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DigiSpice Technologies Ltd.

BSE: 517214 Sector: Telecom
NSE: DIGISPICE ISIN Code: INE927C01020
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VOLUME 12067
52-Week high 52.70
52-Week low 24.25
P/E
Mkt Cap.(Rs cr) 619
Buy Price 0.00
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Sell Price 0.00
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OPEN 28.00
CLOSE 27.85
VOLUME 12067
52-Week high 52.70
52-Week low 24.25
P/E
Mkt Cap.(Rs cr) 619
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DigiSpice Technologies Ltd. (DIGISPICE) - Director Report

Company director report

Dear shareholders

Your directors have pleasure in presenting the thirty third annualreport together with the audited financial statements of the company for the financialyear ended on 31st march 2021. Financial results

The consolidated and standalone financial performance of the companyfor the financial year ended 31st march 2021 is summarized below:

(amount in rs. Lakhs)

Particulars

For the financial year ended 31.03.2021

For the financial year ended 31.03.2020

Consolidated Standalone Consolidated Standalone
Total revenue from continuing operations 73663.35 13039.45 41884.39 13197.18
Earnings before finance costs tax 3731.05 642.75 1858.70 (108.67)
Depreciation & amortization and exceptional
Items from continuing operation
Share of (profit)/loss of associates and a joint venture (64.49) - (88.87) -
Depreciation and amortization expense 2266.35 751.43 2061.67 918.30
Finance costs 159.75 124.50 422.81 249.27
Exceptional items - 49.88 (4619.30) (6786.69)
Profit/(loss) before tax from continuing operations 1240.46 (283.06) (5333.95) (8062.93)
Tax expenses
Current income tax 611.32 49.16 532.20 189.35
Income tax adjustment for earlier years (net) (30.54) 91.13 143.10 -
Deferred tax charge/ (credit) 62.17 (20.69) (477.57) (373.36)
Profit/(loss) for the year from continuing operation 597.51 (402.66) (5531.68) (7878.92)
Profit/(loss) for the year from discontinued operation (38.64) - (39.34) -
Total profit/ (loss) for the year (558.87) (402.66) (5571.02) (7878.92)
Other comprehensive income for the year 112.62 2.72 3.42 (27.80)
Total comprehensive income for the year 671.49 (399.94) (5567.60) (7906.72)
Share of minority in profits/(losses) (558.65) - (608.07) -
Profit / (loss) for the year attributable to equity shareholders 1230.14 (399.94) (4959.53) (7906.72)

Performance review and state ofthe company affairs

The company is engaged in the business of digital transformation ofprivate & public enterprises and governments. While building a strong ecosystem overthe last two decades the company has emerged as a technology solutions and communicationsplatform provider globally. There has not been any change in nature of business in lastone year. The company through its direct and step down subsidiaries is operating inindia south asia and africa. The company through its material subsidiary "spicemoney limited" is engaged in providing financial technologies services (fintechbusiness).

The company at the consolidated level achieved a total income of rs.73663 lakhs for the year ended 31st march 2021 as against Rs. 41884 lakhs forthe previous year ended 31st march 2020. The profit after tax at the consolidated levelfor the year ended on 31st march 2021 is rs. 598 lakhs as against loss of rs.5532 lakhs in the previous year ended 31st march 2020.

The company at the standalone level has earned a total income of rs.13039 lakhs for the year ended 31st march 2021 as against rs. 13197 lakhs forthe previous year ended 31st march 2020. The company has incurred a loss of rs. 403 lakhsfor the year ended 31st march 2021 as against a loss of rs. 7879 lakhs in theprevious year ended 31st march 2020.

Impact of covid-19virus pandemic onthe company

The coronavirus (‘covid-19') pandemic has continued to causesubstantial disturbance globally and in india resulting in considerable slowdown ofeconomic activity. There have been delays in collection from customers and possibledelinquencies in receivables from customers due to the impact of covid. India was hit hardby the 2nd wave of covid 19 pandemic in april 2021 and thereafter. The state governmentsstarted announcing simultaneous lockdowns across the country.

