Share Wealth

Year End :2023-03

The Directors have pleasure in presenting their 16^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Standalone financial statements for the year ended March 31, 2023 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Financial Summary as under:

[Amount in Lakhs.]
Particulars	Conso	idated	Stand	alone
	2022 2023	2021 2022	2022 2023	2021 2022
Gross Income	3820.03	981.02	2528.04	489.65
Finance Charges	78.04	22.60	66.57	18.43
Gross Profit/ (Loss)	97.62	27.92	89.47	35.90
Tax	(30.90)	(15.01)	(31.33)	(10.07)
Net Profit/ (Loss) After Tax	66.72	12.92	58.14	25.83
Other Comprehensive Income	11.97	8.23	0.81	1.06

For the financial year 2022-2023, your Company recorded consolidated Gross income of Rs. 3820.03 Lakhs as against 981.02 lakhs on the consolidated basis and Gross income of Rs. 2528.04 Lakhs as against 489.65 lakhs on standalone basis in the previous year and thereby recorded growth of 289.39% on Consolidated Basis and 416.29% on standalone Basis of the Gross Income. The key growth driver during the year was mainly due to removal of travel restrictions removed various countries over the globe.

2. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

3. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs.66.72 Lakhs on consolidated and 58.14 Lakhs on standalone Basis Financial Year under review.

The total reserves for the Financial Year 2022-2023 is on consolidated basis Rs. 2011.32 Lakhs and Rs. 1922.04 Lakhs on standalone basis

4. SHARE CAPITAL

Authorised Share Capital : During the year under review the Authorised Share Capital of Company was increased from 5.5 Crore to to 27 Crore on 15th September 2022 vide approval of Shareholders in the Annual General Meeting.

Total Paid up Capital : The total paid up share capital of the Company as on 31^st March, 2023 is Rs. 290.55 Lakhs comprising of 1,45,27,600 Equity Shares of Rs. 2/- each.

SUB-DIVISION

On April 12, 2022, the Board of Directors of the Company, considered and approved the proposal for sub-division of 1 (one) equity share of the Company having face value of ?10/- each into 5(Five) equity shares of the Company having face value of ?2/- each (‘sub-division’) and consequential amendments in the Capital Clause of the Memorandum of Association of the Company and Articles of Association of the Company, subject to the approval of the Shareholders of the Company and other necessary approvals. The said proposal was approved by the Shareholders of the Company at the Extra Ordinary General Meeting held on 10^th May 2022. The Record Date for the sub-division was set as July 01, 2022 and consequently, the face value of the equity shares of the Company (fully paid-up and partly paid-up) was sub-divided to ?2/- each from ?10/- each.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

During the year under review, subsequent to approval accorded by the shareholders of the Company at the Extra-Ordinary General Meeting held on August 10, 2022, the Company had issued and allotted 15,00,000 equity shares, on a preferential basis at a price of 100 (including premium of 98) per equity share aggregating to 1500 lacs for cash consideration to the Persons belonging to the Non-Promoter group.

SWEAT EQUITY SHARES

During the Financial Year under review the company has issued 27,600 Sweat Equity Shares for at price of Rs.173.92 for non-cash consideration, approved by the Board directors in their meeting held on 17^th August 2022, subject to the approval of the Shareholders of the Company and other necessary approvals. The said proposal was approved by the Shareholders of the Company at the Annual General Meeting held on 15^th September 2022,

The Sweat Equity shares was allotted on the 10^th January 2023 the shares was admitted to trading from 31^st March 2023.

EVENTS AFTER END OF FINANCIAL YEAR

Company has allotted 4,35,82,800 Equity Shares on 05th June 2023 through Bonus issue of Equity Shares.

5. BUSINESS OUTLOOK

For the upcoming financial year, 2023-24. As the world recovered from the complexities of the post-pandemic era, the travel industry is poised for a period of recovery and transformation

The travel industry is anticipated to experience a gradual recovery during the financial year 2023-24. With the increasing global vaccination rates and improved health safety measures, travel restrictions are likely to ease, leading to a revival in both domestic and international travel. However, the pace of recovery may vary across regions, with some markets rebounding faster than others due to variations in vaccination rates and government policies.

In 2023-24, Indian tourists will be among the biggest spenders on travel. Travelers between the age groups of 23 and 40 are expected to be the maximum who will do international travel. Weekend trips are expected to grow in popularity this year. Travel and tourism returned to form in 2022-23, and even though costs are rising globally, travelers are still taking holidays and exploring the world. With millions of travelers already planning trips, and a 20% increase in earnings for the global tourism sector, 2023-24 looks promising to deepen these experiences by having a lasting positive impact on the places and people we visit.

6. THE CHANGE IN THE NATURE OF BUSINESS

No change in the nature of business activities during the year.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e., 31^st March, 2023 and the date of this Directors’ Report i.e.,01^st September except as mentioned in this Report.

