| 
                                                        
 To 
The Members of, 
Digikore Studios Limited 
We are pleased to present this Board Report of Digikore Studios Limited (the Company or
DIGIKORE) on the business and operations of the Company together with the Audited
Financial Statements for the financial year ended March 3 1 , 2025 (FY 2024-25) 
HIGHLIGHTS OF FINANCIAL PERFORMANCE 
The Audited Financial Statements of the Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Accounting Standards and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the
Companies Act, 2013 ("Act"). 
The summarized financial highlight is depicted below: 
  
    Particulars  | 
    STANDALONE  | 
    CONSOLIDATED  | 
   
  
     | 
    2024-25 | 
    2023-24 | 
    2024-25 | 
    2023-24 | 
   
  
    Income  | 
     | 
     | 
     | 
     | 
   
  
    Revenue from operations  | 
    3,560.80 | 
    4,496.15 | 
    3,605.17 | 
    4,720.73 | 
   
  
    Other income  | 
    77.57 | 
    241.54 | 
    95.48 | 
    226.29 | 
   
  
    Total Income  | 
    3,638.37 | 
    4,737.69 | 
    3,700.65 | 
    4,947.02 | 
   
  
    Expenses  | 
     | 
     | 
     | 
     | 
   
  
    Cost of Technical Subcontractors  | 
    458.67 | 
    568.38 | 
    575.03 | 
    748.00 | 
   
  
    Employee Benefit Expense  | 
    1,674.93 | 
    1,201.13 | 
    1,919.87 | 
    1,201.13 | 
   
  
    Financial Costs  | 
    265.93 | 
    131.22 | 
    270.45 | 
    132.47 | 
   
  
    Depreciation and Amortization Expense  | 
    322.40 | 
    118.25 | 
    322.40 | 
    118.25 | 
   
  
    Other Expenses  | 
    1,882.55 | 
    1,440.43 | 
    1,574.40 | 
    1,470.11 | 
   
  
    Total Expenses  | 
    4,604.48 | 
    3,459.41 | 
    4,662.15 | 
    3,669.96 | 
   
  
    Profit/(Loss) before Tax  | 
    (966.1 1) | 
    1,278.28 | 
    (961.49) | 
    1,277.06 | 
   
  
    Tax Expense  | 
    (241.15) | 
    324.07 | 
    (241.15) | 
    324.07 | 
   
  
    Profit for the period  | 
    (724.96) | 
    954.21 | 
    (720.35) | 
    952.99 | 
   