To ensure business continuity for us and our customers keeping in mindthe safety of our employees we:

continued work from home policy for all employees with the exceptionof some essential roles that need to be conducted from an office or on location forcritical network maintenance for which all necessary arrangements were made to ensuretheir safety and protection.

continued to prioritise virtual meetings and events even while globalbusinesses gradually opened.

During the year the company has put in place the mandatory protocolsand standard operating procedures (sops) for all its employees such as submission of selfdeclaration forms thermal screening sanitization maintaining social distancing amongothers as per the guidelines stipulated by the ministry of home affairs of the governmentof india and applicable state guidelines.

Further details of the impact of covid-19 on company's businesseshave been covered under the management discussion and analysis section of the annualreport.

Highlights of performance of subsidiaries associates and jointventures

The company as of march 31 2021 has 23 subsidiaries and 2 associates.The performance highlights of the direct/material subsidiaries are given below:

(a) spice money ltd. (formerly spice digital limited)

spice money is india's leading rural fintech organisation offeringdigital financial and e-retail services primarily to under banked and underserved citizensfrom semi urban and rural india in a technology enabled assisted model and through itscutting edge technology and wide network of spice money adhikaris is bridging the gaps inaccess to various financial services for the masses across the length and breadth ofindia.

spice money is using the aeps (aadhaar enabled payment system) and matm(mini atm) infrastructure of banks/npci/uidai to enable last mile kirana stores &other small format stores to provide basic banking services such as cash in and cash outin rural and semi urban india. Spice money is also a holder of bbpou licence and providesthis service owing to the convenience it offers of round-the-clock bill payments tomultiple billers from a single platform.

it achieved consolidated revenue of rs. 57803 lakhs for the year ended31st march 2021 (31st march 2020: rs. 25024 lakhs). It reported a net profit of rs.1070 lakhs vis-a-vis proft of rs. 194 lakhs in the previous year ended 31st march 2020.

(b) s global services pte. Ltd. (formerly sgic pte. Ltd.)

this company is incorporated in singapore and is in the business ofvalue added services and digital technology & solutions and has a global presenceoperating through its subsidiaries both direct & step down subsidiaries.

it achieved consolidated revenue of rs. 3084.80 lakhs for the yearended 31st march 2021 (31st march 2020: rs. 4510.67 lakhs). The consolidated profitafter tax for the year ended 31st march 2021 is rs. 633.87 lakhs (31st march 2020: lossof rs. 3748.10 lakhs).

the previous year loss includes exceptional items of rs. 3563.30 lakhspertaining to provision made on trade receivables out of which provision of rs. 3607.79lakhs is due from a customer under a long term contract the payment of which was linkedto certain milestones and fund raise of the customer.

(c) spice digital bangladesh limited

this company is incorporated in bangladesh and is in the business ofvalue added services and digital technology & solutions. It achieved revenue of rs.46.73 lakhs for the year ended 31st march 2021 (31st march 2020: rs. 88.34 lakhs). Lossafter tax for the year ended 31st march 2021 is rs. 351.83 lakhs (31st march 2020: lossof rs. 139.11 lakhs).

(d) digispice nepal limited

this company is incorporated in nepal and is in the business of valueadded services and digital technology & solutions. It achieved revenue of rs. 119.79lakhs for the year ended 31st march 2021 (31st march 2020: rs. 169.02 lakhs). Loss aftertax for the year ended 31st march 2021 is rs. 20.91 lakhs (31st march 2020: profit of rs.5.42 lakhs).

(e) spicevas (africa) pte. Limited

spice vas group is in the business of providing of digital services("vas") in africa and indonesia. Currently the operations of

Spice vas covers countries like ghana kenya indonesia zambianigeria and singapore.

it achieved consolidated revenue of rs. 2864.17 lakhs for the yearended 31st march 2021 (31st march 2020: rs. 4101.90 lakhs).

The consolidated loss after tax for the year ended 31st march 2021 isrs. 2920.27 lakhs (31st march 2020: loss of rs. 3135.57 lakhs).

