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Alldigi Tech Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1253.73 Cr. P/BV 5.00 Book Value (Rs.) 164.70
52 Week High/Low (Rs.) 1084/700 FV/ML 10/1 P/E(X) 15.25
Bookclosure 31/07/2026 EPS (Rs.) 53.96 Div Yield (%) 7.29
Year End :2026-03 

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:

PARTICULARS

Standalone
(financial year ended)

Consolidated
(financial year ended)

31 March
2026

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*

(781)

1,689

(781)

1,689

Profit before tax

8,146

8,988

9,643

11,000

Tax expense (including deferred tax)

764

2,063

1,420

2,670

Profit after tax

7,382

6,925

8,223

8,330

Other comprehensive income (net of tax)

(264)

(182)

69

(70)

Total comprehensive income

7,118

6,743

8,292

8,260

A detailed performance analysis of various business segment operations is provided in the Management Discussion 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 at
https://
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 at
https://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
at
https://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 link
https://
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 at
https://
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 at
https://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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