The Board of Directors (‘Board’) of your Company is pleased to present the (27th)Twenty Seventh Annual Reportof Alldigi Tech Limited (“the Company” or “Alldigi”) along with the audited financial statements (Standalone andConsolidated) for the financial year ended 31 March, 2026 (“the year under review” or “the year” or “FY26”) incompliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
This report covers the financial results during the FY26 and other developments up to the date of approval of thisreport in the Board meeting held on 7 May, 2026.
1. Financial Performance
The Company’s financial performance (standalone and consolidated) for the financial year ended 31 March,2026 is summarized below:
PARTICULARS
Standalone(financial year ended)
Consolidated(financial year ended)
31 March2026
31 March2025
Revenue from Operations (a)
34,569
32,619
59,868
54,631
Other Income (b)
3,254
2,814
936
1,078
Total Income (a b)
37,823
35,433
60,804
55,709
Profit before tax and depreciation
12,653
10,062
16,280
13,580
Less: Depreciation and amortization
3,726
2,763
5,856
4,269
Profit before exceptional items and tax
8,927
7,299
10,424
9,311
Less: Exceptional Item*
(781)
1,689
Profit before tax
8,146
8,988
9,643
11,000
Tax expense (including deferred tax)
764
2,063
1,420
2,670
Profit after tax
7,382
6,925
8,223
8,330
Other comprehensive income (net of tax)
(264)
(182)
69
(70)
Total comprehensive income
7,118
6,743
8,292
8,260
A detailed performance analysis of various business segment operations is provided in the Management Discussion andAnalysis which forms part of this Report.
2. State of Affairs
The Company delivered a resilient performancein FY26, with improvements in both standaloneand consolidated operations, supportedby higher revenues and stronger operatingprofitability.
On a standalone basis, revenue from operationsincreased to INR 34,569 lakhs in FY26 from INR32,619 lakhs in FY25, reflecting steady growthin the core business. Total income increasedto INR 37,823 lakhs, up from INR 35,433 lakhsin the previous year. Operating performanceimproved, with profit before depreciation and
tax (PBDT) growing to INR 12,653 lakhs from INR10,062 lakhs, indicating better cost efficienciesand operating leverage.
However, profit before tax (PBT) declined toINR 8,146 lakhs compared to INR 8,988 lakhs inFY25, primarily due to the absence of exceptionalgains seen in the previous year (FY25 includeda net exceptional gain of INR 1,689 lakhs versusan exceptional loss of INR 781 lakhs in FY26).Despite this, profit after tax (PAT) improvedto INR 7,382 lakhs, up from INR 6,925 lakhs,supported by lower tax outgo. Consequently,total comprehensive income increased toINR 7,118 lakhs from INR 6,743 lakhs.
On a consolidated basis, revenue fromoperations grew to INR 59,868 lakhs in FY26from INR 54,631 lakhs in FY25, with totalincome rising to INR 60,804 lakhs from INR55,709 lakhs. The Company reported strongoperating improvement, with PBDT increasing toINR 16,280 lakhs from INR 13,580 lakhs.
At the profitability level, PBT declined toINR 9,643 lakhs in FY26 from INR 11,000 lakhsin FY25, again impacted by the reversal ofexceptional items. However, PAT remainedbroadly stable at INR 8,223 lakhs (FY25:INR 8,330 lakhs), demonstrating underlyingearnings resilience.
The Company’s total comprehensive incomestood at INR 8,292 lakhs, marginally higherthan INR 8,260 lakhs in FY25, reflecting overallstability in consolidated financial performance.
Overall, FY26 reflects healthy revenue growthand improved operating performance, withvariations in reported profitability largely drivenby exceptional items, while underlying earningsremained stable across both standalone andconsolidated levels.
There are no material changes and commitmentsaffecting the Company’s financial position, whichhave occurred between the end of the financialyear 2025-26 and the date of this Report, norany material change in the nature of business ofthe Company or its subsidiaries.
Segment Changes: With effect from Q1FY26, thenomenclature of business segments has beenchanged to align with group-level reportingstructure. Further, ‘HRO Statutory Compliance’has been reclassified under BPM, given itscloser alignment with BPM operations than withthe Tech and Digital segment.
The revised nomenclature aligns the Company’ssegment reporting with that of its holdingcompany, Digitide Solutions Limited, ensuringunified reporting and governance. It alsoreflects industry-standard terminology andthe Company’s evolution towards AI-enabled,technology-driven offerings, thereby enhancingclarity for analysts, investors, and clients.
. Reserves
The Company has not transferred any amountto the general reserves during the year underreview.
4. Transfer of Unclaimed Dividend to InvestorEducation and Protection Fund
Pursuant to Sections 124 and 125 of the Actread with the Investor Education and ProtectionFund Authority (Accounting, Audit, Transferand Refund) Rules, 2016 (‘IEPF Rules’), allunpaid/ unclaimed dividends are required tobe transferred by the Company to the InvestorEducation and Protection Fund (‘IEPF’ or ‘Fund’),after completion of seven years from the datethe dividend is transferred to unpaid/ unclaimedaccount. Further, the shares in respect of whichdividend has not been paid or claimed by theshareholders for seven consecutive years ormore shall also be transferred to the demataccount of the IEPF Authority.
