Your Directors are pleased to present the Thirty-First (31^st) Annual Report together with the Standalone
and Consolidated Audited Financial Statements of the Company for the financial year ended
March 31, 2025.

OVERVIEW OF FINANCIAL PERFORMANCE

During the year under review, the Company registered a profit before tax of R 5,407 lakhs for the year ended
March 31, 2025, 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, 2025, is given below:

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March
31, 2025 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. Company’s Performance

On a standalone basis, the Company achieved total
revenue of A 40,458 lakhs during the financial year
under review compared to A 28,788 lakhs in the
previous financial year. The net operating revenue
was higher from A 28,665 lakhs to A 36,615 lakhs.

On a Consolidated basis, the Company achieved total
revenue of A 85,168 lakhs during the financial year
under review compared to A 68,822 lakhs in the
previous financial year. The net operating revenue
was higher from A 68,706 lakhs to A 80,707 lakhs.

The outlook for the financial year 2025-26 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
growth from its IT business.

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 subsidiary companies and associate
companies 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. The

Authorized Share Capital of the Company stood at
A 50,00,00,000/- (Rupees Fifty Crores only) divided
into 10,00,00,000 (Ten Crores Only) equity shares of
A 5/- (Rupees Five only) each.

Issued, Subscribed and Paid-Up Share
Capital

The Paid-up Share Capital of the Company as on
March 31, 2025, stood at A 28,19,11,265/- (Rupees
Twenty-eight crore nineteen lakh eleven thousand
two hundred sixty-five only) divided into 5,63,82,253
(Five crore sixty-three lakh eighty-two thousand
two hundred fifty-three Only) equity shares of A 5/-
(Rupees Five only) each.

During the year under review, 10,87,400 equity
shares were allotted to employees upon exercise
of options under ADSL - Employees Stock Option
Plan 2020.

5. TRANSFER TO RESERVES

The Company has decided not to transfer any
amount out of the profit to reserves during the year
under review. Hence, the entire profit for the year
under review has been carried forward to the Profit
and Loss Surplus account.

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

As on March 31, 2025, the Company has 11
subsidiaries and there has been no material change
in the nature of the business of the subsidiaries.
There are 2 associates companies and 1 associate of
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 Company’s subsidiaries
in 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 financial year under review.

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

7. DIVIDEND & DIVIDEND POLICY

Your Board has recommended a dividend of Y1.50/-
per share (previous financial year Y1.50/- per share)
of Y 5/- each, being 30% (previous financial year 30%)
on equity share capital for the financial year ended
March 31, 2025. This will absorb a total cash outflow
of Y 846.42 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 22, 2025. 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 Company’s
website at https://www.allieddigital.net/in/
wpcontent/uploads/2022/08/Dividend
Distributon Policy.pdf

8. ANNUAL RETURN

Annual Return of the Company as on March 31,
2025 in accordance with the provision of Section
92(3) read with the Section 134(3)(a) of the Act is
available on the Company’s 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, 2025, the Board comprises of
eight Directors of which four 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 in corporate
governance.

b) 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, Mrs. Tejal Shah (DIN:
02766902), Executive Director of the Company,
retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered herself
for re-appointment. The Board of Directors, on
the recommendation of the Nomination and
Remuneration Committee, recommends her
reappointment to the Members of the Company.

c) Appointment and Re-appointment

I. Details of the appointments and re¬
appointments 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. Rohan Shah (DIN: 11111937) as an Additional
Director (Executive Non-Independent) of the
Company w.e.f. July 15, 2025; and

ii. Mr. Narsimha Rao Mannepalli (DIN: 10787923)
as an Additional Director w.e.f. July 15, 2025
and Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a
term of five (5) consecutive years commencing
from July 15, 2025 to July 14, 2030.

