Business, Performance Review and State
of the Company Affairs

During FY 2024-25, the business operations of
Digital Technology Services got completely
discontinued, except for assets held for sale/
disposal. Till 1^st quarter of the year, the Company
was primarily engaged in Digital Technology
Services ('DTS') business, providing Technology
solutions and communication platform to
domestic/international Telecom Operators and
Enterprises.

Strategically, the Company shifted its focus from
DTS to financial technology services through its
material subsidiary, Spice Money Limited ('SML').
This shift aims to leverage a robust agent network
and a comprehensive suite of fintech offerings,
including AePS & m-ATM, cash deposit, cosh
collection, account opening, lending services, PPI,
wollet-based UPI app, bill payment services and
other related services. As of March 2025, SML's
agent network had grown to over 1.5 million
agents across 2.5 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

The Company has filed an application with the
Stock Exchange(s) for obtaining no-objection
under Regulation 37 of the Listing Regulations for
the Scheme of Amalgamation by way of Merger
between DiGiSpice Technologies Limited
('Transferee Company'), Spice Money Limited, E¬
Arth Travel Solutions Private Limited and Vikasni
Fintech Private Limited (Spice Money, E-Arth &
Vikasni Fintech are collectively referred as
'Transferor Companies' and their respective

shareholders and creditors, under section 230 to
232 and other applicable provisions of the
Companies Act, 2013. The Stock Exchange
observation letter/No-objection letter is still
awaited.

Holding Company

As on 31^st March, 2025, Spice Connect Private
Limited, the holding company, held 72.53% of the
issued, subscribed and paid-up share capital of
the Company.

Subsidiary Companies, Joint Ventures or
Associate Companies

No companies have become or ceased to be
subsidiaries and/or associates of the Company
during FY 2024-25.

As on 31^st March, 2025, the Company had total 18
subsidiaries (6 direct subsidiaries and 12 step
down subsidiaries), out of which 14 companies are
registered outside India. Additionally, the
Company has 2 associate Companies.

During FY 2024-25, Spice VAS Africa Re. Ltd. ('SVA’)
has acquired 30% additional stake in DIGISPICE
GFIANA LTD. ('DiGiGhana'), an existing subsidiary of
SVA Pursuant to above acquisition, DiGiGhana has
become a wholly owned subsidiary of SVA and a
wholly owned step down subsidiary of the
Company.

After closure of FY 2024-25:

* Spice Digital FZCO (a compony incorporated in
Dubai and a wholly owned step-down
subsidiary compony) wos wound-up and
dissolved; and

Ý The Company acquired 8,69,030 Class B
shares (100% of class B Shares) in Spice Money
Limited.

Highlights of Performance of
Subsidiaries, Associates and Joint
Ventures

Spice Money Limited, material subsidiary of the
Company, achieved a total income of Rs.
46,759.12 Lakhs during FY 2024-25 (FY 2023-24: Rs.
45,977.51 Lakhs). It reported a net profit of
Rs.l,482.39 Lakhs during FY 2024-25 (FY 2023-24:
net profit of Rs. 1,306.19 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 Farm AOC-1
annexed to the Consolidated Financial
Statements for FY 2024-25 and forms an integral
part of the Annual Report. Further, Additional
information pursuant to schedule Hi 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/Annua!
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 Listing Regulations, the Cash
Flow Statement for FY 2024-25 as prepared under
the provisions of Indian Accounting Standard - 7
as 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 31^st March, 2025, 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 FY 2024-25, the Company issued and
allotted 14,00,000 equity shares of Rs. 3/- each
under DTL ESOP Plan. As on 31st March, 2025, paid-
up equity share capital of the Company was Rs.
7008.69 Lakhs (divided into 23,36,23,106 fully paid-
up equity shares of Rs. 3/- each).

After the close of FY 2024-25, the Company
allotted 23,000 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. 7009.38 Lakhs
(divided into 23,36,46,106 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.

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 FY 2025-26 has been paid to both
the Stock Exchanges.

Transfer of amount to Reserves

The Company has not transferred any amount to
the Reserves for FY 2024-25.

Dividend

In view of losses incurred during FY 2024-25, 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.diaispice.com/
articles/8450Q5173_Dividend%2QDistribution%2QPo
licy.pdf

Transfer of unclaimed dividend and
equity shares to Investor Education and
Protection Fund

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 encashed 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 31st March, 2025, 8,94,520
(Eight Lakh Ninety Four Thousand Five Hundred
and Twenty) shares of the Company were lying in
demat a/c of IEPF Authority.

The final dividend declared on 27^th September,
2019 for the FY 2018-19 will be transferred to IEPF
within 30 days from due date, i.e. 1^st November
2026.

During FY 2024-25, the Company was not liable to
transfer any unclaimed/unpaid dividend/shares
to IEPF Authority.

