Your Directors have pleasure in presenting the 38^th (Thirty Eighth) Annual Report together with the Audited Financial Statements of
DiGiSPICE Technologies Limited ('the Company' or 'DiGiSPICE') for F.Y. 2025-26.

Financial Highlights

The consolidated and standalone financial performance of the Company for the financial year ended March 31, 2026 is summarized
below:

The Company at the consolidated level, achieved a total income (from continuing operations) of Rs. 48,926.15 Lakhs during F.Y. 2025¬
26 as against Rs. 47,326.67 Lakhs for F.Y. 2024-25. The profit after tax at the consolidated level (from continuing and discontinued
operations) for F.Y. 2025-26 was Rs. 1,926.20 Lakhs as against loss after tax of Rs. (3,888.50) Lakhs in F.Y. 2024-25.

Business, Performance Review and State of the Company Affairs

During F.Y. 2025-26, the Company through its material subsidiary, Spice Money Limited ('SML') has engaged in financial technology
services including AePS & m-ATM, cash deposit, cash collection, account opening, lending services, PPI, wallet-based UPI app, bill
payment services and other related services. As of March 2026, SML's agent network had grown to over 1.7 million agents across 2.6
lakh villages and 6,475 blocks, facilitating a significant increase in gross transaction value. The company's financial services platform
is designed to empower rural India with accessible credit and digital financial solutions.

The status of continued operations and matters related thereto have been provided in detail under the Management Discussion and
Analysis Report forming part of this Report.

Scheme of Arrangement

In the matter of proposed Scheme of Amalgamation by way
of Merger proposed to be made between the Spice Money
Limited ('Transferor Company 1'), E-Arth Travel Solutions Private
Limited ('Transferor Company 2'), Vikasni Fintech Private Limited
('Transferor Company 3') and DiGiSPICE Technologies Limited
('the Transferee Company') and their respective shareholders
and creditors (hereinafter referred to as the 'Scheme') pursuant
to the provisions of Sections 230-232 of the Companies Act,
2013 (the 'Act') and the other applicable provisions thereof,
following developments have taken in place:

1) The Company has obtained NOC from BSE and NSE on
September 18, 2025 and September 19, 2025 respectively.

2) The Company had filed first motion petition with NCLT on
March 7, 2026.

3) As per the order of NCLT dated April 22, 2026, the
shareholders meeting was held on July 13, 2026.

4) The Company has now filed second motion application
before the Hon'ble National Company Law Tribunal,
Principal Bench, New Delhi on July 24, 2026.

Holding Company

As on March 31, 2026, Spice Connect Private Limited, the
Holding Company, held 72.27% of the issued, subscribed and
paid-up share capital of the Company.

Subsidiary Companies, Joint Ventures or Associate
Companies

During F.Y.2025-26, Spice Digital FZCO (a company incorporated
in Dubai and a wholly owned step-down subsidiary company)
was wound-up and dissolved w.e.f April 18, 2025.

As on March 31,2026, the Company had total 17 subsidiaries (6
direct subsidiaries and 11 step down subsidiaries), out of which
14 companies are registered outside India. Additionally, the
Company has 2 associate Companies.

Acquisition of Class B Shares in Spice Money Limited,
material subsidiary of the Company

The Company had acquired 8,69,030 Class B (100% of class B
Shares) Shares in Spice Money Limited from Sood Informatics
LLP ('SIL'), the intimation of which has duly been filed on the
stock exchange(s).

Highlights of Performance of Subsidiaries, Associates and
Joint Ventures

Spice Money Limited, material subsidiary of the Company,
achieved a total income of Rs. 48,460.16 Lakhs during F.Y. 2025¬
26 (F.Y. 2024-25: Rs. 46,759.12 Lakhs). It reported a net profit of
Rs. 2,154.26 Lakhs during F.Y. 2025-26 (F.Y. 2024-25: net profit
of Rs. 1,482.39 Lakhs).

Pursuant to provisions of Section 129(3) of the Act and Indian
Accounting Standard - 110, issued by the Institute of Chartered

Accountants of India, the Consolidated Financial Statements of
the Company and of all the subsidiaries & associate companies
has been prepared and presented and forms part of the Annual
Report.

The salient features of the performance and financial position of
each of the subsidiaries and associate companies are given in
Form AOC-1 annexed to the Consolidated Financial Statements
for F.Y. 2025-26 and forms an integral part of the Annual
Report. Further, Additional information pursuant to schedule
III of Companies Act, 2013 i.e. "General instructions for the
preparation of consolidated financial statement", has been
provided in note 41 of the Consolidated Financial Statements.

