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Pace Digitek Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3370.95 Cr. P/BV 1.49 Book Value (Rs.) 105.16
52 Week High/Low (Rs.) 232/140 FV/ML 2/1 P/E(X) 11.33
Bookclosure EPS (Rs.) 13.79 Div Yield (%) 0.00
Year End :2026-03 

Your Directors take pleasure in presenting the Nineteenth (19th) Board's Report on the business and operations of Pace Digitek
Limited
(formerly known as Pace Digitek Private Limited and Pace Digitek Infra Private Limited) (the "Company"), along with
the Audited Financial Statements for the Financial Year ("
FY") ended March 31, 2026. The Consolidated performance of the
Company and its subsidiaries has been referred to, wherever required in the report.

FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

FY 2026

FY 2025

FY 2026

FY 2025

Revenue from Operations

17,108.08

22,710.96

26,412.70

24,387.80

Other Income

468.67

382.23

461.08

234.22

Total Income

17,576.75

23,093.19

26,873.78

24,622.02

Total Expenses

14,121.91

19,900.78

22,578.49

20,782.73

Profit before tax (PBT)

3,454.84

3192.41

4,295.29

3,839.29

Current tax

945.08

953.65

1,125.18

1,146.33

Deferred tax

40.72

(126.16)

90.32

(171.54)

Taxes relating to previous years

4.24

31.61

7 .15

73.48

Total tax expenditure

990.04

859.10

1,222.65

1,048.27

Profit after Tax (PAT)

2464.80

2333.31

3,072.64

2,791.02

Basic EPS

12.52

14.21

15.11

16.30

Diluted EPS

12.52

14.21

15.11

16.30

STATE OF AFFAIRS AND COMPANY'S PERFORMANCE

The financial statements for the financial year ended March 31 2026, included in this Annual Report, have been prepared
in compliance with the Indian Accounting Standards (Ind AS) notified by the Ministry of Corporate Affairs and amended
from time to time.

During the year under review, your Company successfully completed its Initial Public Offering ("IPO") process by filing the
Prospectus on September 30, 2025. Subsequently, the equity shares of the Company were listed on the National Stock
Exchange of India ("NSE") and BSE Limited ("BSE") on October 06, 2025. Pursuant to the IPO, the Company raised an
aggregate amount of H8,191.48 million by issuing fresh Equity Shares, marking a significant milestone in the Company's
growth journey and strengthening its capital base for future expansion.

The Directors of the Company express their sincere appreciation to the Merchant Bankers, legal counsels and all other
stakeholders for their invaluable support in the successful completion of the IPO and listing process. The Directors also extend
their gratitude to the regulators, including the Securities and Exchange Board of India and the Registrar of Companies, for
facilitating the Company's transition to the public markets.

The Directors further convey their heartfelt thanks to the shareholders for their participation in the IPO and for the continued
trust and confidence reposed in the Company and its management.

The summary of your Company's performance is as follows:

Sl.

No.

Particulars

FY 2026

FY 2025

1. Revenue Standalone basis

17,108.08

22,710.96

2.

Revenue Consolidated basis

26,412.70

24,387.80

3.

Profit after tax for the year -Standalone basis

2464.80

2333.31

4.

Profit after tax for the year -Consolidated basis

3,072.64

2,791.02

DIVIDEND

The Company intends to employ its' profits for its' operations
and performance of the Company for the future years and
intends to retain the surplus profits in the statement of Profit
and Loss. Accordingly, the Company has not declared any
dividend for the FY 2026.

Dividend Distribution Policy

In terms of regulation 43A of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended, the Company has
formulated and uploaded dividend distribution policy on its'
corporate website at https://www.pacedigitek.com/pdf/
Governance/Policies/01-Dividend-Distribution-Policy.pdf.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND

There were no unpaid/unclaimed dividends declared in
previous years and hence the provisions of Section 125 of
the Companies Act, 2013 do not apply.

