The Directors take pleasure in presenting to you the 23^rd Annual Report of the Company covering the Financial Year ended March 31,2022.

1. Financial Performance

(? In Lakhs)

2. Business Outlook

The Company operates two business segments namely the Human Resources Operations (HRO) business that caters to the payroll and other HR service we provide to our clients and the Digital Business Services (DBS) business which provides the voice and non-voice services to domestic and international clients. The DBS business is delivered out of India and Manila, with capability to deliver from America as well. The HRO business is largely delivered out of India and Manila.

FY22 was a year of recovery after what was a COVID-19 impacted FY21. The pandemic did have an impact in the first quarter of the current financial year as well. However we have seen return to near normal by end of the financial year with most processes reverting to work from home by end of the year. We have also seen increase in business activities and faster decision making at the customer end.

The DBS international business has had a great year with good sales wins in the North American market and we believe that this trend will continue in the coming years as well.

Domestic DBS was largely impacted during Q1 FY22 and has since bounced back and ended the year strongly.

HRO business has returned to normalcy with growth coming from both new customer wins and organic increase in our existing customer payroll count. We crossed the significant milestone of processing more than 1 million monthly payslips during the current year which is a testament to our strong and scalable technology infra.

The Operational financial performance of your Company continued to improve during this year. Profit before Tax and Exceptional Item (PBTE) stood at '11,942 lakhs as compared to '2,128 lakhs in the previous year. Your Company has reported Net profit after tax for the current year at '9,753 lakhs as compared to Net profit after tax of '1,597 lakhs for the previous year.

Consolidated Revenues for the year stands at '31,720 lakhs as compared to '27,669 lakhs in the previous year. Consolidated Profit before Tax and Exceptional Item increased to '6,115 lakhs from '4,371 lakhs in the previous year. Net profit after tax stood at '3,564 lakhs from '3,512 lakhs in previous year. Detailed analysis of the results forms part of the Management Discussion and Analysis (MD&A) report provided separately as part of the Annual Report.

The Company has delivery centers in India at Chennai, Bengaluru & NCR locations. On the international front Allsec has centers in Manila (Philippines) and Dallas (United States of America).

There is no change in the nature of the Company's business.

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

There are no unclaimed dividend that are outstanding for more than 7 years and therefore no amounts are required to be transferred to Investor Education and Protection Fund under Section 125(2) of the Act.

5. Dividend

Your Company declared an interim dividend of '15/- per equity share on April 29, 2021 and second interim dividend of '45/- per equity share on October 28, 2021. The Board does not recommend any final dividend for the year.

6. Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company has formulated a Dividend Distribution Policy. The dividend, if any, to be declared in the future will be paid as per this policy depending on a number of parameters, including but not limited to the Company's profits, capital requirements, overall financial condition, contractual restrictions and other factors considered relevant by the Board. The Dividend Distribution Policy adopted by the Company is available on the Company's website which can be accessed using the link https://www.allsectech.com/ investor-information/

7. Share Capital

The paid up Equity Capital of the Company as on March 31,2022 stood at '15,23,83,260/-

8. Subsidiary Companies

The Company has two subsidiaries as at year end namely Allsectech Inc., USA, and Allsectech Manila Inc., Philippines.

The Consolidated Financial statements of the Company and its subsidiaries are prepared in accordance with Indian Accounting Standards and forms an integral part of this Annual Report.

The Annual Accounts of the said subsidiaries and the related detailed information will be made available to the investors of the Company seeking such information at any point of time. Performance and financial position of subsidiaries included in consolidated financial statements of the Company in format AOC-1 is provided in Annexure - G.

The Company monitors performance of subsidiary companies (list of subsidiary companies has been provided in the financial statements), inter-alia, by the following means:

a) Allsectech Manila Inc, is a material subsidiary of the Company and hence an Independent Director from your Company will be appointed in Allsectech Manila Inc as per the requirements of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

b) The Audit Committee reviews the financial statements of the subsidiary companies on a quarterly basis.

c) Your Company has formulated a Policy on Material Subsidiary as required under SEBI (LODR) Regulations, 2015 and the policy is hosted on the website of the Company under the web link https:// www.allsectech.com/investor-information/

9. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements forming an integral Part of the Annual Report.

10. Management Discussion & Analysis:

In terms of Regulation 34 of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis report is given as Annexure - B.

