Final Results

9 September 2013

Digital Globe Services, Ltd.

(the "Company" and together with its subsidiaries "DGS")

Final Results

Digital Globe Services, Ltd. (AIM: DGS), a leading provider of online customer acquisition solutions for large, consumer-facing organisations, is pleased to announce final results for the year ended 30 June 2013.

Financial highlights:

· Revenues of US$25.5 million (28% YoY growth)

· Adjusted EBITDA* of US$4.0 million (32% YoY growth)

· Adjusted EBITDA* margin 15.8% (2012: 15.3%)

· Total shareholder return of 33.6% in four months since listing:

o Share price up over 32% compared to FTSE down 2%

o Dividends of $1.7 million declared, including $1.4 million paid in June 2013

· Cash on hand at 30 June 2013 of $4M after repayment of debt, investment in growth initiatives and payment of dividends

*EBITDA is earnings before interest, taxes, depreciation and amortization. "Adjusted EBITDA" additionally excludes foreign exchange gains or losses, extraordinary items and non-cash Employee Stock Option Plan charges.

Operational highlights:

· Expansion of call centre and tech support staff by 35% to service growing customer demand

· Launch of services for top three cable operators in Mexico

· Business expansion into new geographies including UK and Germany

· Continued strong support and revenue expansion from core US cable communications clients.

Outlook:

· Continued broadening and deepening of relationships with core North American cable and Telco clients

· Geographic expansion of online customer acquisition solutions to Europe and Latin America

· Addition of new sectors including solar, home automation

· Addition of custom software development to solution set

· Confident in continued, profitable growth for the year ahead, consistent with market expectations

Jeff Cox, CEO of Digital Globe Services, commented,

"We are delighted to report our maiden full year results as a public company for what has proved to be an exciting year in the Company's growth. During the year we have continued to successfully execute on our three-pillared growth strategy, generating further profitable growth for the business.

"Trading in the current year has started well. While we remain alert to prevailing economic conditions, we are confident in the ability of the Group to continue to grow revenue from the existing clients as well as from expansion into new geographies, verticals and service offerings."

For further information please contact:

Overview of DGS

Founded in 2008 with offices in London, Bermuda, Netherlands, USA and Ireland, DGS is a specialist provider of outsourced online customer acquisition solutions for large, consumer-facing corporations. DGS delivers customers to its clients through optimised paid search, integrated websites and contact centre support, receiving a fee for each customer acquired for its clients.

DGS is seeking to establish itself as the leading international provider of outsourced online customer acquisition services, through its focus on having the premier technology platform for pricing and procuring paid search advertising on a cost effective basis. Paid search refers to the auction process for key search terms that search providers run and in which prospective advertisers, or their agents, compete in order to have their advertising or search results displayed.

By using its optimizing technology platform, dgSmart, and its experience of website management, efficient contact centre operations and other process expertise, DGS is able to bid appropriately and cost effectively for search terms in order to achieve conversion rates that deliver profitable, high quality customers to its clients.

DGS employs approximately 430 staff in Europe, North America and Asia. The Company currently has over 30 direct and indirect client relationships globally, many of which are with companies in the US Fortune 500. In 2012, DGS commenced operations in Canada and Mexico, and is pursuing further growth opportunities in Latin America, Europe, and Asia Pacific. DGS has also recently started providing its customer acquisition services to the electric utility industry and renewable energy sector, and is examining additional opportunities in the insurance, retail banking, and consumer technology sectors.

Chairman and Chief Executive's review

Strategic Report and Outlook

The financial year through June 2013 proved to be an exciting year in the Group's1 growth, including its initial public offering on the AIM Market of the London Stock Exchange ("AIM") on 14 February 2013. In just over four months from our listing through financial year-end at 30 June 2013, the Group achieved significant total returns for our shareholders, including a strong share price performance and the payment of an interim $1.4 million dividend from internally generated cash with a further $0.29M dividend declared with these annual results. From our 14 February 2013 Initial Public Offering ("IPO"), through 30 June 2013 our share price increased 32% compared to a decline of 2% in the FTSE 100. Our market capitalization increased from a February 2013 IPO market value of £47.2 million to a 28 June 2013 market value of £62.2 million.

Our outlook remains strong. Trading in the first two months of fiscal 2014 has been ahead of expectations, and we are confident of our ability to deliver a financial and operational performance in line with market expectations for the balance of the year.

DGS has seen its relationships with its existing Fortune 500 customer base deepen in line with its growth strategy. The Company has continued to focus on its three pillars of growth: expansion within the existing client base, extension into new geographical markets, and entrance into new industry verticals.

1. Expansion within the Existing Client Base. With its existing client base, the Company has grown Year On Year ("YoY") revenues by 28% and has gained market share. Relationships with our principal clients remain strong, the result of our focus on acquiring high quality customers for our partners. We continue to deliver the highest number of products ordered per sale compared to our competitors. This translates into more revenue per month from DGS acquired customers and greater lifetime value for our clients. Our focus on acquiring and delivering high quality customers to our clients is what differentiates us in the market and we believe this focus will continue to propel us ahead of our competition.

The Group will continue to build relationships within the existing customer base. The focus going forward will be to expand our engagement from acquiring residential customers to also acquiring business customers on behalf of our clients. We believe this will provide a growing part of our revenue from our existing clients.

