Your directors hereby present the 15th Annual Report of your Company together with the Audited Financial Statements and
the Auditors’ Report of your Company for the financial year ended, 31st March, 2026. The summarized financial results for the
financial year ended on 31st March, 2026 are as under:

1. Financial Summary:

The performance during the Financial Year ended March 31, 2026 has been as under:

2. State of Company’s affairs:

During the year under review, your Company has
received revenue from operations of 17,743.14 Lakhs
as against 17,205.98 Lakhs for the previous financial
year. The Net Profit for the year ended 31st March,
2026 was 1 1,042.97 Lakhs as against 1 779.34 Lakhs
for the year ended 31st March 2025.

3. Change in the nature of business, if any:

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

4. Credit rating:

During the year under review, the Company has not
obtained any credit rating from any credit rating agency,
as it is not applicable to the Company.

5. Dividend:

The Board of Directors of the Company have not
recommended any dividend for the financial year ended
March 31, 2026.

6. Transfer to general reserves:

During the financial year ended 31 March 2026, the
Company has not transferred any amount to the
General Reserve.

7. Share Capital:

A. During the year under review, the following changes
took place in the Authorized Share Capital and Paid-
up Share Capital of the Company:

i. The Company has increased its Authorised share
capital from 1 6,00,00,000 (Rupees Six Crores)
divided into 60,00,000 (Sixty Lakhs) Equity shares
to 1 10,00,00,000 (Rupees Ten Crores divided
into 1,00,00,000 (One Crore) Equity shares -
w.e.f. 18.06.2025

ii. The Company carried out a sub-division of its
authorized share capital, splitting 1,00,00,000
equity shares of face value 110 each into
5,00,00,000 equity shares of face value 12 each
(‘Sub-Division’) w.e.f. 25.07.2025.

iii. Further, on 19^th January 2026, the IPO Committee
has considered and allotted 22,18,800 Equity
Shares at 1104.00 per Equity Share (including
a share premium of 1 102.00 per Equity Share)
(“Anchor Investor Allocation Price”), to Anchor
Investors pursuant to Initial Public Offer (“IPO”)
of the company.

iv. Further, on 23^rd January 2026, the Board
approved the following:

(a) allotment of 66,98,400 equity shares
offered by way of Fresh Issue and

(b) transfer of 10,89,600 Equity Shares offered
by way of Offer for Sale; aggregating

77.88.000 (including 22,18,800 Equity
shares to Anchor allotment) Equity Shares
having face value of value 72 (Indian
Rupees Two only) at an Offer Price of

7104.00 per Equity Share (including a
share premium of 7 102.00 per Equity
Share) to the respective applicants in
various categories, in accordance with
the basis of allotment approved by BSE
Limited, in consultation with the Indorient
Financial Services Limited (“BRLM”), Kfin
Technologies Limited.

v. Further, the Company’s equity shares were
listed on the BSE SME platform with effect from
28.01.2026.

vi. The existing authorized and paid-up share capital
of the Company as on 31.03.2026 as follows:

a. Authorized Share Capital 7 10,00,00,000/-
(Rupees Ten Crores Only) divided into
5,00,00,000 (Five Crores) Equity Shares of
7 2/- each.

b. The paid-up equity shares capital of the
Company as on 31st March, 2026:

(Rs. in Lakhs)

B. Rights Issue:

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

C. Preferential allotment of Shares on Private Placement
Basis:

During the financial year, the Company has not
made any Preferential allotment of Shares on Private
Placement Basis.

D. Buy Back of Securities:

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

E. Sweat Equity Shares:

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

F. Bonus Shares:

During the financial year, the company has not issued
any Bonus shares.

G. Employees Stock Option Scheme & Employee Stock
Purchase Scheme:

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

H. Shares with differential voting rights:

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

I. Compulsorily convertible Debentures (CCDs):

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

8. Utilization of Initial Public Offer (IPO) Funds:

Utilization of Initial Public Offer (IPO) Funds/ Progress in the object(s) as on 31st March 2026 is as tabled below:

The Company does not have any Subsidiaries, Associates and Joint Ventures as on 31.03.2026. Hence, Performance and
financial position of each of the Subsidiaries, Associates and Joint Ventures (AOC -1) is not applicable.

