Odigma Consultancy Solutions Ltd

The Financial performance of your Company for the year ended March 31, 2025 is summarised in the table below:

(e in Lakhs)

Note: The figures for the previous periods have been regrouped / recasted, wherever necessary, to make them comparable with the figures for the current periods.

Your Company's vision is to be a trusted leader in the digital marketing and domain services space enabling businesses to build, grow, and sustain their online presence with confidence. We aspire to combine creativity, datadriven insights, and cuttingedge technology to deliver measurable value to our clients. Guided by integrity, customer focus, and operational excellence, we seek to create a strong impact in India's evolving digital economy.

During the financial year 202425, the Company recorded a gross revenue from operations of ?4,733.89 lakhs, reflecting an increase of 11.80% compared to ?4,234.17 lakhs in the previous year.

This growth was driven by a strong performance across key business segments, particularly in online digital marketing, increased media spending, and expansion of domain registry services offered to customers.

The Profit Before Tax for the financial year increased significantly by 729.37% to ?60.71 lakhs, compared to ?7.32 lakhs in the previous year. Similarly, the Profit After Tax rose by 758.81% to ?38.99 lakhs, as against ?4.54 lakhs in the previous year.

This substantial improvement in profitability was driven by the Company's focused approach to resource allocation in strategic growth areas, coupled with effective cost optimization and enhanced operational efficiency.

During the year, the Hon'ble National Company Law Tribunal, Ahmedabad Bench has, vide its order dated August 29, 2024, read with corrigendum order dated September 13, 2024, sanctioned the Composite Scheme of Arrangement Interalia involving demerger of Global Top Level Domain undertaking of lnfibeam Avenues Limited ( hereinafter referred to as 'demerged company'), into Odigma Consultancy Solutions limited ( hereinafter referred to as 'Resulting company'), under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as 'the Scheme') leading to interalia, transfer and vesting of Global Top Level Domain undertaking from lnfibeam to Odigma w.e.f April, 01, 2023

i.e. the Appointed Date.

Aforesaid order of NCLT is available at Company's website at https://www.odigma.ooo/investorrelations.php

The Scheme became effective upon filing of certified copy of the order with the Registrar of Companies (RoC) on September 14, 2024. The Record Date was set as September 11, 2024 for the purpose of determining the eligible shareholders of lnfibeam Avenues Limited for issuance of Equity Shares of Odigma pursuant to the Scheme. Subsequently, the Equity Shares of Odigma have been listed and admitted for trading on both the Stock Exchanges i.e, BSE Limited via Scrip Code 544301 and National Stock Exchange of India Limited via Symbol ODIGMA w.e.f. December 12, 2024.

The Company has not transferred any amount to the general reserves during the Financial Year 202425.

In order to conserve resources for business expansion, your Directors have not recommended any dividend for the Financial Year 202425.

The Company continued its operations as a digital marketing agency and domain registry service provider, with no change in the nature of its business during the financial year ended March 31, 2025.

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and date of this report.

During the year under review, no Company has become or ceased to be Company's subsidiaries, Joint Ventures or Associate Company.

In order to facilitate the future requirements, if any, of the Company, pursuant to approval of the Shareholders at the Extra Ordinary General Meeting held on September 04, 2024, increased the Authorized Share Capital of the Company from the existing Rs. 50,00,000/ (Rupees Fifty Lakhs only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Face Value of Re. 1 / (Rupee One only) each, to Rs. 7,50,00,000/ (Rupees Seven Crore Fifty Lakhs only) divided into 7,50,00,000 (Seven Crore Fifty Lakhs) Equity Shares of Face Value of Re. 1/ (Rupee One only).

Accordingly, the Paid Up Share Capital of the Company stood at Rs. 3,12,58,450.

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available on the website of the Company at https://www.odigma.ooo/investorrelations/annualreturn.php.

The Composition of Board of Directors is in due compliance with the Companies Act, 2013 and SEBI Listing Regulations having an optimum combination of Executive and NonExecutive Directors.

During the financial year, following were the changes in the Board of Directors and Key Managerial Personnel:

Mr. Raj Kumar Pareek was appointed as Company Secretary and Compliance Officer (KMP) of the Company w.e.f. April 01, 2024.

Mr. Jigar Pradipchandra Shah (DIN: 08174430), Ms. Anal Ruchir Desai (DIN: 02636329) and Mr. Jigar Rameshbhai Shah (DIN: 03609585) were appointed as Additional Director (NonExecutive & Independent) of the Company w.e.f. July 08, 2024.

