డైరెక్టర్ల నివేదిక Diksat Transworld Ltd.

Mar 31, 2025

Your directors take pleasure in presenting their Twenty Sixth Annual Report on the Business and Operations of
the Company and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2025 and the previous
financial year ended March 31, 2024 is given below:

Particulars	31-Mar-25	31-Mar-24
Total Income	45396	233987
Less: Expenditure	40214	212805
Profit before Depreciation and tax	5182	21182
Less: Depreciation	4783	11293
Profit before Tax and Extraordinary item	399	9889
Provision for Taxation	(246)	(660)
Extraordinary item	-	-
Profit after Tax and Extraordinary item	645	10549
Other Comprehensive Income	-	-
Total Comprehensive Income	-	-
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	0.02	0.60
(2) Diluted	0.02	0.60

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 45396 Thousand for the year ended March 31, 2025 as against ?
233987 Thousand in the previous year. The Company made a net profit of ? 645 Thousand for the year ended
March 31, 2025 as compared to the net profit of ? 10549 Thousand in the previous year.

3. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of
Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the
company and to conserve resources, the Directors do not recommend any dividend for year ended March 31,
2025

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends
that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to
the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to
IEPF.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only)
divided into 2,50,00,000 (Rupees Two Crore Fifty Lakh Only) equity shares of Rs. 10/- (Rupees Ten Only)

The Paid-up capital of the Company is Rs. 3,18,30,000/- (Rupees Three Crores Eighteen Lakhs Thirteen
Thousand Only) divided into 1,75,42,875 (One Crore Seventy Five Lakhs Forty Two Thousand Eight Hundred
and Seventy Five) Equity shares of Rs. 10/- (Rupees Ten Only).

Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the
Company.

8. CHANGE IN SHARE CAPITAL:

The have been no changes in the share capital of the Company during the period under review.

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing
Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018
(the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as
“Annexure III”.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in nature of business of the Company during the FY under review.

11. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as
intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code
of Conduct of the Company.

12. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

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

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company,
that have occurred between the end of the financial year and the date of this Report.

14. ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2025 is available on the website of the Company at
https://www.diksattransworldlimited.in/about.php#

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured
orientation programme. Presentations are made by Senior Management giving an overview of the operations,
to familiarize the new Directors with the Company''s business operations. The Directors are given an
orientation on the products of the business, group structure and subsidiaries, Board constitution and
procedures, matters reserved for the Board, and the major risks and risk management strategy of the
Company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors,
Non-Executive Directors, and Independent Directors. During the review period and as of the report''s date,
the Board of Directors and Key Managerial Personnel remained unchanged.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mrs. Meenakshi Yadav, Whole Time Director of the Company, retires by rotation and offers
himself for re- appointment.

The brief resume of Mrs. Meenakshi Yadav, the nature of his expertise in specific functional areas, names
of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure -
A to the notice of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies
Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there has been no change in the circumstances, which may affect their status as
Independent Director during the year.

The Independent Directors met on 25th March, 2025, without the attendance of Non-Independent Directors
and members of the Management. The Independent Directors reviewed the performance of Non¬
Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking
into account the views of Executive Directors and Non-Executive Directors and assessed 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.

iv. Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

a) Mr. K.Rajasekaran (Chief Financial Officer)

b) Mr. Gunaseelan Rangabhasiyan (Whole-time director) (upto May 02, 2025)

c) Mrs. Meenakshi Yadav (Whole-time director)

d) Mr. Muthukumar.B (Company Secretary) (upto September 06, 2024)

e) Mrs. Heena Bedi (Company Secretary) (w.e.f. May 29, 2024)

17. BOARD MEETINGS:

The Company held Five (5) meetings of its Board of Directors during the year on May 27, 2024, July 11,
2024, July 29, 2024, November 14, 2024 and February 11, 2025.

