DU DIgital Global Ltd Directors Report

To,

The Members,

Dudigital Global Limited

The Board is pleased to present the 17^th (Seventeenth) 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, 2024.

FINANCIAL PERFORMANCE

The Companys performance during the financial year ended March 31, 2024 as comparedtothepreviousfinancialyear is summarized below:

REVIEW OF OPERATIONS

During the year under review, your Companys standalone basis, the total revenue stood at 1,791.50 Lakhs including other income of 181.13 Lakhs during the financial year ended

March, 31, 2024 as compared to total revenue of 2,528.04 Lakhs including other income of 72.09 Lakhs during the previous financial year ended March 31, 2023. As at March 31, 2024, profit 206.61 Lakhs as compared to 58.14 Lakhs, the profitof previous financial year ended

March 31, 2023.

Further on consolidated revenue stood at 3076.07 Lakhs including other income of 151.05 Lakhs as compared to total revenue of 3820.03 Lakhs including other income of

Financial Summary as under:

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	1,610.37	2,455.95	2,925.02	3,728.27
Other Income	181.13	72.09	151.05	91.77
Total Income	1,791.50	2,528.04	3,076.07	3,820.03
Expenses
Earnings before Interest, Depreciation, Amortization and Exceptional Items	522.48	249.22	490.32	291.35
Finance cost	76.75	66.57	100.64	78.04
Depreciation and amortization Expenses	122.27	93.18	152.14	115.69
Total Expenses	1,468.04	2,438.57	2,838.53	3,722.41
Profit before Tax	323.46	89.47	237.54	97.62
Tax Expenses:
Current Tax	126.93	38	157.99	45.80
Adjustments of tax relating to earlier periods	-	-	9.77	-
Deferred Tax	(10.08)	(6.67)	(10.39)	(14.90)
Total Tax Expenses	116.85	31.33	157.37	30.90
Profit after Tax	206.61	58.14	80.17	66.72

91.77 Lakhs during the previous financial year ended March

31, 2023. As at March 31, 2024, your Companys consolidated profit after tax stood at 80.17 Lakhs as compared to the previous financial at 66.72 Lakhs

RESERVES AND SURPLUS

The Company had Rs. 124.33 Lakhs of Reserves & Surplus on Standalone basis and Rs. 233.76 Lakhs on Consolidated as on March 31, 2024.

SHARE CAPITAL

During the year under review, the Company issued 4,35,82,800 equity shares as Bonus shares and 1,16,22,000 equity shares through Right Issue to existing shareholders. Furthermore, 1,92,00,000 Convertible Share Warrants (pending conversion) were issued to Non-Promoters and 8,440 Equity shares were allotted to employees under the Employee Stock Option Scheme 2022.

During the year under review, the Company issued 4,35,82,800 equity shares as Bonus shares and 1,16,22,000 equity shares through Right Issue to existing shareholders. Furthermore, 1,92,00,000 Convertible Share Warrants (pending conversion) were issued to Non-Promoters and 8,440 Equity shares were allotted to employees under the Employee Stock Option Scheme 2022.

NATURE OF BUSINESS

The Company is primarily engaged in the activities of providing VISA Processing Services to Embassies of various countries. The Company manages human interface between the visa applicant and the technical visa processing unit of the embassy of the country for which we are awarded the contract or subcontract.

There has been no change in the nature of business activities of the company during the year.

DIVIDEND

With a view to conserve the resources for the future plans of the Company, no dividend is recommended by the Board of

Directors for the financial year ended March 31, 2024.

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any 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.

BUSINESS OUTLOOK

The information regarding the potential impact of COVID-19 and various steps yearendingMarch31,2023,profit taken by your Company are providedaftertax as part of the MD&A Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

1. During the year under review, the Company issued the following securities which were listed on National Stock Exchange of India ("NSE")

S no Type of Issue	No of Share/ Securities Alloted	Price (with Premium)	Date of Special Resolution	Terms of Issue	Date of Allotment
1 Bonus Share 3:1 ( Equity Shares)	4,35,82,800	Nil	23.05.2023	Pari Passu to Existing Equity Shares	05.06.2023
2 Rights Issue ( Equity Shares)	1,16,22,000	Rs 2/- Premium Rs. 24.5/-	NA	Pari Passu to Existing Equity Shares	27.10.2023
3 Convertible Warrants	1,92,00,000	Rs. 50/-	15.01.2024	Convertible in 18 months from the date of issue	30.01.2024
4 ESOP	8,440	Rs. 25/-	NA	Pari Passu to Existing Equity Shares	27.02.2024

2. Acquisition of Virtuworld Tourism LLC

Acquisition of 300 equity shares (i.e., 100% shareholding) of VIRTUWORLD TOURISM L.L.C. incorporated in U.A.E. and having its registered office in Dubai.

