Directors Report of DB (International) Stock Brokers Ltd.

Mar 31, 2024

The Board of Directors presents this Thirty-Second (32^nd) Integrated Annual Report of DB (International) Stock Brokers Limited ("the Company" or "DB") on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

During the year under review, the Financial Results of the Company are as follows:

(? in Lacs)
Particulars	Consolidated		Standalone
Particulars	Year ended 31^st March, 2024	Year ended 31^st March, 2023	Year ended 31^st March, 2024	Year ended 31^st March, 2023
(A) Total Income	4825.70	2942.15	4725.56	2785.69
(B) Finance Costs	233.52	75.39	228.99	70.53
(C) Fees and Commission Expenses	15.54	7.86	15.54	7.86
(D) Total Net Income (D=A-BC)	4576.64	2858.90	4481.03	2707.30
(E) Operating Expenses	2265.61	1303.42	2227.88	1214.19
(F) Earnings Before Depreciation, Amortisation and Tax (F=D-E)	2311.03	1555.48	2253.15	1493.11
(G) Depreciation, Amortisation and Impairment	204.19	111.92	198.98	107.81
(H) Profit Before Tax (H=F-G)	2106.84	1443.56	2054.17	1385.30
(I) Total Income Tax Expense	264.06	232.51	264.08	232.53
(J) Profit For The Year	1842.78	1211.05	1790.09	1152.77

From Continuing Operations (J=H-I)
(K) Loss After Tax From Discontinued Operations	0.00	0.00	0.00	0.00
(L) Profit For The Year (L=J-K)	1842.78	1211.05	1790.09	1152.77
(M) Basic EPS (?)	2.59	1.82	2.47	1.69
(N) Diluted EPS (?)	2.59	1.82	2.47	1.69
(O) Opening Balance of Retained Earnings	3924.24	3303.27	3756.76	3181.43
(P) Closing Balance of Retained Earnings	4831.17	3924.24	4623.30	3756.76

REVIEW OF OPERATIONS

We are pleased to present a comprehensive overview of our financial performance for the financial year 2023-24. This year has been marked by substantial growth and improvement across various key metrics, reflecting our commitment to delivering value to our members and strengthening our market position.

Revenue Growth: We have achieved remarkable revenue growth during the year. Our consolidated total income surged to ?4825.70 lakhs, up from ?2942.15 lakhs in the previous fiscal year, representing a robust increase of 64.3%. On a standalone basis, our total income rose to ?4725.56 lakhs from ?2785.69 lakhs, reflecting an impressive growth of 69.7%. This notable growth underscores our successful expansion efforts and effective market strategies.

Profitability Improvement: Our profitability metrics have also shown significant improvement. The consolidated net income for the year increased to ?4576.64 lakhs, up from ?2858.90 lakhs, marking a substantial rise of 60.0%. Standalone net income rose to ?4481.03 lakhs from ?2707.30 lakhs, up by 65.1%. Additionally, our consolidated profit before tax grew to ?2106.84 lakhs from ?1443.56 lakhs, an uplift of 46.0%. Similarly, standalone profit before tax increased to ?2054.17 lakhs from ?1385.30 lakhs, a rise of 48.4%.

Earnings Growth: The earnings for the year reflect our strong operational performance. The consolidated profit for the year increased to ?1842.78 lakhs from ?1211.05 lakhs, showing a growth of 52.1%. On a standalone basis, profit for the year rose to ?1790.09 lakhs from ?1152.77 lakhs, up by 55.3%.

Earnings Per Share (EPS): Our earnings per share have demonstrated substantial growth. The basic EPS improved to ?2.59 from ?1.82 (consolidated) and to ?2.47 from ?1.69 (standalone). The diluted EPS followed the same positive trend, increasing to ?2.59 from ?1.82 (consolidated) and to ?2.47 from ?1.69 (standalone).

The year has seen impressive income and profit growth, underscoring significant improvements in our operational performance and market standing. Despite an increase in finance and operating costs, our income and profit growth outpaced these rises, demonstrating effective cost

management. The growth in EPS and retained earnings highlights our ongoing commitment to enhancing member value and investing in future growth.

In conclusion, the financial performance for FY 2023-24 has shown substantial improvements across key metrics. Our enhanced income, profit, and EPS reflect our effective management and strategic growth initiatives. We are confident that these achievements position us strongly for future opportunities and continued success.

The statement containing an extract of the subsidiary''s financial statement is provided on the corporate website at www.dbonline.in

2. STATE OF COMPANY''S AFFAIRS AND CHANGE IN NATURE OF BUSINESS

The Company recorded total revenue of ^4,725.56 lakhs for the financial year ended March 31, 2024, compared to ^2,785.69 lakhs in the previous year. Net profit before tax for the year amounted to ^1,128.46 lakhs, an increase from ^824.80 lakhs in the prior year.

The Company has engaged in the business of Stock Broking. There has been no change in the business of the Company during the financial year ending 31st March, 2024.

3. DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors has not recommended any dividend for the Financial Year ended on 31^stMarch, 2024. The Board deemed it financially prudent to re-invest the profits into the Company''s business, aiming to strengthen the strong reserve base and facilitate business growth.

The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31^st March 2024.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had not transferred any amount/shares to the IEPF.

The Company has appointed Mr. Sanjeev Kumar Rawal, Chief Financial Officer (CFO) as the Nodal Officer for coordination with the IEPF Authority. Details of the Nodal Officer are available on the website of the Company at www.dbonline.in.

5. CAPITAL STRUCTURE

Authorized Share Capital

The Authorized Share Capital of the Company as of the date 31^st March 2024 remains unchanged at ? 10,00,00,000 (Rupees Ten Crore Only) equity share capital divided into 5,00,00,000 Equity Shares of ? 2 each.

Paid up Share Capital

The Paid-up share capital as of 31^st March 2024 stands at ? 7,00,00,000/- (Rupees Seven Crore Only) comprising 3,50,00,000 equity shares of ? 2/- each fully paid up.

6. DEPOSITS

During the Financial Year 2023-24, the Company has not invited or accepted any deposits from the public/ members under the provisions of Sections 73 and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred

from the end of the Financial Year to which these Financial Statements relates till the date of this report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has one wholly owned Subsidiary Company in the name of Daga Business (International) Stock Brokers (IFSC) Private Limited. Pursuant to the provisions of Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC-1 is annexed herewith in " Annexure -IX" to this Report.

Further, the Company does not have any Joint Venture or Associate Companies during the Financial Year and till the date of this report.

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

The particulars of conservation of energy, technology absorption, and Foreign exchange earnings and outgo are as under:

1) Conservation of energy: Information on Conservation of energy as prescribed under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company and hence no annexure forms part of this report.

2) Technology absorption: The management stays updated on industry advancements and has adopted accounting systems, compliance management tools etc.

3) Foreign exchange earnings and outgo for the Financial Year 2023-24: Nil10. RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report as per "Annexure-I" to this Report.

11. CORPORATE GOVERNANCE

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a detailed Report on Corporate Governance is included in the Annual Report as "Annexure-V".

Compliance Certificate pursuant to Regulation 34 of the Listing Regulations certified by M/s. Surya Gupta & Associates, Practicing Company Secretaries is annexed with this Annual report as "Annexure-VI".

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the Financial Year 2023 -24, the provisions of Section 135 of the Act applied to the Company accordingly, the Company during has spent over two percent of the average net profits of your Company during the three preceding financial years i.e. ? 15,00,000 (Rupees Fifteen Lakhs Only) towards CSR activities.

Your Company has undertaken CSR activities with the objectives as follows:

â¢ to provide free, wholesome meals to underserved patients and their attendants in government hospitals together with Hare Krishna Movement.

â¢ Towards Upliftment of Tribal Communities all across India, several categories together with Vanvasi Kalyaan Aashram.

â¢ To serve stray, abandoned cows, bulls, retired oxen, and orphaned calves and to provide them fresh grass, clean water, medical treatment, and a shelter where they can recover from injuries and stay peacefully together with Shri Jadkhor Gaudham.