Sr. No.	Name of the director	Board Meeting			Whether attended AGM held on
		Number of Meetings which director was entitled to attend	Number of Meetings attended	% of attendance
					23.09.2024
					(Y/N/NA)
1.	Mr. T.Dhevanathan Yadav	5	5	100%	Y
2.	Mrs. Meenakshi Yadav	5	5	100%	Y
3.	Mr. P. Devasenathipathy	1	1	100%	NA
4.	Mr. Praveen Kumar	5	5	100%	Y
5.	Mr. B. T. Arasa Kumar	5	5	100%	Y
6.	Mr. Ponraj Sathyanarayanan	NA	NA	-	NA
7	Mr. Ulaganathan	NA	NA	-	NA

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted under the Chairmanship of
Mr. Praveen kumar Baskar. During the year committee met Three (3) times the. After with full attendance of all
the members. The composition of the Audit Committee as at March 31, 2025 and details of the Members
participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			27.05.2024	11.07.2024	14.11.2024
Mr. Praveen kumar Baskar	Non¬ Executive - Independent Director	Chairman	Yes	Yes	Yes
Mr. B. T. Arasa Kumar	Non¬ Executive - Independent Director	Member	Yes	Yes	Yes
Mr. T.Dhevanathan Yadav	Executive Director	Member	Yes	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s
Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon
before submission to the Board for approval. This would, inter alia, include reviewing changes in the
accounting policies and reasons for the same, major accounting estimates based on exercise of judgement
by the Management, significant adjustments made in the Financial Statements and / or recommendation,
if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s
accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and
possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The
Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted
under the Chairmanship of Mrs. Meenakshi Yadav. During the year, the committee met two time with full
attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31,
2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on 27.05.2024	Attendance at the Remuneration Committee held on 11.02.2025
Mrs. Meenakshi Yadav	Director	Chairman	Yes	NA
Mr. Ulagananthan	Non- Executive Director	Chairman	NA	Yes
Mr. B. T. Arasa Kumar	Non- Executive Independent Director	Member	Yes	Yes
Mr. Praveen Kumar Baskar	Non- Executive Independent Director	Member	Yes	Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the
following:

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

• For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified in
such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• 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 of directors their appointment and
removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working
under Chairmanship of Mr. Praveen Kumar Baskar. The Committee is governed by a Charter, which is in line
with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one
time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at
March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders’ Relationship Committee held on 27.05.2024
Mr. Praveen Kumar Baskar	Non- Executive Independent Director	Chairperson	Yes
Mr. B. T. Arasa Kumar	Non- Executive Independent Director	Member	Yes
Mrs. Meenakshi Yadav	Whole Time Director	Member	Yes

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company

had no share transfers pending as on March 31, 2025.

Ms. Heena Bedi, Company Secretary and Compliance Officer of the Company.

19. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and Individual

Directors. The entire Board carried out performance evaluation of each Independent Director excluding the

Independent Director being evaluated. The evaluation was done after taking into consideration inputs received

from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees

were mainly based on Disclosure of Information, Key functions of the Board and Committees,
Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including
the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time
and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors,
Chairman of the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act
2013 and rules framed there under for the year ended 31^st March 2025. Therefore, the provisions of Corporate
Social Responsibility are not applicable to the Company during the period.

21. AUDITORS:

i. Statutory Auditors:

The Board has appointed M/s DPV & Associates., (FRN:0116885) Chartered Accountants as the statutory
auditors of the Company for 1st term of five consecutive years, from the conclusion of 23^rd Annual General
Meeting till the conclusion of the 28th Annual General Meeting to be held in the year 2027, as approved by
shareholders of the Company

ii. Secretarial Auditor:

The company is listed under the SME category which is exempted under the provisions of SEBI (LODR)
2015.

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the
Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the
applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act,
2013, are not applicable to the Company.

iv. Internal Auditor:

The Board of Director’s, based on the recommendation of the Audit Committee and pursuant to the provisions
of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has Internal Auditors. The Internal
Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit
Committee and Board.

22. AUDITOR’S REPORT:

The Statutory Auditor’s Report does not contain any qualifications, reservations or adverse remarks. The
Auditor’s Report and Secretarial Auditor’s Report do not contain any qualifications, reservations, or adverse
remarks impacting on financial or compliance controls. The Report of the Auditors is given as an Annexure,
which forms part of this report.

The Statutory Auditor''s Report does not include any qualifications, reservations, or adverse remarks. The
Reports of the Statutory Auditor and Secretarial Auditor are given as an Annexure, which forms part of this
report.

23. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company
has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide
adequate safeguards against victimization of persons who may use such mechanism. The functioning process
of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms
part of this Annual Report. The said Policy is available on Company’s website at
https://www.diksattransworldlimited.in/about.php#.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has Internal Auditors of the
Company to check the internal controls and functioning of the activities and recommend ways of
improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit
Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by
the Company, work performed by the internal, statutory and secretarial auditors and external consultants and
the reviews performed by management and the relevant board committees, including the audit committee, the
board is of the opinion that the Company’s internal financial controls were adequate and effective during the
financial year 2024-25

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and
business risks involved in its business as part of its risk management policy. Your Company also takes all
efforts to train its employees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

During the period under review, Diksat Transworld Limited was listed on the SME Platform of the BSE
Limited. It has paid the Annual Listing Fees for the year 2025-26 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by
the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings
of the Board of Directors and General Meetings.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available
on its website https://www.diksattransworldlimited.in/about.php#

29. *PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 2,49,600/-

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25:
-10.15%

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 15 including
KMP)

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the
Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of 1,00,00,000 / - per annum during the period
under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014.

30. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are
available on its website https://www.diksattransworldlimited.in/about.php#

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not
energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall
consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is
absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) - Not Applicable.

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable

32. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the
financial statements.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related
parties. Thus Disclosure in form AOC-2 is not required. Further, 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. The details of the

related party transactions as required under Indian Accounting Standard (IND-AS) - 24 are set out in Note to
the financial statements forming part of this Annual Report.

34. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

35. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of
Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading
Code is to set framework, rules and procedures which all concerned persons should follow, while trading in
listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the
Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”)
in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available
on the Company’s website https://www.diksattransworldlimited.in/about.php#

36. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary
course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the
Act. There were no materially significant transactions with the related parties during the FY which were in
conflict with the interest of the Company.

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company’s operations in future.

38. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of
Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to maintaining a productive environment for all its employees at various levels in the
organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on
Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder (“POSH Act”). The policy is
available on website on company https://www.diksattransworldlimited.in/about.php#

The Company has also set up Internal Complaints Committee(s) (‘ICCs’) for each workplace, which is in
compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual
harassment, which has formalized a free and fair enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL

Number of pending complaints as at March 31, 2025

NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its
jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender
sensitization. No pending complaints to be resolved for the financial year under review.

40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave.

41. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as of March 31, 2025.

Male Employees: 10

Female Employees: 3

Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity
for all individuals, regardless of gender.

42. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business
results. With regular communication and sustained efforts, it is ensuring that employees are aligned on
common objectives and have the right information on business evolution.

43. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies
which have listed their specified securities on SME Exchange from compliance with corporate governance
provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the
Company is exempted from compliance with Corporate Governance requirements, and accordingly the
reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not
applicable to the Company.

44. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge
and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period.

iii. They 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.

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

v. They have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended
March 31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated
throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is applicable for the financial year ended March 31, 2025.

46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules
2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory
obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported
in the Annual Return of the company.

47. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis
describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking
statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from
those either expressed or implied in the statement depending on the circumstances.

48. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

49. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received
from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service
by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one
of them.

Registered Office: By Order of The Board of Directors

New No.24 & Old No. 32, 1st Floor, South Mada FOR DIKSAT TRANSWORLD LIMITED

Street, Mylapore, Chennai, Tamil Nadu, 600004

Tel: [phone],

CIN: L63090TN1999PLC041707 ^S,^d/-

Mrs. Meenakshi Yadav

Website: www .diksattransworldlimited.in

Email: [email protected] (Whole

Chennai, Monday, September 08, 2025

---

Mar 31, 2024

The Directors have pleasure in presenting the 24^th Board Report of the Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

Particulars	Standalone	Consolidated	Standalone	Consolidated
	Financial	Financial results	Financial	Financial
	results 2023-24	2023-24	results 2022-23	results 2022-23
Gross Income	2339.88	2339.88	4174.68	4174.68
Profit before Interest and Depreciation	218.79	218.59	310.93	310.49
Finance cost	6.96	6.96	0.78	0.78
Depreciation	112.93	113.00	125.36	126.39
Net Profit/(loss) before Tax	98.90	98.63	184.79	183.32
Tax expenses	(6.59)	(6.60)	(7.75)	(7.75)
Net Profit / (loss) after tax	105.49	105.23	192.54	191.07
Minority interest		(0.09)		(0.52)
Holding company
Balance of profit /(loss) brought forward	105.49	105.32	192.54	191.59
Dividend	Nil	Nil	Nil	Nil
Dividend Tax	Nil	Nil	Nil	Nil
Surplus carried to balance sheet	105.49	105.32	192.54	191.59

