2.15 Provisions

A provision is recognized when the Company has
a present obligation as a result of past event, it is
probable that an outflow of resources embodying
economic benefits will be required to settle the
obligation and a reliable estimate can be made
of the amount of the obligation. Provisions are not
discounted to their present value if the effect of time
value of money is not material and are determined
based on the best estimate required to settle the
obligation at the reporting date. These estimates
are reviewed at each reporting date and adjusted to
reflect the current best estimates.

Where the Company expects some or all of a provision
to be reimbursed, for example under an insurance
contract, the reimbursement is recognized as a
separate asset but only when the reimbursement
is virtually certain. The expense relating to any
provision is presented in the statement of profit and
loss net of any reimbursement.

2.16 Contingent liabilities

A disclosure for a contingent liability is made when
there is a possible obligation or a present obligation
that may, but probably will not, require an outflow of
resources. When there is a possible obligation or a
present obligation in respect of which the likelihood
of outflow of resources is remote, no provision or
disclosure is made. The Company does not recognize
a contingent liability but discloses its existence in
financial statements.

2.17 Cash and cash equivalents

Cash and cash equivalents comprise cash at
bank and in hand and short-term deposits with an
original maturity of three months or less (that are
readily convertible to known amounts of cash and
cash equivalents and subject to an insignificant risk
of changes in value) and funds in transit. However,
for the purpose of the statement of cash flows, in
addition to above items, any bank overdrafts / cash
credits that are integral part of the Company’s cash
management, are also included as a component of
cash and cash equivalents.

2.18 Segment reporting policies

Identification of segments - Operating segments
are reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision
Maker (CODM). Only those business activities are
identified as operating segment for which the
operating results are regularly reviewed by the
CODM to make decisions about resource allocation
and performance measurement.

2.19 Critical accounting judgements, estimates and
assumptions

The estimates used in the preparation of the said
financial statements are continuously evaluated
by the Company and are based on historical
experience and various other assumptions and
factors (including expectations of future events),
that the Company believes to be reasonable under
the existing circumstances. The said estimates are
based on the facts and events, that existed as at
the reporting date, or that occurred after that date
but provide additional evidence about conditions
existing as at the reporting date. Although the
Company regularly assesses these estimates, actual
results could differ materially from these estimates -
even if the assumptions underlying such estimates
were reasonable when made, if these results differ
from historical experience or other assumptions
do not turn out to be substantially accurate. The
changes in estimates are recognized in the financial
statements in the year in which they become known.

The key assumptions concerning the future and
other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing
a material adjustment to the carrying amounts of
assets and liabilities within the next financial year,
are described below. Actual results could differ from
these estimates.

a. Allowance for uncollectible trade receivables
and advances

Trade receivables do not carry any interest and
are stated at their nominal value as reduced
by appropriate allowances for estimated
irrecoverable amounts. Estimated irrecoverable
amounts are based on the ageing of the
receivable balances and historical experience.
Additionally, a large number of minor receivables
is grouped into homogeneous groups and
assessed for impairment collectively. Individual
trade receivables are written off when
management deems them not to be collectible.

b. Defined benefit plans

The costs of post-retirement benefit obligation
under the Gratuity plan are determined using
actuarial valuations. An actuarial valuation

involves making various assumptions that may
differ from actual developments in the future.
These include the determination of the discount
rate, future salary increase, mortality rates and
future pension increases. Due to the complexities
involved in the valuation and its long-term
nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting
date.

c. Fair value of financial instruments

When the fair values of financial assets and
financial liabilities recorded in the balance sheet
cannot be measured based on quoted prices
in active markets, their fair value is measured
using valuation techniques including the
present valuation technique. The inputs to these
models are taken from observable markets
where possible, but where this is not feasible, a
degree of judgement is required in establishing
fair values. Judgements include considerations
of inputs such as liquidity risk, credit risk and
volatility. Changes in assumptions about these
factors could affect the reported fair value of
financial instruments.

d. Contingencies

Where it is not probable that an outflow of
economic benefits will be required, or the amount
cannot be estimated reliably, the obligation is
disclosed as a contingent liability, unless the
probability of outflow of economic benefits is
remote. Contingent liabilities are disclosed on
the basis of judgment of the management/
independent experts. These are reviewed at
each balance sheet date and are adjusted to
reflect the current management estimate.

e. Leases - Estimating the incremental borrowing
rate

The Company cannot readily determine the
interest rate implicit in the lease, therefore, it
uses its incremental borrowing rate (IBR) to
measure lease liabilities. The IBR is the rate of
interest that the Company would have to pay
to borrow over a similar term, and with a similar
security, the funds necessary to obtain an asset
of a similar value to the right-of-use asset in a
similar economic environment.

