The Board of Directors take great pleasure to present the First Annual Report on the financial and operational performance of Digitide Solutions Limited (“Digitide”/ “the Company”) and the Audited Financial Statements for the period ended March 31, 2025 (“the year under review" or “the year" or “FY25"), 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").
1. Financial Performance
The Company's financial performance (standalone and consolidated), for the period ended March 31. 2025, is summarised below:
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Particulars
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Standalone
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Consolidated
|
| |
February 10, 2024 to March 31 2025
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February 10. 2024 to March 31 2025
|
|
Revenue from Operations
|
20.672.44
|
32.687.27
|
|
Other Income
|
574.19
|
192.26
|
|
Total Income
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21,246.63
|
32.879.53
|
|
EBIDTA
|
2,908.97
|
4.728.06
|
|
EBIDTA (%)
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14.07%
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14.46%
|
|
Depreciation and amortization expense
|
1.418.91
|
2.207.75
|
|
Finance Costs
|
383.33
|
483.56
|
|
Profit before exceptional items and tax
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1.680.92
|
2.229.01
|
|
Exceptional items
|
462.69
|
278.79
|
|
Profit before tax
|
1,218.23
|
1.950.22
|
|
Profit after tax
|
943.34
|
1.377.48
|
A detailed performance analysis of various business segment operations are provided in the Management Discussion and Analysis which forms part of this Report
2. Significant Developments during the Reporting Period
Digitide Solutions Limited was incorporated as a public limited company under the Act. upon issue of Certificate of Incorporation by the Registrar of Companies. Bengaluru on February 10. 2024.
Your Company is an artificial intelligence first digital transformation company driving responsible and trusted IT. digital and BPM solutions, with presence in both domestic (in India) and international markets (in the United States of America, Canada and Rest of the World). Our digital solutions encompass (i) Tech and digital services including Artificial Intelligence, data and analytics; and (ii) Business Processes Management (“BPM"). offering cutting-edge and scalable technologies that drive business efficiency, enhance customer experience and grow customer revenue. Your Company focuses on enabling enterprise success through comprehensive digital transformation.
Pursuant to the Composite Scheme of Arrangement amongst Quess Corp Limited (“Quess/ Demerged Company"). Digitide Solutions Limited and Bluspring Enterprises Limited and their respective shareholders and creditors (“Scheme’*) approved by the Hon'ble National Company Law Tribunal on March 04. 2025, demerged undertaking of Quess was transferred and vested into your Company from the Appointed date of the Scheme, i.e., April 01, 2024.
In consideration, your Company has allotted 148,949,413 equity shares of Rs. 10/- each to the shareholders of the Demerged Company as on the record date i.e. April 15, 2025, in the “Share Entitlement Ratio” of every 1 equity share of face and paid-up value of Rs. 10 each held in Quess. the Company has allotted 1 equity share of face and paid- up value of Rs. 10 each" and the previous 10,000 equity shares of Rs. 10/- each, of the Company which allotted to Quess were cancelled.
Further, a significant milestone in your Company’s journey was reached on June 11, 2025, with its successful listing on BSE Limited (BSE Scrip Code: 544413) and the National Stock Exchange of India Limited (NSE Symbol: DIGITIDE) creating wealth for all the members of the Company, who were allotted shares as part of the Composite Scheme of Arrangement.
3. Transfer to Reserves
The Company has not transferred any amount to the general reserves during the year under review.
4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules. 2016 ("IEPF Rules"), any dividend, if not claimed 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 are no amount lying In unpaid Dividend account of the Company.
5. Dividend
The Board of Directors have 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 the Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board In determining the distribution of dividend to its shareholders. These parameters include Company's distributable profits, utilization and future plans, capital expenditure and such other factors as may be considered by the Board for optimum dividend 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
Your Company was incorporated with an authorised and paid-up share capital of INR 10,00,000 divided into
1.00. 000 equity shares of INR 10 each.