Company’s Financial Performance

The turnover for the year under review decreased from Rs. 4174.68 lakhs to Rs.2339.88 lakhs which has decreased of 43.95% on year to year basis. There was increase in advertisement income in 2023-24 comparing to the financial year 2022=23. The company made a profit of Rs. 105.49 lakhs for this financial year comparing to a net profit after taxes of Rs. 192.54 Lakhs. The consolidated financial results is attached as per the provisions of the Companies Act 2013.Your Directors are optimistic of achieving better results in the coming year on improvement of business .

Change In Nature Of Business

Your Company continues to operate in same business segment of Media and entertainment. During the financial year 2023-24, the Company has made profits. The directors decided to not to declare dividend for conserving resources for operations.

Dividend

During the financial year 2023-24, the Company has made profits and it was decided that the profits be maintained to improve the operations for the future period.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

There is no Unclaimed Dividend Amount in the Balance Sheet of the Company as on March 31,2024. Considering the above point there is no question of transferring the amount to the Investor Education And Protection Fund as per the provisions of Section 125(2) of the Companies Act, 2013, does not arise.

Transfer To Reserves

Your Company has not transferred any amount to reserves.

Information About Subsidiary / JV / Associate Company

As on March 31,2024, the company is having a subsidiary M/s Adfarm Private Limited and a statement is attached with this report.

Board of Directors and Key Managerial Personnel:

As per Section 152(6) of the Companies Act, 2013, the following directors retires by rotation and being eligible offers himself for re-appointment as the Director of the Company.

Mr. R.Gunaseelan

The Board of Directors placed on record and wants to have their continued contribution for the growth of the company.

Mr. Devasenathipathy Non executive Non Independent Director resigned from the Board of Directors and the board wishes to place on record the services rendered by the director during the period of his directorship in the company.

Constitution of Board:

The Board of the Company comprises five Directors out of which two are Independent Directors and one women non independent whole time director, two whole time directors (including chairman and managing director). The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company is exempted from requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

Meeting of the Board of Directors

During the Financial Year 2023-24, the Company held 9 meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sl.No	Meetings of the Board of Directors	Board Strength	No. of Directors Present
1	15th April 2023	6	6
2	29th May 2023	6	6
3	13th July 2023	6	6
4	21st September 2023	6	6

5	20h October 2023	6	6
6	10th November 2023	6	6
7	15th February 2024	6	6
8	25th March 2024	6	6

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on 15^th February 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairman of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.diksattransworldlimited.com.The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013. The criteria on which Independent Directors were evaluated was, inter alia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, opinion, judgment, estimate provided on key agenda items, exercise of objective independent judgment on strategy, performance, risk management etc. in the best interest of Company, confirmation of adequacy of internal control on financial reporting, maintenance of confidentiality of information of the Company obtained in capacity of Independent Director, initiative to maintain integrity, ethics and professional conduct, initiative to check conflict of interest and maintenance of independence, adherence to the applicable code of conduct for independent directors, managing relationships with fellow Board members and senior management. The criteria on which Non-Independent Director of the Company were evaluated were interalia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, knowledge of sector where company operates, various directions provided in key decision making of the Company, understanding key risk for the Company and avoidance of risk while executing functional duties, successful negotiations / deals, smooth functioning of business / internal operation, initiative to maintain corporate culture and moral values, commitment, dedication of time, leadership quality, attitude, initiatives and responsibility undertaken, decision making, achievements.

Evaluation of Directors of the Company:

The formal evaluation of Board as whole and Non-Independent Director of the Company and of the Independent Directors of the Company was done at the respective meetings of Independent Director and Board of Directors each held on 15^th February 2024 conflict of interest and

maintenance of independence, adherence to the applicable code of conduct for independent directors, managing relationships with fellow Board members and senior management. The criteria on which Non-Independent Director of the Company were evaluated were inter alia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, knowledge of sector where company operates, various directions provided in key decision making of the Company, understanding key risk for the Company and avoidance of risk while executing functional duties, successful negotiations / deals, smooth functioning of business / internal operation, initiative to maintain corporate culture and moral values, commitment, dedication of time, leadership quality, attitude, initiatives and responsibility undertaken, decision making, achievements.

