To, The Members, Dudigital Global Limited
The Board is pleased to present the 19th (Nineteenth) 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, 2026.
The Companys performance during the financial year ended March 31, 2026 as compared to the previous financial year ended March 31, 2025 is summarized below:
[Amount in INR Lakhs]
| Particulars | Standalone March 31, 2026 | Standalone March 31, 2025 | Consolidated March 31, 2026 | Consolidated March 31, 2025 |
| Revenue from Operations | 2974.67 | 2798.86 | 5467.25 | 4815.86 |
| Other Income | 467.95 | 310.71 | 527.28 | 569.89 |
| Total Income | 3442.62 | 3109.57 | 5994.53 | 5385.75 |
| Expenses: | ||||
| Direct Cost | 440.27 | 167.34 | 551.54 | 95.78 |
| Employee Benefits Expense | 1439.71 | 1191.03 | 2504.86 | 1730.86 |
| Finance cost | 93.00 | 91.18 | 156.73 | 263.09 |
| Depreciation and amortization Expenses | 336.66 | 318.81 | 434.03 | 351.64 |
| Other Expenses | 824.90 | 946.38 | 1661.23 | 2349.19 |
| Total Expenses | 3134.54 | 2714.74 | 5308.39 | 4790.56 |
| Profit before Tax | 308.08 | 394.83 | 686.14 | 595.19 |
| Tax Expenses: | ||||
| Current Tax | 71.43 | 119.10 | 83.57 | 275.87 |
| Adjustments of tax relating to earlier periods | - | - | 2.20 | 2.24 |
| Deferred Tax | (1.41) | (22.70) | (1.41) | (22.70) |
| Total Tax Expenses | 70.02 | 96.40 | 84.36 | 255.41 |
| Profit after Tax | 238.06 | 298.43 | 601.78 | 339.78 |
During the year under review, your Companys total revenue stood at ? 3442.62/- Lakhs including other income of ? 467.95/- Lakhs as compared to total revenue of ? 3109.57/- Lakhs including other income of ? 310.71/- Lakhs during the previous financial year ended March 31, 2025.
As at March 31, 2026, profit after tax stood at ? 238.06/- Lakhs as compared to the profit after tax of the previous financial year ended March 31, 2025 amounting to ? 298.43/- Lakhs.
The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.
During the year under review your Companys consolidated revenue stood at 5994.53/- Lakhs including other income of 527.28/- Lakhs as compared to total revenue of 5385.75/- Lakhs including other income of 569.89/- Lakhs during the previous financial year ended March 31, 2025.
As at March 31, 2026, profit after tax stood at 601.78/- Lakhs as compared to the profit after tax of the previous financial year ending March 31, 2025, amounting to at 339.78/- Lakhs.
During the year, the Company further strengthened its position as a trusted technology-driven partner to governments, embassies and diplomatic missions. The Company expanded its consular and visa application services by commencing operations at the Indian Consular Application Centres in Seoul, Bangkok and Chiang Mai, while continuing to provide visa application services and technology-enabled verification solutions through DuVerify.
The Companys operational network now spans more than 35 centres across Eight countries and has processed over 1.8 million applications since inception. DuVerify continued to support automated document and identity verification services for the Embassy of the Republic of Korea and the Embassy of Georgia, reinforcing the Companys focus on secure, efficient and technology-enabled service delivery.
Since inception, Dudigital Global has built a strong reputation for innovation, adaptability and a clientfirst approach. The Company continues to invest in technology, compliance and operational excellence while expanding its presence across visa services, consular outsourcing, global recruitment, business setup, residency and other global mobility solutions.
Going forward, the Company remains focused on strengthening its international presence, securing long-term government and embassy engagements and delivering reliable, transparent and technology-driven services while remaining committed to its Indian heritage and global ambitions.
The Company is primarily engaged in providing visa and allied services, travel and tourism services, manpower consultancy, and other related support services. During the year under review, there was no material change in the nature of the Companys business activities.
The Board has decided to retain the entire amount of profits for the year and transfer the same to reserves.
In line with the Companys strategic focus on strengthening its financial position and supporting long-term growth initiatives, the Board has, after careful consideration, decided not to recommend any dividend for the financial year ended March 31, 2026. This decision has been taken to conserve internal resources and ensure greater financial flexibility for pursuing future expansion and investment opportunities.
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.
During the year under review, the Company neither accepted any deposits nor were there any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014.
During the financial year 2025-26, there was no change in the Authorised share capital of the Company. As on March 31, 2026, the Company has Authorised Share Capital of 27,00,00,000/- (Rupees Twenty-Seven Crores only) divided into 13,50,00,000
(Thirteen Crores Fifty Lakhs) equity shares of ? 2/- (Rupees Two only) each.