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

Further, post closure of the financial year, the Company has incorporated a Subsidiary Company namely, ABHEDHYA
SYSTEMS PRIVATE LIMITED on 23.05.2026 in terms of products / line of business for Providing high-performance
Radio Frequency (RF) and Microwave engineering solutions and designers, developers, manufacturers, etc., with
Authorized Share Capital of ^ 15,00,000 and Paid-up Capital of ^ 5,00,000 & The Company initially invests ^ 4,00,000
(Rupees Four Lakhs Only) by subscribing to 40,000 Equity Shares of ^ 10/- each in the Subsidiary.

10. Consolidated Financial Statements:

The Company does not have any Subsidiary Companies
as on 31.03.2026, hence, there is no need to prepare
Consolidated Financial Statements for the Financial
Year ended March 31, 2026.

11. Extract of Annual Return:

The copy of the Annual Return as on 31st March, 2026
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

12. 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 - I to this Report.

13. Director’s Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013, the Directors hereby confirms
and declares that:

a. In the preparation of the Annual Accounts for
the year ended March 31, 2026, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

b. The Directors had selected Appropriate
accounting policies have been applied to them.
The directors had 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 and loss of the
company for that period;

c. The Directors had 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.

d. The Directors had prepared the annual accounts
on a going concern basis.

e. The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

f. The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

14. Board of Directors:

During the year under review, the following changes

in the composition of the Board of Directors and Key

Managerial Personnel of the Company:

• Mr. Madhusudhan Varma Jetty (DIN: 02247769),
Chairman & Managing Director of the Company
has been re-appointed as a Chairman & Managing
Director of the Company for a period of 3 (Three)
years w.e.f. 25th July, 2025 by passing a special
resolution in the Extra General Meeting of the
Company held on 25th July, 2025.

• Mrs. Radhika Varma Jetty (DIN: 03370284),
Director of the Company has been appointed
as a Whole Time Director of the Company for a
period of 3 (Three) years w.e.f. 25th July, 2025 by
passing a special resolution in the Extra General
Meeting of the Company held on 25th July, 2025.

• Mr. Jetty Shashank Varma (DIN: 03370303),
Director of the Company has been appointed as
a Whole Time Director & CEO of the Company
for a period of 3 (Three) years w.e.f. 25th July,
2025 by passing a special resolution in the Extra
General Meeting of the Company held on 25th
July, 2025.

• Mr. Hitesh Varma Jetty (DIN: 10648537), Director
of the Company has been appointed as a Whole
Time Director of the Company for a period of 3
(Three) years w.e.f. 25th July, 2025 by passing a
special resolution in the Extra General Meeting of
the Company held on 25th July, 2025.

• Mr. Balasubramanyam Danturti (DIN: 10753430),
has been appointed as an Independent Director
of the Company for a period of 5 (Five) years w.e.f.
25th July, 2025 by passing a special resolution in
the Extra General Meeting of the Company held
on 25th July, 2025.

• Mr. Madadi Ugender Reddy (DIN: 11148916),
has been appointed as an Independent Director
of the Company for a period of 5 (Five) years w.e.f.
25th July, 2025 by passing a special resolution in
the Extra General Meeting of the Company held
on 25th July, 2025.

• Mr. Sesha Rama Srinivasa Sastry Pullela
(DIN: 11148922), has been appointed as an
Independent Director of the Company for a
period of 5 (Five) years w.e.f. 25th July, 2025 by
passing a special resolution in the Extra General
Meeting of the Company held on 25th July, 2025.

