Alldigi Tech Ltd

Dear Members,

Your Board takes pleasure in presenting the Twenty Sixth Annual Report of Alldigi Tech Limited ("the Company" or "Alldigi") along with the audited financial statements (Standalone and Consolidated) for the financial year ended 31 March, 2025 (“the year under review” or “the year” or “FY25”) in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). This report covers the financial results and significant developments during the financial year from 01 April, 2024 to 31 March, 2025.

1. Financial Performance

The standalone and consolidated financial highlights of the Company's operations are as follows:

(Rs In Lakhs)

A detailed performance analysis of various business and operations are provided in the Management Discussion and Analysis which forms part of this Report.

2. Reserves

The Company has not transferred any amount to the general reserves during the year under review.

3. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company along with corresponding shares are liable to be transferred to Investor Education and Protection Fund (IEPF).

During the year under review, there were no unclaimed dividend or corresponding shares which were due to be transferred to IEPF Authority by the Company.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on website of the Company at https:// www.alldigitech.com/investor-information/. The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

4. Dividend

In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company had adopted the Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders. These parameters include Company's distributable profits, utilization and future plans, capital expenditure and such other factors as may be considered by the Board for optimum dividend payouts. The Dividend Distribution Policy is available on the Company's website at https://www.alldigitech.com/investor- information/.

Based on the principles enunciated in the above Policy, your Company has paid following dividends to the equity shareholders:

a. Final Dividend of ' 15/- per equity share of face value of ' 10/- each aggregating to ' 2,285.75 lakhs, declared at their 25^th Annual General Meeting (“AGM”) held on 02 August, 2024; and

b. Interim Dividend of ' 30/- per equity share of face value of ' 10/- each aggregating to ' 4,571.50 lakhs, declared by the Board on 24 October, 2024.

5. Share Capital

During the year under review, there has been no change in the authorized share capital of the Company. The paid-up Equity Share Capital of the Company as of 31 March, 2025 stood at ' 15,23,83,260/- consisting of 1,52,38,326 equity shares of ' 10/- each with no change during the year.

6. Significant Developments during the year

Change in Name of the Company and its subsidiaries from “Allsec Technologies Limited” to “Alldigi Tech Limited”

During the year under review, the Board of Directors of your Company, at its meeting held on July 2, 2024, approved the change in the name of the Company from “Allsec Technologies Limited” to “Alldigi Tech Limited” which was subsequently approved by the shareholders at the AGM held on 2 August, 2024, which became effective upon issuance of Certificate of

Incorporation pursuant to change of name by the Ministry of Corporate Affairs dated 6 September, 2024. Our new name aligns with the Company's future plans of delivering state-of-the-art and future-ready AI driven services. Our digital and technology-driven approach truly reflects in the new name and ensure brand consistency within the group as well.

In alignment with the change in name of the Company, the names of wholly-owned subsidiaries were also changed as follows - Allsectech Inc to Alldigi Tech Inc (USA) and Allsectech Manila, Inc to Alldigi Tech Manila, Inc (Philippines).

Change in Promoter of the Company

Pursuant to the Composite Scheme of Arrangement amongst Quess Corp Limited (“Demerged Company”), Digitide Solutions Limited (“Digitide/Resulting Company-1”) and Bluspring Enterprises Limited (“Resulting Company-2”) and their respective shareholders and creditors (“Scheme”) in accordance with the provisions of Sections 230 and 232 of the Act as approved by the Hon'ble National Company Law Tribunal, Bengaluru bench (“NCLT”) vide its order dated 4 March, 2025 and upon transfer of Demerged Undertaking from Demerged Company to Digitide, the investments/shares held by Quess Corp Limited in the Company were also transferred to Digitide. Accordingly, Digitide became the promoter and shareholder of the Company with effect from the date of filing of the NCLT order with the Registrar of Companies, i.e., 31 March, 2025.

. Subsidiary Companies

As on 31 March, 2025, your Company has two subsidiaries namely Alldigi Tech Inc., USA and Alldigi Tech Manila, Inc., Philippines. During the year under review, there has been no change in the status of subsidiary/ joint venture/ associate companies and no other entities have been added or ceased to be the subsidiary/ joint venture/ associate of the Company.

Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries of the Company (in Form AOC -

1) is attached to the financial statements of the Company.

In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiaries are included in the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with audited financial statements of the subsidiaries, are available on the Company's official website at https://www.alldigitech.com/investor- information/.

The Company has a policy for determining the materiality of subsidiaries and the same is uploaded on the Company's website at https:// www.alldigitech.com/investor-information/. As stated above, both the subsidiaries i.e. Alldigi Tech Inc. and Alldigi Tech Manila, Inc., continues to be material subsidiaries of the Company within the meaning of Regulation 16(c) of the Listing Regulations.

8. Directors and Key Managerial Personnel (KMPs)

As on 31 March, 2025, the Board comprises of three (3) Non-executive Non-Independent Directors and three (3) Non-Executive Independent Directors, including a Woman Director. The Company has a Non-Executive Chairman and the number of Independent Directors is not less than half of the total number of Directors. A detailed update on the Board and its Committees' composition have been given in the Report of Corporate Governance forming part of this Report.

a. Director retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Ajit Abraham Isaac (DIN: 00087168), NonExecutive Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the AGM Notice.

b. Appointment and Resignation of Directors

During the year under review, three (3) NonExecutive Independent Directors on the Board of your Company, Ms. Lakshmi Sarada, Mr. Sanjay Anandaram and Mr. Milind Chalisgaonkar were re-appointed for a second consecutive term of five (5) years at the 25^th AGM held on 2 August, 2024.

None of the Directors of the Company is disqualified from being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Guruprasad Srinivasan and Mr. Kamal Pal Hoda, Non-Executive Non-Independent Directors resigned from the office of Directorship with effect from 14 May, 2025.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Gurmeet Singh Chahal and Ms. Ruchi Ahluwalia as the Additional Directors (in the category of NonExecutive Directors) of the Company effective 14 May, 2025. Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable Listing Regulations, Mr. Sunil Ramakant Bhumralkar was appointed as Additional Director (in the category of NonExecutive Independent Director) of the Company, for a term of five years commencing from 14 May, 2025 to 13 May, 2030 (both days inclusive), not liable to retire by rotation. Necessary resolutions seeking shareholders' approval for their appointment as Directors forms part of the AGM Notice.

c. Appointment and Resignation of Key Managerial

Personnel

During the year under review, Mr. Gaurav Mehra resigned from the position of the Chief Financial Officer with effect from the closure of business hours of 25 September, 2024. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Avinash Jain as the Chief Financial Officer of the Company with effect from 25 October, 2024.

Further, pursuant to realignment of responsibilities and new proposed role in the holding Company/Digitide Solutions Limited, Mr. Neeraj Manchanda resigned from the position of the Company Secretary and Compliance Officer with effect from 27 March, 2025. Ms. Shivani Sharma was appointed as the Company Secretary and Compliance Officer (designated as Key Managerial Personnel) of the Company with effect from 14 May, 2025.

Pursuant to the provisions of Section 203 of the Act, Mr. Naozer Dalal, Chief Executive Officer and Mr. Avinash Jain, Chief Financial Officer are the Key Managerial Personnel of the Company as on 31 March, 2025.

d. Meetings of the Board and Committees of the Board

During the year under review, the Board of your Company met four (4) times. A detailed update on the Board and its Committees' composition, terms of reference and the number of meetings held during the year have been given in the Report of Corporate Governance forming part of this Report.

e. Board Diversity and Policy on Nomination and Remuneration

The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, geography, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise, experience and such other criteria as formulated through the Nomination and Remuneration Policy of the Company. A diverse Board will leverage differences in thought, perspective, knowledge and industry experience and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, global business, leadership, technology, mergers & acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk and cybersecurity and other domains, to help us retain our competitive strength.

In terms of the requirement of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of Directors has adopted Policy on Board Diversity and Policy on Nomination and Remuneration. The Policies framed on the subject can be accessed from the Company's website at the web link: https:// www.alldigitech.com/investor-information/.