During the year under review, the Issued, Subscribed and Paid up share capital of the Company is increased from 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 to ?14,37,43,906/- (Rupees Fourteen Crore Thirty-Seven Lakhs Forty Three Thousand Nine Hundred and Six only) divided into 7,18,71,953 (Seven Crore Eighteen Lakhs Seventy One Thousand Nine Hundred and Fifty Three) equity shares of ? 2/- (Rupees Two only) each, primarily due to the following:
a) Conversion of 19,16,160 Warrants into equity shares pursuant to Convertible Warrants issued by Company. b) Issuance of 1,54,337 equity shares pursuant to the exercise of stock options by employees under Dudigital Global Limited Employee Stock Option Scheme 2022. c) Issuance of 24,976 equity shares pursuant to the allotment under Employees Stock Purchase Scheme 2025.
The Members of the Company, at the ExtraOrdinary General Meeting held on January 15, 2024, approved the issuance of 1,92,00,000 convertible share warrants to persons belonging to the nonpromoter category. The warrants were convertible into equity shares within a period of 18 months from the date of allotment.
During the year under review, the Company allotted equity shares pursuant to conversion of 19,16,160 warrants. Upon expiry of the stipulated 18-month period on July 30, 2025, the remaining 1,72,83,840 warrants lapsed and consequently stood extinguished.
The Companys Employee Stock Option Scheme, 2022 (ESOP 2022) was approved by the shareholders on September 15, 2022. The Scheme and Inprinciple approvals authorises the grant of up to 18,86,000 employee stock options, each option being convertible into one equity share of the Company, subject to the terms and conditions of the Scheme.
ESOP 2022 has been formulated for eligible employees of the Company and its subsidiaries with the objective of attracting, retaining and motivating talent, rewarding performance and fostering a sense of ownership and long-term commitment towards the growth and success of the Company.
The ESOP 2022 is available on the website of the Company at https://dudigitalglobal.com/investor-relation/policies-of-the-companies
The Companys Employee Stock Purchase Scheme (ESPS 2025) was approved by the shareholders on March 06, 2025. The ESPS 2025 authorises the issuance of up to 25,00,000 equity shares of the Company to eligible employees of the Company and its subsidiaries, subject to the terms and conditions of the Scheme.
The ESPS 2025 has been formulated with the objective of encouraging employee participation in the ownership of the Company, aligning the interests of employees with those of the shareholders and fostering long-term association, commitment and contribution towards the growth and success of the Company.
The ESPS is available on the website of the Company at https://dudigitalglobal.com/investor-relation/policies-of-the-companies
The Company has received a certificate from M/s. CT & Company, (FRN: P2014DE054100), Secretarial Auditors of the Company as required under Regulation 13 of the SEBI (SBEB) Regulations, confirming the implementation of ESOP 2022 and ESPS 2025 in accordance with the SEBI (SBEB) Regulations. The Certificate is attached herewith as Annexure-C.
The required disclosures under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) and Companies (Shares and Debentures) Rules, 2014 with regard to the ESOP 2022 and ESPS 2025 are available on the Companys website at https://dudigitalglobal.com/investor-relation/policies-of-the-companies
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:
The Company has paid the listing fees for the financial year 2026-2027.
During the financial year under review, the Company continued to strengthen its international presence and expand its portfolio of consular, visa, travel and allied services. The significant developments during the year are set out below:
1. Award of Contract for Outsourcing of Consular, Passport, Visa and Allied Services at the Embassy of India, Seoul: The Company was declared the 1l bidder pursuant to the Request for Proposal floated by the Embassy of India, Seoul, Republic of Korea, under the Ministry of External Affairs, Government of India, for outsourcing of Consular, Passport, Visa, OCI, Police Clearance Certificate, Surrender Certificate (Renunciation of Indian Citizenship), Global Entry Program Verification and Miscellaneous Attestation related support services at the Embassy of India, Seoul.
Subsequently, the Company signed and executed the contract with the Ministry of External Affairs, Government of India, for providing the aforesaid services in Seoul, Republic of Korea.
2. Incorporation of Wholly Owned Subsidiary in the Republic of Korea: In order to undertake and manage the operations of the Indian Consular Application Centre in the Republic of Korea, the Company incorporated a wholly owned subsidiary in Seoul under the name Dudigital (Global) Korea LLC.
3. Award of Contract for Outsourcing of Consular, Passport, Visa and Allied Services at the Embassy of India, Thailand: The Company was declared the 1l bidder pursuant to the Request for Proposal (RFP) floated by the Ministry of External Affairs (MEA), Government of India, for outsourcing of Consular, Passport, Visa, OCI, Police Clearance Certificate, Surrender Certificate (Renunciation of Indian Citizenship), Global Entry Program Verification and Miscellaneous Attestation related support services at the Embassy of India, Thailand.
Following its selection as the 1l bidder, the Company subsequently signed and executed the contract with the Ministry of External Affairs, Government of India, for providing the aforesaid services at the designated locations in Thailand.
Award of Contract for Outsourcing of Consular, Passport, Visa and Allied Services at the Embassy of India, Kuwait: Subsequent to the end of the financial year, the Company was declared the
iddier and awarded the contract for outsourcing of Consular, Passport, Visa and allied support services for the Embassy of India, Kuwait. Thereafter, certain judicial proceedings were initiated in relation to the tender process, pursuant to which the Honble High Court of Delhi directed issuance of a fresh RFP. Subsequently, pursuant to the order of the Honble Supreme Court of India permitting the Ministry of External Affairs to make suitable interim arrangements for continuity of consular services, the Company entered into an interim contract for a period of three months for providing the aforesaid services in Kuwait and commenced operations through the designated Indian Consular Application Centres.