Information on Directorate:

During the financial year 2023-24, there was no change in the constitution of the Board. Mr. Devasenathipathy resigned from the board of directors which was recorded in the board meeting held on 27^th May 2024. Further, in accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr.R.Gunaseelan retires by rotation at the ensuing annual general meeting. He is being eligible, has offered himself for reappointment as such. The Board of Directors recommends his appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), of the person seeking re-appointment/ appointment as Director are also annexed to the Notice convening the annual general meeting. None of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024 have been made by the Directors.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company is having the following Key Managerial Personnel :

1. Dr. T.Dhevanathan Yadav as Chairman and Managing Director

2. Mrs.Meenakshi Yadav whole time director

3. Mr. Gunaseelan ,Whole Time Director

4. Mr.Muthukumar.B, Company Secretary and Compliance officer

5. Mr.K.Rajasekaran, Chief Financial Officer

Disclosure Of Remuneration:

The information required under section 197 (12) of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as an Annexure I.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Financial Statements of the Company, prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s associate in Form AOC-1 is annexed herewith as Annexure - II (A) for your kind perusal and information.

Transactions with Related Parties:

The Company has not entered into transaction with the company in which our Directors are Interested, which are falling within the purview of Section 188 of the Act, for which requisite approval of Board is taken. However, transaction entered with Companies wherein Directors are interested is at arm’s length basis and in ordinary course of business hence, no approval from the Board or Shareholders is required. Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure II (B) in Form AOC-2 and the same forms part of this report.

Material Changes And Commitments

There have been no material changes and commitments, which is, 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 the report.

Extract Of Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith as Annexure - III for your kind perusal and information.

Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

Auditors And Report Thereon:

M/s DPV & Associates (FRN:0116885 ), Chartered Accountants, Chennai were appointed by the shareholders in their meeting held on 1^st September 2022 for a period of five years

The Auditors’ Report on the accounts of the Company for the accounting year ended March 31, 2024 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

The company is listed under the SME category which is exempted under the provisions of SEBI (LODR) 2015.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of para C, D and E of schedule V as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is required. However, our company has adhered to corporate governance by having optimum combination of independent directors and executive directors on Board of our Company.

Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013

Not applicable

Clarification for auditors qualifications in the Auditors report

1. In Annexure B- vii of the auditors report the statutory auditor had made a comment that there is a contingent liability with respect to service tax an amount of Rs.801.04 lakhs relating to the financial years 2008-09 to 2012-13:

The Board reviewed the comment and giving the following clarification :

The company received show cause notices from the Service tax department for the following:

1. The company is making payment of taxes and filing returns for the media and broadcasting services .

2. The company is also in the field of paper publishing which is an exempted service from the service tax purview.

3. The department called for documents and the details were furnished to the department. The service tax department taken a view that details and auditors certificate is not adequate to conclude that publishing newspaper is not an exempted service. The matter was also taken up by the Principal commissioner of CGST and Central Excise. The Principal Commissioner passed an order after taking into account of the company’s view and documents and the Departmental official and concluded the decision as follows as per the order dated 30th March 2022:

a) The company’s documents , details and the chartered accountant certificate is not adequate to conclude that the company is engaged in the exempted service of publishing of newspapers.

b) The order gave references of the case laws and the department maintained that the documents is not adequate for the exempted service.

4. The company is confidant of proving that it is an exempted service and the company is in discussion with the advocates for filing an appeal with the Central Excise and service Tax Tribunal. The amount involved in the dispute is given below:

a) Service Tax liability of Rs. 4,16,70,350/- (Rupees four crores sixteen lakhs and seventy thousand and three hundred and fifty only).

b) The company can adjust the service tax amount of Rs.32,46,349/- (Rupees thirty two lakhs and forty six thousand and three and forty nine only) which was deposited under the VCES sscheme

c) Demand of interest on the service tax payable by the company upto the date of payment

d) Penalty of Rs.4,16,70,350/-(Rupees four crores sixteen lakhs and seventy thousand and three hundred and fifty only).

e) A penalty of Rs.10,000/- under section 77 of the Finance Act 1994

2. The auditors have qualified that there is no audit trial we would like to clarify that there is no changes in the entries or documents of the company after making entries. However the company is implementing the updates in the accounting software to suit the audit standards.