 
RESULT OF OPERATIONS & STATE OF COMPANY'S AFFAIRS 
The key aspects of the Company's performance during the financial year 2024-25 are as
follows: 
? Consolidated Performance 
-Total Revenue (including other income) for FY'25 stood at Rs.3,700.65 Lacs, compared
to Rs.4,947.02 Lacs in FY'24, a YoY decline of 25.19%. 
^-Loss before tax for FY'25 stood at Rs.961.49 Lacs, compared to profit before tax of
Rs.1,277.06 Lacs in FY'24. 
-Loss after tax for FY'25 stood at Rs.720.35 Lacs, compared to profit after tax of
Rs.952.99 Lacs in FY'24. 
?'Tv' Standalone Performance 
-Total Revenue (including other income) for FY'25 stood at Rs.3,638.37 Lacs, compared
to Rs.4,737.69 Lacs in FY'24, a YoY decline 
?VV;' of 23.2%. 
" ? -Loss before tax for FY'25 stood at Rs.966.11 Lacs, compared to profit before
tax of Rs.1,278.28 Lacs in FY'24. 
-Loss after tax for FY'25 stood at Rs.724.96 Lacs, compared to profit after tax of
Rs.954.21 Lacs in FY'24. 
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013: 
The Company is in the growth phase and is in the process of expanding its business
activities. Considering the increased func requirements for the expansion activities and
to augment working capital requirements, your directors do not recommend any dividend for
the financial year ended 31st March, 2025. 
TRANSFER OF RESERVES 
During the year the company has not transferred any amount to the General Reserves. 
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND: 
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend unclaimed and lying in the unpaid dividend account with the Company. 
DEPOSITS: 
During the year under review, the Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. 
CHANGE IN THE NATURE BUSINESS 
During the year under review, there was no change in the nature of the business of the
Company. The Company continued to operate in the same line of business activities as in
the previous year. 
SHARE CAPITAL 
During the year under review, The Company's authorized share capital remained unchanged
during the year at ?7,50,00,000/-, divided into 75,00,000 equity shares of ?10/- each. 
The Paid-up capital of the Company at 31st March, 2025 stands at ?6,33,28,000/-
(63,32,800 equity shares). 
ANNUAL RETURN: 
In compliance with Section 134(3)(a), the Annual Return of the Company, prepared as per
Section 92(3) of the Act for the financial year ended 31st March, 2025, is accessible on
the Company's website at http://www.digikore.com. 
DIRECTORS AND KEY MANAGERIAL PERSONNEL 
As of 31st March 2025, the Board of Directors comprised 4 Directors which includes 2
Independent Directors (including one Woman Independent Director), 1 Non- Executive
Director and 1 Executive Directors which includes Managing Director. 
KEY MANGERIAL PERSONNEL 
In accordance with the provisions of Sections 2(51) and 203 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
Mr. Ketan More, Chief Financial Officer and Mrs. Heny Pahuja, Company Secretary are the
Key Managerial Personnel of the Company as on 31st March, 2025. 
Further, during the year, Ms. Surekha Misal was appointed as Chief Financial Officer of
the Company under SEBI Listing Regulations w.e.f., 22nd May, 2024 in place of Mr.
Shrinivas Behede who resigned from the services of the Company w.e.f., 22nd May, 2024 and
then Mr. Ketan More was appointed as Chief Financial Officer of the Company under SEBI
Listing Regulations w.e.f., 26th December, 2024 in place of Ms. Surekha Misal who resigned
from the services of the Company w.e.f., 26th December, 2024. 
Presently the Board of Directors of the Company consists of Mr. Abhishek Rameshkumar
More (DIN: 00139618), Managing Director, Mr. Rameshkumar More (DIN: 00140179), Non-
Executive Director and Mr. Aqueel Mehboob Merchant (DIN: 08042097) and Ms. Megha Virendra
Raval (DIN: 10241 141), are Independent Directors. The composition of the Board of
Directors is in compliance with Section 149 of the Companies Act, 2013. 
MEETINGS OF THE BOARD OF DIRECTORS: 
The Board meets at regular intervals to discuss and decide on the Company/business
policy and strategy apart from other Board business. In case of special and urgent
business, if the need arises, the Board's or Committee's approval is taken by passing
resolutions through circulation or by calling the Board / Committee meetings at a shorter
notice, as permitted by law. 
During the Financial Year 2024-25, Six (6) Board meetings were convened and held which
is summarized below. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 201 3. 
  