The details of the subsidiaries and the joint ventures as on March 31, 2025, are given as under:
| Sr. No. | Name of the Subsidiary | Category |
| 1 | Intermobility Visa Solution Private Limited | Wholly Owned Subsidiary |
| 2 | Dudigital Worldwide Private Limited | |
| 3 | Virtuword Tourism LLC | |
| 4 | Dudigital Global LLC | |
| 5 | Dudigital Global Korea LLC | |
| 6 | DuVerify LLC-FZ | Subsidiary |
| 7 | Dudigital BD Private Limited | |
| 8 | OSC Global Processing Private Limited | |
| 9 | Du Digital Global (Thailand) Co., Ltd. | Step Down Subsidiary |
| 10 | Dudigital Global (Lanka) Pvt. Ltd. | |
| 11 | Dudigital Technologies Limited-Bangladesh |
The policy for determining material subsidiaries of the Company is available on the website of the Company at https://dudigitalglobal.com/investor-relation/policies-of-the-companies . Dudigital BD Private Limited, Dudigital Global LLC, and Virtuword Tourism LLC, are material subsidiaries of the Company under Regulation 16(1)(c) of the SEBI Listing Regulations.
The consolidated financial statements of the Company & its subsidiaries forms part of this Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, 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/investor-relation/subsidiary-financials . These documents will also be available for inspection during the business hours on any working day at the corporate office of the Company. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at cs@dudigitalglobal.com. The details of Subsidiaries and Step-Down subsidiaries which are consolidated as on March 31, 2026, are mentioned in the note 35 of the Consolidated Financial Statements of the Company.
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 annexed herewith as Annexure - D.
During the year under review, the following changes took place in the subsidiary structure of the Company:
a) Dudigital (Global) Korea LLC: During the year under review, the Company incorporated Dudigital Global (Korea) LLC in Seoul, South Korea, as a wholly owned subsidiary of the Company. The subsidiary was incorporated for the purpose of undertaking and managing the operations of the Indian Consular Application Centre in Seoul, South Korea, and carrying out other allied business activities in accordance with applicable laws.
b) Dudigital Global (Thailand) Co., Ltd.: During the year under review, Dudigital Global LLC, UAE, a wholly owned subsidiary of the Company, made an investment in the share capital of Dudigital Global (Thailand) Co., Ltd., a company incorporated in Bangkok, Thailand. Consequent to the said investment, Dudigital Global (Thailand) Co., Ltd. became a step-down subsidiary of the Company. The entity has been established for undertaking and managing the operations of the Indian Consular Application Centres in Thailand and other allied business activities.
c) Intermobility Visa Solution Private Limited: During the year under review, the Company
acquired the remaining one equity share of 10 each, representing 0.01% of the equity share capital, of Intermobility Visa Solution Private Limited [CIN: U63030DL2019PTC358936] at face value from its existing shareholder. Prior to the acquisition, the Company held 99.99% of the equity share capital of Intermobility Visa Solution Private Limited. Consequently, the Companys shareholding increased to 100% and Intermobility Visa Solution Private Limited became a wholly owned subsidiary of the Company.
The Board of Directors (Board) is central to our corporate governance framework, overseeing and ensuring that management prioritizes and safeguards 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 overseeing general affairs.
As on March 31, 2026, 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 cum Executive Director, One (1) Managing Director, One (1) Whole-Time 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 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, 2026 is as under:
| Sr. No. | Name | Designation |
| 1 | Mr. Rajinder Rai (DIN: 00024523) | Chairman cum Executive Director (ceases to be Managing Director from April 21, 2025) |
| 2 | Mrs. Madhurima Rai (DIN: 00239410) | Managing (appointed as Managing Director from April 21, 2025) |
| 3 | Mr. Krishna Kumar (DIN: 07497883) | Whole-Time Director |
| 4 | Mr. Shivaz Kumar (DIN: 00203736) | Non-Executive Director |
| 5 | Mr. Pinak Chakravarty (DIN: 09636427) | Non-Executive Director |
| 6 | Mr. Yashovardhan Azad (DIN: 08987680) | Non-Executive Director |
| 7 | Mr. Ajay Kumar Jain (DIN: 00097213) | Non-Executive Independent Director |
| 8 | Mr. Gaurav Kumar (DIN: 07437260) | Non-Executive Independent Director |
| 9 | Ms. Neha Goyal (DIN: 02897331) | Non-Executive Independent Director |
During the year Mr. Rajinder Rai (DIN: 00024523) stepped down from the position of Managing Director with effect from April 21, 2025 and in 18th Annual General Meeting of the Company, the members have approved the appointment of Mrs. Madhurima Rai (DIN: 00239410) as Managing Director of the Company with effect from April 21, 2025.
