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ALLDIGI TECH LTD.

21 November 2024 | 12:00

Industry >> IT Enabled Services

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ISIN No INE835G01018 BSE Code / NSE Code 532633 / ALLDIGI Book Value (Rs.) 161.08 Face Value 10.00
Bookclosure 06/11/2024 52Week High 1252 EPS 42.00 P/E 21.97
Market Cap. 1405.81 Cr. 52Week Low 617 P/BV / Div Yield (%) 5.73 / 4.88 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Board takes pleasure in presenting the twenty fifth (25th) Annual Report of Allsec Technologies Limited ("the Company" or "Allsec") (CIN: L72300TN1998PLC041033) along with the audited financial statements (Standalone and Consolidated) for the financial year ended March 31,2024.

In compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and significant developments during the financial year from 01 April, 2023 to 31 March, 2024.

1. Financial Performance

The standalone and consolidated financial highlights of the Company's operations are as follows:

(Rs. In Lakhs)

PARTICULARS

STANDALONE

CONSOLIDATED

YEAR ENDED

YEAR ENDED

March 31, 2024

March 31, 2023

F/(A)*

March 31, 2024

March 31,2023

F/(A)*

Revenue from Operations

31,405

27,907

13%

46,937

39,045

20%

Total Costs

24,926

22,963

(9%)

35,379

30,202

(17%)

EBIDTA

6,479

4,944

31%

11,558

8,843

31%

EBIDTA (%)

21%

18%

25%

23%

Other Income

(4,518)

(3,415)

32%

(690)

(803)

(14%)

Depreciation and amortization expense

2,428

2,264

(7%)

3,358

2,825

(19%)

Finance costs

292

310

6%

380

367

(4%)

Profit before exceptional items and tax

8,277

5,785

43%

8,510

6,454

32%

Exceptional items

-

-

-

-

-

-

Profit before tax

8,277

5,785

43%

8,510

6,454

32%

Profit after tax

6,637

4,632

43%

6,400

4,886

31%

*F / (A) stands for Favourable / Adverse

2. Business Outlook

The Company operates into two business segments. As per current market dynamics and upgraded service offerings to our clients, it was strongly felt that name of line of business segments be refreshed and aligned with market aspirations, expectations and advance service features. Accordingly, existing Line

of Businesses (LOBs) were re-named from Digital Business Services ("DBS") to Customer Experience Management (“CXM”) and from Human Resources Outsourcing ("HRO") to Employee Experience Management (“EXM”). This change was only limited to re-naming of existing business segments, without changing the reporting structure of segments of

business. During the year, there is no change in the nature of the Company's business.

EXM business caters to the payroll and other HR services for our clients and the CXM business provides the voice and non-voice services to domestic and international clients. The EXM business is largely delivered out of India and Manila. The EXM business segment has a great year with more than 13.5% increase in sales over the previous financial year and in making some key client acquisitions both in the domestic and international market. The year also marked bagging large deals with few large clients in terms of value. Nevertheless, the business segment has set for itself a steadfast path for the upcoming FY with a planned product road map and a trained sales team.

Another business segment of your Company, CXM has also marked remarkable growth of 24% compared to previous financial year. This year was a remarkable year for CXM with introducing multiples service offerings and processes for various industries, resulting in rapid expansion with increased capacity both in domestic as well as international centres. The path going forward for the CXM business would be improvement in business through increased offering and digital solution offerings. The CXM business is delivered out of India, Dallas (United States of America) and Manila.

Overall, the operational financial performance of your Company continued to improve during this year. Standalone Profit before Tax and Exceptional Items (PBTE) stood at '8,277 lakhs as compared to '5,785 lakhs in the previous year. Your Company has reported Net profit after tax for the current year at '6,637 lakhs as compared to Net profit after tax of '4,632 lakhs for the previous year.

Consolidated Revenues including other income for the year stands at '47,627 lakhs as compared to '39,848 lakhs in the previous year. Consolidated Profit before Tax and Exceptional Items increased to '8,510 lakhs

from '6,454 lakhs in the previous year. Net profit after tax stood at '6,400 lakhs from '4,886 lakhs in the previous year. Detailed analysis of the business outlook and standalone/consolidated results forms part of the Management Discussion and Analysis (MD & A) report provided separately as part of the Annual Report.

