includes 2 Independent Directors (including one Woman Independent Director), 1 Non- Executive Director and 1 Executive Directors which includes Managing Director.

KEY MANGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, Mr. Ketan More, Chief Financial Officer and Mrs. Heny Pahuja, Company Secretary are the Key Managerial Personnel of the Company as on 31st March, 2025.

Further, during the year, Ms. Surekha Misal was appointed as Chief Financial Officer of the Company under SEBI Listing Regulations w.e.f., 22nd May, 2024 in place of Mr. Shrinivas Behede who resigned from the services of the Company w.e.f., 22nd May, 2024 and then Mr. Ketan More was appointed as Chief Financial Officer of the Company under SEBI Listing Regulations w.e.f., 26th December, 2024 in place of Ms. Surekha Misal who resigned from the services of the Company w.e.f., 26th December, 2024.

Presently the Board of Directors of the Company consists of Mr. Abhishek Rameshkumar More (DIN: 00139618), Managing Director, Mr. Rameshkumar More (DIN: 00140179), Non- Executive Director and Mr. Aqueel Mehboob Merchant (DIN: 08042097) and Ms. Megha Virendra Raval (DIN: 10241 141), are Independent Directors. The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. In case of special and urgent business, if the need arises, the Board''s or Committee''s approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, as permitted by law.

During the Financial Year 2024-25, Six (6) Board meetings were convened and held which is summarized below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 201 3.

Sr. N o.	NAME OF THE DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Rameshkumar More	Chairman& NonExecutive Director	6	6
2	Abhishek Rameshkumar More	Managing Director	6	6
3	Aqueel Mehboob Merchant	Independent Director	6	6
4.	Megha Virendra Raval	Independent Director	6	6

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 1 34(5) of the Companies Act, 201 3 the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended 31st March, 2025:

1. The annual financial statements for the financial year ended 31st March 2025 have been prepared in conformity with the applicable Accounting Standards, and there are no material departures from the prescribed norms;

2. Appropriate accounting policies have been consistently applied, and reasonable and prudent judgments and estimates have been made so as to present a true and fair view of the Company''s financial position and results of operations;

3. The Board has taken adequate measures to ensure the integrity and accuracy of the Company''s

Accounting records in accordance with the Companies Act, 2013, thereby safeguarding the Company''s assets and detecting and preventing fraud and other irregularities;

4. The financial statements have been prepared on a going concern basis, and there is no indication of any uncertainty regarding the Company''s ability to continue its operations in the foreseeable future;

5. The Company has implemented internal financial controls which are adequate and commensurate with the size and nature of its business, and such controls were found to be operating effectively during the year under review;

6. The Board has adopted robust systems and processes to ensure compliance with applicable laws, rules, and regulations, and believes that these systems were adequate and functioning efficiently throughout the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of the SEBI (LODR) Regulations,2015, the Management''s Discussion and Analysis Report is annexed to this report.

STATUTORY AUDITORS AND THEIR REPORT:

During the year under review, M/s. Sharad Shah & Co, Chartered Accountants, (FRN: 109931W), has resigned from the position of Statutory Auditors with effect from March 1 1, 2025 and the casual vacancy created consequent to the resignation was filled by the appointment of M/s SKPN & Associates LLP, Chartered Accountants [Firm Registration Number 100923W] to hold office till the date of conclusion of the ensuing AGM. Subsequently pursuant to the provisions of Section 139 of the Act and Rules made thereunder,M/s SKPN & Associates LLP, Chartered Accountants [Firm Registration Number 100923W]were appointed as Statutory Auditors of the Company shall be valid from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting and that they shall conduct the Statutory Audit for the period ended 31st March, 2025. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s SKPN & Associates LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024- 25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s MV& Associates, peer reviewed firm of Practicing Company Secretaries, has been appointed as the Secretarial Auditor for the Financial year 2024-25. The Secretarial Audit Report does not contain any qualification or remarks requiring the Board to make further comments.

(The report is annexed as Annexure - I)

INTERNAL AUDITOR:

M/s Chetan Varma & Associates, Chartered Accountants, have been appointed as the Internal Auditor of the Company for the FY 2024-25. The Internal Auditor has conducted the Internal Audit, and the Internal Audit report has been submitted to the company. The Audit Committee reviewed the internal audit report.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards in accordance with Section 118(10) of the Companies Act, 2013, and MCA circulars issued from time to time.

COST AUDIT / COMPLIANCE:

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, in respect of the activities carried on by the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has established adequate internal financial controls with reference to financial statements, commensurate with its size, scale, and operations. These controls are designed to ensure accuracy of financial reporting, safeguarding of assets, prevention and detection of frauds, adherence to policies, and compliance with applicable laws.