Disclosure under the Sexual Harassment of women at workplace (prevention, prohibition, and redressal) Act 2013:

An Internal complaints committee (ICC) is set up to redress complaints received regarding the sexual harassment and discrimination at work place. During the year ended March 31,2024 the ICC has received no complaints pertaining to sexual harassment /discrimination at work place.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure V of Board’s Report.

A. Conservation of Energy:*CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

i) Steps taken / impact on conservation of energy: N.A.

ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

iii) Capital investment on energy conservation equipment: NIL

* Your Company is in Business of Media and entertainment.

B. Technology Absorption:*

i) The efforts made towards technology absorption; N.A.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

* Your Company is in Business of Media and entertainment and the technology absorption is regularly being adopted.

C. Foreign exchange earnings and Outgo (Amount in Rs.)

There is no Foreign Exchange earned in terms of actual inflows.

The foreign exchange outflow during the year is given below:

Particulars	2023-24	2022-23
	(Amount in Rupees)
CIF value of Imports	Nil	Nil
Directors travel	1,82,000	3,30,242
Earnings	15,863	1,75,441

Public Deposits:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024

Corporate Social Responsibility

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A

detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Nomination And Remuneration Policy

In terms of Section 178(3) of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy on Director’s, Key Managerial Personnel and Senior Management Employee’s appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters was formulated and recommended by the Nomination and Remuneration Committee and adopted by the Board of Directors and it is followed by the company.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

General Disclosures

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

---

Mar 31, 2018

DIRECTOR’S REPORT DIKSAT TRANSWORLD LIMITED

To

The Members

Diksat Transworld Limited

The Directors have pleasure in presenting the 19^th Board Report of the Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended March 31, 2018

FINANCIAL HIGHLIGHTS

Particulars	2017-18	2016-17
Gross Income	1197.50	974.56
Profit before Interest and Depreciation	236.10	130.77
Finance cost	7.89	6.92
Depreciation	96.12	83.67
Net Profit/(loss) before Tax	132.09	40.18
Tax expenses	(52.53)	17.88
Net Profit / (loss) after tax	79.56	22.30
Balance of profit /(loss) brought forward	(73.77)	(96.07)
Dividend	Nil	Nil
Dividend Tax	Nil	Nil
Surplus carried to balance sheet	..5.79	(73.77)

Company’s Financial Performance

Our company made a gross revenue increase from Rs.974.56 Crores to Rs 1197.49. crores. An increase of 22.88% as compared to the previous year. The increase in revenue accounted due to business development activities. The profit earned after tax is Rs. 79.56 Lacs as compared to previous financial year profit after tax of Rs. 22.30 Lacs increase due to better mix of business activities.. Your Directors are optimistic of achieving better results in the coming year

Change In Nature Of Business

Your Company continues to operate in same business segment of Media and entertainment. During the financial year 2017-18, the Company has made Profit, However the directors decided to conserve resources for maintaining the same as reserves and adjustment of debit balance of the profit and loss account. So your Directors decided not to declare any dividend for the financial year 2017-18 (Previous Year - Nil).

Events occurring after the date of Balance sheet

The company has acquired the business of M/s Adfarm Private Limited by way of the following:

a) The company has acquired 51% of the shareholding of M/s Adfarm Private Limited for a purchase consideration of Rs. 354.96 lakhs. The shares are to be transferred from Mr. Krishnan Naranapatty to M/s Diksat Transworld Limted.

b) Of the purchase consideration of Rs. 354.96 lakhs , Rs. 25.00 lakhs will be paid by cash to Mr.Krishnan Naranapatty and the balance amount of Rs. 329.96 lakhs is to be issued by way of 3,29,960 shares at a price of Rs.100/- per share to Mr.Krishnan Naranapatty.

The issue of shares of Rs. 329.96 lakhs to Mr. Krishnan Naranapatty will be preferential issue. The board approved the acquisition of business on 10^th April 2018 and the shareholders of the company approved for issue of shares by preferential issue to Mr.Krishnan Naranapatty at their Extraordinary General Meeting held on 24^th May 2018.

Dividend

During the financial year 2017-18, the Company has marginal profit considering the business requirements and debit balance of profit and loss account the directors have decided to conserve the resources for the company (Previous Year - Nil).