2. Extension into new Geographical Markets. The Company has continued its expansion into Latin and South America with launches in Mexico and a robust pipeline in the region. While the region is not expected to produce significant revenue in the current financial year, as a first entrant into the market, we are optimistic about investing in the region with the expectation of achieving a market leadership position over the longer term.

The Group also launched business development efforts with prospects in Europe with an initial focus on the UK and Germany. The Group expects to launch customers in both countries as well as enter into additional European countries in FY2014. We expect that European expansion will represent a growing part of revenues in FY2014.

[1]"Digital Globe Services, Ltd is referred to as "DGS", "DGSL" and the "Company" variously in this report whereas the "Group" refers to DGS and its subsidiaries.

3. Entrance into New Industry Verticals. In the past year the Group began to enter new verticals including solar power, home security and energy. The Group continues to search for new verticals including expansion of home security to take advantage of the full suite of home automation products and services such as automated and mobile application controlled thermostats, lights, locks and video surveillance. The energy vertical in the US has proven to be more challenging due to the market for deregulated energy being at an early consumer adoption stage. Revenue and expenses were both immaterial and the Company does not expect to expend capital in further developing the energy market in the coming year. As consumers become more aware that they have options for energy beyond the incumbent energy provider, we expect that this line of business will grow.

The Company continues to explore acquisition opportunities to support the three pillars of growth described above.

Product and Service Development

In late FY2013, the Group licensed its dgSMART software and analytics platform to a related party as the first step in commercialising this platform. The Company has also been approached by its existing Fortune 500 customer base to perform custom software platform development leveraging DGS's deep knowledge of buy flows and analytical capabilities. We are optimistic that this will provide for diversification of future profitable revenue streams beyond online digital advertising and we have begun a measured investment into hiring and staffing to meet these two new lines of business. This work also enables DGS to position itself as an innovation partner with its clients.

Business Model

The Group's business model remains principally performance-based, where the Group earns revenue from fee-per-customer arrangements. Group clients pay a fixed commission for each customer that the Group successfully acquires on their behalf. As discussed above, we are in the early stages of launching a line of business to license the dgSMART platform and provide custom software development services. By focusing more attention on developing lines of business that result in recurring revenue streams, we believe it will create a lift in overall enterprise value to the benefit of the shareholders.

Principal Risks and Uncertainties

This announcement contains certain statements that are or may be forward-looking with respect to the financial condition, results or operations and business of the Group. By their nature forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

The Group set out in its AIM Admission Document the principal risks and uncertainties that could impact its performance. These remain largely unchanged since the Admission Document was published. The Group seeks to continually identify, monitor and manage any risks to the business. The principal risks identified are also considered in the 2013 Annual Report which will shortly be made available on the DGS Limited website: www.dgsworld.com

Financial Review

In the financial year ended 30 June 2013, the Group produced revenues of $25.5 million (FY12 $20.0 million) and $4.0 million in adjusted EBITDA (FY12 $3.1M). Reported EBITDA in accordance with US GAAP was $3.4M, reflecting currency losses of $128 thousand and the non-cash charge mandated by US GAAP for the Employee Stock Option Plan of $471 thousand. The Board was pleased to pay an interim dividend of $1.4 million in June 2013 and a financial year-end dividend of $290 thousand has been declared reflecting the generation of cash surplus from the Group. The Company continues to expand its revenue base while containing its costs resulting in continued EBITDA growth. As the Company invests in its European and Latin America expansion, it expects to incur increased capital expenditures and higher operating costs that will be tracked to those operating regions. As these businesses scale revenue, the gross margins should approach levels comparable to the more mature North American business.

The Group used $2.9 million of its approximately $6 million in net proceeds ("net" after banking and advisor fees) from the IPO to retire its debt, a capital investment of $700 thousand in call centre facility and equipment and investments into its Latin American and European expansion.

The single largest capital expense was the build out of our new call centre in Lahore. The new call centre was necessitated by our actual and planned business expansion from our growth in revenues. Based on current projections, this call centre and planned expansion in our Karachi call center in the next quarter will meet our customer growth targets through the end of calendar 2014 after which we may have to invest in additional capacity.

The Group continues to produce strong cash flows and maintained a cash balance of $4 million as of 30 June 2013 permitting it to make planned capital investment in further expansion or for acquisitions to support any of the three pillars of growth.

At the end of FY 2013, the DGS Group undertook a corporate organisation restructuring to de-risk its Group structure by reducing its need for operational expansion in Cyprus. In late March and early April 2013, the Cypriot government announced a seizure of certain bank deposits within the country. The Cypriot economy and financial industry continue to face headwinds. As stated on 27 June 2013, the Group's intermediate Cypriot holding company is in the process of being merged into DGS Worldwide BV. DGS maintained only nominal funds in Cyprus and was not subject to any seizure of any bank deposits. The Group's European and Latin American expansion will be operated through the Dutch company.

Operating Highlights

We operate a diverse, international business spanning the Americas, Asia and Europe. Our drive to keep management layers thin, our executives highly accountable to performance objectives and close to the operations helps to create a Group culture of becoming the number one customer acquisition partner to our clients. As of 30 June 2013, the Group employs approximately 520 persons in the Americas, Asia and Europe in addition to contractors and consultants.

