<dhhead>Director's Report</dhhead>

To, 

The Members, 

Diggi Multitrade Limited, 


Your Directors have pleasure in presenting 15th Annual
Report of the Company together with the Audited Statements of Accounts for the financial
year ended 31stMarch, 202 5. 


1. FINANCIALSUMMARY 



The Company’s financial performance, for the year ended March 31st,
2025 is summarized below: 

The Board’s Report is prepared based on the Standalone Financial
Statements of the company. 


Amount in Lakhs. 


  

    
Particulars
    
31st March 2025
    
31st March 2024
  
  

    
Income from Operations
    
205.99
    
0
  
  

    
Other Income
    
0.25
    
0
  
  

    
TOTAL INCOME
    
206.25
    
0
  
  

    
Profit and (Loss) before Depreciation and Tax
    
212.87
    
(29.49)
  
  

    
Less: Depreciation
    
1.34
    
0
  
  

    
Exceptional Items
    
(4.00)
    
1.88
  
  

    
PROFIT BEFORE TAX
    
(11.97)
    
(27.61)
  
  

    
Less: Provision for Tax
    
 
    
 
  
  

    
- Current Tax
    
 
    
 
  
  

    
- Deferred Tax
    
(0.10)
    
(0.21)
  
  

    
PROFIT AND (LOSS) AFTER TAX
    
(11.87)
    
(27.40)
  



2. RESULT HIGHLIGHTS 



The company continues to be engaged in the business of trading of real
estate properties and building materials in Mumbai and there has not been substantial
change in the nature of business of your Company. 

Revenue from operations during the year by Rs. 0. 

The bottom line has shown a loss for the year (before tax) of Rs. 11.97
Lakhs as compared to last year Loss of Rs. 27.61 Lakhs Further, there are no significant
and material events impacting the going concern status and Company’s operations in
future. 


3. DIVIDEND 



Your Directors are constrained not to recommend any dividend for the
year under report. 


4. TRANSFER TO RESERVE 



For the financial year ended 31st March, 2025, your Company
has not proposed to carry or transfer any amount to any other specific reserve account,
due to loss. 


5. CHANGE IN SHARE CAPITAL 



The Company has not raised new capital, hence there is no change in the
sharecapital of the company during the year. 


6. MAJOR EVENTS DURING THE F.Y.2024-25 



During the year No major eventwas happened .


7. EXTRACT OF ANNUAL RETURN 



The Extract of Annual Return as provided under Section 92(3) of the
Companies Act, 2013 and as prescribed in form no. MGT- 9 of the Companies (Management and
Administration) Rules, 2014 is appended as ANNEXURE-I to this Report. 


8. CHANGE IN NATURE OF BUSINESS 



There was no change in the nature of business during the year under
review. 


9. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY 



The Company does not have any Holding, Subsidiary, Joint Venture or
Associate during the year under review. 


10. DIRECTORS AND KEY MANAGERIAL PERSONNEL 


The Board is properly constituted as per the provisions of the
Companies Act, 2013. The Board at present comprises of: 


  

    
Sr. No. Name
    
Designation
  
  

    
1. Mr. Parameswarannair Suresh
    Kumar
    
Independent Director
    (Resigned w.e.f 12th July, 2024)
  
  

    
2. Mr. Selvendran Seevanayagam
    
Independent Director
    (Resigned w.e.f 12th July, 2024)
  
  

    
3. Mr. Saket Rajendra Sugandh*
    
Company Secretary and
    Compliance Ofiicer (Resigned w.e.f. 11th June, 2023)
  
  

    
4. Ms. Vinita Ojha**
    
Company Secretary and
    Compliance Officer (Resignedw.e.f. 15 thFebruary , 2024)
  
  

    
5. Mr. Samarth Prabhudas
    Ramanuj
    
Executive Director Cum CFO
    (Appointed w.e.f 20thDecember, 2023)
  
  

    
6. Ms. Shruti Ramanuj
    
Executive Director (Appointed
    w.e.f 20thDecember, 2023)
  
  

    
7. Mr. Manish Keshavlal
    Solanki
    
Independent Director
    (Appointed w.e.f 15thFebruary, 2024)
  
  

    
8. Mr. Utkarshkumar
    Sanjaykumar Dave
    
Independent Director
    (Appointed w.e.f 15thFebruary, 2024)
  



Ms. Vinita Ojha, Company Secretary Resigned as a Company Secretary
and Compliance Officer of the Company with effect from 15thFebruary , 2024. 


