The Board is pleased to present the 18^th (Eighteenth)
Annual Report of Dudigital Global Limited (“the
Company’) on the business and operations of
the Company together with the Audited Financial
Statements (Standalone & Consolidated) for the
financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The Company’s performance during the financial
year ended March 31, 2025 as compared to the
previous financial year ended March 31, 2024 is
summarized below:

REVIEW OF OPERATIONS
Standalone

During the year under review, your Company’s
total revenue stood at 3109.57 Lakhs including
other income of 310.71 Lakhs during the financial
year ended March, 31, 2025 as compared to total
revenue of 1791.50 Lakhs including other income
of 181.13 Lakhs during the previous financial year
ended March 31, 2024.

As on March 31, 2025, profit after tax stood at 298.43
Lakhs as compared to the profit of the previous
financial year ended March 31, 2024 amounting to
206.61 Lakhs.

The operational performance of the Company
has been comprehensively covered in the
Management Discussion and Analysis Report.

[Amount in INR Lakhs]

Consolidated

Further the Company’s consolidated revenue
stood at ? 5385.75 Lakhs including other income
of ? 569.89 Lakhs as compared to total revenue of
? 3076.07 Lakhs including other income of ? 151.05
Lakhs during the previous financial year ended
March 31, 2024.

As at March 31, 2025, profit after tax stood at 339.78
Lakhs as compared to the profit of the previous
financial year ending March 31, 2024, profit after tax
at 80.17 Lakhs.

STATE OF THE COMPANY’S AFFAIR

During the past year, the company has further
consolidated its reputation as a trusted partner for
providing services to embassies and diplomatic
missions around the world. through DuVerify
and managing and entering the business of Visa
Application center.

Our operational network now spans 35 centres
across 6 countries, which allows us to provide
exclusivity in tailored, reliable solutions to both
government clients and business partners,
reinforcing our position as a key player in the
industry.

Since inception in 2015, DuDigital Global has rapidly
earned a reputation of technology enable delivery
whether providing Visa Application services
to Embassy of Greece, Malaysia or providing
tech enabled Duverify Software- automated
verification services for South Korea and Georgia
Other within India’s. Our journey has been guided
by a commitment to innovation, adaptability, and
a client-first approach, earning us a reputation for
delivering services that meet the ever-evolving
needs of consular and visa operations.

We continue to invest in technology and
operational excellence, ensuring we remain agile
and responsive to the dynamic landscape of global
mobility, diplomacy, and border management.
As we look to the future, our focus remains on
expanding our international presence while staying
true to the core values that reflect both our Indian
heritage and our global ambitions.

CHANGE IN NATURE OF BUSINESS

The overall nature of business remained
unchanged during the year, The company is

looking into ventures with entities in line with
the business of the company or those acquired
through tenders that may turn in favour and
provide a new avenue to invest manpower and
operations.

RESERVES AND SURPLUS
Standalone

The number show the way ahead, thus the
consolidated retained earnings of the company
grew from ? 6397.35 lakhs in 2023-24 to ? 7098.36
lakhs

Consolidated

On consolidated basis the trend has continued
whereby the retained earnings were ? 6337.03
during 2023-24 and have grown to ? 7210.66 lakhs
during 2024-25

The Board has decided to retain the entire amount
of profits for the year and transfer the same to
reserves.

SHARE CAPITAL

Authorised Share Capital

During the financial year 2024-25, there was no
change in the Authorized share capital of the
Company. As on March 31, 2025, the Company
has Authorized Share Capital of ? 27,00,00,000/-
(Rupees Twenty Seven Crores only) divided into
13,50,00,000 (Thirteen Lakh Fifty Thousand) equity
shares of 2/- (Rupees Two only) each.

Paid up Share Capital

During the year under review, the Issued, Subscribed
and Paid up share capital of the Company is
increased from ? 13,94,81,680 /- (Rupees Thirteen
Crore Ninety-Four Lakhs Eighty One Thousand Six
Hundred and Eighty only) divided into 6,97,40,840
(Six Crore Ninety-Seven Lakhs Forty Thousand Eight
Hundred and Forty) equity shares of ? 2/- (Rupees
Two only) each to ? 13,95,52,960 /- (Rupees Thirteen
Crore Ninety-Five Lakhs Fifty Two Thousand Nine
Hundred and Sixty only) divided into 6,97,76,480 (Six
Crore Ninety-Seven Lakhs Seventy Six Thousand
Four Hundred and Eighty) equity shares of ? 2/-
(Rupees Two only) each.

Following are the details of changes in Issued, Subscribed and paid up Share Capital of the company
during the financial year:

The Company issued 1,92,00,000 Convertible Share
Warrants to non-promoters during the financial
year ended March 31, 2024. As on March 31, 2025,
though one of the warrant holder had paid partial
amounts, none of the other warrant holders have
converted their warrants into equity shares.

The warrants were valid for a period of 18 months,
which expired on July 31, 2025.

DIVIDEND

In line with the Company’s strategic focus on
strengthening its financial position and supporting
long-term growth initiatives, the Board of Directors
have, after careful consideration, decided not to
recommend any dividend for the financial year
ended March 31, 2025. This decision has been taken
to conserve internal resources and ensure greater
financial flexibility for pursuing future expansion
and investment opportunities.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the requirement to formulate
and disclose a Dividend Distribution Policy is
applicable only to the top 1000 listed entities
based on market capitalization. As the Company
does not fall within this threshold, the provisions
of Regulation 43A are not applicable, and
accordingly, no Dividend Distribution Policy has
been adopted.