Call Centres. We use our call centres to sell prospects products and services from our clients, unless those prospects complete a purchase exclusively on-line. A significant number of our sales are derived from a prospect calling into a call centre based upon information from websites owned or operated by the Group. During the 2013 financial year 2013, we increased the number of call centre agents by approximately 35%, including both our own employees and those that we outsource to third parties. During financial year 2013 we maintained owned or managed call centres in Canada, Grenada, Pakistan, the Philippines and the United States. Our Group's owned call centres in Lahore and Karachi in Pakistan grew from 230 to over 300 full-time employees. Our Group philosophy is to pay above market rates to our own call centre employees and place an emphasis on performance bonuses. Our retention rate in our Pakistan call centres results in a minimal voluntary employee turnover of approximately 6% per annum; an extraordinary rate in the industry. Retaining call centre employees is valuable given that their ability to sell and service customers increases with their familiarity with the products, services and the increasing ability over time to anticipate and respond to a prospect's questions. In order to maintain our low employee turnover rates, we intend to continue a policy of above market pay and sales incentives. Given the continued outperformance of our Pakistan call centres, we intend to continue to expand our call centre services in Pakistan. To that end, towards the end of financial year 2013, we executed a lease of additional Class A space in Lahore and are expending $700,000 to build-out the new facility with state of the art technology and equipment.

Business Intelligence ("BI"), Analytics and Technology Development ("Tech"). During the financial year 2013, we increased resources in our BI, Analytics and Tech Development Teams. We maintain a staff of resources that build new websites for micro-targeting prospects and for new clients. We have focused on hiring software developers to build the dgSMART platform into a product that could be commercialised in its own right as well as adding in features and functionality for our own business. As we continue to explore the additional revenue streams our demand for software developers will remain high, especially as we work on custom software development with an Agile development approach. Our BI Team continues to excel in its ability to develop and optimise algorithms that generate profitable revenue. We are happy to report that our "Quants" have an understanding of our principal goal of driving profitable revenue and eliminating activity that does not create profitable revenue.

Summary & Outlook

In the coming year we look forward to aggressively pursuing our three pillars of growth in expanding within the existing client base extending our business into new geographies and entering new verticals together with developing our nascent custom platform development business to explore and develop recurring revenue streams. While the 2014 financial year may see challenges from key customers or new markets, we are confident in the ability of the Group to continue to grow revenues from the existing clients as well as from expansion into new geographies, verticals and service offerings.

We would like to acknowledge the significant contributions of our employees, management and Board. We are privileged to collaborate with and manage a group of professionals who are committed to meeting stretch goals in the dynamic online environment. Our Board is one that is a model for combining different skill sets of senior executives to expand managements' view of the market and the art of the possible. As ever, we are grateful to our stakeholders for their continued support to our business and because of our employees, management and Board contributions, we are optimistic about our ability to continue to grow value for our stakeholders during financial year 2014.

8 September 2013

Zia Chishti Jeff Cox

Chairman of the Board Chief Executive Officer

FINANCIAL STATEMENTS

Consolidated Statement of Income

Year Ended 30 June, 2013

Consolidated Balance Sheet

30 June 2013

Consolidated Statement of Member's/Stockholders' Equity

For the year ended 30 June 2013

Note: Additional paid in capital of $7,994,142 relates entirely to the issue of new common stock upon listing.

Consolidated Statement of Cash Flow

Year Ended 30 June, 2013

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

30 June 2013

(1) Nature of Business -Group and its operations

Digital Globe Services, Ltd (DGSL or the Holding Company) was incorporated in Bermuda on 9 November 2012 and admitted to the Alternative Investment Market (AIM) of the London Stock Exchange on 14 February 2013. The registered office of DGSL is located at 4th Floor, 86-90 Paul Street London EC2A 4NE. DGSL serves as a holding company for a global portfolio of companies in the internet based advertising and related technology business. DGSL has subsidiaries in the United States, Cyprus, Netherlands, Ireland and Pakistan. DGSL also owns and maintains the intellectual property (technology, brand name) associated with the business. "The Group" refers to DGSL and its subsidiaries.

The Group is comprised of the Holding Company and following subsidiaries:

Digital Globe Services, Inc. (DGS, Inc.) - US

Digital Globe Services, LLC was formed on 23 May 2008 as a Delaware (US) based entity and subsequently converted to a corporation (DGS, Inc.) in February, 2011. The company provides a flexible and robust technology platform that enables digital directed marketing support to a variety of clients in the US. The company's major focus has been in the cable industry. The company manages web sales portals for clients in the US and drives consumer visits to these channels through internet based advertising. DGS, Inc. was previously owned by TRG Holdings, LLC (a US based subsidiary of TRGIL). As part of a group reorganisation, TRG Holdings, LLC sold its ownership in DGS, Inc. to TRGIL on 1 December 2012 for a consideration of $127,400. TRGIL transferred the shares in DGS, Inc. to DGSL in exchange for shares of the same value in DGSL. DGSL further transferred those shares to DGSML in exchange for shares in DGSML. Assets and liabilities of DGS, Inc. were recognised in the consolidated financial statements at their carrying values (at the date of transfer) as the exchange took place between entities under common control.

