Allied Digital Services Ltd Directors Report

To

The Members of,

Allied Digital Services Limited

Your Directors are pleased to present the Thirty-Second (32 nd ) Annual Report together with the Standalone and

Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2026.

1. OVERVIEW OF FINANCIAL PERFORMANCE

During the year under review, the Company registered a profit before tax of (487) lakhs for the year ended March 31, 2026, on a standalone basis. A summary of the financial performance of the Company on a Standalone and Consolidated basis for the financial year ended March 31, 2026, is given below: In Lakhs (Except EPS)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Operating Income	38,782	36,615	96,791	80,707
Other Income	1,468	3,843	2,041	4,460
Total Income	40,250	40,458	98,832	85,167
Less: Operating Expenditure	38,442	35,052	91,171	75,298
Profit before Interest, Depreciation, Amortization, Tax	1,808	5,406	7,661	9,869
& Exceptional Item
Less: Finance cost	1,026	635	1,178	829
Less: Depreciation	1,140	1,800	1,993	2,964
Profit before Tax and Exceptional Item	(358)	2,972	4,488	6,077
Exceptional Item	(130)	0	(130)	-
Profit before Tax	(487)	2,972	4,358	6,077
Less: Current Tax	1,711	1,368	2,922	2302
Less: Deferred Tax Liability	(2,117)	531	(2,117)	549
Net Profit/(Loss) after tax from continuing operations	(81)	1073	3,553	3,226
Profit/(Loss) before tax from discontinued operations	0	0	0	0
Tax Expense on discontinued operations	0	0	0	0
Net Profit/(Loss) after tax from discontinued operations	0	0	0	0
Profit/(Loss) for the period	(81)	1073	3,553	3,226
Other Comprehensive Income	(40)	(109)	(108)	(111)
Shares of Profit/(Loss) of Associates & Joint Ventures	0	0	(1)	(15)
Total Comprehensive Income (after tax)	(121)	964	3,444	3,100

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. FINANCIAL HIGHLIGHTS a. Companys Performance

On a Standalone basis, the Company achieved total revenue of 40,250 lakhs during the financial year under review compared to 40,458 lakhs in the previous financial year. The net operating revenue was higher from 36,615 lakhs to 38,782 lakhs.

On a Consolidated basis, the Company achieved total revenue of 98,832 lakhs during the financial year under review compared to 85,167 lakhs in the previous financial year. The net operating revenue was higher from 80,707 lakhs to 96,791 lakhs.

The outlook for the financial year 2026-27 remains positive with continued growth prospects of IT industry in terms of underlying demand. With a clear focus on innovation and customer satisfaction, the Company is well-positioned to achieve its plans and will remain a major player in its business segment. The Company also foresees a significant demand

There was no change in the nature of the business of the Company during the financial year under review.

b. Subsidiary Companies

Pursuant to the provisions of Sections 129 and 133 of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the Listing Regulations, the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of its subsidiaries and associates with its financial statements in accordance with the applicable provisions of Indian Accounting Standards (Ind-AS). The Consolidated Audited Financial Statements along with the Independent Auditors Report thereon, are annexed and forms part of this Annual Report. The summarized Consolidated financial position is provided in point no. 2(a) above.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

4. SHARE CAPITAL OF THE COMPANY

Authorized Share Capital

During the year under review, there was no change in the Authorized Share Capital of the Company. As at March 31, 2026 the Authorized Share Capital of the Company stood at 50,00,00,000/- (Rupees Fifty Crores only) divided into 10,00,00,000 (Ten Crores Only) equity shares of 5/- (Rupees Five only) each.

Issued, Subscribed and Paid-Up Share Capital

The Paid-up Share Capital of the Company as at March 31, 2026, stood at 282,570,640/- (Rupees Twenty-Eight Crore Twenty-Five Lakh Seventy Thousand Six Hundred and Forty only) divided into 5,65,14,128 (Five Crore Sixty-Five Lakh Fourteen Thousand One Hundred Twenty-Eight Only) equity shares of 5/- (Rupees Five only) each.

During the year under review 1,31,875 equity shares were allotted to employees upon exercise of options under ADSL - Employees Stock Option Plan 2020.

5. TRANSFER TO RESERVES

During the year under review, a sum of 37 Lakh was transferred to the General Reserve.

6. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES, AND JOINT VENTURES AND THEIR growth fromitsITbusiness. CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

As on March 31, 2026, the Company has 11 subsidiaries and there has been no material change in the nature of the business of these subsidiaries. There are 2 associate companies and 1 associate of the subsidiary company and no joint venture company within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in e-form No. AOC-1 is given as Annexure I to the financial statements of the Company forming part of this Annual Report.

No companies have become or ceased to be Subsidiaries, joint ventures or associate companies during the year . under review.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the consolidated financial statements along with documents in respect of subsidiaries, are available on the Companys website at https://www.allieddigital. net/in/audited-financial-statements-of-subsidiaries-companies/

7. DIVIDEND & DIVIDEND POLICY

Your Board has recommended a dividend of 1.50/- per share (previous financial year 1.50/ per share) of 5/ each, being 30% (previous financial year 30%) on the equity share capital for the financial year 31, 2026. This would absorb a total cash outflow of 847.71 lakhs. The dividend, if approved, will be paid to those members whose names shall appear in the Register of Members/List of Beneficial Owners as on August 28, 2026. Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has formulated the Dividend Distribution Policy.

The policy can be accessed on the Companys website at https://www.allieddigital.net/in/policies/

8. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 in accordance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act is available on the Companys website at: https://www.allieddigital.net/in/annual-return-provided-under-section-92-of-the-companies-act-2013-and-the-rules-made-there-under/.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

a) Composition

As on March 31, 2026, the Board comprises of ten Directors of which five are Non-Executive Independent Directors (including one Women Director). The Board has an optimum combination of Executive Directors and Non-Executive Directors, which is in compliance with the requirements of the Act and the SEBI Listing Regulations, and is also aligned with the best practice on corporate governance.

b) Re-appointments at the last AGM

The Shareholders, at the Thirty First AGM of the Company held on September 10, 2025, approved the re-appointment of Mrs. Tejal Shah as a Director of the Company, upon retirement by rotation and re-appointment of Mr. Milind Kamat as an Independent Director of the Company, for the second term of 5 years up to June 10, 2030, Mrs. Swanubhuti Jain as an Independent Director of the Company, for the second term of 5 years upto March 31, 2031, Mr. Narsimha rao Mannepalli as an Independent

Director of the Company, for the first term of 5 years upto July 14, 2030, Mr. Nitin Shah as Managing Director of the Company, for the further period of 5 years upto March 31, 2031, Mrs. Tejal Shah as Executive Director of the Company, for the further period of 5 years upto May 24, 2031 and Mr. Rohan Shah as Executive Director of the Company, for the period of five years upto July 14, 2030.

c) Retirement by rotation

In accordance with the provisions of Section 152(6) of Act read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Nehal Shah (DIN: 02766841), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends his reappointment to the Members of the Company.

d) Proposed Appointment and Reappointment of Directors

I. Details of the proposed appointments and reappointments made as on the date of this report are as follows:

Upon the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company, subject to the approval of members at the ensuing Annual General Meeting (AGM) appointed: i. Mr. Shakti Kumar Leekha (DIN: 03246804), Independent Director of the Company, was appointed by the Members for a term of 5 (five) years from January 20, 2022, to January 19, 2027.

The Board, upon recommendations of the NRC, has approved his re-appointment, for the second term of 5 years from January 20, 2027 upto January 19, 2032, subject to approval of the Members at the ensuing AGM of the Company.

ii. Mr. Anup Kumar Mahapatra (DIN: 08985605), Independent Director of the Company, was appointed by the Members for a term of 5 (five) consecutive years from May 18, 2022 upto May 17, 2027, subject to approval of the Members at the ensuing AGM of the Company.

The Board, upon recommendations of the NRC, has approved re-appointment, for the second term of 5 years from May 18, 2027 upto May 17, 2032, subject to approval of the Members at the ensuing AGM of the Company.

iii. Mr. Sunil Bhatt (DIN: 09243963), Executive Director of the Company, was appointed by the Members for a term of 5 (five) years from May 18, 2022 upto May 17, 2027, subject to approval of the Members at the ensuing AGM of the Company.

The Board, upon recommendations of the NRC, has approved re-appointment, for the further period of 5 years from May 18, 2027 upto May 17, 2032, subject to approval of the Members at the ensuing AGM of the Company.

iv. Mr. Nehal Shah (DIN: 02766841), Whole-Time Director of the Company, was appointed by the Members for a term of 5 (five) 29, 2029, subject to approval of the Members at the ensuing AGM of the Company.