The internal control framework is reviewed periodically by the Audit Committee based on reports from management, internal auditors, and statutory auditors. The Board confirms that such controls were adequate and operating effectively during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review. The particulars of investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2024-25 are given in Note 13 of the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024-25 (including any material modification thereof), were in the ordinary course of business and on an arm''s length basis and were carried out with prior approval of the Board. Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is appended to the Board Report as Annexure- II.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the provisions of Section 135 of the Companies Act, 2013, read with the applicable rules, the Board of Directors, in their meeting held on 07th July, 2023, approved and adopted the Corporate Social Responsibility (CSR) Policy and constituted a CSR Committee to oversee and monitor the implementation of CSR initiatives of the Company.

As required under the Companies (CSR Policy) Rules, 2014, Annual Report on Corporate Social Responsibility (CSR) Activities for the financial year 2024-25, has been furnished as Annexure - III to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished in the Annexure - IV to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed a policy for management and mitigation of business risks which is reviewed on a periodical basis. The policy is put on the website of the company in the following link: https://digikore.com/investorzone/ policies/2025/04/Risk-Management-Policy.pdf

PARTICULARS OF SUBSIDIARY, HOLDING, JOINT VENURE AND ASSOCIATE COMPANIES

Your company has subsidiary viz: Digikore Visual Effects Inc incorporated on October 21, 2023 in Canada. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure-V.

The Company does not have any Holding, Joint venture or Associate Company.

COMPANY''S POLICY RELATING TO DIRECTOR''S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

In accordance with the provisions of Sec 178 (1) of the Companies Act, 2103, the Board of the Company constituted Nomination and Remuneration Committee (NRC) and the terms of reference of the Committee are in line with the provisions of the Companies Act, 2013 and the Rules made thereunder.

The NRC committee has the following members
S. NO.	NAME OF THE DIRECTOR	POST HELD	Nature Of Directorship
1	Aqueel Mehboob Merchant	Chairman	Independent Director
2	Megha Virendra Raval	Member	Independent Director
3	Rameshkumar More	Member	Non- Executive Director

In accordance with Sec 178 (3) of the Companies Act, 2013, a Policy has been framed for remuneration of Directors, Key Managerial Personnel and other employees and approved by the Board. The said policy has been placed in the website of the company and can be viewed from the following link: https://digikore.com/investorzone/.

APPOINTMENT AND RESIGNATION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

The Board of the Company is composed of experienced persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

CORPORATE GOVERNANCE REPORT:

As per the regulation 15 of SEBI (LODR) Regulations, 2015, the applicability with respect to Corporate Governance Report is not applicable to the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the above-mentioned Independent Directors have submitted their respective declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act. They have also affirmed compliance with the Code of Conduct for Independent Directors as specified under Schedule IV of the Act.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors during the year under review. The Board further affirms that the Independent Directors possess requisite integrity, expertise, and experience, including proficiency as required under Section 150(1) of the Act and the applicable rules framed thereunder.

Additionally, in accordance with the provisions of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all Independent Directors of the Company have duly registered their names in the databank maintained by the Indian Institute of Corporate Affairs (IICA).

COMMITTEES OF THE BOARD

In terms of the provisions of the Companies act, 2013 and the Rules made thereunder, the Board has constituted the following committees;

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

The composition and terms of reference of each of the above committee is provided below as on the report date:-

a) AUDIT COMMITTEE

A qualified and independent Audit Committee has been constituted by the Board of Directors in compliance with the provisions of Section 177 of the Companies Act, 2013 and applicable regulatory requirements.

The Company Secretary acts as the Secretary to the Committee

The primary objective of the Audit Committee is to provide oversight of the Company''s financial reporting process, ensuring accuracy, completeness, and timely disclosures in compliance with applicable laws. The Committee works to uphold the highest standards of transparency, integrity, and quality in financial reporting, while also providing effective supervision of management''s processes and controls.

The powers, role, and terms of reference of the Audit Committee are in line with the requirements of Section 177 of the Companies Act, 2013 and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Financial Year 2024-25, the Audit Committee met four (7) times, deliberating and making recommendations to the Board on various matters falling within its scope, including but not limited to financial reporting, internal controls, statutory and internal audit reports, and compliance matters.

S. NO. NAME OF THE DIRECTOR POST HELD NNTmLED^â¢⁶ NO- OF MEETING ATTENDED
1	Aqueel Mehboob Merchant	Chairman	4	4
2	Megha Virendra Raval	Member	4	4
3	Abhishek Rameshkumar More	Member	4	4

b) NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee (NRC) of the Board is entrusted with the responsibility of ensuring that the composition and competencies of the Board align with the Company''s industry, strategic objectives, and long-term vision. The NRC undertakes a detailed analysis of Board composition, reflecting a deep understanding of the Company''s strategies, business environment, operations, financial position, and c compliance requirements.