The CSR policy is available at https://www.dbonline.in/ Admin/ Pdf/ Corporate Social Responsibility/DB CSR Policy.pdf.

The Annual Report on our CSR activities is annexed as "Annexure II".

In terms of Section 135 of the Act read with Rules and in accordance with the CSR Policy and the Annual Action Plan.

13. LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2023-24, the Company has not granted any loans, given any guarantee, or provided any security in connection with a loan to a person or body corporate or made investments within the meaning of Section 186 of the Act.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of the business as stated in the Financial Statements. In terms of the Act, there were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel and its wholly owned subsidiary companies, or other designated persons, which may have a potential conflict with the interest of the Company at large.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

The Company''s Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company and can be accessed through the link:

https://www.dbonline.in/Admin/Pdf/1518223656POLICY FOR DETERMINATION OF MATERIALI TY OF EVENTS%2028072023.pdf

Disclosure pursuant to Regulation 34(3) and Schedule V of Listing Regulations are Not Applicable during the period under review.

15. STATUTORY AUDITORS

Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Act read with the Companies (Audit and Auditors) Rules, 2014, along with Listing Regulations as amended from time to time including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force and pursuant to the recommendation and approval of the Audit Committee and the proposal as approved by the Board of Directors in their Board Meeting held on 28^th July, 2023 and the members of the Company in the 31^st AGM held on 29^thSeptember 2023, had approved the appointment of M/s. ATK & Associates, Chartered Accountants (FRN: 018918C) as Statutory Auditors of the Company with effect from 28^th July 2023 till the conclusion of the 36^th AGM at such remuneration may be paid on a progressive billing basis to be agreed upon between the Auditors and the Board of Directors.

During the FY 2023-24, M/s. Gupta Verma & Sethi, Chartered Accountants (FRN: 02605N) have tendered their resignation due to their pre-occupation w.e.f conclusion of the business hours of 28^th July 2023.

16. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS

There were no qualifications, reservations, adverse remarks, or disclaimers made by M/s. ATK &

Associates (Firm Registration No. 018918C) Statutory Auditors in their Audit Report.

M/s Surya Gupta & Associates, Practicing Company Secretaries in their Audit Reports for the FY 2023-24 had mentioned a qualification in their report. The Secretarial Auditor''s report by Mr. Suryakant Gupta proprietor of M/ s. Surya Gupta & Associates, Practicing Company Secretaries has been obtained and annexed as per "Annexure-III" to this Report.

Qualification by Secretarial Auditor: The disclosure pursuant to Regulation 30(6) read with Schedule III of SEBI (LODR) Regulations, 2015 to Stock Exchanges regarding the resignation of former Company Secretary of the Company was filed with a slight delay due to an internal technical issue of the Company. The Company had made the intimation in the first working day. The Exchange had acknowledged the reason for the delay and no further queries or communication was received from the Exchange.

Explanations or comments by the Board on every qualification, reservation adverse remark, or disclaimer made- Due to some internal technical issue, the Company had made the intimation as soon as possible in the first half of the first working day after the date of occurrence of event. Further, the Board shall improve the compliance system to avoid the recurrence of all such instances.

Further in Compliance with Regulation 24A of the Listing Regulations and SEBI Circular No. CIR/CFD/cmd/1/27/2019 dated 08^th February, 2019, a report on Secretarial Compliance issued by M/s. Surya Gupta & Associates, for the year ended 31^st March, 2024, has been submitted to Stock Exchanges and the same is also available on the website of the Company at https: / /www.dbonline.in/ Admin / Pdf/750488458ANNUALSECRET ARIALCOMPLIANCEREPO RT31032023.pdf

Note: For the Financial year 2023-24, the Board of Directors appointed M/s Surya Gupta & Associates, Practicing Company Secretaries to conduct the Secretarial Audit.

17. REPORTING OF FRAUDS

There was no instance of fraud reported by auditors during the year under review, which is required to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framed there under.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL

As of 31^st March, 2024, the Company''s Board of Directors consists 8 Directors comprising an optimum combination of Executive and Non-Executive Directors including one woman director.

The composition and Category of Directors as of 31^st		March 2024 are as follows:
Category	No. of Directors	Name of Directors
Executive Director	2	Mr. Shiv Narayan Daga Ms. Shikha Mundra
Non-executive Independent Directors	5	Mr. Brajesh Sadani Mr. Milap Chandra Bothra Mr. Chandra Mohan Bahety Mr. Tarun Kansal Mr. Harak Chand Sogani
Non-executive NonIndependent Directors	1	Mr. Sachin Kumar Rathi
Total	8

The maximum tenure of Mr. Brajesh Sadani and Mr. Chandra Mohan Bahety, Independent Directors of the Company had been completed on the closure of working hours on 31st March, 2024, and accordingly, they ceased to be Directors of the Company.

Mr. Shiv Narayan Daga,Managing Director is termed Key Managerial Person (KMP) within the meaning of Section 203(1) of the Act.

Ms. Shikha Mundra holds the post of Executive Women Director and Mr. Sachin Kumar Rathi holds the post of Non-Executive Director during the Financial Year ending 31^st March 2023.

Mr. Milap Chand Bothra, Mr. Harak Chand Sogani, and Mr. Tarun Kansal are the continuing Independent Directors of the Company.

Mr. Sanjeev Kumar Rawal and Ms. Prachi Sharma* are KMPs designated as Chief Financial Officer and Company Secretary of the Company respectively.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR

Directors: As per the recommendation of the Nomination and Remuneration Committee, the members at 31^st Annual General Meeting of the Company had approved the appointment of Mr. Himanshu Malhotra, Mr. Harak Chand Sogani and Mr. Tarun Kansal as Non-Executive Independent Directors of the Company with effect from 28^th July 2023.

Further, Mr. Himanshu Malhotra resigned with effect from 12th February, 2024, due to his preoccupation and other personal commitments.

The tenure of Mr. Brajesh Sadani and Mr. Chandra Mohan Bahety, Independent Directors, had been completed on the closure of working hours on 31st March, 2024, and accordingly, they ceased to be directors of the Company.

Retirement by Rotation: In terms of Section 152 of the Act, Mr. Sachin Kumar Rathi (DIN: 01013130) would retire by rotation at the ensuing AGM scheduled to be held on 27th September, 2024 and being eligible offers himself for re-appointment. Further, based on performance

evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Key Managerial Personnel: Ms. Prachi Sharma (Membership No. A71389) was appointed as Company Secretary of the Company in their meeting held on 28^th July 2023 and Ms. Pragya Singh (Membership No. A65047) resigned from the designation of Company Secretary & Compliance Officer of the Company with effect from 16^th June 2023.

20. DIRECTORS APPOINTMENT AND REMUNERATION

The policies of the Company on the Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Act are in place and adhered to by the Company in letter and spirit.

21. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of Listing Regulations mandates that the Board shall monitor and review the Board Evaluation framework. The Act states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of

the Act and Regulation 17(10) of Listing Regulations states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/Committee.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration), Rules, 2014, a copy of the Annual Return of the Company as required under the Act will be available on the website of the Company at https://www.dbonline.in/AnnualReturn1.aspx

23. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company is committed to the highest standards of ethical, moral, and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy that is in compliance with the provisions of Section 177 (9) of the Act and pursuant to Listing Regulations . The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization, or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

A quarterly report on the whistle blower complaints as received, is placed before the Audit Committee for its review. The mechanism framed by your Company is in compliance with requirement of the Act and available on the website www.dbonline.in.

24. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code. Policy on insider trading

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advise on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company''s website www.dbonline.in .

25. CODE OF CONDUCT

Your Company has in place, a Code of Conduct all Board Members and Senior Management Personnels of the Company, which reflects the legal and ethical values to which your Company is strongly committed. The Board Members and Senior Management of the Company have affirmed compliance with the Code of Conduct applicable to them, for the FY ended 31^st March, 2024. A declaration signed by the Managing Director to this effect is annexed hereto as "Annexure VII". The Code of Conduct is available on the Company''s website www.dbonline.com.