EARNINGS PER SHARE (EPS)

The Basic EPS of your Company stood at H12.52 at
standalone level and H15.11 at consolidated level for the FY
ended March 31, 2026.

TRANSFER TO RESERVES

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

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling
within the meaning of Section 73 or 74 of the Companies
Act, 2013 (the "Act") during the year under review and as
such, no amount on account of principal or interest on
deposits from public were outstanding as on the date of
the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan, guarantee, or security is proposed to be
utilized by the recipient are provided in the Standalone
Financial Statements. (Kindly refer note 9 to the Standalone
Financial Statements).

LOANS FROM DIRECTORS

The disclosure in relation to loans availed from directors as required under Rule 2(1)(c)(viii) of the Companies (Acceptance
of Deposits) Rules, 2014 is not applicable. There were no loans taken by the Company from the Director's or relatives of
directors, however there are outstanding loans from the Director's as on March 31, 2026.

Sl

No

Name of the Director

Designation

Amount outstanding
as on March 31, 2026

1

Venugopal Rao Maddisetty

Chairman & Managing Director

Nil

2

Padma Venugopal Maddisetty

Whole Time Director

Nil

SHARE CAPITAL:

The Particulars of share capital of the Company are
as follows:

Particulars

Amount (J)

Authorized share capital (46,00,00,000
Equity Shares of H 2.00 each)

92,00,00,000

Issued, subscribed and paid-up share
capital (21,58,51,327 Equity Shares of
H 2.00 each)

43,17,02,654

Shares allotted during the FY 2026:

(a) Sub-division of shares:

There was no sub-division/split of equity shares
undertaken by the Company during the financial
year under review.

(b) Public issue, rights issue, preferential issue:

During the Reporting Period, your Company made an
Initial Public Offering ("IPO") of 3,74,09,047 equity

shares of face value of H 2 each for cash at a price
of 219.00 per equity share (a discount of 20 per equity
share was offered to eligible employees bidding in
the employee reservation portion) aggregating to
H8,191.48 (including securities premium) comprising
55,080 shares issued to employees at H199 per share
and 3,73,53,967 shares issued to other investors at
H219 per share.

(c) Details of allotment of Equity Shares under private
placement:

Not Applicable during the year under review

(d) Issue of Shares under ESOP:

There were no issuance/allotment of any shares under
any Employee Stock Option Schemes of the Company
during the FY 2026.

(e) Issue of Shares with differential rights as to
dividend, voting or otherwise

There were no issuance/allotment of equity shares with
differential rights as to dividend, voting or otherwise
during the FY 2026.

(f) Issue of Sweat Equity Shares

There were no issuance/allotment of sweat equity
shares during the FY 2026.

(g) Issue of Bonus Shares

There were no issuance/allotment of Bonus shares
during the FY 2026.

(h) Buy-back of Shares

No shares were bought back during the FY 2026.

MATERIAL CHANGES & COMMITMENTS

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of financial year to which the
financial statement relates on the date of this report. The
other changes in commitments are provided in the relevant
places of the annual report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("the Listing Regulations") as amended from time to
time, Report is presented in a separate section forming part
of the Annual Report

CREDIT RATING

The Company has been rated by CRISIL Ratings Limited
vide its letter dated April 01, 2026 as CRISIL A-/Stable
credit rating, reflecting strong financial performance and
operational stability, and the same can be accessed at
www.pacedigitek.com.

SUBSIDIARIES, ASSOCIATE COMPANIES AND
JOINT VENTURES

Statement containing the salient features of the Financial
Statements of the Subsidiary Companies:

As per the provisions of Sections 129 of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014, a separate
statement containing the salient features of the Financial
Statements of the Subsidiary Companies in Form AOC-1 is
set out in this Annual Report as
Annexure 1. The Company
does not have any associate company or joint venture.

During the year, there has been no material change in the
nature of the business of the subsidiaries.

