Dear Members,
The Board of Directors of the Company ("the Board") is
pleased to present the Third Annual Report which includes an overview of Company's
business and operations alongwith the Audited Financial Statements for the financial year
ended March 31, 2025 (‘the year').
FINANCIAL RESULTS
In accordance with the provisions of the Companies Act, 2013(‘the
Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time ("Listing Regulations"), the Company has prepared
its standalone and consolidated financial statements for the Financial Year ended March
31, 2025. A summary of these financials is provided below:
(Rs. in Lacs)
Particulars |
Standalone |
|
Consolidated |
|
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
2,784.17 |
3,190.09 |
4,978.46 |
4,762.52 |
| Other Income |
795.98 |
723.97 |
827.47 |
738.96 |
| Total Income |
3,580.15 |
3,914.06 |
5,805.93 |
5,501.48 |
| Profit before tax |
704.26 |
600.12 |
974.22 |
567.61 |
| Tax Expenses |
179.34 |
165.90 |
183.66 |
162.14 |
| Profit for the year |
524.92 |
434.22 |
790.56 |
405.47 |
| Other comprehensive Income/ loss |
4,107.26 |
8,561.27 |
4,094.95 |
8,571.95 |
| Total comprehensive Income |
4,632.19 |
8,995.49 |
4885.51 |
8,977.42 |
Highlights of the Company's financial performance for the year
ended March 31, 2025 are as under:
Standalone
During the year under review, total income was Rs. 3580.15 Lacs as
against Rs. 3914.06 Lacs for the previous year. Profit before tax was Rs. 704.26 Lacs and
Profit after tax (PAT) was at Rs. 524.92 Lacs. Total Comprehensive Income for the year
after all other adjustments was Rs. 4632.19 Lacs. Retained earnings as on March 31, 2025
was Rs. 1,578.40 Lacs (March 31, 2024 1,053.48 Lacs).
Consolidated
Total consolidated income was Rs. 5805.93 Lacs as against Rs. 5501.48
Lacs for the previous year. Profit before tax was Rs. 974.22 Lacs and Profit after tax
(PAT) was at Rs. 790.56 Lacs. Total Comprehensive Income for the year after all other
adjustments was Rs. 4885.51 Lacs.
The operational performance, including major developments, has been
further discussed in detail in the Management Discussion and Analysis section.
DIVIDEND
During the year under review, the Company did not declare dividend
opting instead to conserve resources.
Dividend Distribution Policy as approved by the Boad is available at
the Company's website and can be accessed at
https://www.digidrivelimited.com/resources/pdf/investor/
new/dividend_distribution_policy_digidrive_limited.pdf No amount has been transferred to
General Reserves during the Financial Year ended on March 31, 2025.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis for the year under review is given in a separate
section which forms part of this Report as Annexure ‘A'.
HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
As of March 31, 2025, the Company remained a subsidiary of Composure
Services Private Limited and has one Subsidiary Company, Open Media Network Private
Limited (OMNPL) being the material subsidiary in terms of Listing Regulations.
The operations of the Company's subsidiary are detailed in
Management Discussion and Analysis, which forms part of the Annual Report. In compliance
with Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial statement of the subsidiary company
in Form No. AOC-1 is included in this Report. Further in accordance with the provisions of
Section 136 of the Act and the amendments thereto, alongwith the Listing Regulations, the
audited financial statements of the subsidiary company are available on the Company's
website and can be accessed at https://
www.digidrivelimited.com/resources/pdf/investor/new/
OPEN_MEDIA_NETWORK_PRIVATE_LIMITED_2024_2025. pdf The Company has formulated a Policy for
determining Material Subsidiaries which is available on the Company's website and can
be accessed at: https://www. digidrivelimited.com/resources/pdf/investor/new/Policy_
for_Determination_of_Material_Subsidiary.pdf Open Media Network Private Limited is
classified as a material subsidiary of the Company as defined under Regulation 16 (1) (c)
of Listing Regulations. In accordance with Regulations 24 of Listing Regulations, the
Secretarial Audit Report issued by M/s. Kamana Goenka & Associates, Practicing Company
Secretaries, for the material Subsidiary Company is attached as annexure herewith and
forms an integral part of the Annual Report.
The Company did not have any Joint Venture or Associate Company as of
March 31, 2025.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act, Indian Accounting
Standards and the Listing Regulations, the Consolidated Financial Statements of the
Company for the Financial Year 2024-25, duly audited by Company's Statutory Auditors,
Messrs. Vidya & Co., Chartered Accountants, are included in the Annual Report. These
will be presented to the members at the forthcoming AGM of the Company as required under
the Act.
