Digilogic Systems Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 14^th Annual Report and the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. Financial Summary:

The performance during the Financial Year ended March 31, 2025 has been as under:

(Rs. In Lakhs)

Particulars	March 31, 2025	March 31, 2024
Revenue from operations	7,205.98	5,155.93
Other Income	13.35	15.37
Total Income	7219.33	5171.30
Profit before finance cost, depreciation and amortization and tax expense	1,366.95	585.59
Finance Cost	143.41	131.67
Profit before depreciation and amortization and tax expense	1223.54	453.92
Depreciation and amortization expense	170.59	128.15
Profit before Tax Expense	1,052.95	325.77
Tax Expense	273.61	83.06
Profit/(Loss) After Tax	779.34	242.71

2. Review of Operations and State of Companys affairs.

During the period under review, the Company achieved Revenue from operations of Rs. 7,205.98 lakhs and recorded a Net Profit of Rs. 779.34 lakhs.

3. Change in the nature of business, if any

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

Post completion of the Financial year 2024-25, the Company has converted into a Public Company and Company name has changed from (w.e.f. 01.07.2025):

Digilogic Systems Private Limited

to A

4. Dividend

The Board of Directors of the Company have not recommended dividend for the financial year ended March 31, 2025.

5. Reserves & Surplus

The Company has transfer Net Profit of Rs. 779.34 (Rs. in lakhs) for the period 2024-25 and the same was transferred to the head of Reserves & Surplus.

6. Share Capital As on 31.03.2025

i. The Authorised share capital of the Company as on 31.03.2025 is Rs.6,00,00,000 (Rupees Six Crores) divided into 60,00,000 (Sixty Lakhs) Equity shares.

During the year the authorized share capital of the Company was increased from Rs.

2,00,00,000 (Rupees Two Crores) to Rs. 6,00,00,000 (Rupees Six Crores).

ii. The Paid-up Share Capital of the Company as on March 31, 2025 is Rs.4,45,05,260 (Rupees Four Crores Forty Five Lakhs Two Flundred and Sixty) divided into 44,50,526 (Forty Four Lakhs Fifty Thousand Five Hundred and Twenty Six) Equity Shares of Rs.10 each fully paid up.

As on-Board Report date

i. After the financial year 2024-25, the Company has increased its Authorised share capital from Rs.6,00,00,000 (Rupees Six Crores) divided into 60,00,000 (Sixty Lakhs) Equity shares to Rs.

10,00,00,000 crores divided into 1,00,00,000 (One Crore) Equity shares w.e.f. EGM dt.

18.06.2025

ii. The Paid-up Share Capital of the Company as Board report date is Rs.4,45,05,260 (Rupees Four Crores Forty Five Lakhs Two Hundred and Sixty)

iii. After the financial year 2024-25, the Company carried out a sub-division of its authorized share capital, splitting 1,00,00,000 equity shares of face value Rs10 each into 5,00,00,000 equity shares of face value Rs2 each (Sub-Division) w.e.f. 25.07.2025.

A. Rights Issue

During the financial year, the Company has not allotted and issued any shares through Rights Issue.

B. Preferential allotment of Shares on Private Placement Basis

During the financial year, the Company has been made 3 (three) Preferential allotment of Shares on Private Placement Basis. .

Amoun in Rupees

Type of issue	Date of allotment	No of shares	Face value	Premium	Total amount (including Premium)
1. Preferential allotment of Shares on Private Placement Basis	25.09.2024	2,55,319/-	10	230	6,12,76,560/-
2 Preferential allotment of Shares on Private Placement Basis	09.01.2025	1,70,207/-	10	283.76	5,00,00,010/-
3. Preferential allotment of Shares on Private Placement Basis	14.02.2025	25,000/-	10	283.76	73,44,000/-

C. Buy Back of Securities

The Company has not bought back any of its Securities during the year under review.

D. Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the year under review.

E. Bonus Shares

During the financial year, the company has been issued the shares through Bonus Issue.

The Company has been issued 20,00,000 Equity shares through Bonus Issue in the ratio of 1:1 to the existing shareholders.

F. Employees Stock Option Scheme & Employee Stock Purchase Scheme

The Company has not provided any scheme of Employees Stock Option Scheme & Employee Stock Purchase Scheme

G. shares with differential voting rights

The company has not issued any shares with differential voting rights.

