Equity Analysis

Your Directors have pleasure in presenting the 36th (Thirty Sixth) Annual Report together with the Audited Financial Statements of your Company (‘the Company' or ‘DiGiSPICE') for FY 2023-24.

The consolidated and standalone financial performance of the Company for the financial year ended 31^st March, 2024 is summarised below:

(Amount in Lakhs)

During FY 2023-24, the Company was primarily engaged in the Information and Communication Technology business (‘Digital Technology Services') providing Technology solutions and communication platform to domestic/international Telecom Operators and Enterprises.

Spice Money Limited (‘Spice Money'), material subsidiary of the Company is engaged in providing Financial Technologies Services (‘Fintech Service'), through tech-enabled hyper local payments network platform accessed by its authorised agents/ merchants, including cash deposit, cash withdrawal, balance enquiry, bill payment services, AePS, Mini

ATM services, Air time recharge, POS services, railway ticketing services, enterprise cash drop services and other related services.

The Company, at the consolidated level, achieved a total income of 50,654.5 Lakhs during FY 2023-24 as against 52,611.66 Lakhs for FY 2022-23. The profit after tax at the consolidated level for FY 2023-24 is 1,180.16 Lakhs as against (loss) after tax of (2,163.66) Lakhs in FY 2022-23.

The Company, at the standalone level, has earned a total income of 4,644.64 Lakhs during FY 2023-24 as against 6,467.20 Lakhs for FY 2022-23. The Company has a profit of 892.36 Lakhs during FY 2023-24 as against a loss of (1097.94) Lakhs in the previous year FY 2022-23.

The Board of Directors of the Company, in its meeting held on 7^th April, 2023 approved, in principle, to exit DTS Segment. This is in keeping with the repositioning of the overall group strategy to focus on Financial Technology Services opportunities, mainly through its subsidiary Spice Money and other group entities. Consequently, DTS Segment has been classified as discontinued operations and the discontinued operations results are being shown separately in the financial results being published to Stock Exchanges. Further, the Company's business operations of DTS Segment got completely discontinued effective 1^st July, 2024 consequently. 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.

During FY 2023-24:

Entire investment of the Company in Hindustan Retail Private Limited (‘HRPL') was sold by the Company. Consequently, HRPL along with its two subsidiaries viz. New Spice Sales and Solutions Limited and Cellucom Retail India Private Limited, all being inoperative, ceased to be subsidiary(ies) of DiGiSPICE with effect from 1st June, 2023.

S Mobility (HK) Limited, a wholly owned subsidiary of the Company, registered in Hong Kong was dissolved by deregistration and hence, ceased to exist with effect from 28th April, 2023.

Beoworld Sdn. Bhd., a step down subsidiary of the Company, registered under the law of Malaysia, was struck off and hence, ceased to exist with effect from 12th November, 2023.

Spice VAS Africa Limited (‘SVA'), a wholly owned step down subsidiary of the Company transferred its entire shareholding in its wholly owned subsidiary, Spice VAS RDC SARLU (‘RDC'), a company incorporated in Democratic Republic of Congo, whereby RDC ceased to be a subsidiary of the Company with effect from 16th February, 2024.

None of the above was a material subsidiary of the Company.

The Company had total 18 subsidiaries (6 direct subsidiaries including 1 material subsidiary and 12 step down subsidiaries) and 2 associates as on 31^st March, 2024.

Subsequent to FY 2023-24, SVA has acquired 30% additional stake in DIGISPICE GHANA 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.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 (the ‘Act') and Indian Accounting Standard - 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries and Associate Companies.

As on 31^st March, 2024, Spice Connect Private Limited, the holding company, held 72.97% of the issued, subscribed and paid up share capital of the Company.

Spice Money, material subsidiary of the Company, achieved a total income of 45,977.51 Lakhs during FY 2023-24 (FY 2022-23: 44,404.22 Lakhs). It reported a net profit of 1,306.19 Lakhs during FY 2023-24 (FY 2022-23: Loss of 617.65 Lakhs).

The salient features of the performance and financial position of each of the subsidiaries and associate companies are given in Form AOC-1 attached to the Consolidated Financial Statements for FY 2023-24 and forms an integral part of the Annual Report. Further, pursuant to the provisions of Section 136 of the Act and Regulation 46 of the ‘Listing Regulations', financial statements of subsidiary Companies are available on the Company's website at www.digispice.com.