The audited financial statements including the consolidated financial
statements of the Company alongwith all other documents, are available on the
Company's website and can be accessed at https://www.digidrivelimited.com/
resources/pdf/investor/new/Annual_Report_2024-25.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act read with
the Articles of Association of the Company,
Mr. Kiran Bhaskar Bandekar (DIN: 10245133) will retire by rotation at
the forthcoming AGM and being eligible, offer himself for his re-appointment. The Board,
on the recommendation of the Nomination and Remuneration Committee, has recommended his
re-appointment.
The Notice of the Third Annual General meeting contains an appropriate
resolution proposing his re-appointment. Further, during the year under review, there were
no changes in the Directors and Key Managerial Personnel of the Company.
The Company has received necessary disclosure/ declarations from all
the Independent Directors of the Company confirming that they meet the criteria for
independence prescribed under the Act and the Listing Regulations.
The Company has in place a Remuneration Policy for Directors, Key
Managerial Personnel and other employees of the Company and the same can be accessed on
the Company's website at: https://www.digidrivelimited.
com/resources/pdf/investor/new/Nomination_and_ Remuneration_Policy.pdf The key skills,
expertise and core competencies of the Board are outlined in the Report on Corporate
Governance which forms part of this Annual Report.
Additionally, during the year under review, the Non-Executive Directors
of the Company had no pecuniary relationship or transactions with the Company, other than
sitting fees and commission, as applicable.
The Board of Directors met during the financial year 2024-2025 on the
following dates: May 28, 2024, August 09, 2024, November 14, 2024 and February 14, 2025.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors of your Company met on November 14, 2024 and
February 14, 2025 without the attendance of Non-Independent Directors and members of the
management. During these meetings, Independent Directors reviewed the performance of
Non-Independent Directors, the Committees of the Board and the Board as a whole. They also
assessed the performance of the Chairman of the Company and evaluated the quality,
timeliness and adequacy of flow of information between the management and the Board
ensuring that the Board has the necessary information to effectively discharge its duties.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards,
SS-1 and SS-2 issued by the Institute of Company Secretaries of India and notified by the
Ministry of Corporate Affairs, Govt. of India, relating to Meetings of the Board of
Directors and General Meetings respectively.
BOARD DIVERSITY
The Company recognises the importance of a diverse Board in driving its
long-term success. A truly diverse Board brings together varied perspective, experience,
expertise across domains such as financial, global business, leadership and technology.
Such diversity enhances the quality of decision making and helps the Company to maintain
its competitive edge.
In accordance with Section 178(3) of the Act and Regulation 19 read
with Part D of Schedule II to the Listing Regulations, the Nomination and Remuneration
Committee (‘NRC') is responsible for identifying and evaluating the
qualifications, positive attributes and independence of a Director.
Further details on Board diversity are provided in the Corporate
Governance which forms part of this Report.
BOARD EVALUATION
To ensure effective functioning of the Board and its Committees and in
compliance with statutory requirements, the Company conducted the annual performance
evaluation of the Board as a whole, its Committees and the Chairman during the year. The
evaluation was carried out based on a defined framework and criteria approved by the
Nomination and Remuneration Committee (NRC). A detailed disclosure of the evaluation
process, parameters and the outcome has been provided in the Corporate Governance Report
which forms part of this Report.
COMMITTEES OF THE BOARD
The Board constituted the Committees under the Provisions of the
Companies Act, 2013 and SEBI Listing Regulations, 2015 to focus on certain specific areas
and make informed decisions within their delegated authority.
The following statutory Committees constituted by the Board, each with
defined roles and responsibilities:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Details regarding the composition, terms of reference and number of
meetings held by these committees are provided in the Corporate Governance Report which
forms part of this Report.
EQUITY SHARE CAPITAL
During the year under review, there was no change in the authorised,
issued, subscribed and paid-up Equity Share Capital of the Company. The Equity Shares of
the Company continued to be listed with BSE Limited (BSE) and the National Stock Exchange
of India Ltd (NSE). The Company has duly paid the requisite listing fees to the Stock
Exchanges for the Financial Year 2025-26.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors hereby
state and confirm that: i) in the preparation of the accounts for the financial year ended
March 31, 2025, the applicable accounting standards have been followed along with proper
explanation relating to the material departures, if any; ii) the Directors have selected
such accounting policies and applied them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of the Company for that
period; iii) the Directors 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) the Directors have prepared the annual accounts on a going concern basis; v) the
Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and vi)
The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
The Company remains committed to upholding the highest standards of
Corporate Governance with a focus on long-term value creation and protecting
stakeholders' interests. This is achieved through the application of due care, skill
and diligence in business decisions, alongwith consistent adherence to the requirements of
Listing Regulations, the Act and other applicable statutes.