The Company has received declarations of independence from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and that they are independent from Management. The
Board is of the opinion that all the Independent Directors of the Company are person’s of integrity and possess relevant
expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent
Directors of the Company have confirmed that they have registered with the Indian Institute of Corporate Affairs and
have included their name in the databank of Independent Directors within the statutory timeline as required under Rule
6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

15. Key Managerial Personnel (KMPs):The following are the Key Managerial Personnel of the Company as on 31^st March, 2026:

• Madhusudhan Varma Jetty - Chairman & Managing Director

• Radhika Varma Jetty - Whole-time Director

• Jetty Shashank Varma - Whole-time Director and CEO

• Hitesh Varma Jetty - Whole-time Director

• Sriharsha Vadakattu - Chief Financial Officer

• Kameswara Rao Vempati - Company Secretary & Compliance Officer

16. Committee of Directors:

As on March 31, 2026, the Board has following Statutory committees:

i. Audit Committeea. Composition and Meetings:

During the FY 2025-26 the Audit Committee met 5 (Five) times on 03.08.2025, 21.08.2025, 18.12.2025,

31.12.2025 and 06.03.2026. The Company Secretary acts as the Secretary to the Audit Committee.

*Audit Committee constituted with effective from 28.07.2025
b. Terms of Reference:

The Audit Committee’s terms of reference include overseeing the Company’s financial reporting process
and ensuring the integrity and transparency of financial disclosures. The Committee reviews the half-yearly
and annual financial statements with the management before they are submitted to the Board for approval.
It also evaluates the performance of the Statutory Auditors and Internal Auditors, reviews the adequacy
and effectiveness of the internal control systems, and discharges all other responsibilities prescribed under
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, as well as Section
177 of the Companies Act, 2013, read with the applicable rules framed thereunder.

ii. Nomination and Remuneration Committeea. Composition and Meetings:

During the FY 2025-26 the Nomination and Remuneration Committee met 3 (Three) times on 03.08.2025,

21.08.2025 and 06.03.2026. The Company Secretary acts as the Secretary to the Nomination and
Remuneration Committee.

* Nomination and Remuneration Committee constituted with effective from 28.0/.2025
b. Terms of Reference:

The Committee is determining and recommending the criteria for the appointment of Executive, Non¬
Executive, and Independent Directors to the Board. It identifies suitable candidates who meet the required
qualifications and recommends their appointment or removal to the Board.

The Committee reviews and determines all components of the remuneration package for Executive Directors,
including salary, benefits, bonuses, stock options, pension, and other applicable incentives.

Further, the Committee establishes evaluation criteria and conducts performance assessments of individual
Directors as well as the overall performance of the Board. It is also responsible for developing and
implementing an appropriate retention policy for the Board and Senior Management team.

iii. CSR Committeea. Composition and Meetings:

During the FY 2025-26 the CSR Committee met once on 20.03.2026. The Company Secretary acts as the
Secretary to the CSR Committee.

* CSR Committee constituted with effective from 28.0/.2025
b. Terms of Reference:

i. To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy related to
the CSR activities to be undertaken by the Company as provided in the Schedule VII and any other
related provisions, if any, of the Act and the Rules made there under.

ii. To institute a transparent monitoring mechanism for implementation of the CSR projects or programs
or activities undertaken by the Company.

iii. To recommend the amount of expenditure to be incurred on the CSR activities as per the requirement
of the Act and the rules made there under.

iv. To carry out such other functions as may from time to time, be authorized by the Board and/or required
by any Statutory Authority, by the way of amendment and/or otherwise, as the case may be, to be
attended by this Committee.

iv. Stakeholders Relationship Committee
a. Composition:

During the FY 2025-26 the Stakeholders Relationship Committee met one time on 20.03.2026. The

Company Secretary acts as the Secretary to the Stakeholders Relationship Committee.

* Stakeholders Relationship Committee constituted with effective from 28.07.2025
b. Terms of Reference:

The Committee is responsible for maintaining good investor relations and ensuring timely resolution of
shareholders’ and investors’ grievances. It addresses complaints related to share transfers, non-receipt of
annual reports, dividends, and other related matters.

17. Senior Management Personnel (SMP) and KMPs:

Senior Management Personnel (SMP) and KMPs as of March 31, 2026:

18. Directors and Officers (“D&O”) Insurance:

The Company has a Directors and Officers (D&O) insurance on behalf of all Directors including Independent Directors
and Officers of the Company for indemnifying them against any personal liability coming onto them whilst discharging
fiduciary responsibilities in relation to the Company.

