Diksat Transworld Ltd

To The Members

Diksat Transworld Limited

Your 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

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.

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.

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.

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:

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.