26. POLICIES

The Listing Regulations mandated the formulation of certain policies for all listed companies. All the policies are available on our website. www.dbonline.com

27. CFO CERTIFICATION

The Chief Financial Officer has duly provided a certificate to the Board as contemplated in Regulation 17(8) of the Listing Regulations.

Pursuant to Regulation 33(2) (a) the CFO is required to sign the Certificate of the Company certifying that the financial results do not contain any false or misleading statement or figures and do not omit any material fact, which may make the statements or figures contained therein misleading. The CFO has given the Certificate to fulfill the Listing Regulations requirement is annexed as "Annexure-VIII", forming part of this Report.

28. EVENT-BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:-

i. Issue of sweat equity share: NA

ii. Issue of shares with differential rights: NA

iii. Issue of shares (including sweat equity shares) to employees of the Company: NA.

iv. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

v. Buy back shares: NA

vi. Disclosure about revision: NA

vii. Preferential Allotment of Shares: NA

viii. Issue of equity shares with differential rights as to dividend, voting: NA

29. BOARD MEETINGS

During the financial year under review, the Board of Directors of the company met Five (5) times to transact the business of the Company in accordance with Regulation 17(2) of SEBI (LODR) Regulations, 2015 and provisions contained in Section 173 (1) of the Act read with Rules made thereunder. The details of the year under review are presented hereunder:

S.No.	Dates of the Board Meetings held	Total number of Directors
S.No.	Dates of the Board Meetings held	Entitled to attend	Attended
1.	28/04/2023	6	6
2.	28/07/2023	6	6
3.	24/08/2023	9	8
4.	27/10/2023	9	8
5.	12/02/2024	8	8

30. DECLARATION OF INDEPENDENT DIRECTORS

The Non-Executive Independent Directors of the Company have given a declaration stating that they continue to meet the criteria as set out for Independent Directors under Section 149(6) of the Act and Regulation 16 of Listing Regulations. Further, in terms of Rule 8(5)(a) of the Companies

(Accounts) Rules, 2014, as amended, the Board of Directors states that in the opinion of the Board, during the Financial Year 2023-24 all the Directors whose appointments as Independent Directors of the Company have been approved by the Members during the year, are persons of integrity and possess relevant expertise and experience. Further, the Independent Directors have been exempted/successfully qualified for the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

31. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act the Board of Directors of your Company, to the best of their knowledge, belief, and ability and explanations obtained by them, confirm that:

â¢ in the preparation of the annual financial statements for the financial year ended 31st March 2024, the applicable accounting standards have been followed; and there are no material departures from prescribed accounting standards;

â¢ Your Company has 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 your Company, at the end of the financial year; and of the profit and loss of your Company, for that period;

â¢ proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud; and other irregularities;

â¢ the annual financial statements have been prepared on a going-concern basis;

â¢ the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively.

â¢ the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:-

The assessment and appointment of Members to the Board are based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity, and specific qualifications required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Act. In accordance with Section 178(3) of the Act and Regulation 19(4) of Listing Regulations on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as part of the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

33. BOARD COMMITTEE

The company has Six Committees of Board, viz

â¢ Audit Committee

â¢ Stakeholders Relationship Committee

â¢ Nomination and Remuneration Committee

â¢ Independent Directors Committee

â¢ Credit Facility Committee

â¢ Corporate Social Responsibility Committee

Information on the Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Independent Directors Committee and Credit Facility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report enclosed as Annexure- V.

34. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company held a separate meeting without the presence of Non-Independent Directors and members of the management on 28^th July 2023, to discuss and review the performance of non-Independent Directors, the Board as whole and the same was found satisfactory and also to assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

36. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

No employee of the Company received remuneration exceeding the limits prescribed under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of remuneration as required under Section 197 of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in "Annexure IV".

Information relating to employee remuneration as per Rules 5(2) and 5(3) of the aforementioned Rules is available for inspection by shareholders at the Company''s registered office during business hours (2:00 PM to 4:00 PM, Monday to Friday) until the date of the Thirty-Second AGM. Shareholders may request a copy of this information from the Company Secretary.

37. POLICY FOR PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN IN WORKPLACE

The Company has zero tolerance for sexual harassment in the workplace. A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 . The POSH Policy of the Company is available on the website of the Company and can be accessed in the Governance section at the Web-link: https://www.dbonline.in/Admin/Pdf/1178969109SEXUAL%20HARRASMENT%20POLICY.pdf.

All employees as defined under the "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" are covered in this Policy.

During the financial year 2023-24, no instance of sexual harassment were received or pending at any workplace of the company.

38. STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF THE INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted its Internal Complaints Committee. The Composition of the Internal Complaint Committee (IC) is as follows:

S.No.	Name of the Committee Member	Designation
1.	Ms. Shikha Mundra	Presiding Officer of IC
2.	Ms. Tanvi Saraiya	Member of IC from NGO
3.	Ms. Sheetal Periwal	Member of IC
4.	Ms. Prachi Sharma	Member of IC

39. MANAGEMENT DISCUSSION AND ANALYSIS

In Compliance with Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Management Discussion and Analysis is annexed as "Annexure-I" and forming part of this Annual Report.

The Management Discussion and Analysis Report gives details of the industry structure, developments, opportunities, threats, performance, and state of affairs of the Company''s business, internal controls and their adequacy, risk management systems, and other material developments during the Financial Year 2023-24.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or tribunals impacting the going concern status and the Company''s operations in the future.

41. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies. The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports are placed before the Audit Committee of the Board which reviews and approves the same. The Audit Committee periodically reviews the performance of the internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Auditors. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Company''s Board & Audit Committee reviews adherence to internal control systems, internal audit reports, and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to the Board for its approval.

M/s. ATK & Associates (Firm Registration No. 018918C) Chartered Accountants, the Statutory Auditors of the Company audited the financial statements included in this Annual Report and issued a report on the internal controls over financial reporting (as defined in Section 143 of the Act).

42. DISCLOSURE OF MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The Company is not required to maintain the cost records and accounts as specified under section 148 of the Act as it is not applicable to the Company.

43. THE DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITHTHEIR STATUS AS OF THE END OF THE FINANCIAL YEAR

During the year under review, any Application is not made and there is no pending proceeding under the Insolvency and Bankruptcy Code, 2016.

44. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2023-24, this clause is not applicable to the Company.

45. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward-looking within the meaning of applicable securities, laws, and regulations. Various factors such as economic conditions, changes in government regulations, tax regimes, other statutes, market forces, and other associated and incidental factors may however lead to variation in actual results.

46. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from the Company''s Bankers, Regulatory Bodies, Stakeholders, and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers, and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.

Mar 31, 2023

The directors have immense pleasure in presenting Thirty First (31^st) Annual Report on the business and operations of the company together with the Audited statement of Accounts for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS

During the year under review, the Financial Results of your Company are as follows:

(Rs. in Lacs)
Particulars	Consolidated		Standalone
Particulars	Year ended 31^st March, 2023	Year ended 31^st March, 2022	Year ended 31^st March, 2023	Year ended 31^st March, 2022
Gross receipts	2956.92	2942.59	2790.99	2751.35
Profit before tax	870.00	1086.13	824.81	1017.21
Provision for tax	223.25	196.94	223.23	196.94
Deferred tax liability/ (assets)	9.26	13.38	9.30	13.38
Profit before share of profit of associate	637.50	863.75	592.27	794.83
Share of profit in associate	0.00	0.00	0.00	0.00
Profit after tax	637.50	863.75	592.27	794.83
Brought forward from previous year	3327.21	2448.04	3181.43	2376.91
Appropriations:
Other comprehensive income: Re-measurement of post-employment benefit obligations (net of tax)	10.18	15.44	-15.29	9.69
Balance transferred to balance sheet	3973.67	3327.23	3756.76	3181.43
Earnings per equity share (basic)	1.82	2.47	1.69	2.27

During the year, Company has performed modestly however; despite of challenging economic condition and other related factor, we are able to maintain steady profits and revenue in the Company. The Management of the Company is putting their best efforts to improve the performance of the Company.