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

There is no any Unclaimed Dividend Amount in the Balance Sheet of the Company as on March 31 ,2018. Considering the above point there is no Question of transferring the amount in the Investor Education And Protection Fund as per the provisions of Section 125(2) of the Companies Act, 2013, does not arise.

Transfer To Reserves

Your Company has not transferred any amount to reserves.

Information About Subsidiary / JV / Associate Company

As on March 31, 2018, there is no subsidiary or JV or associate Company. A statement of "Nil " Is attached with this report.

Board of Directors and Key Managerial Personnel:

As per Section 152(6) of the Companies Act, 2013, the following directors retires by rotation and being eligible offers himself for re-appointment as the Director of the Company.

a) Mr. R.Gunaseelan Rangabhasin

b) Mr. T.Thiyaharajhan

The Board of Directors placed on record and wants to have their continued contribution for the growth of the company.

Constitution of Board:

The Board of the Company comprises Six Directors out of which two are Independent Directors (including one women director), three whole time directors and one non-executive Directors. The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company is exempted from requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

Meeting of the Board of Directors

During the Financial Year 2017-18, the Company held 6 meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sl.No	Meetings of the Board of Directors	Board Strength	No. of Directors Present
1	21-04-2017	6	6
2	29-05-2017	6	6
3	21-08-2017	6	6
4	03-11-2017	6	6
5	14-11-2017	6	6
6	12-02-2018	6	6

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on 5^th February 2018 to review the performance of Non-Independent Directors and Board as whole and performance of Chairman of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.wintvindia.com.The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013. The criteria on which Independent Directors were evaluated was, inter alia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, opinion, judgment, estimate provided on key agenda items, exercise of objective independent judgment on strategy, performance, risk management etc. in the best interest of Company, confirmation of adequacy of internal control on financial reporting, maintenance of confidentiality of information of the Company obtained in capacity of Independent Director, initiative to maintain integrity, ethics and professional conduct, initiative to check conflict of interest and maintenance of independence, adherence to the applicable code of conduct for independent directors, managing relationships with fellow Board members and senior management. The criteria on which Non-Independent Director of the Company were evaluated were interalia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, knowledge of sector where company operates, various directions provided in key decision making of the Company, understanding key risk for the Company and avoidance of risk while executing functional duties, successful negotiations / deals, smooth functioning of business / internal operation, initiative to maintain corporate culture and moral values, commitment, dedication of time, leadership quality, attitude, initiatives and responsibility undertaken, decision making, achievements.

Evaluation of Directors of the Company:

The formal evaluation of Board as whole and Non-Independent Director of the Company and of the Independent Directors of the Company was done at the respective meetings of Independent Director and Board of Directors each held on 5^th February 2018 conflict of interest and maintenance of independence, adherence to the applicable code of conduct for independent directors, managing relationships with fellow Board members and senior management. The criteria on which Non-Independent Director of the Company were evaluated were inter alia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, knowledge of sector where company operates, various directions provided in key decision making of the Company, understanding key risk for the Company and avoidance of risk while executing functional duties, successful negotiations / deals, smooth functioning of business / internal operation, initiative to maintain corporate culture and moral values, commitment, dedication of time, leadership quality, attitude, initiatives and responsibility undertaken, decision making, achievements.

Information on Directorate:

During the financial year 2017-18, there was no change in the constitution of the Board.

Further, in accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr.R.Gunaseelan Rangabhasin and Mr.T.Thiyaharajhan, retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for reappointment as such. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), of the person seeking re-appointment/ appointment as Director are also annexed to the Notice convening the annual general meeting. None of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2017 have been made by the Directors.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company is having the following Key Managerial Personnel :

1. Dr. T.Dhevanathan Yadav as Chairman and Managing Director

2. Mr. T.Thiyagarajan Whole Time Director

3. Mr. Gunaseelan Rangabhasiyan, whole time Director

4. Mr.Muthukumar.B , Company Secretary and Compliance officer

5. Mr.K.Rajasekaran, Chief Financial Officer

Disclosure Of Remuneration:

The information required under section 197 (12) of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as an Annexure I.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Financial Statements of the Company, prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s associate in Form AOC-1 is annexed herewith as Annexure - II (A) for your kind perusal and information.

