The Board of Directors (‘Board’) of your Company is pleased to present the (27th)Twenty Seventh Annual Report of Alldigi Tech Limited (“the Company” or “Alldigi”) along with the audited financial statements (Standalone and Consolidated) for the financial year ended 31 March, 2026 (“the year under review” or “the year” or “FY26”) in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
This report covers the financial results during the FY26 and other developments up to the date of approval of this report in the Board meeting held on 7 May, 2026.
1. Financial Performance
The Company’s financial performance (standalone and consolidated) for the financial year ended 31 March, 2026 is summarized below:
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PARTICULARS
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Standalone (financial year ended)
|
Consolidated (financial year ended)
|
|
31 March 2026
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31 March 2025
|
31 March 2026
|
31 March 2025
|
|
Revenue from Operations (a)
|
34,569
|
32,619
|
59,868
|
54,631
|
|
Other Income (b)
|
3,254
|
2,814
|
936
|
1,078
|
|
Total Income (a b)
|
37,823
|
35,433
|
60,804
|
55,709
|
|
Profit before tax and depreciation
|
12,653
|
10,062
|
16,280
|
13,580
|
|
Less: Depreciation and amortization
|
3,726
|
2,763
|
5,856
|
4,269
|
|
Profit before exceptional items and tax
|
8,927
|
7,299
|
10,424
|
9,311
|
|
Less: Exceptional Item*
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(781)
|
1,689
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(781)
|
1,689
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|
Profit before tax
|
8,146
|
8,988
|
9,643
|
11,000
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|
Tax expense (including deferred tax)
|
764
|
2,063
|
1,420
|
2,670
|
|
Profit after tax
|
7,382
|
6,925
|
8,223
|
8,330
|
|
Other comprehensive income (net of tax)
|
(264)
|
(182)
|
69
|
(70)
|
|
Total comprehensive income
|
7,118
|
6,743
|
8,292
|
8,260
|
A detailed performance analysis of various business segment operations is provided in the Management Discussion and Analysis which forms part of this Report.
2. State of Affairs
The Company delivered a resilient performance in FY26, with improvements in both standalone and consolidated operations, supported by higher revenues and stronger operating profitability.
On a standalone basis, revenue from operations increased to INR 34,569 lakhs in FY26 from INR 32,619 lakhs in FY25, reflecting steady growth in the core business. Total income increased to INR 37,823 lakhs, up from INR 35,433 lakhs in the previous year. Operating performance improved, with profit before depreciation and
tax (PBDT) growing to INR 12,653 lakhs from INR 10,062 lakhs, indicating better cost efficiencies and operating leverage.
However, profit before tax (PBT) declined to INR 8,146 lakhs compared to INR 8,988 lakhs in FY25, primarily due to the absence of exceptional gains seen in the previous year (FY25 included a net exceptional gain of INR 1,689 lakhs versus an exceptional loss of INR 781 lakhs in FY26). Despite this, profit after tax (PAT) improved to INR 7,382 lakhs, up from INR 6,925 lakhs, supported by lower tax outgo. Consequently, total comprehensive income increased to INR 7,118 lakhs from INR 6,743 lakhs.
On a consolidated basis, revenue from operations grew to INR 59,868 lakhs in FY26 from INR 54,631 lakhs in FY25, with total income rising to INR 60,804 lakhs from INR 55,709 lakhs. The Company reported strong operating improvement, with PBDT increasing to INR 16,280 lakhs from INR 13,580 lakhs.
At the profitability level, PBT declined to INR 9,643 lakhs in FY26 from INR 11,000 lakhs in FY25, again impacted by the reversal of exceptional items. However, PAT remained broadly stable at INR 8,223 lakhs (FY25: INR 8,330 lakhs), demonstrating underlying earnings resilience.
The Company’s total comprehensive income stood at INR 8,292 lakhs, marginally higher than INR 8,260 lakhs in FY25, reflecting overall stability in consolidated financial performance.
Overall, FY26 reflects healthy revenue growth and improved operating performance, with variations in reported profitability largely driven by exceptional items, while underlying earnings remained stable across both standalone and consolidated levels.
There are no material changes and commitments affecting the Company’s financial position, which have occurred between the end of the financial year 2025-26 and the date of this Report, nor any material change in the nature of business of the Company or its subsidiaries.
