DU DIgital Global Ltd Directors Report

To,

The Members,

Dudigital Global Limited

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 Companys 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 Companys 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]

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	2798.86	1,610.37	4815.86	2,925.02
Other Income	310.71	181.13	569.89	151.05
Total Income	3109.57	1,791.50	5385.75	3,076.07
Expenses
Overseas Visa System Charges	167.34	123.75	95.78	174.25
Earnings before Interest, Depreciation, Amortization and Exceptional Items	804.82	522.48	243.55	252.78
Finance cost	91.18	76.75	263.09	100.64
Depreciation and amortization Expenses	318.81	122.27	351.64	152.14
Total Expenses	2714.74	1,468.04	4790.56	2,838.53
Profit before Tax	394.83	323.46	595.19	237.54
Tax Expenses:
Current Tax	119.10	126.93	275.87	157.99
Adjustments of tax relating to earlier periods			2.24	9.77
Deferred Tax	(22.70)	(10.08)	(22.70)	(10.39)
Total Tax Expenses	96.40	116.85	255.41	157.37
Profit after Tax	298.43	206.61	339.78	80.17

Consolidated

Further the Companys 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 COMPANYS 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 Indias. 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:

Capital Balance as on 01.04.2024				6,97,40,840	13,94,81,680
Sno Meeting	Date of allotment	Number of Share- Allotted	Value of Shares Allotted ( Face Value)	No of Shares ( post Allotment	Updated Paid up Capital ( post allotment)
1 Nomination and Remuneration Committee (ESOP 2022 Scheme)	October 14, 2024	31020	62,040	6,97,71,860	13,95,43,720
2 Nomination and Remuneration Committee (ESOP 2022 Scheme)	November 12, 2024	4620	9240	6,97,76,480	13,95,52,960

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 Companys 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 companys 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 Companys 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 Companys 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/

Sr. No.	Name of the Subsidiary	% of Holding Country
1	Intermobility Visa Solution Private Limited	99.99%	Indian
2	OSC Global Processing Private Limited	95.36%	Indian
3	Dudigital BD Private Limited	98.42%	Indian
4	Dudigital Worldwide Private Limited	100%	Indian
5	Dudigital Global LLC	100%	UAE
6	Duverify LLC FZ	60%	UAE
7	Virtuworld Tourism LLC	100%	UAE

The Companys Wholly Owned Subsidiary- Dudigital Global LLC - UAE has following subsidiaries

Sr. No.	Name of the Subsidiary	% of Holding	Country
1	DU Digital Technologies Limited ( Bangladesh)	100% Dhaka Bangladesh
2	Dudigital Global (Lanka) (Pvt) Ltd.	100%	Columbo Sri Lanka

Dudigital BD Private Limited, a subsidiary of the Company is a material subsidiary of the Company under Regulation 16(1)(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) NonExecutive 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), NonExecutive 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 reappointment 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 Companys 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 (NonExecutive 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.

Sr. No. Name	Designation
1 Mr. Rajinder Rai	Chairman and Managing Director (ceases to be Managing Director from April 21, 2025)
2 Mrs. Madhurima Rai	Whole-time Director (appointed as Managing Director from April 21, 2025)
3 Mr. Krishna Kumar	Whole-time Director
4 Mr. Shivaz Rai	Non-Executive Director
5 Mr. Pinak Ranjan Chakravarty	Non-Executive Director
6 Mr. Yashovardhan Azad	Non-Executive Director
7 Mr. Ajay Jain Kumar	Non-Executive Independent Director
8 Mr. Gaurav Kumar	Non-Executive Independent Director
9 Ms. Neha Goyal	Non-Executive Independent Director

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 Companys 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 Companys 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 Companys 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:

Sno	Name & Designation	Category (i.e. Promoter, Executive, NonExecutive, Independent NonExecutive, Nominee Director)	Number of Board Meetings Attended during the year	No. of other Number of Directorship Committee in Indian in which Listed Chairmanship/ public Membership held company In the Company		Attendance at the last AGM (held on 26th September 2024)
1	Mr. Rajinder Rai	Promoter - Chairman and Executive Director	4/5	Nil	Chairman-1 Member - 0	Yes
2	Mrs. Madhurima Rai	Managing Director Promoter Group	4/5	Nil	Chairman-0 Member - 2	Yes
3	Mr. Shivaz Rai	Non Executive Director Promoter Group	4/5	Nil	Chairman-0 Member - 1	Yes
4	Mr. Krishna Kumar	Whole Time Director	5/5	Nil	Chairman-0 Member - 1	Yes
5	Mr. Pinak Ranjan Chakravarty	Non Executive Director	5/5	Nil	Chairman-0 Member - 0	Yes
6	Mr. Yashovardhan Azad	Non Executive Director	3/5	Nil	Chairman-0 Member - 0	Yes
7	Mr. Gaurav Kumar	Non Executive Director- Independent	5/5	Nil	Chairman-1 Member - 2	Yes
8	Ms Neha Goyal	Non Executive Director- Independent	3/3	Nil	Chairman-1 Member - 1	Yes
9	Mr. Ajay Kumar Jain	Non Executive Director- Independent	5/5	Nil	Chairman-0 Member - 0	Yes
10	Ms. Shalu (ceases	Non Executive Director-	2/3	Nil	Chairman-0	No

to be Independent Independent Member - 2

Director)

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 Companys internal controls and financial reporting process.

