డైరెక్టర్ల నివేదిక Net Pix Shorts Digital Media Ltd.

Mar 31, 2025

Your directors take pleasure in presenting their 6^th Annual Report on the Business and Operations of the Company and the Accounts for the Financial Y ear 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, 2025 is given below:

(Amount in Lakhs)
Particulars	31st March, 2025	31st March, 2024
Total Income	47.31	52.49
Less: Expenditure	54.40	47.31
Profit (Loss) Before Tax	(7.09)	5.18
Prior year adjustments	0.02	0.00
Provision for Current Tax	0.00	0.00
Provision for Deferred Tax	(3.34)	1.27
Net Loss / Profit after Tax	(3.77)	3.91
Earnings Per Share (FV of Rs. 10/- per share)
1. Basic	(0.12)	0.12
2. Diluted	(0.12)	0.12

2. REVIEW OF OPERATIONS:

The Company has incurred loss of Rs. 3.77 Lakhs only after providing for tax as compare to the profit of Rs. 3.91 Lakhs in the previous year.

3. CASH FLOW AND STANDALONE FINANCIAL 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) (D) 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 Board of Directors ’ do not recommend any dividend for the year under review due to retain the profit for business Growth. Further Board of Directors will also ensure you for more better performance and good result in the near future of the Company.

6. SHARE CAPITAL:

The authorized share capital of the company is Rs. 3,35,00,000/- divided into 33,50,000 equity shares of Rs. 10/-. The Paid-up capital of the Company is Rs. 3,20,00,600/- divided into 32,00,060 Equity shares of Rs. 10/-

M/s Cameo Corporate Services Limited is Registrar and Transfer Agent of the Company.7. 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") is attached as Annexure - II.

8. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

9. DISCLOSURES BY DIRECTORS:

The Board of Directors have 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.

10. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

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

11. MATERIAL CHANGES AND COMMITMENTS:

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

12. CHANGE IN SHARE CAPITAL:

There is no change in Share Capital for year ended March 31, 2025.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:Details of all Directors/KMP has been mentioned below:

Sr. No.	Date of Appointment	Name of Director	Changes
1	04/09/2025	Danish Zakaria Aghadi* (DIN-05017846)	Managing Director
2	20/06/2019	Nazish Imran Furniturewala (DIN-08294240)	Chief Financial Officer & Director
3	04/09/2025	Sony Adhya Pandey* (DIN-08608227)	Non-Executive Independent Director
4	27/08/2020	Rahul Kishor Dayama* (DIN-07906447)	Non-Executive Independent Director
5.	14/11/2024	Vijay Anant Chavan $ (DIN-,10806293)	Additional Non-Executive Independent Director

6	20/01/2023	Mr. Pradeep Pandey	Non-Executive Independent Director
		(DIN-09244493)

* Rahul Kishor Dayama has resigned from the post of Non-Executive Independent Director w.e.f. 13 ^th November, 2024.

* Danish Zakaria Aghadi has been re-appointed as Managing Director of Company w.e.f. 04^th September, 2025.

* Sony Adhya Pandey has been re-appointed as Non-Executive Independent Director of Company w.e.f. 04^th September, 2025.

$ Vijay Anant Chavan has appointed as Additional Non-Executive Independent Director w.e.f. 14^th November, 2024.

(b) Committees of Board of Directors:

Sr. No.	Committee	Director Name
1	Audit Committee	Mr. Vijay Anant Chavan - Non-Executive Independent Director- Chairman
		Ms. Sony Pandey- Non-Executive Independent Director - Member
		Mr. Danish Zakaria Aghadi - Managing Director -Member
2	Nomination & Remuneration Committee	Mr. Vijay Anant Chavan - Non-Executive Independent Director - Chairman
		Ms. Sony Pandey - Non-Executive Independent Director - Member
		Ms. Nazish Furniturewala - Executive Director - Member
3	Stakeholder Relationship Committee	Ms. Sony Pandey- Non-Executive Independent Director - Chairman
		Ms. Nazish Furniturewala - Executive Director - Member
		Mr. Danish Zakaria Aghadi - Managing Director - Member

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

(d) 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, 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.

14. BOARD MEETINGS:

The Company held Four meetings of its Board of Directors during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requirement of the said Act.

15. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Vijay Anant Chavan	Chairman
2.	Sony Adhya Pandey	Member
3.	Danish Zakaria Aghadi	Member

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the Board. Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

During the year under review, the Company held 4 (Four) Audit Committee meetings.

The Company Secretary acts as the secretary to the Committee.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:
Sr. No.	Name	Designation
1.	Mr. Vijay Anant Chavan	Chairman
2.	Ms. Sony Adhya Pandey	Member
3.	Ms. Nazish Furniturewala	Member

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 1 (One) Nomination and Remuneration Committee meetings.