The Board, upon recommendations of the NRC, has approved elevation and appointment of Mr. Nehal Shah (DIN: 02766841), as Joint Managing Director of the Company for a period of July 01, 2026 until June 30, 2031, subject to approval of the Members at the ensuing AGM of the Company.

e) Declaration from Independent Directors:

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Shakti Kumar Leekha, Mr. Anup Kumar Mahapatra, Mr. Milind Kamat, Mrs. Swanubhuti Jain and Mr. Narsimha Rao Mannepalli are the Independent Directors of the Company as on the date of this Report.

In terms of the SEBI 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. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmedthat they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all the Independent Directors on the Board.

Further, in terms of Section 150 of the Act read with

Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

f) Annual Performance and Board Evaluation:

The Board has devised a policy pursuant to the provisions of the Act and the SEBI Listing Regulations for performance evaluation of the Chairman, Board, Individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Nomination and Remuneration Committee of the Company has specifiedthe manner of effective evaluation of the performance of the Board, its committees and individual directors of the Company and has authorized the Board to carry out their evaluation based on the manner specified by the Committee. The performance of the Chairman, each of the Directors and Committees was evaluated by the Board, based on the report on evaluation received from the Board Members. The reports on performance evaluation of the individual directors were reviewed by the Board.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board and Committee meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspective or inputs regarding future growth of the Company and its performance; and

iv. Providing perspective and feedback going beyond information provided by the management.

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company: https://www.allieddigital.net/ in/details-of-familiarization-programmes-imparted-to-independent-directors/ g) Key Managerial Personnel (KMP):

The details of Key Managerial Personnel of the Company are as follows:

Sr. No. Name	Designation
1. Mr. Nitin Shah	Chairman & Managing Director
2. Mr. Nehal Shah	Whole-Time Director (until June 30, 2026); Jt. Managing Director (w.e.f. July 1, 2026)
3. Mr. Paresh Shah	Chief Executive Officer (upto June 30, 2026)
4. Mr. Gopal Tiwari	Chief Financial Officer
5. Mrs. Khyati Shah	Company Secretary and Compliance Officer

10. MANAGERIAL REMUNERATION AND OTHER DETAILS

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as Annexure II and forms part of this Annual Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. Further in terms of Section 136 of the Act, the report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the

Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer

Company and the same will be furnished on request.

11. NOMINATION AND REMUNERATION COMMITTEE (NRC) AND NRC POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations, the Board in its meeting held on May 21, 2026 has adopted a revised NRC policy, which is available on the website viz https:// www.allieddigital.net/in/wp-content/uploads/2026/06/ Nomination-and-Remuneration-policy.pdf Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice. The composition of the Committee, attendance at its meetings and other details have been provided as part of the Corporate Governance Report.

Your Company has adopted a Nomination and Remuneration Policy (Policy) which lays down a framework in relation to remuneration of Directors, Key Managerial Personnelof the and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board Members.

The Committee also plays an important role and is responsible for administering the Stock Options Scheme as applicable to the eligible employees of the Company.

12. UNSECURED LOAN FROM DIRECTORS

During the year under review, the Company has not borrowed any unsecured loans from any of the Directors of the Company.

13. MEETINGS OF THE BOARD

The Board met 6 (Six) times during the financialyear under review, the details of which are given in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Act and Listing Regulations.

14. COMMITTEES OF THE BOARD

Details of the Committees constituted by the Board under the Act and Listing Regulations, along with their composition and changes, if any, and the number and dates of meetings held during the financial year under review are provided in the Corporate Governance Report, which forms part of this Annual Report.

15. AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations.

The Board of Directors duly approved the reconstitution of the Audit Committee, effective from May 21, 2026. The details of the composition of the Audit Committee and other details with respect to committee are included in the Corporate Governance Report, which is a part of this report.

The Audit Committee reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters, etc. It also supervises the Companys internal control, financial reporting process and vigil mechanism.

16. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) (c) read with Section 134(5) of the Act state that:

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

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financialyear and of the loss of the Company for that period;

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

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

17. PUBLIC DEPOSITS

During the financial year under review, the Company has neither accepted nor renewed any public deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. As on 31 st March 2026, there were no deposits which were unclaimed/unpaid and due for repayment.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company has adequate procedures for identification and monitoring of related party transactions. All related party transactions entered during the year were in the ordinary course of business and on an arms length basis. All related party transactions were placed before the Audit Committee and the Board for approval, wherever required. Omnibus approval of the Audit Committee was obtained for the transactions to be entered into with the related parties for the year ended March 31, 2026. These transactions are reviewed by the Audit Committee on a quarterly basis.

Since all the related party transactions entered during the year were in the ordinary course of business and on an arms length basis, the Company is not required to furnish disclosure of material related party transactions as required under Section 134(3)(h) of the Act in e-form AOC-2 for the financial year under review.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted a policy on related party transactions and the same is available on the Companys website viz.

h t t p s : // w w w. a l l i e d d i g i t a l . n et / i n / w p - c o n te n t / u p l o a d s / 2 0 2 5/0 6/ Po l i c y - o n - Re l a t e d - Pa r t y -Transactions-30.05.2025_Final.pdf

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Pursuant to the provisions of section 134(3)(g) of the Act, details of loans, guarantees and investments covered under section 186(4) of the Act are given in the notes to the Audited Standalone Financial Statements, which forms part of the Annual Report.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee (CSR) and adopted a CSR Policy. As part of its initiatives under CSR, the Company has undertaken various CSR projects and programs in line with CSR activities as defined under the Act and of the CSR Policy of the Company. During the year under review, the CSR initiatives of the Company focused on women empowerment, affordable health care and Rural Development and Education and Skilling. A Report on CSR containing particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure III attached to this Report, forming part of this Report.

The policy on Corporate Social Responsibility is available on the Companys website and can be accessed at: https://www.allieddigital.net/in/policies/

21. WHISTLE BLOWER/VIGIL MECHANISM POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy which allows the Directors and employees to report their concerns about unethical behaviour, actual or suspected frauds or violation of the code of conduct/business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The mechanism also provides for adequate safeguards against victimization of directors and employees who avails this mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases.

The details of the Vigil Mechanism Policy are explained in the Corporate Governance Report and the policy are available on the Companys website at: https://www. allieddigital.net/in/policies/

We affirm that during the financial year under review, no employee or director was denied access to the Chairman of Audit Committee.

22. AUDITORS AND AUDITORS REPORTS a) Statutory Auditor and Auditors Report:

As per provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in their 30 th Annual General Meeting held on August 09, 2024 appointed M/s. Singhi & Co., Chartered Accountants, Mumbai (Firm Registration No. 302049E), as Statutory Auditors of the Company for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of the 30 th Annual General Meeting till the conclusion of 35 th Annual General Meeting of the Company to be held in the Year 2029. M/s. Singhi & Co., has furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014.

With respect to the qualification referred to in Point No. 3 of the Auditors Report, the Board states that the loan/advance was extended to support the business and funding requirements of the concerned entity and was subsequently converted into equity pursuant to an agreement dated March 25, 2026. The Company has also initiated the necessary process for completion of the applicable FEMA-related reporting and compliances arising from such conversion.

b) Internal Auditor:

The Company had appointed M/s. KPMR & Co; Chartered Accountants, Mumbai, as its Internal Auditor. The Internal Auditors monitor and evaluate the efficacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and report the same to the Audit Committee on quarterly basis.

Internal Audit Reports, along with management responses and action plans, are reviewed by the Audit Committee, quarterly.

c) Secretarial Auditor and Secretarial Audit Report:

Parikh & Associates, Practising Company Secretaries have been appointed as the Secretarial Auditors of the Company at the Thirty-First AGM of the Company held on September 10, 2025, for a term of five consecutive years commencing from 1 st April 2025 up to 31 st March 2030, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31 st March 2026 is annexed as Annexure IV . With regards to the observations made by the Secretarial Auditors in their report for F.Y. 2025-26, the same are self-explanatory.

d) Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company or by itsofficersor employees under Section 143(12) of the Act to the Audit Committee.

23. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Pursuant to Section 124(5) and 125(2) of the Companies Act, 2013, Rs. 97378/- (Rupees Ninety Seven Thousand Three Hundred and Seventy Eight only), pertaining to F.Y. 2008-09 and Rs. 4,55,532/- (Rupees Four Lakh Fifty Five Thousand Five Hundred and Thirty Two only), pertaining to F.Y. 2011-12 was transferred to the Investor Education and Protection Fund during the year under review.