Telsat Online, Inc. (Telsat) - US

Telsat Online, LLC was formed by DGS, Inc. in October 2010 as a Delaware (US) based entity. Effective February, 2011, Telsat Online, LLC was converted in to a corporation (Telsat Online, Inc.). Telsat provides the same services as DGS,Inc. to non-cable customers. As part of the Group reorganisation, DGS, Inc. sold its ownership in Telsat to TRGIL on 30 November 2012 for a consideration of $2,600. TRGIL transferred the shares in Telsat to DGSL in exchange for shares of the same value in DGSL. DGSL further transferred those shares to DGSML in exchange for shares in DGSML. Assets and liabilities of Telsat were recognised in the consolidated financial statements at their carrying values (at the date of transfer) as the exchange took place between entities under common control.

DGS Worldwide Marketing Limited (DGSML) - Cyprus

DGSML was incorporated by DGSL in November, 2012. DGSML is engaged in global marketing of DGS, Inc. DGSML also procures call centre and other back office services for DGS, Inc. under a global services agreement. The operations of DGSML were closed on 26 June 2013 and transferred to DGS BV.

DGS (Pvt.) Limited (DGSPL) - Pakistan

DGSPL was incorporated by DGSL in November 2012. DGSPL provides call centre and other back office services to DGSML under a global services agreement. After the incorporation of DGSPL, all the employees who were in service agreement with TRG (Private) Limited (an associated company at that time) and working on DGS, Inc. business were employed by DGSPL on 1 December 2012.

DGS Worldwide BV (DGSBV) - Netherlands

DGSBV was incorporated by DGSL in June, 2013. DGSBV is engaged in global marketing of DGS, Inc. DGSBV also procures call centre and other back office services for DGS, Inc. under a global services agreement.

DGS Tech, Limited (DGSTL) - Ireland

DGSTL was incorporated by DGSL in June, 2013. DGSTL is engaged in tech services of DGS, Inc. DGSTL also procures other back office services for DGS, Inc. under a global services agreement.

(2) Summary of Significant Accounting Policies

a) Basis of Presentation

 The accompanying financial statements of the Group have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP).

b) Principles of Consolidation

The consolidated financial statements include the financials of DGSL and its subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. As the business combination on 1 December 2013 occurred between entities under common control, the audited consolidated financial statements retrospectively combine the entities for all periods presented (at carrying values) as if the combination had been in effect since inception of common control. The consolidated financial statements report results of operations for the period in which the transfer occurred as though the transfer had occurred at the beginning of the period. Similarly, the consolidated financial statements present the balance sheet and other financial information as of the beginning of the period as though the assets and liabilities had been transferred at their carrying values at that date. Financial statements and financial information presented for the prior period is also retrospectively adjusted to furnish comparative information.

c) Cash and Cash Equivalents

The Group maintains bank balances, which, at times, may exceed federally insured limits. Balances are monitored and during the year ended 30 June 2013, there were no instances in which this limit was breached.

Cash and cash equivalents include cash in hand and cash at bank with original maturities of less than three months or available on demand.

d) Accounts Receivable

Accounts receivable are carried at original invoice amount based upon the installation reports issued by the Group's clients as part of the revenue recognition process. Credit is extended to customers based on an evaluation of a customer's financial condition; collateral has not been required to date. Accounts receivable are generally payable within one month of installment by the customer. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Management estimates, where applicable, an allowance for doubtful accounts, which adjusts gross trade accounts receivable to its net realisable value. Judgements are made by the Group based on historical trends and future expectations.

The Group writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. The Group does not generally charge interest on past due receivables. Management has determined that no allowance for doubtful accounts is necessary at 30 June 2013.

e) Accounts Receivable Factoring Agreement

In May 2012, DGS, Inc. entered into a receivables factoring agreement on a recourse basis whereby all accounts receivable were to be factored, transferred and assigned. The agreement is automatically extended annually. DGS, Inc. received 80 per cent. of the face value of the billed accounts and 80 per cent. of the estimated gross unbilled accounts. Additionally, the accounts were discounted, and deducted from the face value of each account upon collection. The maximum outstanding balance assigned cannot exceed $4,000,000. The interest rates charged vary from 1.75 per cent. (30 days) to 5.25 per cent. (90 days). If the customer does not pay within 90 days then DGS, Inc. is liable to pay to the factoring bank. DGS, Inc. accounts for the accounts receivable factoring agreement as secured borrowing each time an accounts receivable is factored. During the month of April 2013, this factoring arrangement was terminated with the factoring institute and hence nothing is payable to such factoring institute. Since this time, all receivables are collected directly by the Company.

f) Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight‑line method based on the estimated useful lives of the assets. The estimated useful lives are three years for computer equipment while this is 5 years for furniture and fixtures.

Expenditure for maintenance, repairs and improvements that do not prolong the useful life of an asset are charged to operations as incurred. Additions and improvements that substantially extend the useful life of the asset are capitalised.

Upon sale or other disposition of assets, the cost and related accumulated depreciation and amortisation are removed from the respective accounts, and the resulting gain or loss, if any, is included in the consolidated statement of operations.

