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Diksat Transworld Ltd Directors Report

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Oct 28, 2026|12:00:00 AM

Diksat Transworld Ltd Share Price directors Report

To,


The Members,


DIKSAT TRANSWORLD LIMITED

Your Directors take great pleasure in presenting the 27th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2026. This report reflects the Companys commitment to transparency, governance, and long-term value creation for all its stakeholders.

DIKSAT TRANSWORLD LIMITED

Your Directors take great pleasure in presenting the 27th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2026. This report reflects the Companys commitment to transparency, governance, and long-term value creation for all its stakeholders.

The key financial highlights of the Company for the financial year under review are presented below (figures in Thousand):

Particulars Current Year (INR in Thousand) 2025-26 Previous Year (INR in Thousand) 2025-26
Revenue from Operations 18,119 45,355
Profit Before Tax (PBT) -11,609 399
Tax (Current + Deferred + Earlier Years) 296 -246
Profit After Tax (PAT) -11,905 645
Closing Balance in P&L Account 65,465 77,387

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at 18119 Thousand for the year ended March 31, 2026 as against 45355 Thousand in the previous year. The Company made a net loss of 11905 Thousand for the year ended March 31, 2026 as compared to the net profit of 645 Thousand in the previous year.

  1. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (1) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2026.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2025-26, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Rupees Two Crore Fifty Lakh Only) equity shares of Rs. 10/- (Rupees Ten Only).

The Paid-up capital of the Company is Rs. 3,18,30,000/- (Rupees Three Crores Eighteen Lakhs Thirteen Thousand Only) divided into 1,75,42,875 (One Crore Seventy Five Lakhs Forty Two Thousand Eight Hundred and Seventy Five) Equity shares of Rs. 10/- (Rupees Ten Only).

Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

8. CHANGE IN SHARE CAPITAL:

There have been no changes in the share capital of the Company during the period under review.

9. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

10. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

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

11. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. During the review period and as of the reports date, the Board of Directors and Key Managerial Personnel remained unchanged.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ulaganathan, Director of the Company, retires by rotation and offers himself for re-appointment.

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

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 26th February 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iv. Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

a) Mr. K. Rajasekaran (Chief Financial Officer)
b) Mrs. Meenakshi Yadav (Whole-time director)
c) Mrs. Heena Bedi (Company Secretary and compliance officer)

Meetings of the Board of Directors

During the financial year ended March 31, 2026, 8 Board Meeting(s) were convened and held in compliance with the provisions of Section 173 of the Companies Act, 2013. The details are set out below:

Date of Meeting (DD/MM/YYYY) Total Directors as on Date of Meeting Directors Present % Attendance
ERROR (header only in source) ERROR ERROR ERROR
Date of Meeting (DD/MM/YYYY) Total Directors as on Date of Meeting Directors Present % Attendance
25/04/2025 6 4 67%
30/05/2025 6 4 67%
24/07/2025 6 4 67%
25/09/2025 6 5 83%
14/11/2025 6 4 67%
18/12/2025 6 4 67%
22/01/2026 6 4 67%
26/02/2026 6 4 67%

14. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted under the Chairmanship of Mr. Praveen Kumar Baskar. During the year committee met Three (3) times. After with full attendance of all the members. The composition of the Audit Committee as at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Position in the committee Attendance at the Audit Committee Meetings held on 25th April 2025 30.05.2025 24.07.2025
Mr. Praveen Kumar Baskar Non-Executive - Independent Director Chairman Yes Yes Yes
Mr. B. T. Arasa Kumar Non-Executive - Independent Director Member Yes Yes Yes
Mr. T. Dhevanathan Yadav Executive Director Member - - -

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

  • Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.
  • Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.
  • Review the Management Discussion & Analysis of financial and operational performance.
  • Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard Policy.
  • Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted under the Chairmanship of Mrs. Meenakshi Yadav. During the year, the committee met two time with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Position in the committee Attendance at the Remuneration Committee held on 25.04.2025 Attendance at the Remuneration Committee held on 26.02.2026
Mr. Ulaganathan Non-Executive Director Chairman Yes Yes
Mr. B. T. Arasa Kumar Non-Executive Independent Director Member Yes Yes
Mr. Praveen Kumar Baskar Non-Executive Independent Director Member Yes Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

  • Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
  • For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
    a) Use the services of an external agencies, if required;
    b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and
    c) Consider the time commitments of the candidates.
  • Formulation of criteria for evaluation of performance of independent directors and the board of directors;
  • Devising a policy on diversity of board of directors;
  • 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 of directors their appointment and removal.
  • Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
  • Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Boards Report in "Annexure I".

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Mr. Praveen Kumar Baskar. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Position in the committee Attendance at the Stakeholders Relationship Committee held on 25.04.2025
Mr. Praveen Kumar Baskar Non-Executive Independent Director Chairperson Yes
Mr. B. T. Arasa Kumar Non-Executive Independent Director Member Yes
Mrs. Meenakshi Yadav Whole Time Director Member Yes

The terms of reference of the Committee are:

  • Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
  • Review of measures taken for effective exercise of voting rights by shareholders.
  • Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
  • Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2026.

Ms. Heena Bedi, Company Secretary and Compliance Officer of the Company.

The Company maintains a website at www.diksatransworldlimited.in, and the Annual Return has been duly published thereon in accordance with Section 92(3) of the Companies Act, 2013.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that the Audited Financial Statements for the year ended March 31, 2026, have been prepared in full conformity with the requirements of the Act. The financial statements have been audited by M/s. M.C. RANGANATHAN & CO, FRN 003061S. Your Directors further state that:

The applicable Accounting Standards, read with the requirements of Schedule III to the Act, have been diligently followed in the preparation of the annual accounts. There are no material departures therefrom. Accounting policies have been carefully selected, consistently applied, and supported by judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. The annual accounts have been prepared on a going concern basis. Adequate systems and controls have been devised to ensure compliance with the provisions of all applicable laws, and such systems were found to be adequate and operating effectively during the year under review. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as "Annexure III".