11. Directors

The Board of Directors of your Company consists of three (3) Non-Executive Non-Independent Directors and three (3) Non-Executive Independent Directors. All the Directors of your Company have rich background of highly productive leadership and management. The details of the members of the Board is given in the Corporate Governance section of the Annual Report.

a. Director retiring by rotation

In accordance with the provisions of Section 152 of the Act read with rules made thereunder and the Articles of Association of the Company, Mr. Ajit Abraham Issac (DIN: 00087168), is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. A resolution seeking shareholders' approval for his reappointment forms part of the Notice.

b. Key Managerial personnel

The Key Managerial Personnel of Allsec Technologies Limited upto the report date are mentioned below:

1. Mr. Ashish Johri - Chief Executive Director

2. Mr. Raghunath P - Chief Financial Officer

3. Mr. Gagan Preet Singh - Company Secretary (till January 31,2022)

4. Ms. Sripiriyadarshini - Company Secretary (appointed on May 14, 2022)

c. Appointment of Directors & Key Managerial Personnel

The Board, approved the appointment of Mr. N. Ravi Vishwanath (DIN: 07332234), as an Additional Director in the capacity of Non-Executive Non-Independent Director of the Company with effect from April 1,2021, on the recommendation of the NRC with the approval of shareholders accorded in the 22^nd AGM held on September 9, 2021.

The Board, approved the appointment of

Mr. Guruprasad Srinivasan (DIN: 07596207), as an Additional Director in the capacity of NonExecutive Non-Independent Director of the Company with effect from February 11, 2022, on the recommendation of the NRC with the approval of shareholders accorded through the Postal Ballot. The appointment was approved by the shareholders on April 30, 2022.

The Board, approved the appointment of

Ms. Sripiriyadarshini, as the Company Secretary and Compliance Officer of the Company with effect from May 14, 2022, on the recommendation of the NRC. Ms. Sripiriyadarshini joined the Company on April 22, 2022.

d. Resignation of Directors & Key Managerial Personnel

Mr. Krishna Suraj Moraje resigned from his directorship with effect from the close of the business hours on February 10, 2022.

Mr. Gagan Preet Singh resigned from the position of Company Secretary and Compliance Officer with effect from the close of business hours on January 31,2022.

12. Independent Directors and Board Evaluation

a. Declaration of Independence

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013, Regulation 25 of the SEBI (LODR) Regulations 2015.

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, commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees 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.

b. Annual Board Evaluation

Pursuant to Section 134(3) of the Companies Act, 2013 & Rule 8 of the Companies (Accounts) Rules, 2014 and the Listing Regulations, a structured questionnaire was prepared considering the various aspects of Board functioning and composition of Board committees and used to evaluate the performance of the Board. The Independent Directors considered / evaluated the performance of the Non-Independent Directors at a meeting without the Non-Independent Directors.

The Board members subsequently evaluated performance of the Board, the Committees and Independent Directors as per the criteria and questionnaire developed for the purpose and the Board of Directors expressed their satisfaction with the evaluation process.

c. Familiarisation Programme

Your Company follows an orientation and familiarization programme through various reports / codes / internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis. Periodic presentations are made at the Board Meetings on business and performance, long term strategy initiatives and risks involved. The details about the familiarization program have been posted in the website of the Company under the web link https:// www.allsectech.com/investor-information/

13. Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility of ensuring compliance with the provisions of Section 134(3)(c) of the Companies Act, 2013. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements:

Your Directors confirm the following that:

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

b. The Directors 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. The Directors 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. The Directors 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.

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

14. Business Responsibility Report:

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report as ‘Annexure - F'.

15. Audit & Auditors

a. Statutory Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, the Statutory Auditors of the Company were appointed at the 20^th Annual General Meeting held on September 30, 2019 for a period of 5 years. 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 Act and the rules made thereunder for the above appointment. 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.

b. Internal Auditors

The Board, on the recommendation of the Audit Committee, in its meeting held on July 19, 2021 had approved the appointment of M/s. Ernst & Young as the Internal Auditors of the Company for FY22 to conduct the audit on 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. The Board, on the recommendation of the Audit Committee, has re-appointed M/s. Ernst & Young as the Internal Auditors for the Financial Year 20222023.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mohan Kumar & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is given as an Annexure - C and forms part of this Report.

Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report for the financial year ended March 31,2022 forms part of Annexure C.

d. Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in Practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

16. Risk Management

Risk Management is an integral part of the business process. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy. The policy has been approved by the Risk Management Committee of the Company on October 28, 2021. The Policy envisages identification of risk and procedures for assessment and minimization of risk. Policy adopted by the Company is available on the Company's website which can be accessed using the link www.allsectech.com/ investor-information.

17. Internal Financial Control and Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The Internal Audit is performed by an external agency and the main scope of the Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the Industry. Additionally the Company engages an external agency to review the internal controls on financial reporting. There are no observations from the said review.

18. Related Party Transactions

The Company has formulated a policy on Related Party Transactions as approved by the Board and the same is uploaded on the Company's website https://www. allsectech.com/investor-information/

All the Related Party Transactions that were entered into by the Company during the Financial Year 2021-22, were on an arm's length basis and were in the ordinary course of business. All repetitive Related Party Transactions are placed before the Audit Committee are within the Omnibus Approval limits obtained in accordance with the requirements of the SEBI (LODR) Regulation 2015. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company otherwise than disclosed in the Corporate Governance Report, forming part of this report.

