Performance Review and State of the Company Affairs

During the financial year ended 31^st March, 2023, 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. The Company, through its material subsidiary 'Spice Money Limited' ('Spice Money'), is engaged in providing Financial Technologies Services, through Tech enabled hyper local payments network platform accessed by its authorised agents /merchants, including cash deposit, cash withdrawal, balance enquiry, bill payment services, Aadhar enabled 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 I 1,04,243.97 Lakhs for the year ended 31^st March, 2023 as against I 1,01,130.76 Lakhs for the previous year ended 31^st March, 2022. The profit after tax at the consolidated level from continuing operations for the year ended 31^st March, 2023 is I (2,155.29) Lakhs as against profit after tax of I 640.21 Lakhs in the previous year ended 31^st March, 2022.

The Company, at the standalone level, has earned a total income of I 6,467.20 Lakhs for the year ended 31^st March, 2023 as against I 12,060.02 Lakhs for the previous year ended 31^st March, 2022. The Company has incurred a loss of I (1,097.94) Lakhs for the year ended 31^st March, 2023 as against a loss of I (385.02) Lakhs in the previous year ended 31^st March, 2022.

During the year under review, revenue from Digital Technology Services Segment ('DTS Segment') was I 6,743.42 Lakhs (including inter segment revenue) as against I 13,298.40 Lakhs during previous year. Revenue from the Financial Technology Services segment ('FTS') was I 94,881.93 Lakhs during the year as against I 85,823.61 Lakhs during previous year. The revenue from FTS constituted more than 90% of the consolidated revenue from continuing operations.

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 with effect from 1^st April, 2023 in the books of the Company and the discontinued operations results are being shown separately in the financial results published to Stock Exchanges for the first quarter ended 30^th June, 2023.

Accordingly, the performance of continuing operations is provided in the Management Discussion and Analysis Report.

Subsidiary Companies, Joint Ventures or Associate Companies

During the financial year ended 31^st March 2023:

- S Mobility Pte. Ltd., a step down subsidiary of the Company, registered in Singapore, was struck off from the Register of Accounting and Corporate Regulatory Authority, Singapore and ceased to exist effective 4^th July, 2022.

- Hindustan Retail Private Limited ('HRPL'), a direct wholly owned subsidiary of the Company, acquired from New Spice Sales and Solutions Limited ('NSSSL'), a direct wholly owned subsidiary of HRPL, 100% equity stake in Cellucom Retail India Private Limited ('CRPL'). Consequent to above, CRPL became a direct wholly owned subsidiary of HRPL, and an indirect wholly owned subsidiary on the Company.

The Company had total 24 subsidiaries (8 direct subsidiaries including material subsidiary and 16 step down subsidiaries) and 2 associates as on 31^st March, 2023.

After the close of financial year:

- Entire investment of the Company in HRPL, was sold by the Company. Consequently, HRPL along with its two subsidiaries viz. NSSSL and CRPL, all being inoperative, ceased to be subsidiary(ies) of DiGiSPICE with effect from 1^st June, 2023.

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

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.

Holding Company

As on 31^st March, 2023, Spice Connect Private Limited, the holding company, holds 73.18% of the issued, subscribed and paid up share capital of the Company.

Highlights of Performance of Subsidiaries, Associates and Joint Ventures

The performance highlights of Spice Money, material subsidiary is given below:

Spice Money is one of the India's largest tech-enabled Hyper Local payments Network offering various services like Cash Deposits, Cash Withdrawal, Balance Inquiry, Bill Payments, Aadhaar Enabled Services, Airtime Recharge, POS Services, Railway Ticketing Services, Cash Management Services etc. through its authorised agents.

It achieved a total income of I 96,132.31 Lakhs for the year ended 31^st March, 2023 (31^st March, 2022: I 86,840.89 Lakhs). It reported a net loss of I (617.65) Lakhs for the year ended 31^st March, 2023 (31^st March, 2022: I 1,230.21 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 the year ended 31^st March, 2023 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), financial statements of subsidiary Companies are available on the Company's website at www.digispice.com.

