డైరెక్టర్ల నివేదిక Digitide Solutions Ltd.

The Board of Directors takes great pleasure in presenting the (2^nd) Second Annual Report on the financial and
operational performance of Digitide Solutions Limited (“Digitide” / “the Company”) and the Audited Financial
Statements for the year ended March 31, 2026 (“the year under review” or “the year” or “FY26”), together with
the Auditor’s Report thereon in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”)
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).

This report covers the financial results for the FY26 and other developments up to the date of approval of this
report in the Board meeting held on May 18, 2026.

1. Financial Performance

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

(INR in millions)

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

2. Your Company''s journey has been
nothing short of remarkable - Significant
Developments

Incorporated on February 10, 2024, your
Company laid the foundations of a bold new
vision — one that took decisive shape on April
1, 2025, when it commenced independent
operations following the successful vesting and
transfer of the demerged business undertaking

pursuant to the Composite Scheme of
Arrangement amongst Quess Corp Limited
(the Demerged Company), your Company, and
Bluspring Enterprises Limited. A crowning
milestone soon followed, on June 11, 2025,
when, your Company achieved a landmark
moment with its listing on BSE Limited (Scrip
Code: 544413) and the National Stock
Exchange of India Limited (Symbol: DIGITIDE),
a moment that not only marked the Company''s
arrival in the public markets, but also created
wealth for all members who received shares as
part of the Composite Scheme of Arrangement.

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

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

In consideration of the transfer of business
undertaking as part of the Composite Scheme
of Arrangement, your Company has allotted
148,949,413 equity shares of INR 10/- each to
the shareholders of the Demerged Company/
Quess Corp Limited as on the record date i.e.
April 15, 2025, in the “Share Entitlement Ratio”

i.e. for every 1 equity share of face and paid-
up value of INR 10 each held in Demerged
Company; your Company has allotted 1 equity
share of face and paid-up value of INR 10 each”
and the previous 10,000 equity shares of INR
10/- each, of the Company which were allotted
to Demerged Company, were cancelled.

3. Transfer to Reserves

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

4. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

Pursuant to Sections 124 and 125 of the Act
read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ("IEPF Rules"), any
dividend, if not claimed by shareholders for a

period of seven years from the date of transfer
to unpaid Dividend Account of the Company
along with corresponding shares are liable
to be transferred to Investor Education and
Protection Fund (IEPF).

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

5. Dividend

The Board of Directors has not recommended
any dividend during the year under review.
In terms of Regulation 43A of the Listing
Regulations, the Board of Directors of the
Company has adopted a Dividend Distribution
Policy, which sets out the parameters and
circumstances to be considered by the Board
in determining the distribution of dividend to
its shareholders. These parameters include
Company’s distributable profits, utilization and
future plans, capital expenditure and such
other factors as may be considered by the
Board for optimum dividend pay-outs. The
Dividend Distribution Policy is available on
the Company’s website at https://digitide.com/
wp-content/uploads/2025/05/7.-Dividend-
Distribution-policy.pdf

6. Share Capital

During the year under review, the authorised
capital of the Company was increased from INR
1,000,000 divided into 100,000 equity shares
of INR 10 each to INR 1,750,000,000 divided
into 175,000,000 equity shares of INR 10 each
pursuant to the implementation of Clause 33.1
of the Composite Scheme of Arrangement.

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

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

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

7. Subsidiaries and Associate Companies

As on March 31, 2026, your Company has
five (5) subsidiaries and six (6) step-down
subsidiaries. During the reporting period, your
Company has incorporated a foreign wholly
owned subsidiary “Digitide IT Solutions L.L.C
S.O.C” in the mainland of Dubai, United Arab
Emirates on March 11, 2026. Apart from this
change, there has been no other change in
the status of subsidiary companies, and no
entity has ceased to be the subsidiary of the
Company.

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

In terms of Section 134 of the Act and Rule
8(1) of the Companies (Accounts) Rules, 2014,
the financial position and performance of the

subsidiaries are included in the Consolidated
Financial Statements.