DEPOSITS

During the year under review, the Company has
neither accepted any deposits and there were
no amounts outstanding at the beginning of the
year which were classified as ‘Deposits’ in terms
of Section 73 of the Act, read with the Companies
(Acceptance of Deposit) Rules, 2014.

LISTING WITH STOCK EXCHANGE

The shares of the company are listed on the SME
Board of National Stock Exchange (NSE) and traded
on the said Exchange under the scrip code/symbol
as given below:

NSE Scrip Symbol: DUGLOBAL

The Company has paid the listing fees of NSE for
the financial year 2025-2026.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION

• The company was selected as one of the
Designated Travel Agencies for the Group
Incentive Tours 2025 by the Embassy of the
Republic of Korea in India. This recognition
underscores the company’s commitment to
organize and manage Group Travel itineraries
to South Korea for Indian tourists along with
end-to-end visa facilitation for travellers by
streamlining Group visa submissions directly at
the Embassy of South Korea in New Delhi.

• The Company was granted a Registration
Certificate under the provisions of Section 11
of the Emigration Act, 1983, by the Overseas
Employment Division of Ministry of External
Affairs, Government of India to carry out the
business of Recruitment for Deployment of
Indian workers with Foreign Employers

• A Visa Application Centre (VAC) for Thailand
and other countries was inaugurated on 17th
October, 2024, located in Lower Parel, Mumbai

DuVerify LLC- FZ, a Subsidiary of Dudigital Global
Limited, secured a contract with the Embassy
of the Republic of Korea, New Delhi. Through
its advanced DuVerify software, the Company
provides comprehensive document verification
services to the Embassy of the Republic of
Korea, New Delhi, ensuring the authenticity and
integrity of crucial documents.

MATERIAL EVENTS OCCURRED AFTER END OF

FINANCIAL YEAR

After the end of financial year under review,

following material change took place:

# LI Bidder - Seoul, South Korea (ICAC): The

Company has been declared the L1 Bidder for
the Request for Proposal (RFP) floated by the
Embassy of India, Seoul, Republic of Korea, for
outsourcing of Consular, Passport, Visa, OCI,
PCC, Surrender Certificate (Renunciation of
Indian Citizenship), Global Entry Program (GEP)
verification, and miscellaneous attestation-
related support services. The project is
under the Ministry of External Affairs (MEA),
Government of India. To efficiently manage
operations at the Indian Consular Application
Center, the Company has incorporated a
wholly owned subsidiary in Seoul, South Korea,
named “Dudigital Global Korea LLC.”

# LI Bidder - Bangkok & Chiang Mai, Thailand:

The Company was declared the L1 Bidder for the
RFP floated by the Embassy of India, Bangkok
and Chiang Mai, for outsourcing of Consular,
Passport, Visa, OCI, PCC, Surrender Certificate,
GEP verification, and attestation-related
support services under MEA, Government of
India. To manage operations in compliance
with local Thai laws, the Company’s wholly
owned subsidiary Dudigital Global LLC - UAE has
invested in a Thailand-based entity, acquiring
49% shareholding.

# Recognition by Korea Tourism Organization
(KTO): The Company has been selected as
one of the Designated Travel Agencies under
the K-Incentive Scheme 3.0 (2025) by the
Korea Tourism Organization. This recognition
highlights the Company’s commitment to
strengthening outbound tourism from India to
South Korea. KTO has entrusted Dudigital Global
Limited with the responsibility of marketing and
driving participation for the Scheme in India.

# Employee Stock Purchase Scheme (ESPS): The

Board of Directors and shareholders, through
a meeting and Postal Ballot, approved the
Employee Stock Purchase Scheme for existing
employees of the Company. The shareholders’
resolution through Postal Ballot was passed on
March 6, 2025.

# Allotment of Equity Shares - Preferential
Issue- Conversion of Share Warrant to Equity
Shares: The Preferential Issue Committee of
the Board allotted equity shares pursuant
to conversion requests from Share Warrant
holders at ?50 per share (?2 face value ?48
premium), with the balance 75% consideration
duly received:

13,88,470 equity shares (Fully Paid-up) in the
Committee meeting held on April 29, 2025

5,27,690 equity shares (Fully Paid-up) in the
Committee meeting held on May 29, 2025

# Acquisition of Intermobility Visa Solution
Private Limited (IVSPL): The Board of Directors
approved the acquisition of 1 equity share of ?10
each at face value of Intermobility Visa Solution
Private Limited [CIN: U63030DL2019PTC358936].
Following this acquisition, IVSPL has become a
Wholly Owned Subsidiary of the Company.

SUBSIDIARY COMPANIES

The consolidated financial statements of the
Company & its subsidiaries which form part of
Annual Report have been prepared in accordance
with Section 129(3) of the Companies Act, 2013.
Further, a statement containing the salient features
of the Financial Statements of Subsidiaries and
Associate Companies in prescribed Format AOC - 1
is annexed herewith as “Annexure - I”.

Pursuant to the provisions of Section 136 of the
Companies Act, 2013, The Audited Financial
Statements, including Consolidated Financial
Statements and related information of the
Company and its Subsidiaries are available on the
website of the Company at https://dudigitalglobal.
com/. These documents will also be available
for inspection during the business hours at the
Registered Office of the Company. Any member
desirous of obtaining a copy of the said Financial
Statements may write to the Company. The
details of Subsidiaries and Step-Down subsidiaries

which are consolidated as on March 31, 2025 are
mentioned in the note 33 of the Consolidated
Financial Statements of the Company.