In accordance with the provisions of Section 178 of the Companies Act, 2013, the NRC has formulated, and the Board has adopted, a Policy on Appointment and Removal of Directors, including a Board Diversity Policy ("NRC Policy").The Committee has also established criteria for determining the qualifications, positive attributes, and independence of Directors, which form an integral part of the NRC Policy.

The Committee comprises two (2) Independent Directors and one (1) Executive Director, as under:
S. NO.	NAME OF THE DIRECTOR	DIN No	POST HELD	Nature Of Directorship
1	Aqueel Mehboob Merchant	08042097	Chairman	Independent Director
2	Megha Virendra Raval	10241141	Member	Independent Director
3	Rameshkumar More	00139618	Member	Executive Director

The NRC is responsible for:

â¢ Recommending the nomination and appointment of Directors.

â¢ Evaluating the performance of individual Directors and the Board as a whole.

â¢ Recommending the remuneration policy for Directors, Key Managerial Personnel (KMP), and other employees.

â¢ Overseeing governance-related matters and the effective implementation of the Company''s nomination, remuneration, and governance policies.

â¢ Periodically reviewing the effectiveness of these policies and recommending revisions when necessary.

The Committee comprises three (2) Independent Directors and one (1) non-executive Director is as follows: -

The Stakeholders Relationship Committee comprises of one (1) Independent Director and one (1) non-executive Director and one Managing Director is as follows: -					(1)
S. NO. NAME OF THE DIRECTOR DIN No. POST HELD NO. OF MEETING ATTENDED
1	Rameshkumar More	00140179	Chairman	Non- Executive Director
2	Abhishek Rameshkumar More	00139618	Member	Managing Director
3	Aqueel Mehboob Merchant	08042097	Member	Independent Director

S. NO.	NAME OF THE DIRECTOR	DIN No	POST HELD	Nature Of Directorship
1	Aqueel Mehboob Merchant	08042097	Chairman	Independent Director
2	Megha Virendra Raval	10241141	Member	Independent Director
3	Rameshkumar More	00139618	Member	Non-Executive Director

Company Secretary acts as the Secretary of the committee

The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of Directors, carries out evaluation of performance of individual Directors, recommends remuneration policy for Directors, Key Managerial Personnel and other employees and also deals with the governance related matters of the Company.

It oversees the implementation of the nomination, remuneration and governance policies of the Company, reviews the effectiveness of such policies from time to time and recommends revisions as and when deemed necessary or expedient.

Two meeting of the Nomination and Remuneration Committee was held during the year under review to consider and approve the Resignation of Mr. Shrinivas Behede and Ms. Surekha Misal, Chief Financial Officer and to consider and recommend appointment of Ms. Surekha Misal and Mr. Ketan More, as new Chief Financial Officer.

S. NO.	NAME OF THE DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Aqueel Mehboob Merchant	Chairman	2	2
2	Megha Virendra Raval	Member	2	2
3	Rameshkumar More	Member	2	2

c) STAKEHOLDERS'' RELATIONSHIP COMMITTEE (SRC)

The Stakeholders'' Relationship Committee was constituted by the Board of Directors on 20th July, 2023 with the primary objective of ensuring effective engagement with shareholders and safeguarding their rights. The Committee serves as an important governance mechanism for addressing and resolving grievances of shareholders and other security holders in a timely, fair, and transparent manner.

The Committee''s key responsibilities include:

â¢ Monitoring and resolving investor grievances relating to transfer/transmission of shares, non-receipt of annual reports, dividends, and other shareholder communications.

â¢ Overseeing measures for effective communication between the Company and its stakeholders.

â¢ Ensuring compliance with applicable statutory and regulatory requirements pertaining to stakeholder rights.

â¢ Periodically reviewing the adequacy of systems and processes for redressal of shareholder grievances.

In line with the Company''s commitment to strong corporate governance, the Committee operates with transparency, accountability, and promptness, fostering trust and confidence among investors and stakeholders.

Company Secretary acts as the Secretary of the committee

The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and applicable Regulation.

Two meeting of the Stakeholders Relationship Committee was held during the year to take note of the redressal status of Investor grievances for the quarters ended 30th June, 2024 and 30th September, 2024 and 31st December, 2024.

S. NO.	NAME OF THE DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Rameshkumar More	Chairman	2	2
2	Abhishek Rameshkumar More	Member	2	2
3	Aqueel Mehboob Merchant	Member	2	2

d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In accordance with the provisions of Section 135 of the Companies Act, 2013, the CSR Committee has been constituted, and the Board has adopted a CSR Policy formulated in line with the statutory requirements and Schedule VII of the Act.