Further, pursuant to the provisions of Section
136 of the Act, the standalone and consolidated
financial statements of the Company, along with
audited financial statements of the subsidiaries,
are available on the Company’s official website
at: https://digitide.com/investors-updates

The Company also has a policy for determining
the materiality of subsidiaries and the same is
uploaded on the Company’s website which can
be accessed using the following link- https://
digitide.com/wp-content/uploads/2025/04/
Policy-for-Determining-Material-Subsidiary.pdf

8. Board of Directors

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

The Company has a Non-Executive Chairman,
who is also one of the promoters, and
accordingly, the number of Independent
Directors is not less than half of the total
number of Directors on the Board of the
Company. A detailed update on the composition
of the Board and its Committees has been
given in the Report of Corporate Governance
forming part of this Report.

i. Director retiring by rotation

In accordance with the provisions
of Section 152 of the Act, read with
the rules made thereunder, Mr. Anish
Thurthi (DIN: 08713000), Non-Executive
Director is liable to retire by rotation at
the ensuing Annual General Meeting
("AGM") and being eligible, has offered
himself for re-appointment. Based on
the recommendation of the Nomination

and Remuneration Committee, the Board
has recommended his re-appointment
at the ensuing AGM. A resolution
seeking shareholders’ approval for his
re-appointment forms part of the AGM
Notice.

ii. Appointment and Resignation of
Directors

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

None of the Directors of the Company
is disqualified from being appointed as
Director as specified in Section 164(2) of
the Act and Rule 14(1) of the Companies
(Appointment and Qualification of
Directors) Rules. 2014.

A brief profile for each Director, detailing
their expertise and experience, is
available on the Company’s website
(www.digitide.com) at Board of Directors
- Digitide Solutions.

iii. Appointment of Key Managerial
Personnel

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

iv. Meetings of the Board and Committees
of the Board

During the year under review, the Board
of your Company met 7 (seven) times.
A detailed update on the Board and
its Committees'' composition, terms of
reference and the number of meetings
held during the year have been given
in the Report of Corporate Governance
forming part of this Report. During
the year under review, the Board has
accepted all the recommendations of the
Audit Committee.

v. Board Diversity and Policy on
Nomination and Remuneration

The Board of Directors values the
significance of diversity and firmly
believes that diversity of background,
gender, geography, expertise,
knowledge and perspectives, leads to
sharper and balanced decision-making
and sustainable development. The
Board is of the opinion that all Directors
including the Independent Directors
of the Company possess requisite
qualifications, integrity, expertise,
experience and such other criteria as
formulated through the Nomination and
Remuneration Policy of the Company.
The policy on Board Diversity has been
placed on the Company’s website at:
https://www.digitide.com/wp-content/
uploads/2025/05/3.-Policy-on-Board-
Diversity.pdf

In terms of the requirement of Section
178 of the Act and Regulation 19 of
the Listing Regulations, the Board of
Directors has adopted Policy on Board
Diversity and Policy on Nomination
and Remuneration. Pursuant to Section
134(3) of the Companies Act, 2013, the
Nomination and Remuneration policy
of the Company which lays down the
criteria for determining qualifications,
competencies, positive attributes and
independence for appointment of
Directors and policies of the Company
relating to remuneration of Directors,
KMP and other employees is available on

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

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

vi. Board Evaluation

Pursuant to Section 134 (3) and 178 of the
Act, the applicable Companies (Accounts)
Rules, 2014 and Listing Regulations,
annual performance evaluation was
conducted by way of a detailed and
structured questionnaire formulated
based on various performance
parameters and evaluation matrix.
Evaluation was separately carried out for
the Board as a whole and its committees,
all individual directors including
independent directors and chairman.

