Net Pix Shorts Digital Media Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting their Fourth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^s1 March, 2023 (period under review),

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2023 and the previous financial year ended March 31, 2023 is given below:

Particulars	31st March, 2023	31s< March, 2022
Total Income	5797139	4766806
Less: Expenditure	6300074	7650981
Profit (Loss) Before Depreciation	-688567	-3210725
Less: Depreciation	185632	326550
Profit (Loss) Before Tax	-688567	-2884175
Prior year adjustments	0.00	0.00
Provision for Current Tax	0.00	0,00
Provision for Deferred Tax	-335794	-484460
Net Loss / Profit alter Tax	-352773	-2399715
Earnings Per Share (FV of Rs. 10/- per share)
1, Basie	(0.11)	(0.75)
2. Diluted	(0-11)	(0.75)

2. REVIEW OF OPERATIONS:

The Company has incurred loss of Rs, (352773) after providing for tax as against profit of Rs. (2399715) in the previous year.

3. CASH FLOW AND CONSOLIDATED FINANCIAL 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) fD) 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 3 1, 2023.

6. SHARE CAPITAL:

The authorized share capita) of the company is Rs, 3,35,00,000/- divided into 33,50,000 equity shares of Rs. 10/-

Thc Paid-up capital of the Company is Rs. 3,20,00,600/- divided into 32,00,060 Equity shares of Rs. 10/-

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

7. 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,

8. CHANGE IN NATURE OF BUSINESS. IF ANY:

There has been no change in nature of business of the Company during the F.Y under review.

9. DISCLOSURES BY DIRECTORS:

The Board of Directors have 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. 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 F.Y and the date of this Report.

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of annual return in MGT 9 as a part of this Annual Report.

The Company has a website www.netDixsliorts.com. Hence the Annual Return referred to in Section 92 (3) of the Companies Act, 2013 in Form MGT 9 & Form MGT-7 are uploaded.

13. CHANGE IN SHARE CAPITAL:

There is no changed in Share Capital for year ended March 31, 2023.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There is a Change in Directors

(a) During the period under review, there was following change in Directors;

Sr. No. Date	Name of Director	Changes
1 20/06/2019	Danish Zakaria Aghadi (DIN-05017846)	Appointment as Managing Director
2 20/06/2019	Nazish Imran Furniturewala (DIN-08294240)	Appointment as Executive Director
3 11/11/2019	Sony Adhya Pandey (DIN-08608227)	Appointment as Non-Executive Independent Director
4 27/08/2020	Rahul Kishor Dayama (DIN- 07906447)	Appointment as Non-Executive Independent Director
5 20/01/2023	Mr, Pradeep Pandey (DIN- 09244493)	Appointment as Non-Executive Independent Director

(b) Committees of Board of Directors:

Sr. Date	Committee	Director Name
No.
1 12/05/2022 And	Audit Committee	Mr, Rahul Dayama - Nou- Executive Independent Director- Chairman
14/11/2022		Ms, Sony Pandey- Non-Executive Independent Director - Member
		Mr, Danish Zakaria Aghadi - Managing Director - Member
2 12/05/2022 And	Nomination & Remuneration Committee	Mr. Rahul Dayama - Nou- Executive Independent Director - Chairman
14/11/2022		Ms. Sony Pandey - Non- Execntive Independent Director - Member
		Ms. Nazish Furniturewala - Non- Executive Non-Independent Director - Member
3 12/05/2022	Stakeholder Relationship Committee	Ms. Sony Pandey- Non-Executive Independent
And		Director - Chairman
14/11/2022		Ms. Nazish Furniturewala - Non- Executive Non-Independent Director - Member
		Mr. Danish Zakaria Aghadi - Managing Director - Member

• The Company Secretary of our Company acts as the Secretary to the Committee.

(c) Retirement by Rotation of the Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms, Nazish Imran Furniturewala, Executive Director of the Company, retires by rotation and offers herself for re- appointment.

The brief resume of Ms. Nazish Imran Furniturewala, the nature of her 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.

(cl) 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(l)(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, 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.

15. BOARD MEETINGS:

The Company held Six meetings of its Board of Directors during the year on 12/05/2022, 10/06/2022,02/09/2022, 14/11/2022,20/01/2023 & 31/03/2023.

16. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mr. Rahul Dayama. During the year, the committee met three times with full

attendance of all the members. The composition of the Audit Committee as at March 31, 2023 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
			12/05/2022	02/09/2022	14/11/2022	20/01/2023
Mr. Rahul Dayama	Non- Executive Independent Director	Chairman	Yes	Yes	Yes	Yes
Ms. Sony Pandey	Non- Executive Independent Director	Member	Yes	Yes	Yes	Yes
Mr. Danish Zakaria Aghadi	Managing Director	Member	Yes	Yes	Yes	Yes

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, 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, continued working under Chairmanship of Mr, Rahul Dayama During the year, the committee met

one times with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2023 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 14.11,2022
Mr. Rahul Dayama	Non-Executive Independent Director	Chairman	Yes
Ms. Sony Pandey	Non-Executive Independent Director	Member	Yes
Ms. Naz.ish Furniturewala	Executive Director	Member	Yes

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:

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

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

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Ms. Sony Pandey. During the year, the committee met one times with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2023 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
			12/05/2022	02/09/2022	14.11.2022	20/01/2023
Ms. Sony	Non-	Chairman	Yes	Yes	Yes	Yes
Pandey	Executive Independent Director
Ms. Nazish Furniturewala	Executive Director	Member	Yes	Yes	Yes	Yes
Mr. Danish Zakaria Aghadi	Managing Director	Member	Yes	Yes	Yes	Yes

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:

The terms of reference of the Committee are:

o transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus share pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annua! reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31,2023.

Ms. Saloni Kachhwaha, Company Secretary of the Company is the Compliance Officer.

17. BOARD 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 Nomination Remuneration Committee also carried out evaluation of every directors performance.

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.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

19. AUDITORS:

i. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7^th May 2018 deleting the provision of annual ratification of the appointment of B. L. Dasharda & Associates, auditor, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with and no resolution has been proposed for the same,

ii. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Pimple & Associates, a firm of Company Secretaries in Practice (CP No. 21773), to undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The Secretarial Audit Report for F.Y. 2022-23 is annexed herewith as "Annexlire IT.

iii. Cost Auditor:

Your Company is principally engaged into to carry on in India or elsewhere the business to produce, promote, project, participate, prepare, develop, shoot, expose, edit, exhibit, make, remake, mix, remix, display. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

iv. 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

reappointed B, L. Dasharda & Associates, Chartered Accountants, (FRN No. 1126I5W) as the internal Auditors of your Company for the financial year 2022-2023. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from me to me.

20. AUDITORS REPORT:

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

21. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established.

22. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with read with rules made there under, the Board has appointed B. L. Dasharda & Associates, Chartered Accountant, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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.

23. 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 lime to handle and minimize these risks.

24. LISTING WITH STOCK EXCHANGES:

Net Pix Shorts Digital Media Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual lasting Fees for the year 2022-23 to BSE Limited.

25. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

26. 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 http:// www.netpixshorts.com

27. 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.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. 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. Details of foreign Exchange Earnings and Outgo.

fj Particulars No.	Current Year 2022-23	Previous Year 2021-22
1 Earning in Foreign Exchange:
Hosting Charges received in	66,810	1,27,290
2 Expenditure in Foreign Currency:
(a) CIF value of Imports	-	-
(b) Other Expenditure	-	-

2S- PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

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

29. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

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

30. 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 arms length basis. Thus, Disclosure in form AOC-2, Further, during the year, the Company had 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. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Accounting Standard (AS) - DS are set out in Note to the financial statements forming part of this Annual Report.

31. 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.

32. DEPOSITS:

Your Company did accept / hold any deposits from public / shareholders / (Inter Corporate Deposits) during the year under review.

33. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Act during the F.Y were in the ordinary course of business and on an amis length pricing basis and do not attract the provisions of Section 18H of the Act. There were no materially significant transactions with the related parties during the F.Y which were in conflict with the interest of the Company.

34. FRAUD REPORTING:

1here have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

35. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and .materia! orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITION AND REPRESSAL1 ACT, 2013:

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 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

37. 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.

38. CORPORATE GOVERNANCE:

In terms of SEB1 (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.

39. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. 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.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

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 2022-23.

40. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, 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.

41. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

On Behalf of The Board of Directors For NET PIX SHORTS DIGITAITmEDIA LIMITED

ANISH ZAKARIA AGHADI f+J/ MANAGING DIRECTOR ^ DIN-05017846

Registered Office: 1402, Z A Towers, Zohra Aghadi Yari Road, Versova, Andheri West Mumbai - 400061.

Tel: 9766584400. CIN: L22300MH2019PLC327005 Website: www.netpixshorts.coin Email: info@iictpixshorts.com

Place: Mumbai

Date: 05/09/2023