The Company Secretary acts as the secretary to the Committee.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:
Sr. No.	Name	Designation
1.	Ms. Sony Adhya Pandey	Chairman
2.	Ms. Nazish Furniturewala	Member
3.	Mr. Danish Zakaria Aghadi	Member

Meeting of Stakeholder’s Relationship Committee and Relevant Quorum:

The Stakeholder’s Relationship Committee shall meet once in a year. The quorum for a meeting of theStakeholder’s Relationship Committee shall be two members present.

Dring the year under review, the Company held 1 (one) Stakeholders Relationship Committee meeting.

The Company Secretary acts as the secretary to the Committee.

16. BOARD 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 Nomination Remuneration Committee also carried out evaluation of every director’s performance.

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.

17. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. AUDITORS:

i. Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and as per recommendation of Audit Committee and approval of the Board of Director in their meetings, M/s. B. L. Dasharda & Associates, Chartered Accountants (Firm Registration No. 112615W) has been appointed as Statutory Auditor of Company for the period of 5 years i.e. from F.Y. 2020-21 to 2024-25.

Further the board of directors in the Board Meeting held on September 04, 2025 has approved the reappointment of M/s. B. L. Dasharda & Associates, Chartered Accountants (Firm Registration No. 112615W) as Statutory Auditor of Company for the period of 5 years i.e. from financial year 2025-26 to 2029-30, subject to approval of shareholders in ensuing General Meeting.

Further there is no qualifications, reservations or adverse remarks made by the Statutory Auditor of Company in their Audit Report for the year under review.

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Pimple & Associates, a firm of Company Secretaries in Practice (CP No. 21773), to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as “Annexure III’.

iii. Cost Auditor:

Your Company is principally engaged into to carry on in India or elsewhere the business to produce, promote, project, participate, prepare, develop, shoot, expose, edit, exhibit, make, remake, mix, remix, display. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, 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 appointed M/s SM Bhat & Associates, Chartered Accountants (FRN: 131347W) as the Internal Auditors of your Company for the financial year 2024-2025. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

19. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure which forms part of this report.

20. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established.

21. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with read with rules made there under, the Board has appointed M/s. SM Bhat & Associates, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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.

22. 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.

23. LISTING WITH STOCK EXCHANGES:

Net Pix Shorts Digital Media Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

25. 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 www.netpixshorts.com

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN 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.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. 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.	Details of foreign Exchange Earnings and Outgo.		(Rs. In Lakhs)
Sr. No.	Particulars	Current Year 2024-25	Previous Year 2023-24
1	Earning in Foreign Exchange:
	Hosting Charges received in (in lakhs)	0.09	0.17
2	Expenditure in Foreign Currency:
(a)	CIF value of Imports	-	-

(b)

Other Expenditure

-

-

27. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. Thus, Disclosure in form AOC-2. Further, during the year, the Company had 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. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Accounting Standard (AS) - 18 are set out in Note to the financial statements forming part of this Annual Report.

29. 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.

30. DEPOSITS:

Your Company did accept / hold any deposits from public / shareholders / (Inter Corporate Deposits) during the year under review.

31. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Act during the F.Y. 2024-25 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 F.Y which were in conflict with the interest of the Company.

The particulars of the contracts or arrangements entered by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure - I.

32. 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.

33. 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.

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

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 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

35. 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.

36. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining 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 is provided in this Report as Annexure IV which forms part of this Report.

37. 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.

38. 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:

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

i. 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.

ii. 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.

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

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

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

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.

39. GREEN INITIATIVE:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company’s website https://netpixshorts.com/

40. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, 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.

41. 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.

---

Mar 31, 2024

Your directors take pleasure in presenting their 5^th Annual Report on the Business and Operations of the
Company and the Accounts for the Financial Year ended 31^st March, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

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

Particulars	31st March, 2024	31st March, 2023
Total Income	52,48,572	57,97,139
Less: Expenditure	(47,30,452)	(64,85,706)
Profit (Loss) Before Tax	5,18,119	(6,88,567)
Prior year adjustments	0.00	0.00
Provision for Current Tax	0.00	0.00
Provision for Deferred Tax	1,26,625	(3,35,794)
Net Loss / Profit after Tax	3,91,494	(3,52,773)
Earnings Per Share (FV of Rs. 10/- per share)
1. Basic	0.12	(0.11)
2. Diluted	0.12	(0.11)

2. REVIEW OF OPERATIONS:

The Company has incurred profit of Rs. 3,91,494/- after providing for tax as against loss of Rs. (3,52,773)
in the previous year.

3. CASH FLOW AND STANDALONE FINANCIAL 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) (D) 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 Board of Directors’ do not recommend any dividend for the year under review due to retain the
profit for business Growth. Further Board of Directors will also ensure you for more better
performance and good result in the near future of the Company.