The Company has initiated the process fortransferring unclaimed dividends pertaining tothe Interim Dividend declared for FY2018-19(declared on May 23, 2019) to the InvestorEducation and Protection Fund (IEPF).Individual notices have been issued andnewspaper advertisements published, invitingshareholders who have not claimed theirdividends for seven consecutive years or moreto take the necessary action. Subsequently,the Unclaimed Dividend pertaining to financialyear 2017-18 along with the correspondingshares in respect on which dividend remainedunclaimed for seven consecutive years ormore were transferred to IEPF Authority bythe Company during the year, following allrequisite statutory formalities.
The shareholders whose shares or unclaimeddividends have been transferred to the IEPF,may claim a refund from the IEPF Authority inaccordance with the IEPF Rules. Prior to filingsuch application, shareholders may request theCompany to issue an entitlement letter uponsubmission of requisite documents. The detailsof other unclaimed dividends that are due to betransferred to IEPF in coming years are providedin the report on Corporate Governance.
The Company has appointed a Nodal Officerunder the provisions of the IEPF Rules, the detailsof which are available on the website athttps://www.alldigitech.com/investor-relations/
Details of shares/shareholders in respectof which dividend has not been claimedalong with the details of shareholders whoseunclaimed dividend amount and shareshave been transferred to IEPF, are provided
on website of the Company athttps://www.alldigitech.com/investor-information/. Theshareholders are encouraged to verify theirrecords and claim their dividends of all theearlier seven years, if not claimed.
5. Dividend
In terms of Regulation 43A of the ListingRegulations, the Board of Directors ofthe Company had adopted the DividendDistribution Policy, which sets out theparameters and circumstances to beconsidered by the Board in determining thedistribution of dividend to its shareholders.These parameters include Company’sdistributable profits, utilization and futureplans, capital expenditure and such otherfactors as may be considered by the Boardfor optimum dividend payouts. The DividendDistribution Policy is available on theCompany’s website athttps://www.alldigitech.com/wp-content/uploads/2025/07/Dividend-Distribution-Policy-Allsec-V1.pdf
In line with the Company’s practice of returningsubstantial free cash flow to shareholders andbased on its performance during the year, twointerim dividends of Rs. 30/- per equity share offace value Rs. 10/- each were declared by theBoard on July 30, 2025 and January 27, 2026,respectively, and paid to the equity shareholders,aggregating to Rs. 4,571.50 lakhs each.
6. Share Capital
During the year under review, there has been nochange in the authorized share capital or paid-up capital of the Company. The paid-up EquityShare Capital of the Company as at 31 March,2026 stood at Rs. 15,23,83,260/- consisting of1,52,38,326 equity shares of Rs. 10/- each withno change during the year.
During the year, the Company has not issued anypreference shares, debentures, bonds, sweatequity shares, commercial papers, shares withdifferential rights, or non-convertible securities,nor has it undertaken any buyback of equityshares.
7. Subsidiaries and Associate Companies
As on 31 March, 2026, your Company hastwo wholly-owned subsidiaries namely AlldigiTech Inc., USA and Alldigi Tech Manila, Inc.,Philippines. During the year under review, therehas been no change in the status of subsidiarycompanies and no other entities have beenadded or ceased to be the subsidiary/ jointventure/ associate of the Company.
Pursuant to the provisions of Section 129(3) ofthe Act, a separate statement containing thesalient features of the financial statements ofall subsidiaries of the Company (in Form AOC -1) is attached to the financial statements of theCompany.
In terms of Section 134 of the Act and Rule8(1) of the Companies (Accounts) Rules, 2014,the financial position and performance of thesubsidiaries are included in the ConsolidatedFinancial Statements.
Further, pursuant to the provisions of Section136 of the Act, the standalone and consolidatedfinancial statements of the Company along withaudited financial statements of the subsidiaries,are available on the Company’s official websiteathttps://www.alldigitech.com/investor-relations-annual-report/
The Company has a policy for determiningthe materiality of subsidiaries and the same isuploaded on the Company’s website which canbe accessed using the following link:https://www.alldigitech.com/investor-information/. Asstated above, both the subsidiaries i.e. AlldigiTech Inc. and Alldigi Tech Manila, Inc., continueto be material subsidiaries of the Companywithin the meaning of Regulation 16(c) of theListing Regulations.