The shareholders 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-unciaimed-dividend.

The members are requested to check the details
of the unclaimed dividend on the website of the
Company and claim their dividend at the earliest
to avoid the same being transferred to IEPF
Authority.

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/getdocument?
mds=KqCPvkR7lsbvu5mvLKJAdA%253D%253D&tvp
e-open.

Ms. Ruchi Mehta, 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.V/investorrelations.diqispice.cam/
information.php?page=nodal-officer.

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 35th AGM till the conclusion of
40th AGM of the Company to be held in the
calendar year 2028.

Auditors' Report

The Auditors' Reports for FY 2024-25 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 Audit

As required under provisions of Section 204(l) of
the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended and
Regulation 24A of the Listing Regulations, the
Company appointed M/s. Sanjay Grover &
Associates, Company Secretaries, to carry out the
Secretarial Audit for FY 2024-25.

The Secretarial Audit Report, as provided by the
auditors, does not contain any qualifications,
reservations, adverse remarks, or disclaimers. The
Report is annexed to this Annual Report and forms
an integral part of it.

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 FY 2024-25 of Spice Money
Limited, a material subsidiary af the Company,
has been duiy annexed and forms an integral
part of this Annual Report.

Appointment of Secretarial Auditors

After evaluating and considering various factors
such as industry experience, competency of the
audit team, efficiency in conduct of audit,
independence, etc., the appointment of M/s
Sanjay Grover & Associates, Company
Secretaries, a peer reviewed firm (Firm

Registration Number: P2001DE052900) as
Secretarial Auditors of the Company for a term of
five consecutive years commencing from FY
2025-26 till FY 2029-30, is proposed, subject to
approval of the Members.

The appointment of Secretarial Auditors shall be
in terms of the amended Regulation 24A of the
Listing Regulations vide SEBI Notification dated
12th December, 2024 and provisions of Section
204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial
year ended 31st March, 2025 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 FY 2024-25, 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 23rd May, 2025,
re-appointed T R Chadha & Co LLP, Chartered
Accountants, as Internal Auditors of the Company
for the FY 2025-26.

The Internal Auditors directly report to the Audit
Committee.

Number of Board meetings - Nine(9) meetings of
the board of directors were held during FY
2024-25, as under:

Meeting held on 8th August, 2024 was adjourned
and the adjourned meeting was also
commenced and concluded the same day t.e, on
8th August, 2024. The details of attendance of the
Directors in said meetings are given in CGR, which
forms part of the Annual Report.

Directors and Key Managerial Personnel
('KMP')

At present, Mr. Rohit Ahuja, Executive Director, Mr.
Sanjeev Kumar, Chief Financial Officer (interim)
and Ms. Ruchi Mehta, Company Secretary and
Compliance 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 FY
2024-25, were as under:

1. Mr. Venkatromu Jayanthi was designated as
an Executive Director effective 1^st April 2024;

2. Mr. Venkatramu Jayanthi resigned as an
Executive Director effective 28^th February, 2025
and continued as Non-Executive Director
thereafter;

3. Mr. Vinit Kishore, CFO resigned effective end of
business hours on 18^th May 2024;

4. Mr. Vineet Mahajan was appointed as CFO with
effect from 10^th July 2024;

5. Mr. Mayank Jain (DIN: 00251609) was re¬
appointed as a Non-Executive Independent
Director of the Company for another term of
five consecutive years w.e.f. 1^st October, 2024;

6. Mr. Pankaj Vaish was appointed as a Non¬
Executive Independent Director with effect
from 1st October, 2024 and his appointment
was approved by the Members on 22^nd
December, 2024;

7. Dr. (Ms.) Rash mi Aggarwal, Non-Executive
Independent Director of the Company
resigned w.e.f. 3^rd February 2025;

8. Ms. Veena Vikas Mankar was appointed as
Non-Executive Independent Director w.e.f. 14^th
February 2025; and

9. Mr. Vineet Mahajan, CFO, resigned effective
end of business hours on 28^th February, 2025.

After closure of the FY 2024-25,

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

2. Mr. Ramesh Venkataraman has been
appointed as Non-Executive Non-Independent
Director, on 12^th May, 2025;

3. Mr. Venkatramu Jayanthi resigned from the
Board on 6th August, 2025; and

4. Mr. Mayank Jain resigned from the Board
effective 12th August, 2025.

Mr. Rohit Ahuja, who is liable to retire by rotation at
the ensuing AGM, being eligible, has offered
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. Rohit Ahuja ,
forms part of the Notice convening the 37th 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 directors of companies by SEBl/MCA or any
such statutory authority, and said certificate
forms a part of this annual report.

