DigiSpice Technologies Ltd Directors Report.

Dear shareholders,

Your directors have pleasure in presenting the thirty third annual report together with the audited financial statements of the company for the financial year ended on 31st march, 2021. Financial results

The consolidated and standalone financial performance of the company for the financial year ended 31st march, 2021 is summarized below:

(amount in rs. Lakhs)

Particulars

For the financial year ended 31.03.2021

For the financial year ended 31.03.2020

Consolidated Standalone Consolidated Standalone
Total revenue from continuing operations 73,663.35 13,039.45 41,884.39 13,197.18
Earnings before finance costs, tax, 3731.05 642.75 1,858.70 (108.67)
Depreciation & amortization and exceptional
Items from continuing operation
Share of (profit)/loss of associates and a joint venture (64.49) - (88.87) -
Depreciation and amortization expense 2266.35 751.43 2,061.67 918.30
Finance costs 159.75 124.50 422.81 249.27
Exceptional items - 49.88 (4,619.30) (6,786.69)
Profit/(loss) before tax from continuing operations 1240.46 (283.06) (5,333.95) (8,062.93)
Tax expenses
Current income tax 611.32 49.16 532.20 189.35
Income tax adjustment for earlier years (net) (30.54) 91.13 143.10 -
Deferred tax charge/ (credit) 62.17 (20.69) (477.57) (373.36)
Profit/(loss) for the year from continuing operation 597.51 (402.66) (5,531.68) (7,878.92)
Profit/(loss) for the year from discontinued operation (38.64) - (39.34) -
Total profit/ (loss) for the year (558.87) (402.66) (5,571.02) (7,878.92)
Other comprehensive income for the year 112.62 2.72 3.42 (27.80)
Total comprehensive income for the year 671.49 (399.94) (5,567.60) (7,906.72)
Share of minority in profits/(losses) (558.65) - (608.07) -
Profit / (loss) for the year attributable to equity shareholders 1230.14 (399.94) (4,959.53) (7,906.72)

Performance review and state ofthe company affairs

The company is engaged in the business of digital transformation of private & public enterprises and governments. While building a strong ecosystem over the last two decades, the company has emerged as a technology solutions and communications platform provider globally. There has not been any change in nature of business in last one year. The company, through its direct and step down subsidiaries, is operating in india, south asia and africa. The company through its material subsidiary "spice money limited" is engaged in providing financial technologies services (fintech business).

The company, at the consolidated level achieved a total income of rs. 73,663 lakhs for the year ended 31st march, 2021 as against Rs. 41,884 lakhs for the previous year ended 31st march, 2020. The profit after tax at the consolidated level for the year ended on 31st march, 2021 is rs. 598 lakhs as against loss of rs. 5,532 lakhs in the previous year ended 31st march, 2020.

The company, at the standalone level, has earned a total income of rs. 13,039 lakhs for the year ended 31st march, 2021 as against rs. 13,197 lakhs for the previous year ended 31st march, 2020. The company has incurred a loss of rs. 403 lakhs for the year ended 31st march, 2021 as against a loss of rs. 7,879 lakhs in the previous year ended 31st march, 2020.

Impact of covid-19virus pandemic onthe company

The coronavirus (‘covid-19) pandemic has continued to cause substantial disturbance globally and in india, resulting in considerable slowdown of economic activity. There have been delays in collection from customers and possible delinquencies in receivables from customers due to the impact of covid. India was hit hard by the 2nd wave of covid 19 pandemic in april, 2021 and thereafter. The state governments started announcing simultaneous lockdowns across the country.

To ensure business continuity for us and our customers, keeping in mind the safety of our employees, we:

continued work from home policy for all employees, with the exception of some essential roles that need to be conducted from an office or on location for critical network maintenance, for which all necessary arrangements were made to ensure their safety and protection.

continued to prioritise virtual meetings and events even while global businesses gradually opened.

During the year, the company has put in place the mandatory protocols and standard operating procedures (sops) for all its employees such as submission of self declaration forms, thermal screening, sanitization, maintaining social distancing among others as per the guidelines stipulated by the ministry of home affairs of the government of india and applicable state guidelines.

Further details of the impact of covid-19 on companys businesses have been covered under the management discussion and analysis section of the annual report.