19. Annual Evaluation of Performance of Board, Its Committees and Individual Directors:

The Board of Directors evaluated the annual performance of the Board as a whole, its committee’s and the directors
individually, in accordance with the provisions of the Companies

Act, 2013 and SEBI (LODR) Regulations, 2015 with specific focus on the performance and effective functioning of the
Board and Individual Directors.

Separate meetings of the Independent Directors was held on March 06, 2026 to review and evaluate the performance
of the Non-Independent Directors, the Board as a whole, and the Chairman of the Company. The Independent Directors
also assessed the quality, adequacy, and timeliness of the information flow between the Company’s management and
the Board to ensure that the Board was able to discharge its responsibilities effectively and efficiently.

The manner in which the evaluation has been carried out has been explained in the Corporate

Governance Report, annexed herewith. The Board of Directors has expressed its satisfaction with the entire evaluation
process.

20. Corporate Governance Disclosure Requirements:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of
its stakeholders. Better governance practice enables the Company to introduce more effective internal controls suitable
to the changing nature of business operations, improve performance and provide an opportunity to increase stakeholders
understanding of the key activities and policies of the Organization.

Further Pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015,
read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, regulations of
corporate governance are not applicable to company.

The key aspects of the Company’s corporate governance
practices have been disclosed in this Annual Report for
the information and benefit of the shareholders.

Accordingly, this Annual Report does not contain a
separate Corporate Governance Report. However, the
relevant and material corporate governance disclosures
have been incorporated, wherever applicable, as part of
this Directors’ Report.

21. Management discussion and analysis report:

Pursuant to Regulation 34 (2) (e) read with Schedule V of
SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, Management Discussion & Analysis
Report for the year under review forms the part of this
report and is marked as Annexure - ‘II’ to this report.

22. Material changes and commitment occurred after the
end of the Financial Year and up to the date of the
Report:

I. During the FY 2025-26, the Company has filed
Voluntary Adjudication Applications with the
Registrar of Companies (ROC), Hyderabad under
Section 42 and 454 of the Companies Act, 2013
in respect of certain Procedural lapses / delay in
filing of statutory forms.

After the closure of the financial year 2025-26,
in the month of April, 2026, the Company has
received 8 (eight) Adjudication orders from
Registrar of Companies (ROC), Hyderabad with
respect to the above adjudication applications,
out of which, the Company has paid the penalties
for 5 Adjudication orders amount aggregating to
Rs.62,500.

Further, the Company has made 3 (three) separate
appeals before Regional Director, Southeast
Region, Ministry of Corporate affairs, Hyderabad
against the above adjudication orders of ROC,
Hyderabad. The Regional Director, Southeast
Region, Hyderabad allowed the Company
appeals by its Appeal Orders dated 04.05.2026
and set aside the said 3 adjudication orders of
ROC, Hyderabad.

As on the date of this report there are no pending
penalties, notices, adjudication applications and
appeals.

II. Post closure of the financial year, the Company
has incorporated a Subsidiary Company namely,
ABHEDHYA SYSTEMS PRIVATE LIMITED on

23.05.2026 in terms of products / line of business
for Providing high-performance Radio Frequency
(RF) and Microwave engineering solutions and
designers, developers, manufacturers, etc., with
Authorized Share Capital of 7 15,00,000 and
Paid-up Capital of 7 5,00,000 & The Company
initially invests 7 4,00,000 (Rupees Four Lakhs

Only) by subscribing to 40,000 Equity Shares of
7 10/- each in the Subsidiary.

23. Internal Financial Control System:

There is an adequate internal control system including
Internal Finance Control system in the Company with
reference to process and working operations.

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 Company’s 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 Company’s
operations.

24. Insurance

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

25. Acceptance of Public Deposits

The During the year under review, the Company has
not accepted any public deposits falling within the
ambit of Section 73 of the Companies Act, 2013 and
the rules made thereunder. The requisite return for FY
2025-26 with respect to amount(s) not considered as
deposits has been filed. The Company does not have
any unclaimed deposits as of date.