    Sr. No. NAME OF THE DIRECTOR  | 
    POST HELD | 
    NO. OF MEETING ENTITLED | 
    NO. OF MEETING ATTENDED | 
   
  
    | 1 Rameshkumar More | 
    Chairman& NonExecutive Director | 
    6 | 
    6 | 
   
  
    | 2 Abhishek Rameshkumar More | 
    Managing Director | 
    6 | 
    6 | 
   
  
    | 3 Aqueel Mehboob Merchant | 
    Independent Director | 
    6 | 
    6 | 
   
  
    | 4. Megha Virendra Raval | 
    Independent Director | 
    6 | 
    6 | 
   
 
DIRECTORS' RESPONSIBILITY STATEMENT 
Pursuant to Section 1 34(5) of the Companies Act, 201 3 the Board of Directors, to the
best of their knowledge and ability, confirm that for the financial year ended 31st March,
2025: 
1. The annual financial statements for the financial year ended 31st March 2025 have
been prepared in conformity with the applicable Accounting Standards, and there are no
material departures from the prescribed norms; 
2. Appropriate accounting policies have been consistently applied, and reasonable and
prudent judgments and estimates have been made so as to present a true and fair view of
the Company's financial position and results of operations; 
3. The Board has taken adequate measures to ensure the integrity and accuracy of the
Company's 
Accounting records in accordance with the Companies Act, 2013, thereby safeguarding the
Company's assets and detecting and preventing fraud and other irregularities; 
4. The financial statements have been prepared on a going concern basis, and there is
no indication of any uncertainty regarding the Company's ability to continue its
operations in the foreseeable future; 
5. The Company has implemented internal financial controls which are adequate and
commensurate with the size and nature of its business, and such controls were found to be
operating effectively during the year under review; 
6. The Board has adopted robust systems and processes to ensure compliance with
applicable laws, rules, and regulations, and believes that these systems were adequate and
functioning efficiently throughout the year. 
MANAGEMENT DISCUSSION AND ANALYSIS REPORT: 
As per Regulation 34 of the SEBI (LODR) Regulations,2015, the Management's Discussion
and Analysis Report is annexed to this report. 
STATUTORY AUDITORS AND THEIR REPORT: 
During the year under review, M/s. Sharad Shah & Co, Chartered Accountants, (FRN:
109931W), has resigned from the position of Statutory Auditors with effect from March 1 1,
2025 and the casual vacancy created consequent to the resignation was filled by the
appointment of M/s SKPN & Associates LLP, Chartered Accountants [Firm Registration
Number 100923W] to hold office till the date of conclusion of the ensuing AGM.
Subsequently pursuant to the provisions of Section 139 of the Act and Rules made
thereunder,M/s SKPN & Associates LLP, Chartered Accountants [Firm Registration Number
100923W]were appointed as Statutory Auditors of the Company shall be valid from the
conclusion of ensuing Annual General Meeting till the conclusion of next Annual General
Meeting and that they shall conduct the Statutory Audit for the period ended 31st March,
2025. The Auditors have also confirmed that they have subjected themselves to the peer
review process of Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI. 
M/s SKPN & Associates LLP, Chartered Accountants, have submitted their Report on
the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual
Report 2024- 25. There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which
call for any explanation/comment from the Board of Directors. 
SECRETARIAL AUDITORS AND THEIR REPORT: 
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s MV& Associates, peer reviewed firm of
Practicing Company Secretaries, has been appointed as the Secretarial Auditor for the
Financial year 2024-25. The Secretarial Audit Report does not contain any qualification or
remarks requiring the Board to make further comments. 
(The report is annexed as Annexure - I) 
INTERNAL AUDITOR: 
M/s Chetan Varma & Associates, Chartered Accountants, have been appointed as the
Internal Auditor of the Company for the FY 2024-25. The Internal Auditor has conducted the
Internal Audit, and the Internal Audit report has been submitted to the company. The Audit
Committee reviewed the internal audit report. 
COMPLIANCE OF SECRETARIAL STANDARDS: 
The Company has complied with the applicable Secretarial Standards in accordance with
Section 118(10) of the Companies Act, 2013, and MCA circulars issued from time to time. 
COST AUDIT / COMPLIANCE: 
The Central Government has not prescribed the maintenance of cost records under Section
148(1) of the Act, in respect of the activities carried on by the Company. 
INTERNAL FINANCIAL CONTROLS: 
The Company has established adequate internal financial controls with reference to
financial statements, commensurate with its size, scale, and operations. These controls
are designed to ensure accuracy of financial reporting, safeguarding of assets, prevention
and detection of frauds, adherence to policies, and compliance with applicable laws. 
The internal control framework is reviewed periodically by the Audit Committee based on
reports from management, internal auditors, and statutory auditors. The Board confirms
that such controls were adequate and operating effectively during the year under review. 
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013: 
There were no loans, guarantees made by the Company under Section 186 of the Companies
Act, 2013 during the year under review. The particulars of investments under Section 186
of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers)
Rules, 2014, for the financial year 2024-25 are given in Note 13 of the Notes to the
financial statements. 
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: 
All contracts, arrangements and transactions entered by the Company with related
parties during FY 2024-25 (including any material modification thereof), were in the
ordinary course of business and on an arm's length basis and were carried out with prior
approval of the Board. Disclosure of particulars of contracts/arrangements entered into by
the company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is
appended to the Board Report as Annexure- II. 
CORPORATE SOCIAL RESPONSIBILITY: 
In compliance with the provisions of Section 135 of the Companies Act, 2013, read with
the applicable rules, the Board of Directors, in their meeting held on 07th July, 2023,
approved and adopted the Corporate Social Responsibility (CSR) Policy and constituted a
CSR Committee to oversee and monitor the implementation of CSR initiatives of the Company. 
As required under the Companies (CSR Policy) Rules, 2014, Annual Report on Corporate
Social Responsibility (CSR) Activities for the financial year 2024-25, has been furnished
as Annexure - III to this report. 
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: 
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished in the Annexure
- IV to this report. 
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY: 
The Company has framed a policy for management and mitigation of business risks which
is reviewed on a periodical basis. The policy is put on the website of the company in the
following link: https://digikore.com/investorzone/ policies/2025/04/Risk-Management-
Policy.pdf 
PARTICULARS OF SUBSIDIARY, HOLDING, JOINT VENURE AND ASSOCIATE COMPANIES 
Your company has subsidiary viz: Digikore Visual Effects Inc incorporated on
October 21, 2023 in Canada. The consolidated financial statement has been prepared in
accordance with the relevant accounting standards and a separate statement containing the
salient features of the financial statement of its subsidiary pursuant to provision of
Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts)
Rules 2014, in form AOC-1 is attached along with the financial statement of the company as
Annexure-V. 
The Company does not have any Holding, Joint venture or Associate Company. 
COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES: 
In accordance with the provisions of Sec 178 (1) of the Companies Act, 2103, the Board
of the Company constituted Nomination and Remuneration Committee (NRC) and the terms of
reference of the Committee are in line with the provisions of the Companies Act, 2013 and
the Rules made thereunder. 
The NRC committee has the following members 
  