2. STATE OF COMPANY''S AFFAIRS AND OPERATIONS

The total revenue of your Company for the Financial Year 2022-23 is ? 2790.98 lakhs as compared to ? 2751.35 Lakhs for the previous Financial Year 2021-2022. The Net Profit before tax stood at ? 824.80 Lakhs as against Profit of ? 1017.21 Lakhs in the previous year.

3. DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2023. Since the Board have considered it financially prudent in the long-terms interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

4. UNCLAIMED DIVIDEND

During the period, the Provisions of Section 124 of the Companies Act, 2013 were not applicable to the Company.

5. CAPITAL STRUCTURE Authorized Share Capital

The Authorized Share Capital of the Company as on date 31^st March, 2023 remains unchanged at ? 10,00,00,000 equity share capital divided into 5,00,00,000 Equity Shares of ? 2 each.

Paid up Share Capital

The Paid-up share capital as at 31^st March, 2023 stands at ? 7,00,00,000/-comprising of 3,50,00,000 equity shares of ? 2/- each fully paid up.

6. DEPOSITS

During the Financial Year 2022-23, your company has not invited or accepted any deposits from public/ members pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

7. CHANGE IN NATURE OF BUSINESS

During the Financial Year 2022-23, there was no change in the nature of business of the Company.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred from the end of the Financial Year to which these Financial Statements relates till the date of this report.

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

The particulars of conservation of energy, technology absorption and Foreign exchange earnings and outgo are as under:

1) Conservation of energy:

i) the steps taken or impact on conservation of energy: Nil

ii) the steps taken by the company for utilizing alternate sources of energy: Nil

iii) the capital investment on energy conservation equipment''s: Nil

2) Technology absorption:

i) the efforts made towards technology absorption: Nil

ii) the benefits derived: Nil

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) the details of technology imported: Nil

b) the year of import: Nil

c) whether the technology been fully absorbed: Nil

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil

iv) the expenditure incurred on Research and Development: Nil

3) Foreign exchange earnings and outgo for the Financial Year 2022-23: Nil10. RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation & palliation thereof are discussed in detail in the Management Discussion and Analysis report as per Annexure-I to this Report.

11. CORPORATE GOVERNANCE

Report on Corporate Governance pursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 is attached and forms part of this report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 were applicable to the Company as the Net Profit of the Company during the preceding fiscal exceeded the prescribed threshold of ? 5 Crores. The Company, therefore, constituted the CSR Committee as per the requirements of the Act and has incurred the expenditure of ? 11,00,000 (? 11 Lakhs Only) in accordance with the CSR policy of the Company towards the educational Institution under the trust "Vardhman Welfare Education Society" engaged in providing quality education to the students of the nearby area. The same is available at https://www.dbonline.in/Admin/Pdf/9236360DB CSR%20Policy DB.pdf.

The Annual Report on our CSR activities is annexed as Annexure-II.

In terms of Section 135 of the Act read with Rules and in accordance with the CSR Policy and the Annual Action Plan, your Company has during the Financial Year 2022 -23 spent over two percent of the average net profits of your Company during the three preceding financial years. The details are provided in the Annual Report on CSR activities.

13. LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2022-23, the Company has not granted any loans, given any guarantee or provided any security in connection with a loan to a person or body corporate or made investments within the meaning of Section 186 of the Act.

14. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review for premises taken on lease from related party and wholly owned subsidiary company "Daga Business (International) Stock Brokers (IFSC) Private Limited".

The Company''s Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company and can be assessed through the link:

https://www.dbonline.in/admin/pdf/1979511712policv%20on%20related%20partv%20tran sactions.pdf

Disclosure pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as follows:


Sr. No.	In the accounts of	Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year.
1	Holding Company	Loans and advances in the nature of loans to subsidiaries by name and amount. Not Applicable Loans and advances in the nature of loans to associates by name and amount: Not Applicable Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount: Not Applicable ?
2	Subsidiary	Same disclosures as applicable to the parent company in the accounts of subsidiary company: Not Applicable
3	Holding Company	Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan: Not Applicable ?

There has been no transaction of the Company with the person or entity belonging to promoter/ promoter group and which holds 10% or more shares in the Company. Therefore, disclosure has not been made.

15. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Gupta Verma & Sethi, Chartered Accountants (FRN: 02605N), were appointed as Statutory Auditors of the company from the conclusion of 27^th Annual General Meeting till the conclusion of the 32^nd AGM of the company to be held in the year 2024.

However, they have tendered their resignation w.e.f. 28^th July, 2023 and thereafter, the Board had approved the appointment of M/s ATK & Associates, Chartered Accountants (FRN: 018918C) as the Statutory Auditors of the Company at the Board Meeting held on 28^th July, 2023 till the conclusion of ensuing Annual General Meeting. Further, the Board recommends their appointment for a period of five years from the conclusion of the ensuing AGM till the conclusion of the 36^th AGM to be held for the financial year ended 31^st March, 2029, subject to approval of shareholders at the ensuing Annual General Meeting.

16. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS

There were no qualifications, reservations, adverse remarks or disclaimers made by M/ s Gupta Verma & Sethi, Statutory Auditors & M/ s Surya Gupta & Associates, Practicing Company Secretaries in their Audit Reports. The Secretarial Auditor''s report by Mr. Suryakant Gupta of M/ s. Surya Gupta & Associates, Company Secretary in practice has been obtained and annexed as per Annexure-III to this Report.

Further in Compliance with Regulation 24A of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and SEBI Circular No. CIR/cfd/cmd/1/27/2019 dated February 08, 2019, a report on Secretarial Compliance issued by M/ s. Surya Gupta & Associates, for the year ended March 31, 2023 has been submitted to Stock Exchanges and the same is also available on website of the Company at https://www.dbonline.in/Admin/Pdf/750488458ANNUALSECRETARIALCOMPLIANCER EPORT31032023.pdf

Note:

For the Financial year 2023-24, the Board of Directors appointed M/s Surya Gupta & Associates, Practicing Company Secretaries to conduct the Secretarial Audit.

17. DIRECTORS APPOINTMENT AND REMUNERATION

The policies of the Company on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act are in place and adhered to by the Company in letter and spirit.

Composition and Category of Directors as on 31^st March, 2023 is as follows:


Category	No. of Directors	Name of Directors
Executive Director	1	Mr. Shiv Narayan Daga
Non-executive	3	Mr. Brajesh Sadani
Independent Directors		Mr. Milap Chandra Bothra

		Mr. Chandra Mohan Bahety
Non-executive NonIndependent Directors	2	Mr. Sachin Kumar Rathi
		Ms. Shikha Mundra
Total	6

18. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

19. ANNUAL RETURN

The Annual Return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at https: / / www.dbonline.in/AboutUs

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and pursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

21. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation

of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

22. BOARD MEETINGS

The Company had six board meetings during the Financial Year under review as follows:

Sr. No.	Date of Board Meeting	No. of Directors	No. of Director Presented
1.	25/05/2022	06	06
2.	05/07/2022	06	06
3.	28/07/2022	06	05
4.	23/09/2022	06	06
5.	27/10/2022	06	06
6.	08/02/2023	06	06

23. DIRECTORS & KEY MANAGERIAL PERSONNAL

Mr. Shiv Narayan Daga is the Managing Director who is the Key Managerial Person (KMP) within the meaning of Section 203(1) of the Act.

Ms. Shikha Mundra and Mr. Sachin Kumar Rathi hold the post of Non-Executive Women Director and Non- Executive Director respectively during the Financial Year ended 31^stMarch, 2023.

Mr. Milap Chand Bothra, Mr. Chandra Mohan Bahety and Mr. Brajesh Sadani are the Independent Directors of the Company.

Further, as per the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on 28^th July, 2023 approved appointment of Mr. Himanshu Malhotra, Mr. Harak Chand Sogani and Mr. Tarun Kansal as Additional Non-Executive Independent Directors of the Company, subject to ratification at the ensuing Annual General Meeting of the Company.