26. Loans, Guarantees or Investments made under
section 186 of the Companies Act, 2013:

Pursuant to provisions of section 186 of the Companies
Act, 2013, during the year under review, no loans
or guarantees were given by the Company and no
investments in the securities of any other company are
made.

27. Particulars of Contract and Arrangement under
Section 188:

All related party transactions that were entered into
during the financial year were at an arm’s 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 - III 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, 2026.

28. Transfer to Investor Education & Protection Fund:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there was no amount required to be
transferred to the Investor Education & Protection Fund.

29. Meetings:i. Board Meetings:

During the year under review, Eighteen Board Meetings (18) were convened and held and the gap between two
meetings did not exceed 120 days. Details of the Board Meeting provided in below table:

ii. General Meetings:

During the year under review, the Annual General Meeting was held on 18^th August, 2025 and Extra-Ordinary
General Meetings were held on 18th June 2025, 25th July 2025 and 08^th September, 2025.

30. 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 2025-26 under review were in receipt of remuneration in aggregate
more than 2 1,02,00,000/- as:

Notes:

i. Mr. Madhusudhan Varma Jetty is the Managing Director and shareholder of the Company (holding 1,24,25,400
Shares). He is also relative of other directors.

ii. The following Directors and Shareholders are the relatives of the Mr. Madhusudhan Varma Jetty as on 31.03.2026

31. Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards:

The Company has complied with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time. Further, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) relating to meetings of the Board of Directors
(SS-1) and General Meetings (SS-2), as approved by the Central Government under Section 118 of the Companies Act,
2013, during the financial year under review.

32. Statutory Auditors:

At the 13^th General meeting of the Company held on 30^th September, 2024, M/s. B. Srinivasa Rao & Co, Chartered
Accountants firm, Hyderabad (FRN. 008763S) having a valid peer review certificate, issued by Peer review board of ICAI,
were appointed as Statutory Auditors of the from the conclusion of 13^th Annual General Meeting till the conclusion of
the Annual General Meeting to be held in the year 2029, at a remuneration as may be decided by and between the
Auditors and Board of Directors of the Company.

The Auditors’ Report for the financial year ended on March 31, 2026, has been provided in “Financial Statements”
forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark. The observations
made in the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

33. 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.

34. Board’s response on Auditor’s 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.

35. Internal Auditors:

M/s. P B S K and Associates Practicing Chartered Accountants Firm, Hyderabad (Firm Regn. No.:017838S) have been
appointed Internal Auditors of the Company for the Financial Year 2025-26 and further re -appointed for the financial
year 2026-27 by the Board of Directors of the Company basis based on the recommendation of the Audit Committee.
The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit Committee of the Company.

36. Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s.
SARV & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on
March 31, 2026. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2026, is attached
to the Director’s Report and forming part of this Annual Report (Annexure- IV).

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark.

37. Corporate Social Responsibility (CSR):

The Company has constituted Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated
and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding
principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board.
The CSR Policy adopted by Board is available on the website of the Company and is accessible through the link:

https://digilogicsystems.com/investors/corporate-governance/statutory-policies/

As per the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company is required to spend at least 2% of the average net profits of the three immediately
preceding financial years on eligible Corporate Social Responsibility (CSR) activities specified under Schedule VII to the
Act and in line with the CSR Policy of the Company, the Company require to spent 2 11.13 Lakhs towards CSR activities
during the financial year 2025-26.

The Company has contributed 2 11.50 lakhs against its obligation of 2 11.13 Lakhs towards CSR pursuant to the
recommendation by Corporate Social Responsibility (CSR) Committee and approved by the Board of Directors.

The Annual Report on CSR activities of the Company has been attached as Annexure - V and forms part of this Report.

38. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
and Maternity Benefit Act, 1961:

The Company is committed in providing a healthy environment to all employees that enables them to work without the
fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line
with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013.

Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with its provisions.

Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, in the following format:

39. 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.

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.

