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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