The Standalone Financial Statements/ Annual Accounts of each
of subsidiary Company have been uploaded on the Company's
website at www.digispice.com.

Cash Flow Statement

In conformity with the provisions of the Act and Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 ('Listing Regulations'), the Cash Flow
Statement for F.Y. 2025-26, as prepared under the provisions
of Indian Accounting Standard - 7 notified under provisions of
Section 133 of the Act, is attached as a part of the Financial
Statements of the Company.

Share Capital

As on March 31, 2026, the authorized capital of the Company
stood at Rs. 12,405 Lakhs divided into 41,35,00,000 equity
shares of Rs. 3/- each.

During F.Y. 2025-26, the Company has issued and allotted
8,48,000 equity shares of Rs.3/- each under DTL ESOP Plan. As
on March 31,2026, paid-up equity share capital of the Company
was Rs.7034.13 Lakhs (divided into 23,44,71,106 fully paid-up
equity shares of Rs. 3/- each).

After the close of F.Y. 2025-26, the Company has allotted
2,00,000 equity shares of Rs. 3/- each under DTL ESOP Plan, till
the date of this report. Consequently, the paid-up equity share
capital of the Company has increased to Rs. 7040.13 Lakhs
(divided into 23,46,71,106 fully paid-up equity shares of Rs. 3/-
each) as on date of this report.

The shares so allotted rank pari-passu with the existing share
capital of the Company.

Reserves

The Company has not transferred any amount to the Reserves
for F.Y. 2025-26.

Dividend

During F.Y. 2025-26, your Directors do not recommend any
dividend.

The 'Dividend Distribution Policy' in terms of the Regulation 43A
of the Listing Regulations is available on the Company's website
at:https://investorrelations.digispice.com/articles/845005173
Dividend%20Distribution%20Policy.pdf

Transfer of unclaimed dividend and equity shares to Investor
Education and Protection Fund ('IEPF')

Pursuant to provisions of Sections 124 and 125 of the Act read
with IEPF Rules, dividend which remains unpaid/ unclaimed for a
period of seven years from the date of its transfer to the unpaid
dividend account is liable to be transferred to the IEPF Authority
established by the Central Government of India. Further, all
shares in respect of which dividend has not been en-cashed or
claimed by the shareholders for seven consecutive years or more
from the date of declaration are also liable to be transferred to
the IEPF Authority. As on March 31, 2026, 8,91,180 (Eight Lakh
Ninety one Thousand One Hundred and Eighty) shares of the
Company were lying in demat A/c of IEPF Authority.

The final dividend declared on September 27, 2019 for the
F.Y. 2018-19 will be transferred to IEPF within 30 days from
due date, i.e. November 1, 2026. An intimation letter dated
July 23, 2026, has been dispatched to all concerned shareholders
whose dividend declared for the Financial Year 2018-19 has
remained unpaid or unclaimed. The underlying equity shares
corresponding to such unpaid/ unclaimed dividends are liable
to be transferred to the IEPF. The Shareholders may claim their
unpaid/ unclaimed dividend, if any, on or before October 15,
2026 by sending request to the RTA of the Company, after which
shares whether held in physical form or demat form shall be
mandatorily transferred to IEPF.

The shareholder-wise details of the unpaid and unclaimed
dividend lying with the Company are uploaded and available on
website of the Company at the link:

https://investorrelations.digispice.com/information.

php?page=unclaimed-dividend.

The shareholders whose dividends/ shares have been
transferred to IEPF Authority during any previous years, may
claim such dividends/ shares from IEPF Authority by following
the procedure as detailed on website of IEPF:

https://www.iepf.gov.in/bin/dms/getdocu-

ment?mds=KqCPvkR7Isbyu5mvLKJAdA%253D%253D&-

type=open

Mr. Pankaj Arora, Company Secretary is the nodal officer of the
Company pursuant to Rule 7(2A) of the IEPF Rules. Contact
details of nodal officer are available on website of the Company
at link:

https://investorrelations.digispice.com/information.

php?page=nodal-officer.

Listing of Securities

The Equity Shares of the Company are presently listed on BSE
Limited ('BSE') and the National Stock Exchange of India Limited
('NSE'). The Annual Listing Fee for F.Y. 2026-27 has been paid to
both the Stock Exchanges.

