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Dear Members,

The Board of Directors ("Board") are pleased in presenting the 29^th Annual Report of Allied Digital Services Limited ("the Company") along with the Financial Statements for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended March 31, 2023, is summarized as below:

2. RESULT OF OPERATING PERFORMANCE, ONGOING PROJECTS & STATE OF AFFAIRS a. Standalone Financial Results:

During the year under review the company achieved the considerable revenue growth of 72% and corresponding growth in PAT margin of 64% from its continuing operations. During the year, the Company also made a strategic decision to discontinue the business of selling IT hardware and peripherals and accordingly sufficient provisions are made towards non-recoverable receivables and advances related to such discontinued business.

b. Consolidated Financial Results:

During the year under review the company achieved the considerable revenue growth of 36% and corresponding growth in PAT margin of 44% from its continuing operations.

c. Ongoing Projects:

The company continues executing several large contracts won, both managed services as well as smart / cities business. The resource challenges are eased out due to differentiated models of delivery as well as resource acquisition models deployed across the globe. Service governance remained a key focus area to uplift the delivery quality as well as customer satisfaction.

d. State of Company's Affairs:

The Company continued to add new customer logos and augmented its revenues over the year, inspite of inflation challenges in US/Europe.

The Company has a clear practiced roadmap and business strategies for the coming years. It remains focus on continued growth this financial year.

e. Revision of Financial Statement:

There was no revision of the financial statements pertaining to previous financial year during the year under review.

f. Change in Nature of Business

During the year under review, there was no change in the nature of the business of the Company.

3. SHARE CAPITAL:

During the year under review, there was no change in the Authorized Share Capital of the Company.

However, there was a change in the paid-up share capital of the Company from INR 27,10,27,640 to INR 27,41,87,640 due to issue of 6,32,000 equity shares having face value of INR 5/- on exercise of options under ADSL - Employees Stock Option Plan 2020.

4. TRANSFER TO RESERVES

The Company has not recommended to transfer any amount out of the profits to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Profit and Loss Surplus Account.

5. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES, AND JOINT VENTURES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY:

During the FY 2022-23, the Company has 11 Subsidiaries and 2 Associate Companies. The Company does not have any Joint Venture Company.

The performance and financial position of each of the subsidiaries and associates for the year ended March 31, 2023 in the prescribed format of Form AOC-1 is attached as "Annexure I" to the Directors' Report of the Company and forms a part of this Annual Report.

There is no material change in the nature of the business of Subsidiaries or Associate Companies during the year under review.

The Policy for determining Material Subsidiaries, as approved by the Board, is uploaded on the Company's website and can be accessed at https://www.allieddigital.net/in/downloads/Inv_Policies/ Policy_on_Determination_of_Material_Subsidiaries.pdf

6. DIVIDEND

The Board is pleased to recommend a final dividend of INR 1.25 (One Rupee Twenty-Five Paise only) per Equity Share of face value INR 5/- (INR Five only) for the financial year 2022-23. The aforesaid dividend will involve a total payout of INR 686.33 Lakhs and is subject to the approval of Members at the ensuing General Meeting of the Company. The proposed dividend payout is in accordance with the Company's Dividend Distribution Policy.

7. INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, INR 178,859.75/- (One Lakh Seventy-Eight Thousand Eight Hundred & Fifty-Nine INR & Seventy-Five Paisa Only) is in unclaimed dividend accounts of the company.

Pursuant to Section 124(5) and 125(2) of the Companies Act, 2013, ('the Act'), the Company had transferred INR 2,87,348 (which includes the matured amount and the interest accrued) on account of unclaimed Matured Deposits to the Investor Education and Protection Fund during the year under review.

The Nodal Officer appointed under the said provisions is: Mr. Nehal Shah, Director of the Company e-mail ID: cs@allieddigital.net

8. RECENT DEVELOPMENTS:

The company acquired many new logos for managed services with the start of the first quarter of 2023. Few significant among them being one of the large FMCG customer in India, a car spare part manufacturer and a large retail store chain in southern India. In the US, few significant deals include an airline company pilot union, large retail group of 7 brands and large conveyor belt solutions company. The pipeline for rest of the 2023, globally looks good.

9. DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any amount falling within the purview of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 from public during the year under review. However, as on the Balance Sheet date i.e. March 31, 2023, there are unclaimed fixed deposits amounting to INR 2.56 lakhs lying with the Company.

The details relating to deposits, covered as per the Chapter V of the Act, are as under:

The Company has not accepted any other deposits during the year which are not in compliance with Chapter V of the Act.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the Notes forming part of the financial statements.

During the year under review, the Company did not give any guarantee for the loans availed by the others.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has adequate procedures for identification and monitoring of related party transactions. All the transactions entered into with the related parties during the financial year were on arm's length basis and were in the ordinary course of business. All related party transactions were placed before the Audit Committee and the Board for approval, wherever required. Prior omnibus approval of the Audit Committee was obtained for the transactions that were repetitive in nature. These transactions are reviewed by the Audit Committee on a quarterly basis.

For details on related party transactions, members may refer to note no 30(4) to the standalone financial statement. The Policy on Related Party Transactions as approved by the Board is available on the Company's website and can be accessed through the web link: https://www.allieddigital.net/in/downloads/Inv_Policies/ Related_Party_Transaction_Policy.pdf.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, ("the Listing Regulations"), the resolution for seeking approval of the shareholders on material related party transactions is being placed at the AGM.

Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed the reports on RPT with the Stock Exchanges i.e. BSE Limited & National Stock Exchange of India Limited and the same is also available on the website of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and Regulation 17 of the Listing Regulations.

All Directors have given a declaration to the Compliance Officer confirming the adherence to the Code of Conduct of the Company for the financial year 2022-23.

a. Re-appointment / Appointment:

Mr. Anup Kumar Mahapatra (DIN: 08985605) was appointed as an Additional Director (Non-Executive &

Independent) of the Company with effect from May 18, 2022, and later his appointment was approved for a period of 5 (five) consecutive years up to May 17, 2027, by the Members in the 28^th Annual General Meeting of the Company held on July 28, 2022.

Mr. Sunil Vasudev Bhatt (DIN: 09243963) was initially appointed as a Non-Executive Director of the Company by the Members during the 27^th Annual General Meeting held on September 13, 2021. After actively contributing to the Company's operations and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in their meeting on May 18, 2022, approved the appointment of Mr. Sunil Vasudev Bhatt (DIN: 09243963) as an Executive Director. This appointment was subsequently approved by the shareholders during the 28^th Annual General Meeting held on July 28, 2022.

Mrs. Tejal Prakash Shah (DIN: 02766902) was appointed as an Additional Director (Executive) of the Company with effect from May 25, 2023, subject to the approval of the Members at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of Act and the Articles of Association of the Company, Mr. Nehal Nitin Shah, Director (DIN: 02766841) retires by rotation at the forthcoming 29^th Annual General Meeting and, being eligible, offers himself for reappointment.

b. Resignation / Cessation:

During the year under review, Late Mr. Prakash Dhanji Shah (DIN: 00189842) unfortunately passed away on February 12, 2023, leading to his resignation as the Whole-time Director of the Company. The Directors of the Company expressed their appreciation for his noteworthy contributions and invaluable support, recognizing his meaningful contributions.

No Independent Director has resigned before the expiry of his / her tenure.

c. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors of the Company, have submitted declarations that they meet the criteria of independence as provided in Section 149(7) of the Act along with Rules framed thereunder and Regulation 16(1)(b) and 25(8) of the Listing Regulations. They are also in compliance with Rule 6 (1) & (2) of the Companies (Appointment & Qualifications of Directors) Rules, 2014. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, none of the managerial personnel i.e. Managing Director and Whole- time Director of the Company were in receipt of remuneration / commission from the subsidiary companies.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

In the opinion of the Board, all appointment of Independent Directors during the financial year were made after due veracity of their integrity, expertise and experience (including the pro_ciency).

d. Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, Mr. Nitin Dhanji Shah, Chairman and Managing Director, Mr. Paresh Shah, Chief Executive Officer, Mr. Gopal Tiwari, Chief Financial Officer and Ms. Neha Sunil Bagla, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2023

Late Mr. Prakash Dhanji Shah ceased to be a Whole-time Director with effect from February 12, 2023 due to his untimely demise.

13. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, and in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board hereby confirmed that:

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

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as at March 31, 2023 and of the profit and loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; e. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

14. MEETINGS OF THE BOARD

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. Due to business exigencies, the Board has also been approving several proposals by way of passing circular resolutions from time to time.

Four (4) meetings of the Board were held during the year under review. The meetings were held on May 18, 2022, July 28, 2022, November 8, 2022, and February 9, 2023. Brief details of the said meetings are provided in the Corporate Governance Report, which is a part of this Annual Report.

In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors was also held on July 28, 2022 to review the performance of Non-Independent Directors (including the Chairperson), the entire Board and its Committees thereof, quality, quantity, and timelines of the flow of information between the Management and the Board.

The Board afirms that the Company has complied with the applicable Secretarial Standards (‘SS') issued by the Institute of Company Secretaries of India (SS1 and SS2), relating to meetings of the Board and its Committees and General Meetings respectively, during the year under review.

15. DISCLOSURE UNDER THE EMPLOYEE STOCK OPTION PLAN:

During the year under review, the Company allotted 6,32,000 equity shares of INR 5/- each to the employees who exercised the options granted to them under the ADSL - Employee Stock Option Plan 2020.

The relevant disclosures pursuant to Rule12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations, as amended from time to time are available on the website of the Company i.e. www.allieddigital.net and the same is marked as "Annexure II" to this Director's Report.

16. CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong credit ratings of its debts. Acuit? Ratings & Research Limited ("Acuite Ratings") has assigned a long-term rating of ‘ACUITE BBB' (ACUITE triple B) and a short-term rating of ‘ACUITE A3+' (ACUITE A three plus) to its bank facilities against the earlier rating of BBB- for Long-term and A3 for Short-term facilities by Brickwork Rating India Private Limited. The outlook is ‘Stable'.

17. DISCLOSURES RELATED TO POLICIES a. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act, read with Regulation 19 of Listing Regulations, the Board has constituted the Nomination and Remuneration Committee, which inter-alia recommends to the Board the criteria for appointment of Director(s) along with the compensation, terms of Executive Directors and Senior Management Personnel's.

The Board has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and all other Employees of the Company. The said policy is hosted on the website of the Company. The web link of the same is as follows: https:// www.allieddigital.net/in/downloads/Inv_Policies/ Nomination_Remuneration_policy.pdf

b. Corporate Social Responsibility Policy:

As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken CSR projects and programs. These activities are in accordance with CSR activities as defined under the Act. Details about the Committee, CSR activities and the amount spent during the year, as required under section 135 of the Act and the related Rules, reasons and other details are given in the CSR Report as "Annexure III" forming part of this Report.

The Company has framed a CSR Policy in compliance with the provisions of the Act and the same is placed on the Company's website: https://www.allieddigital.net/in/downloads/Inv_ Policies/CSR%20Policy.pdf

c. Whistle Blower Policy and Vigil Mechanism:

The Board has, pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations framed a ‘Whistle Blower Policy and Vigil Mechanism'. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

There were no such reporting / communication received by the Chairman of the Audit Committee during the year under review.

d. Material Policy:

Pursuant to the provisions of Regulation 16(1)(c) of the Listing Regulations, the Company has adopted a Policy on determination of Material Subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

Accordingly, Allied Digital Services LLC, USA is the material subsidiary of the Company during the Financial Year 2022-23.