8. Directors and Key Managerial Personnel (KMPs)
As on 31 March, 2026, the Board comprisesof seven directors out of which three (3) Non¬executive Non-Independent Directors andfour (4) Non-Executive Independent Directors,including two (2) Women Directors, one of whomis an Independent Director. The Company hasa Non-Executive Chairman and accordingly asper requirement, the number of IndependentDirectors is not less than half of the total numberof Directors on the Board of the Company.A detailed update on the composition of theBoard and its Committees has been given in theReport of Corporate Governance forming part ofthis Report. The composition of the Board is inaccordance with Section 149 of the Act read withRegulation 17 of the Listing Regulations and suchother applicable provisions and regulations.
a. Director retiring by rotation
In accordance with the provisions of Section 152of the Act, read with the rules made thereunder,
Ms. Ruchi Ahluwalia (DIN: 10273851), Non¬Executive Director is liable to retire by rotationat the ensuing AGM and being eligible, hasoffered herself for re-appointment. Basedon the recommendation of the Nominationand Remuneration Committee, the Board hasrecommended her re-appointment at the AGM.A resolution seeking shareholders’ approvalfor her re-appointment forms part of the AGMNotice.
b. Appointment and Resignation of Directors
During the year under review, the followingappointments and resignations were affectedincluding changes as on the date of this report:
Mr. Guruprasad Srinivasan and Mr. Kamal PalHoda resigned from the office of Directorshipwith effect from 14 May, 2025.
Based on the recommendation of Nominationand Remuneration Committee, the Board ofDirectors appointed Mr. Gurmeet Singh Chahaland Ms. Ruchi Ahluwalia as the AdditionalDirectors (Non-Executive Director) of theCompany and Mr. Sunil Ramakant Bhumralkaras the Additional Director (Non-ExecutiveIndependent Director) of the Company effective14 May, 2025. Their appointments were dulyapproved by the shareholders at the AGM heldon 8 August, 2025. Further, in accordance withthe provisions of Section 149 read with ScheduleIV to the Act and applicable Listing Regulations,Mr. Sunil Ramakant Bhumralkar was appointedas Non-Executive, Independent Director of theCompany, not liable to retire by rotation, fora term of five years commencing from 14 May,2025 to 13 May, 2030.
None of the Directors of the Company isdisqualified from being appointed as Directors interms of Section 164(2) of the Act and Rule 14(1) ofthe Companies (Appointment and Qualificationof Directors) Rules, 2014.
A brief profile for each Director, detailing theirexpertise and experience, is available on theCompany’s website (www.alldigitech.com) athttps://www.alldigitech.com/investor-relations/
c. Appointment and Resignation of Key ManagerialPersonnel
During the year under review, Ms. ShivaniSharma was appointed as the CompanySecretary and Compliance Officer (designatedas Key Managerial Personnel) with effect from
14 May, 2025 and Mr. Natarajan Laxsmanan wasappointed as Chief Executive Officer (designatedas Key Managerial Personnel) with effect from 18March, 2026 consequent upon superannuationof Mr. Naozer Dalal, our previous Chief ExecutiveOfficer effective from the closure of businesshours on 31 December, 2025.
Pursuant to the provisions of Section 203 of theAct, Mr. Natarajan Laxsmanan, Chief ExecutiveOfficer, Mr. Avinash Jain, Chief Financial Officerand Ms. Shivani Sharma, Company Secretaryand Compliance Officer are the Key ManagerialPersonnel of the Company as on 31 March, 2026.
d. Meetings of the Board and Committees of theBoard
During the year under review, the Board ofyour Company met five (5) times. A detailedupdate on the Board and its Committees’composition, terms of reference and thenumber of meetings held during the yearhave been given in the Report of CorporateGovernance forming part of this Report.During the year under review, the Board hasaccepted all the recommendations of theAudit Committee.
e. Board Diversity and Policy on Nomination andRemuneration
The Board of Directors values the significanceof diversity and firmly believes that diversityof background, gender, geography, expertise,knowledge and perspectives, leads tosharper and balanced decision-making andsustainable development.
The Board is of the opinion that all Directorsincluding the Independent Directors of theCompany possess requisite qualifications,integrity, expertise, experience and such othercriteria as formulated under the Nominationand Remuneration Policy of the Company.A diverse Board will leverage differences inthought, perspective, knowledge and industryexperience and geographical background,age, ethnicity, race, gender, knowledge andskills including expertise in financial, globalbusiness, leadership, technology, mergers& acquisitions, Board service, strategy, salesand marketing, Environment, Social andGovernance (ESG), risk and cybersecurityand other domains, to help us retain ourcompetitive strength.
In terms of the requirement of Section 178of the Act and Regulation 19 of the ListingRegulations, the Board of Directors hasadopted Policy on Board Diversity and Policyon Nomination and Remuneration. The policyon Board Diversity has been placed on theCompany’s website at:https://www.alldigitech.com/wp-content/uploads/2025/07/Policy-on-Board-Diversity.pdf. Pursuant to Section 134(3)of the Companies Act, 2013, the Nominationand Remuneration policy of the Companywhich lays down the criteria for determiningqualifications, competencies, positiveattributes and independence for appointmentof Directors and policies of the Companyrelating to remuneration of Directors, KMPand other employees is available on theCompany’s website at:https://www.alldigitech.com/wp-content/uploads/2025/07/Policy-on-Nomination-and-Remuneration-1.pdf. Thepolicy was last amended on May 14, 2025.