Cash Flow Statement

In conformity with the provisions of the Act and Regulation 34 of the Listing Regulations, the Cash Flow Statement for the year ended on 31^st March, 2023 as prepared under the provisions of Indian Accounting Standard - 7 as notified under provisions of Section 133 of the Act is attached as a part of the Financial Statements of the Company.

Share Capital

As on 31^st March, 2023, the authorised capital of the Company stood at I 12,405 Lakhs divided into 41,35,00,000 equity shares of I 3/- each.

During the year under review, the Company has issued and allotted 6,06,800 equity shares of I 3/- each under DTL Employees Stock Option Plan-2018 (Erstwhile 'SML Employees Stock Option Plan-2018'). As on 31^st March, 2023, paid-up equity share capital of the Company was I 6,946.24 Lakhs (divided into 23,15,41,406 fully paid-up equity shares of I 3/- each).

After closure of the financial year, the Company has allotted 21,700 equity shares of I 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 I 6,946.89 Lakhs (divided into 23,15,63,106 fully paid-up equity shares of I 3/- each) as on date of this report. The said equity shares rank pari-passu with the existing equity shares of the Company.

Listing of Securities

The Equity Shares of the Company are presently listed on BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE'). The Annual Listing Fee for the financial year 2023-24 has been paid to both the Stock Exchanges.

Transfer of amount to Reserves

The Company has not transferred any amount to the Reserves during the financial year ended 31^st March, 2023.

Dividend

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%20Distribution%20Policy.pdf

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

Pursuant to provisions of Sections 124 and 125 of the Act read with 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

Auditors' Report

The Auditors' Reports for the financial year 2022-23 does not contain any qualification, reservation, adverse remark or disclaimer. The report is enclosed with the Financial Statements.

Secretarial Audit

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 the financial year 2022-23. 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 the financial year 2022-23 of Spice Money, a material subsidiary of the Company, forms part of the Annual Report.

Reporting of frauds by auditors

During the year, 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 of Directors of the Company.

Internal Auditors

The Board, on the recommendation of Audit Committee, in its meeting held on 19^th May, 2023, re-appointed M/s. GSA & Associates LLP, Chartered Accountants, as Internal Auditors of the Company for the quarter ended 30^th June, 2023.

Further, in the meeting held on 27^th July, 2023, the Board appointed M/s. T R Chadha & Co LLP, Chartered Accountants, as Internal Auditors of the Company for internal audit of the period from 1^st July, 2023 to 31^st March, 2024, on the recommendation of the Audit Committee.

The Internal Auditors directly report to the Audit Committee.

Number of Board Meetings

During the financial year ended 31^st March, 2023, six (6) meetings of the Board of Directors were held on 16^th April, 2022, 25^th May, 2022, 26^th May, 2022 (adjournment of meeting commenced on 25^th May, 2022), 10^th August, 2022, 11^th November, 2022 and 25^th January, 2023. The details of attendance of the Directors in said meetings are given in the Corporate Governance Report, which forms part of the Annual report.

Directors and Key Managerial Personnel ('KMP')

At present Mr. Rohit Ahuja, Executive Director, Mr. Vinit Kishore, 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 the year ended 31^st March, 2023, were as under:

Appointments:

(a) Ms. Ruchi Mehta was appointed as the Company Secretary and Compliance Officer of the Company with effect from 15^th April, 2022;

(b) Mr. Chandrachur Ghosh was appointed as the Chief Executive Officer of the Company with effect from 14^th November, 2022; and

(c) Mr. Mrutyunjay Mahapatra (DIN: 03168761) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from 21^st December, 2022. The Shareholders of the Company approved the appointment of Mr. Mrutyunjay Mahapatra as Non-Executive Independent Director of the Company through postal ballot on 19^th March, 2023.