40. Vigil Mechanism/Whistleblower Policy:

In line with the provisions of the Section 177(9) of the
Companies Act, 2013, your Company has adopted
Whistle Blower Policy, as part of vigil mechanism to
provide appropriate avenues to the Directors and
employees to bring to the attention of the management
any issue which is perceived to be in violation of or in
conflict with the fundamental business principles of the
Company.

This vigil mechanism provides for adequate safeguards
against victimization of employees and directors who
avail of the vigil mechanism and also provide for
direct access to the chairman of the Audit committee,
in exceptional cases. The Company Secretary is the
designated officer for effective implementation of the
policy and dealing with the complaints registered under
the policy.

https://digilogicsystems.com/investors/corporate-

governance/statutory-policies/

During the year under review, no incidence under the
above mechanism was reported.

41. Code of Conduct:

The Company has adopted a Code of Conduct for all
Board members and senior management personnel.

The Company has adopted a Code of Conduct for
Prevention of Insider Trading pursuant to Regulation 9
of the SEBI (Prohibition of Insider Trading) Regulations,
2015, to regulate, monitor, and report trading activities
of Designated Persons and their immediate relatives.

The Code aims to prevent the misuse, unauthorized
communication, or disclosure of Unpublished Price
Sensitive Information (“UPSI”) and ensures transparent
and compliant trading practices.

The Company maintains a Structured Digital Database
(“SDD”) software to record and monitor the sharing of
UPSI, including details of authorized persons, purpose,
and timing of such disclosures, ensuring proper
traceability and auditability.

The Company has implemented necessary controls
to restrict access to UPSI and ensure compliance
with applicable regulatory requirements. Designated
Persons are informed of their obligations relating
to trading restrictions, pre-clearance requirements,
disclosures, and trading window restrictions. Through
these measures, the Company remains committed to
maintaining confidentiality of UPSI and preventing
insider trading.

The detail policy on the Code of Conduct is available on
the website of the Company at:https://digilogicsystems.
com/investors/corporate-governance/statutory-
policies/

42. Particulars of Employees and Related Disclosures:

The Directors place on records their sincere
appreciation for the valuable contribution, commitment,
and dedicated efforts made by the employees of
the Company. The Directors acknowledge that the
continued support and commitment of the employees
will contribute significantly towards the achievement of
the Company’s objectives and future growth.

The disclosure relating to remuneration and other
particulars of employees, as required under Section
197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed to this
Report as Annexure ''VI’.

Further, pursuant to the provisions of Section 197(12)
of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended from
time to time, a statement containing the names and
other particulars of employees covered under the said
provisions is annexed to this Report as an Annexure
''VI’.

43. The names of Companies which have become or
ceased to be Company’s Subsidiaries, Joint Ventures
or Associate Companies during the year:

During the year under review, no company became or
ceased to be a subsidiary, joint venture, or associate
company of the Company.

Further, Post closure of the Financial year, the
Company incorporated a subsidiary company namely
ABHEDHYA SYSTEMS PRIVATE LIMITED’ on

23.05.2026.

44. Related Parties Transactions:

The particulars of transactions or contracts entered, or
arrangements made with related parties pursuant to
provisions of section 188 of the Companies Act, 2013
is provided in Annexure III (in the format AOC-2) and is
attached to this Report.

Details of related party transactions entered by the
Company, in terms of Accounting Standard-18 have
been disclosed in the notes to the financial statements
forming part of this Report.

The Related Party Transactions policy is available on the
website of the Company:

https://digilogicsystems.com/investors/corporate-

governance/statutory-policies/

45. Significant and material order passed by the
Regulators/ courts:

During the FY 2025-26, the Company has filed
Voluntary Adjudication Applications with the Registrar

of Companies (ROC), Hyderabad under Section 42 and
454 of the Companies Act, 2013 in respect of certain
Procedural lapses / delay in filing of statutory forms.