As on March 31, 2025, the Company has 7 subsidiaries
and there has been no material change in the nature
of the business of the subsidiaries. The policy for
determining material subsidiaries of the Company
has been provided at https://dudigitalglobal.com/
investor-relation/

The Company's Wholly Owned Subsidiary- Dudigital
Global LLC - UAE has following subsidiaries

Dudigital BD Private Limited, a subsidiary of the
Company is a material subsidiary of the Company
under Regulation 16(l)(c) of the SEBI Listing
Regulations.

Pursuant to the provisions of Section 129(3) of the
Act, a separate statement containing the salient
features of financial statements of the subsidiaries
in Form No. AOC-1 is attached to the financial
statements of the Company.

New Investment in Subsidiaries, Associates, and
Joint ventures

Vituworld Tourism LLC

During the financial year under reference the
Company has made additional investment of 700
shares on June 12, 2024, 2200 Shares on September
19, 2024, 500 share on December 12, 2024, 1100 Share
on March 19, 2025 vide resolution of the Finance
and Investment Committee

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act,
2013, the directors would like to state that:

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

b) the Directors 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 at the
end of the financial year and of the profit
and loss of the company for that period;

c) the Directors have taken proper and
sufficient care for the maintenance
of adequate accounting records in
accordance with the provisions of this Act
for safeguarding the assets of the company
and for preventing and detecting fraud
and other irregularities;

d) the Directors have prepared the annual
accounts on a going concern basis; and

e) the Directors, in the case of a listed
company, have laid down internal financial
controls to be followed by the company
and that such internal financial controls are
adequate and were operating effectively;
and

f) The Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems
were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Board of Directors

The Board of Directors (“Board”) plays a pivotal
role in our corporate governance framework,
providing oversight and ensuring that
management remains focused on protecting
and advancing the long-term interests of
all stakeholders.We are firm believers in the
necessity of an engaged, well-informed, and
independent Board to uphold the highest
standards of Corporate Governance. The
ultimate responsibility for managing, directing,
and ensuring the long-term success of the

entire business rests with the Board. Comprising
Members with diverse skills, experience, and
knowledge, it plays a crucial role in supervising
affairs.

As on March 31, 2025, the Board of Directors
of the Company continues to consist of
total nine (9) Directors drawn from diverse
fields/professions which includes one (1)
Chairman and Managing Director, six (6) Non¬
Executive Directors out of which three (3) are
Independent Directors amongst them one
(1) being an Independent Woman Director.
The composition of the Board is in conformity
with SEBI (LODR) Regulations, 2015 (“SEBI Listing
Regulations”) read with Section 149 and Section
152 of the Companies Act, 2013 (“the Act”).

The Composition of Board as on March 31, 2025
is as under:

In accordance with the provisions of Section
152 & 149 and other applicable provisions, Mr.
Yashovardhan Azad (DIN: 08987680), Non¬
Executive Director of the Company is liable to
retire by rotation in the ensuing AGM and being
eligible, has offered himself for re-appointment.

Additionally, the Board of Directors approved
the appointment of Mrs. Madhurima Rail (DIN:
00239410) as Managing Director based on
the recommendation of the Nomination and
Remuneration Committee In compliance with

provisions of the Companies Act, 2013 read with
rule the terms of appointment of the Managing
Director will be placed before at the ensuing
AGM of the Company.

Brief profiles and other information of the
Directors seeking appointment and re¬
appointment along with the other details as
stipulated under the SEBI Listing Regulations are
provided in the Notice of the AGM forming part
of this Annual Report.

Pursuant to the provisions of Section 149 of
the Act, all the Independent Directors have
submitted declarations that each of them
meets the criteria of independence as provided
under Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations and also none of
the Directors of the Company are disqualified
under Section 164(2) of the Act. The Independent
Directors have also confirmed that they
have complied with the Company’s Code of
Conduct for Directors and Senior Management
Personnel.

Additionally, Ms. Shalu (DIN: 08038596) stepped
down from the position of Non-Executive
Independent Director on August 28, 2024. In
order to improve the efficiency and balance the
number of Independent and Non-Independent
Directors, Ms. Neha Goyal (DIN: 02897331) was
appointed as the Additional Director (Non¬
Executive Independent) of the Company in
the meeting of Board of Directors held on
August 28, 2024 and the appointment was
confirmed by the Members to hold the office
for 5 (Five) consecutive years as Non-Executive
Independent Director at the 17^th (Seventeenth)
Annual General Meeting of the Company held
on September 26, 2024,

(b) Key Managerial Personnel

Mr. Rajinder Rai, Chairman, Mrs. Madhurima
Rai, Managing Director, Mr. Krishna Kumar,
Whole-time Director, Mr. Manoj Dharmani,
Chief Executive Officer, Mr. Rajesh Rohilla, Chief
Financial Officer and Mr. Lalit Chawla, Company
Secretary and Compliance Officer are the
Key Managerial Personnel of the Company
in accordance with the provisions of Section
2(51) and Section 203 of the Act read with the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

During the year, Mr. Manoj Dharmani (PAN:
ACJPD5520B) was appointed as Chief Executive
Officer and Mr. Lalit Chawla (PAN: AFAPC1484P)
was appointed as Company Secretary and
Compliance Officer of the Company effective
from April 02, 2024.

Familiarisation Programmes for Directors

At their first meeting, members of the Board
provide a detailed introduction to the
functioning of the Board and its processes. New
Directors are familiarised with the Company’s
business, operations, management structure,
prospects, and strategic business plans, either
individually or during the course of Board
meetings.