The CSR Policy lays down the guiding principles and framework for undertaking CSR initiatives by the Company.

The CSR Committee is responsible for:

â¢ Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company.

â¢ Recommending the amount of expenditure to be incurred on CSR activities.

â¢ Monitoring the implementation of CSR projects and ensuring compliance with statutory obligations.

â¢ Reviewing the CSR Policy periodically and suggesting amendments in line with evolving regulatory requirements and business priorities.

â¢ Overseeing transparent reporting of CSR initiatives in the Board''s Report and on the Company''s website.

The composition of the CSR Committee is as follows:
S. NO.	NAME OF THE DIRECTOR	POST HELD	Nature Of Directorship
1	Aqueel Mehboob Merchant	Chairman	Independent Director
2	Megha Virendra Raval	Member	Independent Director
3	Rameshkumar More	Member	Non-Executive Director

Company Secretary acts as the Secretary of the committee

Two meeting of the Corporate Social Responsibility Committee was held during the year for the Constitution of CSR Execution Group consisting of Volunteers Nominated by the company for smoother execution of CSR Activities and to consider and recommend the Board of Directors CSR Expenditure for FY 2024-25.

S. NO.	NAME OF THE DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Abhishek Rameshkumar More	Chairman	2	2
2	Megha Virendra Raval	Member	2	2
3	Rameshkumar More	Member	2	2

VIGIL MECHANISM POLICY:

In accordance with Section 177(9) of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy. This mechanism enables Directors and employees to report their genuine concerns or grievances, unethical behaviour, or suspected fraud in a secure and confidential manner, without fear of retaliation.

The Vigil Mechanism provides adequate safeguards against victimisation of individuals who avail of the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The details of the Vigil Mechanism/ Whistle Blower Policy are available on the Company''s website at: www.diaikore.com.

CODE OF CONDUCT

In compliance with Companies Act,2013 the Board of Directors of the Company has laid down a Code of Conduct (Code) for the Directors and Senior management employees. The Code is also posted on the Website of the Company at https://www.diaikore.com/.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING & CODE OF CORPORATE DISCLOSURE PRACTICES

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the Company has adopted the Code of Conduct for prevention of Insider Trading and the Code of Corporate Disclosure Practices (Insider Trading Code). All the Directors, Employees of the Company and their immediate relatives and other connected persons who could have access to the Unpublished Price Sensitive Information of the Company, are governed under this Insider Trading Code. These Codes are posted on the Company''s website at the web link: https:// digikore.com/.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to cs@diaikore.com.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 [14 OF 2013] AND COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961:

The Company maintains a policy of zero tolerance towards sexual harassment and is committed to providing a safe respectful, and inclusive work environment for all employees. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (âthe Act") and the rules framed thereunder, the Company has adopted a comprehensive harassment at the workplace.

In compliance with the Act, the Company has constituted an Internal Complaints Committee (ICC) to address and redress complaints of sexual harassment in a prompt and confidential manner. The ICC is empowered to receive and investigate complaints, recommend corrective actions, and ensure compliance with the policy framework.

The Company also conducts periodic awareness sessions and training programs to sensitise employees about the provisions of the Act, their rights, and the process for reporting concerns.

During the financial year 2024-25, the complaints details as per rule 8 of Companies (Accounts) Rules, 2014 is hereunder:

(a) Number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

Number of employees as on the closure of financial year: 377

The company is in compliance with the provision of Maternity Benefit Act, 1961.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT

During the year under review, there was no revision of the financial statements or the Board''s Report pursuant to the third proviso to subsection (1) of Section 131 of the Companies Act, 201 3.

BUY BACK OF SECURITIES:

The Company did not buy back any of its securities during the year under review.

SWEAT EQUITY:

No Sweat Equity Shares were issued by the Company during the year under review.

BONUS SHARES:

No Bonus shares were issued by the Company during the year under review.

EMPLOYEES STOCK OPTION PLAN:

The Company did not provide any Stock Option Scheme to the employees during the year under review.

REGISTRARS AND SHARE TRANSFER AGENTS

Bigshare Services Private Limited (CIN: U99999MH1994PTC076534)

Address: Office no. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahum Centre,

Mahakali Caves Road, Andheri (East), Mumbai-400 093

All matters relating to share transfer, transmission, change of address, issuance of duplicate share certificates, and other related activities are handled by the Company''s Registrar and Transfer Agent (RTA).

Shareholders holding equity shares in physical form are strongly encouraged to dematerialise their holdings in order to facilitate easy transferability and to participate in various corporate actions without restriction.

For assistance in this regard, members may contact the Company or the Registrar and Transfer Agent,

M/s. Bigshare Services Private Limited.

