(a) Dividend

Shareholders of the Company approved final dividend of t 1.50 per fully paid-up equity share aggregating to t 846 lakhs for the year ended March 31, 2025 which was paid during this financial year.

The Board of Directors of the Company has recommended dividend of t 1.50 per fully paid-up equity share aggregating to 5 848 lakhs for the year ended March 31, 2026 which has not been recognized in the financial statements, and is subject to the approval of shareholders in the Annual General Meeting.

(b) Nature and purpose of other equity are given below:

(i) Capital Redemption Reserve

The Capital Redemption Reserve (CRR) is created in accordance with the provisions of the Companies Act, 2013, when the Company buys back its own shares out of free reserves or securities premium. The amount transferred to the CRR is equivalent to the nominal value of the shares bought back. This reserve is maintained to ensure that the Company's capital base remains intact and can be utilized only for the purpose of issuing fully paid bonus shares in future.

(ii) Securities Premium Account

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized during buyback of shares in accordance with the provision of the Companies Act.

(iii) Stock Options Outstanding

"The ESOP Reserve represents the equity-settled share-based payment expense recognized in accordance with

the applicable accounting standards. This reserve is created to account for stock options granted to eligible employees under the Company's Employee Stock Option Plan (ESOP). The reserve reflects the cumulative amount of employee compensation cost recognized in respect of outstanding options granted."

(iv) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

(v) Retained Earnings

Amount of retained earnings represents accumulated profit and losses of the Company as on reporting date. Such profits and losses are after adjustment of payment of dividend, transfer to any reserves as statutorily required. Actuarial Gain or loss arising out of actuarial valuation is immediately transferred to Retained Earnings.

(vi) Actuarial Gain/(Loss) on Defined Benefit Obligations

Actuarial gain or loss refers to the difference between the actual outcome of a defined benefit plan (gratuity) and the expected outcome based on actuarial assumptions.

(c) Movement of each item of other equity is presented in the Statement of Changes in Equity.

(a) Secured by equitable mortgage of:

i. Units 3, 4 and 7, Building No. 3, Millennium Business Park, Mahape, Navi Mumbai (carpet area of approximately 1,873.80 sq. ft. each).

ii. Units 307 and 308, Building No. 3, Millennium Business Park, Mahape, Navi Mumbai (carpet area of approximately 1,835.93 sq. ft. each).

iii. Building No. A-4, Millennium Business Park, Mahape, Navi Mumbai (ground plus three upper floors; aggregate area approximately 44,957 sq. ft.).

iv. Personal Guarantee of promoter.

v. Term Loan I - 5 2500 lakhs carries interest at 8.25% per annum and is repayable in 8 quarterly instalments after a moratorium period of 12 months. Repayment will commence on July 10, 2026 and the loan

is scheduled to mature on July 09, 2028. Term Loan II - 5 2000 lakhs carries interest at 8.25% per annum and is repayable in 8 quarterly instalments after a moratorium period of 12 months. Repayment commenced on March 30, 2027 and the loan is scheduled to mature on March 30, 2029. The loan is secured by the following securities hypothecated/mortgaged in favour of Bank of Baroda:

(b) Secured by equitable mortgage of vehicles of the

Company. Term of the loan is as under:

i. 5 160 lakhs term loan brearing interest of 10.75% per annuam repayable in 47 equal monthly instalment and balance of 5 67 lakhs on 01/02/2029. Carrying value as at 31/03/2026 is 5 138 lakhs.

ii. 5 90 lakhs term loan brearing interest of 9.00% per annuam repayable in 48 equal monthly instalment completing on 01/10/2029. Carrying value as at 31/03/2026 is 5 87 lakhs.

(a) Following securities have been hypothicated to

IndusInd Bank:

i. FDRs of t 350 lakhs

ii. Personal Guarantee of Promoters

(b) Following securities have been hypothecated to

Bank of Baroda:

i. 1^st Pari-passu Charge by way of Hypothecation of entire current assets other than stock & book debts exclusively charged to Indian Bank both Present and future.

ii. Exclusive charge by way of Lien on cash Margin for Bank Guarantee and LC @10% in form of FDR in name of the Company.

iii. Equitable Mortgage of all that entire piece and parcel of Unit no. 3, 4, 7, 307 and 308, Building no. 3, Millenium Business Park, Sector No. 3, MBP-2, Mahape, Thane

iv. Equitable Mortgage of office premises no 13A, 13^th floor, Earnest House, Nariman Point, Mumbai - 400021.

v. Personal Guarantee of promoter

(c) Following securities have been hypothicated to

Union Bank of India:

i. First charge on property Office no. 405 & 406, 4^th Floor, Seepz, SEZ, M I D.C., Marol, Andheri-East, Mumbai

ii. First charge on property at Unit 1 & 2, 5^th Floor, Crystal, Sector V, Salt Lake, Kolkata

iii. First charge on property at Unit No. 301, 302 305 & 306 at Building No. 3, Sector 3, MBP, Mahape, Navi Mumbai

iv. First charge on liquid assets in the form of Fixed Deposits

v. Personal guarantee of Promoters

(d) refer Note 39(c) for balances with related parties.