The salient feature of the performance and financial position of eachof the subsidiaries and associate companies are given in form aoc-1 attached to theconsolidated financial statements for the year ended 31st march 2021 and forms anintegral part of the annual report. Share capital

As on 31st march 2021 the authorized capital of the company stood atrs. 12405 lakhs divided into 413500000 equity shares of rs. 3/- each.

During the year under review the company has issued and allotted494314 equity shares of rs. 3/- each under sml employees stock option plan-2018.Consequently as on 31st march 2021 paid-up equity share capital of the company was rs.6851.89 lakh (divided into 228396379 fully paid-up equity shares of rs. 3/- each).

After closure of the financial year the company has allotted 685386equity shares of rs. 3/- each under sml employees stock option plan-2018. Consequentlythe paid-up equity share capital of the company has increased to rs. 6872.45 lakh(divided into 229081765 fully paid-up equity shares of rs. 3/- each).

Transfer of amountto reserves

The company has not transferred any amount to the reserve during thefinancial year ended 31st march 2021.

Dividend

In view of losses during the year under review your directors do notrecommend any dividend to the shareholders.

In pursuance to amendment in regulation 43a of sebi (listing obligationand disclosure requirement) regulations 2015 vide sebi

(lodr) (2nd amendment) regulations 2021 board of directors in itsmeeting held on 9th of june 2021 has adopted the dividend distribution policy. Thedividend distribution policy of the company is available on the company's website andcan be accessed at https://digispice.com/ddp_policy.pdf

Transfer of unclaimed dividend and sharesto investor education andprotection fund

In terms of section 124 of the companies act 2013 dividend whichremains unpaid/unclaimed for a period of seven years from the date of its transfer to theunpaid dividend account is required to be transferred to the investor education andprotection fund (iepf) established by the government of india. Accordingly the companyhas transferred the unpaid/unclaimed dividend pertaining to the dividend of financialyear 2013-14 amounting to rs. 2.01 lakh to the iepf account. After closure of thefinancial year the company has also transferred unpaid/unclaimed dividend pertaining tothe financial year 2012-13 amounting to rs. 16.17 lakh to iepf account. Further pursuantto the provisions of the investor education and protection fund authority (accountingaudit transfer and refund)

Rules 2016 as amended from time to time all shares in respect ofwhich dividend has not been claimed by the shareholders for seven consecutive years ormore are liable to be transferred to the iepf established by the central government. Thecompany has transferred 60086 and 97647 equity shares of rs. 3/- each to the iepf forthe unpaid/unclaimed dividend pertaining to the financial year 2012-13 and 2013-14respectively. The details of the shares transferred to iepf are available on the websiteof the company. Any shareholder who has a claim on above dividends and shares may claimthe same from iepf authority by submitting an online application in the prescribed webform iepf-5 available on the website www.iepf.gov.in and sending a duly signed physicalcopy to the company along with requisite documents enumerated in the web form iepf-5.

Listing of securities

The equity shares of the company are presently listed on bse limited(bse) and the national stock exchange of india limited (nse). The annual listing fee forthe financial year 2021-22 has been paid to both the stock exchanges.

Holding company

As on 31st march 2021 spice connect private limited the holdingcompany holds 74.19% of the issued share capital of the company. Subsidiary companiesjointventures or associate companies

During the year under review with a view to design new initiatives andproducts that will bridge the divide between rural and urban area

Spice money limited (sml) has issued and allotted 869030 class bequity shares of rs. 10/- each (approx. 2% of its share capital) and consequently smlceased to be a wholly owned subsidiary. However it continues to be a material subsidiaryof the company.