    S. NO.  | 
    NAME OF THE DIRECTOR | 
    POST HELD | 
    Nature Of Directorship | 
   
  
    | 1 | 
    Aqueel Mehboob Merchant | 
    Chairman | 
    Independent Director | 
   
  
    | 2 | 
    Megha Virendra Raval | 
    Member | 
    Independent Director | 
   
  
    | 3 | 
    Rameshkumar More | 
    Member | 
    Non- Executive Director | 
   
 
In accordance with Sec 178 (3) of the Companies Act, 2013, a Policy has been framed for
remuneration of Directors, Key Managerial Personnel and other employees and approved by
the Board. The said policy has been placed in the website of the company and can be viewed
from the following link: https://digikore.com/investorzone/. 
APPOINTMENT AND RESIGNATION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL: 
A. COMPOSITION OF THE BOARD OF DIRECTORS: 
The Board of the Company is composed of experienced persons with proven competence and
integrity. Besides the experience, strong financial acumen, strategic astuteness, and
leadership qualities, they have a significant degree of commitment towards the Company and
devote adequate time to the meetings and preparation. 
CORPORATE GOVERNANCE REPORT: 
As per the regulation 15 of SEBI (LODR) Regulations, 2015, the applicability with
respect to Corporate Governance Report is not applicable to the Company. 
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR: 
Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the
above-mentioned Independent Directors have submitted their respective declarations
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act. They have also affirmed compliance with the Code of Conduct for Independent
Directors as specified under Schedule IV of the Act. 
In the opinion of the Board, there has been no change in the circumstances affecting
their status as Independent Directors during the year under review. The Board further
affirms that the Independent Directors possess requisite integrity, expertise, and
experience, including proficiency as required under Section 150(1) of the Act and the
applicable rules framed thereunder. 
Additionally, in accordance with the provisions of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all
Independent Directors of the Company have duly registered their names in the databank
maintained by the Indian Institute of Corporate Affairs (IICA). 
COMMITTEES OF THE BOARD 
In terms of the provisions of the Companies act, 2013 and the Rules made thereunder,
the Board has constituted the following committees; 
a) Audit Committee 
b) Nomination and Remuneration Committee 
c) Stakeholders Relationship Committee 
d) Corporate Social Responsibility Committee 
The composition and terms of reference of each of the above committee is provided below
as on the report date:- 
a) AUDIT COMMITTEE 
A qualified and independent Audit Committee has been constituted by the Board of
Directors in compliance with the provisions of Section 177 of the Companies Act, 2013 and
applicable regulatory requirements. 
The Committee comprises two (2) Independent Directors and one (1) Executive Director,
as under: 
  
    S. NO.  | 
    NAME OF THE DIRECTOR | 
    DIN No | 
    POST HELD | 
    Nature Of Directorship | 
   
  
    1  | 
    Aqueel Mehboob Merchant | 
    08042097 | 
    Chairman | 
    Independent Director | 
   