The Group evaluates the impairment of property and equipment in accordance with ASC 360, "Property, Plant and Equipment". ASC 360 states that an impairment of long-lived assets has occurred whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured based on net, undiscounted expected cash flows. Assets are considered to be impaired if the net, undiscounted expected cash flows are less than the carrying amount of the assets. Impairment charges are recorded based upon the difference between the carrying value and the fair value of the asset. Based on the assessment of impairment indicators for long-lived assets, the Group did not record any impairment on long-lived assets during the years ended 30 June 2013 and 2012.

g) Intangible Assets

Intangible assets are stated at cost less accumulated amortisation and impairment in value, if any, and amortised on a straight-line basis over their useful lives. Intangible assets relate to the purchase of a BPO Suite Enterprise Call Centre Management System and the services associated therewith. The licences associated have been capitalised and will be amortised over the useful economic life of the licenses.

h) Goodwill

DGS, Inc.'s goodwill was recorded as a result of a business combination that occurred in prior years. Goodwill is initially recognised as an asset at cost and subsequently measured at cost less impairment in value, if any. The Group tests its recorded goodwill for impairment on an annual basis, or more often if indicators of potential impairment exist, by determining if the carrying value of each reporting unit exceeds its estimated fair value. During the year ended 30 June 2013 and 30 June 2012, the Group performed an impairment test, in accordance with ASC 350, "Intangibles - Goodwill and Other" and determined that no impairment of goodwill existed. Goodwill is considered to be impaired if it is determined that the carrying amount of the net assets of the reporting unit exceeds its fair value.

i) Use of Estimates and Judgments

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Although management believes its estimates, assumptions and judgments are reasonable, they are based upon information presently available. Due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Significant estimates include the chargebacks and cancellation rates used in recording receivables and recognizing revenue.

j) Stock Options

The Company accounts for stock based compensation under ASC 718, "Compensation - Stock Compensation" ("ASC 718"). ASC 718 requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. The company uses the Black-Scholes Option Pricing Model to determine the fair value of the stock options. The expense for the options is recognised on a straight line basis over the requisite service period.

k) Income Taxes

DGS, Inc. and Telsat were part of a US consolidated tax group until 30 November 2012. Accordingly, income taxes payable to/refundable from the tax authority was recognised by TRG Holdings, LLC (Parent company until 30 November 2013), who was the taxpayer for income tax purposes.

On 29 November 2012, intellectual property (Technology and Brand name) in DGS, Inc. and Telsat was sold to TRGIL at a fair value of $12.9m. Under the US GAAP rules for common control accounting, this gain was not recognised in the financial statements. For US tax purposes, taxable income of $12.9m was recognised (being the difference between nil carrying value and fair market value) resulting in a current tax expense of $4.8m on this transaction. This current tax expense has been offset by net operating losses available within the consolidated tax group which has resulted in a contribution from the parent company (TRG Holding, LLC).

Subsequent to 30 November 2012 DGS, Inc. and Telsat were no longer part of the US consolidated tax group. As a result of corporate reorganisation, DGS, Inc. and Telsat are required to file their separate tax returns in the US with effect from 1 December 2012. DGSML files its tax returns in Cyprus on a calendar year basis. DGSPL files its tax return in Pakistan on a fiscal year basis.

The Group recognises deferred tax assets on deductible temporary differences and deferred tax liabilities on taxable temporary differences. Temporary differences are the differences between the reported amount of assets and liabilities and their tax bases. As those differences reverse, they enter into the determination of future taxable income included on the tax return. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realised. Deferred tax assets and liabilities are measured using the enacted tax rates that will apply to taxable income in the periods the deferred tax item is expected to be settled or realised.

Taxable temporary difference relates primarily to amortisation of goodwill and depreciation, whereas deductible temporary difference relates to net operating losses.

The Group recognises the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognised in the financial statements in the largest benefit that has a greater than 50 per cent. likelihood of being realised upon ultimate settlement with the relevant tax authority. Increases or decreases to the unrecognised tax benefits could result from management's belief that a position can or cannot be sustained upon examination based on subsequent information or potential lapse of the applicable statute of limitation for certain tax positions.

The Group may, from time to time, be assessed interest or penalties by major tax jurisdictions. In the event the Group receives an assessment of interest and/or penalties, the interest would be classified as interest expense while the penalties would be classified as operating expense.

Management evaluated the Group's tax positions and concluded that the Group had taken no uncertain tax positions that require adjustment to the consolidated financial statements. The Group is no longer subject to income tax examination by the US federal, state of Denver, Colorado or local tax authorities for years before 2008.

l) Earnings per Share

Basic earnings per share is computed using the number of common shares outstanding during the period. Diluted earnings per share is computed using the number of common and potentially dilutive shares outstanding during the period. Potentially dilutive shares consist of the incremental common shares issuable upon conversion of the exercise of common stock options and warrants. Potentially dilutive shares are excluded from the computation if their effect is antidilutive. The prior year calculation of earnings per share has been computed on a proforma basis, for the purpose of consistency.

m) Foreign Currency Transactions and translation

The functional currency of the Group is the U.S. dollar. Assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of transaction. Net gains and losses resulting from foreign exchange transactions are included in the Statement of Income. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included as part of the accumulated other comprehensive loss component of Stockholders' Equity.

n) Long-Lived Assets

Long-lived assets, other than goodwill, are evaluated for impairment when events or changes in the business circumstances indicate that the carrying amount of the assets may not be fully recoverable through projected undiscounted future operating cash flows or appraised values. The Group concluded that there was no impairment of long-lived assets for the year ended 30 June 2013 and 30 June 2012.

o) Fair Value Measurements

The carrying value of cash, accounts receivable, accounts payable and accrued expenses approximates to their fair value due to the relatively short-term nature of these financial instruments.

p) Recent Accounting Pronouncement

In December 2011, the FASB issued ASU 2011-11 in relation to disclosures about offsetting assets and liabilities. This is effective for fiscal years beginning on or after 1 January 2013.