Segment Changes: With effect from Q1FY26, the nomenclature of business segments has been changed to align with group-level reporting structure. Further, ‘HRO Statutory Compliance’ has been reclassified under BPM, given its closer alignment with BPM operations than with the Tech and Digital segment.
The revised nomenclature aligns the Company’s segment reporting with that of its holding company, Digitide Solutions Limited, ensuring unified reporting and governance. It also reflects industry-standard terminology and the Company’s evolution towards AI-enabled, technology-driven offerings, thereby enhancing clarity for analysts, investors, and clients.
. Reserves
The Company has not transferred any amount to the general reserves during the year under review.
4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), all unpaid/ unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (‘IEPF’ or ‘Fund’), after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. Further, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
The Company has initiated the process for transferring unclaimed dividends pertaining to the Interim Dividend declared for FY2018-19 (declared on May 23, 2019) to the Investor Education and Protection Fund (IEPF). Individual notices have been issued and newspaper advertisements published, inviting shareholders who have not claimed their dividends for seven consecutive years or more to take the necessary action. Subsequently, the Unclaimed Dividend pertaining to financial year 2017-18 along with the corresponding shares in respect on which dividend remained unclaimed for seven consecutive years or more were transferred to IEPF Authority by the Company during the year, following all requisite statutory formalities.
The shareholders whose shares or unclaimed dividends have been transferred to the IEPF, may claim a refund from the IEPF Authority in accordance with the IEPF Rules. Prior to filing such application, shareholders may request the Company to issue an entitlement letter upon submission of requisite documents. The details of other unclaimed dividends that are due to be transferred to IEPF in coming years are provided in the report on Corporate Governance.
The Company has appointed a Nodal Officer under the provisions of the IEPF Rules, the details of which are available on the website athttps:// www.alldigitech.com/investor-relations/
Details of shares/shareholders in respect of which dividend has not been claimed along with the details of shareholders whose unclaimed dividend amount and shares have been transferred to IEPF, are provided
on website of the Company athttps://www. alldigitech.com/investor-information/. The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.
5. Dividend
In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company had adopted the Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders. These parameters include Company’s distributable profits, utilization and future plans, capital expenditure and such other factors as may be considered by the Board for optimum dividend payouts. The Dividend Distribution Policy is available on the Company’s website athttps://www.alldigitech. com/wp-content/uploads/2025/07/Dividend- Distribution-Policy-Allsec-V1.pdf
In line with the Company’s practice of returning substantial free cash flow to shareholders and based on its performance during the year, two interim dividends of Rs. 30/- per equity share of face value Rs. 10/- each were declared by the Board on July 30, 2025 and January 27, 2026, respectively, and paid to the equity shareholders, aggregating to Rs. 4,571.50 lakhs each.
6. Share Capital
During the year under review, there has been no change in the authorized share capital or paid- up capital of the Company. The paid-up Equity Share Capital of the Company as at 31 March, 2026 stood at Rs. 15,23,83,260/- consisting of 1,52,38,326 equity shares of Rs. 10/- each with no change during the year.
During the year, the Company has not issued any preference shares, debentures, bonds, sweat equity shares, commercial papers, shares with differential rights, or non-convertible securities, nor has it undertaken any buyback of equity shares.
7. Subsidiaries and Associate Companies
As on 31 March, 2026, your Company has two wholly-owned subsidiaries namely Alldigi Tech Inc., USA and Alldigi Tech Manila, Inc., Philippines. During the year under review, there has been no change in the status of subsidiary companies and no other entities have been added or ceased to be the subsidiary/ joint venture/ associate of the Company.
Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries of the Company (in Form AOC - 1) is attached to the financial statements of the Company.
In terms of Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of the subsidiaries are included in the Consolidated Financial Statements.
Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with audited financial statements of the subsidiaries, are available on the Company’s official website athttps://www.alldigitech.com/investor- relations-annual-report/
The Company has a policy for determining the materiality of subsidiaries and the same is uploaded on the Company’s website which can be accessed using the following link:https:// www.alldigitech.com/investor-information/. As stated above, both the subsidiaries i.e. Alldigi Tech Inc. and Alldigi Tech Manila, Inc., continue to be material subsidiaries of the Company within the meaning of Regulation 16(c) of the Listing Regulations.