Pursuant to the Scheme, the authorised capital was increased to INR 1,750,000,000 divided into
175.000. 000 equity shares of INR 10 each pursuant to Clause 33.1 of the Composite Scheme of Arrangement.
Further, the paid-up share capital of the Company was increased to INR 1,48.94.94,130 by way of issuance and allotment of 14,89,49,413 equity shares of INR 10 each to the equity shareholders of Quess/Demerged Company, as on the record date of April 15, 2025. Further, consequent to the Composite Scheme of Arrangement, all the existing equity shares held by Quess. (the erstwhile promoter and holding company), were cancelled.
Your Company has not issued any preference shares nor has issued any debentures, bonds, sweat equity shares, commercial papers, shares with differential rights, nor any non-convertible securities during the reporting period.
7. Subsidiaries and Associate Companies
Pursuant to the implementation of the Scheme, your Company has four (4) subsidiaries and six (6) step- down subsidiaries.
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 / joint ventures 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 Brainhunter Systems Limited are the material subsidiary of the Company as on March 31. 2025.
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:// diqitide.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://diqitide.com/wp- content/uploads/2025/04/Policy-for-Determininq- Material-Subsidiary.pdf
8. Directors
Your’ Board comprises of eight (8) Directors, out of which one (1) is the Chief Executive Officer and Executive Director, three (3) are Non-Executive Directors and four (4) directors are Independent Directors, including two Woman Director. The composition of the Board is in accordance with Section 149 and 152 of the Act read with Regulation 17 of the Listing Regulations read with such other applicable provisions and regulations.
The Company has a Non-Executive Chairman, and the number of Independent Directors is not less than half of the total number of Directors. A detailed update on the Board and its Committees' composition have 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. Ajit Abraham Isaac (DIN: 00087168). 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. A resolution seeking shareholders’ approval for his re-appointment forms part of the AGM Notice.
ii. Appointment and Resignation of Directors
As part of implementation of the approved Composite Scheme of Arrangement, the entire Board of Directors was reconstituted in accordance with regulation 17 of the Listing Regulations read with other applicable regulations. During the period under review, the following appointments and resignations were affected including changes as on the date of this report -
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Name
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Designation
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Date of Appointment
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Reason
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Ajit Abraham Isaac
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Non-Executive Chairman
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March 27. 2025
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Appointment
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|
Gurmeet Singh Chahal
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Non-Executive Director
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March 27. 2025
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Appointment
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Gurmeet Singh Chahal
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Chief Executive Officer and Executive Director
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April 01. 2025
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Appointment
|
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Anish Thurthi
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Non-Executive Director
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March 27. 2025
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Appointment
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|
Revathy Ashok
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Non-Executive Independent Director
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March 27. 2025
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Appointment
|
|
Pankaj Vaish
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Non-Executive
|
|
|
| |
Independent Director
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March 27. 2025
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Appointment
|
|
Sunil Ramakant Bhumralkar
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Non-Executive
|
|
|
| |
Independent Director
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March 27. 2025
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Appointment
|
|
Gopalakrishnan
Soundarajan
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Non-Executive Director
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March 29. 2025
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Appointment
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|
Guruprasad Srinivasan
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Non-Executive Director
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April 01. 2025
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Cessation
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Kamal Pal Hoda
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Non-Executive Director
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April 01. 2025
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Cessation
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|
Ruchi Ahluwalia
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Non-Executive Director
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April 01. 2025
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Cessation
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Robin Jill Thomashauer
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Non-Executive Independent Director
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April 21. 2025
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Appointment
|
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
As on the date of this report, the Key Managerial Personnel of the Company are as follows:
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Name of KMPs
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Designation
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Date of Appointment
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Reason
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|
Gurmeet Singh Chahal
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Chief Executive Officer and Executive Director
|
April 1. 2025
|
Appointment
|
|
Suraj Prasad
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Chief Financial Officer
|
April 1. 2025
|
Appointment
|
|
Neeraj Manchanda
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Company Secretary and Head Legal
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March 29. 2025
|
Appointment
|
iv. Meetings of the Board and Committees of the Board
During the year under review, the Board of your Company met 8 (eight) 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.