  
    2  | 
    Megha Virendra Raval | 
    10241141 | 
    Member | 
    Independent Director | 
   
  
    3  | 
    Rameshkumar More | 
    00139618 | 
    Member | 
    Executive Director | 
   
 
The Company Secretary acts as the Secretary to the Committee 
The primary objective of the Audit Committee is to provide oversight of the Company's
financial reporting process, ensuring accuracy, completeness, and timely disclosures in
compliance with applicable laws. The Committee works to uphold the highest standards of
transparency, integrity, and quality in financial reporting, while also providing
effective supervision of management's processes and controls. 
The powers, role, and terms of reference of the Audit Committee are in line with the
requirements of Section 177 of the Companies Act, 2013 and relevant provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. 
During the Financial Year 2024-25, the Audit Committee met four (7) times, deliberating
and making recommendations to the Board on various matters falling within its scope,
including but not limited to financial reporting, internal controls, statutory and
internal audit reports, and compliance matters. 
  
    S. NO. NAME OF THE DIRECTOR  | 
    POST HELD | 
    NO. OF MEETING ENTITLED | 
    NO. OF MEETING ATTENDED | 
   
  
    1 Aqueel Mehboob Merchant  | 
    Chairman | 
    4 | 
    4 | 
   
  
    2 Megha Virendra Raval  | 
    Member | 
    4 | 
    4 | 
   
  
    3 Abhishek Rameshkumar More  | 
    Member | 
    4 | 
    4 | 
   
 
b) NOMINATION AND REMUNERATION COMMITTEE (NRC) 
The Nomination and Remuneration Committee (NRC) of the Board is entrusted with
the responsibility of ensuring that the composition and competencies of the Board align
with the Company's industry, strategic objectives, and long-term vision. The NRC
undertakes a detailed analysis of Board composition, reflecting a deep understanding of
the Company's strategies, business environment, operations, financial position, and c
compliance requirements. 
In accordance with the provisions of Section 178 of the Companies Act, 2013, the
NRC has formulated, and the Board has adopted, a Policy on Appointment and Removal of
Directors, including a Board Diversity Policy ("NRC Policy").The
Committee has also established criteria for determining the qualifications, positive
attributes, and independence of Directors, which form an integral part of the NRC Policy. 
The NRC is responsible for: 
-Recommending the nomination and appointment of Directors. 
-Evaluating the performance of individual Directors and the Board as a whole. 
-Recommending the remuneration policy for Directors, Key Managerial Personnel (KMP),
and other employees. 
-Overseeing governance-related matters and the effective implementation of the
Company's nomination, remuneration, and governance policies. 
-Periodically reviewing the effectiveness of these policies and recommending revisions
when necessary. 
The Committee comprises three (2) Independent Directors and one (1) non-executive
Director is as follows: - 
  
    S. NO.  | 
    NAME OF THE DIRECTOR | 
    DIN No | 
    POST HELD | 
    Nature Of Directorship | 
   
  
    1  | 
    Aqueel Mehboob Merchant | 
    08042097 | 
    Chairman | 
    Independent Director | 
   
  
    2  | 
    Megha Virendra Raval | 
    10241141 | 
    Member | 
    Independent Director | 
   
  
    3  | 
    Rameshkumar More | 
    00139618 | 
    Member | 
    Non-Executive Director | 
   
 
Company Secretary acts as the Secretary of the committee 
The Nomination and Remuneration Committee of the Board of Directors recommends the
nomination of Directors, carries out evaluation of performance of individual Directors,
recommends remuneration policy for Directors, Key Managerial Personnel and other employees
and also deals with the governance related matters of the Company. 
It oversees the implementation of the nomination, remuneration and governance policies
of the Company, reviews the effectiveness of such policies from time to time and
recommends revisions as and when deemed necessary or expedient. 
Two meeting of the Nomination and Remuneration Committee was held during the year under
review to consider and approve the Resignation of Mr. Shrinivas Behede and Ms. Surekha
Misal, Chief Financial Officer and to consider and recommend appointment of Ms. Surekha
Misal and Mr. Ketan More, as new Chief Financial Officer. 
  