LISTING ON STOCK EXCHANGES:

The Company''s Equity Shares are listed on the National Stock Exchange (EMERGE) Platform, also known as SME Platform. Stock Code: DIGIKORE; ISIN: INE0QJ090101 1.

The Company has paid the listing fee for the financial year 2024-25.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

As of the current date, no shares of the company are held in Demat Suspense Account or Unclaimed Suspense Account.

STATEMENT OF DEVIATIONS / VARIATIONS:

In compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is confirmed that there have been no deviations or variations in the utilization of proceeds from the Initial Public Offering (IPO) of the Company. The funds have been utilized for the purposes as stated in the offer document.

CREDIT RATING:

The company has not issued any debt instruments and hence the applicability of Credit Rating is not applicable to the company.

ANNUAL EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an annual evaluation of its own performance, the performance of its committees, and that of individual Directors, including Independent Directors.

The evaluation process was conducted based on inputs received from all Directors on parameters such as the composition and structure of the Board, the effectiveness of its processes, the quality and timeliness of information provided, and the overall functioning of the Board.

The performance of each Committee was evaluated by the Board after obtaining feedback from the respective Committee members, taking into consideration factors such as composition, mandate, effectiveness, and the conduct of meetings.

A separate meeting of the Independent Directors was held on 11th March, 2025 to evaluate the performance of Non- Independent Directors, the Board as a whole, and the Chairman of the Company, after considering the views of Executive and Non-Executive Directors.

The Board, reviewed the performance of individual Directors based on criteria including their preparedness for meetings, meaningful and constructive participation, contribution to discussions, and overall engagement in Board and Committee deliberations.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Mrs. Heny Pahuja,

Company Secretary & Compliance Officer

Registered Office: 4th Floor, Lalwani Triumph, Sakore Nagar,

Viman Nagar, Pune, Maharashtra, India Phone No. 020-35553555, email: cs@diaikore.com

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS:

During the year under review, there were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application or proceeding made by or against the company is pending before any Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The company has established a vigil mechanism for directors and employees to report genuine concerns about unethical behaviours, actual or suspected fraud etc. It also provides safe guards against victimization of the Directors/employees who avail of the mechanism. The company affirms that no one is denied access to the Audit Committee. The Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details thereof can be accessed at the web link https://diaikore.com/ .During the year under review, there were no complaints received under this mechanism.

ACKNOWLEDGEMENT:

he Board of Directors expresses its sincere appreciation to all employees, customers, vendors, investors, and consultants/advisors of the Company for their dedication, commitment, and valuable contributions to the Company''s performance during the year.

The Directors also extend their gratitude to the Government of India, the Governments of various States, international authorities, and all concerned Government departments and regulatory bodies for their continued cooperation and support.

The Board further acknowledges and values the contribution of every member of the Company and the support extended by their families, which has been instrumental in the Company''s growth and success.

Mar 31, 2024

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ).

The summarized financial highlight is depicted below:

PARTICULARS		STANDALONE	CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Income
Revenue from operations	4496.15	3443.98	4720.73	3580.53
Other income	241.54	111.85	226.29	111.85
Total Income	4737.69	3555.83	4947.02	3692.38
Expenses
Cost of Technical Subcontractors	568.38	735.22	748.00	909.62
Employee Benefit Expense	1201.13	1165.23	1201.13	1165.23
Financial Costs	131.22	71.47	132.47	72.07
Depreciation and Amortization Expense	118.25	103.80	118.25	103.80
Other Expenses	1440.43	907.30	1470.11	917.14
Total Expenses	3459.41	2983.02	3669.96	3167.86
Profit/(Loss) before Tax	1278.28	572.81	1277.06	524.52
Tax Expense	324.07	135.35	324.07	135.35
Profit for the period	954.21	437.46	952.99	389.17

RESULT OF OPERATIONS & STATE OF COMPANY''S AFFAIRS

The key aspects of the Companyâs performance during the financial year 2023-24 are as follows:

Consolidated Performance

A. Total Revenue (including other income) for FYâ24 stood at S. 4,720.73 Lacs, compared to S. 3,580.53 Lacs in FYâ23, a YoY growth of 32%.

B. Profit before tax stood at S. 1277.06 Lacs, compared to S. 524.52 Lacs in FYâ23, a YoY growth of 143%.

C. Profit After Tax for FYâ24 stood at S. 952.99 Lacs, compared to S.389.17 Lacs in FYâ23, a YoY growth of 145%.

Standalone Performance

A. Total Revenue (including other income) for FYâ24 stood at S. 4,496.15 Lacs, compared to S. 4,496.15 Lacs in FYâ23, a YoY growth of 31%.