The Board of Directors of the Company (the ‘Board') at its meeting held on 8th August, 2024 approved a scheme for the amalgamation by way of merger (the ‘Proposed Scheme') between DiGiSPICE Technologies Limited (‘Transferee Company') and Spice Money Limited (‘Transferor Company 1' or ‘Spice Money'), E-Arth Travel Solutions Private Limited (‘Transferor Company 2' or ‘E-Arth'), and Vikasni Fintech Private Limited (‘Transferor Company 3' or ‘Vikasni') and their respective Shareholders and Creditors. This Proposed Scheme is subject to approval of Shareholders, sanction by the National Company Law Tribunal (‘NCLT'), and no-objection from regulatory authorities including but not limited to BSE, NSE, Reserve Bank of India and Insurance Regulatory and Development Authority of India.

The Company has taken/will now be taking necessary steps to obtain requisite approvals/no-objections/ consents and the matter will be placed for the approval of Shareholders at the appropriate time upon receiving necessary instructions from NCLT. Consequent to the above approval of the Scheme by Board, the Memorandum of Associations of the Company is required to be amended with a view to align the object clause with business activities proposed to be carried on, upon the Proposed Scheme becoming effective. The resolution for alteration of object clause is accordingly placed before the shareholders for their approval at the ensuing AGM. The Board recommends passing of the resolution proposed for amendment of the object clause.

In conformity with the provisions of the Act and Regulation 34 of the Listing Regulations, the Cash Flow Statement for FY 2023-24 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.

As on 31^st March, 2024, the authorised capital of the Company stood at 12,405 Lakhs divided into 41,35,00,000 equity shares of 3/- each. During FY 2023-24, the Company issued and allotted 6,81,700 equity shares of 3/- each under DTL Employees Stock Option Plan-2018 (Erstwhile ‘SML Employees Stock Option Plan-2018'). As on 31st March, 2024, paid-up equity share capital of the Company was 6,966.69 Lakhs (divided into 23,22,23,106 fully paid-up equity shares of 3/- each).

After the close of FY 2023-24, the Company allotted 7,40,000 equity shares of 3/- each under DTL Employees Stock Option Plan-2018, till the date of this report. Consequently, the paid-up equity share capital of the Company has increased to 6,988.89 Lakhs (divided into 23,29,63,106 fully paid-up equity shares of 3/- each) as on date of this report. The said equity shares rank pari-passu with the existing equity shares of the Company.

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 2024-25 has been paid to both the Stock Exchanges.

The Company has not transferred any amount to the Reserves during FY 2023-24.

In view of the losses during the year, your directors do not recommend any dividend to the shareholders. The ‘Dividend Distribution Policy' in terms of the Regulation 43A of the Listing Regulations is available on the Company's website at https://investorrelations. digispice.com/articles/845005173_Dividend%20 Distribution%20Policy.pdf

Pursuant to provisions of 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'), dividend which remains unpaid/unclaimed for a period of seven years from the date of its transfer to the unpaid dividend account are 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, 2024, 8,95,545 (Eight Lakh Ninety Five Thousand Five Hundred Forty Five) shares of the Company were lying in demat A/c of IEPF. During FY 2023-24, the Company was not liable to transfer any unclaimed/unpaid dividend/shares to IEPF Authority.

The shareholders whose dividends/shares which have been transferred to IEPF Authority during any previous years, may claim such dividends/shares from IEPF Authority by submitting an online application in the prescribed ‘Web Form IEPF 5' available on the website, www.iepf.gov.in and also send duly signed physical copy, to the Company, along with requisite documents as prescribed in the ‘Web Form IEPF 5' and the IEPF Rules.

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 Annual General Meeting (‘AGM') till the conclusion of 40th AGM of the Company to be held in the calendar year 2028.

The Auditors' Reports for FY 2023-24 does 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.

As required under provisions of Section 204(1) 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 has appointed M/s. Sanjay Grover & Associates, Company Secretaries, to conduct the Secretarial Audit for FY 2023-24. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Report forms part of this Annual Report.

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 the said requirement, the Secretarial Audit Report for FY 2023-24 of Spice Money, a material subsidiary of the Company, forms part of the Annual Report.

During FY 2023-24, 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.

The Board, on the recommendation of Audit Committee, in its meeting held on 16th May, 2024, re-appointed T R Chadha & Co LLP, Chartered Accountants, as Internal Auditors of the Company for FY 2024-25.

The Internal Auditors directly report to the Audit Committee.

