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To the Members,

Your Directors are pleased to present the ThirtyFirst (^st) Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended March , .

During the year under review, the Company registered a profit before tax of , lakhs for the year ended March , , on a standalone basisA summary of the financial performance of the Company on a standalone and consolidated basis for the financial year ended March , , is given below: ( in Lakh)

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March , have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

On a standalone basis, the Company achieved total revenue of , lakhs during the financial year under review compared to , lakhs in the previous financial yearThe net operating revenue was higher from , lakhs to , lakhs

On a Consolidated basis, the Company achieved total revenue of , lakhs during the financial year under review compared to , lakhs in the previous financial yearThe net operating revenue was higher from , lakhs to , lakhs

The outlook for the financial year remains positive with continued growth prospects of IT industry in terms of underlying demandWith a clear focus on innovation and customer satisfaction, the Company is wellpositioned to achieve its plans and will remain a major player in its business segmentThe Company also foresees a significant demand growth from its IT business.

There was no change in the nature of the business of the Company during the financial year under review.

Pursuant to the provisions of Sections and of the Companies Act, ("Act") read with the Companies (Accounts) Rules, and as required under Regulation of the Listing Regulations, the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of its subsidiary companies and associate companieswithitsfinancialstatementsinaccordance with the applicable provisions of Indian Accounting Standards ("IndAS")The Consolidated Audited Financial Statements along with the Independent Auditors' Report thereon, are annexed and forms part of this Annual ReportThe summarized consolidated financial position is provided in point no(a) above.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

During the year under review, there was no change in the Authorized Share Capital of the CompanyThe

Authorized Share Capital of the Company stood at

,,,/ (Rupees Fifty Crores only) divided into ,,, (Ten Crores Only) equity shares of / (Rupees Five only) each

The Paidup Share Capital of the Company as on March , , stood at ,,,/ (Rupees Twentyeight crore nineteen lakh eleven thousand two hundred sixtyfive only) divided into ,,, (Five crore sixtythree lakh eightytwo thousand two hundred fiftythree Only) equity shares of / (Rupees Five only) each

During the year under review, ,, equity shares were allotted to employees upon exercise of options under ADSL Employees Stock Option Plan

The Company has decided not to transfer any amount out of the profit to reserves during the year under reviewHence, the entire profit for the year under review has been carried forward to the Profit and Loss Surplus account.

As on March , , the Company has subsidiaries and there has been no material change in the nature of the business of the subsidiariesThere are associates companies and associate of subsidiary Company and no joint venture Company within the meaning of Section () of the Companies Act, .

Pursuant to the provisions of Section () of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form NoAOC is given as Annexure I to the financial statements of the Company forming part of this Annual Report.

No companies have become or ceased to be Subsidiaries, joint ventures or associate companies during the financial year under review.

Further, pursuant to the provisions of Section of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents in respect of subsidiaries, are available on the Company's website at https://www.allieddigitalnet/in/auditedfinancialstatementsofsubsidiariescompanies/

Your Board has recommended a dividend of ./ per share (previous financial year ./– per share) of /– each, being % (previous financial year %) on equity share capital for the financial year ended March , This will absorb a total cash outflow of lakhsThe dividend, if approved, will be paid to those members whose names shall appear in the Register of Members/List of Beneficial Owners as on August , Pursuant to the provisions of Regulation A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ("Listing Regulations"), the Company has formulated the Dividend Distribution Policy.

The policy can be accessed on the Company's website at https://www.allieddigital.net/in/ w p c o n t e n t /u p l o a d s / / / D i v i d e n d DistributonPolicy.pdf

Annual Return of the Company as on March , in accordance with the provision of Section () read with the Section ()(a) of the Act is available on the Company's website at: https://wwwallieddigital.net/in/annualreturnprovidedundersectionofthecompaniesactandtherulesmadethereunder/

As on March , , the Board comprises of eight Directors of which four are NonExecutive Independent Directors (including one Women Director)The Board has an optimum combination of Executive Directors and NonExecutive Directors, which is in compliance with the requirements of the Act and the SEBI Listing Regulations, and is also aligned with the best practice in corporate governance.

In accordance with the provisions of Section () of Act read with the Companies (Management and Administration) Rules, and the Articles of Association of the Company, MrsTejal Shah (DIN: ), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointmentThe Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends her reappointment to the Members of the Company.