Additionally, appointed Directors are provided
with relevant materials and documents on the
Company’s business and operations to enable
them to gain a comprehensive understanding
of the organisation and its activities.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act,
2013 (“the Act”) and Securities Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the SEBI
Listing Regulations”), the Board carried out
an Annual performance evaluation of its own
performance, individual directors as well as the
evaluation of the working of Committees.

The performance of the Board was evaluated
by seeking inputs from all the directors on the
basis of criteria, such as, Board composition
and structure, understanding business and
risks, effectiveness of Board processes and
procedures, oversight of financial reporting
process including internal controls and
audit functions, ethics and compliance and
monitoring activities, etc.

The performance of the Committees was
evaluated by the Board after seeking inputs
from the Committee Members on the basis of
criteria, such as, composition of Committee,
effectiveness of Committee meetings, etc.

The performance of individual Directors
was evaluated on parameters as defined
by the Board and the Nomination and

Remuneration Committee, inter alia, such as
regularity, preparatory, participation at the
Board meetings, timely execution of action
items, recommendations and their periodic
update to the Board, effective and successful
relationships and communication with fellow
Board Members and senior management,
quality and value of their contributions at Board
meetings, adherence to the Company’s policies
and resolutions, devoting time and effort to
understand the Company and its business etc.

In a separate meeting of Independent Directors,
the performance of Non-Independent Directors,
the Board as a whole and Chairman of the
Company was evaluated, taking into account
the views of executive and non- executive
Directors.

BOARD DIVERSITY

The Company recognizes and embraces
the importance of a diverse Board in its
success. We believe that a truly diverse
Board will leverage differences in thought,
perspective, regional and industry experience,
cultural and geographical background, age,
ethnicity, race, gender, knowledge and skills
including expertise in financial, diversity,
global business, leadership, information
technology, mergers and acquisitions, Board
service and governance, sales and marketing,
Environmental, Social and Governance (ESGJ,
Risk management and cybersecurity and other
domains, which will ensure that the Company
retains its competitive advantage. The diversity
of the Board is managed by the Nomination
and Remuneration Committee.

MEETINGS OF BOARD

During the year under review, the Board of
Directors duly met Five (05) times in accordance
with the provisions of the Act and Rules made
there under. The Notice and agenda of the
meeting was circulated to the Members of the
Board well in advance along with necessary
documents, reports, recommendations etc.
so that each Board member can actively
participate on agenda items during the
meetings. The intervening gap between the
meetings was within the prescribed period
under the Act and the SEBI Listing Regulations.

The details of the Board Composition and category of the Board of Directors of the Company as on
March 31, 2025 is given below:

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain
specific areas and make informed decisions in line
with the delegated authority.

The following statutory Committees constituted by
the Board, function according to their respective
roles and defined scope:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Finance and Investment Committee

The details pertaining to composition, terms
of reference, number of meetings held and

attendance thereat for respective Committees
have been enumerated in this Annual Report.

A. Audit Committee

The Company has a duly constituted Audit
Committee. The terms of reference and powers
of the Audit Committee are in accordance
with the requirements of Section 177 of the
Act. The Audit Committee of the Company is
entrusted with the responsibility to supervise
the Company’s internal controls and financial
reporting process.

a) The terms of reference of the Audit
Committee inter alia includes the
following:

I. overseeing the Company’s financial
reporting process and disclosure of

financial information to ensure that the
financial statement is correct, sufficient
and credible;

II. reviewing and examining with the
management the quarterly and annual
financial results and the auditors’ report
thereon before submission to the Board
for approval;

III. reviewing management discussion
and analysis of financial condition and
results of operations, statement of
significant Related Party Transactions
as submitted by management, Internal
Audit Report;

IV. reviewing, approving or subsequently
modifying any Related Party
Transactions in accordance with the
Related Party Transaction Policy of the
Company;

V. recommending the appointment,
remuneration and terms of
appointment of Auditors of the
Company.

VI. reviewing and monitoring the auditor’s
independence and performance and
effectiveness of audit process;

VII. reviewing management letters/letters
of internal control weaknesses issued
by the Statutory Auditors; reviewing
with the management, performance
of Statutory and Internal Auditors, the
adequacy of internal control systems;

VIII. reviewing the adequacy of internal
audit function and discussing with
Internal Auditor any significant finding
and reviewing the progress of corrective
actions on such issues;

IX. evaluating internal financial controls
and risk management systems;

X. reviewing the functioning of the Code of
Conduct of the Company and Whistle¬
Blowing Mechanism.

b) Composition, Meetings & Attendance

During the year 2024-2025, 4 (Four)
meetings of the Audit Committee were
held on Tuesday, May 21, 2024, Wednesday,
August 21, 2024, Wednesday, November
13, 2024 and Thursday, March 19, 2025. The
constitution of the Audit Committee is in
conformation with the requirements of

Section 177 of the Act. All the decisions at
the Audit Committee meetings were taken
unanimously. The minutes of each Audit
Committee meeting are placed in the next
meeting of the Board.

The composition of Audit Committee of
the Company as on March 31, 2025 and
attendance details of the Members for the
financial year ended March 31, 2025 are
given below:

Ms. Shalu (DIN: 08038596) stepped down
from the position of Member from Audit
Committee on August 28, 2024 and Ms.
Neha Goyal (DIN: 02897331) was appointed
as the Member of the Audit Committee on
August 28, 2024.

Mr. Lalit Chawla, Company Secretary of the
Company acts as the Secretary of the Audit
Committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee
is responsible for evaluating the balance of
skills, experience, independence, diversity and
knowledge on the Board and for drawing up
selection criteria, ongoing succession planning
and appointment procedures for both internal
and external appointments.