3. Reserves

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

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

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company along with corresponding shares are liable to be transferred to IEPF.

During the year under review, there were no unclaimed dividend and corresponding shares which were due to be transferred to IEPF Authority by the Company.

5. Dividend Distribution Policy

In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company had adopted the Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders. These parameters include Company's distributable profits, utilization and future plans, capital expenditure and such other factors as may be considered by the Board for optimum dividend payouts. The Dividend Distribution Policy is available on the Company's website at www.allsectech.com/ investor-information/.

6. Dividend

In line with the Dividend Distribution Policy, your Board of Directors have considered following dividends to the equity shareholders: -

a. declared an Interim Dividend at their meeting held on October 26, 2023 for '30/- per equity share of face value of '10/- each amounting to a total dividend payout of '4,571.50 lakhs; and

b. recommended final dividend for approval of shareholders, at their meeting held on May 6, 2024 for '15/-per equity share of face value of '10/-each amounting to a total dividend payout of '2,285.75 lakhs.

7. Share Capital

During the year under review, there has been no change in the authorized share capital of the Company. The paid-up Equity Share Capital of the Company as of March 31 , 2024 stood at '15,23,83,260/- consisting of 1,52,38,326 equity shares of '10/- each with no change during the year.

8. Subsidiary Companies

As on March 31 , 2024, your Company has two subsidiaries namely Allsectech Inc., USA and Allsectech Manila Inc., Philippines. During the year under review, there has been no change in the status of subsidiary/ joint venture/ associate companies and no other entities have been added or ceased to be the subsidiary/ joint venture/ associate of the Company.

In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of the financial statements of all subsidiaries of the Company (Form AOC -1) is attached to the consolidated financial statements.

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

2014, the financial position and performance of the subsidiaries are included in the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with audited financial statements of the subsidiaries, are available on the Company's official website at https:// www.allsectech.com/investor-information/.

The Company has a policy for determining the materiality of subsidiaries and the same is uploaded on the Company's website at https:// www.allsectech.com/investor-information/. As stated above, both subsidiaries i.e. Allsectech Inc., USA and Allsectech Manila Inc., continues to be material subsidiaries of the Company.

9. Significant Developments during the year

a. Merger of Conneqt Business Solutions Limited, Holding Company with Quess Corp Limited, Ultimate Holding Company

During the year under review, National Company Law Tribunal, Bengaluru Bench had passed an Order dated November 07, 2023 approving the Scheme of Amalgamation of MFX Infotech Private Limited, Greenpiece Landscapes India Private Limited and Conneqt Business Solutions Limited ("Transferor Companies") with Quess Corp Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme"). Pursuant to the same, Transferor and Transferee Companies have implemented the Scheme by filing certified copy of the order passed by Hon'ble NCLT, Bengaluru Bench with the jurisdictional Registrar of Companies on November 30, 2023.

As a consequence of implementation of the Scheme, equity shareholding of 73.39% held by Conneqt Business Solutions Limited (Holding Company) in the Promoter Category have been transmitted to Quess Corp

Limited, (Ultimate Holding Company). Hence, Quess Corp Limited became our Holding Company and holds 73.39% of total equity shareholding in the category of Promoter as of March 31,2024.

b. Sale of Labour Law Compliances services business ("LLC Business”)

During the year under review, the Company agreed to sell its Labour Law Compliances services business ("LLC Business") by way of slump sale to Aparajitha Corporate Services Private Limited ("Purchaser") in terms of a Business Transfer Agreement ("BTA") executed on February 06, 2024. The purchaser, is engaged in the business of providing compliance assurance solutions, related products in the Governance, Risk and Compliance domain. The purchaser is not related to promoter/promoter group nor a related party.

The rationale behind sale of the LLC Business was to simplify the organisational and operational structure by enabling sharper management focus on specialised business verticals and unlocking value for other businesses to optimize future business growth of your Company.

Accordingly, in terms of the signed BTA, the sale of the LLC Business was completed with effect from April 30, 2024, as mutually agreed between the parties.