Further to meet the requirement of net worth by sml as prescribed byreserve bank of india the board of the company in its meeting held on 31st march 2021had approved the infusion of funds for an amount not exceeding rs. 33 crore by way ofinvestment in 5%

Cumulative compulsory convertible preference shares (cccps) of rs. 10/-each offered by sml. Subsequently sml has allotted the said cccps in favor of thecompany. Further digispice ghana limited a step down subsidiary of the company in orderto meet the requirement of 30% ghanaian ownership for grant of vas license as requiredunder the applicable laws of that country has allotted additional 32200 shares indigispice ghana limited on 31st may 2021. Consequent to above allotment digispice ghanalimited ceased to be a 100% subsidiary of spice vas (africa) pte. Ltd. another step downsubsidiary of the company. Pursuant to section 129 (3) of the companies act 2013 andindian accounting standard - 110 issued by the institute of chartered accountants ofindia consolidated financial statement presented by the company include the financialstatements of its subsidiaries and associate companies. In view of the work from homepolicy of the company due to covid-19 pandemic these documents will not be available forphysical inspection. The financial statements of subsidiary companies will be uploaded onthe website of the company www.digispice.com.

After closure of the financial year the board of directors of thecompany has approved the proposal for acquisition of shares of e-arth travel solutionsprivate limited (etspl). The company along with its subsidiary spice money limited hasacquired entire share capital of etspl. Consequently etspl has become a subsidiary of thecompany. As per the agreed terms etspl shall issue and allot 6429 equity shares (class bshares) to sood infomatics llp resulting in a stake of 30% in the expanded capital of thatcompany. On 30th august 2021 the company has executed a shareholders' agreement toform a joint venture with tarya fintech holdings

Limited' (tarya) a part of israel's leading fintech groupfor ‘lending technology platform' and other technology services business. In theproposed joint venture through a company to be incorporated the company and spice moneylimited shall jointly hold 51% and Tarya will hold 49%.

Auditors and auditors' report

Pursuant to the provisions of section 139 of the companies act 2013read with rules made thereunder m/s. Singhi & co. chartered

Accountants (firm registration no. 302049e) were appointed asstatutory auditors of the company to hold office for a period of five years from theconclusion of the thirtieth annual general meeting till the conclusion of thirty fifthannual general meeting of the company to be held in the year 2023.

The auditors' reports for the financial year 2020-21 do notcontain any qualification or reservation or adverse remark. The notes on financialstatement referred to in the auditors' report are self-explanatory and do not callfor any further comments.

During the year no incidence of fraud as defined under section 143(12)of the companies act 2013 which is required to be disclosed under section 134(3)(ca) ofthe companies act 2013 has been reported by the auditors to the board of directors ofthe company.

Cash flow statement

In conformity with the provisions of regulation 34 of the sebi (listingobligations and disclosure requirements) regulations 2015 the

Cash flow statement for the year ended on 31st march 2021 as preparedunder the provisions of indian accounting standard - 7 as notified under section 133 ofthe companies act 2013 is attached as a part of the financial statement of the company.

Number of board meetings held duringthe financial year

During the financial year ended on 31st march 2021 six (6) meetingsof the board of directors were held on 4th may 2020 26th june 2020 21st august 20205th november 2020 12th february 2021 and on 31st march 2021. The details of number ofmeetings of the board and its various committees attended by the directors are given incorporate governance report.

Directors and key managerial personnel

Mr. Subramanian murali (din: 00041261) non-executive director of thecompany retires by rotation at the ensuing annual general Meeting and being eligibleoffers himself for re-appointment.

As required under regulation 36 of the sebi (listing obligations anddisclosure requirements) regulations 2015 the relevant provisions of the companies act2013 and the secretarial standard on general meetings a brief resume details ofexperience and other directorships/ committee memberships/chairmanships held by mr. Muraliin other companies etc. whose appointment is due in the forthcoming annual generalmeeting (agm) of the company forms part of the notice convening the 33rd agm.

Pursuant to the provisions of the sebi (listing obligations anddisclosure requirements) regulations 2015 the company has obtained a certificate from acompany secretary in practice that none of the directors on the board of the company havebeen debarred or disqualified from being appointed or continuing as directors of companiesby the board/ministry of corporate affairs or any such statutory authority and forms apart of this annual report during the year under review mr. Deepak mehta resigned aschief financial officer (cfo) of the company w.e.f. 30th may 2020. Thereafter mr.Ravindra kumar sarawagi was appointed as cfo w.e.f. 26th june 2020 who resigned w.e.f14th december 2020. The board of directors on the recommendation of nomination andremuneration committee has appointed mr. Vinit kishore as chief financial Officer of thecompany w.e.f 12th february 2021.