Mr. Selvendran Seevanayagam who has resigned from the post of
independent director of the company with effect from 12thJuly, 2024 


Mr. Parameswarannair Suresh Kumar who has resigned from the post of
Independent director of the company with effect from 12thJuly, 2024 


11. NUMBER OF BOARD MEETINGS 


During the year under review, (five) board meetings were held dated, 27th
May 2024, 19th July, 2024, 04thSeptember 202 4, 14th
November, 2024, 15/02/2025 properly convened & held. 


12. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD 


Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual evaluation of its own performance, the directors individually, as
well as the evaluation of the working of its Committees. The Company has devised a
questionnaire to evaluate the performances of each of Executive and Independent Directors.
Such questions are prepared considering the business of the Company and the expectations
that the Board have from each of the Directors. The evaluation framework for assessing the
performance of Directors comprises of the following key areas: 

i. Attendance of Board Meetings and Committee Meetings; ii. Quality of
contribution to Board Deliberations; iii. Strategic perspectives or inputs regarding
future growth of the Company and its performance; iv. Providing perspectives and feedback
going beyond information provided by the management. 


13. COMMITTEES OF THE BOARD: 


There are currently three Committees of the Board, as follows: I. Audit
Committee 

II. Stakeholders’ Relationship Committee III. Nomination and
Remuneration Committee 


I. AUDIT COMMITTEE: 


The term of reference of this committee cover the matter specified for
Audit Committee under Reg. 18 of the SEBI (LODR) Regulations, 2015 and provisions of
Section 177 of the Companies Act, 2013. The current Audit Committee of the Company
comprises three Directors, who possess knowledge of the corporate finance & accounts. 


The constitution of the audit committee during the financial year
2024-25 is as follow: 



  

    
1. Mr. Manish Keshavlal Solanki
    
Chairman
    
Independent Director
    
12th July 2023
  
  

    
2. Mr. Utkarshkumar
    Sanjaykumar Dave
    
Member
    
Independent Director
    
12th July 2023
  
  

    
3. Ms. Shruti Ramanuj
    
Member
    
Executive Director
    
20th Dec., 2023
  
  

    
4. Mr. Manish Keshavlal Solanki
    
Chairman
    
Independent Director
    
12th July 2023
  


During the year under reference, 4 (Four) Audit Committee meetings were
dated, 27/05/2024, 19/07/2024, 14/11/2024& 17/02/2025 properly convened & held. 

i. Oversight of our Company's financial reporting process and the
disclosure of its financial 

informationto ensure that the financial statement is correct,
sufficient and credible; ii. Recommendation for appointment, re-appointment and
replacement, remuneration and terms of appointment of auditors of our Company; iii.
Reviewing and monitoring the auditor’s independence and performance and the
effectiveness of audit process; iv. Approval of payment to statutory auditors for any
other services rendered by the statutory auditors; v. Reviewing the financial statements
with respect to its unlisted Subsidiary (ies), in particular investments made by such
Subsidiary(ies); vi. Reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the board for approval, with particular
reference to: 


a. Matters required to be stated in the Director’s Responsibility
Statement to be included in the 

Board ‘s report in terms of clause(c)of sub-section 3 of Section
134 of the Companies Act,2013 ; b. Changes, if any, in accounting policies and practices
and reasons for the same; c. Major accounting entries involving estimates based on the
exercise of judgment by management; d. Significant adjustments made in the financial
statements arising out of audit findings; e. Compliance with listing and other legal
requirements relating to financial statements; f. Disclosure of any related party
transactions; and g. Qualifications and Modified opinions in the draft audit
report. 

vii. Reviewing with the management, the half yearly financial
statements before submission to the board for approval; viii. Reviewing, with the
management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this
matter; ix. Review and monitor the auditor ‘s independence and performance, and
effectiveness of audit process; x. Approval or any subsequent modification of transactions
of the company with related parties; xi. Scrutiny of inter-corporate loans and
investments; xii. Valuation of undertakings or assets of the company, wherever it is
necessary; xiii. Evaluation of internal financial controls and risk management systems;
xiv. Reviewing, with the management, the performance of statutory and internal auditors
and adequacy of the internal control systems; xv. Reviewing the adequacy of internal audit
function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and
frequency of internal audit; xvi. Discussion with internal auditors any significant
findings and follow up thereon; xvii. Reviewing the findings of any internal
investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board; xviii. Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern; xix. Approval of appointment of CFO (i.e., the whole-time
Finance Director or any other person heading the finance function or discharging that
function) after assessing the qualifications, experience & background, etc. of the
candidate; and xx. Carrying out any other function as is mentioned in the terms of
reference of the Audit 

Committee. 