7. Compulsorily convertible Debentures (CCDs)

During the financial year, the Company has not allotted and issued any Compulsorily convertible Debentures (CCDs). A

8. Performance and financial position of each of the Subsidiaries, Associates and Joint Ventures

The Company does not have any Subsidiaries, Associates and Joint Ventures. Hence, Performance and financial position of each of the Subsidiaries, Associates and Joint Ventures is not applicable.

9. Consolidated Financial Statements

The Company does not have any Subsidiary Companies, hence, there is no need to prepare Consolidated Financial Statements for the Financial Year ended March 31,2025.

10. Extract of Annual Return

The copy of the Annual Return as on 31st March, 2025 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is to be provided on the website of the company, i.e. https://www.digilogicsystems.com

11. The Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is enclosed as Annexure - 1 to this Report.

12. Statement concerning Development and Implementation of Risk Management Policy of the Company

The Board of Directors of the Company reviews the risks from time to time and there are no risks which in the opinion of the Board may threaten the existence of the Company.

13. Details of Policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 for the F.Y. 2024-25 are not applicable to the Company and hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

14. Insurance

All properties and insurable interests of the Company including building, plant and equipment and Vehicles have been fully insured, *

15. Deposits

The Company has not invited/accepted any deposits from the Public in terms of Section 73 of the Companies Act, 2013 during the Financial Year ended March 31, 2025, hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

16. Particulars of Loans, Guarantees or Investments or Security under Section 186.

There are no Loans, Guarantees, Investments and Security given / provide by the Company during the Financial Year ended March 31, 2025 as per the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

17. Particulars of Contract and Arrangement under Section 188

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The particulars of transaction with related parties referred to in sub-section (1) of Section 188 in Form No. AOC-2 is enclosed as Annexure - 2 to this Report.

The other related party transactions entered during the financial year under review are disclosed in notes to the Financial Statements of the Company for the Financial Year ended 31^st March, 2025.

18. Directors and Key Managerial Personnel (KMP)

Directors

During the Financial Year ended March 31, 2025, there was change in the Composition of Board of Directors of the Company:

Mr. Hitesh Varma Jetty had appointed as a director in the company w.e.f. 20^th January 2025.

Key Managerial Personnel (KMP)

The provisions of Section 203 of the Companies Act, 2013 with regard to appointment of Whole Time Director, Chief Financial Officer and Company Secretary are not applicable to the Company. However:

i. Company has a Managing Director-Mr. Madhusudhan Varma Jetty (w.e.f. 05.01.2012)

ii. During the year the Mr. Kameswara Rao Vempati appointed as a Company Secretary w.e.f.

18.02.2025

iii. During the year the Mr. V Sri Harsha appointed as a Chief Financial Officer w e f 26 03.2025

Post financial year 2024-25, the Company has reconstituted the Board by change in disignation of Directors and appointed Independent Directors in EGM dt. 25.07.2025 and as on Board Report date the following are the Directors and Key Managerial Personnel (KMP):

Mr. Madhusudhan Varma Jetty	Chairman & Managing Director
Mrs. Radhika Varma Jetty	Whole-time Director
Mr. Shashank Varma Jetty	Whole-time Director & C.E.O
Mr. Hitesh Varma Jetty	Whole-time Director
Mr. Balasubramanyam Danturti	Independent Director
Mr. Sesha Rama Srinivasa Sastry Pullela	Independent Director
Mr. Madadi Ugender Reddy	Independent Director
Mr. Sriharsha Vadakattu	C.F.O.
Mr. Kameswara Rao Vempati	Company Secretary

19. Declaration and Appointment of Independent Directors

For the F.Y. 2024-25, the Provisions of appointment of Independent Directors are not applicable to the Company.

Post the F.Y. 2024-25, the Company has appointed 3 (three) Independent Directors w.e.f.

25.07.2025

1. Mr. Balasubramanyam Danturti

2. Mr. Sesha Rama Srinivasa Sastry Pullela

3. Mr. Madadi Ugender Reddy

20. Mechanism for Evaluation of Board

The provisions of evaluation of Board are not applicable to the Company for the F.Y. 2024-25.