The Board of Directors of the Company at their meeting held on February 24, 2026, based on the recommendation of Nomination and Remuneration Committee approved the re-appointment of Mr. Gaurav Kumar (DIN: 07437260) as an Independent Director of the Company for a term of five years, effective from May 13, 2026 and Mr. Krishna Kumar (DIN: 07497883), Whole-Time Director of the Company for a term of five years, effective from April 15, 2026 subject to the approval of members at the ensuing 19th Annual General Meeting of the Company.
In accordance with the provisions of Section 152 & 149 and other applicable provisions, if any, of the Act, Mr. Shivaz Rai (DIN: 00203736) Non-Executive Director of the Company is liable to retire by rotation in the ensuing 19th AGM and being eligible, has offered themselves for re-appointment.
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.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations and are independent from the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Directors and Senior Management Personnel. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
All Directors have affirmed that they are not debarred from holding the office of a Director by virtue of any SEBI order or any other such Authority. None of the Directors of the Company are disqualified under Section 164 (1) & (2) of the Act.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and/or their shareholding. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.
Mr. Rajinder Rai, Chairman, Mrs. Madhurima Rai, Managing Director, Mr. Krishna Kumar, Whole-Time Director, Mr. Manoj Dharmani, Chief Executive Officer, Mr. Ankit Agarwal, Chief Financial Officer and Ms. Vratanshi Arora, 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 under review, Mr. Rajesh Rohila tendered his resignation from the position of Chief Financial Officer (CFO) of the Company with effect from October 15, 2025. The Board placed on record its appreciation for the valuable contributions and services rendered by him during his tenure with the Company. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on December 19, 2025, approved the appointment of Mr. Ankit Agarwal as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from January 15, 2026.
Further, during the year under review, Mr. Lalit Chawla tendered his resignation from the position of Company Secretary and Compliance Officer of the Company with effect from December 05, 2025. The Board placed on record its appreciation for the valuable contributions and services rendered by him during his tenure with the Company.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on February 24, 2026, approved the appointment of Ms. Vratanshi Arora as the Company Secretary and Compliance Officer and Key Managerial Personnel of the Company with effect from February 24, 2026.
The Company conducts a Familiarisation Programme for its Directors, which is imparted at the time of the appointment of a Director on the Board as well as during the year. The Programme aims to provide insights of the Company to enable the Directors to understand its business in depth and to assist them in performing their role as Directors of the Company.
The Familiarisation Programme inter alia, includes briefing on:
a. Role, responsibilities, duties and obligations as a member of the Board. b. Corporate presentation explaining the business
and business model of the Company.
c. Technology roadmap. d. Matters relating to governance.
Through one-to-one interaction with the senior management, the new directors are acquainted to the companys business, industry, and key policies followed by site visits to company facilities.
Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 (the Act) and Regulation 17(10) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), an annual performance evaluation of the Board is undertaken where the Board formally assess its own performance, and that of its committees and individual directors.
The Company has a structured assessment process, wherein the Nomination and Remuneration Committee (NRC) of the Company has laid down the process for an effective manner of performance evaluation of the Board, its Committees and the Directors, including the Chairman.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria, such as, Board composition and structure, 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 were 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/or 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.
As an outcome of the performance evaluation, the Board is committed to enhance the Companys governance practices and norms. The Board has the right set of committees with a proper structure guiding members to discharge their duties effectively. The information and agenda provided to the Board and its Committees is effective in driving the agenda and provides clear recommendation for decision and action. The overall outcome of the performance evaluation was found to be satisfactory.
The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, diversity, and independence. The Board provides leadership, strategic guidance, objective and an independent view to the Company management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board comprises of qualified members who possess required skills, expertise and competencies that allow them to make effective contributions to the Board and its Committees. The skills/expertise/competencies identified for the effective functioning of the Company and are currently available with the Board are Industry Expertise, Strategy and Leadership, Financial Expertise, Technical and Professional skills, Corporate Governance and Ethics, General Management and Leadership.
The Board meetings are held at regular intervals to review the Companys operations and to consider, among other businesses, the quarterly performance, strategic planning, policy formulation and financial results of the Company. The Notice and Agenda of the Board Meeting is circulated to all the Directors well in advance and contains all relevant information for perusal of the Board so as to facilitate discussion and informed decision making in the meetings. The Company Secretary under the direction of the Chairman prepares the agenda for the meetings along with the notes thereto and circulates it to the Directors, along with the notice of the meeting. Video conferencing facility was also made available to facilitate the Directors travelling/
2025 and Tuesday, February 24, 2026. The Company ensured maximum gap between two Board Meetings has not exceeded one hundred and twenty days. The necessary quorum was present for all the meetings. The attendance of the Directors at the abovementioned Board meetings is as under:
residing at other locations to participate in the meetings. The Company adheres to the Secretariat Standards on the Board Meetings as prescribed by the Institute of Company Secretaries of India (icsi).