Mr. Sanjeev Kumar Rawal and Ms. Pragya Singh* were other KMPs designated as Chief Financial Officer and Company Secretary of the Company respectively.

*(Ms. Pragya Singh (Membership No. A65047) has resigned from the designation of Company Secretary & Compliance Officer of the Company with effect from 16^th June, 2023 and the Board had appointed Ms. Prachi Sharma (Membership No. A71389) as Company Secretary of the Company in their meeting held on 28^th July, 2023.)

24. DECLARATION OF INDEPENDENT DIRECTORS

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as Independent as per the definition of ''Independent Director'' stipulated in Section 149(6) of the Act and Pursuant to Regulation 16(i)(b) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. These confirmations have been placed before, and noted by the Board.

25. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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 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;

e. ) The directors had laid down Internal Financial Controls to be followed by the

Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. ) The directors had devised proper systems to ensure compliance with the provisions of

all applicable laws that such systems were adequate and operating effectively.

26. SUBSIDIARY COMPANY

The Company has one wholly owned Subsidiary Company in the name of Daga Business (International) Stock Brokers (IFSC) Private Limited. The Details are annexed to as Annexure-V.

27. BOARD COMMITTEE

Company has Six Committees of Board, viz

â¢ Audit Committee

â¢ Stakeholders Relationship Committee

â¢ Nomination and Remuneration Committee

â¢ Independent Directors Committee

â¢ Credit Facility Committee

â¢ Corporate Social Responsibility Committee

A. Audit Committee

The Composition of Audit Committee as on 31^st March, 2023.

Mr. Chandra Mohan Bahety

Chairman

Non-Executive

Director

- Independent

Mr. Milap Chand Bothra

Member

Non-Executive

Director

- Independent

Mr. Brajesh Sadani

Member

Non-Executive

Director

- Independent

The Company Secretary of the Company is the Secretary of the Committee.

During the year, the scope of Audit Committee was amended to, inter alia, align with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022, the details of which are furnished in the Report on Corporate Governance that forms part of this Annual Report.

All the recommendations of the Audit Committee were accepted by the Board.

B. Stakeholders Relationship Committee

The Committee Comprises as on 31^st March, 2023.

1.	Mr. Milap Chand Bothra	Chairman	Non-Executive - Independent Director
2.	Mr. Sachin Kumar Rathi	Member	Non-Executive - Non Independent Director
3.	Mr. Brajesh Sadani	Member	Non-Executive - Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

The primary objective of Stakeholders Relationship Committee is to consider and resolve the grievances of stakeholders including complaints relating to non-receipt of annual report, transfer or transmission of securities, non-receipt of dividend/interest, issuance of share certificates etc.

C. Nomination and Remuneration Committee

The Committee Comprises as on 31^st March, 2023.

1.	Mr. Brajesh Sadani	Chairman	Non-Executive - Independent Director
2.	Mr. Chandra Mohan Bahety	Member	Non-Executive - Independent Director
3.	Mr. Sachin Kumar Rathi	Member	Non-Executive - Non Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

The Nomination and Remuneration Committee oversees the Company''s nomination and appointment and determination of remuneration process of Directors and Senior Management Personnel of the Company including the Key Managerial Personnel. The Company also has in place a succession plan for orderly succession of the Directors and Senior Management Personnel of the Company. The Company ensures that all appointments in the Company, including successions are strictly based on seniority, expertise and experience.

D. Independent Directors Committee

The Committee Comprises as on 31^st March, 2023.

1.	Mr. Milap Chand Bothra	Chairman	N on-Executive-Independent
			Director

	2.	Mr. Chandra Mohan Bahety	Member	N on-Executive-Independent Director
	3.	Mr. Brajesh Sadani	Member	N on-Executive-Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA").

E. Credit Facility Committee

The Committee Comprises as on 31^st March, 2023.

1.	Mr. Shiv Narayan Daga	Chairman	Executive Director
2.	Ms. Shikha Mundra	Member	N on-Executive-N on Director	Independent
3.	Mr. Sachin Kumar Rathi	Member	N on-Executive-N on Director	Independent

The Company Secretary of the Company is the Secretary of the Committee.

The Board constitutes such committee for review applications for loans and other types of credit. The committee reviews the requests and relevant information to determine how to proceed. Ensuring alignment with standard lending policy and evaluating risk exposure, the lending committee determines whether to approve or deny the application. The Credit Committee is also responsible for reviewing the credit on maturing loans and directing collection efforts on past due loans.

F. Corporate Social Responsibility Committee

The Committee Comprises as on 31^st March, 2023.

1.	Mr. Shiv Narayan Daga	Chairman	Executive Director
2.	Mr. Milap Chand Bothra	Member	N on-Executive-Independent Director
3.	Mr. Sachin Kumar Rathi	Member	Non-Executive-Non Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 the Company has constituted a Corporate Social Responsibility Committee for the purpose of formulating and recommending a Corporate Social Responsibility Policy to the Board and indicating activities to be undertaken by the Company as per Schedule VII of the Companies Act, 2013, recommending the budget and monitoring the activities.

G. SHARESa. Buy Back of Securities

The Company has not bought back any securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

b. Bonus Shares

No Bonus shares were issued during the year under review.

c. Employee Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

H. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

During the year under review, no employee in the Company drew remuneration in excess of the amounts prescribed under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is enclosed as Annexure-IV.

The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by Members at the corporate office of the Company between 2.00 p.m. IST and 4.00 p.m. IST on any working day (Monday to Friday), up to the date of the Thirty First Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

I. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has Zero Tolerance towards sexual harassment at the workplace. A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The POSH Policy of the Company is available on the website of the Company and can be accessed in the Governance section at the Web-link:

https://www.dbonline.in/Admin/Pdf/1178969109SEXUAL%20HARRASMENT%20POLIC Y.pdf. All employees as defined under the Act are covered in this Policy.

During the financial year 2022-23, no cases in the nature of sexual harassment were reported at any workplace of the company.

J. MANAGEMENT DISCUSSION AND ANALYSIS

In Compliance with the Regulation 34(3) read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Management Discussion and Analysis is annexed and forming the part of this Annual Report.

K. DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013

Company is not required to maintain the cost records and accounts as specified under section 148 of Companies Act, 2013 as it is not applicable on the Company.

L. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, any Application is not made and there is no pending proceeding under the Insolvency and Bankruptcy Code, 2016.

M. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year 2022-23, this clause is not applicable for the Company.

N. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

O. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, and members for their continued support extended to your Company''s activities during the year under review. Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Mar 31, 2018

To the Members

The directors have immense pleasure in presenting Twenty Sixth Annual Report on the business and operations of the company together with the Audited statement of Accounts for the financial year ended March 31, 2018.

1. Financial Results

During the year under review, the financial results of your Company are as follows:

(Rs. Lacs)

	Consolidated		Standalone
Particulars	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017
Gross receipts	588.09	469.95	588.09	469.95
Profit before tax	83.68	45.34	87.71	45.34
Provision for tax	23.53	16.69	24.77	16.69
Deferred tax liability/(assets)	3.22	-7.25	3.22	-7.25
Profit before share of profit of associate	56.93	35.90	59.72	35.90
Share of profit in associate	0.00	0.00	0.00	0.00
Profit after tax	56.94	35.90	59.72	35.90
Brought forward from previous year	2330.09	2303.01	2329.93	2302.86
Appropriations:
Other comprehensive income: Remeasurement of post employment benefit obligations (net of tax)	0.41	-8.83	0.41	-8.83
Balance transferred to balance sheet	2387.44	2330.09	2390.06	2329.93
Earnings per equity share (basic)	0.16	0.10	0.17	0.10

The company does not earn income except the above; however there will be taken the best efforts to generate more income in future.

2. DIVIDEND

No Dividend was declared for the current financial year.

3. UNCLAIMED DIVIDEND

As per provisions of Section 124 of the Companies Act, 2013 the amount of unclaimed dividend outstanding for more than seven years are due to transfer to IEPF A/c and shall be transferred within 30 days from the date of completion of 7 years.