21. During the financial year ended March 31, 2025, a total of 20 Board meetings were held

Date of Board Meeting	No of Directors Attended
25.04.2024	3
16.05.2024	3
14.07.2024	3
02.08.2024	3
14.08.2024	3
07.09.2024	3
14.09.2024	3
22.09.2024	3
25.09.2024	3
23.12.2024	3
30.12.2024	3
09.01.2025	3
21.01.2025	4
01.02.2025	4
03.02.2025	4
06.02.2025	4
14.02.2025	r"4
20.03.2025	4
29.03.2025	3
31.03.2025	3

The details of Attendance at the Board Meetings are given below:

Name of the Director	Designation	Number of Board Meetings
		Held	Attended
Madhusudhan Varma Jetty	Managing Director	20	20
Radhika Varma Jetty	Director	20	20
Shashank Varma Jetty	Director	20	20
Hitesh Varma Jetty	Director	08	06

22. Number of General Meetings of the Members of the Company held during the Financial Year ended March 31, 2025.

Extra General Meetings

Type of Meeting	Date of Meeting	No of Members Attended
EGM	13.08.2024	2
EGM	07.09.2024	2
EGM	22.09.2024	2
EGM	31.12.2024	5
EGM	20.01.2025	5
EGM	12.02.2025	5
EGM	21.03.2025	6

AGM

During the period (for the FY 2023-24) Annual General Meeting of the Company was held on 30^th day of September, 2024 and 2 Members were attended the meeting.

23. Companys Policy relating to Directors appointment, payment of remuneration and discharge of their duties.

As per Section 178 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rule, 2014, every Listed Company and all Public Companies with a Paid-up share capital of Rs.10 crore or more; or having turnover of Rs.100 crore orjnore; or in aggregate, outstanding loans, debentures and deposits, exceeding Rs.50 crore or\more shall constitute a Nomination and Remuneration Committee. I \

The above provisions with respect to constitution of Nomination and Remuneration Committee are not applicable to the Company. Hence, the Company has not devised any policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

24.Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013.

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

(i) That in the preparation of the Annual Accounts for the Financial Year ended March 31, 2025, the applicable Accounting Standards have been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and Statement of Profit and Loss of the Company for the period ended March 31, 2025;

(iii) That the Directors have 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;

(iv) That the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2025 on a going concern basis;

(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

25.Statutory Auditors

The members at the 13^th AGM of the Company had appointed M/s. B. Srinivasa Rao and Co, Chartered Accountants, (FRN: 008763S), as a Statutory Auditors for a period of five years to hold office from the conclusion of 13^th AGM until the conclusion of 18^th AGM. M/s. B. Srinivasa Rao and Co. has confirmed that they are not disqualified from continuing as Auditors of the Company.

26.Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors in their reports.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report. A

27. Audit Committee

As per Section 177 of the Companies Act, 2013 read Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, every Listed Company and all Public Companies with a paid- up capital of Rs.10 Crores or more; or having turnover of Rs.100 Crores or more; or having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 Crores or more shall constitute an Audit Committee.

During the financial year, the above provisions with respect to constitution of Audit Committee are not applicable to the Company.

Post F.Y. 2024-25, the Company has appointed Independent Directors w.e.f. 25.07.2025 and Constituted Audit Committee with the following members w.e.f. 28.07.2025

1. Mr. Balasubramanyam Danturti	Chairman
2. Mr. Sesha Rama Srinivasa Sastry Pullela	Member
3. Mr. Madadi Ugender Reddy	Member

28. Stake Holders Relationship Committee.

As per Section 178(5) of the Companies Act, 2013, a Company which consists of more than one thousand shareholders, debenture holders, deposit-holders and any other security holders at any time during a Financial Year shall constitute a Stake Holders Relationship Committee which shall consider and resolve the grievances of Security Holders.

The above provisions with respect to the constitution of Stake Holders Relationship Committee are not applicable to the Company for the F.Y. 2024-25.

29. Secretarial Auditors

As per Section 204 read with Rule 9(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Public Company having a paid-up share capital of Rs.50 crore or more; or every Public Company having a turnover of Rs.250 crore rupees or more; or every Company having outstanding loans or borrowings from banks or public financial institutions of Rs.100 crore or more shall appoint Secretarial Auditor.

As the Company does not satisfy any of the aforesaid conditions, the provisions relating to the appointment of Secretarial Auditor are not applicable to the Company.