6. SHARE CAPITAL:

The authorized share capital of the company is Rs. 3,35,00,000/- divided into 33,50,000 equity shares
of Rs. 10/-

The Paid-up capital of the Company is Rs. 3,20,00,600/- divided into 32,00,060 Equity shares of Rs.
10/-

M/s Cameo Corporate Services Limited is Registrar and Transfer Agent of the Company.

7. 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 attached as Annexure - II.

8. CHANGE IN NATURE OF BUSINESS, IF ANY:

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

9. DISCLOSURES BY DIRECTORS:

The Board of Directors have 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.

10. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

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

11. MATERIAL CHANGES AND COMMITMENTS:

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

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014 an extract of annual return in MGT 9 as a part of this
Annual Report.

The Company has a website www.netpixshorts.com. Hence the Annual Return referred to in
Section 92 (3) of the Companies Act, 2013 in Form MGT 9 & Form MGT-7 are uploaded.

13. CHANGE IN SHARE CAPITAL:

There is no changed in Share Capital for year ended March 31, 2024.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Details of all Directors/KMP has been mentioned below:

Sr.

Date

of

Name of Director

Changes

No.	Appointment
1	20/06/2019	Danish Zakaria Aghadi (DIN-05017846)	Managing Director
2	20/06/2019	Nazish Imran Furniturewala (DIN-08294240)	Chief Financial Officer & Director
3	11/11/2019	Sony Adhya Pandey (DIN-08608227)	Non-Executive Independent Director
4	27/08/2020	Rahul Kishor Dayama (DIN-07906447)	Non-Executive Independent Director
5	20/01/2023	Mr. Pradeep Pandey (DIN-09244493)	Non-Executive Independent Director
6	10/06/2022	Ms. Saloni Kachhwaha	Resigned on 09/12/2023 from the post of Company Secretary and Compliance Officer of the Company.
7	09/12/2023	Ms. Anamika Sinha Roy	Appointed as a Company Secretary and Compliance Officer of the Company.

(b) Committees of Board of Directors:

Sr. No.	Committee	Director Name
1	Audit Committee	Mr. Rahul Dayama - Non-Executive Independent Director-Chairman
		Ms. Sony Pandey- Non-Executive Independent Director - Member
		Mr. Danish Zakaria Aghadi - Managing Director - Member
2	Nomination & Remuneration Committee	Mr. Rahul Dayama - Non-Executive Independent Director - Chairman
		Ms. Sony Pandey - Non-Executive Independent Director - Member
		Ms. Nazish Furniturewala - Executive Director - Member
3	Stakeholder Relationship Committee	Ms. Sony Pandey- Non-Executive Independent Director - Chairman
		Ms. Nazish Furniturewala - Executive Director - Member
		Mr. Danish Zakaria Aghadi - Managing Director - Member

The Company Secretary of our Company acts as the Secretary to the Committee.

(c) Retirement by Rotation of the Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of
the Company, Nazish Imran Furniturewala, Director of the Company, retires by rotation and offers
herself for re- appointment.

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

(d) 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, 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.

15. BOARD MEETINGS:

The Company held Six meetings of its Board of Directors during the year on 22/05/2023,
05/09/2023, 30/09/2023, 12/10/2023, 11/11/2023, 09/12/2023, 22/03/2024.

16. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under
Chairmanship of Mr. Rahul Dayama. During the year, the committee met four times with full
attendance of all the members. The composition of the Audit Committee as at March 31, 2024 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
			22/05/2023	05/09/2023	11/11/2023	22/03/2024
Mr. Rahul Dayama	Non¬ Executive Independent Director	Chairman	Yes	Yes	Yes	Yes
Ms. Sony Pandey	Non¬ Executive Independent Director	Member	Yes	Yes	Yes	Yes
Mr. Danish Zakaria Aghadi	Managing Director	Member	Yes	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, 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,
continued working under Chairmanship of Mr. Rahul Dayama During the year, the committee met
one times with full attendance of all the members. The composition of the Nomination and
Remuneration Committee as at March 31, 2024 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 09/12/2023
Mr. Rahul Dayama	Non-Executive Independent Director	Chairman	Yes
Ms. Sony Pandey	Non-Executive Independent Director	Member	Yes
Ms. Nazish Furniturewala	Executive Director	Member	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:

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based
on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior
Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key
Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on
certain criteria as approved by the Board.

The Company has formulated a Remuneration Policy as disclosed on the Company website.