During FY 2023-24, nine (9) meetings of the Board of Directors were held on 5th April, 2023, 7 th April, 2023, 1st May, 2023, 19 th May, 2023, 27 th July, 2023, 7^th November, 2023, 31st January, 2024, 7th March, 2024 and 27^th March, 2024. Meeting held on 7th November, 2023 was adjourned and the adjourned meeting was also commenced and concluded the same day i.e. on 7^th November, 2023. The details of attendance of the Directors in said meetings are given in CGR, which forms part of the Annual Report.

At present Mr. Rohit Ahuja, Executive Director, Mr. Venkatramu Jayanthi, Whole-time Director, Mr. Vineet Mahajan, Chief Financial Officer 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 2023-24, were as under: (a) Mr. Venkatramu Jayanthi (DIN: 08918442) was appointed as an Additional Director in the category of Non-Executive Director with effect from 31st January, 2024. The Shareholders of the Company approved through postal ballot, on 25^th April, 2024, appointment of Mr. Venkatramu as a Director on the Board of the Company. (b) Mr. Ram Nirankar Rastogi (DIN: 07063686) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from 31st January, 2024. The Shareholders of the Company approved through postal ballot, on 25th April, 2024, appointment of Mr. Rastogi as an Independent Director on the Board of the Company.

After the close of FY 2023-24, a) Mr. Vinit Kishore, CFO of the Company resigned with effect from 18th May, 2024. b) Mr. Vineet Mahajan was appointed as CFO of the Company with effect from 10th July, 2024. Mr. Subramanian Murali (DIN: 00041261), Non-Executive Director of the Company, whose office is liable to retire by rotation at the ensuing AGM and, being eligible, offers himself for re- appointment.

Mr. Mayank Jain (DIN: 00251609) was appointed as a Non-Executive Independent Director of the Company for a term of five consecutive years w.e.f. 1^st October, 2019. His first term as Non-Executive Independent Director of the Company will expire on 30^th September, 2024.

The Nomination and Remuneration Committee (‘NRC') and the Board at their respective meetings held on 8^th August, 2024, after taking into account the performance evaluation of Mr. Mayank Jain during first term and considering his knowledge, acumen, experience including proficiency, skills and based on declaration of independence, eligibility etc. and consent received from him, has recommended to the Shareholders his re-appointment for second term of five consecutive years. In opinion of the Board, he is a person of integrity and possesses the relevant expertise and experience (including the proficiency) and fulfills the conditions specified in the Act and Rules made thereunder and the Listing Regulations for reappointment as an Independent Director, he is independent of the management and his re-appointment as an Independent Director for the second term would be in the interest and benefit to the Company.

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/Committee memberships/ Chairmanships held by Mr. Murali and Mr. Jain in other Companies etc., forms part of the Notice convening the 36^th 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 SEBI/MCA or any such statutory authority, forms a part of this annual report.

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(1)(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 judgement and without any external influence.

The Board is of the opinion that the Independent Directors possess requisite 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 and Dr. (Ms.) Rashmi Aggarwal, Independent Directors of the Company 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.

A separate meeting of the Independent Directors was held on 28th March, 2024, without the presence of Non-independent Directors and the members of management. Independent Directors have 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. 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.

As on 31^st March, 2024, there were Eight (8) Committees of the Board of Directors, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee, Investment and Finance Committee, Committee (Growth) and Committee (Structure).

The details of the terms of reference, meetings held during the year under review, 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.

During FY 2023-24, the Board of Directors constituted a ‘Committee (Structure). The said Committee was assigned the responsibility for reviewing and evaluating the corporate structure of the Company and its subsidiaries and evaluating the necessary steps to be taken to streamline the structure; and to discuss, review and negotiate with consulting firm(s) with appropriate expertise in order to create a suitable structure.

The Board also constituted a ‘Committee (Growth)' during FY 2023-24. The said Committee was created to review and evaluate the acquisition of new businesses/entities from growth perspective and make recommendation to the Board; and to carry out such other functions as Committee may consider appropriate to achieve the said purpose.

During FY 2023-24, the Board reconstituted the earlier ‘Investment Committee' and changed its name to ‘Investment and Finance Committee'. The terms of reference of this revised Committee included, review of investment policy, review of portfolio investments, transfer of investment from one folio to another, to borrow from Banks and/or Financial Institutions and to carry out such other functions as may be assigned by the Board.

In compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations, the Company has a duly constituted an AC. The AC comprised of the following Directors during FY 2023-24:

During FY 2023-24, the AC has made several recommendations including quarterly Financial Results and Financial Statements, appointment of Internal Auditors, Statutory Auditors, Secretarial Auditors and other statutory matters and the Board accepted all the recommendations made by the AC.