Mr. Vishal Ajitbhai Mehta (DIN: 03093563) was redesignated from the position of Executive to NonExecutive Director w.e.f. July 29, 2024.

Mr. Jigar Pradipchandra Shah (DIN: 08174430), Ms. Anal Ruchir Desai (DIN: 02636329) and Mr. Jigar Rameshbhai Shah (DIN: 03609585) were regularized as Independent Director of the Company for the period of five (05) years w.e.f. July 08, 2024 to July 07, 2029 at the Annual General Meeting of the Company held on July 30, 2024.

Ms. Guddi Bharatbhai Chauhan was appointed as Chief Financial Officer of the Company w.e.f. August 01, 2024.

Mr. Raj Kumar Pareek stepped down as Company Secretary and Compliance Officer (KMP) of the Company w.e.f. November 15, 2024 and Ms. Prachi Vijay Jain was appointed as Company Secretary and Compliance Officer (KMP) of the Company w.e.f. November 15, 2024.

Pursuant to Section 149, 152 and other applicable provisions of the Act and the Articles of Association of the Company, Mr. Laljibhai Lakhamanbhai Vora (DIN: 00535626), is liable to retire by rotation and being eligible offers himself for reappointment. As the reappointment of Director is appropriate and in the best interest of the Company, the Board recommends the reappointment of the director for your approval.

The Board of Directors of the Company comprised of 6 Directors as on March 31, 2025.

During the year under review, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

Mr. Mathew Jose, Managing Director, Ms. Guddi Bharatbhai Chauhan, Chief Financial Officer and Ms. Prachi Vijay Jain, Company Secretary and Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force).

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The details of the Familiarization programme undertaken during the year have been provided in the Corporate Governance Report which forms part of this Annual Report.

The policy on Familiarization programme for Independent Directors as approved by the Board is uploaded on the Company's Website at https://www.odigma.ooo/investorrelations/codeofconductpolicies.php.

The Board met 10 (Ten) times during the Financial Year 202425. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Listing Regulations.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 as on March 31, 2025, are given in the Notes to the Financial Statements, which forms a part of this Annual Report.

During the year under review, all contracts/ arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and on arm's length basis and contracts/arrangements/transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions.

Details of contracts/arrangements/transactions with related party which are required to be reported in Form AOC2 in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure A to this report.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the stock exchanges. However, you may refer to Related Party Transactions in Note no. 22 of the Standalone Financial Statements.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's Website at https://www. odigma.ooo/investorrelations/codeofconductpolicies.php.

The disclosures to be made under Section 134(3)(m) of the Act read with rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under

Steps taken or Impact on Conservation of Energy:

The Company strives and makes conscious efforts to reduce its energy consumption through business operations of the Company which are not energy intensive. Some of the measures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the Air Conditioning system.

3. Analysing energy flows and balances to identify energy waste and inefficiencies.

4. PACs are deployed in shifts and groups to improve efficiency and life of equipment's.

5. Rationalisation of usage of electricity.

6. Planned preventive maintenance.

The Company by itself operates into the dynamic information technology space. The Company has adequate members in Technology development functions and keep updating the changes in technology.

IT team constantly monitor and optimise usage of proprietary software within company. They optimise cost by replacing proprietary software by open source wherever possible.

During the year under review, details of foreign exchange earnings and outgo are as given below:

(e in Lakhs)

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations.

This Policy is available on the website of the Company i.e. https://www.odigma.ooo/investorrelations/codeofconduct policies.php.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, interalia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the Financial Year 202425 in accordance with the framework.

The annual performance evaluation of the Board, the Chairman, Committees and each Director has been carried out in accordance with the framework. The summary of the evaluation reports was presented to the respective Committees and the Board. The Directors had given positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries on its compliance forms part of this Report as Annexure B.

Details of various committees constituted by the Board of Directors as per the provision of the Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

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 attached as Annexure C which forms part of this report.

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company at ir@odigma.ooo in this regard.

During the year ended March 31, 2025, there has been no material change in the Company's existing plan.

The Company has received a certificate from the Secretarial Auditors of the Company that the Scheme is implemented in accordance with the SEBI SBEBSE Regulations. A copy of the certificate would be available at the AGM for inspection by Members.