During the financial year ended March 31, 2026, total 6 (Six) Board Meetings were held on Monday, April 21, 2025, Tuesday, May 27, 2025, Monday, September 01, 2025, Wednesday, November 12, 2025, Friday,
| Name of Director | Category | No. of Board Meetings entitled to attend during the year | No. of Board Meetings attended | Whether attended the last AGM held on September 29, 2025 |
| Rajinder Rai | Chairman, Executive Director and Promoter | 6 | 6 | Yes |
| Madhurima Rai | Managing Director-Promoter Group | 6 | 6 | Yes |
| Shivaz Rai | Non-Executive Non-Independent Director-Promoter Group | 6 | 6 | Yes |
| Krishna Kumar | Whole Time Director | 6 | 6 | Yes |
| Pinak Ranjan Chakravarty | Non-Executive Non-Independent Director | 6 | 5 | Yes |
| Yashovardhan Azad | Non-Executive Non-Independent Director | 6 | 6 | No |
| Gaurav Kumar | Non-Executive Independent Director | 6 | 6 | Yes |
| Neha Goyal | Non-Executive Independent Director | 6 | 6 | Yes |
| Ajay Kumar Jain | Non-Executive Independent Director | 6 | 5 | Yes |
The Board Committees are essential for effective corporate governance, providing focussed oversight and specialised expertise in key areas. They enhance the Boards efficiency by allowing focussed discussions and in-depth analysis on specific areas/activities as mandated by applicable rules and regulations or as delegated by the Board, which need a closer review. This division of responsibilities ensures thorough oversight, informed decision-making and strategic focus, ultimately strengthening Companys overall Governance Framework. The terms of reference of the Committees decided by the Board define its scope, powers and responsibilities.
The Chairperson of the respective Committees briefs the Board about the summary of the discussions held at the Committee meetings and the recommendations of the Committee along with rationale.
The minutes of the meetings of all the Committees are placed before the Board for their perusal. All decisions and recommendations of the Committees are placed before the Board for information or for approval, if required. As required
under the Act and the SEBI Listing Regulations and to cater on specific matters, the Board of Directors have constituted various Committees. These Committees are entrusted with such powers and functions as detailed in their terms of reference. The terms of reference of the Committees are in line with the provisions of the SEBI Listing Regulations, the Act and the Rules made thereunder.
During the year, the Board has accepted the recommendations of Committees on matters where such recommendation is mandatorily required. There have been no instances where such recommendations have not been considered.
The following statutory Committees constituted by the Board, function according to their respective roles and defined scope:
i) Audit Committee 2) Nomination and Remuneration Committee 3) Stakeholders Relationship Committee 4) Finance and Investment Committee
Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below.
The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.
The Audit Committee of the Company is constituted in line with the provisions of the Section 177 of the Act.
i. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; ii. Review and monitor the auditors independence and performance, and effectiveness of audit process; iii. Examination of the financial statement and the auditors report thereon;
iv. Approval or any subsequent modification of transactions of the company with related party; v. Scrutiny of inter-corporate loans and investments; vi. Valuation of undertakings or assets of the company, wherever it is necessary; vii. Evaluation of internal financial controls and risk management systems; viii. Monitoring the end use of funds raised through public offers and related matter; ix. Perform such other functions as may be specified in the terms of reference of the Audit Committee or as may be prescribed under applicable statutory or regulatory requirements, or as may be assigned by the Board of Directors or under the provisions of the Companies Act, 2013 from time to time.
During the year 2025-2026, 6 Six) meetings of the Audit Committee were held on Friday, May 09,2025,Tuesday,May 27,2025,Friday August 22,2025,Wednesday,November 12,2025,Thursday,December 11,2025,and Tuesday,February 17,2026. The Company is in compliance with the requirements of the SEBI Listing Regulations and the Act, in terms of time gap between any two Audit Committee Meetings. The requisite quorum was present for all the meetings. 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 and details of attendance for the meetings of Audit Committee are presented below:
| S. No. | Name of Director and Designation in Committee | Category | Attendance |
| 1. | Mr. Gaurav Kumar (Chairperson) | Non-Executive Independent Director | 6/6 |
| 2. | Mr. Rajinder Rai (Member) | Chairman and Executive Director | 6/6 |
| 3. | Ms. Neha Goyal (Member) | Non-Executive Independent Director | 6/6 |
Company Secretary & Compliance Officer of the Company acts as the Secretary of the Audit Committee.
The previous AGM of the Company was held on September 29, 2025 and Mr. Gaurav Kumar, the Chairperson of the Audit Committee was present at the AGM of the Company. All the recommendations made by the Committee during the year under review were accepted by the Board.
The purpose of the Nomination and Remuneration Committee (NRC) is to oversee the Companys nomination process including succession planning for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive and Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in Nomination and Remuneration Policy.
The NRC has formulated the Nomination and Remuneration Policy for Directors, KMPs and all other employees of the Company in compliance with Section 178 of the Act read with the applicable Rules thereto, which has been posted on the website of the Company at https://dudigitalglobal.com/investor-relation/policies-of-the-companies
(i) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
(ii) Shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;
(iii) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. The Nomination and Remuneration Committee shall, while formulating the policy ensure that
a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
(iv) To perform such other functions as may be specified in the terms of reference of the Nomination & Remuneration Committee or as may be prescribed under applicable statutory or regulatory requirements, or as may be assigned by the Board of Directors or under the provisions of the Companies Act, 2013 from time to time.