In compliance with Regulation 34 read with Schedule V of the Listing
Regulations, a detailed Report on Corporate Governance for the year under review, is
provided as a separate section of this Annual Report and is annexed as Annexure ‘B'.
Additional Shareholders Information is also provided as Annexure ‘C'.
A certificate from the Practicing Company Secretaries confirming
compliance with Corporate Governance requirements, as prescribed under the Listing
Regulations, is also annexed to this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and materials orders were passed by any Regulators or
Courts or Tribunals that impacts the status of your Company as a going concern or its
future operations.
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there was no application made or
proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
CHANGE IN THE NATURE OF THE BUSINESS
During the year under review, there was no change in the nature of the
business of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the provisions of Section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibilities were not applicable to
the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In terms of Regulation 34(2)(f) of Listing Regulations, BRSR Reporting
is not applicable to the Company for the year under review.
RELATED PARTY TRANSACTIONS
All contracts or arrangements entered into by the Company with its
related parties during the year under review were in compliance with the provisions of the
Act and the Listing Regulations. Such contracts were executed in the ordinary course of
business, on an arm's length basis and were approved by the Audit Committee.
During the year the Company had no material contracts or arrangements
with related parties were entered into, except with Saregama India Limited. Details of
contracts/arrangements/transactions with related party which are required to be reported
in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure -'D'
to this Report. These transactions were executed in the ordinary course of business and on
an arm's-length basis and within the limits approved by the Members. The Policy
Statement on Materiality and dealing with Related Party Transactions is available on the
Company's website and can be accessed at https://www.digidrivelimited.com/
resources/pdf/investor/new/POLICY_STATEMENT_ON_
MATERIALITY_OF_RELATED_PARTY_TRANSACTIONS.pdf The details of the Related Parties and
transactions thereof are provided in Notes 26 of the Standalone Financial Statements.
RISK MANAGEMENT
The Company has established a structured Risk Management Framework,
aimed at identifying, assessing and effectively mitigating key risks. The Risk Management
Committee is entrusted with the responsibility assisting the Board in: a) overseeing the
overall risk management framework of the Company; and b) ensuring that all material risks
-Strategic and Commercial (including Cybersecurity), Safety and Operational, Compliance,
Control and Financial – are appropriately identified and assessed and mitigated
through adequate measures. In addition, the Audit Committee provides oversight
specifically in the areas of financial risks and controls. Further, details are provided
in a separate section forming part of this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company maintains zero tolerance towards sexual harassment at the
workplace. In compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and
Rules made thereunder, the Company has implemented a comprehensive policy to ensure safe
and respectful work environment. An Internal Complaints Committee (ICC) has been
constituted to address and resolve the complaints under the POSH Act. The Company also
conducts regular training / awareness programmes throughout the year to promote
sensitivity and awareness about workplace dignity and respect.
Details of complaints, if any, received/disposed, during the Financial
Year 2024-25 are provided in the Report on Corporate Governance.
INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY
The Company has established adequate internal financial controls to
ensure the orderly and efficient conduct of the business. These controls encompass
adherence to the Company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures. The internal financial controls are
deemed adequate and operating effectively. Their effectiveness is maintained through
periodic management reviews, self-assessment procedures and independent testing by the
Internal Audit Department of the Company.
The Company is of the view that these systems provide reasonable
assurance regarding the adequacy and effective operations of its internal financial
control.
AUDITORS AND AUDITORS' REPORT
1. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. Vidya & Co., Chartered
Accountants, (ICAI Firm Registration No. 308022E) were appointed as the Statutory Auditors
of the Company for a term of five consecutive years, from the First Annual General Meeting
till the Sixth Annual General Meeting to be held in the year 2028.
The Auditors' Report on the financial statements for the year
under review does not contain any qualifications, reservations or adverse remarks. The
Notes on financial statements, as referred to in the Auditors' Report are
self-explanatory and do not require any further clarifications.
Further, during the year under review, the Auditors have not reported
any fraud under in Section 134(3) (ca) of the Act.
2. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
the Secretarial Audit of the Company was conducted by M/s. Kamana Goenka
& Associates, Practicing Company Secretaries (Firm Unique
Code - S2023MH947200 and Peer Review No. 4701/2023) for the financial year 2024-25.
The Secretarial Audit Report pursuant to Section 204 of the Act, is
attached in the Annexure ‘E' forming part of this Report.