The Board has a RMC which comprised of the following members during FY 2023-24:

After the close of FY 2023-24, Mr. Vinit Kishore ceased to be a member of RMC.

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

As required under Section 135(1) of the Act, the Company had constituted a CSR Committee which had following constitution during FY 2023-24:

Since the Company was not meeting the criteria provided under Section 135(1) during FY 2022-23, the provisions of Act and CSR Rules were not applicable to the Company during FY 2023-24.

As per the relevant regulations of the Listing Regulations and provisions of the Act, the Nomination and Remuneration Committee (‘NRC') formulate the criteria and the manner for effective evaluation of performance of the entire Board and its Committee and individual Directors and decided that it will be done by the Board itself internally.

The Committee reviews its implementation and ensures the compliances thereof.

Pursuant to applicable provisions of the Act and relevant regulations 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 of every Director's performance including the Executive Director. The performance evaluation of the Independent Directors have been done by the entire Board, excluding the Director being evaluated on the basis of performance and fulfillment of the independence criteria as specified under the Act and the Listing Regulations.

Pursuant to the provisions of Section 134(5) of the Act, the Directors hereby confirm that: (i) in the preparation of annual accounts for the FY 2023-24, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) they have selected such accounting policies and applied them consistently and made judgements and estimates 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, 2024 and of the profit/loss of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis; (v) they have laid down proper internal financial controls to be followed by the Company and such internal financial control are adequate and were operating effectively; and (vi) they have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The financial statements have been prepared in accordance with the Indian Accounting Standards

(Ind-AS) prescribed under provisions of Section 133 of the Act read with rules made thereunder. These affirmations are based on the system of Company on internal control and compliance, the report of internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee.

In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis (‘MDA') Report forms an integral part of this Report.

BRSR reporting is not applicable to the Company as it has not been part of the top 1000 Companies based on market capitalisation as on 31st March, 2023.

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

The Company has in place an established internal financial control (‘IFC') system 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 Company had appointed an external agency to conduct review, testing and verify the prevalent internal financial control and risk management system. 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 31^st March, 2024.

In accordance with the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY 2023-24, is available on the Company's website at link https://investorrelations.digispice.com/ documents/118605907_annual-return-2023-2024.pdf

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

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.

During FY 2023-24, 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, 2024.

All related party transactions, undertaken during FY 2023-24, are in compliance with the applicable provisions of the Act and the Listing Regulations. Further, no contracts, arrangements or transactions entered into during the reporting year required approval from Shareholders.

As required under the Regulation 23 of Listing Regulations, all related party transactions are placed before the 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 2023-24:

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;

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.

The disclosure of related party transactions as required under provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report. The details of the transactions with related parties are provided in Note 33 of standalone 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 Standalone Financial Statements.

Pursuant to provisions of Section 177 of the Act, Regulation 22 of the Listing Regulations and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, 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 behaviour, actual or suspected fraud or violation of the Code of Conduct of the Company. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected. This Policy also provides for adequate safeguards against victimisation of director(s) or employee(s) or any other person who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorised 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://investorrelations.digispice.com/files/SML-WBP-01-04-2019.pdf

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 of 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 2023-24, 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 allotted under ESOP scheme and reimbursement of expenses, wherever required.

The NRC in its meetings held on 18th September, 2018, 5^th February, 2019, 1 st August, 2022 and 8 th August, 2024 had granted Options under DTL Employees Stock Option Scheme - 2018 (‘ESOP Scheme') to eligible employees.

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, 2024, 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/files/ESOP_ Disclosure_2024.pdf

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 covered as mentioned under the said rule is annexed as Annexure - A which forms part of this report.

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, 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.

The statement of complaints filed, disposed of and pending as on 31st March, 2024 is provided in the Corporate Governance Report.

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

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 given as Annexure - B.

The Company has complied with the provisions of Secretarial Standard 1 (Secretarial Standard on meetings of the Board of Directors) and Secretarial Standard 2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

There were no material changes and commitments affecting the financial position of the Company during FY 2023-24. The details of discontinued operations are already provided in this report under the head ‘Performance Review and State of Company Affairs'. Subsequent to close of FY 2023-24, the Board has approved a Scheme of Amalgamation by way of merger, the brief whereof is provided earlier in this report, under the head ‘Restructuring through Scheme of Amalgamation by way of Merger'.

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

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