Further, additional details on Board diversityand skills are set out in the Board Skills Matrixof the Corporate Governance Report.
f. Board Evaluation
Pursuant to Section 134 (3) and 178 of theAct, the applicable Companies (Accounts)Rules, 2014 and Listing Regulations, annualperformance evaluation was conducted byway of a detailed and structured questionnaireformulated based on various performanceparameters and evaluation matrix. Evaluationwas carried out separately for the Board asa whole, its Committees, Individual Directors(including Independent Directors) and theChairman. In a separate meeting of theIndependent Directors held in compliancewith the requirements of Regulation 25(7) ofthe Listing Regulations on 12 March, 2026, theperformance of Non-Independent Directors,the Board as a whole and the Chairman of theCompany were evaluated, considering theviews of the Non-Executive Directors.
The Nomination and Remuneration Committeealso reviewed the performance evaluation andits outcome. The Board subsequently reviewedthe outcome of the Board evaluation process.The Board also assessed the fulfillment of theindependence criteria as specified in the ListingRegulations, by the Independent Directors of
the Company and their independence from themanagement.
g. Declaration of Independence
Pursuant to Section 149(7) of the Act, theCompany has received declarations from allIndependent Directors confirming that theymeet the criteria of independence as specifiedin Section 149(6) of the Act, as amended, readwith rules framed thereunder and Regulation16(1)(b) of the Listing Regulations. In terms ofRegulation 25(8) of the Listing Regulations,the Independent Directors have confirmedthat they are not aware of any circumstanceor situation which exists or may be reasonablyanticipated that could impair or impacttheir ability to discharge their duties withan objective independent judgement andwithout any external influence and that theyare independent of the Management.
The Independent Directors have also confirmedthat they have complied with the Company’sCode of Conduct and that they are registeredon the databank of Independent Directorsmaintained by the Indian Institute of CorporateAffairs and that they are not debarred fromholding the office of director under any SEBIorder or any other such authority.
The Board of Directors of the Company havetaken on record the aforesaid declaration andconfirmation submitted by the IndependentDirectors.
h. Familiarization Programme
Familiarization Programme for IndependentDirectors was conducted on 12 March, 2026with a view to update them on the policiesand procedures of the Company, overall businessand industry structure, internal and externalfactors etc. Periodic presentations are alsomade at the Board Meetings on business andperformance, long term strategy initiatives andrisks involved to familiarize the IndependentDirectors of the same. The details aboutthe familiarization programme adopted bythe Company have been posted on the websiteof the Company under the web linkhttps://www.alldigitech.com/investor-information/
The Company will continue to conduct suchprogrammes on a periodic basis to updatethe Directors on significant developments inthe regulatory and business landscape.
9. Audit & Auditorsa. Statutory Auditors
M/s. Deloitte Haskins & Sells, CharteredAccountants (Firm Registration No.:008072S)were re-appointed as Statutory Auditors of theCompany by the shareholders at the 25th AGMheld on 2 August, 2024, to hold office up tothe conclusion of the 30th AGM pursuant to theprovisions of Section 139 of the Act and therules framed thereunder. The Statutory Auditorshave confirmed that they are not disqualifiedto continue as the Statutory Auditors and areeligible to hold office as the Statutory Auditors ofyour Company.
The report provided by the Statutory Auditor onthe financial statements of your Company formspart of the Annual Report. The Statutory Auditorshave issued an unqualified / unmodified auditreport on the annual accounts of your Companyfor the financial year ended 31 March, 2026.
Further, during the year under review, theAuditors have not reported to the AuditCommittee any instances of fraud committedagainst the Company by its officers oremployees under Section 143(12) of the Actand therefore no details are required to bedisclosed under Section 134(3) (ca) of the Act.
b. Internal Auditors
M/s. Grant Thornton Bharat LLP were appointedas the Internal Auditors of the Company forthe financial year 2025-26 by the Board uponrecommendation of the Audit Committee at itsmeeting held on 14 May, 2025.
Internal Auditors conduct audit assessmentbased on the detailed internal audit plan whichis finalised each year in consultation with theAudit Committee. Internal Auditors provide areport to the Audit Committee and present allmajor observations to the Audit Committee onquarterly basis.
c. Secretarial Auditors
In terms of Regulation 24A of the ListingRegulations, as amended, and Section 204 ofthe Act and rules made thereunder, the Board ofDirectors, based on the recommendation of theAudit Committee, recommended appointment ofM/s. SPNP & Associates (Firm registration number:FR/Chennai Central/102/2020), PracticingCompany Secretaries, a peer reviewed firm asSecretarial Auditors of the Company for a term
of five (5) consecutive years commencing fromFinancial Year 2025-26 until the Financial Yearending March 31, 2030. The said appointmentwas approved by the members at the AGM heldon 8 August, 2025.