As per the provisions of companies act 2013 mr. Rohit ahujaexecutive director mr. M. R. Bothra company secretary and mr. Vinit Kishore chieffinancial officer are the key managerial personnel of the company.

Independent directors

The company has received declarations from all the independentdirectors of the company confirming that they meet the criteria of independence asprescribed under section 149(6) of the companies act 2013 as well as regulation 16 of thesebi (listing obligations and disclosure requirements) regulations 2015. As requiredunder regulation 25 of the listing regulations the independent directors have alsoconfirmed that they meet the criteria of independence and are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence. The board is of the opinion that the independentdirectors have the necessary experience expertise and integrity and are independent ofthe management of the company.

Pursuant to the provisions of the companies (appointment andqualification of directors) fifth amendment rules 2019 all the independent directors ofthe company have been empanelled with the independent directors databank as maintained bythe indian institute of corporate affairs.

Meeting of independent directors

A separate meeting of the independent directors was held on 31st march2021 without the presence of non-independent directors and the members of management andthe independent directors have discussed inter-alia the performance of non - independent

Directors and the board as a whole and the performance of the chairmanof the company after taking into consideration the views of executive and non-executivedirectors. The independent directors gave their detailed feedback on the board evaluationand performance of the directors evaluated by them and made suggestions for furtherimprovement. The same was communicated to the concerned directors and the board.

Directors' responsibility statement

Pursuant to the provisions of section 134(5) of the companies act2013 the directors hereby confirm that:

(i) in the preparation of annual accounts for the financial year ended31st march 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(ii) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company as at 31st march 2021and of the profit of the company for the period ended on that date;

(iii) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of thecompanies act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concernbasis;

(v) the directors have laid down proper internal financial controls tobe followed by the company and such internal financial control are adequate and wereoperating effectively; and

(vi) the directors had devised proper system to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.

Management discussion and analysis report

As required under regulation 34 of the sebi (listing obligations anddisclosure requirements) regulations 2015 management

Discussion and analysis (mda) report forms an integral part of thisreport.

Business responsibility report

Based on the market capitalization as on 31st march 2021 the companyis among the top 1000 listed companies on both bse as well as nse. In terms of regulation34(2)(f) of the sebi (listing obligations and disclosure requirements) regulations 2015the first business responsibility report describing the initiatives taken by the companyfrom an environmental social and governance (esg) perspective is attached as a part ofthis annual report.

Corporate governance report

A separate report on corporate governance is enclosed as a part of thisannual report. The company has appointed m/s. Sanjay grover & associates practisingcompany secretaries to conduct the corporate governance audit of the company. Acertificate from them regarding compliance with corporate governance conditions asstipulated under the relevant provisions of the sebi (listing obligations and disclosurerequirements) regulations 2015 is annexed to the report.

Secretarial audit

As required under section 204(1) of the companies act 2013 read withrule 9 of the companies (appointment and remuneration of

Managerial personnel) rules 2014 and regulation 24a of the sebi(listing obligations and disclosure requirements) regulations 2015 the company hasappointed m/s. Sanjay grover & associates practising company secretaries to conductthe secretarial audit for the financial year 2020-21. The secretarial audit reportreceived from them forms part of this annual report. The secretarial audit report does notcontain any qualification reservation and adverse remark.

Pursuant to regulation 24a of the sebi (listing obligations anddisclosure requirements) regulations 2015 every listed company shall annex with itsannual report the secretarial audit report of its material subsidiaries incorporated inindia. In compliance with the said requirement the secretarial audit report of spicemoney limited a material subsidiary of the company for the financial year 2020-21 isannexed herewith and forms part of the annual report.