Your Company had made appropriate and timely dissemination of information in this regards vide intimations to Stock Exchanges and uploads to the Company's official website at https://www.allsectech.com/investor-information/, as and when there were material updates.

10. Directors and Key Managerial Personnel (KMPs):

As on March 31 , 2024, the Board comprises of three (3) Non-executive Non-Independent Directors and three (3) Non-Executive

Independent Directors, including a Woman Director. The Company has a Non-Executive Chairman and the number of Independent Directors is not less than half of the total number of Directors. A detailed update on the Board and its Committees' composition have been given in the Report of Corporate Governance forming part of this Report.

a. Director retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Mr. Ajit Abraham Isaac (DIN: 00087168), Chairman and Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment.

A resolution seeking shareholders' approval for his re-appointment forms part of the AGM Notice.

b. Appointment and Resignation of Directors

During the year under review, there has been no change in the Directors of the Company. None of the Directors of the Company is disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Consequent to the expiry of the tenure of Independent Directors, the Board of your Company being satisfied with the integrity, expertise and experience of the Independent Directors has proposed to take up the resolution for reappointment of Independent Directors for their second term of five (5) consecutive years at the ensuing Annual General Meeting. Resolution seeking shareholders' approval for reappointment of Independent Directors for the second term of five (5) consecutive years forms part of this AGM Notice.

c. Appointment and Resignation of Key Managerial Personnel

During the year, Mr. Neeraj Manchanda was appointed as the Company Secretary and Compliance Officer by the Board on the recommendations of the Nomination and Remuneration Committee with effect from September 28, 2023; Ms. Sripiriyadarshini, resigned and ceased to be the Company Secretary and Compliance Officer with effect from the close of business hours of September 27, 2023.

Pursuant to the provisions of Section 203 of the Act, Mr. Naozer Dalai, Chief Executive Officer; Mr. Gaurav Mehra, Chief Financial Officer and Mr. Neeraj Manchanda, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2024.

d. Meetings of the Board and Committees of the Board

During the year under review, the Board of your Company met five (5) times. A detailed update on the Board and its Committees' composition, terms of reference and the number of meetings held during the year have been given in the Report of Corporate Governance forming part of this Report.

e. Board Diversity and Policy on Nomination and Remuneration

The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, geography, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise, experience and such other criteria as formulated through the Nomination and Remuneration Policy of the Company.

In terms of the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Board of Directors has adopted Policy on Board Diversity and Policy on Nomination and Remuneration. The Policies framed on the subject can be accessed from the Company's website at the web link: https://www.allsectech.com/ investor-information/.

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

f. Annual Board Evaluation

Pursuant to Section 134 (3) of the Companies Act, 2013, the applicable Companies (Accounts) Rules, 2014 and Listing Regulations, annual performance evaluation was conducted by way a detailed and structured questionnaire formulated based on various performance parameters and evaluation matrix. Evaluation was separately carried out for the Board as a whole and its committees, all individual directors including independent directors and chairman. In a separate meeting of Independent Directors held in compliance with the requirements of Regulation 25(7) of the Listing Regulations, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated.

The Nomination and Remuneration Committee also reviewed the performance evaluation and its outcome. The Board subsequently reviewed the outcome of the Board evaluation process.

g. Declaration of Independence

Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified

in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1 )(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

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

h. Familiarisation Programme

Familiarisation Programme for Independent Directors have been conducted with a view to update them on the policies and procedures of the Company, overall business and industry structure, internal and external factors etc.. Periodic presentations are also made at the Board Meetings on business and performance, long term strategy initiatives and risks involved to familiarize the Independent Directors of the same. The details about the familiarization programme adopted by the Company have been posted on to the website of the Company under the web link https:// www.allsectech.com/investor-information/.

11. Audit & Auditors

a. Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Reg. No.:008072S), were appointed as Statutory Auditors of the Company by the shareholders at the 20th Annual General Meeting held on September 30, 2019, to hold office up to the conclusion of the 25th Annual General Meeting.

Based on the recommendations of the audit committee, your Board of Directors have recommended the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, to hold office for a further period of five (5) years from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting and accordingly, the resolution seeking reappointment forms part of the AGM Notice for consideration by shareholders.

