Digitide Solutions Ltd Directors Report

Dear Members,

The Board of Directors takes great pleasure in presenting the (2nd) Second Annual Report on the financial and operational performance of Digitide Solutions Limited (“Digitide” / “the Company”) and the Audited Financial Statements for the year ended March 31, 2026 (“the year under review” or “the year” or “FY26”), together with the Auditor?s Report thereon 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 for the FY26 and other developments up to the date of approval of this report in the Board meeting held on May 18, 2026.

1. Financial Performance

The Company?s financial performance (standalone and consolidated), for the financial year ended March 31, 2026, is summarised below:

(INR in millions)

PARTICULARS	Standalone (Financial Year ended)	Consolidated (Financial Year ended)
	March 31, 2026	For the period from February 10, 2024 to March 31, 2025	March 31, 2026	For the period from February 10, 2024 to March 31, 2025
Revenue from Operations (a)	19,339.22	20,672.44	30,801.81	32,687.27
Other Income (b)	742.41	574.19	163.58	192.26
Total Income (a+b)	20,081.63	21,246.63	30,965.39	32,879.53
Profit before tax and depreciation	2,281.25	3,099.83	3,084.97	4,436.76
Less: Depreciation and amortization	1,388.10	1,418.91	2,121.67	2,207.75
Profit before exceptional items and tax	893.15	1,680.92	963.30	2,229.01
Less: Exceptional Item	569.44	462.69	647.59	278.79
Profit before tax	323.71	1,218.23	315.71	1,950.22
Tax expense (including deferred tax)	(111.76)	(274.89)	(260.26)	(572.74)
Profit after tax	211.95	943.34	55.45	1,377.48
Other comprehensive income (net of tax)	40.35	(20.81)	160.88	4.11
Total comprehensive income	252.30	922.53	216.33	1,381.59

A detailed performance analysis of various business segment operations is provided in the Management Discussion and Analysis which forms part of this Report.

2. Your Companys journey has been nothing short of remarkable - Significant Developments

Incorporated on February 10, 2024, your Company laid the foundations of a bold new vision — one that took decisive shape on April 1, 2025, when it commenced independent operations following the successful vesting and transfer of the demerged business undertaking pursuant to the Composite Scheme of Arrangement amongst Quess Corp Limited (the Demerged Company), your Company, and Bluspring Enterprises Limited. A crowning milestone soon followed, on June 11, 2025, when, your Company achieved a landmark moment with its listing on BSE Limited (Scrip Code: 544413) and the National Stock

Exchange of India Limited (Symbol: DIGITIDE), a moment that not only marked the Companys arrival in the public markets, but also created wealth for all members who received shares as part of the Composite Scheme of Arrangement.

Yet perhaps the most telling measure of your Companys character lies not in its market presence, but in the culture it has quietly and thoughtfully built. Being ranked among Indias Top 10 Workplaces in Health & Wellness 2026 by Great Place to Work India — within a mere year of independent operations, is a distinction that reflects an organisation that does not merely pursue growth but nurtures the people who drive it. Carrying forward this momentum and legacy with pride, your Company remains steadfast in its commitment to creating operational excellence and delivering meaningful value to every stakeholder it serves.

With effect from November 05, 2025, your Company has shifted the registered office within the local limits of the Bengaluru city to its new address identity “New Municipal No. 1, Sri Subramanya Plaza, 29th Main Road, BTM Layout 1st stage, Ring Road, Bengaluru, Bengaluru urban, Karnataka, 560068” for better administrative convenience and effective coordination, as an independent entity.

In consideration of the transfer of business undertaking as part of the Composite Scheme of Arrangement, your Company has allotted 148,949,413 equity shares of INR 10/- each to the shareholders of the Demerged Company/ Quess Corp Limited as on the record date i.e. April 15, 2025, in the “Share Entitlement Ratio” i.e. for every 1 equity share of face and paid- up value of INR 10 each held in Demerged Company; your Company has allotted 1 equity share of face and paid-up value of INR 10 each” and the previous 10,000 equity shares of INR 10/- each, of the Company which were allotted to Demerged Company, were cancelled.

3. Transfer to Reserves

The Company has not transferred any amount to the general reserves during the year under review at standalone level.

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"), any dividend, if not claimed by shareholders for a period of seven years from the date of transfer to unpaid Dividend Account of the Company along with corresponding shares are liable to be transferred to Investor Education and Protection Fund (IEPF).

During the year under review, there were no unclaimed dividend or corresponding shares which were due to be transferred to IEPF Authority by the Company and there is no amount lying in unpaid dividend account of the Company.