Directors and Key Managerial Personnel ('KMP')

At present, Mr. Pankaj Arora, Whole-time Director and Company
Secretary, Mr. Sanjeev Kumar, Chief Financial Officer are
designated as the KMP of the Company in compliance with
provisions of Section 203 of the Act.

The changes in Directors and KMP during F.Y. 2025-26, are as
under:

1. Mr. Subramanian Murali resigned from the Board w.e.f. April
30, 2025;

2. Mr. Ramesh Venkataraman has been appointed as Non¬
Executive Non-Independent Director of the Company w.e.f.
May 12, 2025;

3. Mr. Sanjeev Kumar has been appointed as Chief Financial
Officer of the Company w.e.f. May 23, 2025;

4. Mr. Venkatramu Jayanthi resigned from the Board w.e.f.
August 6, 2025;

5. Mr. Mayank Jain resigned from the Board w.e.f. August 12,
2025;

6. Ms. Ruchi Mehta resigned from the position of Company
Secretary and Compliance Officer of the Company w.e.f.
February 4, 2026; and

7. Mr. Pankaj Arora was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. February 5, 2026

After closure of the F.Y. 2025-26, following changes have taken
place:

1. Mr. Rohit Ahuja resigned from the Board w.e.f. May 4, 2026;
and

2. Mr. Pankaj Arora has been appointed as Additional Director
in the category of Executive Director w.e.f. August 1,2026.

Mr. Dilip Modi, who is liable to retire by rotation at the ensuing
Annual General Meeting ('AGM'), being eligible, has offer
himself for re-appointment.

As required under Regulation 36 of the Listing Regulations,
the relevant provisions of the Act and Secretarial Standard on
General Meetings, a brief resume, nature of expertise/ details
of experience and other Directorships etc. of Mr. Dilip Modi and
Mr. Pankaj Arora, forms part of the Notice convening the 38th
AGM.

Pursuant to the Regulation 34 read with Schedule V of the Listing
Regulations, the Company has obtained a certificate from a
Company Secretary in Practice, that none of the directors on the
board of the Company have been debarred or disqualified from
being appointed or continuing as director of Companies by
SEBI/ MCA or any such statutory authority, and said certificate
forms a part of this annual report.

Detailed profiles of the Directors are available on the Company's
website at:https://investorrelations.digispice.com/information.
php?page=board-of-directors

None of the whole time director of the Company receives any
salary from any of the holding / subsidiary(ies) of the Company.

Independent Directors

In terms with Section 149(7) of the Companies Act, 2013 read
with Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Independent
Directors of the Company have submitted declarations that
they meet the criteria of Independence as provided in Section
149(6) of the Companies Act, 2013 read with Regulation 16(1)(b)
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Independent Directors have also complied with the Code
for Independent Directors as per Schedule IV of the Companies
Act, 2013 and has complied with Code of Conduct for directors
and senior management personnel. All our Independent
Directors are registered in the Independent Director's Databank.

Meeting of Independent Directors

Two separate meetings of the Independent Directors were held
on September 1, 2025 and February 12, 2026, without the
presence of Non-Independent Directors and the members of
management. Independent Directors discussed, inter-alia, the
performance of Non-Executive Non-Independent Directors
including the Chairman of the Company, Executive Director and
the Board as a whole and also the quality, quantity and timeliness
of flow of information between the Company's Management
and the Board.

The Independent Directors gave their detailed feedback on the
Board evaluation and performance of the directors evaluated by
them and made suggestions for further improvement.

Performance Evaluation of the Board, its Committees and
Individual Directors

Pursuant to applicable provisions of the Act and relevant
provisions of the Listing Regulations, the Board, in consultation
with NRC, has formulated a framework containing, inter-alia,
the criteria for performance evaluation of the entire Board of
the Company, its committees and individual Directors, including
Independent Directors. During the year, the said criteria were
reviewed by the NRC and the Committee decided to continue
with the same criteria for evaluation purpose.

A structured questionnaire has been prepared, covering various
aspects of the functioning of the Board and its committees, such
as, adequacy of the constitution and composition of the Board
and its committees, discharge of role and responsibilities by the
Board and its committees, succession plan for Board Members
and Senior Management, frequency of the meetings, regulatory
compliances and Corporate Governance, etc. Similarly, for
evaluation of individual director's performance including
for Independent Directors, the questionnaire covers various
aspects like his/her attendance at the meetings of Board and its
committees, contribution in the Board and committee meetings,
execution and performance of specific duties, obligations,
regulatory compliances and governance, adequate and timely
disclosures, etc.