M/s. SPNP & Associates conducted SecretarialAudit pursuant to the provisions of Section204 of the Act and submitted the SecretarialAudit Report for the financial year ended 31March, 2026. The report does not contain anyqualification or adverse remark for the yearunder review and is annexed to this report asAnnexure A.
The Secretarial Auditors have confirmed thatthey are not disqualified to continue as theSecretarial Auditors and eligible to hold office asthe Secretarial Auditors of the Company.
During the year under review, the SecretarialAuditors have not reported to the AuditCommittee any instances of fraud committedagainst the Company by its officers or employeesunder Section 143(12) of the Act and thereforeno details are required to be disclosed underSection 134(3)(ca) of the Act.
Further, as per the amended Regulation 24Aof the Listing Regulations, the SecretarialCompliance Report of the Company for thefinancial year ended 31 March, 2026 is annexedas Annexure - B.
d. Cost Auditors
Maintenance of cost records as specified bythe Central Government under Section 148(1) ofthe Act is not applicable on the Company andaccordingly, such accounts and records are notmaintained.
10. Risk Management
Risk Management forms an essential pillarof the Company’s governance and businessframework. In order to bring greater focus andaccountability to this function, the Board hasconstituted a dedicated Risk ManagementCommittee, entrusted with managementsupervision on aspects related to riskmanagement and mitigation. The Committee’smandate encompasses the determination ofthe Company’s risk framework, classificationof risk categories, formulation of action plans,establishment of risk tolerance thresholds, anddevelopment of comprehensive risk mitigationstrategies covering risk identification,quantification, and evaluation.
The Risk Management Policy, duly approvedby the Board of Directors, is available on theCompany’s official website and may be accessedat https://www.alldigitech.com/investor-
information/.
A detailed analysis of the risks posed by theCompany, along with the strategies adopted toaddress them, has been comprehensively setout in the Management Discussion and AnalysisReport, which forms an integral part of thisAnnual Report.
11. Internal Financial Control and their Adequacy
The Company has established a robustframework for internal financial controls withadequate safeguards, procedures and policiesto ensure orderly and efficient conduct ofbusiness, adherence to Company’s policiesand safeguarding of its assets. The Board hasadopted adequate policies and procedures forprevention and detection of frauds and errors,accuracy and completeness of accountingrecords, and timely preparation of reliablefinancial information.
Moreover, Internal Audit is conducted by anindependent agency whose primary scopecovers testing and reviewing controls,appraisal of risks and evaluation of businessprocesses. To maintain independence,the Internal Auditor reports directly to theChairman of the Audit Committee. The InternalAuditor diligently monitors and evaluates theefficiency of the company’s Internal ControlSystem, ensuring adherence to applicablelaws and accounting policies. Managementmeticulously reviews audit reports andimplements corrective actions to bolstercontrols. Summaries of periodic audit findingsare presented to the Audit Committee.
During the year under review, controlswere assessed and no reportable materialweaknesses in the design or operationwere observed. The Company has a strongERP system and other supporting IT platformsthat serve as key elements of its internalcontrol framework. Continuous technologicaladvancements are leveraged to further reinforceand enhance the internal controls. Accordingly,the Board is of the opinion that the Company’sinternal financial controls were adequate andeffective during FY26. A full assessment of
their adequacy is included in the ManagementDiscussion and Analysis, which forms part ofthis Report.
12. Related Party Transactions
All related party transactions entered duringthe year were on an arm’s length basis andin the ordinary course of business. Requisiteomnibus approvals have been obtained fromthe Audit Committee, in compliance with ListingRegulations, for the related party transactionswhich are repetitive in nature, based on thecriteria approved by the Board. The Companyhas adopted a policy for dealing with relatedparty transactions and the same is madeavailable on the Company’s website athttps://www.alldigitech.com/investor-information/.
Related Party Transactions entered withwholly owned subsidiaries of the Company aregenerally exempted under Section 188 of theAct. Apart from this, there were no materiallysignificant related party transactions enteredby the Company during the year under review,that required shareholders’ approval underRegulation 23 of the Listing Regulations.
The Audit Committee reviews all transactionsentered by the Company pursuant to theomnibus approvals granted on a quarterlybasis. Pursuant to Regulation 23(9) of theListing Regulations, the Company has filed half¬yearly reports on related party transactionswith the Stock Exchange(s).
Information on transactions with relatedparties, if any, pursuant to Section 134(3)(h) ofthe 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 asAnnexure C. Details pertaining to the relatedparty transactions entered during the yearunder review are also provided in the notes tothe Financial Statements, forming part of thisReport. None of the Directors of the Companyhave any pecuniary relationship or transactionswith the Company, other than disclosed in theCorporate Governance Report, forming part ofthis report.