THE NAMES OF COMPANIES WHICH HAVE
BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR

On February 27, 2026, AP Digital Infra Private Limited,
Subsidiary of the Company filed an application with the
Registrar of Companies for voluntary striking off of its name
from the records of the Registrar of Companies.

MATERIAL SUBSIDIARIES

The Board of Directors of the Company have adopted a
Policy for determining material subsidiaries in line with the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policy is available at Company's
website at https://www.pacedigitek.com/investor-
relations/governance

For the financial year 2025-26, M/s. Lineage Power Private
Limited is categorized as material subsidiary(s) of the
Company as per the thresholds laid down under the SEBI
Listing Regulations.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP") OF THE COMPANY

Your Company has a truly diverse Board that includes and makes good use of diversity in the skills and industry experience,
background and other distinctions among directors. In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company the Board of Directors is duly constituted during the year. None of the directors of
the Company are disqualified under Section 164(1) or Section 164(2) of the Act.

Details of Directors and Key Managerial Personnel as on the closure of financial year i.e. 31 March 2026:

Sl.

No.

Name of the Director

DIN

Designation

Date of Appointment

1.

Venugopalrao Maddisetty

02070491

Chairman & Managing Director

March 01, 2007

2.

Rajiv Maddisetty

08495070

Whole Time Director

March 01, 2007

3.

Padma Venugopal Maddisetty

02070662

Whole Time Director

July 09, 2019

4.

Satishchandra Balkrishna Ogale

07125244

Independent Director

January 07, 2025

5.

Om Prakash Mishra

09244477

Independent Director

January 07, 2025

6.

Prabhakar Reddy Patil

00377406

Independent Director

February 01, 2025

7.

Rajavendhan Pandidurai

AOEPR5374Q

Chief Financial Officer

October 16, 2024*

8.

Meghana Manchaiah Purshotham

BLSPM3333G

Company Secretary and
Compliance Officer

October 16, 2024*

None of the independent directors are related to the
promoters and/or promoter group.

Declaration by Independent Directors:

The Company has received necessary declarations from
each Independent Director under Section 149(7) of the Act,
that he / she meets the criteria of independence laid down
in Section 149(6) of the Act.

i. Statement regarding opinion of the Board with
regard to integrity, expertise and experience
(including the proficiency) of the independent
directors appointed during the year:

It is hereby declared that in the opinion of the Board,
each Independent Director appointed is a person of
integrity and possesses all the relevant expertise and
experience (including the proficiency).

ii. Registration of Independent Directors in
Independent Directors Databank:

All the Independent Directors of your Company have
been registered and are members of Independent
Directors Databank maintained by the Indian Institute
of Corporate Affairs (IICA).

Changes in the composition of Board of Directors:

There were no changes in the composition of the
Board of Directors of the Company during the financial
year under review.

Retirements and re-appointments at the AGM:

A proposal for re-appointment of Mr. Venugopalrao
Maddisetty, Chairman and Managing Director who retires
by rotation and being eligible, offers himself for re¬
appointment as a Chairman and Managing Director of
the Company shall be placed before the Members of the
Company at the ensuing Annual General Meeting.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In accordance with Section 149 read with Schedule IV
of the Act and Regulation 25 of the Listing Regulations,
the Company has put in place a system to familiarize
the Independent Directors regarding their rights, duties,
roles and responsibilities in the Company, nature of the
industry in which the Company operates, Company's
Strategy, business model and performance updates of
the Company, etc.

The details of familiarization programme for Independent
Directors have been disclosed on the website of the
Company at https://www.pacedigitek.com/investor-
relations/governance.

EVALUATION OF THE PERFORMANCE OF THE
BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS

The Nomination & Remuneration Committee of the
Company, in accordance with the provisions of the
Companies Act, 2013 and the Rules made there under and
the applicable provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, laid down
the criteria for the performance evaluation of the Board,
Committees and every Director including Independent
Directors and the Chairman.