5. Dividend

The Board of Directors has not recommended any dividend during the year under review. In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company has adopted a 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 pay-outs. The Dividend Distribution Policy is available on the Company?s website at https://digitide.com/ wp-content/uploads/2025/05/7.-Dividend- Distribution-policy.pdf

6. Share Capital

During the year under review, the authorised capital of the Company was increased from INR

1,000,000 divided into 100,000 equity shares of INR 10 each to INR 1,750,000,000 divided into 175,000,000 equity shares of INR 10 each pursuant to the implementation of Clause 33.1 of the Composite Scheme of Arrangement.

Further, the paid-up share capital of the Company was increased to INR 1,489,494,130 by way of issuance and allotment of 148,949,413 equity shares of INR 10 each to the equity shareholders of Quess Corp Limited/ Demerged Company, as on the record date (April 15, 2025) and all the existing equity shares held by the Quess Corp Limited/ its nominees (the erstwhile promoter and holding company), were cancelled.

Pursuant to allotment of shares under Digitide Solutions Limited - Special Purpose Stock Ownership Plan 2025 (“Special Purpose SOP 2025”), the paid-up share capital of the Company was increased from INR 1,48,94,94,130 divided into 148,949,413 equity shares of INR 10/- each to INR 1,49,01,17,510 divided into 149,011,751 equity shares of INR 10/- each on January 29, 2026. Information regarding the Special Purpose SOP 2025 is provided under Disclosures section of this report pursuant to Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2011.

Your Company has not issued any preference shares nor has issued any debentures, bonds, sweat equity shares, shares with differential rights, nor any non-convertible securities during the reporting period. The Company has not resorted to any buy back of its equity shares during the year under review.

7. Subsidiaries and Associate Companies

As on March 31, 2026, your Company has five (5) subsidiaries and six (6) step-down subsidiaries. During the reporting period, your Company has incorporated a foreign wholly owned subsidiary “Digitide IT Solutions L.L.C

S.O.C” in the mainland of Dubai, United Arab Emirates on March 11, 2026. Apart from this change, there has been no other change in the status of subsidiary companies, and no entity has ceased to be the subsidiary of the Company.

As per the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries and associate companies of the Company (in Form AOC - 1) is attached to the financial statements of the Company. Alldigi Tech Limited (formerly known as Allsec Technologies Limited) and MFXchange Holdings Inc., Canada are considered as material subsidiaries of the Company for the FY 2025-26.

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://digitide.com/investors-updates

The Company also 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:// digitide.com/wp-content/uploads/2025/04/ Policy-for-Determining-Material-Subsidiary.pdf

8. Board of Directors

As on 31 March 2026, the Board comprises eight (8) Directors, out of which one (1) is the Executive Director and Chief Executive Officer, three (3) are Non-Executive Directors and four (4) directors are Independent Directors, including two Women Directors. Further, as per the Company?s Board Diversity Policy, the Company has an independent woman director on its Board. The composition of the Board is in accordance with Section 149 of the Act read with Regulation 17 of the Listing Regulations read with other applicable provisions and regulations.

The Company has a Non-Executive Chairman, who is also one of the promoters, and accordingly, 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.

i. Director retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Anish Thurthi (DIN: 08713000), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended his re-appointment at the ensuing AGM. A resolution seeking shareholders? approval for his re-appointment forms part of the AGM Notice.

ii. Appointment and Resignation of Directors

During the year under review, based on the recommendations of Nomination and Remuneration Committee, the Board of Directors appointed Ms. Robin Jill Thomashauer as an Additional Director (Non-Executive Independent Director) of the Company effective April 21, 2025, not liable to retire by rotation, for a term of five years commencing from April 21, 2025 to April 20, 2030. Her appointment is duly approved by the shareholders by way of postal ballot on July 11, 2025.

None of the Directors of the Company is disqualified from being appointed as Director as specified in 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.digitide.com) at Board of Directors - Digitide Solutions.

iii. Appointment of Key Managerial Personnel

During the year under review, there has been no change in the composition of the Key Managerial Personnel. As on the date of this report, the Key Managerial Personnel of the Company are as follows:

Name of KMPs	Designation
Gurmeet Singh Chahal	Executive Director and Chief Executive Officer
Suraj Prasad	Chief Financial Officer
Neeraj Manchanda	Company Secretary and Head Legal

iv. Meetings of the Board and Committees of the Board

During the year under review, the Board of your Company met 7 (seven) 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.

v. 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 through the Nomination and Remuneration Policy of the Company. The policy on Board Diversity has been placed on the Company?s website at: https://www.digitide.com/wp-content/ uploads/2025/05/3.-Policy-on-Board- Diversity.pdf

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. 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://digitide. com/wp-content/uploads/202 5/04/ Nomination-and-Remuneration-Policy. pdf. There has been no change in the policy during the year.