In December 2011, the FASB issued ASU 2011-12 in relation to comprehensive income and the deferral of the effective date for amendment to the presentation of reclassification of items out of accumulated other comprehensive income in accounting standards. This is effective for public entities for fiscal years beginning after 15 December 2011.

In December 2011, the FASB issued ASU 2012-02 to amend and simplify the rules related to testing goodwill for impairment. The revised guidance allows an entity to make an initial qualitative evaluation, based on the entity's events and circumstances, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The results of this qualitative assessment determine whether it is necessary to perform the currently required two-step impairment test. This is effective for annual and goodwill impairment tests performed for fiscal years beginning after 15 September 2012.

The adoption of these standards does not have a material effect on the Group's audited consolidated financial statements.

q) Revenue Recognition

Third party revenue is reconised from two Group companies, DGS, Inc. and TelsatOnline. Revenue is recognised based on actual monthly installations and activation of cable services ordered through DGS, Inc. at the end-customers' home address. Once an order is placed through DGS, Inc., DGS, Inc. transfers the order to the client for activation and installation. The client then schedules the service to be activated at the end-customers' address, and once successfully activated, the data is entered into the client database, which results in the payable to DGS, Inc. On a monthly basis, each client reconciles their internal database for all ordered services and determines which activations are deemed payable for

that month and sent to DGS, Inc. via monthly payment file. This may include activations from prior months, but are deemed payable after reconciliation. Revenue is then recorded based on the total number of installations recognised in a given month, multiplied by the commission rate as stated in the agreement with the client. Total installations are reported to DGS, Inc. via monthly payment files detailing total installations and total commission value based on final product mix within the month. The payment files provide exact payment information on total commissions earned by DGS, Inc. net of chargebacks and cancellations.

The only other revenue is in relation to IP royalty income received through the Bermudan company and is eliminated on consolidation.

r) Search Engine and Lead Generation Expenses

The Group's most significant operating costs are the click through fees associated with bidding on key words or phrases with various internet search engines. The most significant vendor used by DGS, Inc. is Google Inc. ("Google"), which accounted for approximately 92 per cent. (2012: 78 per cent) of the click through fees for twelve months ended 30 June 2013. These expenses are recognised on an accruals basis based on the number of click-throughs for the period. The fees charged by the Search Engines vary depending on day and time but typically range from $1.00 to $3.00 per click. Although DGS, Inc. has entered into service agreements with various Internet search engines, these agreements do not require either party to make a long‑term commitment and can be terminated at any time. Google's

expenses totalled $9,195,199 for the year 2013 which represents 36 per cent. of total cost of revenue (2012: $ 7,793,057 - 60 per cent. of total cost of revenue).

DGS, Inc. utilises sub-affiliates to assist in developing additional profitable leads for additional volume with the Group's main clients. These third party affiliates run their own marketing campaigns and send their leads to the Group's call centres whereby the Group closes the sale and sends the lead to its clients. Compensation for sub-affiliate leads varies by partner, but typically they are paid a bounty per lead, which, when converted by DGS, Inc. generates a bounty by the company's clients. Group spent $1,019,550 in lead generation in 2013 or 4 per cent. of cost of revenue (2012: $1,673,966 or 13 per cent. of cost of revenue).

s) General and Administrative Costs

The Group utilised the resources of TRG Holdings LLC (TRG) to enable its business model up to November 2012. For the reporting period, TRG provided global infrastructure (telephony), rent, data centre support and other corporate overhead. The costs for these services are shared across the portfolio companies of TRG based on percentage of total revenue and invoiced each month via a Global Services Invoice (GS Invoice). For the five month period, TRG invoiced DGS, Inc. $917,317 or 11 per cent. of total Selling, General and Administrative Expenses. From December 2012, all such cost are incurred by DGS (Pvt.) Limited - Pakistan and charged to DGS Worldwide Marketing Limited - Cyprus through an intercompany invoicing model.

t) Segment Reporting

The Board of Directors believe there is only one operating segment; online customer acquisition. Although there are operations and entities in various geographies, these serve to ensure the end users have availability of call centre support covering all time zones and multiple languages. The information is disseminated to the relevant management personnel on a monthly basis and is reviewed as an entire Group.

(3) Cash and Cash Equivalents

The group has foreign cash and cash equivalent currency balances of $652,816 (2012: nil).

(4) Property and Equipment

Depreciation for the years ended 30 June 2013 and 2012 amounted to approximately $78,207 and $20,465 respectively.

During the year, DGSPL commenced work on a new site in Lahore, including building and fit out. Capital work in progress incurred as of 30 June 2013 was $128,271.