After the closure of the financial year 2025-26, in
the month of April, 2026, the Company has received
8 (eight) Adjudication orders from Registrar of
Companies, (ROC), Hyderabad with respect to the
above adjudication applications, out of which, the
Company has paid the penalties for 5 Adjudication
orders amount aggregating to Rs.62,500

Further, the Company has made 3 (three) separate
appeals before Regional Director, Southeast Region,
Ministry of Corporate affairs, Hyderabad against the
above adjudication orders of ROC, Hyderabad. The
Regional Director, Southeast Region, Hyderabad
allowed the Company appeals by its Appeal Orders
dated 04.05.2026 and set aside the said 3 adjudication
orders of ROC, Hyderabad.

As on the date of this report there are no pending
penalties, notices, adjudication applications and
appeals.

46. Details of application made or any proceedings
pending under Insolvency and Bankruptcy Code,
2016 during the FY along with the current status:

During the year under review, no application was
made, nor were any proceedings pending against the
Company under the Insolvency and Bankruptcy Code,
2016.

47. 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
thereof:

The Company has not made any application for One
Time Settlement (OTS) with any banks or financial
institution.

48. Cost Audit and Cost Record

Pursuant to Section 148 of the Companies Act
2013 read with the Companies (Cost Records and
Audit) Rules, 2014, the provisions of Cost Audit are
not applicable to the Company for the FY 2025-26,
however maintaining the Cost records are applicable to
the Company and the company is maintaining the Cost
records.

49. Annual Return and Annual Reports:

Annual return and Annual Reports of Company has
been made available on the website of the Company:
https://digilogicsystems.com/investors/

50. Risk Management:

The Board of directors of the Company regularly
reviewed and has adopted measures to frame,
implement and monitor the risk management plan for
the company. The Board is responsible for reviewing the
risk management plan and ensuring its effectiveness.
The audit committee has additional oversight in
systematically addressed through mitigating actions on
a continuing basis.

51. Acknowledgments:

The Chairman and the Board of Directors of the
Company take this opportunity to express their sincere
gratitude to the Company’s bankers for their continued
support. The Board also extends its appreciation to the
Company’s shareholders, stakeholders, and employees
for their unwavering trust, commitment, and valuable
contributions.

For and on behalf of the Board of Directors of
DIGILOGIC SYSTEMS LIMITED

(Formerly known as Digilogic Systems Private Limited)

Date: 22.08.2026
Place: Hyderabad

Sd/- Sd/- Sd/-

Madhusudhan Varma Jetty Radhika Varma Jetty Jetty Shashank Varma

Chairman & Managing Director Whole-time Director Whole-time Director & CEO

DIN:02247769 DIN:03370284 DIN:03370303

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:

2. Review of Operations and State of Company’s 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

t° A

Digilogic Systems Limited

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 Hundred 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 ?10 each into 5,00,00,000 equity
shares of face value 2 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. ,

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 arm’s
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 designation
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

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

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

Extra General Meetings

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. Company’s Policy relating to Director’s 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 or more; or in aggregate, outstanding loans,
debentures and deposits, exceeding Rs.50 crore or\more shall constitute a Nomination and
Remuneration Committee.

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.

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 from banks or public
financial institutions exceeding Rs 100 crore rupees or more at any point-of time 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. Board’s response on Auditor’s 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 Company’s 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.

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

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

No significant and material orders were passed by the regulators or courts or tribunals impacting
the going concern status and Company’s 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:

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

Jettv as on 31.03.2025

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 Company’s 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
Company’s 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

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:

2. Review of Operations and State of Company’s 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

Digilogic Systems Limited \

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 Hundred 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 10 each into 5,00,00,000 equity
shares of face value 2 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. ,

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 arm’s
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 designation
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

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

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

Extra General Meetings

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. Company’s Policy relating to Director’s 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 or more; or in aggregate, outstanding loans,
debentures and deposits, exceeding Rs.50 crore or more shall constitute a Nomination and
Remuneration Committee.

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.

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 from banks or public
financial institutions exceeding Rs 100 crore rupees or more at any point of time 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. Board’s response on Auditor’s 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 Company’s 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.

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

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

No significant and material orders were passed by the regulators or courts or tribunals impacting
the going concern status and Company’s 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:

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

Jettv as on 31.03.2025

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 Company’s 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
Company’s 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