B. Profit before tax stood at S. 1278.28 Lacs, compared to S. 437.46 Lacs in FYâ23, a YoY growth of 123%.

C. Profit After Tax for the FYâ24 stood at S. 954.21 Lacs, compared to S. 437.46 Lacs in FYâ23, a YoY growth of 118%.

DIVIDEND

Considering the capital requirement for expansion and growth of business operations and to augment working capital requirements, the Board of Directors do not recommend any dividend on the Equity shares for the financial year 2023-24.

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Companyâs website at link https:// digikorevfx.com/investor-zone/

In the absence of any declaration of dividend in the past, the Company does not have any unpaid/ unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund (âIEPFâ) of the Central Government.

CAPITAL STRUCTURE OF THE COMPANY

There was no change in the Authorized Share Capital of the Company during the FY 2023-24. It stood at Rs. 7,50,00,000/-(Rupees Seven Crores Fifty Lakhs) divided into 75,00,000 (Seventy- Five Lakhs) equity shares of Face Value of S. 10/- each.

The Company has raised funds through Initial Public Offer (IPO) during the year, amounting to S. 21,55,96,800/- (Rupees Twenty-One Crores Fifty Five Lakh Lakhs Ninty Six Thousand Eight Hundred Only ) divided into 12,60,800 Equity Shares having Face Value of S. 10/- (Rupees Ten Only) each at a premium of S. 161/- per Equity Share thereby increase in the paid-up capital of the Company from S. 1,18,40,000/- (Rupees One Crore Eighteen Lakhs Forty Thousand Only) divided into 11,84,000/- (Eleven Lakh Eighty Four Thousand ) Equity Shares having Face Value of S. 10/- (Rupees Ten Only) each to S. 6,33,28,000/- (Rupees Six Crores Thirty Three Lakhs Twenty Eight Thousand Only) divided into 63,32,800 (One Sixty Three Lakh Thirty Two Thousand Eight Hundred ) Equity Shares having Face Value of S. 10/- (Rupees Ten Only) each.

The IPO was opened for subscription on September 27, 2023, and closed on September 29, 2023. The shares of the Company got listed on October 04, 2023, at Emerge Platform of the National Stock Exchange of India Limited (âNSE EMERGEâ).

Utilization of Funds raised through Public Issue

The Company had raised funds through Initial Public Offer (IPO) during October 2023 where the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue is being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.

There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated September 28, 2023.

TRANSFER TO RESERVES

During the year the company had transferred an amount of Rs.3,146.34 lakhs from the surplus in retained earnings to the General Reserves as against Rs.437.46 lakhs in the previous year. No further amount is proposed to be transferred to reserves during the year under review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.

CHANGE IN STATUS OF THE COMPANY

The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on April 25, 2023 and consequently, the name of our Company was changed to âDigikore Studios Limitedâ and a Fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company was issued by Registrar of Companies, Pune dated May 22, 2023. The Corporate Identification Number of our Company is L92132PN2000PTC015148.

CHANGE IN THE NATURE BUSINESS

There has been no change in the nature of business of the Company in the Financial Year under review.

ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE:

a. BUY BACK OF SECURITIES :- The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:- The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:- The Company has not issued any Bonus Shares during the year under review.

d. EMPLOYEES STOCK OPTION PLAN:- The Company has not provided any Stock Option Scheme to the employees.

e. INITIAL PUBLIC OFFER (âIPOâ) :- During the year under review, the Company has successfully completed the Initial Public Offer (IPO). The offer to the public consisted of fresh issue of shares to the tune of Rs.12,60,800 as well as an offer for sale of Rs. 5,21,600 shares from the promoter shareholders. The Company raised Rs.2155.96 lakhs through IPO wherein Rs.12,60,800 equity shares of Rs10/- each at a premium of Rs.161/- per shares was offered to the public for subscription. The issue

was oversubscribed by 281 times. The equity shares got listed on October 04, 2023 on the SME Platform of National Stock Exchange of India Limited viz., NSE EMERGE

f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TO EMPLOYEES OF THE COMPANY UNDER ANY SCHEME:- The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

The paid-up share capital of the Company as on March 31, 2024 is S.6,33,28,000/- divided into 63,32,800 equity shares of S.10/- each

PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

BORROWINGS

As on 31st March 2024, an amount of Rs. 871.71 lakhs is outstanding towards borrowings, which comprises of both secured and unsecured loans.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available on the Companyâs website and can be accessed at https://digikorevfx.com/

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

With reference to Section 134(3)(h) of the Act, all contracts, and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered âmaterialâ (i.e. transactions entered into individually or taken together with previous transactions during the financial year.

The Company had not entered into any contract / arrangement /transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, hence the disclosure under Form AOC2 is not applicable to the Company.