The Company has received necessary certificates under Sections 139 and 141 of the Companies Act, 2013, to the effect that they satisfy the conditions under the Companies Act, 2013 and the rules made thereunder for the above appointment and consented to be appointed as statutory auditors of the Company for their second (2nd) term. As required under the SEBI (LODR) Regulations 2015, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors' Report is enclosed with the financial statements given in this Report. During the year under review, the Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

b. Internal Auditors

M/s. Ernst & Young LLP were appointed as the Internal Auditors of the Company for the financial year 2023-24 by the Board upon recommendation of the Audit Committee in its meeting held on 8th of May, 2023. However, to ensure consistency among Group Companies; M/s. Grant Thornton LLP were appointed as the Internal Auditors by the Board for Internal Audit with effect from Q2 of FY 2024.

internal Auditors conduct the audit on the basis of a detailed internal audit plan which is reviewed each year in consultation with the internal Audit Team and the Audit Committee. Internal Auditors give presentations and provide a report to the Audit Committee on a quarterly basis.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed M/s. SPNP & Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake Secretarial Audit of the Company for the financial year ending March 31,2024.

The Secretarial Audit Report for financial year ending March 31, 2024 is annexed as Annexure - A and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification or adverse remark for the year under review. During the year under review, the Secretarial Auditors have not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

Further, as per the amended Regulation 24A of the Listing Regulations, the Secretarial Compliance Report of the Company for the financial year ended March 31 , 2024 is annexed as Annexure - B.

d. Cost Auditors

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

12. Risk Management

Risk Management is an integral part of the Company's business process. To have a sharper focus, the Company has constituted a Risk Management Committee to focus on risk management and mitigation including determination of Company's risk assessment, risk categories, action plan, risk tolerance and risk mitigation strategies (risk identification, risk quantification and risk evaluation) etc. The Risk Management policy, as approved by the Board, is displayed on the official website of the Company and can be accessed by using the link https://www.allsectech.com/ investor-information/.

Detailed update on risks posed before the Company has been covered under the Management Discussion and Analysis Report and Business Responsibility and Sustainability Report forming part of this Annual Report.

13. Internal Financial Control and Adequacy

The Company has established a robust framework for internal financial controls. This framework is having adequate safeguards and procedures & policies for ensuring orderly and efficient conduct of business, including adherence to the Company's policies and safeguarding of its assets. Board has adopted adequate policies and procedures for prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Moreover, internal Audit is also conducted by an independent agency and the main scope of the Audit is to test and review controls, appraisal of risks and business processes.

Your Board periodically reviews the internal processes, systems and the internal financial controls and accordingly, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls.

14. Related Party Transactions

Transactions entered into with wholly owned subsidiaries of the Company are

generally exempted under Section 188 of the Companies Act, 2013. Apart from this, there were no materially significant related party transactions entered by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations. All related party transactions entered during the year were on an arm's length basis and in the ordinary course of business. Prior omnibus approval has been obtained from the Audit Committee for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. The Company has adopted a policy for dealing with related party transactions and the same is made available on the Company's website at https://www.allsectech.com/ investor-information/.

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

Information on transactions with related parties, if any, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure C. Details pertaining to the related party transactions entered during the year under review are also provided in the notes to the Financial Statements, forming part of this Report.

None of the Directors of the Company have any pecuniary relationship or transactions with the Company, other than disclosed in the Corporate Governance Report, forming part of this report.

15. Vigil Mechanism / Whistle Blower Policy

In accordance with the requirements of the Companies Act 2013, your Company has

established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns. The said policy meets the requirements of the Vigil Mechanism framework under the 2013 Act, and the members can view the details of the policy on https://www.allsectech.com/ investor-information/. No member has been denied access to Vigil Mechanism and no complaints have been received during the year through Vigil Mechanism.

16. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Your Company being in Information Technology Enabled Services (ITES) business sector, requires only minimal usage of energy and further each and every endeavor is being made to ensure optimal use of energy, avoid wastages and conserve energy.

The Company is a pioneer in workforce management and technology and has used information technology extensively in its operations. The Company has an in-house information technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.