Details in respect of adequacy of internal financial controls withreference to the financial statements

The company has in place an established internal financial controlsystem designed to ensure proper recording of financial and operational information andcompliance of various internal controls and other regulatory and statutory compliances.Self-certification exercise is also conducted by which senior management certifieseffectiveness of the internal control system of the company. Findings of the internalaudit report are reviewed by the top management and by the audit committee invariably andproper follow up actions are ensured wherever required.

In view of the continued work from home policy of the company a fewchanges have been made in the internal financial control system primarily in relation tophysical evidencing of documents and remote access working for various functions. Howeverat overall level the ongoing operations of internal financial control system aresubstantially unaffected by covid-19 pandemic.

The company has designed and implemented risk and control matrix(racms) including therein the process wise controls. It appointed an external agency toevaluate the prevalent internal control and risk management system. The audit committeeensures that the company maintains effective risk management and internal control systemsand processes. It provides its feedback and recommendation on the relevant matters to theboard.

The statutory auditors and internal auditors also evaluate the systemof internal controls of the company and report to the audit committee. Appropriate stepsare taken to bridge the gaps observed by them. The auditors have reported that the presentsystems and processes of internal controls are adequate and commensurate with the size ofthe company and nature of its business.

Internal auditors

The board on the recommendation of audit committee in its meetingheld on 30th july 2021 has re-appointed m/s. Gsa & associates chartered accountantsto act as internal auditors of the company for the financial year 2021-22. The internalauditors directly report to the audit committee.

Audit committee

In compliance with the provisions of section 177 of the companies act2013 and regulation 18 of the sebi (listing obligations and disclosure requirements)regulations 2015 the company has a duly constituted audit committee. The audit committeecomprises of the following directors:

1. Mr. Suman ghose hazra Chairman
2. Dr. (ms.) Rashmi aggarwal Member
3. Mr. Subramanian murali Member

The details of the terms of reference meetings held during the yearattendance of directors at such meetings etc. Are provided in corporate governance report.

Risk management committee

The board of directors on the recommendation of audit committee hadadopted a risk management policy for the company to lay down the procedure to inform theboard members about the risk assessment and minimization. As a good practice the companyregularly reviews the existing risk management system and major risks associated withdifferent businesses of the company. The board of directors of the company on therecommendation of the audit committee through which it overseas the risk managementfunction reviews the major risks associated with the company and takes all requisitemeasures to minimize them.

As mandated under the listing regulations the board of directors inits meeting held on 9th of june 2021 has constituted a risk management committee. Therisk management committee comprises of the following members:

1. Mr. Rohit ahuja Chairman
2. Mr. Mayank jain Member
3. Dr. (ms.) Rashmi aggarwal Member
4. Mr. M r bothra Member
5. Mr. Vinit kishore Member

First meeting of the newly constituted risk management committee of thecompany was held on 25th august 2021. All the members of the committee attended themeeting. The terms of reference of the risk management committee inter-alia includeformulation of a risk management policy and to review the same periodicallyidentification of internal and external risks in particular including financialoperational sectoral sustainability (particularly esg related risks) informationcyber security risks or any other risk as the committee may determine and recommend theappropriate actions.

A detailed disclosure on various risk factors associated withbusinesses of the company is given in management discussion analysis report.

Corporate social responsibility committee

The board had constituted a corporate social responsibility (csr)committee and on the recommendation of csr committee the board approved the csr policy.The csr committee has also been entrusted with the responsibility of monitoring theimplementation of the framework of the csr policy recommending to the board the amount ofexpenditure to be incurred on csr activities and ensuring that the implementation of theprojects and programs is in compliance with the csr policy of the company. The corporatesocial responsibility committee comprises of the following members:

1. Mr. Dilip modi Chairman
2. Mr. Subramanian murali Member
3. Mr. Suman ghose hazra Member

During the year the csr committee met once i.e. On 21st august 2020.All three members attended the meeting.

As required under the companies (corporate social responsibilitypolicy) rules 2014 the annual report on the csr activities is attached herewith asannexure 1 of this report in the format prescribed including any statutorymodifications/amendments thereto for the time being in force.