The Board has carried out formal annual evaluation for F.Y. 2025¬
26 of performance of every director including the Executive
Director, its own performance and those of its committees,
by way of internal assessment. The performance evaluation
of the Independent Directors has been done by the entire
Board, excluding the Director being evaluated on the basis of
performance and fulfillment of the independence criteria as
specified under the Act and the Listing Regulations.

Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination
& Remuneration Committee, laid down a Nomination &
Remuneration Policy for selection and appointment of the
Directors, Key Managerial Personnel and Senior Management
and their remuneration. The extract of the Nomination and
Remuneration Policy covering the salient features is provided
in the Corporate Governance Report forming part of Board's
Report.

The Nomination & Remuneration Policy of the Company is
available on the website of the Company at www.digispice.com.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with
rules made thereunder, S.R. Batliboi & Co. LLP (ICAI Firm
Registration No. 301003E/E300005), have been appointed
as the Statutory Auditors of the Company to hold office for a
period of five consecutive years from the conclusion of the 35^th
AGM till the conclusion of 40^th AGM of the Company to be held
in the calendar year 2028.

Auditors' Report

The Auditors' Reports for F.Y. 2025-26 do not contain any
qualification, reservation, adverse remark or disclaimer requiring
Board to comment thereon in their report. This Report is
enclosed with the Financial Statements forming part of this
Annual Report.

Secretarial Auditor

Pursuant to the requirements under Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Shareholders of the Company at the AGM held on September
29, 2025 had appointed M/s. Sanjay Grover & Associates,
Company Secretaries as Secretarial Auditor of the Company
to conduct secretarial audit for a term of 5 (five) consecutive
years, from F.Y. 2025-26 to F.Y. 2029-30. Secretarial Audit Report
given by Secretarial Auditors for F.Y. 2025-26 is annexed with
the report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

Pursuant to Regulation 24A of the Listing Regulations, every
listed company is required to annex with its annual report the
Secretarial Audit Report of its material subsidiaries incorporated
in India.

In compliance with this provision, the Secretarial Audit Report
for F.Y. 2025-26 of Spice Money Limited, a material subsidiary
of the Company, has been duly annexed and forms an integral
part of this Annual Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended
March 31,2026 on compliance of all applicable SEBI Regulations
and circulars/ guidelines issued thereunder, was obtained from
M/s. Jitendra Kumar & Associates, Company Secretaries.

Reporting of frauds

During F.Y. 2025-26, no incidence of fraud as defined under
provisions of Section 143(12) of the Act, which is required to be
disclosed under Section 134(3)(ca) of the Act, has been reported
by the Statutory Auditors and Secretarial Auditors to the Audit
Committee or Board.

Internal Auditors

The Board, on the recommendation of Audit Committee, in
its meeting held on May 13, 2026, re-appointed T R Chadha
& Co LLP, Chartered Accountants, as Internal Auditors of the
Company for the F.Y. 2026-27.

The Internal Auditors directly reports to the Audit Committee.

Meetings of the Board of Directors

During the F.Y. 2025-26, 7 (seven) Board meetings were convened
and held. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The details of all Board/ Committee meetings held are
given in the Corporate Governance Report.

Committees of the Board of Directors

Pursuant to requirement under Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has constituted various Committees
of Board such as Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee and Risk
Management Committee.

The details of composition and terms of reference of these
Committees are mentioned in the Corporate Governance
Report.

All the recommendations made by the Audit committee were
accepted by the Board.

Risk Management

The Company has a Risk Management Policy in place, which
establishes a structured and disciplined approach to risk
management, in order to guide management on risk related
issues. The policy lays down the principles and procedures to
identify, evaluate, monitor and minimize the risk associated
with the business of the Company. As a good practice, the
management regularly identifies the risks associated with
operations of the Company and implements the risk control
system and processes.

The Company has constituted a Risk Management Committee
('RMC') which has been entrusted with responsibility of
monitoring and reviewing the Risk Management Policy and
framework, ensuring that appropriate methodologies, processes
and systems are in place and recommending to the Board any
amendments or modifications thereof. The constitution of the
RMC has been provided in the Corporate Governance Report.

The Board, on recommendation of the Audit Committee ('AC')
and RMC, reviews the major risks associated with the business of
the Company and ensures that appropriate systems/ frameworks
for risk management are in place.