Transactions with Related Parties:

The Company has entered into transaction with the company in which our Directors are Interested, which are falling within the purview of Section 188 of the Act, for which requisite approval of Board is taken. However, transaction entered with Companies wherein Directors are interested is at arm’s length basis and in ordinary course of business hence, no approval from the Board or Shareholders is required. Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure II (B) in Form AOC-2 and the same forms part of this report.

Material Changes And Commitments

There have been no material changes and commitments, which is, 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 the report.

Extract Of Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith as Annexure - III for your kind perusal and information.

Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

Auditors And Report Thereon:

M/s DPV & Associates (FRN:011688S ), Chartered Accountants, Chennai were appointed by the shareholders in their meeting held on 29^thSeptember 2017 for a period of five years however the appointment of auditors to be ratified in the ensuing Annual General Meeting. The Company has received a certificate from M/s DPV & Associates (FRN:011688S) confirming their eligibility for appointment as auditor to the effect that the appointment if made, would be within prescribed limits under Section 139 of the Companies Act 2013.

The Board of Director of your Company recommends for the ratification of their appointment for a period of one year from the conclusion of 19^th Annual General Meeting (AGM) till the conclusion of 20^th Annual General Meeting (AGM).

The Auditors’ Report on the accounts of the Company for the accounting year ended March 31, 2018 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s.A.Satheesh Kumar & Associates, Company Secretaries, Chennai to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No.

MR-3 has been enclosed as Annexure.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of para C, D and E of schedule V as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is not required. However, our company has adhered to corporate governance by having optimum combination of independent directors and executive directors on Board of our Company.

Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013 Loans to Group companies and loan to Associates is within the permissible limit of lending as per the provisions of the companies Act 2013. The company is taking steps to make use of the companies for business development of the media industry in terms of film shooting and other required activities relating to the business of the company.

The company is positive of recovering the money from the Group companies as applicable.

Explanation on Comments by Auditor in his Report:

Comment by Auditor:

According to the information and explanations given to us, there are transactions of granting loans to companies/firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013without stipulation as to the repayment of principal and interest.

a) In the light of above, we do not comment on terms and conditions of grant of such loans.

b) In the light of above, we do not comment on repayment of the principal amount and interest.

c) In the light of above, we do not comment on the reasonable steps have been taken by the company for recovery of the principal and interest.

Explanation on Auditor''s Comment:

Board''s reply

The company is in process of diversification plans. To have studio maintenance for the company and to achieve Business continuity plans the company has given amounts to the group companies to establish infrastructure for the benefit of the company.

The company has granted loan to its associates and invested amount within the limits prescribed limit. The company has passed the resolution under section 186(2) and approved by shareholders in the extra ordinary general meeting held on December , 2015, It is within the limits of the powers given under the Companies Act 2013.

Disclosure under the Sexual Harassment of women at workplace (prevention, prohibition, and redressal) Act 2013:

An Internal complaints committee (ICC) is set up to redress complaints received regarding the sexual harassment and discrimination at work place. During the year ended March 31,2018 the ICC has received no complaints pertaining to sexual harassment /discrimination at work place.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure V of Board’s Report.

A. Conservation of Energy:*

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

i) Steps taken / impact on conservation of energy: N.A.

ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

iii) Capital investment on energy conservation equipment: NIL

* Your Company is in Business of Media and entertainment.

B. Technology Absorption:*

i) The efforts made towards technology absorption; N.A.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

* Your Company is in Business of Media and entertainment the technology absorption.

C. Foreign exchange earnings and Outgo (Amount in Rs.)

There is no Foreign Exchange earned in terms of actual inflows.

The foreign exchange outflow during the year is given below:

Particulars	2017-18	2016-17
CIF value of Imports	9,86,529	Nil
Directors travel	6,45,760	6,08,788

Public Deposits:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2018

Corporate Social Responsibility

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Nomination And Remuneration Policy

In terms of Section 178(3) of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy on Director’s, Key Managerial Personnel and Senior Management Employee’s appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters was formulated and recommended by the Nomination and Remuneration Committee and adopted by the Board of Directors and it is followed by the company.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

General Disclosures

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

For and on behalf of Board of Directors

DIKSAT TRANSWORLD LIMITED

Dr. T.Dhevanathan Yadav

Chairman and Managing Director

(DIN: 01431689 )

Date: May 29.2018

Place: CHENNAI