4. DEPOSITS

During the year under review, the company has neither invited nor accepted any deposit from public.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

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

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

7. RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation & palliation thereof are discussed in detail in the Management Discussion and Analysis report (as per Annexure I to this Report).

8. CORPORATE GOVERNANCE

Report on Corporate Governance pursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 is attached and forms part of this report.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the criteria for applicability of the provisions of social responsibility as per section 135 of the Companies Act 2013 is not applicable to the company. The net profit of the company is below Rs.5.00 crore. The board of directors of the company is always enthusiastic for carrying on the social activities as per Companies Act by defraying the resources out of the income of the company but due to negligence of the profit as compared to preceding years; the board of directors is constrained to initiate such responsibility.

10. LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review for premises taken on lease from related party and subscription of 12,50,000 fully paid equity shares of wholly owned subsidiary company Daga Business (Internationa) Stock Brokers (IFSC) Private Limited.

12. STATUTORY AUDITORS

M/s Chaudhry Vigg James & Company, Chartered Accountants who were re-appointed as Statutory Auditors of the Company, to hold office, in accordance with the provisions of the Act, from the conclusion of this AGM upto the conclusion of the AGM to be held for F/Y 2019-20 subject to ratification of the appointment by the members at the ensuing AGM and the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis to be agreed upon between the auditors and the Board of Directors.

13. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS

There were no qualifications, reservations, adverse remarks or disclaimers made by M/s Chaudhry Vigg James & Company, Statutory Auditors & M/s D Bansal & Associates, Practicing Company Secretary in their Audit Reports. The Secretarial Auditorâs report by Ms. Deepika Bansal of M/s D Bansal & Associates, Company Secretary in practice has been obtained and annexed as per Annexure II to this Report.

14. DIRECTORS APPOINTMENT AND REMUNERATION

The policies of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act are in place and adhered to by the Company in word and spirit.

15. ANNUAL RETURN

The extracts of Annual Return in form MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached to this report (as per annexure III to this report).

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and pursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

17. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

18. BOARD MEETINGS

The Company had five board meetings during the financial year under review on May 26, 2017, July 28, 2017, November 24, 2017, January 25, 2018 and March 06, 2018

19. DIRECTORS

During the financial year 2017-2018, the Board of Directors re-appointed Mr. Sachin Rathi who retired by rotation and who has given his consent to be appointed as director of the company.

Board of Directors re-appointed Mr. Chandra Mohan Bahety and Mr. Brajesh Sadani as an Independent Director of the Company for the term of 5 (five) years subject to the approval of the Shareholders in the Annual General Meeting.

Mr. Shiv Narayan Daga is the Managing Director who is the Key Managerial Person (KMP) within the meaning of Section 203 (1) of the Act.

Mr. Vishnu Kumar Sharma and Ms. Himanshi Mittal are other KMPs designated as Chief Financial Officer and Company Secretary of the Company.

20. DECLARATION OF INDEPENDENT DIRECTORS

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of âIndependent Directorâ stipulated in Section 149(6) of the Act and Pursuant to Regulation 16(i)(b) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. These confirmations have been placed before, and noted by the Board.

21. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

22. SUBSIDIARY, AND ASSOCIATE COMPANIES

The Company has one wholly owned subsidiary Company (name) who has not yet commenced its business activity and one associate i.e. Flourishing Apartments Private Limited whose financial performance is as under:

Capital Rs. 8,57,000/

Reserves Rs. 39,075/

Gross Income Rs. 4,630/

Net Income Rs. 1,075/

Net Income after Tax Rs. 798/

23. BOARD COMMITTEE

Company has four Committees of Board, viz,

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Independent Director Committee.

24. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

b. BONUS SHARES

No Bonus shares were issued during the year under review.

c. EMPLOYEE STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

25. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has not paid remuneration to any Key managerial personnel, exceeding the limit of remuneration specified in rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence the information / comparative statement is either nil or is not applicable.

The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by Members at the registered office of the Company between 2.00 p.m. IST and 4.00 p.m. IST on any working day (Monday to Friday), upto the date of the Twenty Sixth Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

26. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our policy against sexual harassment is embodied both in the Code of Conduct of the company as well as also in a specifically written policy in accordance with the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the company.

27. ACKNOWLEDGEMENTS

Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For DB (International) Stock Brokers Limited

Sd/- Sd/-

Shiv Narayan Daga Sachin Rathi

Managing Director Director

DIN: 00072264 DIN: 01013130

Place: New Delhi

Date: May 26, 2018

Mar 31, 2015

To the Members

The directors have immense pleasure in presenting Twenty Third Annual Report on the business and operations of the company together with the Audited statement of Accounts for the financial year ended 31st March, 2015.

1 Financial Results

During the year under review, the financial result of your Company are as follows :

Period Ended Period Ended Particulars 31st March, 2015 (Rs. Lacs) 31st March, 2014 (Rs. Lacs)

Gross Receipts 856.46 1195.17

Profit before Depreciation 288.97 608.71

Depreciation (26.33) (31.20)

Profit Before Tax 262.64 577.51

Provision for Tax (77.91) (111.53)

Profit After Tax 184.73 465.98

Brought Forward from previous year 2070.17 1481.34

Appropriations

Adjustment for depreciation as per (22.51) - schedule II of Companies Act,2013

Proposed provision for dividend and dividend - 122.85 distribution tax added back

Balance Transferred to Balance Sheet 2232.39 2070.17

Earnings per share (Basic) 0.53 1.33

The company does not earn income except the above, However there will be taken the best efforts to generate more income in future.

2. DIVIDEND

No Dividend was declared for the current financial year.

3. UNCLAIMED DIVIDEND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend outstanding for more than seven years.

4. DEPOSITS

During the year under review, the company has neither invited or nor accepted any deposit from public.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

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

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

7. RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place for the company. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation & palliation thereof are discussed in detail in the Management Discussion and Analysis report, (as perAnnexure I to this Report).

8. CORPORATE GOVERNANCE

Report on Corporate Governance pursuant the Clause 49 of the Listing Agreement is attached and forms part of this report.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the criteria for applicability of the provisions of social responsibility as per section 135 of the Companies Act 2013 is not applicable to the company. The net profit of the company is below Rs.5.00 crore. The board of directors of the company are always enthusiastic for carrying on the social activities as per Companies Act by defraying the resources out of the income of the company but due to negligence of the profit as compared to preceding years, the board of directors is constrained to initiate such responsibility.

10. LOANS, GUARANTEES OR INVESTMENTS

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review for premises taken on lease from related party.

12. STATUTORY AUDITORS

M/s Chaudhry Vigg James & Company, Chartered Accountants who are the statutory Auditors of the company, hold office, in accordance with the provisions of the Act, for a period of three years viz., from the conclusion of this AGM upto to the conclusion of the third consecutive AGM i.e. FY2017-18 subject to ratification of the appointment by the members at every AGM held after this AGM and that the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis to be agreed upon between the auditors and the Board of Directors.

13. STATUROTY AUDITS SECRETARIAL AUDIT ANDADVERSE COMMENTS BY AUDITORS.

There was no qualifications, reservations, adverse remarks or disclaimers made by M/s Chaudhry Vigg James & Company, Statutory Auditors, in their Audit Report. The Secretarial Auditor''s report by M/S Kavita Goel & Associates, Company Secretary in Practice have been obtained and annexed as perAnnexure II to this Report.

14. DIRECTORS APPOINTMENT AND REMUNERATION

The policies of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act are in place and adhered to by the Company in word and spirit.

15. ANNUAL RETURN

The extracts of Annual Return in form MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 is attached to this Report. (As perAnnexure III to this Report) .

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act,2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

17. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated

employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

18. BOARD MEETINGS

The Company had Six Board meetings during the financial year under review.

19. DIRECTORS

During the financial year 2014-15, the Board of Directors re-appointed Mr. Sanjay Kumar Mimani who retired by rotation and also complied with the rules relating to the independent director of the company.