    S. NO.  | 
    NAME OF THE DIRECTOR | 
    POST HELD | 
    NO. OF MEETING ENTITLED | 
    NO. OF MEETING ATTENDED | 
   
  
    1  | 
    Aqueel Mehboob Merchant | 
    Chairman | 
    2 | 
    2 | 
   
  
    2  | 
    Megha Virendra Raval | 
    Member | 
    2 | 
    2 | 
   
  
    3  | 
    Rameshkumar More | 
    Member | 
    2 | 
    2 | 
   
 
c) STAKEHOLDERS' RELATIONSHIP COMMITTEE (SRC) 
The Stakeholders' Relationship Committee was constituted by the Board of Directors on
20th July, 2023 with the primary objective of ensuring effective engagement with
shareholders and safeguarding their rights. The Committee serves as an important
governance mechanism for addressing and resolving grievances of shareholders and other
security holders in a timely, fair, and transparent manner. 
The Committee's key responsibilities include: 
-Monitoring and resolving investor grievances relating to transfer/transmission of
shares, non-receipt of annual reports, dividends, and other shareholder communications. 
-Overseeing measures for effective communication between the Company and its
stakeholders. 
-Ensuring compliance with applicable statutory and regulatory requirements pertaining
to stakeholder rights. 
-Periodically reviewing the adequacy of systems and processes for redressal of
shareholder grievances. 
In line with the Company's commitment to strong corporate governance, the Committee
operates with transparency, accountability, and promptness, fostering trust and confidence
among investors and stakeholders. 
The Stakeholders Relationship Committee comprises of one (1) Independent Director and
one (1) non-executive Director and one (1) Managing Director is as follows: - 
  
    S. NO.  | 
    NAME OF THE DIRECTOR | 
    DIN No. | 
    POST HELD | 
    NO. OF MEETING ATTENDED | 
   
  
    1  | 
    Rameshkumar More | 
    00140179 | 
    Chairman | 
    Non- Executive Director | 
   
  
    2  | 
    Abhishek Rameshkumar More | 
    00139618 | 
    Member | 
    Managing Director | 
   
  
    3  | 
    Aqueel Mehboob Merchant | 
    08042097 | 
    Member | 
    Independent Director | 
   
 
Company Secretary acts as the Secretary of the committee 
The role and terms of reference of the Committee are in consonance with the
requirements mandated under Section 178 of the Companies Act, 2013 and applicable
Regulation. 
Two meeting of the Stakeholders Relationship Committee was held during the year to take
note of the redressal status of Investor grievances for the quarters ended 30th June, 2024
and 30th September, 2024 and 31st December, 2024. 
  
    S. NO.  | 
    NAME OF THE DIRECTOR | 
    POST HELD | 
    NO. OF MEETING ENTITLED | 
    NO. OF MEETING ATTENDED | 
   
  
    1  | 
    Rameshkumar More | 
    Chairman | 
    2 | 
    2 | 
   
  
    2  | 
    Abhishek Rameshkumar More | 
    Member | 
    2 | 
    2 | 
   
  
    3  | 
    Aqueel Mehboob Merchant | 
    Member | 
    2 | 
    2 | 
   
 
d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE 
In accordance with the provisions of Section 135 of the Companies Act, 2013, the CSR
Committee has been constituted, and the Board has adopted a CSR Policy formulated in line
with the statutory requirements and Schedule VII of the Act. 
The CSR Policy lays down the guiding principles and framework for undertaking CSR
initiatives by the Company. 
The CSR Committee is responsible for: 
-Formulating and recommending to the Board the CSR Policy and activities to be
undertaken by the Company. 
-Recommending the amount of expenditure to be incurred on CSR activities. 
-Monitoring the implementation of CSR projects and ensuring compliance with statutory
obligations. 
-Reviewing the CSR Policy periodically and suggesting amendments in line with evolving
regulatory requirements and business priorities. 
-Overseeing transparent reporting of CSR initiatives in the Board's Report and on the
Company's website. 
The composition of the CSR Committee is as follows: 
  
    S. NO.  | 
    NAME OF THE DIRECTOR | 
    POST HELD | 
    Nature Of Directorship | 
   
  
    | 1 | 
    Aqueel Mehboob Merchant | 
    Chairman | 
    Independent Director | 
   
  
    | 2 | 
    Megha Virendra Raval | 
    Member | 
    Independent Director | 
   
  
    | 3 | 
    Rameshkumar More | 
    Member | 
    Non-Executive Director | 
   
 
Company Secretary acts as the Secretary of the committee 
Two meeting of the Corporate Social Responsibility Committee was held during the year
for the Constitution of CSR Execution Group consisting of Volunteers Nominated by the
company for smoother execution of CSR Activities and to consider and recommend the Board
of Directors CSR Expenditure for FY 2024-25. 
  