Independent Directors

The Company has received declarations from all
the Independent Directors of the Company
confirming that they meet the criteria of
independence as prescribed under provisions of
Section 149(6) of the Act; as amended. In
accordance with the requirements of Regulation
25 of the Listing Regulations, the Independent
Directors have also confirmed that they meet the
criteria of independence as provided in the
Regulation 16(l)(b) of the Listing Regulations and
are not aware of any circumstance or situation,
which exist or may be reasonably anticipated,
that could impair or impact their ability to
discharge their duties with an objective
independent judgment and without any external
influence.

The Board is of the opinion that the Independent
Directors (including those appointed during FY
2024-25) possess the attributes of integrity,
expertise, experience and proficiency and are
independent of the management of the
Company.

In terms of provisions of Section 150 of the Act
read with rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as
amended, Independent Directors of the Company
have confirmed that they have registered
themselves with the Independent Director's
Databank as maintained by the Indian Institute of
Corporate Affairs, Manesar ('IICA'),

Mr. Mrutyunjay Mahapatra, Mr. Pankaj Vaish and
Ms. Veena Vikas Mankar are exempted from the
requirement to undertake online proficiency self¬
assessment test, and Mr. Mayank Jain and Mr.
Ram Nirankar Rastogi have successfully
completed the test.

Meeting of Independent Directors

A separate meeting of the Independent Directors
was held on 27th March, 2025, 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 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

In addition to this meeting, two other meetings of
Independent Directors were held on 8th August,
2024, and 27th September, 2024, to consider and
recommend the proposed Scheme of
Arrangement by way of Merger between
DiGiSpice Technologies Limited, Spice Money
Limited, E-Arth Travel Solutions Private Limited and
Vikasni Fintech Private Limited and their
respective shareholders and creditors.

Committees of the Board of Directors

As on 31st March, 2025, there were Five (5)
Committees of the Board of Directors constituted
in accordance with the provisions of the Act and/
or Listing Regulations, viz. Audit Committee,
Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Risk
Management Committee, and Corporate Social
Responsibility Committee.

In addition to above, the Board constituted
Vdrious other Committees to deal with and
consider the matters as delegated pursuant to
the terms of reference approved by the Board.
The details of the terms of reference, meetings
held during FY 2024-25, attendance of directors/
members and other matters of the Audit
Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee
and Risk Management Committee are provided in
CGR, which forms part of the Annual Report. No
meeting of CSR Committee was held during the
year. The constitution of Audit Committee during
FY 2024-25, and changes thereafter, had been as
under;

Audit Committee ('AC')

In compliance with the provisions of Section 177 of
the Act and Regulation 18 of the Listing
Regulations, the Company has a duly constituted
AC. The AC comprised of the following Members
during FY 2024-25:

'Mr. Panfcaj Vaf&h became member of the AC effective 15" November, 2024;

’Dr. Rashmi Aggarwal terved as member of the AC till 3^ February 2025,

After closure of FY 2024-25,

1. Mr. Subramanian Murali ceased to be member
effective 30th April, 2025.

2. Ms. Veena Vikas Mankar was appointed as a
member of the AC w.e.f. 19th May, 2025.

During FY 2024-25, the AC has made several
recommendations including quarterly Financial
Results and Findncial Statements, appointment of
Internal Auditors, Statutory Auditors, Secretarial
Auditors and other statutory matters and the
Board accepted all the recommendations made
by the AC.

Risk Management

The Compdny 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 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 Risk Management Committee
has been provided in the CGR,

The Board, on recommendation of the 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.

Details in respect of adequacy of Internal
Financial Controls with reference to the
Financial Statements

The Company has robust internal financial control
('IFC') system which are 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 31st March, 2025.

Corporate Social Responsibility ('CSR')

The Company had constituted a CSR Committee
which had following constitution during FY
2024-25:

After closure of the year, Mr. Murali ceased to be
member of the Committee w.e.f. 30th April, 2025
and Ms. Veena Vikas Mankar was appointed as
member of the Committee w.e.f. 19th May, 2025.

During FY 2024-25, provisions of CSR including
Section 135 of the Act were not applicable. The
CSR Committee has been discontinued effective
12th August 2025.

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 FY 2024-25 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 evoluated on the basis of performance and
fulfillment of the independence criteria as
specified under the Act and the Listing
Regulations.

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 31st March, 2025,
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 31st March 2025

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 oudit 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.

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.

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 FY 2024-25, is available on the
Company's website at link https://
investorrelations.diaispice.com/documents/
annuahreturn-2024-25.pdf

Particulars of Loans, Guarantees or
Investments

The details of Loons, Guarantees or Investments
made under provisions of Section 186 of the Act
are provided in the Note 40 of the Standalone
Financial Statements.

Maintenance of cost records

Business activities of the Company are not
covered under the ambit of Section 148 of the Act
read with the Companies (Cost Records and
Audit) Rules, 2014, hence, the Company is not
required to maintain cost records as specified by
the Central Government under above said
provisions.