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

(' In Lakhs)

Particulars

Amount

Earnings in Foreign Currency

31,404.96

Expenditure in Foreign Currency

685.54

17. Corporate Social Responsibility

Corporate Social Responsibility (“CSR”) is an integral part of the value system of the Company. As a responsible corporate citizen, your Company is committed towards its social responsibilities to bring a positive impact in the society which is in line with our vision: -"To contribute positively to the society and bring about sustainable change in the lives of the marginalized communities especially that of small and medium sized enterprise employees and their families aiming towards holistic development through innovative interventions in the area of health and education."

As part of the CSR vision and policy; the Company had allocated '53 lakhs towards CSR activities during the financial year 2023-24. Out ofthe allocated funds, ' 21,66,000 had been spent on various programmes such as School Enhancement, Health & Wellbeing and '31,34,000 remains unspent as on March 31, 2024. This unspent amount was required to be utilized for the proposed Paediatric care center, being developed with a vision to create a leading speciality children's health center by providing state of the art paediatric medical and clinical care at CMC Vellore. Currently, the project is under regulatory & medical clearance (approval stage) and therefore, CMC Vellore has not requested further funds from the Company. The amount lying unspent as of the year end had been transferred to Unspent CSR Account within stipulated timelines and shall be duly utilised for the allocated project.

A detailed report on the CSR contributions and expenditure during the year are being given as part of the Annual Report on CSR Activities as Annexure - E to this Report. Also, details of CSR Committee constituted under Section 135 of the Act along with its composition, terms of reference and meetings held forms part of the Corporate Governance Report and the CSR policy describing the Company's philosophy on CSR can be accessed by following the link: https://www.allsectech. com/investor-information/.

18. Public Deposits

Your Company has not accepted any deposits from the public during the period under review and did not have any outstanding deposits.

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

There are no Employees Stock Option Plan or Employees Stock Purchase Scheme that is currently in vogue.

20. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future

There were no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status and the Company's operation in the future.

21. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof -Not Applicable

22. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year - Not Applicable

23. Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report

There are no materialchanges orcommitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the Report.

24. Information Required Under Sexual

Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year, the Committee has received three (3) complaints and all the complaints stands closed.

25. Quality & Information Security

The Company has a robust Quality Management, Information Security Management system and Data Privacy framework in place to identify the potential risks, areas of improvement and to ensure smooth business operations.

ISO 9001:2015, Quality Management System certification for Chennai facility and ISO 27001:2013, Information Security Management System certification for all Allsec's facilities in Chennai, Bengaluru, Noida and Manila cities globally are renewed in Feb' 24 and are valid till Feb' 25.

The PCI DSS compliance certifications for CXM business are renewed in June '23 for Chennai and Manila facilities and in Feb '24 for Bengaluru and Noida facilities respectively. These are valid for 1 year period from the date of renewal.

Existing SSAE 18 / ISAE 3402, SOC1, Type II which is a graduated version of SAS 70 Type II audit reporting for HRO payroll business has been performed in Q1 for one client as per their exclusive controls requirements as requested by them and also in Q2 for some clients. Overall, we perform this audit thrice in a year for different time periods of a financial year for payroll business to cater to different clients' requirements as a standard practice. This increased frequency makes the system more robust.

To fulfill the requirements for one US Healthcare business program in Manila facility, we renewed existing HIPAA certification in Oct 23. We also got new facility taken up in Manila HIPAA certified in Oct 23. Further, we got existing HIPAA certification for Chennai facility renewed in Feb 24. HIPAA certification is mandatory if we are providing service delivery for any client that deals with US citizens' / residents' health information and it is an Act of US.

General Data Protection Regulation (GDPR) is a regulation in EU law on data protection & privacy for all European Union (EU) citizens and residents. It also addresses the requirements to be fulfilled for export of personal data from EU to outside the EU. This act is applicable to all entities which can be located anywhere in the world and have to mandatorily deploy the GDPR framework and controls if they collect or process personally identifiable information (PII) of EU citizens or those residing in EU. We established the GDPR framework 5 years ago. We continued strengthening the controls and our system in line with this regulation and its periodic enhancements for the business lines where it is applicable.

Further we continued our efforts in strengthening the systems deployed to fulfill the compliance requirements of Philippines Data Privacy Act and California Consumer Privacy Act (CCPA) for the client programs where these acts are applicable.