Upon the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company, subject to the approval of members at the ensuing Annual General Meeting ("AGM"), appointed:

iMr.RohanShah(DIN:)asanAdditional Director (Executive NonIndependent) of the Company w.e.fJuly , ; and

iiMrNarsimha Rao Mannepalli (DIN: ) as an Additional Director w.e.fJuly , and NonExecutive Independent Director of the Company, not liable to retire by rotation, for a term of five () consecutive years commencing from July , to July ,

Upon the recommendations of the Nomination and Remuneration Committee and approval of the Audit Committee, wherever applicable, the Board of Directors of the Company recommends the appointment/reappointment of following persons as Directors of the Company at the ensuing Annual General Meeting:

iReappointment of MrNitin Shah (DIN: ) as Managing Director of the Company for further period of five () years w.e.fApril, , to March , ;

iiReappointment of MrsTejal Shah (DIN: ) as Executive Director of the Company for a further period of five () years w.e.fMay , to May , ;

iiiReappointment of MrMilind Kamat (DIN: ) as Independent, Non – Executive Director for a second term of five () consecutive years w.e.fJune , till June , , not liable to retire by rotation;

ivReappointment of MrsSwanubhuti Jain (DIN: ) as Independent, Non – Executive Director for a second term of five () consecutive years w.e.fApril , till March , , not liable to retire by rotation; vAppointment of MrRohan Shah (DIN: ) as Executive Director of the Company for a period of five () years w.e.fJuly , to July , ;

viAppointment of MrNarsimha Rao Mannepalli (DIN: ) as an Independent, Non – Executive Director of the Company, for a term of five () consecutive years w.e.fJuly , to July , , not liable to retire by rotation;

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section () of the Act and Regulation ()(b) of the SEBI Listing Regulations and pursuant to Regulation of the said Regulations that they 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 influenceThe Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of ConductFurther, the Independent Directors have also submitted their declarations in compliance with the provision of Rule () of the Companies (Appointment and Qualification of Directors) Rules, , which mandates the inclusion of Independent Director's name in the data bank of Indian Institute of Corporate Affairs ("IICA") till they continue to hold the office of an independent director

None of the directors of the Company are disqualified under the provisions of Section () of the ActYour directors have made necessary disclosures, as required under various provisions of the Act and the SEBI Listing RegulationsIn the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience and are independent of the management.

The Board has devised a policy pursuant to the provisions of the Act and the SEBI Listing Regulations for performance evaluation of the Chairman, Board, Individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of NonExecutive Directors and Executive Directors.

The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of Board, its committees and individual directors of the Company and has authorized the Board to carry out their evaluation based on the manner specified by the CommitteeThe performance of the Chairman, each of the Directors and Committees was evaluated by the Board, based on report on evaluation received from the Board MembersThe reports on performance evaluation of the individual Directors were reviewed by the Board.

The evaluation framework for assessing the performance of directors comprises of the following key areas: iAttendance at Board and Committee meetings; iiQuality of contribution to Board deliberations; iiiStrategic perspective or inputs regarding future growth of the Company and its performance; and ivProviding perspective and feedback going beyond information provided by the management

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company https: //www.allieddigital.net/in/wpcontent/ uploads///DetailsofFamiliarisationProgrammeFY.pdf f) Key Managerial Personnel (KMP):

The details of Key Managerial Personnel of the Company are as follows:

Disclosure pertaining to remuneration and other details as required under Section of the Act read with Rule () of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, are provided in this Report as Annexure II and forms part of this Annual Report

The statement containing particulars of employees as required under Section () of the Act read with Rules () and () of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, is provided in a separate annexure forming part of this ReportFurther in terms of Section of the Act, the report and accounts are being sent to the members excluding the aforesaid annexureThe said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining copy of the same may write to the Company Secretary and Compliance Officer of the Company and the same will be furnished on request.

Pursuant to the provisions of Section of the Act and Regulation of SEBI Listing Regulations, the Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP), other employees and their remuneration including the criteria for determining qualifications, positive attributes, independence of director and other related matters

The Remuneration Policy is placed on the website of the Company vizhttps://www.allieddigital.net/in/ policies/

During the year under review, the Company has not borrowed any unsecured loans from any of the Directors of the Company.

The Board met (five) times during the financial year under review, the details of which are given in the Corporate Governance Report, which forms part of this Annual ReportThe intervening gap between the two consecutive meetings was within the period prescribed under the Act and Listing Regulations.

Details of the Committees constituted by the Board under the Act and Listing Regulations, along with their composition and changes, if any, and the number and dates of meetings held during the

financial year under review are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Audit Committee is duly constituted as per the provisions of Section of the Companies Act, and Regulation of Listing Regulations.

The details pertaining to the composition of the Audit Committee and other details with respect to committee are included in the Corporate Governance Report, which is a part of this report.

The Audit Committee reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters, etcIt also supervises the Company's internal control, financial reporting process and vigil mechanism.