Resignations:

(d) Mr. M.R. Bothra, Vice President Corporate Affairs & Company Secretary resigned with effect from the close of business hours of 14^th April, 2022;

(e) Mr. Suman Ghose Hazra (DIN: 00012223), Non-Executive Independent Director, resigned from Directorship with effect from end of the day of 29^th September, 2022; and

(f) Mr. Chandrachur Ghosh resigned from the office of Chief Executive Officer of the Company with effect from close of business hours of 31^st January, 2023.

The Board places on record its sincere appreciation for their contributions to the Company.

There is no change in Directors or KMP after the close of the financial year till date of this report.

Mr. Dilip Modi (DIN: 00029062), 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.

Dr. (Ms.) Rashmi Aggarwal (DIN:07181938) was appointed as a Non-Executive Independent Director of the Company for first term of five consecutive years from 2^nd November, 2018 to 1^st November, 2023, by the Shareholders at their 31^st AGM held on 27^th September, 2019. Her first term as Non-Executive Independent Director of the Company will expire on 1^st November, 2023.

The Nomination and Remuneration Committee ('NRC') and the Board at their respective meetings held on 27^th July, 2023, after taking into account the performance evaluation of Dr. (Ms.) Rashmi Aggarwal during first term and considering her knowledge, acumen, experience including proficiency, skills and based on declaration of independence, eligibility etc. and consent received from her, has recommended to the Shareholders her re-appointment for second term of five consecutive years. In opinion of the Board, she 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, she is independent of the management and her re-appointment as an Independent Director for the second term would be of 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. Modi and Dr. Aggarwal in other Companies etc., forms part of the Notice convening the 35^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 Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority, forms a part of this annual report.

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under provisions of Section 149(6) of the Act, as amended. In accordance with the requirements of Regulation 25 of the Listing Regulations, the Independent Directors have also confirmed that they meet the criteria of independence as provided in the Regulation 16(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 judgment 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 has successfully completed the test.

Meeting of Independent Directors

A separate meeting of the Independent Directors was held on 22^nd March, 2023, 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, after taking into consideration, the views of Executive and Non-Executive Directors. 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.

Committees of the Board of Directors

As on 31^st March, 2023, there were Six (6) Committees of the Board of Directors, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Investment Committee.

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 Corporate Governance Report, which forms part of the Annual Report.

The Board constituted the Investment Committee and reconstituted other Committee(ies) from time to time to perform such functions as assigned by the Board during the year under review.

After the close of the financial year, the Board of Directors constituted a 'Structure Committee'. The said Committee was assigned the responsibility for necessary actions, including appointment of consulting firm(s) with appropriate expertise and of international standing, and evaluate options to create a suitable structure and report to the Board for

necessary perusal and corporate actions. The name of 'Investment Committee' was changed to 'Investment and Finance Committee'.

Audit Committee

In compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations, the Company has a duly constituted Audit Committee. The Audit Committee comprises of the following Directors as at 31^st March, 2023:

Mr. Suman Ghose Hazra had resigned as a Member and Chairman of the Committee with effect from the end of the day of 29^th September, 2022 on account of personal reasons.

Mr. Mayank Jain was nominated as the Chairman of the Committee from 21^st October, 2022 to 15^th January, 2023.

Mr. Mrutyunjay Mahapatra was appointed as a Member and Chairman of the Audit Committee w.e.f. 16^th January, 2023.

During the year, the Audit Committee 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 Audit Committee.

Risk Management Committee and Risk Management Policy

The Board of Directors has a Risk Management Committee comprising the following members:

Mr. M. R. Bothra was a member of the Committee till 14^th April, 2022.

The Risk Management Committee 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 of Directors, on recommendation of the Audit and Risk Management Committee(s), reviews the major risks associated with the business of the Company and ensures that appropriate systems / frameworks for risk management are in place.

The Audit Committee 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.