Nomination and Remuneration Policy The
Committee manages and formulates in
compliance with Section 178 of the Act read with
the applicable Rules thereto. The NRC Policy has
been posted on the website of the Company at
https://dudigitalglobal.com/investor-relation/

a) The terms of reference of the Nomination
and Remuneration Committee inter alia
includes the following:

I. formulation of the criteria for
determining qualifications, positive
attributes and independence of a
Director and recommend to the

Board of Directors a policy relating
to the remuneration of the Directors,
Key Managerial Personnel and other
employees;

II. formulation of criteria for evaluation of
performance of Independent Directors
and the Board of Directors;

Further, for every appointment of an
Independent Director, the Committee
shall evaluate and recommend to the
Board the balance of skills, knowledge
and experience on the Board and on
the basis of such evaluation, to prepare
a description of the role and capabilities
required of an Independent Director;

III. recommendation to the Board, the
remuneration packages of Managing/
Joint Managing/Whole time /Executive
Directors of the Company, including all
elements of remuneration package;

IV. recommendation to the Board, all
remuneration, in whatever form,
payable to Senior Management;

V. devising a policy on diversity of Board of
Directors;

VI. lying down the criteria for identifying
persons who are qualified to become
Directors and who may be appointed in
senior management and recommend
to the Board for their appointment and
removal;

VII. whether to extend or continue the term
of appointment of the Independent
Director, on the basis of the report of
performance evaluation of Independent
Directors.

b) Composition, Meetings & Attendance

During the year 2024-2025, 5 (Five)

meetings of the Nomination and
Remuneration Committee were held
on Thursday, April 18, 2024, Wednesday,
August 21, 2024, Thursday, October 14, 2024,
Tuesday, November 12, 2024 and Friday,
January 31, 2025. The constitution of the
Nomination and Remuneration Committee
is in conformation with the requirements of
Section 178 of the Act. The requisite quorum
was present for all the meetings.

The composition of Nomination and
Remuneration Committee of the Company
as on March 31, 2025 and attendance details
of the Members for the financial year ended
March 31, 2025 are given below:

annual report, non-receipt of declared
dividends, issue of new/ duplicate
certificates, general meetings etc;

II. review of measures taken for effective
exercise of voting rights by shareholders;

III. review of adherence to the service
standards adopted by the Company
in respect of various services being
rendered by the Registrar & Share
Transfer Agent;

IV. review of the various measures and
initiatives taken by the Company for
reducing the quantum of unclaimed
dividends and ensuring timely receipt
of dividend warrants/annual reports/
statutory notices by the shareholders of
the Company;

V. such other matters as may, from time
to time, be required by any statutory,
contractual or other regulatory
requirements to be attended to by such
Committee.

b) Composition, Meetings & Attendance

During the year 2024-2025, 2 (Two)

meetings of the Stakeholders Relationship
Committee were held on Wednesday,
August 28, 2024 and Tuesday, November 12,
2024. The constitution of the Stakeholders
Relationship Committee is in conformation
with the requirements of Section 178 of the
Act. The requisite quorum was present for
all the meetings.

The composition of Stakeholders
Relationship Committee of the Company
as on March 31, 2025 and attendance
details of the Members for the financial
year ended March 31, 2025 are given below:

D. Finance and Investment Committee

The Company has a duly constituted Finance
and Investment Committee which plays
a crucial role in assessing and managing
financial risks, as well as reviewing and making
recommendations on investment strategies
to support the company’s short-term financial
goals. Additionally, it ensures compliance with
regulatory requirements and monitors the
overall financial health of the organization.

a) The terms of reference of Finance and
Investment Committee inter alia includes the
following:

I. authorizing borrowings for vehicle loans or
other small loans;

II. managing and investing the company’s
surplus funds;

III. approving the extension of small loans to
subsidiaries or other companies;

IV. approving the opening and closure of bank
accounts;

V. entering into Letters of Intent (LOIs) or lease
agreements for establishing company
offices, Visa Application Centres (VACs),
etc.;

VI. granting approvals for utility connections,
including telephone, water, internet, and
electricity services;

VII. undertaking any other responsibilities or
assignments as may be entrusted by the
Board of Directors.

b) Composition, Meetings & Attendance

During the year 2024-2025, 12 (Twelve) meetings
of the Finance and Investment Committee were
held on Tuesday, April 02, 2024, Monday, May
27, 2024, Wednesday, June 12, 2024, Thursday,
August 22, 2024, Thursday, September 19, 2024,
Thursday, October 03, 2024, Tuesday, November
26, 2024, Thursday, December 12, 2024, Monday,
December 30, 2024, Monday, February 03, 2025,
Wednesday, March 19, 2025 and Thursday,
March 20, 2025. The requisite quorum was
present for all the meetings.

The composition of Finance and Investment
Committee of the Company as on March 31,
2025 and attendance details of the Members
for the financial year ended March 31, 2025 are
given below:

Meeting of Independent Directors

Additionally, on March 18, 2025, the Independent
Directors held a separate meeting in compliance
with the requirements of Schedule IV of the Act, and
the provisions of the SEBI Listing Regulations. The
matters discussed thereat included the following

1. Review the performance of non-independent
directors and the board of directors as a whole.

2. Review the performance of the chairperson of
the listed entity/company, taking into account
the views of executive directors and non¬
executive directors

3. Assess the quality, quantity, and timeliness
of the flow of information between the
management of the listed entity/company
and the board of directors that is necessary
for the board to effectively and reasonably
perform their duties

DETAILS OF SHAREHOLDERS MEETINGS

1. ANNUAL GENERAL MEETING

Location and time where the last three Annual
General Meetings (“AGM”) were held is as under

POSTAL BALLOT

The details of postal ballot carried out during the
financial year under reference are as follows:

All the Special Resolutions were passed with
requisite majority.