The AC also evaluates and oversees risk management framework
relating to financial reporting process, disclosures of financial
information, internal controls, compliance, financial and risk
management policies.

A detailed disclosure on various Risk factors associated with
businesses of the Company is given in Management Discussion
and Analysis Report.

Internal Financial Controls

The Company has robust internal financial control ('IFC') system
which commensurate with its size and nature of its operations to
ensure proper recording of financial and operational information
and compliance of various internal controls and other regulatory
and statutory compliances. Self-certification exercise is also
conducted by which senior management certifies effectiveness
of the internal control system of the Company.

Findings of the Internal Audit Report are reviewed by the top
management and by the Audit Committee invariably and proper
follow up actions are ensured, wherever required.

The Audit Committee ensures that the Company maintains
effective risk management and internal control systems and
processes. It provides its feedback and recommendation on the
relevant matters to the Board.

The Statutory Auditors and Internal Auditors also evaluate the
system of Internal Controls of the Company and report to the
Audit Committee. Appropriate steps are taken to bridge the
gaps observed by them. In opinion of the Statutory Auditors,
the Company has, in all material respects, an adequate internal
financial controls system with reference to financial statements
and such internal financial controls with reference to financial
statements were operating effectively as at March 31,2026.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the
Act, the Directors would like to state and confirm that executive
management has assured the board that:

a) In preparation of the financial statement for the financial year
ended March 31, 2026, applicable accounting standards
had been followed along with proper explanation relating
to material departures, if any;

b) Such accounting policies had been selected and applied
consistently and judgments and estimates made that are
reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2026 and
of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting
fraud and other irregularities;

d) The annual accounts have been prepared on a going
concern basis;

e) Internal financial controls had been laid down and followed
by the company and that such internal financial controls are
adequate and were operating effectively; and

f) Proper systems had been devised to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

The financial statements have been prepared in accordance
with the Indian Accounting Standards (Ind-AS) prescribed
under provisions of Section 133 of the Act read with rules made
thereunder.

These affirmations are based on the system of Company on
internal control and compliance, the report of internal, statutory
and secretarial auditors, including the audit of internal financial
controls over financial reporting by the statutory auditors and
the reviews performed by management and the relevant board
committees, including the audit committee.

Management Discussion and Analysis Report

In terms of Regulation 34 of the Listing Regulations, Management
Discussion and Analysis ('MDA') Report is presented in a separate
section, forming part of the Annual Report.

Corporate Governance Report

A separate report on Corporate Governance ('CGR') is enclosed
as part of this Annual Report.

Annual Return

In accordance with the provisions of Sections 92(3) and 134(3)(a)
of the Act, the Annual Return (Form MGT-7) for F.Y. 2025-26, is
available on the Company's website at link

https://investorrelations.digispice.com/documents/148084112

Annual-Return-2025-26.pdf

Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments made under
provisions of Section 186 of the Act are provided in the Note 38
of the Standalone Financial Statements.

Public Deposits

During F.Y. 2025-26, the Company has neither accepted nor
renewed any deposits in terms of Chapter V of the Act and no
amount of interest or principal was outstanding as on March 31,
2026.

Particular of Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the
Company during the financial year with related parties were in

the ordinary course of business and on an arm's length basis and
do not attract the provisions of Section 188 of the Companies
Act, 2013. During the year, the Company did not enter into any
contract/ arrangement/ transaction with related parties which
could be considered material in accordance with the policy of
the Company on materiality of related party transactions.

Suitable disclosures as required by the Indian Accounting
Standards have been made in the notes to the financial
statements. The policy on related party transactions as approved
by the Board is uploaded on the Company's website.

Vigil Mechanism

Pursuant to provisions of Section 177 of the Act, Regulation
22 of the Listing Regulations and Regulation 9A(6) of the SEBI
(Prohibition of Insider Trading) Regulations, 2015, the Company
has established 'Vigil Mechanism/ Whistle Blower Policy' for
Directors and Employees and other stakeholders.

This Policy has been established with a view to provide a tool to
directors and employees of the Company and other stakeholders
to report, to the management, genuine concerns including
unethical behavior, actual or suspected fraud or violation of
the Code of Conduct of the Company. This Policy outlines the
procedures for reporting, handling, investigating and deciding
on the course of action to be taken in case inappropriate conduct
is noticed or suspected.

This Policy also provides for adequate safeguards against
victimisation of director(s) or employee(s) or any other person
who avails the mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The
Audit Committee is authorized to oversee the Vigil Mechanism/
Whistle Blower Policy in the Company. The Company has not
received any concerns/grievances under the said policy during
the year under review.