In compliance with Regulation 24A of the Listing Regulations, the
Secretarial Audit Reports of material unlisted subsidiary of the Company, Open Media
Network Private Limited for the Financial Year 2024-25 is also annexed to this Annual
Report as Annexure ‘F'. The Secretarial Audit Reports of the Company and
its material unlisted subsidiary do not contain any qualifications, reservations or
adverse remarks. In terms of Regulation 24A of the Listing Regulations, as amended and
provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and subject to the approval of the
Members in the ensuing Annual General Meeting (‘AGM'), the Board of Directors of
the Company, based on recommendation of the Audit Committee, has approved the appointment
of M/s. Kamana Goenka & Associates, Company Secretaries (Firm Unique Code:
S2023MH947200 and Peer Review No. 4701/2023) as Secretarial Auditors of the Company for a
term of upto Five (5) consecutive years to hold office from the conclusion of the Third
(3rd) AGM till the conclusion of the Eighth (8th) AGM of the Company.
M/s. Kamana Goenka & Associates, Company Secretaries, have
consented to the said appointment and confirmed that their appointment, if made, would be
in compliance of Section 204(1) of the Act and Regulation 24A of Listing Regulation.
The Notice of the Third (3rd) AGM contains an appropriate resolution
proposing the appointment of Secretarial Auditors as mentioned above.
3. Internal Auditor
M/s. MRB & Associates, Chartered Accountant conducted the Internal
Audit for the Financial Year
2024-25. Further, the Board of Directors of the Company have appointed
Mr. Kamal Agarwal, Group Internal Auditor to conduct the Internal Audit of the Company for
the Financial Year 2025-26.
4. Cost Auditors
The Company is not required to maintain cost records as prescribed by
Central Government under Section 148(1)(d) of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to conduct its business in a safe, ethical and
compliant manner. In line with the commitment and in accordance with Section 177 of the
Act and Regulation 22 of Listing Regulations, the Company has established the Vigil
Mechanism and adopted a Whistle Blower Policy. The policy provides the mechanism for the
employees to report the concern to Chairman of the Audit Committee of the Company through
the Company Secretary for redressal. No person had been denied access to the Chairman of
the Audit Committee and there was no such reporting during the financial year 2024-25.
The said policy has been uploaded on the Company's website and can
be accessed at https://www.digidrivelimited.com/
resources/pdf/investor/new/Whistle_Blower_Policy.pdf.
ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
The Company is committed in doing business with integrity and
transparency and has zero tolerance approach to non-compliance with Anti-Bribery and Anti-
Corruption Policy of the Company. The Company prohibits bribery, corruption and any form
of suspicious payment (s) / dealing(s) in the conduct of business operations.
INSIDER TRADING
The Company has adopted the Insider Trading Prohibition Code' in
accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended
from time to time. The code outline the guidelines and procedures to be followed and
disclosures to be made by the Insiders, while dealing in Company's securities.
In view of the aforesaid Regulations and SEBI Circular, the Company
also has implemented a Structured Digital Database. The database records the details of
persons with whom Unpublished Price Sensitive Information is shared on a need-to-know
basis and legitimate business purposes.
The SDD is maintained with proper time stamping and audit trails to
ensure integrity and prevent tampering.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no loans or guarantees made by the Company under Section 186
of the Companies Act, 2013 during the year under review.
DEPOSITS FROM PUBLIC
Your Company during the year under review has not accepted any deposit
from the public and as such no amount of principal or interest was outstanding as on the
date of the Balance Sheet.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is primarily engaged in the retail business through digital
marketplace where the scope for substantial energy conservation is limited due to the
nature of operations. The information related to conservation of energy, research and
development, technology absorption and foreign exchange earnings and outgo as required
under section 134(m) of the Companies Act, 2013 read with Companies (Accounts) Rules 2014,
as given in Annexure -'G'.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the position of the
Company took place during the end of the Financial Year of the Company and to the date of
the report.
ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return is available on the website
of the Company and can be accessed at https://www.digidrivelimited.com/
resources/pdf/investor/new/Annual_Return_FY_2024-2025.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure
– ‘H'.
None of the employees of the Company are in receipt of remuneration
exceeding the limits prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended. Therefore, the statement
pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is
not required.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review: a) The Company has not issued any shares with differential voting
rights as per the Companies Act, 2013. b) The Company has not issued any sweat equity
shares under the Companies Act, 2013.
c) There were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
d) During the year under review, there was no instance of one-time settlement with any
bank or financial institution necessitating disclosure or reporting in respect of
difference in valuation done by the Company.
ACKNOWLEDGEMENT
Your Directors wishes to place on record its deep sense of appreciation
for the committed and dedicated services by the Company's employees at all levels,
co-operation received from the shareholders, business partners, financial institutions,
banks, consumers and vendors during the year under review.
Your Directors are also grateful for your continued encouragement and
support.