MATERIAL EVENTS OCCURRED AFTER END OF FINANCIAL YEAR

After the end of financial year under review, following material change took place: Mr. Manoj Dharmani (PAN - ACJPD552B) was appointed as the Chief Executive Officer and Mr. Lalit Chawla (Membership No. - F7825) was appointed as the Company Secretary and Compliance Officer during a meeting of the Board of Directors held on April 02, 2024.

DuVerify LLC- FZ, a Subsidiary of Dudigital Global Limited, has secured a contract with the Embassy of the Republic of Korea, New Delhi. DuVerify LLC FZ will provide comprehensive document verification services to the Embassy of the Republic of Korea, New Delhi, ensuring the authenticity and integrity of crucial documents.

UTILIZATION OF FUNDS

During the financial year under reference the Company issued Convertible Share Warrants on Preferential basis and received Rs. 2400.00 Lacs as part payment and have utilized off Rs.1739.34lacsontheobjectstatedspecifiedinthe documents.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Board of Directors

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, 2024, the Board of Directors of the Company continues to have optimal combination of total nine (9)

Directors drawn from diverse fields/professions which includes one (1) Chairman and Managing Director, six (6) Non-Executive Directors out of which three (3) are Independent Directors amongst them one (1) being a Independent Woman Director. The composition of the Board is in conformity with SEBI (LODR) Regulations, 2015 ("SEBI Listing Regulations") read with Section 149 of the Companies Act, 2013 ("the Act").

The Composition of Board is as under:

Sr. No. Name	Designation
1 Mr. Rajinder Rai	Chairman and Managing Director
2 Ms. Madhurima Rai	Whole-time Director
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. Shalu	Non-Executive Independent Director

In accordance with the provisions of Section 152 & 149 and other applicable provisions, if any, of the Act, Mr. Pinak

Ranjan Chakravarty (DIN: 09636427), Non-Executive Director of the Company is liable to retire by rotation in the ensuing AGM and being eligible, has offered himself for re-appointment. Additionally Ms. Neha Goyal (DIN: 02897331) as recommended by the Board is eligible and to be appointed as an Independent Director of the Company. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has proposed the re-appointment and appointment for approval of the Members at the ensuing AGM of the Company.

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

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and 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.

During the year under review, in order to improve the efficiency and

Independent Directors, the nomination and Remuneration Committee of the Board recommended the appointment of Mr. Ajay Jain Kumar (DIN: 00097213) as the Additional Director of the Company in the meeting of the Board of Directors of the Company held on May 22, 2023 and regularized in the

Annual General meeting held in financial year 2023.

(B) Key Managerial Personnel

Mr. Rajinder Rai, Chairman and Managing Director, Mrs. Madhurima Rai, Whole-time 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 of the

Company are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, Mr. Piyush Patodia (PAN AIXPP2394R) stepped down from the position of Chief Financial Officer of the Company effective from July 04, 2023. Subsequently, Mr. Rajesh Rohilla (PAN AEYPR2942E) was appointed as Chief Financial Officer of the Company effective from July 11, 2023.

Additionally, Mr. Abhishek (PAN BULPA3127N) resigned from his role as Company Secretary and Compliance Officer on March 11, 2024 and was replaced by Mr. Lalit Chawla who assumed the position on April 02, 2024.

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 the Board after 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 held on March 21, 2024, the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated.

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 (ESG), 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, Eleven (11) meeting of Board of Directors were held 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. Additionally, on March 21, 2024, 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.

Details of the Board Meetings are given below:

S. no Board Meeting	No. of Members Present
1. 27.04.2023	7
2. 22.05.2023	8
3. 25.05.2023	8
4. 29.06.2023	5
5. 11.07.2023	8
6. 18.08.2023	6
7. 01.09.2023	8
8. 07.11.2023	5
9. 04.12.2024	4
10. 15.12.2023	7
11. 12.02.2024	7

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority and in compliance with the provisions of SEBI LODR Regulations and Companies Act, 2013.