13. Criteria for making payments to Non-ExecutiveDirectors
The criteria for making payment to Non-ExecutiveDirectors is given in the Policy on Nomination and
Remuneration, which is available on the websiteof the Company athttps://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 Actand Regulation 22 of Listing Regulations, theCompany has a Whistle Blower Policy and hasestablished the necessary vigil mechanismfor Directors and employees in conformitywith the above laws, to report concerns aboutunethical behaviour, violations of system,actual or suspected fraud or grave misconductby the employees. The details of the Policyhave been disclosed in the CorporateGovernance Report, which forms part of thisreport and is also available on the website ofthe Company at:https://www.alldigitech.com/investor-information/.
No member has been denied access to VigilMechanism, and no complaints were receivedduring the year through Vigil Mechanisminvolving financial fraud or financial
irregularities involving Company/ its assets.
15. Sustainability:a. Conservation of energy, technology absorption,
foreign exchange earnings and outgo
The Company, being in the service industry,requires minimal energy consumption, andevery endeavour is made to ensure optimal useof energy, avoid wastage and conserve energyas far as possible.
The Company is a pioneer in technology andhas used information technology extensively inits operations. The Company has an in-houseinformation technology team which constantlyworks on the adoption and implementationof new technology into the businesses of theCompany. Through digitization, automation, andcentralized data systems, we have been able tosignificantly reduce our reliance on paper andimprove energy monitoring across facilities.
The details of the earnings and expenditure inforeign currency are given below:
• Expenditure in foreign currency: INR 718.82Lakhs
• Earnings in foreign currency: INR 13,940.97Lakhs
b. Corporate Social Responsibility
In compliance with the provisions of Section 135of the Act, read with the Companies (CorporateSocial Responsibility Policy) Rules 2014, theCompany has established the CSR Committee,which monitors and oversees various CSRinitiatives and activities of the Company that arealigned to the requirements of Section 135of the Act. The CSR initiatives of the Companyare primarily carried out through the QuessFoundation.
During the past fiscal year, the Companyprioritized its CSR initiatives in the following keyareas:
• Digital Learning Program: The Companysupported Quess Foundation’s flagship SchoolEnhancement Program across 42 governmentschools, reaching 8,762 children and 165teachers through 5,809 sessions during theyear. Students from Classes 1 to 10 participatedin interactive sessions covering basic computeroperations, internet navigation, productivitytools, online safety, and responsible digitalcitizenship, supported by a doubling of practicalclasses. The initiative also extended digitalliteracy training to teachers and Anganwadifacilitators, and provided furniture support to 35schools. Pre and post-test assessments across3,366 higher-primary students demonstratedsubstantial learning outcomes — the proportionof students scoring Grade A increased from 6.1%to 48%, while those in the lowest performancecategory (Grade D) declined sharply from 59.6%to 8.0%.
• Early Childhood Learning Program (ECLP):
Implemented across 28 anganwadis, the ECLPreached 893 children, 439 parents, and 28anganwadi teachers and workers each through1,139 sessions, focusing on the developmentalneeds of children aged 3-6 years. The programdelivered early literacy and numeracy throughstorytelling, songs, games, and workbookactivities; built capacity of Anganwadi teachersthrough co-teaching and workshops; andengaged parents and Bala Vikas Samidhicommittee members through structured monthlysessions. The initiative was complemented byhealth check-ups, psychosocial support, toylibraries set up in 10 Anganwadi centres fortake-home learning, and basic sanitation andinfrastructure refurbishment across all centres,
collectively creating safe, stimulating, and joyfulenvironments to lay strong foundations forlifelong learning.
The contribution of the Company towards itsCSR activities during the financial year 2025-26was INR 89 Lakhs, which has been fully utilizedand spent on the approved CSR projects. CSRspending is guided by the vision of creatinglong-term benefits for the Community.
The CSR policy and Annual Action Plan isavailable on the Company’s website at:https://www.alldigitech.com/investor-information/. ThePolicy is formulated to meet the CSR objectivesset by the Company as well as the applicablestatutory requirements notified by the Ministryof Corporate Affairs through the CompaniesAct, 2013, and the rules and/ regulations framedthereunder. There has been no change in thepolicy during the year. The annual report onCSR activities is annexed as Annexure D of thisreport.
c. Business Responsibility and SustainabilityReport
As stipulated under Regulation 34(2)(f) of theListing Regulations, the Company’s reporton Business Responsibility and Sustainabilitydescribing the initiatives taken by the Companyfrom environmental, social and governanceperspectives forms a part of this Report asAnnexure - F.
d. Environment, Health & Safety
The Company is conscious of the importanceof environmentally clean and safe operations.The Company’s policy requires conduct ofoperations in such a manner so as to ensuresafety of all concerned, compliances ofenvironmental regulations and preservation ofnatural resources.
16. Public Deposits
Your Company has not accepted any depositsunder Chapter V of the Act during the financialyear and as such, no amount on account ofprincipal or interest on deposits from public isoutstanding as on 31 March, 2026.
17. Debentures:
As on 31 March, 2026, the Company does nothave any debentures.