Highlights of performance of subsidiaries, associates and jointventures

The company, as of march 31, 2021 has 23 subsidiaries and 2 associates. The performance highlights of the direct/material subsidiaries are given below:

(a) spice money ltd. (formerly spice digital limited)

spice money is indias leading rural fintech organisation offering digital financial and e-retail services primarily to under banked and underserved citizens from semi urban and rural india in a technology enabled assisted model and through its cutting edge technology and wide network of spice money adhikaris, is bridging the gaps in access to various financial services for the masses across the length and breadth of india.

spice money is using the aeps (aadhaar enabled payment system) and matm (mini atm) infrastructure of banks/npci/uidai, to enable last mile kirana stores & other small format stores to provide basic banking services such as cash in and cash out in rural and semi urban india. Spice money is also a holder of bbpou licence and provides this service owing to the convenience it offers of round-the-clock bill payments to multiple billers from a single platform.

it achieved consolidated revenue of rs. 57,803 lakhs for the year ended 31st march, 2021 (31st march, 2020: rs. 25,024 lakhs). It reported a net profit of rs. 1,070 lakhs vis-a-vis proft of rs. 194 lakhs in the previous year ended 31st march, 2020.

(b) s global services pte. Ltd. (formerly sgic pte. Ltd.)

this company is incorporated in singapore and is in the business of value added services and digital technology & solutions and has a global presence, operating through its subsidiaries, both direct & step down subsidiaries.

it achieved consolidated revenue of rs. 3,084.80 lakhs for the year ended 31st march, 2021 (31st march, 2020: rs. 4,510.67 lakhs). The consolidated profit after tax for the year ended 31st march, 2021 is rs. 633.87 lakhs (31st march, 2020: loss of rs. 3,748.10 lakhs).

the previous year loss includes exceptional items of rs. 3,563.30 lakhs pertaining to provision made on trade receivables, out of which provision of rs. 3,607.79 lakhs is due from a customer under a long term contract, the payment of which was linked to certain milestones and fund raise of the customer.

(c) spice digital bangladesh limited

this company is incorporated in bangladesh and is in the business of value added services and digital technology & solutions. It achieved revenue of rs. 46.73 lakhs for the year ended 31st march, 2021 (31st march, 2020: rs. 88.34 lakhs). Loss after tax for the year ended 31st march, 2021 is rs. 351.83 lakhs (31st march, 2020: loss of rs. 139.11 lakhs).

(d) digispice nepal limited

this company is incorporated in nepal and is in the business of value added services and digital technology & solutions. It achieved revenue of rs. 119.79 lakhs for the year ended 31st march, 2021 (31st march 2020: rs. 169.02 lakhs). Loss after tax for the year ended 31st march, 2021 is rs. 20.91 lakhs (31st march 2020: profit of rs. 5.42 lakhs).

(e) spicevas (africa) pte. Limited

spice vas group is in the business of providing of digital services ("vas") in africa and indonesia. Currently, the operations of

Spice vas covers countries like ghana, kenya, indonesia, zambia, nigeria, and singapore.

it achieved consolidated revenue of rs. 2,864.17 lakhs for the year ended 31st march, 2021 (31st march, 2020: rs. 4,101.90 lakhs).

The consolidated loss after tax for the year ended 31st march, 2021 is rs. 2,920.27 lakhs (31st march, 2020: loss of rs. 3,135.57 lakhs).

The salient feature of the performance and financial position of each of the subsidiaries and associate companies are given in form aoc-1 attached to the consolidated financial statements for the year ended 31st march, 2021 and forms an integral part of the annual report. Share capital

As on 31st march, 2021, the authorized capital of the company stood at rs. 12,405 lakhs divided into 41,35,00,000 equity shares of rs. 3/- each.

During the year under review, the company has issued and allotted 4,94,314 equity shares of rs. 3/- each under sml employees stock option plan-2018. Consequently, as on 31st march, 2021, paid-up equity share capital of the company was rs. 6,851.89 lakh (divided into 22,83,96,379 fully paid-up equity shares of rs. 3/- each).

After closure of the financial year, the company has allotted 6,85,386 equity shares of rs. 3/- each under sml employees stock option plan-2018. Consequently, the paid-up equity share capital of the company has increased to rs. 6,872.45 lakh (divided into 22,90,81,765 fully paid-up equity shares of rs. 3/- each).

Transfer of amountto reserves

The company has not transferred any amount to the reserve during the financial year ended 31st march, 2021.

