Allied Digital Services Limited has convened its 32nd Annual General Meeting (AGM) for September 01, 2026, seeking shareholder approval for the elevation of Mr. Nehal Shah to Joint Managing Director and a material related-party transaction worth up to ₹250 crore with its US subsidiary. The meeting, scheduled for 03:00 p.m. (IST) in hybrid mode at Walchand Hirachand Hall, Mumbai, also includes the re-appointment of three directors and the adoption of FY26 financial statements.

The most significant corporate action is the proposed appointment of Mr. Nehal Shah (DIN: 02766841) as Joint Managing Director for a five-year term commencing July 01, 2026. Currently serving as Whole-Time Director since July 30, 2024, Mr. Shah’s elevation reflects his expanded leadership responsibilities and contribution to business growth. The resolution requires a special resolution as his remuneration may exceed the limits prescribed under Regulation 17(6)(e) of the SEBI Listing Regulations. His fixed component remuneration will remain unchanged from levels approved in the September 2025 AGM.

Board Re-appointments

Shareholders will vote on the re-appointment of two independent directors and one executive director:

• Shakti Kumar Leekha: Re-appointed as Independent Director for a second five-year term from January 20, 2027, to January 19, 2032.
• Anup Kumar Mahapatra: Re-appointed as Independent Director for a second five-year term from May 18, 2027, to May 17, 2032.
• Sunil Bhatt: Re-appointed as Executive Director (Whole-Time Director) for five years from May 18, 2027, to May 17, 2032. Mr. Bhatt, Chief Technology Officer of Allied Digital Services LLC (USA), does not receive remuneration from the Indian entity but is paid by the US subsidiary up to USD 5 lakh per annum fixed plus variable components.

Mr. Nehal Shah retires by rotation but offers himself for re-appointment as a director before assuming the new JMD role.

Related Party Transaction Approval

The company seeks ordinary resolution approval for transactions with its subsidiary, Allied Digital Services LLC (ADSL-USA), for FY27. The aggregate value is capped at ₹200 crore for availing/rendering services and ₹50 crore for sale/purchase of goods. These transactions, covering IT remote management, help desk support, and software development, are conducted at arm’s length. In FY26, total transactions with ADSL-USA amounted to ₹924.3 million (₹9,243.15 lakh). The materiality threshold for such approvals is ₹96.79 crore.

Dividend and Financial Context

The Board had previously recommended a final dividend of ₹1.50 per share for FY26, subject to AGM approval. The record date for dividend entitlement is August 28, 2026. For FY26, the company reported standalone sales of ₹38,782 lakh and a net loss of ₹81 lakh, though it returned to profitability in Q4FY26 with a consolidated net profit of ₹123.9 lakh.

Shareholder Action Required

Remote e-voting opens on August 28, 2026, and closes on August 31, 2026. The cut-off date for voting rights is August 25, 2026. Physical shareholders must update KYC details via Form ISR 1 to MUFG Intime India Private Limited by August 21, 2026, to receive electronic dividends. Members can attend via Video Conferencing or Other Audio-Visual Means (OAVM) through the NSDL e-voting platform.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE102I01027/9815f3c5-7c03-44d3-9db1-d35815134c78.pdf

Allied Digital Services delivered its highest-ever annual revenue of ₹968 crore in FY26, marking a 20% year-on-year increase as the company closed the fiscal year at an exit run rate of ₹1,000 crore. The Mumbai-based IT infrastructure and managed services provider posted a consolidated profit after tax (PAT) of ₹36 crore, up 10% from ₹32 crore in the previous year. The growth was supported by broad-based momentum across India and international markets, with significant wins in enterprise and government segments. However, the standalone entity reported a loss of ₹81 lakh due to one-time provisions and accounting adjustments.

The Board of Directors recommended a final dividend of ₹1.50 per equity share, subject to shareholder approval at the 32nd Annual General Meeting scheduled for September 01, 2026. The dividend payout will absorb approximately ₹847.71 lakh in cash outflow. The company’s statutory auditors, Singhi & Co., issued a qualified opinion on the standalone financial statements, citing non-compliance with Section 186(7) of the Companies Act regarding interest-free loans to subsidiaries, although these loans were converted into equity during the year.

Financial Performance

Consolidated revenue from operations surged to ₹96,791 lakh (₹968 crore) in FY26, compared to ₹80,707 lakh (₹807 crore) in FY25. EBITDA before one-time additional expected credit loss (ECL) provisions increased by 14% to ₹112 crore, maintaining a resilient margin of 11%. Profit before tax (PBT) on a consolidated basis jumped 32.68% to ₹806.3 million.

In contrast, the standalone segment faced margin pressure. Standalone revenue grew modestly by 5.92% to ₹38,782 lakh (₹388 crore). Standalone EBITDA rose slightly by 1.92% to ₹551.1 million, but PAT swung to a loss of ₹81 lakh from a profit of ₹107.3 million in FY25. This decline was largely attributed to non-recurring provisions related to expected credit losses and asset verification exercises undertaken to strengthen balance sheet quality.

*EBITDA excludes one-time additional ECL provision.

Governance and Strategic Shifts

The company addressed several governance observations raised by auditors in the previous year, leading to the withdrawal of qualifications in the current audit report. A comprehensive review of financial statements and internal controls was conducted following the appointment of new statutory auditors. Additionally, the Board approved the re-appointment of Independent Directors Shakti Kumar Leekha and Anup Kumar Mahapatra for a second five-year term. Nehal Shah was elevated to Joint Managing Director effective July 01, 2026.

Strategically, Allied Digital is transitioning from traditional IT services to AI-enabled managed services and digital engineering. Approximately 20% of revenue was generated from smart city projects, including significant safe-city contracts in Maharashtra. The company secured orders worth approximately ₹166 crore in Q4FY26 alone, reinforcing its pipeline for FY27.

What the Numbers Show

The divergence between consolidated and standalone performance highlights the increasing contribution of international subsidiaries, particularly Allied Digital Services LLC in the USA. While the Indian parent entity absorbed one-time costs and margin pressures, the global group maintained healthy profitability through diversified enterprise engagements. The shift toward recurring managed services, which offer stronger customer retention and better operating leverage, is beginning to stabilize earnings quality despite volatile macroeconomic conditions.