8. MATERIAL EVENTS OCCURRED AFTER THE END OF THE FINANCIAL YEAR

a. The company Allotted 4,35,82,800 Bonus Equity Shares of Rs. 2/- each on 05-06-2023 to the existing shareholders approved by Board of Directors on 27^th April 2023 and also Confirmed by the shareholders of the in the Extraordinary General Meeting Held on 23/05/2023.

b. The Board of Directors Proposed a right issue size upto 35 crores in the Board Meeting Held on 11^th July 2023.

c. The Company Appointed Additional Independent Director Mr.Ajay Jain Kumar on 22^th May 2023.

d. The Chief Financial Officer of the company Mr. Piyush Patodia Has Resigned from Company on 04^th July 2023.

e. The Company Has Appointed Mr. Rajesh Rohilla as Chief Financial Officer the Board Meeting held on 11^th July 2023.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Appointment of Director

During the financial year under review the Company Has appointed Mr. Pinak Ranjan Chakravarty as Non- Executive Director of the Company on July 08^th 2022 which Was Subsequently approved by shareholders in the Annual General Meeting held on September 15^th 2022.

Resignation of Director

Mr. Rakesh Kumar Aggarwal Independent Director of the company resigned on 28^th February 2023 due personal reasons and there was no operational Material reasons for the same.

10. BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 11 (Eleven) Board Meetings, were convened and held. The details of which are given as under.

Sr. No.	Date
Board Meeting
1.	12/04/2022
2.	19/05/2022
3.	30/05/2022
4.	15/06/2022
5.	08/07/2022
6.	17/08/2022
7.	26/09/2022
8.	11/11/2022
9.	11/01/2023
10	03/03/2023
11.	24/03/2023

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an Annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

12. COMMITTEES OF THE BOARD

There are currently three committees of the Board, as following:

a) Audit Committee

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 the Company’s financial reporting process. 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 Financial year 6 Meeting of Audit Committee was held on 12^th April, 2022, 30^th May, 2022, 15^th July, 2022, 11^th November, 2022, 10^th January, 2023, 24^th March, 2023.

b) Nomination and Remuneration Committee

The composition of the Committee constituted is as under;

Sr. Name Category Designation

No,

1 Shalu Independent Director Chairman

2 Gaurav Kumar Independent Director Member

3 Shivaz Rai Director Member

During the Financial year 5 Meeting of nomination and Remuneration Committee was held on 23th June, 2022, 08^th July, 2022, 17^th August, 2022, 20^th October, 2022, 03^rd March, 2023.

c) Stakeholders Relationship Committee

The composition of the Committee constituted is under;

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

During the Financial year 4(Four) Meeting of Stakeholders Relationship Committee was held on 15^th April, 2022, 08^th July, 2022, 14^th October, 2022, 10^th January, 2023.

d) Preferential Issue Committee

In addition of above committees During the Year under review the company has formed preferential issue committee in the areas of Fund Raising for a specified event regarding the Preferential Allotment.

The Composition of committee is under

Sr. No.	Name	Category	Designation
1	Krishna Kumar	Whole Time Director	Chairman
2	Shalu	Independent Director	Member
3	Yashovardhan Azad	Non-Executive Director	Member
4.	Pinak Ranjan Chakravarty	Non- Executive Director	Member
5.	Gaurav Kumar	Independent Director	Member

During the year 6(Six) Meetings of preferential Issue committee Meeting was held on 15^th July 2022,

25^th July 2022,06^th August 2022,12^th August 2022, 01^st September 2022, 10^th September 2022.

13. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Pursuant to provisions of Section 197(12) ofthe Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, theparticulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director tothe median employee’s remuneration is annexed here with as “Annexure- IV” to this Report.

14. EMPLOYEE STOCK OPTIONS / RESTRICTED STOCK UNITS (RSUs)

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.

During the Financial Year Under Review have been confirmed as per the requirements of SEBI ESOP Regulations, by the membersof the Company in the AGM held on 15^th September 2022 Further, details for employee stock options plans also form part of the notes to accounts of the financial statements. The details as required to be disclosed under Regulation 14 of SEBI ESOP Regulations are available on the website of the Company at https://dudigitalglobal.com/wp-content/ uploads/2023/08/ESOP-DISCLOSURE-Final.pdf.

Company Issued 82,500 ESOPs to the Employees of the Company on 19^th October 2022 out of 4,71,500 ESOPs Approved by shareholders vide approval in the AGM held on 15^th September.

15. 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 cyber security and other domains, which will ensure that Infosys retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity.

16. 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 have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

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

d) The directors have prepared the annual accounts on a going concern basis.

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.

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

17. AUDITORS

Mukesh Raj & Co., Chartered Accountant, (FRN: 016693) is appointed as Statutory Auditors of the Company from conclusion of the Annual General Meeting [AGM] held in the year 2021 till the conclusion of Annual General Meeting to be held in the year 2026.

18. AUDITOR’S REPORT

The Board has duly examined the Statutory Auditor’s report on accounts which is self-explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.

19. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, the Board has appointed Ms. Payal Tachak, proprietress of M/s. Payal Tachak& Associates, Practicing Company Secretary for the FY 2022-2023.

The report of the Secretarial Auditors is enclosed as Annexure to this report.

a. Company is Non-Compliant as per the requirements of Regulation 3(5) of SEBI (PIT) Regulations, 2015 (SDD Non-Compliant) for the period under review.

Management Reply: The Company has deployed the requisite software henceforth maintaining the SDD Data base as prescribed under regulation 3(5) of SEBI (PIT) Regulations 2015.

b. The Company was summoned with a SEBI Notice dated January 24, 2023, on the grounds that transactions in securities of the Company are being dealt with in a manner detrimental to the investors or the securities market; and any intermediary or any person associated with the securities market has violated any of the Provision of Securities and Exchange Board of India Act, 1992 (SEBI Act) or the rules or the regulations made thereunder or directions issued by the Board. Further, in response to the abovesaid notice, the Company has duly filed a reply dated February 01, 2023, along with the required submissions, giving point wise answer to all the Queries/clarifications sought by SEBI. In Continuation of the above Summon SEBI Seeks the additional Information on 20th March 2023 via Email, the company replied the same on 30th March 2023 in response of all queries.

Management Reply: The Company has replied all the Queries asked by SEBI in its Summon dated January 24, 2023 on the February 01, 2023, along with the required submissions, giving point wise answer to all the Queries/clarifications sought by SEBI. In Continuation of the above Summon SEBI Seeks the additional Information on 20th March 2023 via Email, the company replied the same on 30th March 2023 in response of all queries.

The report of the Secretarial Auditor is enclosed as Annexure I to this report.

20. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

21. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). Internal Complaints Committees have been set up in accordance with the provisions of POSH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy.

One Complaint was received During the Financial Year Under Review and complaint was disposed off pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”)and hence no complaint is outstanding as on 31^st March, 2023 for Redressal.

22. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy linkhttps://dudigitalglobal.com/policies-of-the-companies/.

23. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.

24. EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) oftheCompaniesAct,2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 is published at website of the Company link for the same is as under: https://dudigitalglobal.com/wp-content/ uploads/2023/08/MGT7_MGT9.pdf

25. 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 Company’s website at https:// dudigitalglobal.com/policies-of-the-companies/.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

27. 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 2022-2023 with related parties were in the ordinary course of business and on arm’s length basis. During the year under review, the Company has entered into with related parties as per section 188(1) of the Act,which could be considered material transaction are mentioned in AOC-2 and Company has taken necessary members approval, since all the related party transactions entered by the company during the financial year were at arm’s length basis and in ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.

Disclosure related to contracts/arrangements with related parties are as per AOC 2 Annexure III.

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

During the finacial Year under review the company the Expenditure on CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION was nil

Expenditure on FOREIGN EXCHANGE EARNINGS AND OUTGO are as follows

Foreign Exchange Earnings	57,73,808.00
Foreign Exchange Expenses	6,86,43,776.00

29. INDUSTRIAL RELATIONS

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

30. LISTING WITH STOCK EXCHANGES

The Equity shares of the Company are currently listed on NSE Limited.

31. DETAILS WITH REFERENCE TO SUBSIDIARY, JOINT VENTURE OR, ASSOCIATE COMPANY, ARE GIVEN UNDER ANNEXURE II OF THE DIRECTORS REPORT.’

32. LOANS/GAURANTESS OR INVESTMENTS UNDER PROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013:

Following are the details of Loans or Investment by the Company during the FY 2022-2023:

Sr. No	Name of the Company	Nature of Investment	Amount Invested or given as Loan	Date of Approval
1	DuDigital Worldwide Private Limited	Subscription Of Shares	1,00,000	12/05/2022
2.	DuDigital Worldwide Private Limited	Purchase of shares	49,000	03/03/2023

33. 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.

Website Links:https://dudigitalglobal.com/policies-of-the-companies/.

34. OTHER INFORMATION

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

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

2. The Company has not accepted deposits covered under Chapter V of the Act;

3. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations The Company was summoned with a SeBi Notice dated January 24, 2023, on the grounds that transactions in securities of the Company are being dealt with in a manner detrimental to the investors or the securities market; and any intermediary or any person associated with the securities market has violated any of the Provision of Securities and Exchange Board of India Act, 1992 (SEBI Act) or the rules or the regulations made thereunder or directions issued by the Board. Further, in response to the abovesaid notice, the Company has duly filed a reply dated February 01, 2023, along with the required submissions, giving point wise answer to all the Queries/clarifications sought by SEBI. In Continuation of the above Summon SEBI Seeks the additional Information on 20th March 2023 via Email, the company replied the same on 30th March 2023 in response of all queries.

4. Since the Company’s securities are listed on EMERGE SME Platform of Nse, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board’s Report.

5. 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.

35. ACKNOWLEDGEMENTS

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