In furtherance, additional details on Board Diversity and Board Skills are elaborated in the Board Skills Matrix of the Corporate Governance Report.

vi. 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 separately carried out for the Board as a whole and its committees, all individual directors including independent directors and chairman.

In a separate meeting of the Independent Directors held in compliance with the requirements of Regulation 25(7) of the Listing Regulations, and Section 178 read with Schedule IV of the Act, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, considering the views of the Executive Director and 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.

vii. Familiarisation Programme

To facilitate smooth transition and ensure effective participation in Board deliberations, the Company conducted a familiarisation programme for its directors on June 10, 2025, and February 26, 2026, for Independent Directors. The programme covered an overview of the Company?s structure, business operations, key policies, regulatory environment, and their roles and responsibilities as Directors under applicable laws. Relevant presentations, business updates, and access to internal policies and charters were also provided to enable directors to gain a deeper understanding of the Company and its governance framework. The details about the familiarization programme adopted by the Company have been posted on the website of the Company under the web link: https:// d2wo916wau5lpv.cloudfront.net/wp- content/uploads/2026/03/05170755/ Familiarisation-Programme-for- Independent-Directors-1.pdf

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.

viii. Declaration by Independent Directors

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 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 declarations and confirmations submitted by the Independent Directors.

9. Audit & Auditors

a. Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration Number 008072S), have been appointed as the statutory auditors of the Company to hold office from the conclusion of the first Annual General Meeting until the conclusion of the sixth Annual General Meeting of the company pursuant to 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 year ended March 31, 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 in its meeting held on April 21, 2025.

Internal Auditors conduct audit assessment based on the detailed internal audit plan which is finalised 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, proposed appointment of Mr. Parameshwar G Bhat (Membership No. F8860, C.P. No. 11004), Practicing Company Secretaries as Secretarial Auditors 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 First (1st) Annual General Meeting held on September 30, 2025. 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.

The Secretarial Audit Report for financial year ending March 31, 2026, is annexed as Annexure - A and forms an integral part of this Report. The Report does not contain any qualification or adverse remark for the year under review. 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 March 31, 2026, is annexed as Annexure - B.

d. Cost Audit

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, is not applicable on the Company and accordingly, such accounts and records are not maintained.

10. 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 March 31, 2026.

11. 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.

12. Debentures:

As on March 31, 2026, the Company does not have any debentures.

13. 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.

14. Risk Management

Risk Management forms an essential pillar of the Companys 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 supervision on aspects related to risk management and mitigation. The Committees mandate encompasses the determination of the Companys 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 Companys official website and may be accessed at: https://digitide.com/wp-content/ uploads/2025/05/4.-Risk-Management-Policy. pdf

A detailed analysis of the risks confronting 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.

15. Internal Financial Control and 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 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.

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 Companys 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 tested and no reportable material weaknesses in their design or operation were observed. Accordingly, the Board is of the opinion that the Companys 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.

16. Related Party Transactions

All related party transactions entered during the year were on an arms length basis and in the ordinary course of business. Requisite omnibus approvals have been obtained from the Audit Committee 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 Companys website at https://www.digitide. com/wp-content/uploads/2025/12/Digitide- Policy-on-Criterial-for-determining-RPT-1.pdf.

Related Party Transactions entered with wholly owned subsidiaries of the Company are 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.

17. 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://digitide. com/wp-content/uploads/2025/04/Whistle- Blower-Policy.pdf

No member has been denied access to Vigil Mechanism, and no complaints have been received during the year through Vigil Mechanism involving financial fraud or financial irregularities involving Company/ its assets.

18. Sustainability

a. 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. The Company?s CSR initiatives and activities 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.

A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014; whereas, the CSR policy of the Company describing the Company?s philosophy on CSR can be accessed by following the link: https://digitide. com/wp-content/uploads/2025/04/Corporate- Social-Responsibility-Policy.pdf. 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.

b. Business Responsibility and Sustainability Report

Regulation 34(2)(f) of Listing Regulations is not applicable to the Company as on March 31, 2026, since the Company does not feature in the market capitalisation list of Top 1000 as on December 31, 2025.

c. 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 252.23 million

• Earnings in foreign currency: INR 781.70 million

19. 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 particulars of employees employed throughout the year and in receipt of remuneration of Rs.1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required under Section 197(12) of the Act, read with Rule 5 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 Company Secretary 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 Annual General Meeting, during business hours on working days.

20. Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company is committed to providing a safe and conducive work environment to its employees and has zero tolerance for any actions that may constitute sexual harassment at the workplace.