8. Directors and Key Managerial Personnel (KMPs)
As on 31 March, 2026, the Board comprises of seven directors out of which three (3) Non¬ executive Non-Independent Directors and four (4) Non-Executive Independent Directors, including two (2) Women Directors, one of whom is an Independent Director. The Company has a Non-Executive Chairman and accordingly as per requirement, the number of Independent Directors is not less than half of the total number of Directors on the Board of the Company. A detailed update on the composition of the Board and its Committees has been given in the Report of Corporate Governance forming part of this Report. The composition of the Board is in accordance with Section 149 of the Act read with Regulation 17 of the Listing Regulations and such other applicable provisions and regulations.
a. Director retiring by rotation
In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder,
Ms. Ruchi Ahluwalia (DIN: 10273851), Non¬ Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended her re-appointment at the AGM. A resolution seeking shareholders’ approval for her re-appointment forms part of the AGM Notice.
b. Appointment and Resignation of Directors
During the year under review, the following appointments and resignations were affected including changes as on the date of this report:
Mr. Guruprasad Srinivasan and Mr. Kamal Pal Hoda resigned from the office of Directorship with effect from 14 May, 2025.
Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Gurmeet Singh Chahal and Ms. Ruchi Ahluwalia as the Additional Directors (Non-Executive Director) of the Company and Mr. Sunil Ramakant Bhumralkar as the Additional Director (Non-Executive Independent Director) of the Company effective 14 May, 2025. Their appointments were duly approved by the shareholders at the AGM held on 8 August, 2025. Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable Listing Regulations, Mr. Sunil Ramakant Bhumralkar was appointed as Non-Executive, Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from 14 May, 2025 to 13 May, 2030.
None of the Directors of the Company is disqualified from being appointed as Directors in terms of Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
A brief profile for each Director, detailing their expertise and experience, is available on the Company’s website (www.alldigitech.com) at https://www.alldigitech.com/investor-relations/
c. Appointment and Resignation of Key Managerial Personnel
During the year under review, Ms. Shivani Sharma was appointed as the Company Secretary and Compliance Officer (designated as Key Managerial Personnel) with effect from
14 May, 2025 and Mr. Natarajan Laxsmanan was appointed as Chief Executive Officer (designated as Key Managerial Personnel) with effect from 18 March, 2026 consequent upon superannuation of Mr. Naozer Dalal, our previous Chief Executive Officer effective from the closure of business hours on 31 December, 2025.
Pursuant to the provisions of Section 203 of the Act, Mr. Natarajan Laxsmanan, Chief Executive Officer, Mr. Avinash Jain, Chief Financial Officer and Ms. Shivani Sharma, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on 31 March, 2026.
d. Meetings of the Board and Committees of the Board
During the year under review, the Board of your Company met five (5) times. A detailed update on the Board and its Committees’ composition, terms of reference and the number of meetings held during the year have been given in the Report of Corporate Governance forming part of this Report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.
e. Board Diversity and Policy on Nomination and Remuneration
The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, geography, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development.
The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise, experience and such other criteria as formulated under the Nomination and Remuneration Policy of the Company. A diverse Board will leverage differences in thought, perspective, knowledge and industry experience and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, global business, leadership, technology, mergers & acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk and cybersecurity and other domains, to help us retain our competitive strength.
In terms of the requirement of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of Directors has adopted Policy on Board Diversity and Policy on Nomination and Remuneration. The policy on Board Diversity has been placed on the Company’s website at:https://www.alldigitech. com/wp-content/uploads/2025/07/Policy-on- Board-Diversity.pdf. Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company’s website at:https://www.alldigitech. com/wp-content/uploads/2025/07/Policy- on-Nomination-and-Remuneration-1.pdf. The policy was last amended on May 14, 2025.
Further, additional details on Board diversity and skills are set out in the Board Skills Matrix of the Corporate Governance Report.
f. Board Evaluation
Pursuant to Section 134 (3) and 178 of the Act, the applicable Companies (Accounts) Rules, 2014 and Listing Regulations, annual performance evaluation was conducted by way of a detailed and structured questionnaire formulated based on various performance parameters and evaluation matrix. Evaluation was carried out separately for the Board as a whole, its Committees, Individual Directors (including Independent Directors) and the Chairman. In a separate meeting of the Independent Directors held in compliance with the requirements of Regulation 25(7) of the Listing Regulations on 12 March, 2026, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, considering the views of the Non-Executive Directors.