The powers of Audit Committee: 


a) To investigate any activity within its terms of reference; b) To
seek information from any employee; c) To obtain outside legal or other professional
advice; and d) To secure attendance of outsiders with relevant expertise if it considers
necessary. The audit committee shall mandatorily review the following information: i.
Management discussion and analysis of financial condition and results of operations; ii.
Statement of significant related party transactions (as defined by the audit committee),
submitted by management; iii. Management letters/letters of internal control weaknesses
issued by the statutory auditors; iv. Internal audit reports relating to internal control
weaknesses; and v. The appointment, removal and terms of remuneration of the chief
internal auditor shall be subject to review by the audit committee. 

The quorum of Audit Committee shall be either 3 members or one third of
the members of the Audit Committee whichever is greater with at least 2 Independent
Directors. 


II. STAKEHOLDERS’ RELATIONSHIP COMMITTEE: 


The Committee deals with various matters relating to the transmission
of shares, issue of duplicate share certificates, approving the split and consolidation
requests and other matters including Shareholder's Complaints and Grievance. 


The Re-Constitution of Stakeholders Relationship Committee during the
FY 2024-25 is as follows: 



  

    
Sr. No Name of the Director
    
Designation
    
Nature of Directorship
    
Date of Appointment
  
  

    
1. Mr. Manish Keshavlal Solanki
    
Chairman
    
Independent Director
    
12th July 2023
  
  

    
2. Mr. Utkarshkumar Sanjaykumar Dave
    
Member
    
Independent Director
    
12th July 2023
  
  

    
3. Ms. Shruti Ramanuj
    
Member
    
Executive Director
    
20th Dec, 2023
  


During the year, 2 Stakeholder’s Relationship Committee meeting
were held dated, 14/11/2024 17/02/2025 properly convened & held. 


Terms & Scope of Work of Committee: 


The terms of reference of the Stakeholder’s Relationship Committee
include the following: i. Considering and resolving grievances of shareholder’s,
debenture holders and other security holders; ii. Redressal of grievances of the security
holders of our Company, including complaints in respect of transfer of shares, non-receipt
of declared dividends, balance sheets of our Company etc.; iii. Allotment of Equity
Shares, approval of transfer or transmission of Equity Shares, debentures or any other
securities; iv. Issue of duplicate certificates and new certificates on
split/consolidation/renewal etc. v. Overseeing requests for dematerialization and
Rematerializationof Equity Shares; and vi. Carrying out any other function contained in
the Equity Listing Agreement as and when amended from time to time. 


III.NOMINATION AND REMUNERATION COMMITTEE : 


The objective of Nomination and Remuneration Committee is to assess the
remuneration payable to our Director; sitting fee payable to our Non-Executive Directors;
remuneration policy covering policies on remuneration payable to our senior executives. 


The Constitution of Nomination and Remuneration Committee during the FY
2024-25 is as follows; 



  

    
Sr. No Name of the Director
    
Designation
    
Nature of Directorship
    
Date of Appointment
  
  

    
1. Mr. Manish Keshavlal Solanki
    
Chairman
    
Independent Director
    
12th July 2023
  
  

    
2. Mr. Utkarshkumar
    Sanjaykumar Dave
    
Member
    
Independent Director
    
12th July 2023
  
  

    
3. Ms. Shruti Ramanuj
    
Member
    
Executive Director
    
20th Dec, 2023
  


During the year, 2 Nomination and Remuneration Committee meetings was
held dated 19th July, 2024, 15thFebruary, 202 5. 


Terms & Scope of Work of Committee: 


The terms of reference of the Nomination and Remuneration Committee
are: i. Formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to our Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees; ii.
Formulation of criteria forevaluation of Independent Directors and our Board; iii.
Devising a policy on Board diversity; iv. Identifying persons who are qualified to become
directors and who may be appointed in senior management in accordance with the criteria
laid down, and recommend to the Board their appointment and removal; v. Considering and
recommending grant if employees stock option, if any, and administration and
superintendence of the same; and vi. Carrying out any other function contained in the
Equity Listing Agreement as and when amended from time to time. 