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

The Nomination and Remuneration
Committee also reviewed the
performance evaluation and its outcome.
The Board subsequently reviewed
the outcome of the Board evaluation
process. The Board also assessed the
fulfillment of the independence criteria
as specified in the Listing Regulations,
by the Independent Directors of the
Company and their independence from
the management.

vii. Familiarisation Programme

To facilitate smooth transition and
ensure effective participation in Board

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

The Company will continue to conduct
such programmes on a periodic basis
to update the Directors on significant
developments in the regulatory and
business landscape.

viii. Declaration by Independent Directors

Pursuant to Section 149(7) of the Act,
the Company has received declarations
from all Independent Directors
confirming that they meet the criteria of
independence as specified in Section
149(6) of the Act, as amended, read with
rules framed thereunder and Regulation
16(1)(b) of the Listing Regulations. In
terms of Regulation 25(8) of the Listing
Regulations, the Independent Directors
have confirmed that they are not aware
of any circumstance or situation which
exists or may be reasonably anticipated
that could impair or impact their ability to
discharge their duties with an objective
independent judgement without any
external influence and that they are
independent of the Management.

The Independent Directors have also
confirmed that they have complied with

the Company’s Code of Conduct and that
they are registered on the databank of
Independent Directors maintained by the
Indian Institute of Corporate Affairs and
that they are not debarred from holding
the office of director under any SEBI
order or any other such authority.

The Board of Directors of the Company
have taken on record the aforesaid
declarations and confirmations submitted
by the Independent Directors.

9. Audit & Auditorsa. Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered
Accountants (Firm Registration Number
008072S), have been appointed as the
statutory auditors of the Company to hold
office from the conclusion of the first Annual
General Meeting until the conclusion of the
sixth Annual General Meeting of the company
pursuant to Section 139 of the Act and the rules
framed thereunder. The Statutory Auditors
have confirmed that they are not disqualified
to continue as the Statutory Auditors and are
eligible to hold office as the Statutory Auditors
of your Company.

The report provided by the Statutory Auditor
on the financial statements of your Company
forms part of the Annual Report. The Statutory
Auditors have issued an unqualified/ unmodified
audit report on the annual accounts of your
Company for the year ended March 31, 2026.

Further, during the year under review, the
Auditors have not reported to the Audit
Committee any instances of fraud committed
against the Company by its officers or
employees under Section 143(12) of the Act
and therefore no details are required to be
disclosed under Section 134(3) (ca) of the Act.

b. Internal Auditors

M/s. Grant Thornton Bharat LLP were appointed
as the Internal Auditors of the Company for
the financial year 2025-26 by the Board upon
recommendation of the Audit Committee in its
meeting held on April 21, 2025.

Internal Auditors conduct audit assessment
based on the detailed internal audit plan
which is finalised in consultation with the
Audit Committee. Internal Auditors provide a
report to the Audit Committee and present all
major observations to the Audit Committee on
quarterly basis.

c. Secretarial Auditors

In terms of Regulation 24A of the Listing
Regulations, as amended and Section 204 of
the Act and rules made thereunder, the Board
of Directors, based on the recommendation of
the Audit Committee, proposed appointment
of Mr. Parameshwar G Bhat (Membership No.
F8860, C.P. No. 11004), Practicing Company
Secretaries as Secretarial Auditors for a term
of five (5) consecutive years commencing from
Financial Year 2025-26 until the Financial Year
ending March 31, 2030. The said appointment
was approved by the members at the First (1^st)
Annual General Meeting held on September 30,
2025. The Secretarial Auditors have confirmed
that they are not disqualified to continue as the
Secretarial Auditors and eligible to hold office
as the Secretarial Auditors of the Company.

The Secretarial Audit Report for financial
year ending March 31, 2026, is annexed as
Annexure - A and forms an integral part of
this Report. The Report does not contain any
qualification or adverse remark for the year
under review. During the year under review,
the Secretarial Auditors have not reported to
the Audit Committee any instances of fraud
committed against the Company by its officers
or employees under Section 143(12) of the Act
and therefore no details are required to be
disclosed under Section 134(3)(ca) of the Act.

Further, as per the amended Regulation 24A
of the Listing Regulations, the Secretarial
Compliance Report of the Company for
the financial year ended March 31, 2026, is
annexed as Annexure - B.

d. Cost Audit

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

10. Deposits

Your Company has not accepted any deposits
under Chapter V of the Act during the financial
year and as such, no amount on account of
principal or interest on deposits from public is
outstanding as on March 31, 2026.