18. BOARDS PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and Individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31st March 2026. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company during the period.

DETAILS IN RESPECT OF FRAUDS

During the year under review, the Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

BOARDS COMMENTS ON THE AUDITORS REPORT

The Statutory Auditors have not made any qualifications, reservations, adverse remarks, or disclaimers in their Report on the Financial Statements. The Auditors Report is self-explanatory and does not call for any further comments from the Board.

PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS

During the financial year under review, the Company has not made any investments, extended any guarantees, or provided any securities. Accordingly, no compliance was required under Section 186 of the Companies Act, 2013.

STATE OF AFFAIRS/BUSINESS HIGHLIGHTS

The Company is engaged in the business of media and advertising. There has been no change in the nature of the Companys business during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments have occurred between the close of the financial year and the date of this Report that could materially affect the financial position of the Company.

CHANGE IN DIRECTORSHIP

There has been no change in the composition of the Board of Directors during the financial year under review. The Board remained unchanged throughout the year.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, during the financial year under review.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS/COURTS/TRIBUNALS

No significant or material orders have been passed by any regulator, court, or tribunal during the financial year under review that would impact the going concern status or future operations of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (POSH)

The Company is committed to maintaining a safe, respectful, and inclusive work environment and has adopted a comprehensive Anti-Sexual Harassment Policy, with a duly constituted Internal Complaints Committee (ICC).

Particulars Number
Complaints of sexual harassment received during the year 0
Complaints disposed off during the year 0
Cases pending for more than ninety (90) days 0

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the year were conducted on an arms length basis and in the ordinary course of business. The provisions of Section 188 of the Companies Act, 2013, were not attracted. Details, as required under AS-18, are disclosed in to the Balance Sheet.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) - specifically SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), as amended from time to time.

STATUTORY AUDITORS

In terms of the provisions of Sections 139 and 141 of the Companies Act, 2013, M/s. M.C. RANGANATHAN & CO (Firm Registration No. 003061S), Chartered Accountants, were appointed as Statutory Auditors of the Company at the Extra ordinary 1 General Meeting held on 01/06/2026, for a term of five (5) consecutive years, i.e., from the conclusion of the 26th AGM to the conclusion of the 31st AGM, at such remuneration as may be fixed by the Board of Directors. The said appointment is valid and subsisting.

i) Secretarial Auditor:

  1.  

ii Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act, 2013, are not applicable to the Company.

iii Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has Internal Auditors. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

31. AUDITORS REPORT:

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks. The Auditors Report and Secretarial Auditors Report do not contain any qualifications, reservations, or adverse remarks impacting on financial or compliance controls. The Report of the Auditors is given as an Annexure, which forms part of this report.

The Secretarial Auditors Report does not include any qualifications, reservations, or adverse remarks. The Reports of the Statutory Auditor and Secretarial Auditor are given as an Annexure, which forms part of this report.

32. VIGIL MECHANISM/WHISTLE-BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said Policy is available on Companys website at https://www.dikattransworldlimited.in/about.php#.

INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26

  1. RISK ASSESSMENT AND MANAGEMENT: Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

35. LISTING WITH STOCK EXCHANGES:

During the period under review, Diksat Transworld Limited was listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2026-2027 to BSE Limited.

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

37. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website https://www.diksatransworldlimited.in/about.php#

38. *PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 2,49,600/-
b) Percentage increase/decrease in the median remuneration of employees in the financial year 2025-26: -9%
c) Number of permanent employees on the rolls of the Company as on March 31, 2026: 15 including KMP
d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.
e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of 1,00,00,000/- per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

39. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website https://www.diksatransworldlimited.in/about.php#

  1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.
b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.
c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

  1. the details of technology imported;
  2. the year of import;
  3. whether the technology been fully absorbed;
  4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

42. ARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related parties. Thus Disclosure in form AOC-2 is not required. Further, 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. The details of the related party transactions as required under Indian Accounting Standard (IND-AS) - 24 are set out in Note to the financial statements forming part of this Annual Report.

43. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

44. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companys website https://www.diksaittransworldlimited.in/about.php#

46. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the

  1. SIGNIFICANT AND MATERIAL ORDERS: There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

48. 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. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

49. 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 of March 31, 2026. Male Employees: 12 Female Employees: 3 Transgender Employees: 0 This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

50. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

51. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

52. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2026.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company.

54. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

55. GENERAL

There were no transactions with respect to following matters during the year:

  1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016
  2. There was no instance of one-time settlement with any Bank or Financial Institution

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the dedicated contribution of all employees and consultants at every level. Their competence, commitment, and cooperation have been instrumental in steering the Company towards its goals. The Board also gratefully acknowledges the continued support and guidance received from the Central and State Government departments, shareholders, and all other stakeholders.

Registered Office: No.3 Deenadayalu street, T.Nagar, Chennai, Tamil Nadu, 600017 Tel: 7338738169 CIN: L63090TN1999PLC041707 Website: www.dikattransworldlimited.in Email: cs@dikattransworldlimited.in

By Order of The Board of Directors FOR DIKSAT TRANSWORLD LIMITED
[Seal: DIKSAT TRANSWORLD LTD]
Sd/- Mrs. Meenakshi Yadav (Whole Time Director) DIN: 05238058 Chennai, Monday, August 10, 2026

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.