Dividend

In view of losses during the year under review, your directors do not recommend any dividend to the shareholders.

In pursuance to amendment in regulation 43a of sebi (listing obligation and disclosure requirement) regulations, 2015 vide sebi

(lodr) (2nd amendment) regulations, 2021, board of directors in its meeting held on 9th of june, 2021, has adopted the dividend distribution policy. The dividend distribution policy of the company is available on the companys website and can be accessed at https://digispice.com/ddp_policy.pdf

Transfer of unclaimed dividend and sharesto investor education and protection fund

In terms of section 124 of the companies act, 2013, dividend which remains unpaid/unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account is required to be transferred to the investor education and protection fund (iepf) established by the government of india. Accordingly, the company has transferred the unpaid/unclaimed dividend, pertaining to the dividend of financial year 2013-14, amounting to rs. 2.01 lakh to the iepf account. After closure of the financial year, the company has also transferred unpaid/unclaimed dividend pertaining to the financial year 2012-13 amounting to rs. 16.17 lakh to iepf account. Further, pursuant to the provisions of the investor education and protection fund authority (accounting, audit, transfer and refund)

Rules, 2016, as amended from time to time, all shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years or more are liable to be transferred to the iepf established by the central government. The company has transferred 60,086 and 97,647 equity shares of rs. 3/- each, to the iepf for the unpaid/unclaimed dividend pertaining to the financial year 2012-13 and 2013-14 respectively. The details of the shares transferred to iepf are available on the website of the company. Any shareholder who has a claim on above dividends and shares may claim the same from iepf authority by submitting an online application in the prescribed web form iepf-5 available on the website www.iepf.gov.in and sending a duly signed physical copy, to the company, along with requisite documents enumerated in the web form iepf-5.

Listing of securities

The equity shares of the company are presently listed on bse limited (bse) and the national stock exchange of india limited (nse). The annual listing fee for the financial year 2021-22 has been paid to both the stock exchanges.

Holding company

As on 31st march, 2021, spice connect private limited, the holding company, holds 74.19% of the issued share capital of the company. Subsidiary companies, jointventures or associate companies

During the year under review, with a view to design new initiatives and products that will bridge the divide between rural and urban area,

Spice money limited (sml) has issued and allotted 8,69,030 class b equity shares of rs. 10/- each (approx. 2% of its share capital) and consequently sml ceased to be a wholly owned subsidiary. However, it continues to be a material subsidiary of the company.

Further, to meet the requirement of net worth by sml as prescribed by reserve bank of india, the board of the company in its meeting held on 31st march, 2021 had approved the infusion of funds for an amount not exceeding rs. 33 crore by way of investment in 5%

Cumulative compulsory convertible preference shares (cccps) of rs. 10/- each offered by sml. Subsequently, sml has allotted the said cccps in favor of the company. Further, digispice ghana limited, a step down subsidiary of the company, in order to meet the requirement of 30% ghanaian ownership for grant of vas license, as required under the applicable laws of that country, has allotted additional 32,200 shares in digispice ghana limited on 31st may, 2021. Consequent to above allotment digispice ghana limited ceased to be a 100% subsidiary of spice vas (africa) pte. Ltd., another step down subsidiary of the company. Pursuant to section 129 (3) of the companies act, 2013 and indian accounting standard - 110 issued by the institute of chartered accountants of india, consolidated financial statement presented by the company include the financial statements of its subsidiaries and associate companies. In view of the work from home policy of the company due to covid-19 pandemic, these documents will not be available for physical inspection. The financial statements of subsidiary companies will be uploaded on the website of the company www.digispice.com.

After closure of the financial year, the board of directors of the company has approved the proposal for acquisition of shares of e-arth travel solutions private limited (etspl). The company along with its subsidiary spice money limited has acquired entire share capital of etspl. Consequently, etspl has become a subsidiary of the company. As per the agreed terms, etspl shall issue and allot 6,429 equity shares (class b shares) to sood infomatics llp resulting in a stake of 30% in the expanded capital of that company. On 30th august, 2021, the company has executed a shareholders agreement to form a joint venture with tarya fintech holdings

Limited (tarya), a part of israels leading fintech group, for ‘lending technology platform and other technology services business. In the proposed joint venture, through a company to be incorporated, the company and spice money limited shall jointly hold 51% and Tarya will hold 49%.