Revenue recognition for fixed-price development contracts is based on the percentage-of-completion method. Invoicing to the clients is based on milestones as defined in the contract. This would result in the timing of revenue recognition being different from the timing of billing the customers. Unbilled revenue for fixed-price development contracts is classified as non-financial asset as the contractual right to consideration is dependent on completion of contractual milestones.

Trade receivable and unbilled revenues are presented net of impairment in the Balance Sheet.

Performance Obligations and Remaining Performance Obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on time-and-material basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialized and adjustments for currency.

The Company participates in various employee benefit plans. Post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Company's only obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks fall on the employee.

The expenditure for defined contribution plans is recognized as expense during the period when the employee provides service. Under a defined benefit plan, it is the Company's obligation to provide agreed benefits to the employees. The related actuarial and investment risks fall on the Company. The present value of the defined benefit obligations is calculated using the projected unit credit method.

Provident Fund:

Eligible employees of the company receive benefits from employee's provident fund Organization, which is a defined contribution plan. Both the eligible employee and the Company make monthly contributions to the provident fund plan equal to a specified percentage of the covered employee's salary. The remaining portion is contributed to the government-administered pension fund.

Gratuity:

The Company provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment with the Company.

Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each Balance Sheet date using the projected unit credit method.

The Company recognizes the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability. Gains and losses through re-measurements of the net defined benefit liability/(asset) are recognized in other comprehensive income and are not reclassified to profit or loss in subsequent periods. The actual return of the portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure the defined benefit obligation is recognized in other comprehensive income. The effect of any plan amendments are recognized in net profit in the Statement of Profit and Loss.

33. EMPLOYEE SHARE-BASED PAYMENT

The Company has formulated employee share-based payment schemes with the objective to reward the eligible employees of the company and its its subsidiary companies in India and abroad for their performance and to motivate them to contribute to the growth and profitability of the Company.

At the 26^th Annual General Meeting held on September 03, 2020, the Members of the Company approved 'ADSL -Employees Stock Option Plan 2020' ("ADSL ESOP 2020") under which the Company may grant upto 4,000,000 stock options at any time in one or more tranches. Each stock option, when exercised, would be converted into one fully paid-up equity share of face value of 5 5/- each of the Company. Maximum term of options granted will be 5 years from the date of respective vesting of options.

The ADSL ESOP 2020 is being administered and monitored by the Nomination and Remuneration Committee of the Board ("the Committee"). The stock option exercise price for each grant would be determine by the Committee which may be at discount to the market value but shall not be less than the face value of equity shares of the Company. There is no material change in the terms of the ADSL ESOP 2020 during current or previous financial year.

The range of exercise prices for stock options outstanding as at 31/03/2026 was 5 20 to 5 200 (31/03/2025: 5 20 to 5 200). The weighted average remaining contractual life for the stock options outstanding as at 31/03/2026 was 3.24 years (31/03/2025: 6.28 years). The weighted average share price at the date of exercise was 5 161.49 per share (31/03/2025: 5 238.22 per share).

The expected volatility was determined based on the historical share price volatility over the past period depending on life of the options granted which is indicative of future periods and which may not necessarily be the actual outcome.

Effect of Employee Share-Based Payment transactions on profit and loss for the period and on financial position:

For the year ended 31/03/2026, the Company recognized total expenses of 5 21 lakhs (31/03/2025: 5 52 lakhs) related to equity-settled share based transactions. During the year ended 31/03/2026, the Company has allotted 1,31,875 (31/03/2025: 10,87,400) fully paid-up equity shares of 5 5/- each of the Company on exercise of stock options for which the Company has realized 5 60 lakhs (31/03/2025: 5 388 lakhs) as exercise prices. Additionally 54,400 stock options were exercised during the year. However allotment was done on 6^th April, 2026.

Dyring the year ended 31/03/2026, the Company has received Nil (31/03/2025: 5 222 lakhs) from its subsidiaries towards share-based payments for grant of stock options to their employees under ADSL ESOP 2020 which is netted off with employee share-based payments expenses.

34. SEGMENT REPORTING

The Company is primarily engaged in the business of designing, developing, deploying digital solutions and delivering end-to-end IT infrastructure services. In accordance with Ind AS 108 "Operating Segments", the Company has presented segment information on the basis of its consolidated financial statements which forms a part of this report.

36. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

The estimated fair value of the Company's financial instruments is based on market prices and valuation techniques. Valuations are made with the objective to include relevant factors that market participants would consider in setting a price, and to apply accepted economic and financial methodologies for the pricing of financial instruments. References for less active markets are carefully reviewed to establish relevant and comparable data.

(b) Fair Value Hierarchy

Financial assets and financial liabilities measured at fair value in the balance sheet are categorized into three levels of fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted market prices in active markets for financial instruments.

Level 2: Inputs other than quoted market prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly.

Level 3: Unobservable input for the assets or liabilities.

(ii) Since the carrying amount of current financial assets and financial liabilities carried at amortized cost are reasonable approximation of their fair values, hence fair values disclosure for the same have not been disclosed.

37. FINANCIAL RISK MANAGEMENT

The Company's activities exposes it to various risks such as Market risk, Credit risk and Liquidity risk. This section explains the risks which the Company is exposed to and how it manages the risks.

(a) Market risk

The Company being engaged in IT Consulting & Software Services does not use any commodity for its business activities. Consequently, the Company is not exposed to any commodity price risk.

The Company is exposed to foreign exchange fluctuations risks on account of receivables from export of services to its foreign subsidiary companies as well as payables towards borrowings in foreign exchange from a bank. The Company has put in place internal hedging mechanism to mitigate the risks arising on account of this.

(b) Liquidity Risk

The Company's financial discipline and prudence is reflected in the strong credit ratings of its debts. CRISIL

Ratings has assigned a long-term rating of 'CRISIL BBB ' (CRISIL triple B ) and a short-term rating of 'CRISIL BBB ' (CRISIL triple B ) to its bank facilities. The outlook is 'Stable'.

The Company determines its liquidity requirements in the short, medium and long term. This is done by drawing up cash forecast for short and medium term requirements and strategic financing plans for long term needs.

The Company manages its liquidity risk in a manner so as to meet its normal financial obligations without any significant delay or stress. Such risk is managed through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalent position. The management has adopted a policy of managing assets with liquidity in mind and monitoring future cash flows and liquidity on a regular basis.

Maturity Analysis

The table below shows the Company's financial liabilities into relevant maturity groupings based on their contractual maturities as at 31/03/2026. The Amount disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

(c) Credit Risk

Credit risks is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligation, and arises principally from the Company's receivables from customers.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information.

(i) Expected credit losses

The Company recognizes lifetime expected credit losses on trade receivables using a simplified approach, wherein Company has defined percentage of provision by analyzing historical trend of default relevant based on the criteria defined above. And such provision percentage determined have been 'considered to recognize life time expected credit losses on trade receivables (other than those where default criteria are met).

38. CAPITAL MANAGEMENT

The Company's capital management is intended to create value for shareholders by facilitating the meeting of longterm and short-term goals of the Company. The Company determines the amount of capital required based on its annual business plan and also taking consideration into any long-term strategic investment and expansion plans. The funding needs are met through equity and internal cash generation from operations.

(b) The Company does not have any transactions or balance outstanding with a company struck-off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

(c) None of the title deed of the immovable properties pending for transfer as at current or previous year end.

(d) No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(e) The Company have not been declared willful defaulter by any bank or financial institution or government or any government authority.

(f) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(g) There is no undisclosed income under the Income Tax Act, 1961 for the year ending March 31, 2026 and March 31, 2025 which needs to be recorded in the books of account.

(h) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(i) The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

(j) There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(k) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(is), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(l) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(m) The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts except incase of quarter ended March 31, 2026 where the Company has filed provisional statement with the bank and the final statement will be submitted to the bank after finalization of audited financial statements.

(n) The Company has not done revaluation of any of its property, plant and equipment, right-of-use assets, intangible assets and investment property during current and previous year.

(o) . The Company does not have any long term contracts

including derivatives contracts as at March 31, 2026 wherein the company is required to make provision towards any foreseable losses (March 31, 2025 - Nil)

42. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

The management has evaluated all the activities of the Company from balance sheet date to till May 21, 2026, the board meeting date, and has not been noted any event that required to be adjusted or disclosed.

43. During the year, the Company used two accounting software in which the audit trail functionality was not enabled. Consequently, the requirement for retention of audit trail could not be ensured. The management is in the process of evaluating either upgrading the existing versions or migrating to alternative software, as feasible, to ensure compliance going forward.

44 .Trade receivable, Trade payable, Loans & Advances balances are subject to confirmation & reconciliation and difference, if any ascertained on the basis of reconciliation. In the opinion of the management, difference, if any will not have any material impact on the financial statement.