The Policy may be accessed on the website of the Company at the link: https://www.allieddigital.net/in/downloads/Inv_ Policies/Policy_on_Determination_of_Material_ Subsidiaries.pdf

e. Dividend Distribution Policy:

Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The same is available on the website of the Company at the link: www.allieddigital.net/in/ wp-content/uploads/2022/08/Dividend_Distributon_ Policy.pdf.

The Policy primarily encompasses the following key areas: a) the circumstances under which shareholders may or may not expect dividend; b) the financial parameters that shall be considered while declaring dividend; c) internal and external factors that shall be considered for declaration of dividend; d) policy as to how the retained earnings shall be utilized.

18. ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of performance of the Board, Independent Directors, Non-Executive Directors, Executive Directors, Committees and the Chairman of the Board.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Independent Director at the meeting held on July 28, 2022 evaluated the performance of the Board, Chairman of the board, Executive and Non-Executive Directors. At the board meeting that followed the meeting of the Independent Directors and Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report (MDAR) for the year under review, analyzes the operations and state of the affairs of the company and all of its subsidiaries and associates, is given in a separate section and forms part of this Annual Report.

INDEPENDENT DIRECTORS

The Company familiarizes the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc.

The brief details of the Familiarisation Programme are put up on the website of the Company at the link: https://www.allieddigital.net/in/downloads/Inv_Policies/ Familiarisation_Programme_Independent_Directors.pdf

21. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Corporate Governance Report for the year ended March 31, 2023, with a detailed compliance report thereon forms an integral part of this Annual Report and is set out as separate section therein. The Auditor's Certificate in respect of compliance with the provisions concerning Corporate Governance, forms a part of Corporate Governance Report presented in a separate section of this Annual Report, as required under the Listing Regulations.

22. CEO & CFO CERTIFICATION

As required by Regulation 17(8) of the Listing Regulations, the CEO and CFO certificate, for the year under review was placed before the Board of Directors of the Company at its meeting held on May 25, 2023. A copy of the said certificate forms a part of the Corporate Governance Report.

23. COMMITTEES OF THE BOARD

In terms of the requirements of the Act and Listing Regulations, the Board has constituted the Audit Committee,

Stakeholder's Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Management Committee.

Details of each of the Committees outlining their composition, terms of reference & details of meetings held during the financial year, are provided in the Corporate Governance Report which forms a part of this Annual report.

24. AUDITORS AND AUDITORS' REPORTS a) Statutory Auditor

In line with Section 139 of the Act and the Rules made thereunder, M/s. Shah & Taparia, Chartered Accountant, Mumbai (Firm Registration No. 109463W) was appointed as the Statutory Auditor of the Company from the conclusion of the 25^th Annual General Meeting till the conclusion of the 30^th Annual General Meeting.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2023. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act.

b) Secretarial Auditor

The Board of Directors of the Company appointed M/s. Rathi & Associates, Company Secretaries, to conduct Secretarial Audit for the Financial year 2022-23.

The Secretarial Audit Report issued by M/s. Rathi & Associates, Company Secretaries, for the Financial Year 2022-23. The report in Form MR-3 is annexed as "Annexure IV" and forms a part of this Report.

The Secretarial Audit Report for the financial year 2022-23 does not contains any qualifications, reservations, or adverse remarks or disclaimer.

c) Internal Auditor

M/s. Satya Prakash Natani & Co., Chartered Accountant (Firm Registration No. 115438W), Internal Auditor of the Company have carried out Internal Audit in various areas/parameters for the financial year ended March 31, 2023. The findings of the Internal Auditor are discussed on quarterly basis at the meetings of the Audit Committee and Board and accordingly necessary steps are taken to implement the suggestions/ recommendations, if any, of the said Internal Auditors.

d) Cost Auditor

The Company was not required to appoint any Cost Auditors or maintain Cost Audit Records pursuant to the requirements of Section 148 of the Act during the year under review.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards, issued by the Institute of Company Secretaries of India.

26. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Act, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have significant impact on the going concern status and the Company's operations in future.

28. ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2023 in Form MGT-7, is available on the website of the Company at the link: h t t p s : / / w w w. a l l i e d d i g i t a l . n e t / i n / w p - c o n t e n t / uploads/2023/07/Draft_Annual_Return_2023.pdf

29. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to be reported to the Audit Committee, Board or Central Government under Section 143(12) of the Act and Rules framed thereunder.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars, as required under the provisions of Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo are as under:

(i) Steps taken or impact on conservation of energy:

One of the significant steps taken this year is the company's initiative to drive Environmental, Social and Governance ("ESG") objectives. The Company was a nominated member at the World Economic Forum.

The Company has always considered energy and natural resource conservation as a focus area. Though the operations of the Company are not energy intensive, it strongly believes that it is the need of the hour to do best efforts to conserve energy and natural resources like water.

The Company continues to take sustainable steps voluntarily to contribute towards better environment.

Selected few steps/impact are listed below:

- Use of natural Lightning and natural ventilation;

- Energy saving devices are of highest preference for new installation.

- Enhanced focus and practice on water conservations.

- Encourage use of environment-friendly reusable water bottles;

- Car-pooling on regular commutes and encouraged use of public transport;

- Discouraging use of non-disposable plastic bags, plates etc.;

- Switching off work stations and laptops;

- Optimal use of air-conditioning and lighting at all premises.

- Educating employees and workers for energy conservation.

(ii) Steps taken by the Company for utilizing alternate sources of energy: The Company is using electricity as main source of its energy requirement and does not have any alternate source of energy. However, the company is keen on promoting green solution to the customers, such as solar power devices wherever possible.

(iii) Capital investment on energy conservation equipment's:

There was no such investment in energy saving equipment during the year.

(iv) E-Waste Management:

The Company is significantly contributing gloably, taking efforts to manage e-waste for its customers, as well as its own company assets. This has been a constant endeavor and a routine practice each year.

B. TECHNOLOGY ABSORPTION i. The efforts made towards technology absorption:

The Company has innovation as part of its motto. It is always thriven to be a pioneer for adoption new technologies, which either be useful for generating new business for its customers or for its self-use. It evaluates the best available technology for improving its performance and quality of its service operations.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company has adopted new technology to strengthen its infrastructure in the US, which is leveraged by many customers that has helped giving top quality uninterrupted services. It has adopted new technologies to apply to solve challenges faced by customers.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

The Company has not imported technology during the three preceding years under review.

iv. Expenditure incurred on Research and Development:

The Company has been continuously working on innovative projects, which are either part of-

- New features of their ADiTaaS product and global certification for PinkVerify etc.

- New conversational AI based banking platform

- RPA and DevOps technologies for customers and self-use

- Doing proof-of-concepts on new technologies in cybersecurity, multi-cloud technologies, AI

- Investing in new technology training/learning.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of the Foreign Exchange Earned and Outflow during the year are as follows:

31. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure V" and forms a part of this Report.

32. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a Policy and duly constituted Internal Complaints Committee. To build awareness in this area, the Company has been conducting induction / refresher programs in the organization on a continuous basis. During the year under review, no complaint was filed.

33. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company's internal financial controls are commensurate with the scale and complexity of its operations. The Company has put in place adequate internal financial controls system over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company's internal financial controls ensure the reliability of data and financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors.

34. RISK MANAGEMENT

The Company's governance structure has well-defined roles and responsibilities, which enable and empower the

Management to identify, assess and leverage business opportunities and manage risks effectively. This structured process of identifying risks supports the Senior Management Team in strategic decision-making and in the development of detailed mitigation plans. The identified risks are then integrated into the Company's planning cycle, which is a rolling process to, inter alia periodically review the movement of the risks and the effectiveness of the mitigation plan.

35. GENERAL:

The Directors states that, no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to the same during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise;

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

- During the year under review, there was no change in the nature of business of the Company.

- Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

- Di_erence between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

36. ACKNOWLEDGEMENTS:

The Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, vendors, suppliers, customers, shareholders and all other stakeholders during the year under review.

The Directors also wish to place on record their deep sense ofappreciationforthecommittedservicesofalltheemployees.