11. Loans, Guarantees or Investments

Pursuant to Section 186 of the Act and Schedule
V to the Listing Regulations, disclosure on
particulars relating to Loans, Guarantees and
Investments are provided as part of the Notes
to financial statements.

12. Debentures:

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

13. Corporate Governance

A detailed report on Corporate Governance and
the Auditor’s Certificate regarding compliance
of conditions of Corporate Governance,
pursuant to the requirements of Regulation 34
of the Listing Regulations, forms part of this
Report.

14. Risk Management

Risk Management forms an essential pillar
of the Company''s governance and business
framework. In order to bring greater focus and
accountability to this function, the Board has
constituted a dedicated Risk Management
Committee, entrusted with supervision
on aspects related to risk management
and mitigation. The Committee''s mandate
encompasses the determination of the
Company''s risk framework, classification of
risk categories, formulation of action plans,
establishment of risk tolerance thresholds, and
development of comprehensive risk mitigation
strategies covering risk identification,
quantification, and evaluation.

The Risk Management Policy, duly approved
by the Board of Directors, is available on
the Company''s official website and may be
accessed at: https://digitide.com/wp-content/
uploads/2025/05/4.-Risk-Management-Policy.
pdf

A detailed analysis of the risks confronting the
Company, along with the strategies adopted
to address them, has been comprehensively
set out in the Management Discussion and
Analysis Report, which forms an integral part of
this Annual Report.

15. Internal Financial Control and Adequacy

The Company has established a robust
framework for internal financial controls with
adequate safeguards, procedures, and policies
to ensure orderly and efficient conduct of
business, adherence to Company policies,
and safeguarding of its assets. The Board has
adopted adequate policies and procedures for
prevention and detection of frauds and errors,
accuracy and completeness of accounting
records, and timely preparation of reliable
financial information.

Internal Audit is conducted by an independent
agency whose primary scope covers testing
and reviewing controls, appraisal of risks,
and evaluation of business processes. To
maintain independence, the Internal Auditor
reports directly to the Chairman of the Audit
Committee. The Internal Auditor diligently
monitors and evaluates the efficiency of the
Company''s Internal Control System, ensuring
adherence to applicable laws and accounting
policies. Management meticulously reviews
audit reports and implements corrective actions
to bolster controls. Summaries of periodic audit
findings are presented to the Audit Committee.

During the year under review, controls were
tested and no reportable material weaknesses
in their design or operation were observed.
Accordingly, the Board is of the opinion that
the Company''s internal financial controls were
adequate and effective during FY26. A full
assessment of their adequacy is included in the
Management Discussion and Analysis, which
forms part of this Report.

16. Related Party Transactions

All related party transactions entered during
the year were on an arm''s length basis and
in the ordinary course of business. Requisite
omnibus approvals have been obtained from

the Audit Committee for the related party
transactions which are repetitive in nature,
based on the criteria approved by the Board.
The Company has adopted a policy for
dealing with related party transactions
and the same is made available on the
Company''s website at https://www.digitide.
com/wp-content/uploads/2025/12/Digitide-
Policy-on-Criterial-for-determining-RPT-1.pdf.

Related Party Transactions entered with
wholly owned subsidiaries of the Company
are exempted under Section 188 of the Act.
Apart from this, there were no materially
significant related party transactions entered
by the Company during the year under review,
that required shareholders'' approval under
Regulation 23 of the Listing Regulations.

The Audit Committee reviews all transactions
entered by the Company pursuant to the
omnibus approvals granted on a quarterly
basis. Pursuant to Regulation 23(9) of the Listing
Regulations, the Company has filed half-yearly
reports on related party transactions with the
Stock Exchange(s).

Information on transactions with related
parties, if any, pursuant to Section 134(3)(h) of
the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Form AOC-
2 and the same forms part of this report as
Annexure C. Details pertaining to the related
party transactions entered during the year
under review are also provided in the notes to
the Financial Statements, forming part of this
Report. None of the Directors of the Company
have any pecuniary relationship or transactions
with the Company, other than disclosed in the
Corporate Governance Report forming part of
this report.