However, The Company was listed on both NSE and BSE
on October 06, 2025. As this is the first financial year
post listing, the performance evaluation for the year has
been carried out on April 22, 2026 in the subsequent
Financial Year.

The Policy on Board of Directors' Evaluation Framework in
compliance with Section 178 can be accessed at https://
www.pacedigitek.com/pdf/Governance/Policies/02-
Policy-for-evaluation-of-performance-of-board.pdf

BOARD AND COMMITTEE MEETINGS HELD
DURING THE YEAR

During the Financial Year 2025-26, Thirteen (15) meetings
of the board were held. The maximum interval between any
two meetings did not exceed 120 days, as prescribed by
the Act. Details of the meetings of the Board along with the
attendance of the Directors therein have been disclosed as
part of the Corporate Governance Report forming part of
this Annual Report.

BOARD COMMITTEE STRUCTURE

During the year under review, with a view to comply with the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and with an
objective to further strengthen the governance standards,
the Board had constituted following Committees:

a) Audit Committee

b) Stakeholder's Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details with respect to the composition, number of
meetings, attendance, powers, roles, terms of reference,
etc. of the aforesaid committees are disclosed in the
"Report on Corporate Governance" which is set out in this
Annual Report as
Annexure 8.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of Section 178 of the Companies
Act, 2015 and the applicable rules made thereunder,
the Board of Directors have framed a Nomination and
Remuneration Policy for selection, appointment and
remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel.

The Policy lays down the criteria for determining
qualifications, positive attributes, independence of a
Director and recommends to the Board a policy relating to
remuneration of Directors, Key Managerial Personnel and
other employees. The Policy also provides for evaluation
of the performance of the Board, its Committees and
individual Directors.

The Company's policy on directors' appointment and
remuneration and other matters provided in section 178(5) of
the Act has been uploaded on the website of the Company.
The same can be accessed at the web-link at https://www.
pacedigitek.com/investor-relations/governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 154(5) of the Act, the board of directors,
to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the
financial year ended March 51, 2026, the applicable

accounting standards have been followed along
with proper explanation relating to material
departures, if any;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company as at March 51, 2026 and of the profit/
loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2015 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on a
going concern basis;

e) the Directors have 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 have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

CORPORATE SOCIAL RESPONSIBILITY ('CSR')

The Company has adopted a CSR Policy in accordance
with the requirement of Section 155 of the Act read
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

During the FY 2026, the Company has spent an amount of
H 29.94 million towards development of government school
projects and the balance H 6.55 million was transferred to a
trust for an ongoing project within the stipulated period of
time as required under the provisions of Section 155 of the
Companies Act, 2015. The details of the CSR initiatives of
the Company is set out in this Annual Report as
Annexure 2.

The details of the CSR Committee and activities can be
accessed at the Company's website at https://www.
pacedigitek.com/investor-relations/governance.

HUMAN RESOURCES/PARTICULARS OF
EMPLOYEES

The disclosures in respect of employees under Section
197(12) of the Companies Act, 2015 read with rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 a statement showing the names of
the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules
forms part of this Report.

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is set out in this Annual
Report as
Annexure 4.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are part of risk management
process addressing financial and financial reporting risks.
They ensure the orderly and efficient conduct of business,
including adherence to Company policies, safeguarding
of its assets, prevention and detection of fraud, error
reporting mechanisms, accuracy and completeness of
the accounting records. They aid in the timely preparation
of financial statements. The Internal Financial Controls
have been documented, digitized and embedded in the
business process.

The details with respect to internal financial controls and
their adequacy are included in the Management Discussion
and Analysis Report, which is a part of this Report.

CORPORATE GOVERNANCE REPORT

Your Company provides utmost importance to the best
governance practices and are designed to act in the
best interest of its stakeholders. The Board of Directors
reaffirm their continued commitment to good corporate
governance practices. The fundamentals of Governance
at the Company includes transparency, accountability,
integrity and Independence.