14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS: 


The Company has practice of conducting familiarization Programme for
Independent Directors of the Company. Every new independent director of the Board attended
an orientation program. To familiarize the new inductees with the strategy, operations and
functions of our Company, the executive directors/senior managerial personnel make
presentations to the inductees about the Company's strategy, operations, product and
service offerings, markets, software delivery, organization structure, finance, human
resources, technology, quality, facilities and risk management. The Company has organized
the following workshops for the benefit of Directors and Independent Directors: • a
program on how to review, verify and study the financial reports; • a program on
Corporate Governance; • provisions under the Companies Act,2013; and 

• SEBI Insider Trading Regulation, 2015. 

Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role, functions, duties
and responsibilities as a director. 


15. DECLARATION BY INDEPENDENT DIRECTORS 


The Independent Directors of your Company have submitted the
declaration of Independence as required under Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence under Section 149(6) of the
Companies Act, 2013. 


16. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION 


The Policy of the Company on Directors’ appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section (3) of section
178, is appended as Annexure II to this Report. 


17. DIRECTOR’S RESPONSIBILITY STATEMENT 


Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on
the basis of information placed before them, the Directors state that: 

i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any; ii. appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2025 and of the loss of the Company for the said period; iii. proper and sufficient
care has been taken 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. the annualaccounts have been prepared on
a going concern basis; v. the internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
vi. There is a proper system to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively. 


18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF 

THE COMPANY 


No material changes and commitments affecting the financial position of
the Company occurred duringthe financial year 202 4-25 to which these financial statements
relate and the date of this report. 


19. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS 


There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013. 


20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT 


As required under the Listing Regulation, Management Discussion and
Analysis Report is presented in the separate section and forms an integral part of the
Directors’ Report. 


21. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS 


The details of Loans given, Investments made and guarantees given and
securities provided under the Section 186 of the Companies Act, 2013 have been provided in
the notes to the financial statements. 


22. 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. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions. Accordingly, the disclosure of Related Party Transactions as required under
Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the
members is drawn to the disclosures of transactions with the related parties is set out in
Notes to Accounts forming part of the financial statement. 


23. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY 

ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO 


Your Company has not carried out any business activities warranting
conservation of the energy and technology absorption in accordance with Section 134 (3)
(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the
company is not engage in any manufacturing activity, issues relating to technology
absorption are not quite relevant to its functioning. During the year under consideration
the Company has spent/incurred foreign exchange equivalent to Rs. Nil. There areno foreign
ex change earnings during the year. 


24. RISKS MANAGEMENT AND AREA OF CONCERN 


The Company has laid down a well-defined Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitoring of both business and non- business risk. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined framework. Although, market conditions are likely to remain competitive, future
success will depend upon offering improved products through technology innovation and
productivity. The Company continues to invest in these areas. 

The Company has the risk management and internal control framework in
place commensurate with the size of the Company. However, Company is trying to strengthen
the same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of
the Annual Report. 


25. CORPORATE SOCIAL RESPONSIBILITY 


The Company has not developed or implemented any CSR initiatives. The
provisions contained in section 135 of the Companies Act, 2013, as well as the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company
for the year under reference. 


26. CHANGE IN THE NATURE OF BUSINESS 


During the year under review there is no change in the nature of
Business of the Company. 


27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES 


The Company does not have any subsidiary Joint Venture, Associate
Company or LLPs during the year under review. 


28. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE 

COMPANIES ACT 2013 


The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding as on the date of
the balance sheet. 


29. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE 

REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT2013 


During the year under review your Company has not accepted Deposits
which are not in compliance with the requirements under Chapter V of Companies Act, 2013. 


30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS 

ORTRIBUNALS 


There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations. 


31. INTERNAL FINANCIAL CONTROL SYSTEM 


Your Company has an internal financial control system commensurate with
the size, scale and complexity of its operations. The Audit Committee has in place a
mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. The Audit Committee has a process for timely check for compliance with the
operating systems, accounting procedures and policies. Major risks identified by the
businesses and functions are systematically addressed through mitigating action on
continuing basis. 