Auditors and auditors report

Pursuant to the provisions of section 139 of the companies act, 2013 read with rules made thereunder, m/s. Singhi & co., chartered

Accountants (firm registration no. 302049e), were appointed as statutory auditors of the company to hold office for a period of five years from the conclusion of the thirtieth annual general meeting till the conclusion of thirty fifth annual general meeting of the company to be held in the year 2023.

The auditors reports for the financial year 2020-21 do not contain any qualification or reservation or adverse remark. The notes on financial statement referred to in the auditors report are self-explanatory and do not call for any further comments.

During the year, no incidence of fraud as defined under section 143(12) of the companies act, 2013, which is required to be disclosed under section 134(3)(ca) of the companies act, 2013, has been reported by the auditors to the board of directors of the company.

Cash flow statement

In conformity with the provisions of regulation 34 of the sebi (listing obligations and disclosure requirements) regulations, 2015, the

Cash flow statement for the year ended on 31st march, 2021 as prepared under the provisions of indian accounting standard - 7 as notified under section 133 of the companies act, 2013 is attached as a part of the financial statement of the company.

Number of board meetings held duringthe financial year

During the financial year ended on 31st march, 2021, six (6) meetings of the board of directors were held on 4th may, 2020, 26th june, 2020, 21st august, 2020, 5th november, 2020, 12th february, 2021 and on 31st march, 2021. The details of number of meetings of the board and its various committees attended by the directors are given in corporate governance report.

Directors and key managerial personnel

Mr. Subramanian murali (din: 00041261), non-executive director of the company, retires by rotation at the ensuing annual general Meeting and, being eligible, offers himself for re-appointment.

As required under regulation 36 of the sebi (listing obligations and disclosure requirements) regulations, 2015, the relevant provisions of the companies act, 2013 and the secretarial standard on general meetings, a brief resume, details of experience and other directorships/ committee memberships/chairmanships held by mr. Murali in other companies etc., whose appointment is due in the forthcoming annual general meeting (agm) of the company, forms part of the notice convening the 33rd agm.

Pursuant to the provisions of the sebi (listing obligations and disclosure requirements) regulations, 2015, the company has obtained a certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the board/ministry of corporate affairs or any such statutory authority and forms a part of this annual report during the year under review, mr. Deepak mehta resigned as chief financial officer (cfo) of the company w.e.f. 30th may, 2020. Thereafter, mr. Ravindra kumar sarawagi was appointed as cfo w.e.f. 26th june, 2020 who resigned w.e.f 14th december, 2020. The board of directors, on the recommendation of nomination and remuneration committee, has appointed mr. Vinit kishore as chief financial Officer of the company w.e.f 12th february, 2021.

As per the provisions of companies act, 2013, mr. Rohit ahuja, executive director, mr. M. R. Bothra, company secretary and mr. Vinit Kishore, chief financial officer are the key managerial personnel of the company.

Independent directors

The company has received declarations from all the independent directors of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the companies act, 2013 as well as regulation 16 of the sebi (listing obligations and disclosure requirements) regulations, 2015. As required under regulation 25 of the listing regulations, the independent directors have also confirmed that they meet the criteria of independence and are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board is of the opinion that the independent directors have the necessary experience, expertise and integrity and are independent of the management of the company.

Pursuant to the provisions of the companies (appointment and qualification of directors) fifth amendment rules, 2019, all the independent directors of the company have been empanelled with the independent directors databank as maintained by the indian institute of corporate affairs.

Meeting of independent directors

A separate meeting of the independent directors was held on 31st march, 2021, without the presence of non-independent directors and the members of management, and the independent directors have discussed, inter-alia, the performance of non - independent

Directors and the board as a whole and the performance of the chairman of the company after taking into consideration the views of executive and non-executive directors. The independent directors gave their detailed feedback on the board evaluation and performance of the directors evaluated by them and made suggestions for further improvement. The same was communicated to the concerned directors and the board.

Directors responsibility statement

Pursuant to the provisions of section 134(5) of the companies act, 2013, the directors hereby confirm that:

(i) in the preparation of annual accounts for the financial year ended 31st march, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st march, 2021 and of the profit of the company for the period ended on that date;

(iii) the directors have taken proper and sufficient care 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;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down proper internal financial controls to be followed by the company and such internal financial control are adequate and were operating effectively; and

(vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Management discussion and analysis report

As required under regulation 34 of the sebi (listing obligations and disclosure requirements) regulations, 2015, management

Discussion and analysis (mda) report forms an integral part of this report.