In furtherance, additional details on Board Diversity and Board Skills are elaborated in the Board Skills Matrix of the Corporate Governance Report.

f. Annual Board Evaluation

Pursuant to Section 134 (3) of the Act, the applicable Companies (Accounts) Rules, 2014 and Listing Regulations, annual performance evaluation was conducted by way a detailed and structured questionnaire formulated based on various performance parameters and evaluation matrix. Evaluation was separately carried out for the Board as a whole and its committees, all individual directors including independent directors and chairman. In a separate meeting of the Independent Directors held in compliance with the requirements of Regulation 25(7) of the Listing Regulations, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of the Executive Director and Non-Executive Directors.

The Nomination and Remuneration Committee also reviewed the performance evaluation and its outcome. The Board subsequently reviewed the outcome of the Board evaluation process. The Board also assessed the fulfillment of the independence criteria as specified in the Listing Regulations, by the Independent Directors of the Company and their independence from the management.

g. Declaration of Independence

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.

h. Familiarization Programme

Familiarization Programme for Independent Directors have been conducted with a view to update them on the policies and procedures of the Company, overall business and industry structure, internal and external factors etc. Periodic presentations are also made at the Board Meetings on business and performance, long term strategy initiatives and risks involved to familiarize the Independent Directors of the same. The details about the familiarization programme adopted by the Company have been posted on to the website of the Company under the web link https:// www.alldigitech.com/investor-information/

9. Audit & Auditors

a. Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Reg. No.:008072S) were re-appointed as Statutory Auditors of the Company by the shareholders at the 25^th AGM held on 2 August, 2024, to hold office up to the conclusion of the 30^th AGM pursuant to the provisions of Section 139 of the Act and the rules framed thereunder. The Statutory Auditors have confirmed that they are not disqualified to continue as the Statutory Auditors of your Company.

The Auditors' Report is enclosed with the financial statements given in this Report. During the year under review, the Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

b. Internal Auditors

M/s. Grant Thornton LLP were appointed as the Internal Auditors of the Company for the financial year 2024-25 by the Board upon recommendation of the Audit Committee in its meeting held on 06 May, 2024.

Internal Auditors conduct the audit on the basis of a detailed internal audit plan which is reviewed in consultation with the Audit Committee. Internal Auditors give presentations and provide a report to the Audit Committee on a quarterly basis.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed M/s. SPNP & Associates, Practicing Company Secretaries as Secretarial Auditors to undertake Secretarial Audit of the Company for the financial year ending 31 March, 2025.

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Act, the Board at its meeting held on 14 May, 2025, based on the recommendations of the Audit Committee, has approved the appointment of M/s. SPNP & Associates, Practicing Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY2025-26 till FY2029- 30, subject to approval of members at the ensuing AGM. Necessary resolutions seeking shareholders' approval for their appointment forms part of the AGM Notice.

The Company has received necessary consent and eligibility letter to the effect that they satisfy the conditions under the Act for the above appointment. As required under the Listing Regulations, the Secretarial Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.

The Secretarial Audit Report for financial year ending 31 March, 2025 is annexed as Annexure - A and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification or adverse remark for the year under review. During the year under review, the Secretarial Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

Further, as per the amended Regulation 24A of the Listing Regulations, the Secretarial Compliance Report of the Company for the financial year ended March 31, 2025 is annexed as Annexure - B.

d. Cost Auditors

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not required by the Company and accordingly, such accounts and records are not maintained.

10. Risk Management

Risk Management is an integral part of the Company's business process. To have a sharper focus, the Company has constituted a Risk Management Committee to focus on risk management and mitigation including determination of Company's risk assessment, risk categories, action plan, risk tolerance and risk mitigation strategies (risk identification, risk quantification and risk evaluation) etc. The Risk Management policy, as approved by the Board, is displayed on the official website of the Company and can be accessed at https://www. alldigitech.com/investor-information/.

Detailed update on risks posed before the Company has been covered under the Management Discussion and Analysis Report and Business Responsibility and Sustainability Report forming part of this Annual Report.