In terms of Regulation 34(3) read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate
Governance is set out in
Annexure 8 a certificate from
CS. Pramod S, (ICSI Membership No: A36020, COP
13335) confirming compliance is set out in this Annual
Report as
Annexure 9.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not
adopted any Employee Stock Option Scheme/Policy
(ESOP). Accordingly, no stock options were granted, vested,
exercised, or lapsed during the financial year.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Based on the market capitalisation criteria published by the
stock exchanges as on December 31, 2025, the Company
falls within the top 1,000 listed entities. Accordingly, the
provisions relating to the Business Responsibility and
Sustainability Report ("BRSR") are applicable to the
Company for the financial year 2025-26. The BRSR Report
is set out in this Annual Report as
Annexure 5.

RISK MANAGEMENT

Risk management is the process of identification, assessment
and prioritization of risk followed by coordinated efforts to

minimize, monitor and mitigate/ control the profitability
and/ or the impact of unfortunate events or to maximize
the realization of opportunities. Your Company's risk
management process is designed to safeguard the
organization from various risks through adequate and timely
actions. The potential risks are inventoried and integrated
with the management process such that they receive the
necessary consideration during decision making.

The Board has also formulated Risk Management Policy
which identifies elements of risk, if any, which in the opinion
of the Board may threaten the existence of the Company.
A detailed section on Risk Management is provided in the
Management Discussion and Analysis Report forming an
integral part of this Report.

Accordingly, your Company's risk management process
is designed to safeguard the organization from various
risks through adequate and timely actions. The potential
risks are inventoried and integrated with the management
process such that they receive the necessary consideration
during decision making. The Risk Management Policy can
be accessed at the Company's website at https://www.
pacedigitek.com/investor-relations/governance.

VIGIL MECHANISM

Pursuant to provisions of Section 177 of the Companies
Act, 2013 read with Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, your Company has duly established Whistle Blower
Policy as part of vigil mechanism for observing the conduct
of Directors and Employees and report concerns about
unethical behavior, actual or suspected fraud or violation
of the Company's Code of Conduct to the Chairman of
the Audit Committee. This mechanism also provides for
adequate safeguards against victimization of Director(s)/
Employee(s) who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee.

The Whistle blower Policy is available on the website
of the Company at https://www.pacedigitek.com/
pdf/Governance/Policies/03-Whistleblower-vigil-
Mechanism-Policy.pdf.

During the year under review, the Company has not received
any complaints under the said mechanism.

CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under section 134(3) (m) of the Companies Act,

2013 read with rule 8(3) of the Companies (Accounts) Rules,

2014 is set out in this Annual Report as is set out in this
Annual Report as
Annexure 6.

DEBENTURES

During the year under review, the Company has not issued
any Debentures. As on date, the Company does not have
any outstanding Debentures.

DEPOSITORY SYSTEM

The Company's equity shares are tradable only in electronic
form. As on March 31, 2026, 100% of the Company's total
paid up capital representing 43,17,02,654 equity shares are
in dematerialized form.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for
Prevention of Insider Trading (Code') in accordance with
SEBI (Prohibition of Insider Trading) Regulations, 2015 with
a view to regulating trading in securities by the Directors,
Designated Employees and Connected Persons of the
Company. The objective of this Code is to protect the
interest of Shareholders at large, to prevent misuse of
any price sensitive information and to prevent any insider
trading activity by dealing in shares of the Company by its
Directors, Designated Employees, their immediate relatives
and Connected Persons.

The Code requires pre-clearance approval for dealing
with the Company's shares for all transactions by the
Directors and Designated Employees (together called
Designated Persons) and prohibits the purchase or sale
of the Company's securities by Designated Persons while
in possession of Unpublished Price Sensitive Information
(UPSI) in relation to the Company. The Company Secretary
is responsible for the implementation and monitoring of the
Code. The Company also has in place a Code for practices
and procedures for fair disclosure of unpublished price
sensitive information which is available on the website of
the Company at https://www.pacedigitek.com/investor-
relations/governance.