During the year 2025-2026, 9 (Nine) meetings of the Nomination and Remuneration Committee were held on Monday, May 05, 2025, Friday, July 18, 2025, Wednesday, July 30, 2025, Friday, August 22, 2025, Friday, September 26, 2025, Friday, October 10, 2025, Friday, November 07, 2025, Thursday, December 11, 2025, and Thursday, February 05, 2026.
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 and details of attendance for the meetings of the NRC are presented below:
| S. No. | Name of Director and Designation in Committee | Category | Attendance |
| 1 | Ms. Neha Goyal (Chairperson) | Non-Executive Independent Director | |
| 2 | Mr. Gaurav Kumar (Member) | Non-Executive Independent Director | |
| 3 | Mr. Shivaz Rai (Member) | Non-Executive Non-Independent Director |
Company Secretary & Compliance Officer of the Company acts as the Secretary of the Nomination and Remuneration Committee.
The previous AGM of the Company was held on September 29, 2025 and Ms. Neha Goyal, the Chairperson of the NRC was present at the AGM of the Company. All the recommendations made by the Committee during the year under review were accepted by the Board.
In terms of the requirements of the Act and the SEBI Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees.
The Company has a structured assessment process, wherein the NRC of the Company has laid down the process for an effective manner of performance evaluation of the Board, its Committees and the Directors, including the Chairman. The evaluation is carried out in a confidential manner and the Directors provide their feedback by rating based on various metrics.
The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company after considering the views of other Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The performance evaluation framework is in place and the evaluation questionnaires were circulated to the members of the Board and Committees soliciting their feedback on the performance of the Board, its committees and individual Directors for the financial year 2025-26.
The Board evaluation process was completed for the financial year 2025-26. The outcome of the engagement was presented to the NRC and the Board of Directors of the Company.
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(5) of Companies Act, 2013 read with rules made thereunder and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The requisite quorum was present for all the meetings.
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
i. The Stakeholders Relationship Committee shall consider and resolve the grievances of security holders of the company; ii. To perform such other functions as may be specified in the terms of reference of the Stakeholder & Relationship Committee or as may be prescribed under applicable statutory or regulatory requirements, or as may be assigned by the Board of Directors or under the
provision of the Companies Act, 2013 from time to time.
During the year 2025-2026, 2 (Two) meetings of the Stakeholders Relationship Committee were held on Tuesday, May 27, 2025 and Wednesday, November 12, 2025.
The composition and details of attendance for the meetings of the SRC are presented below:
| S. No. | Name of Director and Designation in Committee | Category | Attendance |
| 1 | Mr. Shivaz Rai (Chairperson) | Non-Executive Non-Independent Director | 2/2 |
| 2 | Mr. Gaurav Kumar (Member) | Non-Executive Independent Director | 2/2 |
| 3 | Ms. Madhurima Rai (Member) | Managing Director | 2/2 |
Company Secretary & Compliance Officer of the Company acts as the Secretary of the Stakeholders Relationship Committee.
The previous AGM of the Company was held on September 29, 2025 and Mr. Shivaz Rai, the Chairperson of the SRC was present at the AGM of the Company. All the recommendations made by the Committee during the year under review were accepted by the Board.
| Complaints outstanding as on April 1, 2025 | NIL |
| Complaints received during the financial year ended March 31, 2026 | NIL |
| Complaints resolved during the financial year ended March 31, 2026 | NIL |
| Compilants outstanding as on March 31, 2026 | NIL |
The Company has a duly constituted Finance and Investment Committee (FIC) 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.
(i) To invest the funds of the Company; (ii) To borrow monies on the behalf of the Company; (iii) To grant loans or give guarantee or provide security in respect of loans; (iv) To open, close or modify the bank accounts of the Company; (v) To enter into LOI, Lease Deed, or other agreements for establishing Company offices, VACs, or related premises; (vi) To obtain approvals and arrange for utility connections such as telephone, water, internet, electricity, and other essential services; (vii) To undertake such other acts, deeds, and matters as may be delegated by the Board of Directors of the Company from time to time.
All the aforesaid powers, includes the authority to amend, vary, restructure, renew, extend, terminate, or otherwise modify any transaction, arrangement, agreement, instrument, or act undertaken and shall be exercised subject to compliance with the limits prescribed under the Companies Act, 2013, the SEBI Listing Regulations, and any other applicable statutory provisions, and strictly within the limits approved by the Board of Directors from time to time.
During the year 2025-2026, 06 (Six) meetings of the Finance and Investment Committee were held on Thursday April 10, 2025, Tuesday April 22, 2025, Friday May 09, 2025, Friday.
June 06, 2025, Saturday December 06, 2025, Wednesday January 14, 2026.
The requisite quorum was present for all the meetings.
The composition and details of attendance for the meetings of the FIC are presented below:
| S. No. | Name of Director and Designation in Committee | Category | Attendance |
| 1 | Mr. Rajinder Rai (Chairperson) | Chairman and Executive Director | 6/6 |
| 2 | Mr. Gaurav Kumar (Member) | Non-Executive Independent Director | 6/6 |
| 3 | Ms. Madhurima Rai (Member) | Managing Director | 6/6 |
| 4 | Mr. Krishna Kumar (Member) | Whole Time Director | 6/6 |
A separate meeting of Independent Directors of the Company without the presence of the NonIndependent Directors were held on Tuesday, February 24, 2026, in compliance with the requirements of Schedule IV of the Act, and the provisions of the SEBI Listing Regulations.