11. Internal Financial Control and their Adequacy

The Company has established a robust framework for internal financial controls. This framework is having adequate safeguards and procedures & policies for ensuring orderly and efficient conduct of business, including adherence to the Company's policies and safeguarding of its assets. Board has adopted adequate policies and procedures for prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Moreover, Internal Audit is also conducted by an independent agency and the main scope of the Audit is to test and review controls, appraisal of risks and business processes. To maintain independence, the Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Auditor diligently monitors and evaluates the efficiency of the company's Internal Control System, ensuring adherence to laws and accounting policies. Management meticulously reviews these reports and implements corrective actions to bolster controls. Summaries of periodic audit findings are presented to the Audit Committee.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY25 and their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.

12. Related Party Transactions

Related Party Transactions entered into with wholly owned subsidiaries of the Company are generally exempted under Section 188 of the Act. Apart from this, there were no materially significant related party transactions entered by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. All related party transactions entered during the year were on an arm's length basis and in the ordinary course of business. Prior omnibus approval has been obtained from the Audit Committee for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. The Company has adopted a policy for dealing with related party transactions and the same is made available on the Company's website at https://www.alldigitech.com/investor- information/.

The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed reports on related party transactions with the Stock Exchange(s).

Information on transactions with related parties, if any, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-

2 and the same forms part of this report as Annexure C. Details pertaining to the related party transactions entered during the year under review are also provided in the notes to the Financial Statements, forming part of this Report.

13. Criteria for making payments to Non-Executive Directors

The criteria for making payment to NonExecutive Directors is available on the website of the Company at https://www.alldigitech. com/wp-content/uploads/2025/06/Policy-on- Nomination-and-Remuneration.pdf

14. Vigil Mechanism / Whistle Blower Policy

In compliance with Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with the above laws, to report concerns about unethical behaviour, violations of system, actual or suspected fraud or grave misconduct by the employees. The details of the Policy have been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the website of the Company at: https://www. alldigitech.com/investor-information/.

No member has been denied access to Vigil Mechanism and no complaints have been received during the year through Vigil Mechanism.

15. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Your Company being in Information Technology Enabled Services (ITES) business sector, requires only minimal usage of energy and further each and every endeavor is being made to ensure optimal use of energy, avoid wastages and conserve energy.

The Company is a pioneer in technology and has used information technology extensively in its operations. The Company has an in-house information technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.

The details of the earnings and expenditure in foreign currency are given below:

• Expenditure in foreign currency: INR 588.85 Lakhs

• Earnings in foreign currency: INR 12,367.80 Lakhs

16. Corporate Social Responsibility

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on the Company's website at: https:// www.alldigitech.com/investor-information/.

17. Public Deposits

Your Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on 31 March, 2025.

18. Debentures:

As on 31 March, 2025, the Company does not have any debentures.

19. Disclosure as per Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2011

There are no Employees Stock Option Plan or Employees Stock Purchase Scheme that is currently in vogue.

20. 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

There were no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status and the Company's operation in the future.

21. Details of difference between 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

- Not Applicable

22. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year

- Not Applicable

23. Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report.

24. Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees.

There are regular sessions offered to all employees to increase awareness on the topic and the Committee and other senior members have undergone a training session.

An Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, has been constituted to enquire into complaints, and to recommend appropriate action, wherever required, in compliance with the provisions of the Act. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year, the Committee has received two (2) complaints and all the complaints stands closed.

25. Quality & Information Security

The Company has a robust Quality Management (QMS), Information Security Management system (ISMS) and Data Privacy framework (PIMS) in place to identify the potential risks, areas of improvement and further to ensure smooth business operations and ongoing compliance with contractual & regulatory requirements.

During the year, we continued to strengthen our compliance posture across global operations. Key certifications including ISO 9001:2015 (QMS) and the upgraded ISO 27001:2022 (ISMS) are scheduled for renewal in June / July 25 across all facilities in Chennai, Bengaluru, Noida, and Manila cities. PCI DSS certifications for our CXM business in facilities in Chennai & Manila were renewed in August 24 and in Noida in March 25. We also renewed our HIPAA certifications for facilities in Manila and Chennai in October 24 and March 25 respectively as per the schedule. HIPAA certification is a compliance requirement for programs that deal with US residents' health information.