Business responsibility report

Based on the market capitalization as on 31st march, 2021, the company is among the top 1000 listed companies on both bse as well as nse. In terms of regulation 34(2)(f) of the sebi (listing obligations and disclosure requirements) regulations, 2015, the first business responsibility report, describing the initiatives taken by the company from an environmental, social and governance (esg) perspective is attached as a part of this annual report.

Corporate governance report

A separate report on corporate governance is enclosed as a part of this annual report. The company has appointed m/s. Sanjay grover & associates, practising company secretaries, to conduct the corporate governance audit of the company. A certificate from them regarding compliance with corporate governance conditions as stipulated under the relevant provisions of the sebi (listing obligations and disclosure requirements) regulations, 2015 is annexed to the report.

Secretarial audit

As required under section 204(1) of the companies act, 2013 read with rule 9 of the companies (appointment and remuneration of

Managerial personnel) rules, 2014 and regulation 24a of the sebi (listing obligations and disclosure requirements) regulations, 2015, the company has appointed m/s. Sanjay grover & associates, practising company secretaries, to conduct the secretarial audit for the financial year 2020-21. The secretarial audit report received from them forms part of this annual report. The secretarial audit report does not contain any qualification, reservation and adverse remark.

Pursuant to regulation 24a of the sebi (listing obligations and disclosure requirements) regulations, 2015, every listed company shall annex with its annual report the secretarial audit report of its material subsidiaries incorporated in india. In compliance with the said requirement, the secretarial audit report of spice money limited, a material subsidiary of the company, for the financial year 2020-21 is annexed herewith and forms part of the annual report.

Details in respect of adequacy of internal financial controls with reference to the financial statements

The company has in place an established internal financial control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Self-certification exercise is also conducted by which senior management certifies effectiveness of the internal control system of the company. Findings of the internal audit report are reviewed by the top management and by the audit committee invariably and proper follow up actions are ensured wherever required.

In view of the continued work from home policy of the company, a few changes have been made in the internal financial control system, primarily in relation to physical evidencing of documents and remote access working for various functions. However, at overall level, the ongoing operations of internal financial control system are substantially unaffected by covid-19 pandemic.

The company has designed and implemented risk and control matrix (racms) including therein the process wise controls. It appointed an external agency to evaluate the prevalent internal control and risk management system. The audit committee ensures that the company maintains effective risk management and internal control systems and processes. It provides its feedback and recommendation on the relevant matters to the board.

The statutory auditors and internal auditors also evaluate the system of internal controls of the company and report to the audit committee. Appropriate steps are taken to bridge the gaps observed by them. The auditors have reported that the present systems and processes of internal controls are adequate and commensurate with the size of the company and nature of its business.

Internal auditors

The board, on the recommendation of audit committee, in its meeting held on 30th july, 2021 has re-appointed m/s. Gsa & associates, chartered accountants, to act as internal auditors of the company for the financial year 2021-22. The internal auditors directly report to the audit committee.

Audit committee

In compliance with the provisions of section 177 of the companies act, 2013 and regulation 18 of the sebi (listing obligations and disclosure requirements) regulations, 2015, the company has a duly constituted audit committee. The audit committee comprises of the following directors:

1. Mr. Suman ghose hazra Chairman
2. Dr. (ms.) Rashmi aggarwal Member
3. Mr. Subramanian murali Member

The details of the terms of reference, meetings held during the year, attendance of directors at such meetings etc. Are provided in corporate governance report.

Risk management committee

The board of directors, on the recommendation of audit committee, had adopted a risk management policy for the company to lay down the procedure to inform the board members about the risk assessment and minimization. As a good practice, the company regularly reviews the existing risk management system and major risks associated with different businesses of the company. The board of directors of the company, on the recommendation of the audit committee, through which it overseas the risk management function, reviews the major risks associated with the company and takes all requisite measures to minimize them.