The Nomination and Remuneration Committee also reviewed the performance evaluation and its outcome. The Board subsequently reviewed the outcome of the Board evaluation process. The Board also assessed the fulfillment of the independence criteria as specified in the Listing Regulations, by the Independent Directors of
the Company and their independence from the management.
g. Declaration of Independence
Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.
The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs and that they are not debarred from holding the office of director under any SEBI order or any other such authority.
The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.
h. Familiarization Programme
Familiarization Programme for Independent Directors was conducted on 12 March, 2026 with a view to update them on the policies and procedures of the Company, overall business and industry structure, internal and external factors etc. Periodic presentations are also made at the Board Meetings on business and performance, long term strategy initiatives and risks involved to familiarize the Independent Directors of the same. The details about the familiarization programme adopted by the Company have been posted on the website of the Company under the web linkhttps:// www.alldigitech.com/investor-information/
The Company will continue to conduct such programmes on a periodic basis to update the Directors on significant developments in the regulatory and business landscape.
9. Audit & Auditorsa. Statutory Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.:008072S) were re-appointed as Statutory Auditors of the Company by the shareholders at the 25th AGM held on 2 August, 2024, to hold office up to the conclusion of the 30th AGM pursuant to the provisions of Section 139 of the Act and the rules framed thereunder. The Statutory Auditors have confirmed that they are not disqualified to continue as the Statutory Auditors and are eligible to hold office as the Statutory Auditors of your Company.
The report provided by the Statutory Auditor on the financial statements of your Company forms part of the Annual Report. The Statutory Auditors have issued an unqualified / unmodified audit report on the annual accounts of your Company for the financial year ended 31 March, 2026.
Further, during the year under review, the Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.
b. Internal Auditors
M/s. Grant Thornton Bharat LLP were appointed as the Internal Auditors of the Company for the financial year 2025-26 by the Board upon recommendation of the Audit Committee at its meeting held on 14 May, 2025.
Internal Auditors conduct audit assessment based on the detailed internal audit plan which is finalised each year in consultation with the Audit Committee. Internal Auditors provide a report to the Audit Committee and present all major observations to the Audit Committee on quarterly basis.
c. Secretarial Auditors
In terms of Regulation 24A of the Listing Regulations, as amended, and Section 204 of the Act and rules made thereunder, the Board of Directors, based on the recommendation of the Audit Committee, recommended appointment of M/s. SPNP & Associates (Firm registration number: FR/Chennai Central/102/2020), Practicing Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a term
of five (5) consecutive years commencing from Financial Year 2025-26 until the Financial Year ending March 31, 2030. The said appointment was approved by the members at the AGM held on 8 August, 2025.
M/s. SPNP & Associates conducted Secretarial Audit pursuant to the provisions of Section 204 of the Act and submitted the Secretarial Audit Report for the financial year ended 31 March, 2026. The report does not contain any qualification or adverse remark for the year under review and is annexed to this report as Annexure A.
The Secretarial Auditors have confirmed that they are not disqualified to continue as the Secretarial Auditors and eligible to hold office as the Secretarial Auditors of the Company.
During the year under review, the Secretarial Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.
Further, as per the amended Regulation 24A of the Listing Regulations, the Secretarial Compliance Report of the Company for the financial year ended 31 March, 2026 is annexed as Annexure - B.
d. Cost Auditors
Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable on the Company and accordingly, such accounts and records are not maintained.
10. Risk Management
Risk Management forms an essential pillar of the Company’s governance and business framework. In order to bring greater focus and accountability to this function, the Board has constituted a dedicated Risk Management Committee, entrusted with management supervision on aspects related to risk management and mitigation. The Committee’s mandate encompasses the determination of the Company’s risk framework, classification of risk categories, formulation of action plans, establishment of risk tolerance thresholds, and development of comprehensive risk mitigation strategies covering risk identification, quantification, and evaluation.
The Risk Management Policy, duly approved by the Board of Directors, is available on the Company’s official website and may be accessed at https://www.alldigitech.com/investor-
information/.
A detailed analysis of the risks posed by the Company, along with the strategies adopted to address them, has been comprehensively set out in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.
11. Internal Financial Control and their Adequacy
The Company has established a robust framework for internal financial controls with adequate safeguards, procedures and policies to ensure orderly and efficient conduct of business, adherence to Company’s policies and safeguarding of its assets. The Board has adopted adequate policies and procedures for prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
Moreover, Internal Audit is conducted by an independent agency whose primary scope covers testing and reviewing controls, appraisal of risks and evaluation of business processes. To maintain independence, the Internal Auditor reports directly to the Chairman of the Audit Committee. The Internal Auditor diligently monitors and evaluates the efficiency of the company’s Internal Control System, ensuring adherence to applicable laws and accounting policies. Management meticulously reviews audit reports and implements corrective actions to bolster controls. Summaries of periodic audit findings are presented to the Audit Committee.