Our EXM/HRO payroll business underwent SOC 1, Type II audits under SSAE 18/ISAE 3402 frameworks four times during the year to fulfill various clients-specific requirements.

We continued to maintain strong adherence to global data protection regulations, including the GDPR (EU), the Philippines Data Privacy Act, and the California Consumer Privacy Act (CCPA). Our GDPR framework, established six years ago, has been progressively strengthened with enhanced controls aligned to regulatory updates and business needs. Compliance efforts also continued across applicable client programs under the Philippines Data Privacy Act and CCPA. In preparation for India's upcoming Digital Personal Data Protection Act, 2023 (DPDPA 23), which aims to safeguard digital personal data of Indian citizens, we have proactively reviewed the Act's requirements and its draft rules published in January 2025 and initiated the implementation of necessary processes and controls; while final rules and effective date are yet to be announced.

26. Environment, Health & Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

27. Annual Return

In terms of Section 92(3) read with Section 134(3)

(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return as on 31 March, 2025 is available on the Company's website at - https:// www.alldigitech.com/investor-information/.

28. Particulars of Loans, Guarantees or Investments

Pursuant to Section 186 of the Act and Schedule V to the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the Notes to financial statements.

29. Management Discussion & Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided as a separate section and forms part of this Report.

30. Particulars of Employees

The Company is required to give disclosures relating to remuneration under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as Annexure - E and forms an integral part of this Report.

The statement containing particulars of employees employed throughout the year and in receipt of remuneration of ' 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of ' 8.5 lakh or more per month, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the members of the Company in line with the provision of Section 136 of the Act. Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing AGM during business hours on working days.

31. Corporate Governance

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Report.

32. Business Responsibility and Sustainability Report

As stipulated under Regulation 34(2)(f) of the Listing Regulations, the Company's report on Business Responsibility and Sustainability describing the initiatives taken by the Company from environmental, social and governance perspectives forms a part of this Report as Annexure - F.

33. Code of Conduct

The Company has laid down a Code of Conduct for the Directors and senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Chief Executive Officer affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for FY25 forms part of the Corporate Governance Report.

34. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and information and explanations received from the Company, confirm that:

a. In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. They 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 or loss of the Company for that period;

c. They 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. They had prepared the annual accounts on a going concern basis;

e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. Proper systems were in place so as to ensure compliance with the provisions of all applicable laws and were adequate and operating effectively.

35. Secretarial Standards

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and notified by the Ministry of Corporate Affairs ("MCA").

36. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)

(c) of the Act)

- Not Applicable

37. Investor Services

Your Company will constantly endeavor to give the best possible services to the investors. Towards this end, the following are some of the initiatives taken by the Company:

The investor information section of the Company's website (https://www.alldigitech.com/), furnishes important financial details and other data of frequent reference by the investors as per Regulation 46 of the Listing Regulations. The Company also has a Stakeholders' Relationship Committee to address shareholders' grievances, if any and resolve them as and when they are reported. The Company has provided an exclusive email id: investorcontact@alldigitech. com for the investors to facilitate the redressal of their queries and complaints.

The Company has appointed M/s. KFin Technologies Limited as Registrars & Share Transfer Agents for attending to issues relating to physical shares and routine services requests.

Shareholders can also address any unresolved issues or information requests by postal mail to - Company Secretary, Alldigi Tech Limited, 46C, Velachery Main Road, Velachery, Chennai 600042.

Shareholders are requested to update their email addresses with their respective depository participants so that the Company can provide better services at all times.

38. Acknowledgement

The Board wishes to place on record its sincere gratitude and appreciation of the efforts put in by your Company' employees for achieving encouraging results. The Board also wishes to thank the shareholders, distributors, vendors, customers, bankers, government and all other business associates forming part of the Alldigi family for their continued support and co-operation during the year. Your Directors acknowledge the dedicated services rendered by all the employees of the Company.