Corporate Social Responsibility

As required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Annual Report on the Corporate Social Responsibility ('CSR') activities in the prescribed format, consisting inter-alia, the composition of CSR Committee and web link of the CSR policy, is provided in Annexure - 1 of this report.

The CSR Committee has been entrusted with the responsibility of monitoring the implementation of the framework of the CSR Policy, recommending to the Board the amount of expenditure to be incurred on CSR activities and ensuring that the implementation of the projects and programs is in compliance with the CSR Policy of the Company.

During the year under review, the CSR Committee met once i.e. on 24^th May, 2022. All Committee Members attended the meeting.

Performance Evaluation of the Board, its Committees and Individual Directors

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.

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 roles 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 directors' performance including for independent directors, the questionnaire covers various aspects like his/ her attendance at the meetings of Board and its Committees, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, adequate and timely disclosures, etc. The said questionnaires are reviewed by the NRC.

Board members had submitted their response on a scale of 1 (poor) to 5 (outstanding) for annual evaluation of the entire Board, Committees of the Board and of their peer Board members, including Chairman of the Board.

The Board of Directors 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.

Directors' Responsibility Statement

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 financial year ended 31^st March, 2023, 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 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 as at 31^st March, 2023 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.

Management Discussion and Analysis Report

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

Business Responsibility & Sustainability Report ('BRSR')

The Company has not been part of the top 1000 Companies based on market capitalization as on 31^st March, 2022 of the Stock Exchanges, where the equity shares of the Company are listed, hence, BRSR reporting is not applicable to the Company.

Corporate Governance Report

A separate report on Corporate Governance is enclosed as part of this Annual Report.

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

The Company has in place an established internal financial control system designed 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, 2023.

Annual Return

In accordance with the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return (Form MGT-7) for the financial year 2022-23, is available on the Company's website at link https://investorrelations.digispice.com/files/ Annual-return-2022-23.pdf

Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments made under provisions of Section 186 of the Act are provided in the Note 43 of the Standalone Financial Statements.

Maintenance of cost records

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

Public Deposits

During the year under review, 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 31^st March, 2023.

Particular of Contracts or Arrangements with Related Parties

All related party transactions, undertaken during the year under review, 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 Audit Committee for its approval. The Audit Committee 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 the reporting period:

- 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 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 the year ended 31^st March, 2023 and hence does not form part of this report. The details of the transactions with related parties are provided in Note 36 of standalone financial statements and Note 41 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 36 of the Standalone Financial Statements.

Vigil Mechanism

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 behavior, actual or suspected fraud or violation of the Code of Conduct of the Company. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.

This Policy also provides for adequate safeguards against victimization 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

Company's policy on Directors' appointment and Remuneration

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ('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), Key Managerial Personnel and Senior Management Personnel 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 the year under review, 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 applicable.

Employees Stock Option Plan

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

During the year under review, (a) the name of the ESOP Scheme of the Company was changed from 'SML Employee Stock Options Scheme - 2018' to 'DTL Employee Stock Option Scheme 2018'; and (b) in order to provide the maximum benefits to the employees covered under the ESOP Scheme, the exercise period of options has been extended to a period of 5 (Five) years, from the 3 (Three) years from the respective vesting for the options granted on 18^th September, 2018 and 5^th February 2019, under the ESOP Scheme.

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 31^st March, 2023, 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-2023.pdf

Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the details of remuneration and other details of the Directors, KMP and employees covered as mentioned under the said rule is annexed as Annexure - 2 which forms part of this report.

Policy on Prevention of Sexual Harassment

The Company has consistently been putting its effort to create a safe working environment for every employee particularly women employees. Towards this effort and as per requirement under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, as amended, 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 Complaints Committee.

The statement of complaints filed, disposed of and pending as on 31^st March, 2023 is provided in the Corporate Governance Report.

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

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, related to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given as Annexure - 3.

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

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

Acknowledgements

Your Directors would like to express their grateful appreciation for continued support received from the Banks, Government Authorities, Customers, Vendors and Members during the year under 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.