Details of Scrutiniser of the Postal Ballot

In respect of the above Postal Ballot, the Board
of Directors had appointed CS Kapil Dev Taneja
(Membership No. F-4019, CoP No. 22944) or failing
him CS Neeraj Arora (CoP No. 27281), Partners of M/s
Sanjay Grover & Associates, Practicing Company
Secretaries, as the Scrutinizer to scrutinise the
postal ballot process in a fair and transparent
manner.

Procedure of Postal Ballot

The aforesaid Postal Ballot was conducted by the
Company as per the provisions of Section 110 read
with Section 108 and other applicable provisions,
if any, of the Companies Act, 2013, (including any
statutory modification or re-enactment thereof for
the time being in force), read with Rule(s) 20 and 22 of
the Companies (Management and Administration)
Rules, 2014, Regulation 44 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
the Secretarial Standard on General Meetings
issued by The Institute of Company Secretaries
of India, each as amended, and in accordance
with the requirements prescribed by the Ministry
of Corporate Affairs for conducting postal ballot
process through e-voting vide General Circular
No(s). 14/2020 dated April 8, 2020, 17/2020 dated

April 13, 2020 read with other relevant circulars,
the latest being General Circular No. 09/2024
dated September 19, 2024 issued by the Ministry of
Corporate Affairs.

The Company engaged the services of Bigshare
Services Private Limited (“RTA”) for providing
remote e-Voting facilities to the Members,
enabling them to cast their vote electronically and
in a secure manner. In compliance with applicable
circulars issued by MCA, the Company sent the
Postal Ballot Notice only in electronic form to those
Members whose names appeared in the Register
of Members / List of Beneficial Owners as received
from the Depositories / Company’s Registrar and
Transfer Agent i.e., R&T Agent as on Friday, January
31, 2025 as cut-off date and whose email addresses
were registered with the Company / R&T Agent /
Depositories / Depository Participants (in case of
electronic shareholding) or who registered their
email addresses in accordance with the process
outlined in the Postal Ballot Notice. The Scrutinizer,
after scrutinizing the votes cast submitted his
report to Mr. Lalit Chawla, Company Secretary,
who was authorised to accept, acknowledge
and countersign the Scrutinizer’s Report as well
as declare the voting results. The consolidated
results of the remote e-Voting process were then
announced by the Company Secretary on March
7th, 2025 and were also made available on the
Company’s website and the website of National
Stock Exchange of India Limited (‘NSE’) and website
of Bigshare (https://ivote.bigshareonline.com) .

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of the Act and the
SEBI Listing Regulations, the Nomination and
Remuneration Committee (‘‘NRC’’) of your Board
has formulated a Nomination and Remuneration
Policy for the appointment and determination of
remuneration of the Directors, Key Managerial
Personnel, Senior Management and other
employees of your Company. The NRC has
also developed the criteria for determining
the qualifications, positive attributes and
independence of Directors and for making
payments to Executive and Non-Executive
Directors of the Company. The remuneration
paid to the Directors is in line with the NRC Policy
formulated in accordance with Section 178 of the
Act and SEBI Listing Regulations (including any
statutory modification(s) or re-enactment(s)
thereof for the time being in force).

Your Directors affirm that the remuneration paid
to the Directors, Key Managerial Personnel, Senior
Management and other employees is as per the
Nomination and Remuneration Policy of your
Company.

The detailed policy is available on the Company’s
website https://dudigitalglobal.com/investor-
relation/

PARTICULARS OF REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Pursuant to provisions of Section 197(12) of
the Companies Act, 2013 read with Rule 5 of
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the particulars
of remuneration to the Directors and employees
of the Company and the details of the ratio of
remuneration of each director to the median
employee’s remuneration is annexed herewith as
“Annexure-II” to Notice of the AGM.

VIGIL MECHANISM

The Company has established a Vigil Mechanism
and Whistle Blower Policy as per the provisions of
Section 177(9) and (10) of the Act and Regulation
9A (6) of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations,
2015 for its Directors and employees to report
concerns about unethical behaviour, actual or
suspected fraud or violation of Company’s Code of
Conduct. It also provides for adequate safeguards
against the victimization of employees who avail
of the mechanism and allows direct access to the
Chairman of the Audit Committee in exceptional
cases.

The policy is made to ensure that complaints, if
any, are resolved quickly in formal and conciliatory
manner, confidentiality is maintained and both the
complainant and the person against whom the
complaint is made are protected.

The said Policy has been shared with all the
concerned and has also been placed on the
website of the Company at https://dudigitalglobal.
com/investor-relation/

RISK MANAGEMENT

The Company has established a structured process
for identifying, evaluating, and mitigating risks that
may impact its operations, regulatory compliance,
revenue, and business development objectives.
Risks are periodically reviewed through internal
assessments and monitored to ensure timely
intervention. Preventive and corrective measures
are implemented, wherever necessary, to address
potential challenges. The Company remains
committed to maintaining a risk-conscious culture
across all levels of operations. Further details on
the Company’s approach to risk management are
provided in the Management Discussion & Analysis
section of this Annual Report.