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: 9 (Nine)

(b) number of complaints disposed during the year: 8 (Eight)

(c) number of cases pending for more than ninety days: NIL

(d) number of cases pending at the end of financial year: 1 (One)

21. Other Disclosures

i. Disclosure as per Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2011

a. Digitide Solutions Limited - Special Purpose Stock Ownership Plan 2025

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee and as part of the accepted condition under the Composite Scheme of Arrangement, had adopted Digitide Solutions Limited - Special Purpose Stock Ownership Plan 2025 (“Special SOP 2025”), on April 21, 2025; to create, offer, issue and allot up to 26,68,102 restricted stock units (“Option/ Stock Option”) to eligible transferred employees (transferred from Demerged Company as part of the business undertaking) pursuant to Clause 12 of the Composite Scheme of Arrangement.

Pursuant to Special SOP 2025 and in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; the Company granted 15,85,772 (Fifteen Lakhs Eighty-Five Thousand Seven Hundred and Seventy- Two) options to eligible employees of the Company/subsidiaries on September 29, 2025. Out of the stock options so granted, the Company on January 29, 2026, had allotted 62,338 equity shares to those Stock Option holders who have exercised such grants; thereby increasing the paid-up share capital of the Company from 148,949,413 equity shares of Rs.10/- each to 149,011,751 equity shares of Rs.10/- each.

b. Digitide Solutions Limited - Employee Stock Option Scheme 2026 (“ESOS 2026")

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the Company has formulated and adopted the Digitide Solutions Limited - Employee Stock Option Scheme 2026 (“ESOS 2026”) for granting up to 49,65,568 stock options, convertible into equivalent equity shares (representing 3.33% of the paid-up share capital as at December 31, 2025), in one or more tranches, in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The scheme was approved by the shareholders by way of postal ballot on April 11, 2026.

ESOS 2026 will be administered by the Nomination and Remuneration Committee and will be implemented through the trust route, wherein the trust may acquire equity shares by way of primary issuance and/or secondary acquisition, with fresh allotment from the Company being the primary mode. Options granted shall vest not earlier than one year and not later than four years from the date of grant, subject to conditions determined by the Nomination and Remuneration Committee from time to time.

A detailed disclosure with respect to stock options containing details as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014, and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is appended herewith as ‘Annexure F? to the Board?s Report.

Mr. Parameshwar G Bhat (Membership No. F8860, C.P. No. 11004), Practicing Company Secretary, has certified that the said employee stock option plans of the Company have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the shareholders in this regard.

ii. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys 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 Benefits 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.

22. 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 March 31, 2026, is available on the Company?s website at - https:// digitide.com/investors-updates/#corporate- governance

23. 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.

24. 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 Listing Regulations, a declaration signed by the Executive Director and Chief Executive Officer of the Company affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for FY26 forms part of the Corporate Governance Report.

25. Directors? Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and information and explanations received from the Company, confirm that:

i 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;

ii. 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 and loss of the Company for the year under review;

iii. proper and sufficient care has 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;

iv. annual accounts have been prepared for the Company on a ‘going concern? basis;

v. 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

vi. 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.

26. Criteria for making payments to Non-Executive Directors

The criteria for making payment to NonExecutive Directors is available on the website of the Company at https://www.digitide.com/ wp-content/uploads/2025/04/Nomination- and-Remuneration-Policy.pdf

27. Commercial Paper

The Company has issued Commercial Papers (CPs) from time to time, which were duly redeemed based on the maturity dates. As on March 31, 2026, no such Commercial Papers are outstanding for payout.

28. Credit Rating

The Company has received credit ratings from ICRA Limited concerning the Company?s longterm and short-term fund-based limits. ICRA has assigned the credit ratings to the various instruments of the Company as provided below:

Instruments	Rating
Long Term/Short Term - Interchangeable limits	[ICRA]A+(Stable)/ [ICRA]A1+
Long Term/Short Term - Unallocated limits	[ICRA]A+(Stable)/ [ICRA]A1+
Long Term/Short Term - Fund based Limits	[ICRA]A+(Stable)/ [ICRA]A1+
Commercial Paper	[ICRA]A1+

29. 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 which forms an integral part of this Annual Report.

30. Secretarial Standards

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”) and notified by the Ministry of Corporate Affairs (“MCA”).

31. Acknowledgements

The Board extends its sincere gratitude to the shareholders, customers, vendors, bankers, regulators, and central & state governments, as well as all other business associates who form part of the Digitide family, for their unwavering support and cooperation throughout the year. The Board wishes to express appreciation to BSE Limited and the National Stock Exchange of India Limited (NSE) for their instrumental role in facilitating the successful and timely listing of the Companys equity shares on the Stock Exchanges. The Board also places on record its deep appreciation for the dedicated efforts and commitment of the Companys 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 Digitide Solutions Limited
	Ajit Isaac
	Chairman
	DIN:00087168
May 18, 2026
Bengaluru