18. Information Required Under Sexual Harassmentof Women at Workplace (Prevention, Prohibition& Redressal) Act, 2013
The Company firmly believes in providing a safe,supportive and friendly workplace environment- a workplace where our values come to lifethrough the supporting behaviors. Positiveworkplace environment and a great employeeexperience are integral part of our culture. TheCompany continues to take various measures toensure a workplace free from discrimination andharassment based on gender.
To comply with provisions of the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and rulesframed thereunder, the Company has formulatedand implemented a policy on prevention,prohibition and redressal of complaints related tosexual harassment of women at the workplace.The said policy has been uploaded onto theinternal portal of the Company for information ofall employees.
During the year, the Company conductedawareness and sensitization sessions onprevention of sexual harassment at workplacefor its employees and others at various locations.
An Internal Complaints Committee (ICC)has been constituted in line with the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013. The detailsof complaints received during the year underreview are detailed below:
(a) number of complaints of sexual harassmentreceived in the year: Two
(b) number of complaints disposed off duringthe year: Two
(c) number of cases pending for more thanninety days: NIL
(d) number of cases pending at the end offinancial year: NIL
19. Quality & Information Security
The Company has a robust Quality Management(QMS), Information Security Management system(ISMS) and Data Privacy framework (PIMS) inplace to identify the potential risks, areas ofimprovement and further to ensure smoothbusiness operations and ongoing compliancewith contractual & regulatory requirements.
During the year, your Company continued tostrengthen its compliance posture across globaloperations. Key certifications including ISO9001:2015 (QMS) and ISO 27001:2022 (ISMS)have been completed in February 2026 acrossall facilities in Chennai, Bengaluru, Noida, andManila cities. PCI DSS certifications for our BPMbusiness in facilities in Chennai, Bengaluru,Noida & Manila are due to be renewed in October2026 as a part of consolidation activity. Wehave also renewed our HIPAA certifications forfacilities in Chennai BPM programs in the monthof April 2026 which is ongoing and HIPAA forManila facilities is due by October 2026 for threecentres as per the schedule. HIPAA certificationis a compliance requirement for programs thatdeal with US residents’ health information.
Our Tech & Digital/HRO payroll businessunderwent SOC 1, Type II audits under SSAE 18/ISAE 3402 frameworks four times during the yearto fulfill various clients-specific requirements. Inaddition, we are planning to seek SOC 2 Type 2Certification by December 2026.
We continued to maintain strong adherence toglobal data protection regulations, includingthe GDPR (EU), the Philippines Data PrivacyAct, and the California Consumer Privacy Act(CCPA). Our GDPR framework, establishedseven years ago, has been progressivelystrengthened with enhanced controlsaligned to regulatory updates and businessneeds. Compliance efforts also continuedacross applicable client programs underthe Philippines Data Privacy Act and CCPA.In preparation for India’s upcoming DigitalPersonal Data Protection Act, 2023 (DPDPA),which aims to safeguard digital personaldata of Indian citizens, we have proactivelyreviewed the Act’s requirements and itsdraft rules published in January 2025 andthereafter the final rules notified in November2025. We are currently working on the DPDPdocuments and the required controls toensure the implementation is completed byMay 2027, which is the deadline.
20. 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, 2026 isavailable on the Company’s website at -https://www.alldigitech.com/investor-information/.
21. Particulars of Loans, Guarantees or Investments
Pursuant to Section 186 of the Act and ScheduleV to the Listing Regulations, disclosure onparticulars relating to Loans, Guarantees andInvestments are provided as part of the Notes tofinancial statements.
22. Management Discussion & Analysis
The Management Discussion and Analysis asprescribed under Part B of Schedule V read withRegulation 34(3) of the Listing Regulations isprovided as a separate section and forms part ofthis Report.
23. Particulars of Employees
The Company is required to give disclosuresrelating to remuneration under Section 197(12)of the Act read with Rule 5 of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, which is annexed asAnnexure - E and forms an integral part of thisReport.
The statement containing the top 10 employeeson roll and particulars of employees employedthroughout the year whose remuneration ismore than Rs.102 lakhs or more per annumand employees employed part-time and inreceipt of remuneration of Rs. 8.5 lakhs or moreper month as required under Rule 5(2) of theCompanies (Appointment and Remunerationof Managerial Personnel) Rules 2014, formsan integral part of this Report. However, thesame is not being sent along with this AnnualReport to the members of the Companyin line with the provision of Section 136 ofthe Act. Members interested in obtainingthese particulars may write to the corporatesecretarial department at the registered officeof the Company. The aforesaid annexure isalso available for inspection by the Membersat the Registered Office of the Company, 21days before and up to the date of the ensuingAGM during business hours on working days.
24. Corporate Governance
A detailed Report on Corporate Governance andthe Auditor’s Certificate regarding compliance ofconditions of Corporate Governance, pursuantto the requirements of Regulation 34 of theListing Regulations, forms part of this Report.