Our employees are our key strength, which has led us to achieve the results and various milestones in our organization's journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success. The Company has several initiatives and programs to ensure employees experience a holistic and fulfilling career with IT sector.

We remain focused on building trust through a culture of openness, conversations and opportunities to speak up. We grew stronger as a team by supporting each other wholeheartedly throughout the F.Y. 202425. Employees, their talent and capabilities are our greatest asset, our competitive advantage. In a highly competitive environment, our formidable talent pool becomes our key differentiator.

With a focus on digitalization, we are also implementing several robust HR practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results.

Your Company is committed to creating and returning value to shareholders. Accordingly, your Company is dedicated to achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations.

Your Company strongly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. Your Company continues to develop this strength by institutionalizing sound commercial processes and building worldclass commercial capabilities across its marketing and sales teams. Your Company uses an innovative approach in the development of its services, as well as execution of growth opportunities.

Your Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

The Statutory Auditors of your Company namely, M/s. G.S. Mathur & Co., Chartered Accountant (Firm Registration No. 008744N) were appointed at the 12^th AGM of the Members of the Company held on July 25, 2023, for a period of five (5) years to hold office till the conclusion of the 17^th AGM.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or reenactment(s) for the time being in force), from M/s. G.S. Mathur & Co, Chartered Accountant (Firm Registration No. 008744N).

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Act. The Auditors' Report is enclosed with the financial statements forming a part of this Annual Report.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed Mr. Jitendra Leeya, Practicing Company Secretary, (peer reviewed certificate number: 2089/2022,) to undertake the Secretarial Audit of the Company for FY 202425.

Further, pursuant to amended Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Audit Committee, the Board of Directors appointed Mr. Jitendra Leeya, Practicing Company Secretary, (peer reviewed certificate number: 2089/2022) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years from the conclusion of the 14^th Annual General Meeting (AGM) until the conclusion of the 19^th AGM of the Company, subject to the approval of Members. The Secretarial Auditor shall conduct the Secretarial Auditor for the financial years ending March 31, 2026 to March 31, 2030.

Mr. Jitendra Leeya, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of the Company.

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Act from Mr. Jitendra Leeya, Practicing Company Secretary. The said Report is attached with this Report as Annexure D.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

Pursuant to Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility) Rules, 2014, the Company is not required to comply with the CSR provisions as its net worth, turnover, and net profit for the financial year 202425 did not exceed the prescribed thresholds.

Internal Financial Controls forms an integrated part of the risk management process, addressing financial and financial reporting risks. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the auditors during the course of their audits. The internal financial controls have been documented, digitized and embedded in the business processes. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. Detailed information on the same has been included under the Management Discussion & Analysis report forming part of this Annual Report.

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. The Company is committed to provide a safe and conducive work environment to all its employees and associates.

The Policy for prevention of Sexual Harassment is available on the Company's website at https://www.odigma.ooo/investor relations/codeofconductpolicies.php.

The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The details relating to the number of complaints received and disposed of during the Financial Year 202425 are as under:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on the Company's website https://www.odigma.ooo/investorrelations/code ofconductpolicies.php.

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

There are no amounts that are due to be transferred to Investor Education and Protection Fund by the Company.

• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS1) and General Meetings(SS2);

• The Managing Director of the Company has not received any remuneration or commission from any of Company's subsidiary;

• The Audit Committee comprises namely of Mr. Jigar Pradipchandra Shah (Chairman) Ms. Anal Ruchir Desai, Mr. Jigar Rameshbhai Shah and Mr. Mathew Jose (Members). During the year under review, all the recommendations made by the Audit Committee were accepted by the Board;

• The Company has not issued Equity Shares with differential rights as to dividend voting or otherwise;

• The Company has not issued any Sweat Equity Shares to its directors or employees.

• Interested Directors were recused from the discussion of the agenda items, in which they were interested, of the Board or Committee meetings held during the year.

• No application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, hence, the requirement to disclose the details is not applicable.

• There was no instance where your Company required the Valuation for onetime settlement or while taking the loan from the Bank or Financial institutions.

• The Company has complied with the provisions pertaining to Maternity Benefits Act, 1961 during the FY 202425.

• The maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

Your Directors place on record their appreciation for the contributions made by all employees towards the success of your Company more particularly ensuring business.

The Board places on record its appreciation for the continued cooperation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.

Place: Gandhinagar Date: August 01, 2025

Chairman DIN: 03093563