    S. NO.  | 
    NAME OF THE DIRECTOR | 
    POST HELD | 
    NO. OF MEETING ENTITLED | 
    NO. OF MEETING ATTENDED | 
   
  
    | 1 | 
    Abhishek Rameshkumar More | 
    Chairman | 
    2 | 
    2 | 
   
  
    | 2 | 
    Megha Virendra Raval | 
    Member | 
    2 | 
    2 | 
   
  
    | 3 | 
    Rameshkumar More | 
    Member | 
    2 | 
    2 | 
   
 
VIGIL MECHANISM POLICY: 
In accordance with Section 177(9) of the Companies Act, 2013 and the applicable
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has established a Vigil Mechanism/Whistle Blower Policy. This mechanism
enables Directors and employees to report their genuine concerns or grievances, unethical
behaviour, or suspected fraud in a secure and confidential manner, without fear of
retaliation. 
The Vigil Mechanism provides adequate safeguards against victimisation of individuals
who avail of the mechanism and ensures direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases. 
In compliance with the Act, the Company has constituted an Internal Complaints
Committee (ICC) to address and redress complaints of sexual harassment in a prompt and
confidential manner. The ICC is empowered to receive and investigate complaints, recommend
corrective actions, and ensure compliance with the policy framework. 
The Company also conducts periodic awareness sessions and training programs to
sensitise employees about the provisions of the Act, their rights, and the process for
reporting concerns. 
During the financial year 2024-25, the complaints details as per rule 8 of Companies
(Accounts) Rules, 2014 is hereunder: 
(a) Number of complaints of sexual harassment received in the year - NIL 
(b) number of complaints disposed off during the year - NIL 
(c) number of cases pending for more than ninety days- NIL 
Number of employees as on the closure of financial year: 377 
The company is in compliance with the provision of Maternity Benefit Act, 1961. 
The details of the Vigil Mechanism/ Whistle Blower Policy are available on the
Company's website at: www.diaikore.com. 
CODE OF CONDUCT 
In compliance with Companies Act,2013 the Board of Directors of the Company has laid
down a Code of Conduct (Code) for the Directors and Senior management employees. The Code
is also posted on the Website of the Company at https://www.diaikore.com/. 
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING & CODE OF CORPORATE DISCLOSURE
PRACTICES 
In accordance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the
Company has adopted the Code of Conduct for prevention of Insider Trading and the Code of
Corporate Disclosure Practices (Insider Trading Code). All the Directors, Employees of the
Company and their immediate relatives and other connected persons who could have access to
the Unpublished Price Sensitive Information of the Company, are governed under this
Insider Trading Code. These Codes are posted on the Company's website at the web link:
https:// digikore.com/. 
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT 
During the year under review, there was no revision of the financial statements or the
Board's Report pursuant to the third proviso to subsection (1) of Section 131 of the
Companies Act, 201 3. 
SHARES: 
BUY BACK OF SECURITIES: 
The Company did not buy back any of its securities during the year under review. 
SWEAT EQUITY: 
No Sweat Equity Shares were issued by the Company during the year under review. 
BONUS SHARES: 
No Bonus shares were issued by the Company during the year under review. 
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: 
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules, forms part of this Report. Disclosures relating to remuneration
and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this Report. Having regard to the provisions of the second proviso to Section 136(1) of
the Act and as advised, the Annual Report excluding the aforesaid information is being
sent to the members of the Company. Any member interested in obtaining such information
may address their email to cs@diaikore.com. 
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 [14 OF 2013] AND COMPLIANCE WITH THE PROVISIONS OF MATERNITY
BENEFIT ACT, 1961: 
The Company maintains a policy of zero tolerance towards sexual harassment and is
committed to providing a safe respectful, and inclusive work environment for all
employees. In line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("the Act") and the rules
framed thereunder, the Company has adopted a comprehensive harassment at the workplace. 
EMPLOYEES STOCK OPTION PLAN: 
The Company did not provide any Stock Option Scheme to the employees during the year
under review 
REGISTRARS AND SHARE TRANSFER AGENTS  
Bigshare Services Private Limited (CIN: U99999MH1994PTC076534) 
Address: Office no. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahum Centre, 
Mahakali Caves Road, Andheri (East), Mumbai-400 093 
All matters relating to share transfer, transmission, change of address, issuance of