Board finance committee

The board had constituted a board finance committee and entrusted thesaid committee with the functions to approve the borrowings making of loans creation ofcharge on the assets of the company etc. The said committee is also authorised to openclose and make changes in signatories for the operation of the bank accounts. The saidcommittee consists of mr. Dilip modi as chairman and

Mr. Subramanian murali non-executive director and mr. Suman ghosehazra independent director as members. Annual return

In accordance with the provisions of section 134 (3)(a) of thecompanies act 2013 the annual return as required under section 92 of the act for thefinancial year 2020-21 is available on the company's website athttps://digispice.com/annual_return_20-21.pdf

particulars of loans guarantees or investments

The details of loans guarantees or investments made under section 186of the companies act 2013 are provided in the notes forming part of the financialstatements.

Maintenance of cost records

The company is not required to maintain cost records as specified bythe central government under sub-section (1) of section 148 of the companies act 2013.

Public deposits

During the year under review the company has neither accepted norrenewed any deposits in terms of chapter v of the companies act 2013.

Particular of contracts or arrangements with related parties

During the financial year the company has entered into varioustransactions with related parties. All related party transactions are undertaken incompliance with the applicable provisions of the companies act 2013 and the listingregulations. All related party transactions are placed before the audit committee for itsapproval. The quarterly disclosures of transactions with related parties are made to theaudit committee for its review. As required under the companies act 2013 and theprovisions of listing regulations the audit committee has granted omnibus approval forrelated party transactions which are repetitive in nature and fall within the criterialaid down for the purpose. The ‘policy on related party transactions' dealingwith such transactions and ‘policy on material subsidiaries' are uploaded on thewebsite of the company viz. Www.digispice.com. There were no related party transactionsentered into by the company with directors kmps or other related parties which may have apotential conflict with the interest of the company. Since all the related partytransactions entered into by the company during the financial year were at arm'slength basis and there was no material related party transaction (i.e. A transactionexceeding 10% of the annual consolidated turnover as per the last audited financialstatements) no detail is required to be given in form aoc-2.

The details of the transactions with related parties are provided innote 36 of standalone financial statements and note 41 of the consolidated financialstatements.

Vigil mechanism

The company as required under section 177 of the companies act 2013regulation 22 of the sebi (listing obligations and disclosure requirements) regulations2015 and sebi (prohibition of insider trading) regulations 2015 has established"vigil mechanism / whistle blower policy" for directors and employees of thecompany.

This policy has been established with a view to provide a tool todirectors and employees of the company to report to the management genuine concernsincluding unethical behavior actual or suspected fraud or violation of the code ofconduct of the company. This policy outlines the procedures for reporting handlinginvestigating and deciding on the course of action to be taken in case inappropriateconduct is noticed or suspected. This policy also provides for adequate safeguards againstvictimization of director(s)/employee(s) who avail of the mechanism and also provides fordirect access to the chairman of the audit committee in exceptional cases. The auditcommittee is authorized to oversee the vigil mechanism/ whistle blower policy in thecompany. The company has not received any reference under the said policy during the year.

The whistle blower policy is available on the company's website atthe link https://www.digispice.com/vigil_mechanism_whistle_ blower_policy.pdf.

Remuneration policy

The board of directors on the recommendation of the nomination andremuneration committee of the company had framed a policy for nomination and appointmentof directors. As required under section 178 of the companies act 2013 read with the rulesmade thereunder and the listing regulations the nomination and remuneration committeealso recommended to the board a remuneration policy for remuneration including esop todirectors key managerial personnel and senior management personnel and other employees ofthe company which was duly approved by the board. The board on the recommendation of thecommittee appoints the senior management personnel from time to time. The remunerationpolicy of the company is available at https://www. Digispice.com/rem_policy.pdf.

Employees stock options

During the year all the esops granted by the nomination andremuneration committee in its meetings held on september 18 2018 and february 5 2019held by the employees on the date of vesting have been vested in favour of respectiveemployees. No further esop has been granted to any employee during the financial year. Thecertificate from the secretarial auditors of the company as required under regulation 14of the sebi (share based employee benefits and sweat equity) regulations 2021 (the"sbebse regulations") confirming that the esop scheme has been implemented inaccordance with the sbebse regulations (erstwhile the sebi (share based employee benefits)regulations 2014) and the resolutions passed by the members would be available at theannual general meeting for inspection by members.

