Allied Digital Services Converts USD 12.89 Million Loan to Equity in Subsidiary Allied Digital Inc

Allied Digital Services Limited has announced a significant corporate restructuring involving the conversion of an outstanding loan into equity shares in its wholly-owned overseas subsidiary. The company disclosed this development through a regulatory filing under Regulation 30 of the SEBI Listing Regulations, following a board meeting held on February 04, 2026.

Loan Conversion Agreement Details

Allied Digital Inc, the company's wholly-owned overseas subsidiary, has executed a loan conversion agreement effective March 25, 2026. Under this arrangement, the subsidiary will convert the entire outstanding loan amount into equity shares issued to the parent company.

Parameter: Details Number of Shares: 6,868 equity shares Conversion Price: USD 1,877.99 per share Face Value: USD 10.00 per share Total Value: USD 12.89 million Effective Date: March 25, 2026 Completion Timeline: By March 31, 2026

Subsidiary Profile and Business Operations

Allied Digital Inc operates as an investment entity incorporated under the General Corporate Law of Delaware. The subsidiary is authorized to make investments in other corporates and entities, though it currently maintains no active business operations. The company's primary function involves engaging in lawful activities as permitted under Delaware corporate law.

Regulatory Compliance and Transaction Structure

The loan conversion has been structured as a related party transaction conducted on an arm's length basis, given the parent-subsidiary relationship between the entities. The transaction requires disclosure under SEBI regulations but does not necessitate additional governmental or regulatory approvals.

Compliance Aspect: Status Related Party Transaction: Yes, on arm's length basis Regulatory Approvals: Not required Current Shareholding: 100% (no change) Transaction Nature: Loan conversion to equity

Strategic Impact and Rationale

The conversion serves to square off the entire outstanding loan extended by Allied Digital Services Limited to its subsidiary. This restructuring eliminates the debt obligation while maintaining the company's complete ownership of Allied Digital Inc. The transaction does not alter the existing shareholding percentage, as the parent company continues to hold 100% equity in the subsidiary.

The disclosure was made in continuation of an earlier communication dated February 04, 2026, ensuring compliance with SEBI's transparency requirements for listed entities. The company has provided comprehensive details as mandated under Schedule III of the Listing Regulations and relevant SEBI master circulars.

Allied Digital Services Limited announced its financial results for the third quarter and nine months ended December 31, 2025, demonstrating sustained growth momentum across key business segments. The Board of Directors approved the unaudited standalone and consolidated financial results at their meeting held on February 04, 2026, followed by an earnings call on February 05, 2026.

Financial Performance Overview

The company delivered robust consolidated financial results for Q3FY26, with revenue reaching Rs. 247 crores compared to Rs. 221 crores in Q3FY25, marking a 12% year-on-year increase. This represents the highest ever quarterly revenue in the company's history, falling just Rs. 3 crores short of the stated target of Rs. 250 crores quarterly revenue. Net profit for Q3FY26 stood at Rs. 12.40 crores compared to Rs. 16.70 crores in the previous year. EBITDA for Q3FY26 was Rs. 26.20 crores versus Rs. 25.00 crores in Q3FY25, while EBITDA margin compressed to 10.57% from 11.36% in the previous year.

Metric: Q3 FY26 Q3 FY25 YoY Growth 9M FY26 9M FY25 YoY Growth Revenue (Rs. Cr): 247 221 12% 700 603 16% Net Profit (Rs. Cr): 12.40 16.70 -26% 45 40 13% EBITDA (Rs. Cr): 26.20 25.00 4.80% 65 63 3% EBITDA Margin (%): 10.57 11.36 -79 bps - - - PBT (Rs. Cr): 23 20 13% 57 50 15%

Segment-wise Performance

The Services segment continued to be the primary growth driver, generating Rs. 195 crores in Q3FY26 compared to Rs. 169 crores in Q3FY25, representing a 16% year-on-year growth. For the nine-month period, Services revenue reached Rs. 537 crores, up 26% from Rs. 428 crores in the previous year. The Solutions segment maintained steady performance with Rs. 52 crores in Q3FY26, while nine-month Solutions revenue was Rs. 163 crores.