II. Details of the proposed appointments
and reappointments at the ensuing Annual
General Meeting are as follows:

Upon the recommendations of the Nomination
and Remuneration Committee and approval of the
Audit Committee, wherever applicable, the Board
of Directors of the Company recommends the
appointment/reappointment of following persons
as Directors of the Company at the ensuing Annual
General Meeting:

i. Re-appointment of Mr. Nitin Shah (DIN:

00189903) as Managing Director of the

Company for further period of five (5) years w.e.f.
April, 01, 2026 to March 31, 2031;

ii. Re-appointment of Mrs. Tejal Shah (DIN:

02766902) as Executive Director of the

Company for a further period of five (5) years
w.e.f. May 25, 2026 to May 24, 2031;

iii. Re-appointment of Mr. Milind Kamat (DIN:
01772084) as Independent, Non - Executive
Director for a second term of five (5) consecutive
years w.e.f. June 11, 2025 till June 10, 2030, not
liable to retire by rotation;

iv. Re-appointment of Mrs. Swanubhuti Jain (DIN:
09006117) as Independent, Non - Executive
Director for a second term of five (5) consecutive
years w.e.f. April 01, 2026 till March 31, 2031,
not liable to retire by rotation;

v. Appointment of Mr. Rohan Shah (DIN:
11111937) as Executive Director of the
Company for a period of five (5) years w.e.f. July
15, 2025 to July 14, 2030;

vi. Appointment of Mr. Narsimha Rao Mannepalli
(DIN: 10787923) as an Independent, Non -
Executive Director of the Company, for a term of
five (5) consecutive years w.e.f. July 15, 2025 to
July 14, 2030, not liable to retire by rotation;

d) Declaration from 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 Act
and Regulation 16(1)(b) of the SEBI Listing
Regulations and pursuant to Regulation 25 of
the said Regulations that they 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 Independent Directors
have also confirmed that they have complied with
Schedule IV of the Act and the Company’s Code of
Conduct. Further, the Independent Directors have
also submitted their declarations in compliance
with the provision of Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, which mandates the inclusion of Independent
Director’s name in the data bank of Indian Institute of
Corporate Affairs (“IICA”) till they continue to hold the
office of an independent director.

None of the directors of the Company are disqualified
under the provisions of Section 164(2) of the Act.
Your directors have made necessary disclosures, as
required under various provisions of the Act and the
SEBI Listing Regulations. In the opinion of the Board,
all the independent directors are persons of integrity
and possess relevant expertise and experience and
are independent of the management.

e) 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 specified the manner of
effective evaluation of the performance of 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 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/wp-content/
uploads/2025/04/Details-of-Familiarisation-
Programme-FY-2024-25.pdf

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 copy of the
same may write to the Company Secretary and
Compliance Officer of the Company and the same
will be furnished on request.

11. REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act
and Regulation 19 of SEBI Listing Regulations, the
Board, on the recommendation of the Nomination
and Remuneration Committee, has adopted a policy
for selection and appointment of Directors, Key
Managerial Personnel (KMP), Senior Management
Personnel (SMP), other employees and their
remuneration including the criteria for determining
qualifications, positive attributes, independence of
director and other related matters.

The Remuneration Policy is placed on the website
of the Company viz. https://www.allieddigital.net/in/
policies/

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 5 (five) times during the financial
year 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 details pertaining to 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 Company’s 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 financial year and of the profit 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 Section 73 and 76 of the
Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014. As on 31^st
March 2025, 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 arm’s 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,
2025. These transactions are reviewed by the Audit
Committee on a quarterly basis.

During the financial year under review, the Company
had no material transactions with related parties
falling under the scope of Section 188(1) of the
Act. Hence, the Company is not required to furnish
disclosure of material related party transactions as
required under Section 134(3)(h) of the Act in 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
the policy on related party transactions and the same
is available on the Company’s website viz.

https://www.allieddigital.net/in/wp-content/
uploads/2025/06/Policv-on-Related-Partv-
Transactions-30.05.2025 Final.pdf

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

The particulars of loans, guarantees and investments
covered under the provisions of Section 186 of the
Act have been disclosed in the financial statements.

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 Company’s 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 Company’s 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 Auditors:

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 for the financial year ending
March 31, 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.

b) Secretarial Auditors:

Pursuant to Section 204(1) of the Act read with
the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014, the Board
had appointed M/s. Rathi & Associates, Practicing
Company Secretary to conduct the Secretarial Audit
of the Company for the Financial Year ended 31^st
March 2025.

The Secretarial Audit Report for the Financial Year
ended 31^st March 2025 is annexed to this Report as
Annexure IV.