During the year there has been no change in the sml employee stockoption plan 2018 of the company. The applicable disclosures as stipulated under the sbebseregulations as on march 31 2021 with regard to the sml employee stock option plan 2018 ofthe Company are available on the website of the company athttps://digispice.com/esop_disclosure_2021.pdf

performance evaluation ofthe board its committees and individualdirectors

Pursuant to applicable provisions of the companies act 2013 asamended from time to time the nomination and remuneration committee (nrc) has specifiedthe manner for effective evaluation of performance of board its committees and individualdirectors and decided that it will be done by the board itself internally. The board ofdirectors has carried out evaluation of performance of each of them. The committee reviewsits implementation and ensures the compliances thereof. As per the sebi (listingobligations and disclosure requirements) regulations 2015 the nrc has also formulated aframework containing inter alia the criteria for performance evaluation of the entireboard of the company its committees and individual directors including independentdirectors. A structured questionnaire has been prepared covering various aspects of thefunctioning of the board and its committees such as adequacy of the constitution andcomposition of the board and its committees discharge of roles and responsibilities bythe board and its committees succession plan for board members and senior managementfrequency of the meetings regulatory compliances and corporate governance etc.Similarly for evaluation of individual director's performance including forindependent directors the questionnaire covers various aspects like his/her attendance atthe meetings of board and its committees contribution in board and Committee meetingsexecution and performance of specific duties obligations regulatory compliances andgovernance adequate and timely disclosures etc. The said questionnaires are reviewed bythe nrc.

Board members had submitted their response on a scale of 1(outstanding) to 5 (poor) for evaluating the entire board committees of the board and oftheir peer board members including chairman of the board.

The board of directors has carried out evaluation of everydirector's performance including the executive director. The performance evaluationof the independent directors have been done by the entire board excluding the directorbeing evaluated on the basis of performance and fulfilment of the independence criteria asspecified under the companies act 2013 and the listing regulations.

Policy on prevention of sexual harassment

As required under the sexual harassment of women at workplace(prohibition prevention and redressal) act 2013 (posh act) the company has a policy onprevention of sexual harassment of women at workplace and matters connected therewith. Thecompany has complied with the provisions relating to the constitution of internalcommittee.

No case of sexual harassment was filed or registered during the yearunder the posh act. Further the company ensures that there is a healthy and safeenvironment for every women employee at the workplace and made the necessary policies forsafe and secure environment.

Orders passed bythe regulators or courts if any

No significant and material orders were passed by the regulatorscourts or tribunals impacting the going concern status and company's operations infuture.

Conservation of energy technology absorption and foreign exchangeearnings and outgo

Pursuant to provisions of section 134 of the companies act 2013 readwith rule 8(3) of the companies (accounts) rules 2014 the details of conservation ofenergy technology absorption foreign exchange earnings and outgo are attached (annexure-2) which forms part of this report.

Particulars of employees

In terms of the provisions of section 197(12) of the companies act2013 read with rule 5 of the companies (appointment and

Remuneration of managerial personnel) rules 2014 including anystatutory modification(s) thereof for the time being in force the details of remunerationetc. Of directors key managerial personnel and employees covered under the said rules isattached (annexure- 3) which forms part of this report.

Compliance with secretarial standards

The company has complied with the provisions of secretarial standard 1(secretarial standard on meetings of board of directors) and secretarial standard 2(secretarial standard on general meetings) issued by the institute of company secretariesof india.

Acknowledgements

Yours directors would like to express their grateful appreciation forassistance and cooperation received from the banks government

Authorities customers vendors and members during the year underreview. Your directors also wish to place on record their deep sense of appreciation forthe committed services of the executives staff and workers of the company at all levels.

For and on behalf of the board of directors of
Digispicetechnologies limited
Date: 30th august 2021 Dilip modi
Place: noida Chairman

.