30. Internal Auditor

As per Section 138 of the Companies Act, 2013 read with Rule 13(1) of the Companies (Accounts) Rules, 2014 every unlisted Public Company having paid-up share capital of Rs.50 crore rupees or more during the preceding financial year or turnover of Rs 200 crore rupees or more during the preceding financial year; or Outstanding loans or borrowings fro sriLkanka or public financial institutions exceeding Rs 100 crore rupees of more at any point profit during the preceding financial year; or Outstanding deposits of Rs.25 crore rupees or more at any point of time during the preceding financial year shall appoint Internal Auditor.

As the Company does not satisfy any of the aforesaid conditions, the provisions relating to the appointment of Internal Auditor are not applicable to the Company

31. Maintenance of Cost Records and Appointment of Cost Auditor specified by the Central Government under Section 148 of the Companies Act, 2013

Appointment of Cost Auditor

The provisions relating to Appointment of Cost Auditor as specified by the Central Government under Section 148 of the Companies Act, 2013 are not applicable to the Company and the Company has not appointed the Cost Auditor.

Maintenance of Cost Records

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 are applicable to the Company and the Company is duly maintaining the Cost records.

32. Boards response on Auditors Qualification, Reservation or adverse Remark or disclaimer made.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report. During the year under review, there were no instances of fraud reported by Auditors under Section 143(12) of the Companies Act, 2013.

33. The names of Companies which have become or ceased to be Companys Subsidiaries, Joint Ventures or Associate Companies during the year

The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

34. Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company has constituted the Internal Complaints Committee and has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to uphold and maintain the dignity of women employees and complies with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the F.Y. 2024-25, Company does not have any Women employees under the roles.

Particulars	Status
1 Number of complaints on Sexual harassment received	Nil
2 Number of Complaints disposed off during the year	Not Applicable
3 Number of cases pending for more than ninety days	Not Applicable
4 Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for all its employees.
5 Nature of action taken by the employer or district officer	Not Applicable

35. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

36. The details of difference between the 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 there off.

The Company has not made any one-time settlement or has carried out any valuation during the financial year ended 31 March, 2025.

37. Material Changes and Commitments

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

38. Statement of particulars of appointment and remuneration of managerial personnel

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

The following employee(S) for the financial year 2024-25 under review were in receipt of remuneration in aggregate more than Rs. 1,02,00,000/- as:

Name	Designation/ Nature of Duties	Age (Yrs.)	Remuneration (Rs.)	Qualification	Tot Exp (Yrs.)	Date of Commencement of Employment	Last Employment
Shashank Varma Jetty	Director	34	1,29,91,000	B.Tech from VIT Univerity	5	26/01/2020	N.A.

Notes:

i. Mr. Shashank Varma Jetty is the Director and shareholder of the Company (holding 3,00,000 Shares w.e.f. 29.03.2025). He is also relative of other directors.

ii. The following Directors and Shareholders are the relatives of the Mr. Shashank Varma

Jetty as on 31.03.2025

Name of the Relative	Nature of Relation	Designation	Number of shares held
1 Madhusudhan Varma Jetty	Father	Managing Director	27,03,000
2 Radhika Varma Jetty	Mother	Director	6,80,000
3 Hitesh Varma Jetty	Brother	Director	2,85,000

39. Internal Financial Control System

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Companys policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There were no instances of fraud which necessitates reporting of material mis-statement to the Companys operations.

40. Vigil Mechanism

The provisions of Section 177(9) of the Companies Act, 2013 with respect to establishment of vigil mechanism are not applicable to the Company.

41. Compliance with Secretarial Standards on Board and General Meetings

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

42. Proceedings Pending Under the Insolvency and Bankruptcy Code, 2016:

No application has been made or any proceeding is pending under the IBC, 2016,

43. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. As per policy, all eligible women employees are eligible with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. However, Company does not have any women employees for the F.Y. 2024-25.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

44. GENDER-WISE COMPOSITION OF EMPLOYEES

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

Male Employees:	104
Female Employees	Nil
Transgender Employees	Nil

As a policy, the Company is providing culture and equal opportunity for all individuals, regardless of gender.

45. Acknowledgement

Your Directors wish to place on record their appreciation for the co-operation and assistance extended to the Company by all the Stake Holders.

	For and on behalf of the Board of Directors of
	DIGILOGIC SYSTEMS LIMITED
	(Formerly known as Digilogic Systems Private Limited)
	Madhusudhan Varma Jetty	Radhika Varma Jetty
Place: Hyderabad	Chairman & Managing Director	Whole-time Director
Date: 03.08.2025	DIN:02247769	DIN: 03370284