The Company regularly and timely intimates the designated
persons and connected persons for non-trading in the
shares of the Company whenever UPSI is available and also,
the Company takes steps to freeze the PAN of designated
and connected persons at the platform of the NSDL i.e.
the Company's designated Depository Participant for non¬
dealing of shares of the Company whenever the trading
window closes for declaration of financial results.

INSURANCE

Your Company has taken appropriate insurance for all
assets as per general industry practice.

GREEN INITIATIVE

We request all shareholders to support the 'Green Initiative'
of the Ministry of Corporate Affairs and the Company, by
enabling the service of the Annual Report, Annual General
Meeting Notice and other documents through electronically

to your email address registered with your Depository
Participant/ Registrar and Share Transfer Agent.

RELATED PARTY TRANSACTIONS

The Company has complied with the provisions of section
188(1) of the Act dealing with related party transactions. The
information on transactions with related parties 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
is set out in this Annual Report as
Annexure 3.

All related party transactions are placed before the Audit
Committee for review and approval. Prior omnibus approval
is obtained for transactions which are of a repetitive nature
and are in the ordinary course of business and at arm's
length pricing.

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a policy
on Related Party Transactions ('RPT Policy') which can
be accessed on the Company's website https://www.
pacedigitek.com/investor-relations/governance.

AUDITORS

Statutory Auditors:

At the 18th Annual General Meeting of the Company, the
members approved the appointment of S S Kothari Mehta
& Co LLP, Chartered Accountants (ICAI Firm Registration
No. 000756N/N500441), as the Statutory Auditors of the
Company for a term of five consecutive years, to hold office
till the conclusion of the 23rd Annual General Meeting of
the Company, in accordance with the provisions of Section
139 and other applicable provisions of the Companies Act,
2013. The Statutory Auditors have confirmed that they are
not disqualified from continuing as Auditors of the Company
in terms of the provisions of the Companies Act, 2013 and
the rules made thereunder.

The statutory auditor's report does not contain any
qualifications, reservations, or adverse remarks or disclaimer.

Secretarial Auditors:

The Board has appointed CS Pramod S, Practicing Company
Secretary (Membership Number: A36020, CoP Number:
13335, peer review number: 1491/2021), to conduct the
Secretarial Audit of the Company. The Secretarial Audit
Report for the financial year ended March 31, 2026 is set
out in this Annual Report as
Annexure 7.

The Secretarial Auditors report does not contain any
qualifications, reservations, or adverse remarks or disclaimer.

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed CS Pramod S, (ICSI Membership
No: A36020 and COP 13335) Practicing Company Secretary,
Bengaluru, to conduct Secretarial Audit of the Company.

Based on the recommendations of the Audit Committee
and the Board of Directors at its meetings held on May 25,
2026 CS Pramod S, (ICSI Membership No: A36020 and
COP 13335) Practicing Company Secretary, Bengaluru,
is proposed to be appointed as a Secretarial Auditor of
the Company to hold office for a term of 5 (five) years
commencing from the FY 2026-27 to FY 2030-31 subject to
approval of the Shareholders in the ensuing Annual General
Meeting of the Company as required under Regulation 24A
of SEBI (LODR) Regulations, 2015.

Cost Auditors:

The Board has appointed Mr. Kamalakara & Co.,
Cost Accountants, Bengaluru as the Cost Auditors
of the Company.

In terms of Section 148 and other applicable provisions of
the Act, the remuneration payable to the Cost Auditors
shall be ratified by the members of the Company in the
ensuing Annual General Meeting of the Company.

Mr. Kamalakara & Co., Cost Accountants has confirmed
that he is free from disqualification specified under section
141(3) and proviso to Section 148(3) read with section 141(4)
of the Act and that his appointment meets the requirements
of section 141(3)(g) of the Act. He has further confirmed
his independent status and an arm's length relationship
with the Company.