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section () (c) read with Section () of the Act state that: ain the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

bthe directors have 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 of the Company for that period;

cthe directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

dthe directors have prepared the annual accounts on a going concern basis;

ethe directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

fthe directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the financial year under review, the Company has neither accepted nor renewed any public deposit within the meaning of Section and of the Companies Act, , read with the Companies (Acceptance of Deposits) Rules, As on ^st March , there were no deposits which were unclaimed/unpaid and due for repayment

The Company has adequate procedures for identification and monitoring of related party transactionsAll related party transactions entered during the year were in the ordinary course of business and on an arm's length basisAll related party transactions were placed before the Audit Committee and the Board for approval, wherever requiredOmnibus approval of the Audit Committee was obtained for the transactions to be entered into with the related parties for the year ended March , These transactions are reviewed by the Audit Committee on a quarterly basis

During the financial year under review, the Company had no material transactions with related parties falling under the scope of Section () of the ActHence, the Company is not required to furnish disclosure of material related party transactions as required under Section ()(h) of the Act in Form AOC for the financial year under review.

In accordance with the provisions of Regulation of the Listing Regulations, the Company has adopted the policy on related party transactions and the same is available on the Company's website viz

https: //www.allieddigital.net/in/wpcontent/ uploads///PolicyonRelatedPartyTransactions..Final.pdf

The particulars of loans, guarantees and investments covered under the provisions of Section of the Act have been disclosed in the financial statements

PursuanttotheprovisionsofSectionreadwiththe Companies (Corporate Social Responsibility) Rules, , the Company has constituted a Corporate Social Responsibility Committee (CSR) and adopted a CSR PolicyAs part of its initiatives under CSR, the Company has undertaken various CSR projects and programs in line with CSR activities as defined under the Act and of the CSR Policy of the CompanyDuring the year under review, the CSR initiatives of the Company focused on women empowerment, affordable health care and Rural Development and

Education and SkillingA Report on CSR containing particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, , is provided in Annexure III attached to this Report, forming part of this Report

The policy on Corporate Social Responsibility is available on the Company's website and can be accessed at: https://www.allieddigital.net/in/policies/

The Company has a Vigil Mechanism/Whistle Blower Policy which allows the Directors and employees to report their concerns about unethical behaviour, actual or suspected frauds or violation of the code of conduct/business ethics as well as to report any instance of leak of Unpublished Price Sensitive InformationThe mechanism also provides for adequate safeguards against victimization of directors and employees who avails this mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases.

The details of the Vigil Mechanism Policy are explained in the Corporate Governance Report and the policy are available on the Company's website at: https://www.allieddigital.net/in/policies/

We affirm that during the financial year under review, no employee or director was denied access to the Chairman of Audit Committee.

As per provisions of Section of the Act read with the Companies (Audit and Auditors) Rules, , the members of the Company in their ^th Annual General Meeting held on August , appointed M/sSinghi & Co., Chartered Accountants, Mumbai (Firm Registration NoE), as Statutory Auditors of the Company for a term of (five) consecutive years i.eto hold office from the conclusion of the ^th Annual General Meeting till the conclusion of ^th Annual General Meeting of the Company to be held for the financial year ending March , M/sSinghi & Co., has furnished written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in terms of the provisions of Sections and of the Act and the Companies (Audit and Auditors) Rules .

Pursuant to Section () of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, , the Board had appointed M/sRathi & Associates, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the Financial Year ended ^st March .

The Secretarial Audit Report for the Financial Year ended ^st March is annexed to this Report as

Pursuant to the amended provisions of Regulation A of the SEBI Listing Regulations and Section of the Act, read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, , the Audit Committee and the Board of Directors have approved the appointment and remuneration of Parikh & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five () consecutive years, effective from April , till March , The Board has recommended their appointment for approval of the Members at the ensuing Annual General MeetingA brief profile and other relevant details of Parikh & Associates are provided in the Notice convening the ensuing AGMParikh & Associates have consented to act as the Secretarial Auditors of the Company and confirmed that their appointment, if approved, would be within the limits prescribedThey have further confirmed that they are not disqualified to be appointed as the Secretarial Auditors under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.

The Company has appointed M/sKPMR & Co; Chartered Accountants, Mumbai, as its Internal AuditorsThe Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and report the same to the Audit Committee on quarterly basis.