Sh. Shiv Narayan Daga is the chairman and managing director is the key managerial person( KMP) within the meaning of Section 203 (1) of the Act.

Mrs. Shikha Mundra, Mr. Sanjeev Kumar Rawal and Mr. Yashwant Kumar Gupta are other KMPs designated as the executive director, Chief Financial Officer and Company Secretary.

20. DECLARATION OF INDEPENDENT DIRECTORS

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of ''Independent Director1 2 3 stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board.

21. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

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

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture except Associate Company i.e Flourishing Apartments Pvt. Ltd. Ltd and its financial performance as under:

Capital Rs. 857000/-

Reserves Rs. 37094/-

Gross Income Rs. 5500/-

Net Income Rs. 476/-

Net Income After Tax Rs. 329/-

23. BOARD COMMITTEE

Your Company has Three Committees of Board, viz,

1. Audit Committee

2. Investor Grievance and ShareTransferCommittee

3. Nomination and Remuneration Committee

24. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

b. BONUS SHARES

No Bonus Shares were issued during the year under review.

c. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

25. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has not paid remuneration to any Key managerial personnel, exceeding the limit of remuneration specified in rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence the information /comparative statement either nil oris not applicable.

The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by Members at the registered office of the Company between 2.00 p.m. and 4.00 p.m. on any working day (Monday to Friday), upto the date of the Twenty Third Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

26. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our policy against sexual harassment is embodied both in the Code of Conduct of the company as also in a specifically written policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company.

27. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For DB (International) Stock Brokers Limited Sd/-

Shiv Narayan Daga Managing Director Place: New Delhi Date : 29th May, 2015

Mar 31, 2014

Dear Members,

The directors have immense pleasure in presenting Twenty Second Annual Report on the business and operations of the company together with the Audited statement of Accounts for the financial year ended 31st March, 2014.

Financial Results

During the year under review, the financial result of your Company are as follows

Period Ended Period Ended Particulars 31st March, 2014 (Rs.. Lacs) 31 St March, 2013 (Rs.. Lacs)

Gross Receipts 1195.17 1410.72

Profit before Depreciation 608.71 860.42

Depreciation (31.20) (48.09)

Profit Before Tax 577.51 812.33

Provision for Tax (111.53) (145.84)

Profit After Tax 465.98 666.49

Brought Forward from previous year 1481.34 971.02

Appropriations

Proposed Dividend - (105.00)

Corporate Dividend Tax - (17.84)

Transfer to General Reserve - (33.32)

Proposed provision for dividend and dividend 122.85 - distribution tax added back

Balance Transferred to Balance Sheet 2070.17 1481.34

Figures in bracket indicate negative figures Review of Bus iness Operations

Financial Year 2014 Key Financial Highlights

1. The Total Revenue of the Company is 7.1195.17 Lacs in FY 2013-14 as compared to 7.1410.72 Lacs in FY 2012-13, A decline of 15.28%.

2. The Profit before Tax of the Company is 7.577.51 Lacs In FY 2013-14 as compared toRs.. 812.33 Lacs in FY 2012-13. A decline of28.9l%.

3. The Profit after Tax (PAT) has decreased substantially during the FY 2013-14. PAT is ^465.98 Lacs in FY 2013-14 as compared to Rs. .666,49 Lacs in FY 2012-13.

4. Earning Per share (basic) is 71.33 per share on the face value of Rs. 2.00 in FY 2013-14 as compared toRs. 1.90 pershare on the face value ofRs.. 2.00 rn FY 2012-13

5. The Company is a Depository Participant of CDSL. The Depository operation contributed gross revenue of 7 14.37 Lacs during the FY 2013-14 as against Rs. 14.98 Lacs in previous year 2012-13.

6. The number of beneficial owners affiliated with the company rose from 10622 to 11067 during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

With the new NDA Govemement under the tutelage of Sh. Narendra Bhai Modi, with nomenclature as Vikas Purush, the long term india growth is intact and will strive for higher growth due to his policy and commitment for E-Governace .development and foreign direct Investment in various sectors.

The major worriesfor Indian economy continued to be the higher fiscal deficit driven by higher crude oil prices and subsidy.

Industrial growth measured in terms of index of industrial production (HP),witnessed fluctuating trends, corporate earnings have also been downgraded. However, Government has taken certain measures to enhance the inflow of foreign funds in infrastructure and green projects.

Segment-wise Performance

The Company is engaged in single line of business i.e. stock broking and depository participant services of CDSL which forms the part of Financial Services and there is no other segment apart from the main one.

Financial Performance / Operational Performance

The trent in the stock market has remained bullish but the retail investores were reluctant to participate in secondary market because the market value of shares have increased too much that they were avoiding purchase of the well performed company''s shares keeping in mtndthe uncertaintthy in the Govemement Policies and forthcoming National Parliamantry election. Our company endeavoured to mobilise the high net worth investors for secondary market. And accordingly the company has sustained the profitablity and even managed to earn income steadfastly.

FUTURE OUTLOOK FOR SHARE MARKET

The trend in the Stock Market has been bullish but it got boost after the news spread that the NDA front under the leadership of Sh. Narender Bhai Modi is going to get the absolute mojarity in Parliamentarian election, and finally National Government under the tutelage of Sh. Narender Bhai Modi sworn on 26th May,2014, since then the financial and share market are bullish. The bulish trend in the market will continue incoming years as the trend in share market was manifested with SENSEX revolving around 25000 after new NDA Government formed under the leadership of Sh. Narender Modi who himself is epochal person for infrastructure and industry friendly and it will also have impetus on investment in infrastructure and industry. During the prevailing bullish share market, small and marginal retail clients are timid towards share market, however after the new government formed, they have become active in share market. However, in future they shall continue to be active in the share market, as the Government will have to take enormous measures for security of the small investors, small saving and capital formation.

Material development In human resources

Company''s management had always contributed to the promotion of the employees by enhancing their skills and efficiency by arranging regular training to the new and existing employees. Company is continuously making efforts to enhance the performance of staff by creating a team of committed professionals and orgnised the various training programme who are contributing to the growth plans of the company.

Internal Control and adequacy

The Company is continuously maintaining adequate internal control procedures corresponding with the size and nature of the business,

Future Outlook

Over the preceding three years,we had invested significantly in the technologies .systems and infrastructure, This was done with an eye on opportunity available in the long term. We have entered the 22nd years of operations with our continued emphasis on technology upgradation and training.

We are well equipped and organizationally well positioned to handle the challenges of emerging difficult and competitive market scenario. We look forward to receive from our large family of shareholders, associates and well wishers, their continued support and encouragement.

Dividend

Your directors have not recommended any dividend for the financial year 2013-14, keeping in view the long term need of the funds for the business of the company,

Fixed Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Directors

The Board of directors, at its meeting held on 30th Way, 2014. appointed Mrs. Shikha Daga as an Additional Director of the Company with effect from same date, pursuant to Section 161 of the Companies Act, 2013, read with Article 92 of the Articles of Association of the Company,

Pursuant to the provisions of Section 161 of the Companies Act. 2013, Mrs. Shikha Daga who was appointed as additional director on 30th May,2014, will hold office up to the date of the ensuing AGM. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member proposing the candidature of Mrs. Shikha Daga forthe office of director.

The Company has received from Mrs. Shikha Daga (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Further pursuant to the provions of section 149 of the Act, our company is required to have at least one woman director in the company. Accordingly .Mrs. Shikha Daga, being a woman director will fulfil this provision to be followed and complied by the company.

Further, the Board at its meeting held on 30th May, 2014, also approved the remuneration (subject to the approval of members in thegeneral meeting), to Mrs, Shikha Daga, with the terms and conditions asset out.

Pursuant to the provisions of the Companies Act, 1956, Companies Act 2013 and the Articles of Association of the Company, Mr. Sachin Rathi retires by rotation at the ensuing annual general meeting and being eligible, offer himself for re-appointment

Pursuant to provisions of section 149 of the Companies Act,2013 and existing strenth of the board of directors, the company must have at least two independent directors. The company had already four directros treating them as independent and non-executive directors. In order to comply with the provisions of section 149, Sh. CM. Bahety and Sh, Brajesh Sadani who fulfil the criteria for appointment as independent directors as per provisions of Act, are being treated and will be treated as independent directors for a period of five years, not liable to retire by rotation.