Public Deposits

During FY 2024-25, 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 31st March, 2025.

Particular of Contracts or Arrangements
with Related Parties

All related party transactions, undertaken during
FY 2024-25, are in compliance with the applicable
provisions of the Act and the Listing Regulations.

As required under Regulation 23 of the Listing
Regulations, all related party transactions are
placed before AC for its approval. The AC has
granted Omnibus approval for related party
transactions which are repetitive in nature and
fall within the criteria laid down for the purpose.

The details of transactions with related parties are
placed at the Audit Committee quarterly for its
review.

The 'Policy on Related Party Transactions' dealing
with such transactions and 'Policy for determining
Material Subsidiaries' are uploaded on the
website of the Company viz, www.digispice.com.

There were no related party transactions entered
into by the Company with Directors, KMPs or other
related parties which may have a potential
conflict with the interest of the Company.

During FY 2024-25:

• All contracts/arrangements/transactions
with related parties were at arm's length basis
and all contracts/arrangements with related
parties were in the ordinary course of business;
Ý No material contracts/arrangements/
transactions were entered into with any of the
related parties exceeding 10% of the annual
consolidated turnover as per the last audited
financial statements of the Company.

Though all the transactions with related parties
were in ordinary course of business and at arm's
length, certain transactions for which approval of
shareholders had been taken are disclosed in
Form AOC-2, which is attached as Annexure- A
and forms part of this report. The details of the
transactions with related parties are provided in
Note 33 of stondaione financial statements and
Note 39 of the consolidated financial statements.
Disclosures of transactions with Spice Connect
Private Limited ('Promoter') who hold 10% or more
shareholding in the Company, are provided in the
Note 33 of the Standolone Financial Statements.

Vigil Mechanism

Pursuant to provisions of Section 177 of the Act,
Regulation 22 of the Listing Regulations and
Regulotion 9A(6) of the PIT Regulations, 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 far adequate safeguards
against victimisation of director(s) or
employee(s) or any other person who avails of
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 link
https://investarrelations.digispice.com/files/SML-
WBP-01-04-2019.pdf

Company's policy on Directors'
appointment and Remuneration and
other matters provided under Section
178(3) of the Act

Assessment and appointment of members to the
Board is based on a combination of criteria that
includes ethics, personal and professional stature,
domain expertise, gender diversity and specific
qualifications required for the position. For
appointment of an Independent Director, the
independence criteria defined in Section 149(6) of
the Act and Regulation 16(l)(b) of the SEBI Listing
Regulations are also considered.

The Board of Directors, on the recommendation of
the NRC of the Company, had framed a Policy for
nomination and appointment of Directors. As
required under provisions of Section 178(3) of the
Act and Regulation 19 read with Schedule II of the
Listing Regulations, the NRC also recommended
to the Board the policy on remuneration, including
stock options to Directors (excluding Independent
Directors), KMP, SMP and other employees af the
Company, which was duly approved by the board

The policy in terms of Section 178(3) of the Act is
available at

https.//investorrelations.digispice.com/

information.php?page=policies.

The Board on the recommendation of the NRC
appoints the Senior Management Personnel from
time to time.

During FY 2024-25, the Non-Executive Directors of
the Company had no pecuniary relationship or
transactions with the Company, other than sitting
fees to Independent Directors, allotment of shares
against options granted under ESOP scheme and
reimbursement of expenses, wherever required.

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 18th September,
2018, 5th February, 2019,1st August, 2022 and 8th
August, 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 DTL ESOP Scheme was implemented effective
11th February 2018, pursuant to shareholders
approval. The Plan has been amended by NRC by
resolution dated 8th August, 2024 and the
amendments were further approved by Special
Resolution passed by the Shareholders af the
Company in 36th AGM held on 28th September,
2024. The amendment included extension of
maximum vesting period, change in exercise
period etc., the details whereof are available on
website of the Company at
https.//investorreiations.diaispica.com/
documentsZ792275449 02 DigiSpice Notice 06
0924.pdf

The amended ESOP plan of the company is
available at

https.//investorrelations.diaispic0.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 31st March, 2025,
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/

documents/esop-disclosure-2025.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 - B 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 FY
2024-25. However, in view of the number of
employees falling below the minimum threshold,
POSH Act is no longer applicable to the
Company.

The details of complaints filed, disposed of and
pending as on 31st March, 2025 is provided in the
CGR.

Compliance with Maternity Benefit Act

The Company has complied with the provisions
relating to the Maternity Senefit Act 1961 during
the FY 2024-25.

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

No significant ond materia! 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 as attached as Annexure - C.

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.

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 offecting
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.

Proceedings pending under the
Insolvency and Bankruptcy Code, 2016
(31 of 2016)

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

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