(c) Stakeholders’ Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013,
continued working under Chairmanship of Ms. Sony Pandey. During the year, the committee met
one times with full attendance of all the members. The composition of the Stakeholders
Relationship Committee as at March 31, 2024 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 22/03/2024
Ms. Sony Pandey	Non-Executive Independent Director	Chairman	Yes
Ms. Nazish Furniturewala	Executive Director	Member	Yes
Mr. Danish Zakaria Aghadi	Managing Director	Member	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:

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the
Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced
or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share
certificates / certificates relating to other securities;

• issue and allot right shares / bonus share pursuant to a Rights Issue / Bonus Issue made by the
Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees’ Stock Option Scheme(s), if
any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be
required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters
incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of
declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholder’s grievances;

• all other matters incidental or related to shares, debenture

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, 2024.

Ms. Anamika Sinha Roy, Company Secretary of the Company is the Compliance Officer.

17. BOARD 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 Nomination Remuneration
Committee also carried out evaluation of every director’s performance.

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.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act
and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not
applicable to the Company.

19. AUDITORS:

i. Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors)
Rules, 2014 and as per recommendation of Audit Committee and approval of the Board of Director
in their meetings, M/s. B. L. Dasharda & Associates, Chartered Accountants (Firm Registration
No. 112615W) has been appointed as Statutory Auditor of Company for the period of 5 years i.e.
from F.Y. 2020-21 to 2024-25.

Further there is no qualifications, reservations or adverse remarks made by the Statutory Auditor of
Company in their Audit Report for the year under review.

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Pimple & Associates, a firm of Company Secretaries in Practice (CP No. 21773), to
undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report
for F.Y. 202-24 is annexed herewith as “Annexure III’.

iii. Cost Auditor:

Your Company is principally engaged into to carry on in India or elsewhere the business to
produce, promote, project, participate, prepare, develop, shoot, expose, edit, exhibit, make, remake,
mix, remix, display. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the
Company.

iv. Internal Auditor:

The Board of Directors, 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 M/s SM
Bhat & Associates, Chartered Accountants (FRN: 131347W) as the Internal Auditors of your
Company for the financial year 2023-2024. The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board from me
to me.

20. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications,
reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure which
forms part of this report.

21. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil
Mechanism for Directors and Employees to report genuine concerns has been established.

22. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with read with rules made there under, the Board has
appointed S M BHAT, as an Internal Auditors of the Company to check the internal controls and
functioning of the activities and recommend ways of improvement. The Internal Financial Controls
with reference to financial statements as designed and implemented by the Company are adequate.
The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee
Meeting and the Board Meeting for their consideration and direction.

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.

23. 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.

24. LISTING WITH STOCK EXCHANGES:

Net Pix Shorts Digital Media Limited is listed on the SME Platform of the BSE Limited. It has
paid the Annual Listing Fees for the year 2023-24 to BSE Limited.

25. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2
on Meetings of the Board of Directors and General Meetings respectively.

26. 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 http:// www.netpixshorts.com

27. 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.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. 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. Details of foreign Exchange Earnings and Outgo.

Sr.	Particulars	Current Year	Previous Year
No.		2023-24	2022-23

1	Earning in Foreign Exchange:
	Hosting Charges received in (in lakhs)	0.17	0.67
2	Expenditure in Foreign Currency:
(a)	CIF value of Imports	-
(b)	Other Expenditure	-

28. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm’s length basis. Thus,
Disclosure in form AOC-2. Further, during the year, the Company had 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. All related party
transactions are placed before the Audit Committee and Board for approval. The details of the
related party transactions as required under Accounting Standard (AS) - 18 are set out in Note to
the financial statements forming part of this Annual Report.

30. 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.

31. DEPOSITS:

Your Company did accept / hold any deposits from public / shareholders / (Inter Corporate
Deposits) during the year under review.

32. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Act during the F.Y. 2023-24
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 F.Y which were in conflict with the interest of the Company.

The particulars of the contracts or arrangements entered by the Company with related parties as
referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in
the Form No. AOC-2 are annexed and marked as Annexure - I.

33. 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.

34. 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.

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

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
and an Internal Complaints Committee has been set up to redress complaints received regarding
Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All
employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment
of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there
under, the Company has not received any complaint of sexual harassment during the year under
review.

36. 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.

37. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT. 2013 READ
WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES. 2014:

Disclosures pertaining 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 is provided in this Report as Annexure IV which forms part of this Report.

38. 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.

39. 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.

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 2023-24.

40. GREEN INITIATIVE:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only
through electronic mode to those Members whose email addresses are registered with the
Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also
be available on the Company’s website https://netpixshorts.com/

41. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and
Analysis as explained in the Corporate Governance Report, 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.

42. 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.

On Behalf of The Board of Directors

For NET PIX SHORTS DIGITAL MEDIA LIMITED

Sd/- Sd/-

DANISH ZAKARIA AGHADI NAZISH IMRAN FURNITUREWALA

MANAGING DIRECTOR DIRECTOR

DIN- 05017846 DIN- 08294240

Place: Mumbai
Date: 02/09/2024