At the said meeting, the Independent Directors (a) reviewed the performance of Non-Independent Directors and the Board of Directors as a whole; (b) reviewed the performance of the Chairman of the Company; and (c) assessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2025-26.
In terms of Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Directors, to the best of their knowledge and ability, hereby confirm that:
a) In the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;
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 as at March 31, 2026 and of the profit and loss of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Annual Accounts of the Company on a going concern basis;
e) the Directors, 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.
The details of date, time, location and special resolutions passed at the AGM held in the previous 3 (three) years are as under:
| Financial year ended | Date & Time of AGM | Venue | Special resolutions Passed |
| 31 March, 2025 | 29 September 2025 IST 12.30 P.M. | Through Video Conferencing (VC)/Other Audio Visual Means (OAVM) | 1. To approve the appointment of Mrs. Madhurima Rai (DIN: 00239410) as the Managing Director of the Company along with terms & conditions and remuneration of the appointment. 2. To approve the continuation of Mrs. Madhurima Rai (DIN: 00239410) as the Managing Director upon attaining age of 70 (Seventy) years. |
| 31 March, 2024 | 26 September, 2024 IST 12.30 P.M. | Through Video Conferencing (VC)/Other Audio Visual Means (OAVM) | 1. To appoint Ms. Neha Goyal (DIN: 02897331) as an Independent Director. 2. To approve the continuation of Mr. Rajinder Rai (DIN: 00024523) as the Managing Director upon attaining age of seventy years. 3. To approve limits for Related Party Transactions with Duverily LLC-FZ. |
| 31 March, 2023 | 29 September, 2023 IST 12.30 P.M. | Through Video Conferencing (VC)/Other Audio Visual Means (OAVM) | Nil |
Pursuant to the provisions of Section 178(3) of the Act and the applicable SEBI Listing Regulations, the Company has framed a Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel (KMPs), Senior Management and other employees of your Company.
The Nomination and Remuneration Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (Executive and Non-Executive) and also the criteria for determining the remuneration of the Directors, KMPs, Senior Management and other employees of the Company. The remuneration paid is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and the applicable SEBI Listing Regulations (including any statutory modification(s) or re-enactment 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/policies-of-the-companies
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, Key Managerial Personnel 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- E
The names of the top ten employees in terms of remuneration drawn are available for inspection by the members on request at the corporate office of the Company during business hours (between 11:00 a.m. to 01:00 p.m.) on any working day of the Company upto the date of the AGM. Any member desirous of obtaining a copy of the said statement may write to the Company Secretary at cs@dudigitalglobal.com
In terms of the requirement of the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the SEBI Listing Regulations and Regulation 9A of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has a Whistle Blower Policy and has established the necessary Vigil Mechanism for directors and employees to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of the Company provides for adequate safeguards against victimization of whistle blowers who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee.
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/policies-of-the-companies
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 in advance. 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.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate, monitor and report the trading in securities of the Company by the Directors, designated employees and insiders. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Directors, Key Management Personnel, Designated Employees and other Insiders are informed about the closure of the Trading Window before the dissemination of price-sensitive information. The said code of conduct is available on the Companys website at https://dudigitalglobal.com/investor-relation/policies-of-the-companies .
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: 016693N), as the Statutory Auditors of the Company for a term of five consecutive years till the conclusion of this 19th AGM of the Company.
Accordingly, the tenure of M/s Mukesh Raj & Co., as the Statutory Auditors of the Company will expire at the conclusion of the ensuing 19th AGM.
Based on the recommendation of the Audit Committee and pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors has recommended to the Members the appointment of M/s LBS & Co., Chartered Accountants (Firm Registration Number: 029701N), as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the ensuing 19th AGM until the conclusion of the 24th AGM of the Company, subject to the approval of the Members at the ensuing AGM.
Accordingly, an Ordinary Resolution seeking approval of the Members for the appointment of M/s LBS & Co., Chartered Accountants as the Statutory Auditors of the Company forms part of the Notice convening the ensuing 19th AGM.
As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s LBS & Co., Chartered Accountants, New Delhi (FRN No. 029701N) to their appointment.
M/s LBS & Co., Chartered Accountants, have confirmed that they are not disqualified to appoint as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
The Report given by M/s Mukesh Raj & Co. Chartered Accountants on the financial statements of the Company both Standalone & Consolidated for the financial year ended March 31, 2026 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.
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 appointed M/s CT & Company, Practicing Company Secretary, Firm registration number: P2014DE054100 (represented by Mr. Shivam Garg, Certificate of Practice No.: 16406), to undertake secretarial audit of the Company for the financial year 2025-26. Accordingly, the Secretarial Audit Report for the financial year ended March 31, 2026, given by the Secretarial Auditor of the Company in prescribed Form MR-3 forms part of this report as Annexure-F.
The said report is self-explanatory and does not contain any adverse remark or qualification.