(5) Intangibles

Intangibles consist of the following at 30 June 2013:

(6) Income Taxes

The tax provision consists of the following:

DGS, Inc. (including its wholly owned subsidiary Telsat online, Inc.) was wholly owned by TRG Holdings, LLC until 30 November 2012. Accordingly, income taxes payable to (refundable from) the tax authority was recognized by TRG Holdings, LLC, who was the taxpayer for income tax purposes. On 29 November 2012, DGS and Telsat sold their intellectual property (Technology and Brand name) to TRGI at a fair value of US$12.9m. For US tax purposes, taxable income of US$12.9m was recognised resulting in a current tax expense of US$4.8M on this transaction. This current tax expense resulted in a deemed contribution from the parent company (TRG Holding, LLC). As a part of group re-organisation, DGS, Inc. and Telsat left the US consolidated tax group on 30 November 2012 and started filing separate tax return in the US beginning 1 December 2012. Other entities in the Group file standalone tax returns in their respective jurisdictions.

The U.S. tax provision calculations include DGS, Inc. and Telsat Online, Inc. Additionally, included in the provision is DGSML. DGSPL is exempt from corporate income tax under Pakistan's tax laws, being an exporter of IT enabled services. DGSL, Bermuda (Holding company) is not subject to any income tax as there is no corporate income tax in Bermuda. DGSL became a UK tax resident on 26 June 2013, however, there was no trading activity in DGSL between 26 June 2013 and 30 June 2013. Accordingly, there is no UK income tax provision for the year ended 30 June 2013. DGSL will start filing its tax return in the UK beginning 26 June 2013.

The Group recognises deferred tax assets on deductible temporary differences and deferred tax liabilities on taxable temporary differences. Temporary differences are the differences between the reported amount of assets and liabilities and their tax bases. As those differences reverse, they enter into the determination of future taxable income included on the tax return. Deferred tax assets are not recognised to the extent, that in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realised.

Deferred tax assets and liabilities are measured using the enacted tax rates that will apply to taxable income in the periods the deferred tax item is expected to be settled or realised. Management has evaluated the Group's tax positions and concluded that the Group had taken no uncertain tax positions that require adjustment to the consolidated financial statements. The Group recognises interest and penalties related to uncertain tax positions in income tax expense.

As of 30 June 2013, the Group had no provision for interest or penalties related to uncertain tax positions. The years 2009-2012 are open to examination by the tax authorities.

The following shows the nature and components of Group's deferred tax asset and liabilities:

At 30 June 2013, the Group's U.S. federal and state net operating loss carry forward for income tax purposes is $0.6 million (2012: Nil) which will begin to expire in 2033. These amounts are based on the income tax returns filed for the year ended 30 June 2012 and estimated amounts for the year ended 30 June 2013.

The income tax provision differs from the amount of income tax determined by applying the statutory tax rate to pretax income, due to the following:

(7) Major Customers and Credit Risk

Financial instruments which potentially expose the Group to concentration of credit risk consist primarily of cash, accounts receivable and accounts payable. The Group's cash is held with US commercial banks.

The following table summarises those non-related party customers with revenue or accounts receivable in excess of 5 per cent. of total revenue or total receivables for the twelve months ended 30 June 2013 and 30 June 2012.

(8) Related Party Transactions

The Group has service agreements for call centre and administrative services with subsidiaries of TRG. These agreements are in effect until terminated by either party and specify payments based on services performed. Expenses incurred for the year ended 30 June 2013, under these service agreements totaled $1,895,016 (2012: $4,286,335) which is included in call centre costs, communication expense and selling, general and administrative costs in the accompanying consolidated statements of income. The total net amounts due to these subsidiaries totaled $112,422 at 30 June 2013, (2012: $200,085) which is included under liabilities as related‑party payables, on the accompanying balance sheet. The total amount due from these subsidiaries totaled $14,519 at 30 June 2013 (2012: $11,427).

(9) Employee Benefit Plan

DGS, Inc.'s employees are eligible to participate in TRG's 401(k) plan. DGS, Inc. may also make matching contributions, at management's discretion. For the years ended 30 June 2013 and 30 June 2012, employer matching contributions totaled approximately $5,327 and $7,564 respectively.

(10) Employment Agreements

The Group has entered into various employment agreements with its key employees. Under the terms of the agreements, base salary and bonus and, if applicable, commission arrangements are detailed and agreed upon. The agreements end upon termination of employment. Bonuses and commissions paid during the years ended 30 June 2013 and 30 June 2012 totalled approximately $674,734 and $211,299 respectively.

(11) DGSL Stock Options Plan

DGSL maintains a Stock Option Plan, which authorises the granting of stock options to employees of the Group. Under the plan, the exercise price of each option equals the price per share that an external investor pays for its investment into DGSL.

The amount recognised as compensation cost in the statement of income for the year ended 30 June 2013 is $470,565 (2012: $ Nil).

The options have a maximum contractual term of no longer than ten years from their date of grant and become exercisable with respect to one-fourth of the shares on the 20 January 2013 of the grant date and with respect to 25 per cent. of the shares initially granted on 1 April 2013 and thereafter 2.08 per cent on monthly basis over three years, unless otherwise noted in the agreement. No options were granted in the years ended 30 June 2012. No options have been exercised as of 30 June 2012 and 2013.