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

I. overseeing the Companys 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 auditors 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 WhistleBlowing 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:

Sr. No.	Name	Category	Attendance
1	Mr. Gaurav Kumar (Chairman)	Non-Executive Independent Director	4/4
2	Mr. Rajinder Rai (Member)	Chairman and Executive Director	3/4
3	Ms. Shalu (Member)	Non-Executive Independent Director	1/2
4	Ms. Neha Goyal (Member)	Non-Executive Independent Director	2/2

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:

Sr. No.	Name	Category	Attendance
1	Ms. Neha Goyal (Chairman)	Non-Executive Independent Director	3/3
2	Ms. Shalu (Chairman)	Non-Executive Independent Director	2/2
3	Mr. Gaurav Non-Executive Kumar (Member) Independent Director		5/5
4	Mr. Shivaz Rai (Member)	Non-Executive Non Independent Director	1/5

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

Mr. Lalit Chawla, Company Secretary of the Company acts as the Secretary of the Nomination and Remuneration Committee.

C. Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders Relationship Committee (“SRC”). The SRCs constitution and terms of reference are in compliance with provisions of the Section 178 of Companies Act, 2013 read with rules made thereunder and Regulation 20 of LODR. The Committee has been constituted to specifically look into redressing the shareholders and investors complaints and grievances and to expedite the process of redressal of complaints

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

I. resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of

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:

Sr. No.	Name	Category	Attendance
1	Mr. Shivaz Rai (Chairman)	Non-Executive 2/2 Director
2	Mr. Gaurav Kumar (Member)	Non-Executive 2/2 Independent Director
3	Mrs. Madhurima Rai (Member)	Managing Director	2/2

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 companys 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 companys 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:

Sr. No.	Name	Category	Attendance
1	Mr. Rajinder Rai (Chairman)	Executive Director 6/12
2	Mr. Gaurav Kumar (Member)	Non-Executive Independent Director	12/12
3	Mrs. Madhurima Rai (Member)	Managing Director	12/12
4	Mr. Krishna Kumar (Member)	Whole Time Director	12/12

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 nonexecutive 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

Financial Year Ended	Date & Time	Venue	Special resolutions Passed
31 March,	15	through	Regularization of
2022	September,	Video	appointment of
	2022	Conferencing	Rakesh Kumar
	IST 11.30 am	(‘VC)/Other	Aggarwal (DIN:

Audio Visual 01792251) as an Means Independent

(‘OAVM) Director for a

term of 5 years.

31 March, 2023	29 September, 2023 IST 12.30pm	through Video Conferencing (‘VC)/Other Audio Visual Means (‘OAVM)	Nil
31 March,	26	through	1. To approve the
2024	September,	Video	continuation
	2023	Conferencing	of Mr. Rajinder
	IST 12.30pm	(‘VC)/Other Audio Visual Means (‘OAVM)	Rai (DIN: 00024523) as the Managing Director upon attaining age of seventy years

POSTAL BALLOT

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

Date of Postal Ballot Notice	Period of Postal Ballot	Date of Approval	Details of - Special Resolution Passed
31st January, 2025	05th February, 2025 at 09:00 AM (IST) to 06th March, 2025 at 05:00 PM (IST)	06th March, 2025	1. Alteration of Articles of Association of the
			Company. 2. Approve the Dudigital Employee Stock Purchase Scheme, 2025 (“ESPS 2025”) and grant of equity shares to the Eligible Employees of Dudigital Global Limited.
			3. Approve grant of shares to the employees of the subsidiaries (within India or outside India) of Dudigital Global Limited under the Dudigital Employee Stock Purchase Scheme, 2025 (“ESPS 2025”)

The details of remote e-voting on the afore-mentioned resolutions vide postal ballot are provided as below:

Description of the Resolution	Votes in favour of the Resolution		Votes in against of the Resolution		Invalid votes
	Number of valid votes	% of total number of votes casted	Number of valid votes	% of total number of votes casted	Total number of invalid votes	% of total number of votes casted
Alteration of Articles of Association of the Company.	3,93,48,040	100	NIL	NIL	NIL	NIL
To approve the Dudigital Employee Stock Purchase Scheme, 2025 (“ESPS 2025”) and grant of equity shares to the Eligible Employees of Dudigital Global Limited.	3,93,48,040	100	NIL	NIL	NIL	NIL
To approve grant of shares to the employees of the subsidiaries (within India or outside India) of Dudigital Global Limited under the Dudigital Employee Stock Purchase Scheme, 2025 (“ESPS 2025”)	3,93,48,040	100	NIL	NIL	NIL	NIL

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 / Companys 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 Scrutinizers 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 Companys 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 Companys 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 employees 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 Companys 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 Companys 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 Companys strategic goals, and fostering greater employee participation in the Companys 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 Companys 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 Boards 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 Directors 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 Companys 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 arms 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 Companys 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:

Sl. No. Particulars	Year ended March 31, 2025.
1. Foreign Exchange Earned	Rs. 14,49,03,599/-
2. Foreign Exchange Used	Rs. 17,13,51,200/-

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.

S. No.	Particulars	Complaints received/disposed
		off
a.	Number of complaints of sexual harassment received during the year under review.	NIL
b.	Number of complaints disposed of during the year.	NIL
c.	Number of cases pending for more than ninety (90) days.	NIL

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 Companys 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 Companys 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 Companys 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 Companys 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 Boards 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