DUDIGITAL GLOBAL LIMITED EMPLOYEE STOCK
OPTION SCHEME 2022 and DUDIGITAL GLOBAL
EMPLOYEES STOCK PURCHASE SCHEME-2025

The Dudigital Global Limited Employees Stock Option
Scheme - 2022 and the Dudigital Employees Stock
Purchase Scheme - 2025 (collectively referred to
as “the Schemes”) are administered under the
guidance and supervision of the Nomination and
Remuneration Committee (NRC) of the Company.
These Schemes have been implemented in
accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI
SBEB Regulations”), with the objective of attracting
and retaining top talent, aligning individual
performance with the Company’s strategic goals,
and fostering greater employee participation in
the Company’s growth.

The necessary disclosures as prescribed under
the SEBI (Share Based Employee Benefit and Sweat
Equity) Regulations Regulations,2021(hereinafter
referred as SBEB& SE Regulations) , as on March
31, 2025, are available on the Company’s website
at https://dudigitalglobal.com/. Additionally, the
Company has obtained a certificate from its
Secretarial Auditor confirming that the Schemes
have been implemented in compliance with the
SBEB& SE Regulations. This certificate will be placed
before the members at the 18th Annual General
Meeting for inspection and is also attached as
Annexure-IV to this Board’s Report.

AUDITORS & THEIR REPORTS

A. Statutory Auditors

In terms of Section 139 of the Companies Act,
2013, read with Companies (Audit and Auditors)
Rules, 2014, Members at the AGM of the Company
held in the year 2021 approved the appointment
of M/s Mukesh Raj & Co., Chartered Accountant
(Firm Registration Number: 016693), as the
Statutory Auditors of the Company for a term
of five consecutive years till the conclusion of
the AGM to be held in the year 2026.

The Report given by M/s Mukesh Raj & Co.
Chartered Accountants on the financial
statements of the Company for the financial
year ended March 31, 2025 is a part of this
Annual Report. The Auditors’ Report does
not contain any qualification, reservation or
adverse remark. The notes on the financial
statements and observations of the Auditors in
their Report on the Accounts of the Company
are self-explanatory and therefore do not call
for any further comments.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of
the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended or re
enacted from time to time), the Company has
re-appointed M/s Payal Tachak & Associates,
Practicing Company Secretary ( represented
by Ms. Payal Tachak Certificate of Practice
No.: 15010), to undertake secretarial audit of
the Company for the financial year 2024-25.
Accordingly, the Secretarial Audit Report for
the financial year ended March 31, 2025 given
by the Secretarial Auditor of the Company in
prescribed Form MR-3 forms part of this report
as “Annexure-III”.

The said report is self-explanatory and does
not contain any adverse observation or
qualification.

C. Internal Auditor

M/s B. Gupta & Associates, Chartered
Accountants, New Delhi (Firm Registration
Number. 032500) represented by Ms. Barkha
Gupta Chartered Accountant, New Delhi
was appointed as the Internal Auditor in
compliance with Section 138 of the Companies
Act, 2013 read with rules and carried out the
Internal Audit for the financial year 2024-25.

The Internal Auditors monitors and evaluates
the efficiency and adequacy of internal control

systems in the Company, its compliance with
operating systems, accounting procedures
and policies of the Company. Relevant audit
observation and recommendations along
with corrective actions thereon have been
presented to the Audit Committee and Board
of Directors, from time to time .

The Board of Directors at their meeting held on
May 27, 2025 have reappointed M/s B. Gupta &
Associates, Chartered Accountant, New Delhi
(Firm Registration Number. 032500) , New Delhi
as the Internal Auditors of the Company for the
Financial Year 2025-26.

D. Reporting Fraud by Auditors

During the year under review, the Auditors
have not reported any instances of frauds
committed by the Company, by its Officers or
Employees to the Board or Audit Committee
under Section 143(12) of the Act.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL
STANDARDS

During the period under review, the Board
confirms that the Company has complied with
the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (‘‘ICSI’’) as
amended from time to time.

ANNUAL RETURN AND EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and
Section 134(3) (a) of the Act, the Annual Return of the
Company as at March 31, 2024 is available on the
website of the Company at https://dudigitalglobal.
com/investor-relation/. By virtue of amendment
to Section 92(3) of the Act, the Company is not
required to provide an extract of Annual Return
(Form MGT-9) as part of the Director’s Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control
and risk-mitigation system, which are constantly
assessed and strengthened with new/revised
standards operating procedures. The Company’s
internal control system is commensurate to the
size, scale and complexities of its operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

With reference to Section 134(3)(h) of the
Companies Act, 2013, all transactions entered
by the Company during financial year 2024-25
with related parties were in the ordinary course
of business and on arm’s length basis. During the
year under review, the Company has not entered

into any contract / arrangement / transaction with
related parties as per section 188(l) of the Act, which
could be considered material transaction (i.e.
transaction exceeding 10% of annual consolidated
turnover as per last audited financial statements).
Necessary approval of the Audit Committee and
Board of Directors has been taken for all related
party transactions. The details of the related party
transactions entered during the year are provided
in the accompanying financial statements.

The Company has not entered into any contracts/
arrangements/ transactions with related parties
which qualify as material in accordance with the
Policy of the Company on materiality of related
party transactions. Accordingly, the disclosure
of Related Party Transactions as required under
Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014
in Form AOC-2 is not applicable to the Company
for FY 2024-25 and hence does not form part of this
Report. The details of the related party transactions
as per Indian Accounting Standards (Ind AS) are
set out in Note No. 26 of the Standalone Financial
Statements of the Company and the policy on
related party transaction, as formulated by the
Board is available on the Company’s website at
https://dudigitalglobal.com/investor-relation/.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Since your Company does not own any
manufacturing facility / production plants and
is not engaged in the real estate activities, the
requirements pertaining to disclosure of particulars
relating to Conservation of Energy, Research &
Development and Technology Absorption, as
prescribed under Companies (Disclosure of
particulars in the Report of Board of Directors)
Rules, 1988, are not applicable.