7. Vigil Mechanism / Whistle Blower Policy

In compliance with Section 177(9) of the Act
and Regulation 22 of Listing Regulations,
the Company has a Whistle Blower Policy
and has established the necessary vigil
mechanism for Directors and employees
in conformity with the above laws, to report
concerns about unethical behaviour, violations
of system, actual or suspected fraud or grave

misconduct by the employees. The details
of the Policy have been disclosed in the
Corporate Governance Report, which forms
part of this report and is also available on the
website of the Company at: https://digitide.
com/wp-content/uploads/2025/04/Whistle-
Blower-Policy.pdf

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

18. Sustainability

a. Corporate Social Responsibility

In compliance with the provisions of Section 135
of the Act, read with the Companies (Corporate
Social Responsibility Policy) Rules 2014, the
Company has established the CSR Committee,
which monitors and oversees various CSR
initiatives and activities of the Company. The
Company’s CSR initiatives and activities are
aligned to the requirements of Section 135 of
the Act. The CSR initiatives of the Company
are primarily carried out through the Quess
Foundation.

A brief outline of the CSR policy and the
initiatives undertaken by the Company on CSR
activities during the year under review are set
out in Annexure - D of this report in the format
prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014; whereas,
the CSR policy of the Company describing
the Company’s philosophy on CSR can be
accessed by following the link: https://digitide.
com/wp-content/uploads/2025/04/Corporate-
Social-Responsibility-Policy.pdf. The Policy
is formulated to meet the CSR objectives set
by the Company as well as the applicable
statutory requirements notified by the Ministry
of Corporate Affairs through the Companies
Act, 2013, and the rules and/ regulations
framed thereunder. There has been no change
in the policy during the year.

b. Business Responsibility and Sustainability
Report

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

c. Conservation of Energy, Technology

Absorption, Foreign Exchange Earnings and
Outgo

The Company, being in the service industry,
requires minimal energy consumption, and
every endeavour is made to ensure optimal
use of energy, avoid wastage and conserve
energy as far as possible.

The Company is a pioneer in technology and
has used information technology extensively in
its operations. The Company has an in-house
information technology team which constantly
works on the adoption and implementation
of new technology into the businesses of the
Company. Through digitization, automation,
and centralized data systems, we have been
able to significantly reduce our reliance on
paper and improve energy monitoring across
facilities.

The details of the earnings and expenditure in
foreign currency are given below:

• Expenditure in foreign currency: INR
252.23 million

• Earnings in foreign currency: INR 781.70
million

19. Particulars of Employees

The Company is required to give disclosures
relating to remuneration under Section 197(12)
of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, which is annexed as
Annexure - E and forms an integral part of this
Report.

The statement containing particulars of
employees employed throughout the year and
in receipt of remuneration of Rs.1.02 crore or
more per annum and employees employed for
part of the year and in receipt of remuneration
of Rs. 8.5 lakh or more per month, as required
under Section 197(12) of the Act, read with

Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, forms an integral part of this Report.
However, the same is not being sent along
with this Annual Report to the members of
the Company in line with the provision of
Section 136 of the Act. Members interested
in obtaining these particulars may write to the
Company Secretary at the Registered Office
of the Company. The aforesaid annexure is
also available for inspection by the members
at the Registered Office of the Company, 21
days before and up to the date of the ensuing
Annual General Meeting, during business

hours on working days.

20. Information Required under Sexual

Harassment of Women at Workplace

(Prevention, Prohibition & Redressal) Act, 2013

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

To comply with provisions of the Sexual

Harassment of Women at Workplace

(Prevention, Prohibition and Redressal)

Act, 2013 and rules framed thereunder, the
Company has formulated and implemented a
policy on prevention, prohibition and redressal
of complaints related to sexual harassment of
women at the workplace. The said policy has
been uploaded onto the internal portal of the
Company for information of all employees.

During the year, the Company conducted
awareness and sensitization sessions on
prevention of sexual harassment at workplace
for its employees and others at various
locations.