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 there at for respective Committees have been enumerated in this Annual Report.

a) Audit Committee

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act. The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises reportingthe Companysprocess. The financial recommendations made by the Audit Committee were accepted by the Board of Directors during the year. The composition of the Committee is as under;

Sr. No. Name	Category	Designation
1 Mr. Gaurav Kumar	Independent Director	Chairman
2 Ms. Shalu	Independent Director	Member
3 Mr. Rajinder Rai	Managing Director	Member

During the year 2023-2024, Twelve (12) meetings of the Audit Committee were held. The details of meetings are as follows:

S. No.	Date of Audit Committee Meetings	No. of Members Present
1.	27.04.2023	3
2.	25.05.2023	3
3.	29.06.2023	3
4.	11.07.2023	2
5.	27.10.2023	3
6.	07.11.2023	3
7.	04.12.2023	2
8.	15.12.2023	3
9.	30.01.2024	3
10.	05.02.2024	3
11.	12.02.2024	3
12.	13.03.2024	3

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 has been formulated by the Committee in compliance with Section 178 of the Act read with the applicable Rules thereto, The copy of the policy is available on the website of the Company at https://dudigitalglobal.com/investor-relation/ The composition of the is as under;

Sr. No. Name	Category	Designation
1 Ms. Shalu	Independent Director	Chairman
2 Ms. Gaurav Kumar	Independent Director	Member
3 Mr. Shivaz Rai	Non-Execu- tive Director	Member

During the year 2023-2024, Six(6) meetings of Nomination and Remuneration Committee were held. The details of meetings are as follows:

S. No.	Date of Nomination & Remuneration Committee Meeting	No. of Members Present
1.	27.04.2023	2
2.	22.05.2023	3
3.	11.07.2023	2
4.	24.11.2023	2
5.	12.02.2024	2
6.	27.02.2024	2

c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of SEBI Listing Regulations read with Section 178(5) of the Act. The Committee looks into shareholders and investors matters specified in Schedule II-D of SEBI

Listing Regulations.

The composition of the Committee is as under;

Sr. No. Name	Category	Designation
1 Mr. Shivaz Rai	Non- Executive Director	Chairman
2 Mr. Gaurav Kumar	Independent Director	Member
3 Ms. Madhurima Rai	Whole Time Director	Member

During the year 2023-2024, Four (4) Meetings of Stakeholders Relationship Committee were held. The details of meetings are as follows:

S. No.	Date of Stakeholder Relationship Committee Meeting	No. of Members Present
1.	12.04.2023	2
2.	12.07.2023	3
3.	10.10.2023	2
4.	12.01.2024	3

d) Finance and Investment Committee

The Finance and Investment Committee plays a crucial role in assessing and managingfinancialrisks, 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 overallfinancialhealth of the organization.

The composition of the Committee is as under;

Sr. No. Name	Category	Designation
1 Mr. Rajinder Rai	Managing Director	Chairman
2 Mr. Gaurav Kumar	Independent Director	Member
3 Mrs. Madhurima Rai	Whole Time Director	Member
4 Mr. Krishna Kumar	Whole Time Director	Member

During the year 2023-2024, Four (4) Meetings of Finance

& Investment Committee were held. The details of meetings are as follows:

S. No.	Date of Finance and Investment Committee Meeting	No. of Members Present
1.	16.11.2023	4
2.	26.12.2023	4
3.	16.01.2024	4
4.	20.02.2024	4

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 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 the 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-D" as part of this Annual Report.

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, Regulation 22 of the SEBI Listing Regulations 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 this mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

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

RISK MANAGEMENT

The Board of the Company has taken all necessary steps for identifying the potential risks of the Company and their mitigation plans. The Board of Directors reviews the business plan at regular intervals for proper identification, analysis and mitigation of all material risks, both internal and external in consultation with Audit Committee.

EMPLOYEE STOCK OPTIONS

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company. The Company has a Employee Stock Option Scheme 2022 policy in place to attract and retain talent in in the Company. The shares under the scheme are allotted at face value or at a value lower than the market price. During the financialyear the Company has granted options and employees have also vested the same. The ESOP are granted to the employees by the Nomination and Remuneration Committee in line with the Remuneration Policy/ ESOP Policy of the Company.

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 had 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 had 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 had prepared the annual accounts on a going concern basis; and

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

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

STATUTORY AUDITOR

The 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.

STATUTORY AUDITORS REPORT

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, 2024 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.

REPORTING OF FRAUDS 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.

SECRETARIAL AUDIT REPORT

M/s Payal Tachak & Associates, Practicing Company Secretary represented by Ms. Payal Tachak (CP No.: 15010) have carried out Secretarial Audit, as required u/s 204 of the Act, for the financialyear 2023-2024. The Board of Directors at their meeting held on May 21, 2024 have re-appointed M/s Payal Tachak & Associates, Practicing Company Secretaries represented by Ms. Payal Tachak (CP No. 15010) as the Secretarial Auditors of the Company for the Financial Year 2024-2025.