During the year under review, controls were assessed and no reportable material weaknesses in the design or operation were observed. The Company has a strong ERP system and other supporting IT platforms that serve as key elements of its internal control framework. Continuous technological advancements are leveraged to further reinforce and enhance the internal controls. Accordingly, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY26. A full assessment of
their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.
12. Related Party Transactions
All related party transactions entered during the year were on an arm’s length basis and in the ordinary course of business. Requisite omnibus approvals have been obtained from the Audit Committee, in compliance with Listing Regulations, for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. The Company has adopted a policy for dealing with related party transactions and the same is made available on the Company’s website athttps:// www.alldigitech.com/investor-information/.
Related Party Transactions entered with wholly owned subsidiaries of the Company are generally exempted under Section 188 of the Act. Apart from this, there were no materially significant related party transactions entered by the Company during the year under review, that required shareholders’ approval under Regulation 23 of the Listing Regulations.
The Audit Committee reviews all transactions entered by the Company pursuant to the omnibus approvals granted on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed half¬ yearly reports on related party transactions with the Stock Exchange(s).
Information on transactions with related parties, if any, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC- 2 and the same forms part of this report as Annexure C. Details pertaining to the related party transactions entered during the year under review are also provided in the notes to the Financial Statements, forming part of this Report. None of the Directors of the Company have any pecuniary relationship or transactions with the Company, other than disclosed in the Corporate Governance Report, forming part of this report.
13. Criteria for making payments to Non-Executive Directors
The criteria for making payment to Non-Executive Directors is given in the Policy on Nomination and
Remuneration, which is available on the website of the Company athttps://www.alldigitech. com/wp-content/uploads/2025/06/Policy-on- Nomination-and-Remuneration.pdf
14. Vigil Mechanism / Whistle Blower Policy
In compliance with Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformity with the above laws, to report concerns about unethical behaviour, violations of system, actual or suspected fraud or grave misconduct by the employees. The details of the Policy have been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the website of the Company at:https://www.alldigitech.com/ investor-information/.
No member has been denied access to Vigil Mechanism, and no complaints were received during the year through Vigil Mechanism involving financial fraud or financial
irregularities involving Company/ its assets.
15. Sustainability:a. Conservation of energy, technology absorption,
foreign exchange earnings and outgo
The Company, being in the service industry, requires minimal energy consumption, and every endeavour is made to ensure optimal use of energy, avoid wastage and conserve energy as far as possible.
The Company is a pioneer in technology and has used information technology extensively in its operations. The Company has an in-house information technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company. Through digitization, automation, and centralized data systems, we have been able to significantly reduce our reliance on paper and improve energy monitoring across facilities.
The details of the earnings and expenditure in foreign currency are given below:
• Expenditure in foreign currency: INR 718.82 Lakhs
• Earnings in foreign currency: INR 13,940.97 Lakhs
b. Corporate Social Responsibility
In compliance with the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the CSR Committee, which monitors and oversees various CSR initiatives and activities of the Company that are aligned to the requirements of Section 135 of the Act. The CSR initiatives of the Company are primarily carried out through the Quess Foundation.
During the past fiscal year, the Company prioritized its CSR initiatives in the following key areas:
• Digital Learning Program: The Company supported Quess Foundation’s flagship School Enhancement Program across 42 government schools, reaching 8,762 children and 165 teachers through 5,809 sessions during the year. Students from Classes 1 to 10 participated in interactive sessions covering basic computer operations, internet navigation, productivity tools, online safety, and responsible digital citizenship, supported by a doubling of practical classes. The initiative also extended digital literacy training to teachers and Anganwadi facilitators, and provided furniture support to 35 schools. Pre and post-test assessments across 3,366 higher-primary students demonstrated substantial learning outcomes — the proportion of students scoring Grade A increased from 6.1% to 48%, while those in the lowest performance category (Grade D) declined sharply from 59.6% to 8.0%.