As mandated under the listing regulations, the board of directors in its meeting held on 9th of june, 2021, has constituted a risk management committee. The risk management committee comprises of the following members:

1. Mr. Rohit ahuja Chairman
2. Mr. Mayank jain Member
3. Dr. (ms.) Rashmi aggarwal Member
4. Mr. M r bothra Member
5. Mr. Vinit kishore Member

First meeting of the newly constituted risk management committee of the company was held on 25th august, 2021. All the members of the committee attended the meeting. The terms of reference of the risk management committee, inter-alia, include formulation of a risk management policy and to review the same periodically, identification of internal and external risks in particular including financial, operational, sectoral, sustainability (particularly, esg related risks), information, cyber security risks or any other risk as the committee may determine and recommend the appropriate actions.

A detailed disclosure on various risk factors associated with businesses of the company is given in management discussion analysis report.

Corporate social responsibility committee

The board had constituted a corporate social responsibility (csr) committee and on the recommendation of csr committee the board approved the csr policy. The csr committee has also been entrusted with the responsibility of monitoring the implementation of the framework of the csr policy, recommending to the board the amount of expenditure to be incurred on csr activities and ensuring that the implementation of the projects and programs is in compliance with the csr policy of the company. The corporate social responsibility committee comprises of the following members:

1. Mr. Dilip modi Chairman
2. Mr. Subramanian murali Member
3. Mr. Suman ghose hazra Member

During the year, the csr committee met once i.e. On 21st august, 2020. All three members attended the meeting.

As required under the companies (corporate social responsibility policy) rules, 2014, the annual report on the csr activities is attached herewith as annexure 1 of this report in the format prescribed including any statutory modifications/amendments thereto for the time being in force.

Board finance committee

The board had constituted a board finance committee and entrusted the said committee with the functions to approve the borrowings, making of loans, creation of charge on the assets of the company etc. The said committee is also authorised to open, close and make changes in signatories for the operation of the bank accounts. The said committee consists of mr. Dilip modi as chairman and

Mr. Subramanian murali, non-executive director and mr. Suman ghose hazra, independent director, as members. Annual return

In accordance with the provisions of section 134 (3)(a) of the companies act, 2013, the annual return, as required under section 92 of the act for the financial year 2020-21, is available on the companys website at https://digispice.com/annual_return_20-21.pdf

particulars of loans, guarantees or investments

The details of loans, guarantees or investments made under section 186 of the companies act, 2013 are provided in the notes forming part of the financial statements.

Maintenance of cost records

The company is not required to maintain cost records as specified by the central government under sub-section (1) of section 148 of the companies act, 2013.

Public deposits

During the year under review, the company has neither accepted nor renewed any deposits in terms of chapter v of the companies act, 2013.

Particular of contracts or arrangements with related parties

During the financial year, the company has entered into various transactions with related parties. All related party transactions are undertaken in compliance with the applicable provisions of the companies act, 2013 and the listing regulations. All related party transactions are placed before the audit committee for its approval. The quarterly disclosures of transactions with related parties are made to the audit committee for its review. As required under the companies act, 2013 and the provisions of listing regulations, the audit committee has granted omnibus approval for related party transactions which are repetitive in nature and fall within the criteria laid down for the purpose. The ‘policy on related party transactions dealing with such transactions and ‘policy on material subsidiaries are uploaded on the website of the company viz. Www.digispice.com. There were no related party transactions entered into by the company with directors, kmps or other related parties which may have a potential conflict with the interest of the company. Since all the related party transactions entered into by the company during the financial year were at arms length basis and there was no material related party transaction (i.e. A transaction exceeding 10% of the annual consolidated turnover as per the last audited financial statements), no detail is required to be given in form aoc-2.

The details of the transactions with related parties are provided in note 36 of standalone financial statements and note 41 of the consolidated financial statements.

Vigil mechanism

The company, as required under section 177 of the companies act, 2013, regulation 22 of the sebi (listing obligations and disclosure requirements) regulations, 2015 and sebi (prohibition of insider trading) regulations, 2015 has established "vigil mechanism / whistle blower policy" for directors and employees of the company.

This policy has been established with a view to provide a tool to directors and employees of the company to report to the management genuine concerns including unethical behavior, actual or suspected fraud or violation of the code of conduct of the company. This policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected. This policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the chairman of the audit committee in exceptional cases. The audit committee is authorized to oversee the vigil mechanism/ whistle blower policy in the company. The company has not received any reference under the said policy during the year.

The whistle blower policy is available on the companys website at the link https://www.digispice.com/vigil_mechanism_whistle_ blower_policy.pdf.