As required under the provisions of Section 204 of the Act and pursuant to Regulation 24A of the SEBI Listing Regulations, the report in respect of the Secretarial Audit for FY 2023-24 carried out by M/s Payal Tachak & Associates, Practicing Company Secretaries and Corporate Consultants, in Form MR-3 forms part to this report as "Annexure-E".

EXPLANATION ON COMMENTS IN SECRETARIAL AUDIT REPORT

The company has delayed filing of Form DIR 12 for the Appointment of an Independent Director with a delay of 146 days on November 03, 2023. The delay is primarily due to some unresolved query in the DIN of the Director, the same was resolved after raising multiple tickets with MCA in the month of November, 2023 and the DIR 12 for change in designation was filed on November 13, 2023 with a delay of 12 days.

The delay in filing of Form AOC-4 XBRL and Form MGT-7 and CHG-1 with MCA was due to delay in the processing filing non functional MCA website in the peak filing month of October and November, 2023. The management has taken note of the discrepancies and will take due care in future and be compliant in filing of forms on time.

INTERNAL AUDIT REPORT

M/s B. Gupta & Associates, Chartered Accountants, New Delhi (Firm Registration Number. 032500) represented by Ms. Barkha Gupta Chartered Accountant was appointed as the Internal Auditor in compliance with Section 138 of the Companies Act, 2013 read with rules and have carried out the Internal Audit for the financial year 2023-24. The Internal

Audit Report was placed before the Audit Committee and the Board of Directors in the meeting dated May 21, 2024. The Board of Directors at their meeting held on May 21, 2024 have reappointed M/s B. Gupta & Associates, Chartered Accountant, New Delhi as the Internal Auditors of the Company for the Financial Year 2024-25.

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.

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 extract of Annual Return (Form MGT-9) as part of the Directors Report.

CODE OF CONDUCT

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 forms an Appendix to the Code. The Code has been posted on the Companys website.

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 FY 2023-2024 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(1) of the Act, which could be considered material transaction (i.e. transaction exceeding 10% of annual consolidated turnover statements). Relevant approval asperlastauditedfinancial of the Audit Committee has been taken by for all related party transactions. 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 2023-24 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 the 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, 2024.
1. Foreign Exchange Earned	Rs. 784. 44 Lakhs
2. Foreign Exchange Used	Rs. 25.65 Lakhs

MAINTAINENCE 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 relationship with employees at all levels.

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 annual listing fees for the current year have been paid to the Stock Exchange.

SUBSIDIARY COMPANIES

As on March 31, 2024, 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/

Name of the Subsidiary	% of Holding	Country
Intermobility Visa Solution Private Limited (Formerly known as Window Malay Visa Private Limited)	99.99%	Indian
OSC Global Processing Private Limited	95.36%	Indian
Dudigital BD Private Limited	98.42%	Indian
Dudigital Worldwide Private Limited	100%	Indian
Dudigital Global LLC	100%	UAE
Duverify LLC FZ	60%	UAE
Virtuworld Tourism LLC	100%	UAE

The Company has 2 step down Subsidiaries- Dudigital Technologies Limited - Bangladesh and Dudigital Global (Lanka) Pvt. Ltd, 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 as per the Financial Statements for the year ended March 31, 2024. Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of financial statements

1 is attached as "Annexure - F" forming part of this Annual Report.

Pursuant to 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/. These documents will also be available for the shareholder for inspection during the business hours at the registered office of the company.

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.

LOANS/GUARANTEES OR INVESTMENTS UNDER PROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013:

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financials Statements forming part of Annual Report.

BOARD POLICIES

The details of the Policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) Regulations are placed on the Companys website at https://dudigitalglobal.com/investor-relation/

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

The Office of the Commissioner of Central Goods

Tax Audit -II Delhi issued Order No. C No. /IV (16) HQ/Adj/ CGST-South/DDT/41/2020/405/24/04/2024 on April 24, 2024, imposing a GST demand of Rs. 5,50,80,634/- under the RCM, with interest of Rs. 24,43,925/- penalty of Rs. 5,50,80634/- and an additional penalty of Rs. 10,000/-. The Company is contesting the impugned order of the Commissioner of Central Goods and Service Tax Audit -II Delhi

No other significantand 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 INFORMATION the Subsidiaries in Form No. AOC-

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 Regulation 17 to

Regulation 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 Report does not form part of this Annual 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.

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 Dudigital Global Limited

Sd/-

Rajinder Rai

Chairman and Managing Director

Date: August 28, 2024

Place: New Delhi