An Internal Complaints Committee (ICC)
has been constituted in line with the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013. The details of complaints received during
the year under review are detailed below:

(a) number of complaints of sexual
harassment received in the year: 9 (Nine)

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

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

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

21. Other Disclosures

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

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

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

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

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

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

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

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

Mr. Parameshwar G Bhat (Membership
No. F8860, C.P. No. 11004), Practicing
Company Secretary, has certified that
the said employee stock option plans of
the Company have been implemented in

accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity)
Regulations, 2021, and the resolutions
passed by the shareholders in this regard.

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

vi. Voting rights which are not directly exercised
by the employees in respect of shares for
the subscription/purchase of which loan
was given by your Company (as there is no
scheme pursuant to which such persons can
beneficially hold shares as envisaged under
Section 67(3)(c) of the Act) - Not Applicable.

vii. Statement by the Company with respect to the
compliance to the provisions relating to the
Maternity Benefits Act, 1961 - The Company
has complied with the provisions of the
Maternity Benefit Act, 1961, and has policies,
systems and processes in place to ensure
ongoing compliance.

22. Annual Return

In terms of Section 92(3) read with Section
134(3)(a) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014,
the annual return as on March 31, 2026, is
available on the Company’s website at - https://
digitide.com/investors-updates/#corporate-
governance

23. Management Discussion & Analysis

The Management Discussion and Analysis as
prescribed under Part B of Schedule V read
with Regulation 34(3) of the Listing Regulations
is provided as a separate section and forms
part of this Report.

24. Code of Conduct

The Company has laid down a Code of Conduct
for the Directors and senior management of the
Company. As prescribed under Regulation 17
of the Listing Regulations, a declaration signed
by the Executive Director and Chief Executive
Officer of the Company affirming compliance
with the Code of Conduct by the Directors
and senior management personnel of the
Company for FY26 forms part of the Corporate
Governance Report.

25. Directors’ Responsibility Statement

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

i in the preparation of the accounts for
the year ended March 31, 2026, the
applicable accounting standards have
been followed and there are no material
departures from the same;

ii. the accounting policies have been
selected and applied consistently, and
judgments and estimates have been
made that were reasonable and prudent
so as to give a true and fair view of the
state of affairs of the Company as at
March 31, 2026 and of the profit and
loss of the Company for the year under
review;

iii. proper and sufficient care has been
taken for the maintenance of adequate
accounting records in accordance with
the provisions of the Companies Act,
2013 for safeguarding the assets of
the Company and for preventing and
detecting fraud and other irregularities;

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

v. internal financial controls have been laid
down to be followed by the Company and
that such internal financial controls are
adequate and were operating effectively;
and

vi. proper systems have been devised to
ensure compliance with the provision of
all applicable laws and that such systems
were adequate and operating effectively.

The aforesaid statement has also been reviewed
and confirmed by the Audit Committee of the
Board of Directors of the Company.

26. Criteria for making payments to
Non-Executive Directors

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

27. Commercial Paper

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

28. Credit Rating

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

29. Board policies

The details of the policies approved and
adopted by the Board as required under the
Act and the Securities and Exchange Board of
India (SEBI) Listing Regulations are provided in
the which forms an integral part of this Annual
Report.

30. Secretarial Standards

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

31. Acknowledgements

The Board extends its sincere gratitude to the
shareholders, customers, vendors, bankers,
regulators, and central & state governments, as
well as all other business associates who form
part of the Digitide family, for their unwavering
support and cooperation throughout the year.
The Board wishes to express appreciation to
BSE Limited and the National Stock Exchange
of India Limited (NSE) for their instrumental role
in facilitating the successful and timely listing
of the Company''s equity shares on the Stock
Exchanges. The Board also places on record
its deep appreciation for the dedicated efforts
and commitment of the Company''s employees,
whose contributions have been pivotal in
delivering a clear strategy implementation and
way forward.

For and on behalf of the Board of Directors
of Digitide Solutions Limited

Ajit Isaac

Chairman

DIN:00087168

May 18, 2026

Bengaluru

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:

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 -

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:

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