32. AUDITORS & REPORT OF THE AUDITORS 


The Statutory Auditors, M/s. S K Jha & Co, Chartered Accountants
(FRN: 126173W), Ahmedabad, was appointed as the Statutory Auditor of the Company for a
term of four consecutive years from the conclusion of 11th Annual General Meeting till the
conclusion of the 15th Annual General Meeting (AGM) of the Company tobe held in
the year 202 5, to examine and audit the Books of Accounts of the Company on such
remuneration plus reimbursement of out-of-pocket expense, as may be mutually agreed
between the Board of Directors/Audit Committee of the Company and the Statutory
Auditors." 

The Statutory Auditors contains one observation remark as follow: 

• We further draw your reference to the para Vii of Annexure 1 of
the audit report wherein it is disclosed that the company has not paid total TDS of Rs.
84250/- to the credit of Central Government outstanding for more than six months. 


Reply and Clarification from Management: 


The management took on records the observation given by Auditors for
pendency of TDS payment Rs. 84,250/-, that the company has made efforts to make payment of
TDS however due to technical issues the payment of Challan of TDS was not processed,
management has ensured that company will take extra care and comply accordingly in future.
Further the tenure of Statutory Auditors expired the board of directors in its meeting
held 06th September, 2025 has consider and approved the proposal of appointment
of Statutory Auditors subject to the shareholders approval in 15th AGM of the
Company, to the M/s. A K Chanderia And Company Chartered Accountants (FRN: 126173W),
Ahmedabad, was appointed as the Statutory Auditor of the Company for a term of four
consecutive 5 years from the conclusion of 15th Annual General Meeting till the
conclusion of the 20th Annual General Meeting (AGM) of the Company to be held
in the year 2025, to examine and audit the Books of Accounts of the Company for a period
of 5 years 01.04.2025 to 31.03.2030, on such remuneration plus reimbursement of
out-of-pocket expense, as may be mutually agreed between the Board of Directors/Audit
Committee of the Company and the Statutory Auditors." 


33. SECRETARIAL AUDIT REPORT 


The Board of Directors of the Company has appointed M/s. Brajesh
Gupta & Co, Practicing Company Secretary, Indore, to conduct the Secretarial Audit
and her report Secretarial Audit Report is appended to this Report as ANNEXURE III. 


The Secretarial Audit Report contains one observation remarks as
follow. 



  

    
Sr. No. 1 Action
    Details of taken Non- by compliance BSE Non- Ltd.
    compliance under Regulation Reg-13(3), for the
    quarter ended 30/06/2024
    
Details of action
    taken Penalty levied of Rs. 2360/- including GST imposed by BSE Ltd. on the
    Company.
    
Remarks by PCS, if any The
    Company has informed to us, that the company has Received the Notice on 14th August 2024
    and SOP fine of Rs. 2360/- including GST paid by the Company dated 10th
    September, 2024, there was delay in filing of xbrl of investor complaint which was
    required to file within 21 days after ends of each quarter there was delay in filing of
    xbrl under regulation 13(3) the due date of fining 21.07.2024 and date of filing by
    company is 24.07.2024 due to delay in payment of fine the exchange freeze the promoters
    security .
  



Reply and Clarification from Management: 


The Management has taken note of the observation made by the
Secretarial Auditors. The Company submits that the delay in filing of the Investor
Complaint Status Report under Regulation 13(3) of SEBI (LODR) Regulations, 2015 for the
quarter ended June 30, 2024 was purely due to technical login issues faced on the BSE
Listing Portal. It is further clarified that during the said period there were no investor
complaints pending with the Company. Upon resolution of the technical issue, the Company
promptly uploaded the report on the BSE Listing Centre, resulting in a delay of only two
days beyond the prescribed timeline. The penalty imposed by BSE amounting to Rs. 2,360/-
including GST has already been duly paid by the Company. 

The Board has advised the Secretarial and Compliance team to
proactively seek technical assistance from the Exchange and external experts, wherever
required, to ensure that such unforeseen technical difficulties do not recur in the
future. The delay was inadvertent and not deliberate, and the Company remains fully
committed to maintaining compliance with all regulatory requirements. 


34. COST AUDITORS 


The Board of Directors of the Company here confirmed that according to
the Companies working and business the company does not required to appoint the Cost
Auditor as per the Section 148 of the Companies Act, 2013. 