• Early Childhood Learning Program (ECLP):
Implemented across 28 anganwadis, the ECLP reached 893 children, 439 parents, and 28 anganwadi teachers and workers each through 1,139 sessions, focusing on the developmental needs of children aged 3-6 years. The program delivered early literacy and numeracy through storytelling, songs, games, and workbook activities; built capacity of Anganwadi teachers through co-teaching and workshops; and engaged parents and Bala Vikas Samidhi committee members through structured monthly sessions. The initiative was complemented by health check-ups, psychosocial support, toy libraries set up in 10 Anganwadi centres for take-home learning, and basic sanitation and infrastructure refurbishment across all centres,
collectively creating safe, stimulating, and joyful environments to lay strong foundations for lifelong learning.
The contribution of the Company towards its CSR activities during the financial year 2025-26 was INR 89 Lakhs, which has been fully utilized and spent on the approved CSR projects. CSR spending is guided by the vision of creating long-term benefits for the Community.
The CSR policy and Annual Action Plan is available on the Company’s website at:https:// www.alldigitech.com/investor-information/. The Policy is formulated to meet the CSR objectives set by the Company as well as the applicable statutory requirements notified by the Ministry of Corporate Affairs through the Companies Act, 2013, and the rules and/ regulations framed thereunder. There has been no change in the policy during the year. The annual report on CSR activities is annexed as Annexure D of this report.
c. Business Responsibility and Sustainability Report
As stipulated under Regulation 34(2)(f) of the Listing Regulations, the Company’s report on Business Responsibility and Sustainability describing the initiatives taken by the Company from environmental, social and governance perspectives forms a part of this Report as Annexure - F.
d. Environment, Health & Safety
The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
16. Public Deposits
Your Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on 31 March, 2026.
17. Debentures:
As on 31 March, 2026, the Company does not have any debentures.
18. Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. The Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.
To comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The said policy has been uploaded onto the internal portal of the Company for information of all employees.
During the year, the Company conducted awareness and sensitization sessions on prevention of sexual harassment at workplace for its employees and others at various locations.
An Internal Complaints Committee (ICC) has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of complaints received during the year under review are detailed below:
(a) number of complaints of sexual harassment received in the year: Two
(b) number of complaints disposed off during the year: Two
(c) number of cases pending for more than ninety days: NIL
(d) number of cases pending at the end of financial year: NIL
19. Quality & Information Security
The Company has a robust Quality Management (QMS), Information Security Management system (ISMS) and Data Privacy framework (PIMS) in place to identify the potential risks, areas of improvement and further to ensure smooth business operations and ongoing compliance with contractual & regulatory requirements.
During the year, your Company continued to strengthen its compliance posture across global operations. Key certifications including ISO 9001:2015 (QMS) and ISO 27001:2022 (ISMS) have been completed in February 2026 across all facilities in Chennai, Bengaluru, Noida, and Manila cities. PCI DSS certifications for our BPM business in facilities in Chennai, Bengaluru, Noida & Manila are due to be renewed in October 2026 as a part of consolidation activity. We have also renewed our HIPAA certifications for facilities in Chennai BPM programs in the month of April 2026 which is ongoing and HIPAA for Manila facilities is due by October 2026 for three centres as per the schedule. HIPAA certification is a compliance requirement for programs that deal with US residents’ health information.
Our Tech & Digital/HRO payroll business underwent SOC 1, Type II audits under SSAE 18/ ISAE 3402 frameworks four times during the year to fulfill various clients-specific requirements. In addition, we are planning to seek SOC 2 Type 2 Certification by December 2026.
We continued to maintain strong adherence to global data protection regulations, including the GDPR (EU), the Philippines Data Privacy Act, and the California Consumer Privacy Act (CCPA). Our GDPR framework, established seven years ago, has been progressively strengthened with enhanced controls aligned to regulatory updates and business needs. Compliance efforts also continued across applicable client programs under the Philippines Data Privacy Act and CCPA. In preparation for India’s upcoming Digital Personal Data Protection Act, 2023 (DPDPA), which aims to safeguard digital personal data of Indian citizens, we have proactively reviewed the Act’s requirements and its draft rules published in January 2025 and thereafter the final rules notified in November 2025. We are currently working on the DPDP documents and the required controls to ensure the implementation is completed by May 2027, which is the deadline.
20. Annual Return
In terms of Section 92(3) read with Section 134(3) (a) of the Act and Rule 12 of the Companies (Management and Administration) Rules. 2014, the annual return as on 31 March, 2026 is available on the Company’s website at -https:// www.alldigitech.com/investor-information/.