25. Code of Conduct
The Company has laid down a Code of Conductfor the Directors and senior management of the
Company. As prescribed under Regulation 17of the SEBI Listing Regulations, a declarationsigned by the CEO affirming compliance withthe Code of Conduct by the Directors and SeniorManagement Personnel of the Company for thefinancial year 2025-26 forms part of the Reporton Corporate Governance.
26. Directors’ Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of theAct, the Board of Directors hereby give DirectorsResponsibility Statement stating that:
a) in the preparation of the accounts for the yearended March 31, 2026, the applicable accountingstandards have been followed and there are nomaterial departures from the same;
b) the accounting policies have been selectedand applied consistently, and judgments andestimates have been made that were reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company as at March31, 2026 and of the profit of the Company for theyear under review;
c) proper and sufficient care have been takenfor the maintenance of adequate accountingrecords in accordance with the provisions ofthe Companies Act, 2013 for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities;
d) annual accounts have been prepared for theCompany on a ‘going concern’ basis;
e) internal financial controls have been laid downto be followed by the Company and that suchinternal financial controls are adequate andwere operating effectively; and
f) proper systems have been devised to ensurecompliance with the provision of all applicablelaws and that such systems were adequate andoperating effectively.
The aforesaid statement has also been reviewedand confirmed by the Audit Committee of theBoard of Directors of the Company.
27. Board policies
The details of the policies approved and adoptedby the Board as required under the Act and theSecurities and Exchange Board of India (SEBI)Listing Regulations are provided in the report onCorporate Governance which forms an integralpart of this Annual Report.
28. Secretarial Standards
In terms of Section 118(10) of the CompaniesAct, 2013, the Company has complied with theapplicable Secretarial Standards as specified bythe Institute of Company Secretaries of India andapproved by the Central Government
29. General Disclosures:
i) Disclosure as per Securities and Exchange Boardof India (Employees Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines,2011
There are no Employees Stock Option Plan orEmployees Stock Purchase Scheme that arecurrently in place.
ii) Details of significant and material orderspassed by the Regulators or Courts or Tribunalsimpacting the going concern status andCompany’s operations in future - Nil
iii) Details of difference between amount ofthe valuation done at the time of one-timesettlement and the valuation done while takingloan from the Banks or Financial Institutionsalong with the reasons thereof - Not Applicable
iv) Details of application made or any proceedingpending under the Insolvency and BankruptcyCode, 2016 during the year along with theirstatus as at the end of the financial year -
Not Applicable
v) Material changes and commitments affectingthe financial position of the Company whichhave occurred between the end of the financialyear and the date of the Report - None
vi) Voting rights which are not directly exercisedby the employees in respect of shares forthe subscription/purchase of which loanwas given by your Company (as there is noscheme pursuant to which such persons canbeneficially hold shares as envisaged underSection 67(3)(c) of the Act) - Not Applicable
vii) Statement by the Company with respect to thecompliance to the provisions relating to theMaternity Benefit Act, 1961: The Company hascomplied with the provisions of the MaternityBenefit Act, 1961, and has policies, systemsand processes in place to ensure ongoingcompliance.
30. Investor Services
Your Company will constantly endeavor to givethe best possible services to its investors.
The investor information section ofthe Company’swebsite (https://www.alldigitech.com/), furnishesimportant financial details and other data offrequent reference by the investors as perRegulation 46 of the Listing Regulations. TheCompany also has a Stakeholders’ RelationshipCommittee to address shareholders’ grievances,if any and resolve them as and when they arereported. The Company has provided anexclusive email id:investorcontact@alldigitech.comfor the investors to facilitate the redressalof their queries and complaints.
The Company has appointed M/s. KFINTechnologies Limited as Registrars & ShareTransfer Agents for attending to issues relatingto physical shares and routine services requests.
Shareholders can also address any unresolvedissues or information requests by postal mailto - Company Secretary, Alldigi Tech Limited,46C, Velachery Main Road, Velachery, Chennai600042.
The Company has sent reminders to updatetheir KYC information so that the Companycan provide better services at all times. SEBI,vide its Master Circular dated 6th February2026, has mandated that holders of physicalsecurities furnish PAN, nomination details, andKYC details (including contact details, bankaccount particulars, specimen signature, andpostal address with PIN code) in the prescribed
forms. Members holding shares in demat modeare requested to update the aforesaid detailswith your Depository Participants. Further, werequest you to convert your physical shares intoDemat mode as per the SEBI’s guidelines formandatorily dematerialization of physical sharesheld by an Investor.
31. Acknowledgement
The Board extends its sincere gratitude to itsshareholders, customers, vendors, bankers,regulators, and government authorities and allother business associates who form part of theAlldigi family for their continued support andcooperation throughout the year. The Boardalso places on record its deep appreciation forthe dedicated efforts and commitment of theCompany’s employees, whose contributionshave been pivotal in delivering a clear strategyimplementation and way forward.
For and on behalf of the Board of Directors of
Alldigi Tech Limited(Formerly known as Allsec Technologies Limited)
Ajit Abraham Isaac
ChairmanDIN: 00087168
Bengaluru
May 7, 2026