The information regarding Foreign Exchange
earnings and outgo during the year is as below:

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual
harassment at workplace and has adopted a
policy on Prevention, Prohibition and Redressal of
Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules there under. The policy

aims to provide protection to employees at the
workplace and prevent and redress complaints of
sexual harassment and for matters connected or
incidental thereto, with the objective of providing
a safe working environment, where employees
feel secure. The Company has also constituted
an Internal Complaints Committee (ICC), known
as the Prevention of Sexual Harassment (POSH)
Committee, to inquire into complaints of sexual
harassment and recommend appropriate action.

STATEMENT ON COMPLIANCE UNDER THE
MATERNITY BENEFIT ACT, 1961

The Company confirms that it is in compliance with
the applicable provisions of the Maternity Benefit
Act, 1961.

The Company has implemented all necessary
measures to ensure the welfare, health, and
safety of women employees entitled to maternity
benefits. This includes providing paid maternity
leave, nursing breaks, and such other benefits as
prescribed under the Act. Additionally, the Company
has adopted and effectively implemented a
policy to promote a supportive and inclusive work
environment for women employees during and
after the maternity period.

There were no complaints or non-compliance
issues reported under the Maternity Benefit Act
during the financial year under review.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain the cost
records as specified by the Central Government
under sub section (1) of section 148 of the Companies
Act, 2013.

INDUSTRIAL RELATIONS

During the year under review, your Company
maintained cordial relationships with employees
at all levels.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report
with detailed review of operations, performance
and future outlook, as required under Regulation 34

read with Schedule V to the SEBI Listing Regulations,
has been separately furnished in the Annual Report
and forms a part of this Annual Report.

loans/gaurantess or investments under

PROVISIONS OF SECTION 186 OF THE COMPANIES
ACT 2013

The Company has complied with provisions of
Section 186 of the Act, to the extent applicable
with respect to Loans, Guarantees or Investments
during the year.

Pursuant to the provisions of Section 186 of the
Act, the particulars of Loans, Guarantees and
Investments made by the Company during the
year under review, are given in the notes forming
part of the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS/COURTS/TRIBUNALS

No significant and material orders have been
passed by any Regulator or Court or Tribunal which
can have an impact on the going concern status
and the Company’s operations in future.

There were no proceedings initiated/pending
against the Company under the Insolvency and
Bankruptcy Code, 2016 during the financial year
under review.

OTHER DISCLOSURES

a) Related Party Transactions

There are no materially significant related
party transactions that have potential conflict
with the interest of the Company at large. The
disclosure of all related party transactions are
set out in Notes on Accounts forming part of
the Financial Statements of the Company. The
policy framed by the Company on dealing with
Related Party Transactions is posted on the
Company’s website at https://dudigitalglobal.
com/

b) Details of non-compliance by the Company,
penalties, strictures imposed on the Company
during the last financial year

There were no instances of any non-compliance
nor any penalties or strictures imposed on the
Company by the Stock Exchanges or SEBI or any
statutory authority on any matter related to
capital markets, during the last financial years.

c) Acceptance of recommendation by
Committees

During the financial year 2024-2025, all the
recommendations made by the committees of
the Board have been accepted by the Board.

d) Details of total fees for all services paid
by the Company and its subsidiaries, on a
consolidated basis, to the statutory auditor
and all entities in the network firm/network
entity of which the statutory auditor is a part

Details relating to fees paid to the Statutory
Auditors are given in Note No 22, 23 respectively
to the Standalone & Consolidated Financial
Statements.

e) CEO/CFO Certification

Mr. Manoj Dharmani, Chief Executive Officer
and Mr. Rajesh Rohilla, Chief Financial Officer
of the Company has provided Compliance
Certificate to the Board in accordance with
Regulation 17(8) read with Part B of Schedule II
of the SEBI Listing Regulations and is annexed to
this Annual Report as “Annexure-V”.

CODEOFCONDUCT

The Board of Directors has approved a Code of
Conduct which is applicable to the Members of
the Board and all employees in the course of day-
to-day business operations of the Company. The
code laid down by the Board is known as “Code of
Business Conduct” which has been posted on the
Company’s website. As required, a declaration
duly signed by the Managing Director regarding
affirmation of compliance with the Code of
Conduct is attached as “Annexure-VI”

Material Litigation and its status

There were no material litigation due or filed by or
against the Company

OTHER INFORMATION

Your Directors hereby states that no disclosure
or reporting is required in respect of the following
items as there were no transactions on these items
during the year under review:

1. The Provision of Section 135 of the Act with
respect to Corporate Social Responsibility (CSR)
is not applicable to the Company, hence, there
is no need to develop policy on CSR and take
initiative thereon;

2. Since the Company’s securities are listed
on EMERGE SME Platform of NSE, by virtue of
Regulation 15 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 the
compliance with the Corporate Governance
provisions as specified in Regulations 17 to 27
and clauses (b) to (i) of sub-regulation (2) of
Regulation 46 and para C, D and E of Schedule
V are not applicable to the Company. Hence,

Corporate Governance does not form part of
this Board’s Report.

3. There are no employees who are in receipt of
salary in excess of the limits prescribed under
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

4. Provisions of Risk Management Committee are
not applicable on the company

ACKNOWLEDGEMENTS

An acknowledgement to all with whose help,
cooperation and hard work the Company is able to
achieve the results.

For and on behalf of the Board

Madhuraima Rai Rajinder Rai

Managing Director Chairman

Date: September 1, 2025
Place: New Delhi