The Cost auditor's report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.

Internal Auditors:

M/s. Sundaran & Srinivasan, Chartered Accountants,
were appointed as Internal Auditors on June 26, 2025
for conducting the internal audit of the Company for the
financial year 2025-26, who have conducted the internal
audit periodically and submitted their reports to the Audit
Committee and the Board.

INSTANCES OF FRAUD REPORTED BY THE
AUDITORS

During the year under review, the statutory auditors have
not reported any instances of frauds committed in the
Company by its Officers or Employees under section
143(12) of the Act to the Central Government or the Audit
Committee of the Company.

MAINTENANCE COST RECORDS

As per Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, as amended, the
Company is required to prepare and maintain cost records
and have the cost records audited by a Cost Accountant
and accordingly, it has prepared and maintained such cost
accounts and records.

APPLICATION UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

The Company has not made any application under the
Insolvency and Bankruptcy Code, 2016 during the Financial
Year 2025-2026.

SECRETARIAL STANDARDS

The Company is in due compliance with all the applicable
secretarial standards issued by the Institute of Company
Secretaries of India.

ANNUAL RETURN

In accordance with the Act, a copy of the annual return in
the prescribed form as on March 31, 2026 is available on
the Company's website at https://www.pacedigitek.com/
investor-relations/governance.

COMPLIANCE WITH OTHER LAWS

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013 (POSH)

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 during the FY 2026.

(a) number of complaints of sexual harassment received
in the year: Nil

(b) number of complaints disposed off during the year: Nil;

(c) number of complaints pending at the end of
the year: Nil;

(d) number of cases pending for more than ninety days: Nil;

MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company
is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women
employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made
in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.

SIGNIFICANT AND MATERIAL ORDERS

The Company has filed an application for adjudication
of penalty under section 454 of the Act for violation of
Section 135 of the Act before the Registrar of Companies,
Bengaluru (the "ROC"). The application is presently pending
before the ROC. The ROC vide its' order dated October 17,
2025 has disposed off the said application on payment of
adjudication fee levied on the Company and its' Directors.

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

The Company has not made any such valuation during the
Financial Year 2025-2026.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and
inclusion (DEI), the Company discloses below the gender
composition of its workforce as on March 31, 2026.

• Male Employees: 1471

• Female Employees: 66

• Transgender Employees: Nil

This disclosure reinforces the Company's efforts to promote
an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.

AWARDS RECEIVED DURING THE YEAR:

During the year, the following awards were received:

1. Best Talent Acquisition Strategy Award

2. Leading HR Transformation Award

CAUTIONARY STATEMENT:

Statements in this Report and the Management Discussion
& Analysis Report describing the Company's objectives,
expectations or forecasts may be forward-looking within
the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.

ACKNOWLEDGMENTS:

The Board of Directors extends its sincere gratitude to the
Company's customers, shareholders, vendors, and bankers
for their continued support during the year. The Board also
places on record its deep appreciation for the dedication
and contribution of employees at all levels. The Company's
consistent growth has been made possible by their hard
work, cooperation, and commitment.

The Directors would like to make a special mention of the
valuable support received from various departments of the
Central and State Governments, the Direct and Indirect
Tax Authorities, the Ministry of Commerce, the Reserve
Bank of India, the Ministry of Corporate Affairs/Registrar
of Companies and other regulatory authorities. The Board
looks forward to their continued support in the Company's
future endeavours.

For and on behalf of the Board of Directors of Pace Digitek Limited

(formerly known as Pace Digitek Private Limited and Pace Digitek Infra Private Limited)

Sd/- Sd/-

Name : Venugopalrao Maddisetty Padma Venugopal Maddisetty

Designation : Chairman & Managing Director Whole-time Director

DIN : 02070491 02070662

Date : May 25, 2026 May 25, 2026

Place : Bengaluru Bengaluru


 
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