Eligibility

Options may be granted under the DGSL Stock Plan 2013 at the discretion of the board of DGSL or a committee of the board of DGSL to employees and directors.

Scheme limit

The number of grants that may be made pursuant to the DGSL Stock Plan 2013 are limited in the aggregate to 2,645,567 Ordinary Shares of DGSL.

Grant of options

Options may be granted at any time, at the discretion of the board of DGSL or a committee of the board of DGSL provided that the grant of such DGSL Option would not breach the terms of any share dealing or corporate governance code adopted by the DGSL or the AIM Rules

from time to time or applicable or regulation, or exceed the number of shares authorised and reserved for the DGSL Stock Plan 2013.

Amendment and Termination

The DGSL Stock Plan 2013 may be altered or terminated at any time, save that a termination or amendment which materially and adversely affects or impairs the rights of subsisting Option holders shall not be made unless the Option holder consents.

Change of Control

In the event of a change of control of DGSL, the administrator of the DGSL Stock Plan has discretion as to how such options are determined.

During the year ended 30 June 2013, 1,861,164 share options were granted to employees of DGSL. The exercise price of option granted during the year to non-executive directors was $0.01 and to all other employees was $2.34. The options have a maximum contractual term of no longer than ten years from their date of grant and vest and become exercisable over a maximum period of 36 months in accordance with terms of the grant agreement. No options have been exercised as at 30 June 2013.

The Company estimates the fair value of its stock options on the date of the grant using the Black Scholes option pricing method, which requires the use of certain estimates and assumptions that affect the reported amount of share based compensation cost recognised in the profit and loss. These include estimates of the expected term of stock options, expected volatility of the Holding Company's shares, expected dividends and the risk-free interest rate.

(a) Expected term

The expected term of options granted during the year ended 30 June 2013 is three years. In estimating the expected term, the Company applied the "simplified method," which assumes all options will be exercised midway between the vesting date and the contractual term of the option.

(b) Volatility

As the DGSL was recently listed on AIM, estimated volatility was derived by calculating the average historical volatility of certain comparable public companies in the call centre / business process outsourcing sector over the expected term of the options. Management used a volatility of 9.44 per cent for grant calculations for the years ended 30 June 2013.

(c) Expected dividends

The expected dividend yield is 2.469 % per cent.

(d) Risk-free rate

The risk free rate is the continuously compounded United States nominal treasury rate corresponding to the term of the option. The risk free rate used for options granted during the years ended 30 June 2013 1.835 per cent.

Notes to Consolidated Financial Statements

30 June 2013

The weighted average grant date fair value of stock options granted during the year ended 30 June 2013 is $0.3134. The amount recognised as share-based payment expense pertaining to this plan for the year ended June 30, 2013 was $470,565.

(12) Operating Lease Commitments

The Company leases facilities under non-cancelable operating leases unless terminated by either party. Rent expense is recognised on a straight‑line basis over the life of the related lease term. Future minimum lease payments under operating leases for years ending subsequent to 30 June 2013 are as follows:

For the years ended 30 June 2013 and 30 June 2012, operating lease expenses (rent expenses) totaled approximately $113,079 and $nil respectively.

(13) Commitment and Contingencies

The Company and its subsidiaries are subject to lawsuits and claims filed in the normal course of business. Management does not believe that the outcome of any of the proceedings will have a material adverse effect on the Group's business results of operations, liquidity or financial condition. As of 30 June 2013, the Group has no open lawsuit.

During the year, DGSPL commenced work on a new site in Lahore with a budget of approximately $700,000. With respect to this project, capital work in progress incurred as of 30 June 2013 is $128,271 while balancing amount is committed to pay against this project with various service providers.

(14) Extraordinary Items

During the year ended 30 June 2013, the Group incurred various legal and consultancy expenses for the purpose of its application for admission to the AIM market of the London Stock Exchange. For this purpose, the Group has incurred expenses in respect of non-contingent legal and professional fees. These expenses are not regular operational expenses of the Group.

(15) Public Offering of Company Stock

The holders of the Series A Preference Shares were entitled to a cumulative annual dividend equal to 8 per cent. of the Series A Liquidation Preference payable in cash. The holders of the Series B Preference Shares were entitled to such dividends as the Board may from time to time declare in pari passu with the holders of Common Shares. As such, the Preference shares constituted a compound instrument, as there are elements of both debt and equity. Given the immaterial nature of the debt element of the Series A Preference shares and the rights attached to the Series B Preference shares being discretionary, these have been treated as equity in their entirety.

On Admission to the Alternative Investment Market (AIM) of the London Stock Exchange on 14 February 2013, the series A preference shares and the series B preference shares were converted into Common Shares on a 1:1 basis.

The Company incurred costs in the issuance of these shares of approximately $1,889,000 of which $1,386,546 was taken to equity and $344,117 was expensed in the consolidated statement income. The Company received net proceeds of approximately $8,000,000.

(16) Subsequent Events

Following the corporate restructuring for tax purposes, undertaken on 26 June 2013, the IP held by DGSL was hived down to DGSTL (which now licenses the IP to DGSBV). This ensures that the Group retains an optimal tax structure going forward.

The Group evaluated subsequent events through to 8th September 2013 the date of financial statements were available to be issued, and no event has occurred which require further disclosure.