**Outstanding unsecured loan of INR 154.00 lacs (March 31, 2024: 240.00 lacs) to Intermobility Visa Solution
Private Limited is repayable along with interest within one year from the date of disbursement and carries
interest @ 10.00% p.a..

Outstanding unsecured loan of INR 378.35 lacs (March 31, 2024: 181.71 lacs) to OSC Global Processing Private
Limited is repayable along with interest within one year from the date of disbursement and carries interest @
9.50% to 12.00% p.a.

Outstanding unsecured loan of INR 343.55 lacs (March 31, 2024: Nil lacs) to DuDigital BD Private Limited is
repayable along with interest on or before completion of loan tenure i.e February 02, 2026 and carries interest
@ 9.50% p.a.

***Outstanding unsecured loan of INR 325.00 lacs (March 31, 2024: Nil) to A.S Confin Pvt. Ltd. is repayable
along with interest on completion of 1 years from date of disbursement of loan and carries interest @ 12%
p.a .

Note 1: The Company has issued 43,582,800 bonus shares fully paid-up Equity shares of Rs. 2/- (Rupees
Two) each as fully paid-up Equity Shares in proportion of 3 (three) new fully paid-up Equity Shares for every
1 (One ) existing fully paid-up Equity Shares to the eligible shareholders of the Company. The bonus issue
was approved in Board meeting dated April 27, 2023. Consequent to this bonus issue, the earnings per
share has been adjusted for previous periods presented in accordance with Ind AS 33, Earnings per share.

During the financial year ending March 31, 2024, the Right Issue Committee of Board of Directors in meeting
dated October 27, 2023 has approved allotment of right issue i.e. 11,622,000 equity shares having face value
of INR 2/- each for cash at a premimum of Rs. 24.50 per share to the eligible Shareholders after obtainning
necessary approval’s from Regulatory Authorities.

On February 27, 2024 the Company has issue 8,440 shares fully paid-up Equity shares of Rs. 2/- (Rupees Two)
under ESOP scheme.

Note 2: During the financial year ended March 31, 2025: 35,640 equity shares (March 31, 2024: 8,440 equity
shares) have been issued on conversion of ESOP under the ESOP scheme of the company.

(c) Rights, preferences and restrictions attached to Equity Shares

The Company has only one class of equity shares having a par value of INR 2 per share (March 31, 2024: INR 2 each).
Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, holder
of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential
amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

Terms and conditions of issue of share warrant:

During the financial year ending March 31, 2024, the Preferential Issue Committee of Board of Directors in
meeting dated January 30, 2024 has approved for issue and allotment of 1,92,00,000 Convertible Warrants
(hereinafter refereed to as “Warrants”) in dematerialized form at an issue price of Rs. 50/- each on a
preferential basis for an aggregate amount of Rs. 9,600 lacs (Rupees Ninety-Six Crores Only) against receipt
of Rs. 2,400 lacs (Rupees Twenty-Four crores only) as Warrant Subscription; amount being equivalent
to 25% of the total consideration, with each Warrant convertible into one equity share of the Company
within a period of 18 months from the date of allotment of Warrants at a conversion price of Rs.50/-
per Warrant (including Rs. 48/- towards share premium), to the Allottees (“Allottees”) of share warrant.
During the current year the Company has received INR 210.00 lacs from the share warrant holders.
The Warrants do not carry any voting rights.

Outstanding vehicle loan of INR 47.62 lacs (March 31, 2024: INR 56.57 lacs) from Dialimer Services India Pvt. LTD.
has charge against the vehicle. Loan carries interest@9.06% p.a and is repayable over the period of 48 months.

Outstanding vehicle loan of INR 3.13 lacs (March 31, 2024: INR 4.74 lacs) from kotak Bank has charge against the
vehicle. Loan carries interest@9.06% p.a and is repayable over the period of 60 months.

Outstanding vehicle loan of INR 7.75 lacs (March 31, 2024: 11.36) from Union Bank has charge against the vehicle.
Loan carries interest @8.85% and is repayable over the period of 84 months.

Outstanding vehicle loan of INR 19.17 lacs (March 31, 2024: Nil) from ICICI Bank has charge against the vehicle. Loan
carries interest @9.30% and is repayable over the period of 60 months.

Outstanding vehicle loan of INR 15.84 lacs (March 31, 2024: Nil) from ICICI Bank has charge against the vehicle.
Loan carries interest @9.35% and is repayable over the period of 60 months.

Outstanding vehicle loan of INR 64.92 lacs (March 31, 2024: Nil) from ICICI Bank has charge against the vehicle.
Loan carries interest @8.85% and is repayable over the period of 48 months, comprising 47 equal monthly
installments and a final installment of INR 41 lakhs.