M/s B. Gupta & Associates, Chartered Accountants, New Delhi (Firm Registration No. 032500C), represented by Ms. Barkha Gupta, Chartered Accountant, were re-appointed as the Internal Auditors of the Company by the Board of Directors at its meeting held on May 27, 2025, in compliance with the provisions of Section 138 of the Companies Act, 2013 read with the applicable rules thereunder, to conduct the Internal Audit of the Company for the Financial Year 2025-26.
Subsequently, M/s B. Gupta & Associates tendered their resignation from the position of Internal Auditors of the Company. Accordingly, to fill the casual vacancy arising out of such resignation, the Board of Directors, at its meeting held on February 24, 2026, appointed M/s Rahul Agarwalla & Co., Chartered Accountants (FRN 023451S), as the Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2025-26.
The Internal Auditors monitored and evaluated the adequacy and effectiveness of the Companys internal control systems, compliance with operating procedures, accounting policies, and applicable statutory requirements. Significant audit observations and recommendations, along with corrective actions taken thereon, were placed before the Audit Committee and the Board of Directors for their review and consideration.
The Board of Directors at their meeting held on September 01, 2026 have appointed, M/s B. Gupta & Associates, Chartered Accountants (FRN 032500C), as the Internal Auditor of the Company for the financial year 2026-2027.
During the year under review, the Statutory Auditors, Secretarial Auditors, Internal Auditors and Cost Auditors have not reported any instances of frauds committed in the Company, by its Officers or Employees, to the Board or Audit Committee under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.
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) pursuant to Section 118(10) of the Act, as amended from time to time.
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.
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, 2026 will be available on the website of the Company at https://dudigitalglobal.com/investor-relation/annual-returns .
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.
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions (RPT) and the same can be accessed on the Companys website at https://dudigitalglobal.com/investor-relation/policies-of-the-companies . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
All RPT entered into during the year under review were in the ordinary course of business and on arms length basis. Relevant approval of the Audit Committee and Board of Directors has been taken by for all related party transactions. The details of the related party transactions entered during the year are provided in the accompanying financial statements.
During the financial year 2025-26, the Company did not enter into any material related party transactions falling within the scope of Section 188(1) of the Act, other than transactions with its wholly-owned subsidiaries. Accordingly, the disclosure required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable and therefore, does not form part of this Annual 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 forming part of this Annual Report.
Since your Company does not own any manufacturing facility / production plants and
The information regarding Foreign Exchange earnings and outgo during the year is as below:
| S. No. | Particulars | Year ended March 31, 2026 (In INR Lacs) |
| 1. | Foreign Exchange Earned | 1941.90 |
| 2. | Foreign Exchange Expenditure | 284.10 |
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.
The below table provides details of complaints received/ disposed during the financial year 2025-26.
| S. No. | Particulars | Complaints received/ disposed off |
| 1. | Number of complaints of sexual harassment received during the year under review. | NIL |
| 2. | Number of complaints disposed of during the year. | NIL |
In accordance with the provisions of Maternity Benefit Act, 1961, as amended, 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.
There were no complaints or non-compliance issues reported under the Maternity Benefit Act during the financial year under review.
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.
The Management Discussion and Analysis Report for the financial year 2025-26 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.
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.
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.
Mr. Manoj Dharmani, Chief Executive Officer and Mr. Ankit Agarwal, Chief Financial Officer of the Company has provided Compliance Certificate to the Board in accordance with Regulation 17(8) and 33(2) (a) read with Part B of Schedule II of the SEBI Listing Regulations for the financial year 2025-2026 with regard to the financial statements and other matters. The said Certificate is attached as Annexure-G and forms part of the Annual Report.
The Code of Conduct for the Directors and Senior Management of the Company has been laid down by the Board and the same is posted on the website of the Company at https://dudigitalglobal.com/investor-relation/policies-of-the-companies A declaration signed by the Chief Executive Officer affirming the compliance with the Code of Conduct by the Board Members and Senior Management Personnel of the Company is appended as Annexure-H to this report.
During the year under review, the National Stock Exchange of India Limited (NSE) imposed a fine aggregating to 1,65,200, comprising a penalty of 1,40,000 and applicable GST of 25,200, in connection with non-compliance with Schedule XIX, Paragraph 2 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, read with the applicable SEBI Master Circular.
The Company submitted an application to NSE seeking waiver/reconsideration of the penalty. NSE subsequently partially accepted the Companys waiver application and reduced the penalty from 1,40,000 to 40,000. The revised penalty, as communicated by the Exchange, was duly paid by the Company and the matter stands complied with from the Companys end.
2. 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;
3. 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.
4 Provisions of Risk Management Committee are not applicable on the Company.
5. Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company affirms that for the year ended March 31, 2025, there were no proceedings, either filed by the Company or against the Company pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.
There was no instance of one-time settlement with any bank or financial institution during the financial year under review
Your Directors would like to express their gratitude for the valuable assistance and co-operation received from shareholders, lenders, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.
Rajinder Rai Chairman and Executive Director DIN: 00024523
Date: September 01, 2026 Place: New Delhi
Madhurima Rai Managing Director DIN: 00239410
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