The Vigil mechanism/Whistle Blower Policy is available on the
Company's website at the linkhttps://investorrelations.digispice.
com/files/SML-WBP-01-04-2019.pdf

Employees Stock Option Plan

The Company has Employee Stock Option Plan named 'DTL
Employees Stock Option Plan - 2018' for the Employees of the
Company, and of a group company including subsidiary or its
associate company, or of a holding company of the Company.
The DTL ESOP Plan is administered by the NRC.

The NRC in its meeting(s) held on September 18, 2018, February
5, 2019, August 1,2022 and August 8, 2024 had granted Options
under DTL Employees Stock Option Scheme - 2018 ('DTL ESOP
Scheme') to eligible employees. Details of the said ESOPs have
been provided in note 35 of Standalone Financial Statements.

The amended ESOP plan of the company is available at

https://investorrelations.digispice.com/articles/943665477

Employee-Stock-Option-Scheme-Documents.pdf.

The Certificate issued by the Secretarial Auditors of the
Company as required under Regulation 13 of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021,

confirming that the ESOP Scheme has been implemented
in accordance with the said Regulations and the resolutions
passed by the members, would be made available at the AGM
for inspection by members.

The applicable disclosures as on March 31, 2026, as stipulated
under the aforesaid Regulations, with regard to the ESOP
Scheme of the Company are available on the website of the
Company at

https://investorrelations.digispice.com/articles/2130425088

Directors-Report-ESOP-Disclosure-2026.pdf

Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, the details
of remuneration and other details of the Directors, KMP and
employees as mentioned under the said rule is annexed as
Annexure - I which forms part of this report.

Prevention of Sexual Harassment

The Company has consistently been putting its effort to create a
safe working environment for every employee particularly women
employees. Towards this effort and as per requirement under
the Sexual Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013, as amended, ('POSH Act')
the Company has put in place a Policy on 'Prevention of Sexual
Harassment at Workplace'. The Company has complied with
the provisions relating to the constitution of Internal Committee
during the F.Y. 2025-26. However, in view of the number of
employees falling below the minimum threshold, requirement
to constitute Internal Committee is no longer applicable to the
Company.

The details of complaints filed, disposed of and pending as
on March 31, 2026 is provided in the Corporate Governance
Report.

Significant and Material Orders passed by the Regulators,
Courts or Tribunal

No significant and material orders were passed by the
Regulators, Courts or Tribunals impacting the going concern
status and Company's operations in future.

Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo

The information pursuant to provisions of Section 134 of the Act
read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
as amended, related to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo is attached
as Annexure - II.

Compliance with Secretarial Standards

The Company has complied with the provisions of SS - 1 and
SS - 2 issued by the Institute of Company Secretaries of India.

The Code on Social Security, 2020 -Maternity Benefit

The Company is in compliance with the applicable provisions
relating to maternity benefits as prescribed under the Maternity
Benefit Act, 1961/ the Code on Social Security, 2020.

Material changes and commitments, if any, affecting the
financial position of the Company which have occurred
between the end of the financial year of the Company to
which the financial statements relate and the date of the
Report

No material changes and commitments affecting the financial
position of the Company occurred between the end of the
financial year to which these financial statements relate and the
date of this Report.

Provisions not applicable to the Company:

a) Proceeding pending under the Insolvency and Bankruptcy

Code, 2016

There is no proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

b) Business Responsibility & Sustainability Report ('BRSR')

The provisions of BRSR are presently not applicable to
the Company, however, the Company is aligned with the
significance of environmental, social and governance issues
and continues to align its operations accordingly.

c) Corporate Social Responsibility ('CSR')

The provisions of CSR are presently not applicable to the
Company.

d) Disclosure of maintenance of Cost Records

The Company is not required to maintain cost records as
specified by the Central Government under sub-section (1)
of section 148 of the Companies Act, 2013, and accordingly
such accounts and records are also not required to be made
and maintained,

e) The 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

There is no such instance.

Acknowledgements

Your Directors would like to express their grateful appreciation
for continued support received from the Banks, Government
Authorities, Customers, Vendors and Members during the year
under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services of the
employees of the Company and its subsidiaries at all levels.

For and on behalf of the Board of Directors of
DiGiSPICE Technologies Limited

Dilip Modi

Date: August 5, 2026 Chairman

Place: Noida (DIN-00029062)