duplicate share certificates, and other related activities are handled by the Company's
Registrar and Transfer Agent (RTA). 
Shareholders holding equity shares in physical form are strongly encouraged to
dematerialise their holdings in order to facilitate easy transferability and to
participate in various corporate actions without restriction. 
For assistance in this regard, members may contact the Company or the Registrar and
Transfer Agent, 
M/s. Bigshare Services Private Limited. 
LISTING ON STOCK EXCHANGES:  
The Company's Equity Shares are listed on the National Stock Exchange (EMERGE)
Platform, also known as SME Platform. Stock Code: DIGIKORE; ISIN: INE0QJ090101 1. 
The Company has paid the listing fee for the financial year 2024-25. 
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:  
As of the current date, no shares of the company are held in Demat Suspense Account or
Unclaimed Suspense Account. 
STATEMENT OF DEVIATIONS / VARIATIONS:  
In compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, it is confirmed that there have been no deviations or
variations in the utilization of proceeds from the Initial Public Offering (IPO) of the
Company. The funds have been utilized for the purposes as stated in the offer document. 
CREDIT RATING:  
The company has not issued any debt instruments and hence the applicability of Credit
Rating is not applicable to the company. 
ANNUAL EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS:  
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an
annual evaluation of its own performance, the performance of its committees, and that of
individual Directors, including Independent Directors. 
The evaluation process was conducted based on inputs received from all Directors on
parameters such as the composition and structure of the Board, the effectiveness of its
processes, the quality and timeliness of information provided, and the overall functioning
of the Board. 
The performance of each Committee was evaluated by the Board after obtaining feedback
from the respective Committee members, taking into consideration factors such as
composition, mandate, effectiveness, and the conduct of meetings. 
A separate meeting of the Independent Directors was held on 11th March, 2025 to
evaluate the performance of Non- Independent Directors, the Board as a whole, and the
Chairman of the Company, after considering the views of Executive and Non-Executive
Directors. 
The Board, reviewed the performance of individual Directors based on criteria including
their preparedness for meetings, meaningful and constructive participation, contribution
to discussions, and overall engagement in Board and Committee deliberations. 
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE  
Mrs. Heny Pahuja, 
Company Secretary & Compliance Officer 
Registered Office: 4th Floor, Lalwani Triumph, Sakore Nagar, 
Viman Nagar, Pune, Maharashtra, India Phone No. 020-35553555, email: cs@diaikore.com 
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS:  
During the year under review, there were no significant and material orders passed by
the Regulators / Courts that would impact the going concern status of the Company and its
future operations. 
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:  
During the year under review, no application or proceeding made by or against the
company is pending before any Adjudicating Authority under the Insolvency and Bankruptcy
Code, 2016. 
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:  
Not Applicable 
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:  
The company has established a vigil mechanism for directors and employees to report
genuine concerns about unethical behaviours, actual or suspected fraud etc. It also
provides safe guards against victimization of the Directors/employees who avail of the
mechanism. The company affirms that no one is denied access to the Audit Committee. The
Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act,
2013 and details thereof can be accessed at the web link https://diaikore.com/ .During the
year under review, there were no complaints received under this mechanism. 
ACKNOWLEDGEMENT:  
he Board of Directors expresses its sincere appreciation to all employees, customers,
vendors, investors, and consultants/advisors of the Company for their dedication,
commitment, and valuable contributions to the Company's performance during the year. 
The Directors also extend their gratitude to the Government of India, the Governments
of various States, international authorities, and all concerned Government departments and
regulatory bodies for their continued cooperation and support. 
The Board further acknowledges and values the contribution of every member of the
Company and the support extended by their families, which has been instrumental in the
Company's growth and success. 
   
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