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.
In terms of the requirement of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of Directors has adopted Policy on Board Diversity and Policy on Nomination and Remuneration. The Policies framed on the subject can be accessed from the Company’s website at the web link: https:// digitide.com/wp-content/uploads/2025/04/ Nomination-and-Remuneration-Policy.pdf
In furtherance, additional details on Board Diversity and Board Skills are elaborated in the Board Skills Matrix of the Corporate Governance Report.
vi. Annual Board Evaluation
In view of the re-constitution of Board of Directors pursuant to the Composite Scheme of Arrangement and listing requirements, a formal evaluation of the performance of the Board, its Committees, and individual Directors for the financial year ended March 31. 2025, was not undertaken. The Board recognizes the importance of regular evaluation as a key component of good corporate governance and intends to implement a structured performance evaluation framework in the ensuing financial year, in line with the provisions of the Act and applicable Listing Regulations.
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. 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 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 thev 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 shall/ 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), were appointed as the first statutory auditors of the Company to hold office until the conclusion of the first Annual General Meeting of the company pursuant to Section 139 of the Act.
In view of the above, it is proposed to appoint them as the Statutory Auditors of your Company for a term of five (5) consecutive financial years, commencing from the conclusion of the ensuing first Annual General Meeting and ending at the conclusion of the sixth Annual General Meeting to be held in the year 2030, subject to approval of members at the ensuing AGM.
The Statutory Auditors have confirmed their eligibility and submitted a certificate affirming that they are not disqualified from holding the office of the Statutory Auditor.
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, 2025.
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. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed M/s. RLS & Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake Secretarial Audit of the Company for the financial year ending March 31, 2025.
In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Act. the Board at its meeting held on August 01, 2025, based on the recommendations of the Audit Committee, has approved the appointment of Mr. Parameshwar G Bhat, a peer reviewed Practicing Company Secretaries (Membership No. F8860, C.P. No. 11004) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY2025-26 till FY2029-30. subject to approval of members at the ensuing AGM.
The Company has received necessary consent and eligibility letter to the effect that they satisfy the conditions under the Act for the above appointment. As required under the Listing Regulations, the Secretarial Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India.
The Secretarial Audit Report for financial year ending March 31. 2025 is annexed as Annexure - A and forms an integral part of this Report. The Secretarial Audit 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. 2025 is annexed as Annexure - B.
c. Internal Auditors
The provisions of Section 138 of the Act were not applicable to the Company, therefore there was no requirement to appoint Internal Auditors during the period under review (FY2024-25)
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 required by 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 31 March. 2025.
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, 2025. the Company does not have any debentures.
13. Corporate Governance
A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Report.
14. Risk Management
Risk Management is an integral part of the Company’s business process. To have a sharper focus, the Company has constituted a Risk Management Committee to focus on risk management and mitigation Including determination of Company’s risk
assessment, risk categories, action plan, risk tolerance and risk mitigation strategies (risk identification, risk quantification and risk evaluation) etc. The Risk Management policy, as approved by the Board, Is displayed on the website of the Company and can be accessed by using the link https://digitide.com/wp- content/uploads/2025/05/4.-Risk-Management- Policy.pdf
Detailed update on risks posed before the Company has been covered under the Management Discussion and Analysis Report forming part of this Annual Report
15. Internal Financial Control and Adequacy
The Company has established a robust framework for internal financial controls. This framework is having adequate safeguards and procedures & policies for ensuring orderly and efficient conduct of business, including adherence to the Company's policies and safeguarding of its assets. 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.
During the year, such controls were tested, and no reportable material weaknesses in their design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY25 and their adequacy is included in the Management Discussion and Analysis, which forms part of this Report.
16. Related Party Transactions
There was no related party transaction entered into by the Company during the financial year 2024-25 apart from the ones that have been transferred as part of the Demerged Undertaking 1 pursuant to the Scheme. 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.