The Company has appointed Mr. Nehal Shah, Jt. Managing Director as the Nodal Officer to ensure compliance with the IEPF Rules.

24. DISCLOSURE UNDER THE EMPLOYEE STOCK OPTION PLAN:

During the year under review, the Company allotted 1,31,875 equity shares of INR 5/- each to the employees who exercised the options granted to them under the ADSL - Employee Stock Option Plan 2020.

The relevant disclosures pursuant to Rule12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations, as amended from time to time are available on the website of the Company i.e. www.allieddigital.net and also attached as Annexure V to this Board Report and forms part of the Report.

25. CREDIT RATING

The Companys financial discipline and prudence is reflected Ratings Limited (CRISIL Ratings) has assigned a long-term rating of CRISIL BBB+ (CRISIL triple B) and a short-term rating of CRISIL A2 (CRISIL A Two) to bank facilities.

The ratings obtained definesthat the Companys outlook is Stable against the previous year rating of BBB+ for Long-term and Acuite A2 for Short-term facilities by CRISIL Ratings Limited.

26. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulations 34(2) & (3) and Schedule V of the Listing Regulations, the following have been made part of the Annual Report and are attached to this Annual Report:

- Management Discussion and Analysis Report,

- Corporate Governance Report,

- Declaration on compliance with Code of Conduct, Certificate from Practicing Company Secretary that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies, and Auditors Certificate regarding compliance of conditions of Corporate Governance.

The Management Discussion and Analysis Report (MDAR), as required under Regulation 34(2)(e) of the SEBI Listing Regulations, forms part of this Annual Report.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your Directors confirm compliance with the same during the financial year under review.

28. MATERIAL CHANGES AND COMMITMENTS

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

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the Year under review, there were no significant or material orders passed by any regulator, court, or tribunalinthestrongcreditratingsofitsdebts.CRISIL impacting the going concern status or the Companys future operations.

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

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo are given in Annexure VI which forms part of this Report.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company follows a strict zero tolerance for sexual harassment at workplace and adopted the policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at https://www.allieddigital.net/in/policies/

The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013.

The disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the financialyear ended March 31, 2025, is as follows:

Number of complaints of sexual harassment received in the year	0
Number of complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

32. SWAYAM INVESTOR SELF-SERVICE PORTAL:

SWAYAM is a secure, user-friendly web-based application, developed by MUFG Intime India Private Limited (Formally known as Link Intime India Pvt Ltd.), our Registrar and Share Transfer Agents, that empowers shareholders to effortlessly access various services. This application can be accessed at https://swayam.in.mpms. mufg.com/

33. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

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

34. GENDER-WISE COMPOSITION OF EMPLOYEES

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

Male Employees:	1883
Female Employees:	208
Transgender Employees:	Nil

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

35. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently adequately protected.

36. RISK MANAGEMENT AND AREAS OF CONCERN

The Company has laid down a well-defined Risk

Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being carried out from time to time to identify, evaluate, manage and monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

37. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or no proceeding was initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year under review.

38. VALUATION OF ASSETS

During the financial year under review, there was no instance of one-time settlement of loans/financial assistance taken from Banks or Financial Institutions, hence, the Company was not required to carry out valuation of its assets for the said purpose.

39. TRANSFER OF UNCLAIMED SHARES TO UNCLAIMED SUSPENSE ACCOUNT OF THE COMPANY

During the financial year under review, the Company was not required to transfer any shares to the unclaimed suspense account as specified in Schedule VI of the

Listing Regulations. The details of the number of shares transferred from the unclaimed suspense account to the respective shareholders are provided in the Corporate Governance report, which forms part of this Annual Report.

40. ACKNOWLEDGEMENTS

The Board of Directors place on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Financial Institutions, Customers, Employees, Suppliers, other business associates and various other stakeholders.

Nitin Shah
Chairman & Managing Director
DIN: 00189903

For and on behalf of the Board of Directors of
Allied Digital Services Limited

Place : Mumbai
Date: August 06, 2026

Registered Office:
808, 8 th Floor, Plot No. 221/222,
Mafatlal Centre, Vidhan Bhavan Marg,
Nariman Point, Mumbai-400021