BOARD OF DIRECTORS

Composition of the Board as at March 31, 2024, companyâs Board consists of 04 members. Besides the Chairman, who is an Non-Executive Promoter Director, the Board comprises of one Managing Director and two Independent Directors (including one Woman Independent Director).Brief profile of Directors is available at Companyâs website at https:// digikorevfx.com/. The composition of the Board is in conformity with the Act and consists of combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising of Independent Directors as required under the Act.

NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2023-24, the Company held 21 (Twenty-one) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 13th April, 2023, 17th April, 2023, 15th May, 2023, 28th June, 2023, 29th June, 2023, 3rd July, 2023, 20th July, 2023, 28th July, 2023, 29th July, 2023, 31st July, 2023, 21st August, 2023, 23rd August, 2023, 28th August, 2023, 12th September, 2023, 18th September, 2023, 22nd September, 2023, 28th September, 2023, 29th September, 2023, 08th November, 2023, 21st February, 2024 and 28th March, 2024. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

S. NO.	NAME OF THE DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Rameshkumar More	Chairmans. Non-Executive Director	21	19
2	Abhishek Rameshkumar More	Managing Director	21	21
3	Aqueel Mehboob Merchant	Independent Director	15	15
4	Megha Virendra Raval	Independent Director	15	15

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board.

The Independent Directors are entitled for sitting fees for attending meetings of the board/ committees thereof. The Company pays sitting fees of Rs. 50,000/- per meeting to its Independent Directors for attending the meetings of Board and Committees.

Remuneration of the non-executive director consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Non-Executive Director based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

Corporate Governance

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2024 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Abhishek Rameshkumar More (DIN: 00139618) and Mr. Rameshkumar More (DIN: 00140179), Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment. Details of the Directors retiring by rotation and seeking reappointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

S. No.	Board of Directors	DIN	Designation	Date of Appointment/Re-appointment
1	Mr.Abhishek Rameshkumar More	00139618	Managing Director	July 25, 2000(Original Appointment) April 17, 2023 (Appointed as Managing Director)
2	Mr.Rameshkumar More	00140179	Non-Executive Director	April 29, 2011(Original Appointment) July 20, 2023 (Appointed as Non-Executive Director)
3	Mr.Aqueel Mehboob Merchant	08042097	Independent Director	July 20, 2023 (Original Appointment)
4	Ms.Megha Virendra Raval	10241141	Independent Director	July 20, 2023 (Original Appointment)
The Company has the following Key Managerial Personnels:
S. No.	Name of the KMP		Designation	Date of Appointment
1	Ms. Surekha Misal		Appointed as Chief Financial Officers KMP May 22, 2024
2	Mrs. Heny Pahuja		Appointed as Company Secretary & Compliance Officer & KMP ^{August 23,}2023
The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / reappointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.

AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

During the year under review, M/s. Palnitkar & Patwardhan LLP, Chartered Accountants, Pune (FRN: 120946W), has resigned from the position of Statutory Auditors with effect from June 29, 2023 and the casual vacancy created consequent to the resignation was filled by the appointment of M/s. Sharad Shah & Co., Chartered Accountants, (FRN: 109931W) to hold office till the date of conclusion of the ensuing AGM. Subsequently pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. Sharad Shah & Co, Chartered Accountants, (FRN: 109931W)were appointed as Statutory Auditors of the Company shall be valid from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting and that they shall conduct the Statutory Audit for the period ended 31st March, 2024. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s. Sharad Shah & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023- 24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

B. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the company for the period under review.

C. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. MV & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act is annexed as Annexure IV to this report. M/s. MV & Associates, Company Secretaries have been reappointed to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed that they are eligible for the said appointment.

The Secretarial Auditorsâ Report for the Financial year 2023-24 does not contain any qualification, reservation or adverse remark except that certain forms/returns under the Act had been filed belatedly. The delay in filing certain forms in certain instances were due to the technical problems faced by the company while accessing the MCA website to file the forms/ returns. However, the company has filed all applicable forms and returns by paying additional fee wherever applicable and as on the date of this report all the applicable forms/returns are duly filed.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively issued by the Institute of Company Secretaries of India (âICSIâ) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2023-24.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organisation, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorisation in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

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. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2023-24 on sexual harassment

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companyâs operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section, forming part of the Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility (âCSRâ) Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2023-24 in the prescribed format are annexed as Annexure-V.

RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companyâs internal controls over financial reporting was observed.

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companyâs policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https:// digikorevfx.com.

PARTICULARS OF EMPLOYEES

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development

Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter-alia, the ratio of remuneration of Directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure-VI. The details of employee who have received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-VI.

A statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act, read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is kept open for inspection during working hours at the Registered Office of the Company. Any member who is interested in obtaining these, may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

Your Company does not have any Holding, Subsidiary, Joint venture or Associate Company as on March 31, 2024. During the Financial Year under review, there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies.