35. INTERNAL AUDITORS 


The company has appointed an internal auditor to M/s J.A.K &
Company as Internal Auditors for better internal financial control, Internal auditors has
conducted internal audit and submitted their report for F.Y. 2024-25. 


36. POLICY/VIGIL MECHANISM/CODE OF CONDUCT 


The Company has a Whistle Blower Policy in line with the provisions of
the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for
directors and employees to report their genuine concerns actual or suspected fraud or
violation of the Company’s Code of Conduct. The said mechanism also provides for
adequate safeguards against victimisation of the persons who use such mechanism and makes
provision for direct access to the chairperson of the Audit Committee. We confirm that
during the financial year 2024-25, no employee of the Company was denied access to the
Audit Committee. The said Whistle Blower Policy is available on the website of the Company
at www.diggimultitrade.co.in. 

The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings / behavioursof any form and the Board
has laid down the directives to counter such acts. The Code has been posted on the
Company's website www.diggimultitrade.co.in. 

The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with
the Code. All Management Staff were given appropriate training in this regard. 


37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE 

(PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 


Your Company is committed to creating and maintaining an atmosphere in
which employees can work together, without fear of sexual harassment, exploitation and
intimidation. Accordingly, 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. Internal Complaints Committee (ICC) was set up to
redress complaints received regarding sexual harassment. All employees (Permanent,
Contractual, temporary, trainees) are covered under this policy. 

The following is a summary of sexual harassment complaints received and
disposed of during the 


  

    
No. of Complaints received
    
Nil
  
  

    
No. of Complaints disposed off
    
Nil
  
  

    
No. of Complaints Pending
    
Nil
  



38. CORPORATE GOVERNANCE: 


As per the Guideline and direction of the SEBI & Stock Exchange
accordingly the company has been adhering to the directions and guideline, as required and
if applicable on the companies’ size and type (as per the Regulations and rules the
Corporate Governance is not applicable on SME Listed Companies). 


39. MEETING OF INDEPENDENT DIRECTORS: 


During the year under review, one Independent Director Meeting held on
15/02/2025 for the F. Y. 2024-25. The object of Independent Meeting was to review the
performance of Non- Independent Director and the Board as a whole including the
Chairperson of the Company. The Company assures to hold the Separate Meeting of
Independent Director of the Company as earliest possible. 


40. POSTAL BALLOT: 


NoPostal ballot during the year 202 4-25. 


41. PREVENTION OF INSIDER TRADING 


The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the directors and designated
employees of the company. The Code requires pre-clearance for dealing in the company's
shares and prohibits the purchase or sale of company shares by the directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. All Board of Directors and the designated
employees have confirmed compliance with the Code. 


42. LISTING FEES: 


The Equity Shares of the Company is listed on BSE (SME Platform)
Limited and the Company has paid the applicable listing fees to the Stock Exchange till
date. 


43. SECRETARIAL STANDARDS 


The Company complies with the Secretarial Standards, issued by the
Institute of Company Secretaries of India, which are mandatorily applicable to the
Company. The same has also been confirmed by Secretarial Auditors of the Company in the
Secretarial AuditReport. 


44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY 

AND BANKRUPTCY CODE 2016: 


During the year under review, there were no applications made or
proceeding pending in the name of the company under the Insolvency Bankruptcy Code, 2016. 


45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME 

SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND 

FINANCIAL INSTITUTIONS: 


During the year under review, there has no one-time settlement of Loans
taken from Banks and financial institutions. 


46. ACKNOWLEDGEMENT: 


Your Directors wish to place on record their appreciation and sincere
thanks to the State Governments, Government agencies, Banks & Financial Institutions,
customers, shareholders, vendors and other related organizations, who through their
continued support and co-operation have helped, as partners in your Company’s
progress. Your Directors, also acknowledge the hard work, dedication and commitment of the
employees. 


  

    
For and on behalf of the Board
  
  

    
Diggi MultitradeLimited
  



  

    
SD/-
    
SD/-
  
  

    
Samarth Prabhudas Ramanuj
    
Shruti Ramanuj
  
  

    
Managing Director
    
Director& CFO
  
  

    
DIN: 06660127
    
DIN: 9093690
  



  

    
Date: 06/09/2025
  
  

    
Place: Thane