Remuneration policy

The board of directors, on the recommendation of the nomination and remuneration committee of the company, had framed a policy for nomination and appointment of directors. As required under section 178 of the companies act, 2013 read with the rules made thereunder and the listing regulations, the nomination and remuneration committee also recommended to the board a remuneration policy for remuneration, including esop, to directors, key managerial personnel and senior management personnel and other employees of the company, which was duly approved by the board. The board on the recommendation of the committee appoints the senior management personnel from time to time. The remuneration policy of the company is available at https://www. Digispice.com/rem_policy.pdf.

Employees stock options

During the year, all the esops granted by the nomination and remuneration committee in its meetings held on september 18, 2018 and february 5, 2019, held by the employees on the date of vesting have been vested in favour of respective employees. No further esop has been granted to any employee during the financial year. The certificate from the secretarial auditors of the company as required under regulation 14 of the sebi (share based employee benefits and sweat equity) regulations, 2021 (the "sbebse regulations") confirming that the esop scheme has been implemented in accordance with the sbebse regulations (erstwhile the sebi (share based employee benefits) regulations, 2014) and the resolutions passed by the members, would be available at the annual general meeting for inspection by members.

During the year, there has been no change in the sml employee stock option plan 2018 of the company. The applicable disclosures as stipulated under the sbebse regulations as on march 31, 2021 with regard to the sml employee stock option plan 2018 of the Company are available on the website of the company at https://digispice.com/esop_disclosure_2021.pdf

performance evaluation ofthe board, its committees and individual directors

Pursuant to applicable provisions of the companies act, 2013, as amended from time to time, the nomination and remuneration committee (nrc) has specified the manner for effective evaluation of performance of board, its committees and individual directors and decided that it will be done by the board itself internally. The board of directors has carried out evaluation of performance of each of them. The committee reviews its implementation and ensures the compliances thereof. As per the sebi (listing obligations and disclosure requirements) regulations, 2015, the nrc, has also formulated a framework containing, inter alia, the criteria for performance evaluation of the entire board of the company, its committees and individual directors, including independent directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the board and its committees, such as, adequacy of the constitution and composition of the board and its committees, discharge of roles and responsibilities by the board and its committees, succession plan for board members and senior management, frequency of the meetings, regulatory compliances and corporate governance, etc. Similarly, for evaluation of individual directors performance including for independent directors, the questionnaire covers various aspects like his/her attendance at the meetings of board and its committees, contribution in board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, adequate and timely disclosures, etc. The said questionnaires are reviewed by the nrc.

Board members had submitted their response on a scale of 1 (outstanding) to 5 (poor) for evaluating the entire board, committees of the board and of their peer board members, including chairman of the board.

The board of directors has carried out evaluation of every directors performance including the executive director. The performance evaluation of the independent directors have been done by the entire board, excluding the director being evaluated on the basis of performance and fulfilment of the independence criteria as specified under the companies act, 2013 and the listing regulations.

Policy on prevention of sexual harassment

As required under the sexual harassment of women at workplace (prohibition, prevention and redressal) act, 2013 (posh act), the company has a policy on prevention of sexual harassment of women at workplace and matters connected therewith. The company has complied with the provisions relating to the constitution of internal committee.

No case of sexual harassment was filed or registered during the year under the posh act. Further, the company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment.

Orders passed bythe regulators or courts, if any

No significant and material orders were passed by the regulators, courts or tribunals impacting the going concern status and companys operations in future.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Pursuant to provisions of section 134 of the companies act, 2013 read with rule 8(3) of the companies (accounts) rules, 2014 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached (annexure- 2) which forms part of this report.

Particulars of employees

In terms of the provisions of section 197(12) of the companies act, 2013 read with rule 5 of the companies (appointment and

Remuneration of managerial personnel) rules, 2014, including any statutory modification(s) thereof for the time being in force, the details of remuneration etc. Of directors, key managerial personnel and employees covered under the said rules is attached (annexure- 3) which forms part of this report.

Compliance with secretarial standards

The company has complied with the provisions of secretarial standard 1 (secretarial standard on meetings of board of directors) and secretarial standard 2 (secretarial standard on general meetings) issued by the institute of company secretaries of india.

Acknowledgements

Yours directors would like to express their grateful appreciation for assistance and cooperation received from the banks, government

Authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the company at all levels.

For and on behalf of the board of directors of
Digispicetechnologies limited
Date: 30th august, 2021 Dilip modi
Place: noida Chairman