Segment: Q3 FY26 Q3 FY25 YoY Growth 9M FY26 9M FY25 YoY Growth Services (Rs. Cr): 195 169 16% 537 428 26% Solutions (Rs. Cr): 52 52 0% 163 175 -7%

Major Order Wins and Business Developments

During Q3FY26, Allied Digital secured new orders worth over Rs. 250 crores across multiple sectors. Key contract wins included engagements with a leading Indian private sector insurance company for supporting retail and corporate insurance operations, and a state-level healthcare authority project involving AI-based WhatsApp chatbot solutions for 35 Government Medical Colleges.

The company also secured contracts from a global energy company for AI/ML-based intelligent video analytics solutions, a U.S.-based beverage alcohol company for end-user support services, and a global agricultural processing company for IMACD services and technology refresh initiatives. Additionally, Allied Digital won a contract with a Midwest-based U.S. retail chain for comprehensive IT infrastructure transformation and 24x7 Global Service Desk support in English and Spanish.

Management Commentary and Strategic Outlook

During the earnings call held on February 05, 2026, management highlighted the company's resilient performance against a complex global operating environment. Whole-time Director Nehal Shah noted that international operations demonstrated improving momentum with rest of the world operations reporting 26% year-on-year growth in Q3FY26. The U.S. market showed Enterprise clients moving from prolonged evaluation cycles to more decisive activity, particularly in network modernization, digital workplace, cybersecurity and managed services.

Global CEO Paresh Shah emphasized the company's AI-first strategy, noting that every service offering will embrace AI and deliver AI-enabled solutions. The company has developed its Agentic AI platform and is working with commercial platforms like Microsoft Copilot and Google Gemini. Management highlighted that AI integration is improving employee productivity and creating automation opportunities that enhance profit margins.

Standalone Financial Results

On a standalone basis, Allied Digital reported revenue from operations of Rs. 94.78 crores for Q3FY26 compared to Rs. 100.19 crores in Q3FY25. For the nine-month period, standalone revenue reached Rs. 290.82 crores versus Rs. 266.21 crores in the previous year. Standalone profit after tax for Q3FY26 was Rs. 3.88 crores, while nine-month PAT stood at Rs. 18.10 crores.

Parameter: Q3 FY26 Q3 FY25 9M FY26 9M FY25 Revenue (Rs. Cr): 94.78 100.19 290.82 266.21 PAT (Rs. Cr): 3.88 5.94 18.10 15.07 EPS (Rs.): 0.69 1.06 3.21 2.71

Board Meeting Outcomes and Corporate Actions

The Board of Directors meeting commenced at 01:15 P.M. and concluded at 07:30 P.M. on February 04, 2026. Key decisions included approval of unaudited financial results and authorization for management to explore potential restructuring options for Allied Digital Inc., the company's wholly-owned overseas subsidiary. These discussions may include share issuance by Allied Inc in lieu of loans and a possible merger with Allied Digital Services LLC, another overseas subsidiary.

During the quarter and nine months ended December 31, 2025, the company allotted 86,325 and 1,31,875 fresh equity shares respectively of face value Rs. 5 each, pursuant to exercise of stock options under the ESOP plan.

Future Growth Prospects

Management expressed confidence in achieving the target of Rs. 1,000 crore annual revenues in the near future, with expectations of mid-teens growth going forward. The company is focusing on acquiring larger customers and contracts, with the capability to handle orders worth Rs. 500-700 crores independently. Chairman and Managing Director Nitin D. Shah highlighted increased customer demand for integrated, AI-powered transformation solutions across Data, Cloud, Cybersecurity, and enterprise platforms.

The company continues to strengthen its position in Smart Cities, railway modernization projects, and data center implementation services, while expanding its international presence across the U.S., Europe, and other markets.

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