19. Nomination & Remuneration Committee and Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Company's policy lays down the policy for appointment and remuneration including criteria for determining qualifications, positive attributes, and independence are provided in the Corporate Governance Report forming part as an Annexure - A to this Report. The policy on remuneration can be accessed at web link - https://www.allsectech.com/investor-information/

Criteria for making payments to Non-Executive Directors

The criteria for making payment to Non-Executive Directors is available on the website of the Company at https://www.allsectech.com/investor-information/

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

There are no Employee Stock Option Plan that is currently in vogue.

21. Particulars of Employees

The information relating to Employees to be given under Section 197(12) of the Companies Act, 2013 is given in Annexure - D.

22. Corporate Governance

Your Company is compliant with the requirements under SEBI (LODR) Regulations, 2015. The report on Corporate Governance and the CEO / CFO certification is attached in Annexure - A.

Certificate from Practicing Company Secretaries confirming the compliance of conditions of Corporate Governance is included in Annexure - A.

23. 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 requirement of the Vigil Mechanism framework under the Companies Act, 2013, 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.

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

Since your Company is in the Information Technology Enabled Services (ITES) business, the provisions relating to conservation of energy and technology absorptions are not applicable.

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

25. Corporate Social Responsibility

The Board of Directors of your Company has constituted the CSR Committee to help the Company to frame, monitor and execute the CSR activities.

As per Section 135 of the Companies Act 2013, the Board of every Company referred to in sub-section (1), shall ensure that the Company spends, in every financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years.

As per Computations made under Section 198 of the Companies Act, 2013, the Company must contribute approximately '51.14 lakhs as CSR Contribution. During the financial year 2021-22, the CSR Committee of the Company had a meeting on January 27, 2022 which approved the contributions made and proposed to the tune of '51.14 Lakhs towards healthcare and education, which falls under the categories prescribed in Schedule VII of the Companies Act 2013 under (i) Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water (ii) promoting education, including special education and employment enhancing vocational skills specially among children, women, elderly and the differently abled and livelihood enhancement project.

The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure - E and forms an integral part of the this Report. The policy has been uploaded on the Company's website at the Link https:// www.allsectech.com/investor-information/

26. 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").

27. Public Deposits

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

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

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

29. Board Meetings held during the year

During the year, five (5) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure - A to this Report.

30. Extract of Annual Return

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in the prescribed format is available at https://www.allsectech.com/investor-information/

31. 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.

32. Material changes and commitments affecting the financial position of the Company which have occurred between March 31,2022 and May 14, 2022 (date of the Report)

There are no material changes and commitments affecting the financial position of the Company which has happened between March 31,2022 and May 14, 2022.

33. Names of Companies which have ceased / become Subsidiaries / Joint Ventures / Associates

No changes during the year.

34. Quality & Information Security

The Company has a robust Quality Management and Information Security Management system in place to identify the potential risks, areas of improvement and further to have 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 were renewed in Q4 of 2021-22 and these are valid for next one year period.

We renewed PCI DSS Compliance certification for Bengaluru and Noida facilities in Q3 of this year. In Q3 of this year, we renewed HIPAA certification also for Chennai facility. HIPAA Certification is a mandatory compliance requirement for the programs / center where we deal with Electronic Protected Health Information (EPHI) of US Citizens.

The PCI DSS compliance certifications for Chennai and Manila facilities in DBS vertical are in progress of renewal in Q4 of 2021-22 i.e. audits are in progress which would be completed by April 22 end. Once renewed, this will be valid for the financial year 2022-23.

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 renewed during the year 2021-22. We perform this thrice in a year for different time periods of a financial year to cater to different clients' requirements. This increased frequency makes the system more robust.

General Data Protection Regulation (GDPR) is a regulation in EU law on data protection & privacy for all individuals within the European Union (EU). 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 GDPR framework three years ago. We continued strengthening the controls and our system in line with this regulation 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.

35. 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.

36. 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 Website of the Company (www.allsectech.com), furnishes important financial details and other data of frequent reference by the investors as per the Regulation 46 of SEBI (LODR) Regulations, 2015. The Company also has a Stakeholders' Relationship Committee to address shareholders' grievances if any and resolve them as & when they are reported. The Company has provided an exclusive email id: investorcontact@allsectech.com for the investors to facilitate the redressal of the queries and complaints of the investors.

The Company has appointed M/s. KFin Technologies Pvt Ltd 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.

37. Acknowledgement

Your Directors wish to place on record their appreciation for the excellent support and co-operation 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.