With respect to the qualified opinion of the Statutory Auditors in their report, the management is of the view that: iWith regards to point (a), certain errors pertaining to prior period balances were identified during the current Financial YearThese errors have been rectified and accounted for in the current Financial Year.

iiWith regards to point (b), the Company is in process of reconciling a difference of approximately lakhs between Input Tax Credit (ITC) under Goods and Services Tax (GST) and the records available on GST portal.

iiiWith regards to point (c), during the earlier years, The Company has extended interest – free loans to whollyowned subsidiaries and other companies.However, the amount was classified under "Investments" in one of its wholly owned subsidiary Company namely, Allied INCUSAThis classification error was identified during the current yearThe management is of the view that the interest had not been charged on the loans/ advances to Allied IncUSA and others as they were extended to facilitate further investments, to support the working capital and other fund requirements of those Companies

With regards to the observations made by the Secretarial Auditors in their report, kindly refer to the explanation as stated under points (i) & (iii) above

Pursuant to the provisions of Section of the Companies Act, , read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, (‘the rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven yearsFurther, according to the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF AuthorityPursuant to Section () and () of the Companies Act, , no amount was transferred to the Investor Education and Protection Fund during the year under review

MrNehal Shah, WholeTime Director of the Company was appointed as the Nodal Officer to ensure compliance with the IEPF Rules

During the year under review, the Company allotted ,, equity shares of INR / each to the employees who exercised the options granted to them under the ADSL Employee Stock Option Plan .

The relevant disclosures pursuant to Rule() of the Companies (Share Capital and Debentures) Rules, and Regulation of the SEBI SBEB Regulations, as amended from time to time are available on the website of the Company i.ehttp:// www.allieddigital.net and also attached as Annexure V to this Board Report and forms part of the Report.

The Company's financial discipline and prudence is reflected in the strong credit ratings of its debtsCRISIL Ratings Limited ("CRISIL Ratings") has assigned a longterm rating of ' CRISIL BBB+' (CRISItriple B) and a shortterm rating of 'CRISIL A' (CRISIL A Two) to bank facilitiesThe ratings obtained defines that the Company's outlook is 'Stable' against the previous year rating of BBB for Longterm and Acuite A+ for Shortterm facilities by Acuite Ratings & Research Limited.

Pursuant to the provisions of Regulations () & () and Schedule V of the Listing Regulations, the following have been made part of the Annual Report and are attached to this Annual Report:

Management Discussion and Analysis Report,

Corporate Governance Report,

Declaration on compliance with Code of Conduct,

Certificate from Practicing Company Secretary that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies, and

Auditors' Certificate regarding compliance of conditions of Corporate Governance.

The Management Discussion and Analysis Report (MDAR), as required under Regulation ()(e) of the SEBI Listing Regulations, forms part of this Annual Report

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your Directors confirm compliance of the same during the financial year under review.

In terms of Section ()(l) of the Act, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report.

During the Year under review, there were no significant or material orders passed by any regulator, court, or tribunal impacting the going concern status or the Company's future operations

There was no instance of fraud during the year under review, which was required to be reported to the Audit Committee, Board or Central Government by the Statutory Auditors, under Section () of the Act and Rules framed thereunder.

Pursuant to the provisions of Section ()(m) of the Act read with Rule of the Companies (Accounts) Rules, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo are given in Annexure VI, which forms part of this Report.

The Company follows a strict zero tolerance to sexual harassment at workplace and adopted the policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, and Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace

The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at https://www.allieddigital.net/in/policies/

The Company has complied with the provision relating to the constitution of Internal Committee under POSH,

The disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, for the financial year ended March , , is as follows:

Number of complaints of sexual harassment received in the year Number of complaints disposed off during the year Number of cases pending for more than ninety days

The Company has complied with the provisions of the Maternity Benefit Act, , including all applicable amendments and rules framed thereunderThe Company is committed to ensuring a safe, inclusive, and supportive workplace for women employeesAll eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, , including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternityNecessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March , .

Male Employees: Female Employees: Transgender Employees: Nil

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operationsInternal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Company has laid down a welldefined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact, and risk mitigation processA detailed exercise is being carried out from time to time to identify, evaluate, manage and monitoring of both business and nonbusiness risksThe Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

During the financial year under review, no application was made or no proceeding was initiated against the Company under the Insolvency and Bankruptcy Code, , nor any such proceeding was pending at the end of the financial year under review.

During the financial year under review, there was no instance of onetime settlement of loans/financial assistance taken from Banks or Financial Institutions, hence, the Company was not required to carry out valuation of its assets for the said purpose.

During the financial year under review, the Company was not required to transfer any shares to the unclaimed suspense account as specified in Schedule VI of the Listing RegulationsThe details of the number of shares transferred from the unclaimed suspense account to the respective shareholders are provided in the Corporate Governance report, which forms part of this Annual Report

Your Directors would like to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the financial year under review by our bankers, customers, suppliers and Government agenciesThe Board also wishes to express its appreciation for the valuable contribution made by the employees at all levels during the financial year under review

For and on behalf of the Board of Directors of

Chairman & Managing Director DIN:

Place: Mumbai Date: July ,

, ^th Floor, Plot No/, Mafatlal Centre, Vidhan Bhavan Marg, Nariman Point, Mumbai