However, as part of the expansion of the business of the company to overseas market, your company has incorporated a wholly owned subsidiary viz Digikore Visual Effects Inc on October 21, 2023 in Canada. The Company is yet to start its operations.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of subsidiaries and associates in the prescribed format AOC-1 is appended as Annexure-II to the Boardâs report.

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding or Subsidiaries Company as on 31st March 2024. Hence reporting under this clause is not required to be provided

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2024.

CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

COMMITTEES OF THE BOARD

As on March 31, 2024, the company has five Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Corporate Social Responsibility Committee

E) Risk Management Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

A AUDIT COMMITTEE

The Audit Committee was constituted vide Board resolution dated July 20, 2023 pursuant to Section 177 of the Companies Act, 2013. During the Financial Year 2023-24, the Company held 05 (Five) Audit Committee meetings, viz 21st August, 2023, 12th September, 2023, 08th November, 2023 , 21st February, 2024 and 28th March, 2024.

The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members during the financial year 2023-24 are given below:

S. NO.	NAME OF THE DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Aqueel Mehboob Merchant	Chairman	5	5
2	Megha Virendra Raval	Member	5	5
3	Abhishek Rameshkumar More	Member	5	3

*Reconstitution of Audit Committee took place on 12th September, 2023 by appointing Mr. Abhishek Rameshkumar More in the place of Mr. Rohit Rameshkumar More.

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary act as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://digikorevfx.com

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on July 20, 2023. During the Financial Year 2023-24, the Company held 01 (One) Nomination and Remuneration Committee meetings, viz 21st February, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:
S. NO. NAME OF THE DIRECTOR	POST HELD	NO. OF MEETING ENTITLED NO. OF MEETING ATTENDED
1 Aqueel Mehboob Merchant	Chairman	1 1
2 Megha Virendra Raval	Member	1 1
3 Rameshkumar More	Member	1 1

The Company Secretary act as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https:// digikorevfx.com

C STAKEHOLDERSâ RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on July 20, 2023. During the Financial Year 2023-24, the Company held 02 (Two) Stakeholdersâ Relationship Committee meetings, viz 12th September, 2023 and 21st February, 2024

The composition of the Committee and the details of meetings attended by its members are given below:

S. No.	Name of the Director	Designation	Category of Director
1	Rameshkumar More	Chairman	Non- Executive Director
2	Abhishek Rameshkumar More	Member	Managing Director
3	Aqueel Mehboob Merchant	Member	Independent Director

D CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on July 20, 2023, in compliance with Section 135 of the Companies Act 2013. During the Financial Year 2023-24, the Company held 01 (One) Corporate Social Responsibility Committee meetings, viz 08th November, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

S. No.	Name of the Director	Designation	Category of Director
1	Abhishek Rameshkumar More	Chairman	Managing Director
2	Megha Virendra Raval	Member	Independent Director
3	Rameshkumar More	Member	Non- Executive Director

The Company Secretary act as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 135 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://digikorevfx.com

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(l)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companyâs procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https:// digikorevfx.com

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://digikorevfx.com

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 28, 2024 without the presence of Non-Independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, interalia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companyâs code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://digikorevfx.com/.

CODE FOR PREVENTION OF INSIDER-TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following:

a) Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

b) Policy for determination of âlegitimate purposesâ forms part of this Code.

c) Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company http:// www.digikorevfx.com. . All Board members and senior management personnel affirm compliance with the Code of Conduct annually. A declaration signed by the Chairman and Managing Director to this effect is annexed as Annexure-I to this report.

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://digikorevfx. com

REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing, the Company appointed Bigshare Services Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. Details of the RTA are given below

Bigshare Services Private Limited

CIN: U99999MH1994PTC076534

Office no. S6-2, 6th Floor, Pinnacle Business Park,

Next to Ahura Centre, Mahakali Caves Road,

Andheri (East), Mumbai-400 093

LISTING

At present, the equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code-DIGIKORE, ISIN : INE0QJ901011

POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile: vide SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the

total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company

CREDIT RATING

There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 24th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companyâs website at http:// www.digikorevfx.com

INVESTOR GRIEVANCE REDRESSAL

During the financial year 2023-24, there were no complaints received from the investors. The designated email id for Investor complaint is [email protected]

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Mrs. Heny Pahuja, Company Secretary & Compliance Officer

Registered Office: 4th Floor, Lalwani Triumph, Sakore Nagar, Viman Nagar, Pune, Maharashtra, India Phone No. 020-29993999 email: [email protected]

BUSINESS LOCATIONS

As on March 31, 2024, the company has its place of business (Studios) in the following locations PUNE - 4th Floor, Lalwani Triumph, Sakore Nagar, Viman Nagar, Pune, Maharashtra, India ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

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