The Digital Personal Data Protection Act 2023, popularly called as DPDPA 23 is an Indian Data Privacy Law introduced by Indian Government and received the assent of President of India on August 11, 2023. This act aims at safeguarding the digital personal data of Indian citizens and is applicable to the processing of digital personal data within India where such data is collected online, or collected offline and is digitised. It will also apply to such processing outside India, if it is for offering goods or services in India. The effective date of this Act has not yet been announced by Government of India and also a notification providing more details on some of the requirements of this Act is awaited. We reviewed the requirements of this Act and commenced the deployment of processes and controls in our organization so as to be ready and be compliant with the requirements once Government of India announces the effective date and additional rules.

26. Environment, Health & Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

27. Annual Return

In terms of Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return as on March 31, 2024 is available on the Company's website at - https://www.allsectech.com/investor-information/

28. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under Section 186 of the Act forms

part of the Notes to the financial statements provided in this Report.

29. Management Discussion & Analysis

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

30. Particulars of Employees

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

The statement containing the top 10 employees on roll and particulars of employees employed throughout the year whose remuneration is more than '102 lakhs or more per annum and employees employed part-time and in receipt of remuneration of '8.5 lakhs or more per month as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the members of the Company in line with the provision of Section 136 of the Act. Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing AGM during business hours on working days.

31. Corporate Governance

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of this Report.

A Certificate from M/s. SPNP & Associates, Practicing Company Secretaries confirming the compliance of conditions of Corporate Governance during the FY 2023-24, as stipulated under the Listing Regulations is annexed as Annexure - F of this Report.

32. Business Responsibility and Sustainability Report:

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social and governance perspective forms a part of this Report.

33. Directors' Responsibility Statement

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

a. In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. They had prepared the annual accounts on a going concern basis;

e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. Proper systems were in place so as to ensure compliance with the provisions of all applicable laws and were adequate and operating effectively.

34. Secretarial Standards

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

35. Investor Services

Your Company will constantly endeavor to give the best possible services to the investors. Towards this end, the following are some of the initiatives taken by the Company:

The investor information section of the Company's website (www.allsectech. com), furnishes important financial details and other data of frequent reference by the investors as per Regulation 46 of the Listing Regulations. The Company also has a Stakeholders' Relationship Committee to address shareholders' grievances, if any and resolve them as and when they are reported. The Company has provided an exclusive email id: investorcontact@allsectech.com for the investors to facilitate the redressal of their queries and complaints.

The Company has appointed M/s. KFin Technologies Limited as Registrars & Share Transfer Agents for attending to issues relating to physical shares and routine services requests.

Shareholders can also address any unresolved issues or information requests by postal mail to - Company Secretary, Allsec Technologies

Ltd, 46C, VeLachery Main Road, VeLachery, Chennai 600042.

Shareholders are requested to update their email addresses with their respective depository participants so that the Company can provide better services at aLL times.

36. Acknowledgement

Your Directors wish to pLace on record their appreciation for the excellent support and cooperation given by customers, shareholders, service providers and Government Agencies.

Your Directors also record their appreciation and gratitude to Financial Institution and Bankers for their continued support and timely assistance in meeting the Company's resource requirements. Your Directors acknowledge the dedicated services rendered by aLL the employees of the Company.

37. Cautionary on Forward-Looking Statements

Certain statements in this Report and the Management's Discussion & Analysis Report regarding our business operations may constitute forward-looking statements. These include all statements other than statements of historical facts, including those regarding the financial position, business strategy, management pLans and objectives for future operations.

Forward-looking statements can be identified by words such as 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'wiLL', 'pLans', 'outLook' and other words of simiLar meaning in connection with a discussion of future operation or financial performance.

Forward-Looking statements are necessariLy dependent on assumptions, data or methods that maybe incorrect or imprecise and that may be incapabLe of being reaLised and as such, are not intended to be a guarantee of future results, but constitute our current expectations based on reasonable assumptions. Actual results could differ materially from those projected in any forward-looking statements due to various events, risks, uncertainties and other factors. We neither assume any obligation nor intend to update or revise any forward-looking statements, whether as a resuLt of new information, future events or otherwise.