27 Capital Management

For the purpose of Company’s capital management, capital includes issued equity capital, securities premium
and all other equity reserves attributable to the equity holders of the parent. The primary objective of the
Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Company may adjust return capital to shareholders
or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total
capital plus net debt. The Company includes within net debt, interest bearing borrowings less cash and cash
equivalents.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims
to ensure that it meets terms & conditions attached to the interest-bearing loans and borrowings that define
capital structure requirements.

No changes were made in the objectives, policies or processes for managing capital during the March 31, 2025
and March 31, 2024

28 Fair value measurements

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial
instruments, including those with carrying amounts that are reasonable approximations of fair values:

Management has assessed that loans, trade receivables, cash and cash equivalents, other bank balances,
trade payables and borrowings approximate their carrying amounts largely due to the short-term
maturities of these instruments. The fair values of the quoted shares, mutual funds and bonds are based on
price quotations at the reporting date.

Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the
incremental borrowing rate of borrower which in case of financial liabilities is average market cost of
borrowings of the Company and in case of financial asset is the average market rate of similar credit rated
instrument. The Company maintains policies and procedures to value financial assets or financial liabilities
using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

The fair values of the Company’s advances are determined by using discount rate that reflects the incremental
borrowing rate as at the end of the reporting period.

29 Fair value hierarchy

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole.

Level 1: This level of hierarchy includes financial assets that are measured by reference to quoted (unadjusted)
prices in active markets for identical assets or liabilities.

Level 2: This level of hierarchy includes financial assets that are measured using inputs, other than quoted
prices included within level 1, that are observable for such items, directly or indirectly.

Level 3: This level of hierarchy includes items measured using a valuation model based on assumptions that
are neither supported by prices from observable current market transactions in the same instruments nor
based on available market data.

Specific valuation techniques used to value financial instruments is discounted cash flow analysis.

30 Employee Benefits

A. Defined Contribution Plans

The Company makes contributions towards provident fund and superannuation fund which are defined
contribution plans for qualifying employees. The contributions are made to the registered provident fund
administered by the government. The obligation of the Company is limited to the amount contributed and it
has no further contractual nor any constructive obligation. The expense recognised during the year towards
defined contribution plan is INR 24.75 lacs (March 31, 2024: INR 12.35 lacs).

B. Defined Benefit Plans
Gratuity:

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed
five years of service are entitled to specific benefit. The level of benefit provided depends on the member’s
length of service and salary retirement age. The employee is entitled to a benefit equivalent to 15 days salary
last drawn for each completed year of service with part thereof in excess of six months subject to maximum
limit of INR 2 million. The same is payable on termination of service or retirement or death whichever is earlier.
The present value of the obligation under such defined benefit plan is determined based on an actuarial
valuation as at the reporting date using the projected unit credit method, which recognises each year of
service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to
build up the final obligation. The obligations are measured at the present value of the estimated future cash
flows. The discount rate used for determining the present value of the obligation under defined benefit plans
is based on the market yields on Government bonds as at the date of actuarial valuation. Actuarial gains and
losses (net of tax) are recognised immediately in the Other Comprehensive Income (OCI).

31 Financial Risk Management Objectives and Policies

The Company’s activities are exposed to variety of financial risk; credit risk, liquidity risk and foreign currency
risk. The Company’s senior management oversees the management of these risks. The Company’s senior
management ensures that the Company’s financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance with the Company’s
policies and risk objectives. The Company reviews and agrees on policies for managing each of these risks
which are summarized below:

(a) Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and
other financial instruments.

(i) Trade receivables

Trade receivables are typically unsecured. Credit risk is managed by the Company through credit approvals,
establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company
grants credit terms in the normal course of business.

The ageing analysis of trade receivables as of the reporting date is as follows:

(b) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral
obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain
optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its
liquidity position and deploys a robust cash management system. It maintains adequate sources of financing
including loans from banks at an optimised cost.

(c) Foreign currency risk:

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or
loss, where any transaction references more than one currency or where assets/liabilities are denominated
in a currency other than the functional currency of the Company. The Company undertakes transactions
denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. The Company has a
treasury team which evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to
exchange rate risks and advises the management of any material adverse effect on the Company.

33 Employee stock option plans

The company provides share-based payment schemes to its employees. During the year ended March 31, 2025,
an employee stock option plan (eSOp) was in existence. The relevant details of the scheme and the grant are as
below:

Stock Option Scheme 1:-

On August 17, 2022, the board of directors approved the Equity Settled ESOP Scheme 2022 (Scheme 2022) for
issue of stock options to the key employees and directors of the company. According to the Scheme 2022,
the employee selected by the director from time to time will be entitled to stock, subject to satisfaction of the
prescribed vesting conditions, viz., continuing employment of 3 years. The other relevant terms of the grant are
as below

