Shareholders meeting

Date: 27th August, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block Dalal Street, Mumbai – 400001 Bandra – Kurla Complex, Bandra (E) Scrip Code: 517214 Mumbai – 400051 Scrip Code: DIGISPICE Sub.: Annual Report for the Financial Year 2025-26 and Notice of the 38th Annual General Meeting (‘AGM’) Dear Sir/Madam, The 38th AGM of DiGiSPICE Technologies Limited (the “Company”) is scheduled to be convened on Tuesday, 22nd September, 2026 at 11:00 A.M. through Video Conferencing or Other Audio Visual Means. Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith a copy of the Annual Report of the Company for the financial year 2025-26 along with Notice of 38th AGM. Aforesaid Annual Report and Notice of the AGM of the Company are being sent through electronic mode to those Members whose e-mail IDs are registered with the Company’ Registrar and Share Transfer Agent (‘RTA’)/Depository Participant (‘DP’)/the Company. A letter providing the web-link and the exact path where Notice of 38th AGM and Annual Report 2025-26 are available, is being sent to those members whose e-mail address are not so registered. The Annual Report and the Notice of AGM are also available on the website of the Company at www.digispice.com under below links: 1. Notice of AGM 2. Annual Report 2025-26 Kindly take the above information on record. Thanking you. Yours faithfully, For DiGiSPICE Technologies Limited (Pankaj Arora) Whole-time Director and Company Secretary Encl: - (i) Notice of 38th AGM; and (ii) Annual Report for the financial year 2025-26 DiGiSPICE Technologies Limited CIN – L72900DL1986PLC330369 Regd. Office: JA-122, 1st Floor, DLF Tower A, Jasola, New Delhi – 110025, Tel: +91 11 41251965 Corp. Office: Spice Global Knowledge Park, 19A & 19B, Sector – 125, Noida – 201301, Uttar Pradesh, India – Tel: +91 120 5029101 Email ID: complianceofficer@digispice.com | Website: www.digispice.com Notice DiGiSPICE Technologies Limited Registered Office: JA-122, 1st Floor, DLF Tower A, Jasola, Jamia Nagar, New Delhi -110025 CIN: L72900DL1986PLC330369 Tel.: 011- 41251965; Email: complianceofficer@digispice.com Website: www.digispice.com NOTICE Notice is hereby given that the Thirty Eighth (38th) Annual in the category of Executive Director to holds office upto General Meeting (‘AGM’) of DiGiSPICE Technologies Limited the date of this Annual General Meeting and in respect of (the “Company”) will be held on Tuesday, the 22nd September, whom the Company has received a notice in writing under 2026 at 11:00 A.M. (IST) through Video Conferencing (‘VC’)/ Section 160(1) of the Act proposing his candidature for the Other Audio Visual Means (‘OAVM’) to transact the following office of a Director, be and is hereby approved as a Whole- businesses: time Director of the Company, liable to retire by rotation, for a period of one year with effect from August 1, 2026 ORDINARY BUSINESS subject to the terms detailed in the Explanatory Statement 1. To receive, consider and adopt: of this notice and onthe following remuneration: a. the Audited Standalone Financial Statements for the Component Amount financial year ended March 31, 2026 along with the per Annum Board of Directors’ and Auditors’ Report thereon; (in Rs.) b. the Audited Consolidated Financial Statements for the Fixed Cost to Company 3,570,000 financial year ended March 31, 2026 and the Auditors’ Variable Cost to Company 390,000 Report thereon. Total Cost to Company (CTC) 3,960,000 2. To consider and appoint a Director in place of Mr. Dilip Kumar Modi (DIN: 00029062), Non-Executive Director, who Resolved further that Mr. Pankaj Arora shall also be entitled retires by rotation and being eligible, offers himself for re- for such other benefits as may be applicable to him, as appointment. per the policies of the Company and shall not be paid any sitting fee for attending the meeting of the Board or any SPECIAL BUSINESS Committee thereof. 3. To consider and approve the appointment of Mr. Pankaj Resolved further that the Board of Directors of the Arora (DIN: 11847526) as a Whole-time Director of the Company or a duly authorized Committee thereof be and Company and in this regard to consider and, if thought fit, is hereby authorized to amend, alter or modify the terms to pass the following resolution as a Ordinary Resolution: including to vary the overall remuneration payable to him as an Executive Director of the Company from time to time “Resolved that pursuant to the provisions of Sections 152, within the permissible limits as may be allowed under the 161, 196, 197, 198, 203 and other applicable provisions, if applicable provisions of the law during his tenure as an any, read with Schedule V to the Companies Act, 2013 (‘the Executive Director of the Company without requiring any Act’) and the Companies (Appointment and Remuneration further approval of the shareholders. of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being Resolved further that the aforesaid remuneration or altered in force), the Articles of Associations of the Company remuneration as may be approved by the Board of Directors and applicable regulations, if any, of the SEBI (Listing of the Company or its duly authorized Committee shall be Obligations and Disclosure Requirements) Regulations, paid to Mr. Pankaj Arora, as the minimum remuneration in 2015 (‘Listing Regulations’) as amended, and based on the case of loss or inadequacy of profits . recommendations of the Nomination and Remuneration Committee and approval of the Board of Directors of the Resolved further that the Board of Directors of the Company Company and subject to such other regulatory approvals as or a duly authorised Committee thereof be and is hereby may be required, the appointment of Mr. Pankaj Arora (DIN: authorised to do all such acts, deeds and things as it may 11847526) who was appointed as an Additional Director think necessary or desirable to settle any question or doubt Annual General Meeting 2025-26 that may arise in order to give effect to the above resolution NOTES: and to seek such approval/consent from the Government of 1. The Ministry of Corporate Affairs (‘MCA’) vide its General India or any other concerned authority, if required, for any Circular No. 03/2025 dated 22nd September, 2025 read purpose in connection with the appointment of Mr. Pankaj with Circular No. 20/2020 dated 5th May, 2020, Circular No. Arora as a Whole-time Director and for making payment of remuneration as may be allowed under the applicable law 17/2020 dated 13th April, 2020, Circular No. 14/2020 dated from time to time.” 8th April, 2020 (‘MCA Circulars’) has permitted the holding of the Annual General Meeting (‘AGM’) through Video 4. To consider and approve one time ex-gratia payment to Mr. Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’), Rohit Ahuja (DIN: 00065417) and in this regard to consider without the physical presence of the members at a common and, if thought fit, to pass the following resolution as a venue. Regulation 36 of the SEBI (Listing Obligations Special Resolution: and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) allows sending soft copies of full annual “Resolved that pursuant to the applicable provisions of report to all those shareholders who has registered email the Companies Act, 2013, including Section 197 read address(es) with Company or any depository and a letter with Schedule V to the Companies Act, 2013 (‘the Act’) (including any statutory modification(s) or re-enactment providing weblink, including exact path, where complete thereof for the time being in force) and based on the details of Annual Report is available to those shareholders recommendations of the Nomination and Remuneration whose mail is not so registered. In compliance with the Committ [Showing first 8,000 characters — download PDF for full document]