21. Particulars of Loans, Guarantees or Investments
Pursuant to Section 186 of the Act and Schedule V to the Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the Notes to financial statements.
22. Management Discussion & Analysis
The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided as a separate section and forms part of this Report.
23. Particulars of Employees
The Company is required to give disclosures relating to remuneration under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as Annexure - E and forms an integral part of this Report.
The statement containing the top 10 employees on roll and particulars of employees employed throughout the year whose remuneration is more than Rs.102 lakhs or more per annum and employees employed part-time and in receipt of remuneration of Rs. 8.5 lakhs or more per month as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the members of the Company in line with the provision of Section 136 of the Act. Members interested in obtaining these particulars may write to the corporate secretarial department at the registered office of the Company. The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing AGM during business hours on working days.
24. Corporate Governance
A detailed Report on Corporate Governance and the Auditor’s Certificate regarding compliance of conditions of Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Report.
25. Code of Conduct
The Company has laid down a Code of Conduct for the Directors and senior management of the
Company. As prescribed under Regulation 17 of the SEBI Listing Regulations, a declaration signed by the CEO affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2025-26 forms part of the Report on Corporate Governance.
26. Directors’ Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors hereby give Directors Responsibility Statement stating that:
a) in the preparation of the accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;
b) the accounting policies have been selected and applied consistently, and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year under review;
c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) annual accounts have been prepared for the Company on a ‘going concern’ basis;
e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) proper systems have been devised to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.
The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.
27. Board policies
The details of the policies approved and adopted by the Board as required under the Act and the Securities and Exchange Board of India (SEBI) Listing Regulations are provided in the report on Corporate Governance which forms an integral part of this Annual Report.
28. Secretarial Standards
In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards as specified by the Institute of Company Secretaries of India and approved by the Central Government
29. General Disclosures:
i) Disclosure as per Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2011
There are no Employees Stock Option Plan or Employees Stock Purchase Scheme that are currently in place.
ii) Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future - Nil
iii) Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable
iv) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year -
Not Applicable
v) Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report - None
vi) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act) - Not Applicable
vii) Statement by the Company with respect to the compliance to the provisions relating to the Maternity Benefit Act, 1961: The Company has complied with the provisions of the Maternity Benefit Act, 1961, and has policies, systems and processes in place to ensure ongoing compliance.
30. Investor Services
Your Company will constantly endeavor to give the best possible services to its investors.
The investor information section ofthe Company’s website (https://www.alldigitech.com/), furnishes important financial details and other data of frequent reference by the investors as per Regulation 46 of the Listing Regulations. The Company also has a Stakeholders’ Relationship Committee to address shareholders’ grievances, if any and resolve them as and when they are reported. The Company has provided an exclusive email id:investorcontact@alldigitech. comfor the investors to facilitate the redressal of their queries and complaints.
The Company has appointed M/s. KFIN Technologies Limited as Registrars & Share Transfer Agents for attending to issues relating to physical shares and routine services requests.
Shareholders can also address any unresolved issues or information requests by postal mail to - Company Secretary, Alldigi Tech Limited, 46C, Velachery Main Road, Velachery, Chennai 600042.
The Company has sent reminders to update their KYC information so that the Company can provide better services at all times. SEBI, vide its Master Circular dated 6th February 2026, has mandated that holders of physical securities furnish PAN, nomination details, and KYC details (including contact details, bank account particulars, specimen signature, and postal address with PIN code) in the prescribed
forms. Members holding shares in demat mode are requested to update the aforesaid details with your Depository Participants. Further, we request you to convert your physical shares into Demat mode as per the SEBI’s guidelines for mandatorily dematerialization of physical shares held by an Investor.
31. Acknowledgement
The Board extends its sincere gratitude to its shareholders, customers, vendors, bankers, regulators, and government authorities and all other business associates who form part of the Alldigi family for their continued support and cooperation throughout the year. The Board also places on record its deep appreciation for the dedicated efforts and commitment of the Company’s employees, whose contributions have been pivotal in delivering a clear strategy implementation and way forward.
For and on behalf of the Board of Directors of
Alldigi Tech Limited (Formerly known as Allsec Technologies Limited)
Ajit Abraham Isaac
Chairman DIN: 00087168
Bengaluru
May 7, 2026
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