All related party transactions entered during the year were on an arm's length basis and in the ordinary course of business. Apart from this, there were no materially significant related party transactions entered by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. The Company has adopted a policy for dealing with related party transactions and the same is made available on the Company's website at https://digitide.eom/wp-content/uploads/2025/05/8.- Policy-on-Criterial-for-determining-RPT.pdf.
The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis.
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 confirmation 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.
18. Sustainability
a. Corporate Social Responsibility
The provisions of Section 135 of the Act were not
applicable to the Company during the review period, therefore there was no requirement to spend any amount towards Corporate Social Responsibility ("CSR”) activities. However, the Board has constituted CSR Committee on April 21. 2025. the details of which have been disclosed in Corporate Governance report.
The CSR policy 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
b. Business Responsibility and Sustainability Report
Regulation 34(2){f) of Listing Regulations are not applicable to the Company as on March 31. 2025 since the Company got listed on June 11. 2025 on the Stock Exchange(s)
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 has an in-house Information technology team which constantly works on the adoption and Implementation of new technology Into the businesses of the Company.
The details of the earnings and expenditure in foreign currency are given below:
• Expenditure in foreign currency: 1.199.34 million
• Earnings in foreign currency: 243.49 million
19. Particulars of Employees
Upon implementation of the Composite Scheme of Arrangement and as part of the transfer of business undertaking from Quess/ Demerged Company to your Company, all Company employees have been transferred from Quess/ Demerged Company, on or around 1 April 2025 or joined directly after that date.
Accordingly, the information as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to employees, is not applicable on the Company and therefore, not been included as part of Boards report. Details of such transferred employees, wherever required and applicable, may be considered as part of the Demerged Company (till 31 March 2025).
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.
Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. There are regular sessions offered to all employees to increase awareness on the topic and the Committee and other senior members have undergone a training session.
An Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, has been constituted to enquire into complaints, and to recommend appropriate action, wherever required, in compliance with the provisions of the Act.
As the employees have been transferred with effect from 01 April 2025, there were no complaints pertaining to sexual harassment at workplace as detailed below:
(a) number of complaints of sexual harassment received in the year: Nil
(b) number of complaints resolved during the year: Nil
(c) number of cases outstanding for over ninety days: Nil
21. Other Disclosures
i. Disclosure as per Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2011-
The Board based on the recommendation of the Nomination and Remuneration Committee adopted Digltide Solutions Limited - Special Purpose Stock Ownership Plan 2025 ("Special SOP 2025"), to create, offer, issue and allot up to 26,68.102 restricted stock units (“Option/ RSUs") to eligible employees pursuant to Clause 12 of the Composite Scheme of Arrangement.
ii. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future -
Nil
iii. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial institutions along with the reasons thereof - Not Applicable.
iv. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year - Not Applicable.
v. Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report - None
vl. 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, including all applicable amendments and rules framed thereunder.
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. 2024 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 Chief Executive Officer & Executive Director of the Company affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for FY25 forms part of the Corporate Governance ReporL
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:
a. In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b. They had 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 or loss of the Company for that period:
c. They had 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;
d. They had prepared the annual accounts on a going concern basis;
e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
f. Proper systems were in place so as to ensure compliance with the provisions of all applicable laws and were adequate and operating effectively.
26. 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”).
27. Acknowledgements
The Board wishes to thank the shareholders, customers, vendors, bankers, regulators and central and state governments, and all other business associates forming part of the Digitide family for their continued support and cooperation during the year. The Board express special gratitude to the BSE Limited and the National Stock Exchange of India Limited (NSE) for successful and timely listing of equity shares of the Company on Stock Exchanges. The Board also wishes to express its sincere gratitude and appreciation for the efforts made by your Company's employees to achieve encouraging results.
For and on behalf of the Board of Directors of Digitide Solutions Limited
Sd/-
Ajit Abraham Isaac Chairman
1 August 2025 DIN:00087168
Bengaluru
|