Pursuant to the amended provisions of Regulation
24A of the SEBI Listing Regulations and Section
204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and the
Board of Directors have approved the appointment
and remuneration of Parikh & Associates, Practising
Company Secretaries, as the Secretarial Auditors of
the Company for a term of five (5) consecutive years,
effective from April 1, 2025 till March 31, 2030.
The Board has recommended their appointment
for approval of the Members at the ensuing Annual
General Meeting. A brief profile and other relevant
details of Parikh & Associates are provided in the
Notice convening the ensuing AGM. Parikh &
Associates have consented to act as the Secretarial
Auditors of the Company and confirmed that their
appointment, if approved, would be within the limits
prescribed. They have further confirmed that they are
not disqualified to be appointed as the Secretarial
Auditors under the applicable provisions of the Act,
rules made thereunder, and SEBI Listing Regulations.

c) Internal Auditors:

The Company has appointed M/s. KPMR & Co;
Chartered Accountants, Mumbai, as its Internal
Auditors. The Internal Auditors monitor and evaluate
the efficacy and adequacy 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.

Auditors’ Report and Secretarial Auditors’
Report

With respect to the qualified opinion of the Statutory
Auditors in their report, the management is of the
view that:

i. With regards to point 3(a), certain errors
pertaining to prior period balances were
identified during the current Financial Year.
These errors have been rectified and accounted
for in the current Financial Year.

ii. With regards to point 3(b), the Company
is in process of reconciling a difference of
approximately R 610 lakhs between Input Tax
Credit (ITC) under Goods and Services Tax (GST)
and the records available on GST portal.

iii. With regards to point 3(c), during the earlier
years, The Company has extended interest - free
loans to wholly-owned subsidiaries and other
companies.. However, the amount was classified
under "Investments” in one of its wholly owned
subsidiary Company namely, Allied INC-USA.
This classification error was identified during the

current year. The management is of the view that
the interest had not been charged on the loans/
advances to Allied Inc. USA and others as they
were extended to facilitate further investments,
to support the working capital and other fund
requirements of those Companies.

With regards to the observations made by the
Secretarial Auditors in their report, kindly refer to the
explanation as stated under points 22 (i) & (iii) above.

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, no amount was transferred to the Investor
Education and Protection Fund during the year
under review.

Mr. Nehal Shah, Whole-Time Director of the Company
was appointed 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
10,87,400 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. http://
www.allieddigital.net and also attached as Annexure
V to this Board Report and forms part of the Report.

25. CREDIT RATING

The Company’s financial discipline and prudence is
reflected in the strong credit ratings of its debts. CRISIL
Ratings Limited ("CRISIL Ratings”) has assigned a
long-term rating of ' CRISIL BBB ' (CRISItriple B) and
a short-term rating of 'CRISIL A2' (CRISIL A Two) to
bank facilities. The ratings obtained defines that the
Company’s outlook is 'Stable' against the previous
year rating of BBB for Long-term and Acuite A3 for
Short-term facilities by Acuite Ratings & Research
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 of 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
Company’s financial position have occurred between
the end of the financial year of the Company and
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 COMPANY'S OPERATIONS
IN FUTURE

During the Year under review, there were no
significant or material orders passed by any regulator,
court, or tribunal impacting the going concern status
or the Company’s future operations.

30. REPORTING OF FRAUDS

There was no instance of fraud during the year under
review, which was required to be reported to the
Audit Committee, Board or Central Government by
the Statutory Auditors, under Section 143(12) of the
Act and Rules framed thereunder.

31. 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.

32. DISCLOSURE UNDER SEXUAL

HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT,
2013

The Company follows a strict zero tolerance to 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 financial year ended
March 31, 2025, is as follows:

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, 2025.

Male Employees: 1618
Female Employees: 165
Transgender Employees: Nil

This disclosure reinforces the Company’s 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 and
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:

Your Directors would like to place on record their
sincere appreciation for the continued co-operation,
guidance, support and assistance extended during
the financial year under review by our bankers,
customers, suppliers and Government agencies. The
Board also wishes to express its appreciation for the
valuable contribution made by the employees at all
levels during the financial year under review.

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

Place: Mumbai Nitin Shah

Date: July 15, 2025 Chairman & Managing Director

DIN: 00189903

Registered Office:

808, 8^th Floor, Plot No. 221/222,

Mafatlal Centre, Vidhan Bhavan Marg,

Nariman Point, Mumbai-400021