Stock Option Scheme 2:-

On August 17, 2022, the board of directors approved the Equity Settled ESOP Scheme 2022 (Scheme 2022) for
issue of stock options to the key employees and directors of the company. According to the Scheme 2022,
the employee selected by the director from time to time will be entitled to stock, subject to satisfaction of the
prescribed vesting conditions, viz., continuing employment of 3 years. The other relevant terms of the grant are
as below

* During the financial year 2020-21, the Company has received demand Cum-Show cause Notice no.
46 / 2020-21 dated September 18, 2020 for non-payment of Service tax liability on reverse charge and
non / short payment of interest amounting to INR 574.74 lacs from Indirect Tax Department. During the
current financial year, aforesaid demand Cum-Show cause Notice has been decided and fresh order
has been issued by The Office of the Commissioner of Central Goods and Service Tax Audit -II Delhi
vide Order No. IV (16) HQ/Adj/CGST-South/DDT/41/ 2020 / 405 on April 24, 2024, imposing a service tax
demand under reverse charge including interest thereon of INR 574.74 lacs and penalty of INR 550.40 lacs.
This order is governed by the interim protection given by Delhi High Court order dated February 05, 2024,
whereby such order has been made subject to outcome of writ challenging the show cause notice.
Further, during the hearing before Delhi High Court (April 25, 2024), the counsel for department has
informed the court that they would not implement the order till the outcome of the pending writ petition.
The Company based on internal assessment believes that no liability devolving on this matter is not probable
also and hence we have not provided for any amounts in the financial statements.

** The Company has received demand of INR 6.23 lacs for mismatch in the income tax return for the Financial
year 2018-19 on income tax e - portal. The Company is in the process of identifying and making necessary
rectification in the return of income. Further, the management believes that the ultimate outcome of this
rectification / amendments will not have a material adverse impact on the Company’s financial position and
results of operation.

*** The Company has not paid rent of INR 8.54 lacs for certain period during the financial year 2020-21 and
has requested waiver from the landlord amid lockdown and closure of business due to COVID pandemic. The
company based on negotiation with the landlord and has paid INR 3.56 lacs during the financial year 2022-23.
The Company has not received any demand from the vendors since last 3 years, hence managment does not
anticipate any future liability on unpaid portion of rent.

(b) Commitments

(i) The Company has given gurantee for extending financial supports to its subsisdiaries DuDigital BD Private
Limited, OSC Global processing Pvt. Ltd., DuDigital Worldwide Pvt LTD. & Intermobility Visa Solution Private Limited
for meeting their operating expenses and running the business operations.

(ii) The Company had outstanding capital commitments of INR 7.70 lacs (March 31, 2024: NIL) pertaining to the
development of software.

36 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post¬
employment benefits received Presidential assent in September 2020. The Code has been published in the
Gazette of India. However, the date on which the Code will come into effect has not been notified and the final
rules / interpretation have not yet been issued. The company will assess the impact of the Code when it comes
into effect and will record any related impact in the period the Code becomes effective.

37 Other Statutory Information

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against
the Company for holding any Benami property.

ii) The Company has balance with the below-mentioned struck off companies under section 248 of Companies
Act, 2013 or section 560 of Companies Act, 1956.

iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the respective financial
years / period

v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

vii) The Company does not have any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

viii) The Company has not been declared wilful defaulter by any bank or financial Institution or other lender.

ix) The Company does not have any Scheme of Arrangements which have been approved by the Competent
Authority in terms of sections 230 to 237 of the Act.

x) The Company has complied with the the number of layers prescribed under of Section 2(87) of the Act read with
the Companies (Restriction on number of Layers) Rules,2017

38 The Company has received summon dated January 24, 2023 from Investigating authority of Securities and
Exchanage Board of India seeking some information/explanation from the company. The company has
furnished details as requested via reply letter dated February 01, 2023. Further information was requested via
Email dated March 20, 2023 against which information was furnished dated March 30, 2023. There is no update/
revert on the matter from the investigating authority till the date of these financial statements.

39 Expenditure relating to Initial Public Offering amounting Rs. 49.13 lacs have been amortised over the period of 5
years and is included under the head “Other Current Assets”. Charge to the Profit and loss account during the
year ended March 31, 2025: INR 9.47 lacs (March 31, 2024: INR 9.47 Lacs).

40 Previous year’s figures have been rearranges or regrouped wherever necessary.

As per our report of even date

For Mukesh Raj & Co. For and on behalf of the Board of Directors

Chartered Accountants DUDIGITAL GLOBAL LIMITED

ICAI Firm Registration No. 016693N

per Mukesh Goel Madhurima Rai Krishna Kumar

Partner Managing Director Whole-time Director

Membership No. 094837 DIN: 00239410 DIN: 07497883

Place : New Delhi Rajesh Rohilla Manoj Dharmani Lalit Chawla

Date : May 27, 2025 Chief Financial Officer Chief Executive officer Company Secretary

Membership No: F7825