Auditors

The Auditors of your Company, M/s Chaudhry Vigg James & Company, Chartered Accountants, hold office till the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed. Pursuant to the recommendations of the audit committee of the Board of Directors, to appoint M/s Chaudhry Vigg James & Company, Chartered Accountants, to hold office from the conclusion of this AGM to the conclusion of the fourth consecutive AGM (suhject to ratification of the appointmen! by the members at every AGM held after this AGM, the Board of Directors recommend the appointment of M/s Chaudhry Vigg James & Company, Chartered Accountants as auditor for three consequtive years.

Listing of Securities of the Company

The Annual Listing Fee for the year 2013- 2014 has been paid to NSEIL and BSE.

Corporate Governance

Report on Corporate Governance pursuant the Clause 49 of the Listing Agreement is attached and form part of this report.

Corporate Social Responsibility

As per the Companies Act, 2013, all companies having net worth ofRs. 500/- croreor more, or turnover of Rs. 1,000/- crore or more or a net profit of Rs. 5 /- crore or more during any financial year will be required to constitute a corporate sociar responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom will be an independent director,

Aligning with the guidelines, we have constituted a committee comprising S. N. Daga (Chairperson), C.M.Bahety and Brajesh Sadani. The committee is responsible for formulating and monitoring the CSR policy of the Company. The committee has adopted a policy that intends to:

- Strive for economic development that positively impacts the society at targe with a minimal resource footprint.

- Be responsible for the corporation''s actions and encourage a positive impact through its activities on the environment, communities and stakeholders.

STATUTORY DISCLOSURES

Particulars of employees under section 217(2A)

1. There was no employee drawing remuneration in excess of the limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975..

Particulars of Conservation of Energy. Technology Absorption and Foreign Exchange Earnings & Outgo under section 217(1 )(ej 2.

The Company did not undertake any manufacturing activities during the financial year. There is, therefore, no information to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

The Company do not have any foreign exchange earnings and outgo during the year under review.

Djrectors!_Responsibility Statement under section 217 (2AA)

3. Pursuant to the Provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat 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 a nd of the profit or loss of the Company for that period;

iii)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;

iv) the directors had prepared annual accounts on a "going concern'' basis.

Acknowledgment

Your Directors wish to express their gratitude to the business, assistance and guidance received from the investors, clients, bankers, stock exchanges, regulatory and government bodies. They also take this opportunity to place on record a sincere appreciation for the contribution made by all the employees to the operation of the Company during the year.

On behalf of the Board of Directors For DB (International) Stock Brokers Limited

Sd/- Sd/- Place : New Delhi Shiv Narayan Daga SachinRathl Dated :30th May, 2014 (Managing Director) (Director)

Mar 31, 2013

To the members

The directors have immense pleasure in presenting Twenty First Annual Report on the business and operations of the company together with the Audited statement of Accounts for the financial year ended 31st March,2013.

Financial Results.

During the year under review the financial results of your company are as follows.

Particulars Period Ended Period Ended 31st March,2013 31st March,2012 (Rs,lacs) Rs.lacs)

Gross Receipts 1410.72 1207.29

Profit before Depreciation 860.42 346.80

Depreciation (48.09) (60.76)

profit Before TAX 812.33 286.04

Provision for TAX (145.84) (45.86)

PROFIT After Tax 666.49 240.18

Brought Forward from previous year 971.02 865.76

Appropriations

proposed Dividend (105.00) (105.00)

corporate Dividend Tax (17.84) (17.03)

Income Tax Provision Written off 8.88

Transfer to General Reserve (33.32) (12.01)

Balance Transfer to Balance Sheet 1481.34 971.02

Figures in bracket indicate negative figures

Review of Business Operations

Financial year 2013 Key Financial Highlights

1. The Total Revenue of the company is Rs.1410.72 Lacs in FY 2012-13 as compared to Rs.1207.29 Lacs in FY 2011-12 Growth of 16.85%

2. The profit before Tax of the company is Rs.812.33 Lacs in FY 2012-13 as companies to Rs.286.04 Lacs IN FY 2011-12 Growth of 183.99%.

3. The profit after Tax (pat) HAS INCREASED SUBSTANTIALLY DURING THE fy 2012-13 PAT IS Rs.666.49 Lacs in FY 2012-13 as compared to Rs.240.18 Lacs in FY 2011-12 Agrouth of 177.49%.

4. Earnings per share basis is RS.1.90 per share on the face value of Rs.2.00 in FY 2012-13 as compared to Rs.0.69 PER SHARE ON THE FACE VALUE OF RS.2.00 IN previous year 2011-12.

5. The company is a Depository participant of CDSL. The Depository operation contributed gross revenue of Rs.14.98 Lacs during the FY2012-13 as against Rs.19.31 Lacs in previous year 2011-12.

6. The number of beneficial owners a foliated with the DP Section of company rose from 1010 to 10322 during the year.

While the long term India growth story is intact global recovery appeared shaky with new financial stress emerging from the European market Indian economy is estimated to have a 6.5% growth verses the higher earlier estimated of 7%.

The major worries for India economy continued to be the higher fiscal deficit driven by higher crude oil prices subsidy and import of gold and the depreciating rupees.

Industrial growth measured in terms of index of industrial production (IIP) witnessed fluctuating trends corporate earrings have also been downgraded.

However government has taken certain measures to enhance the inflow of foreign funds particularly through the route of bonds to maintain the liquidity in system.

Segment - wise performance

The company is engaged in single line of business i.e. stock broking and depositary participant services of CDSL which forms the part of financial services and even managing for the increase in net profit of the company.

Material development in human resources

Company''s management had always contributed to the promotion of the employees by enchasing their skills and efficiency by arranging regular training to the new and existing employees company is continuously making efforts to enhance the performance of staff by creating a team of committed professionals and organized the various training programme who are contributing to the growth plans of the company.

Internal control and adequacy

The company is continuously maintaining adequate internal control procedures corresponding with the size and nature of the business.

Future outlook

Over the last three years we had invested significantly in the technologies corresponding with the size and nature long them. We have entered the 21st year of operations with our continued emphasis on technology up gradation and training.

We are well equipped and organizationally well positioned to handle the challenges of emerging difficult n and competitive market scenario.

we look forward to receive from our large family of shareholders associates and well wishers their continued support and encouragement.

Dividend

Your directors have recommended dividend for the financial year 2012-13 @ Rs.0.30 per Equity share having face value of Rs.2/- each.

Fixed Deposits

During the year under review your company has not accepted any deposit within the meaning of section 58A of the companies Act,1956 and rules made there under.

Directors

Pursuant to the provisions of the companies Act,1956 and the Articles of Association of the company, Mr Sanjay Kumar Mimani and Mr, Brajesh Sadani retire by rotation at the ensuing annual general meeting and both being eligible offer themselves for re-appointment.

Corporate Government

Report on corporate Government pursuant to clause 49 of the Listing Agreement is attached and forms part of this report.

STATUTORY DISCLOSURES

1. Particulars of employees under section 217(2A)

There was no employee drawing remuneration excess of the limits specified in section 217 (2A) of the companies Act,1956 read with the companies (particulars of Employees ) Rules,1975.

2. Particulars of conservation of Energy Technology Absorption

The company did not undertake any manufacturing activities during the financial year. There is therefore no information to be disclosed under the companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988.

3. Directors Responsibility statement under section 217 (2AA)

PUSUANT TO THE PROVISIONS OF SECTION 217 (2aa) OF THE COMPANIES Act,1956 your Directors hereby confirm that.

i) in preparation of the annual accounts the applicable standards had been followed along with proper explanation relating to material departure.

ii) the directors had selected such accounting policies and applied them consistently except for changing the system for providing the depreciation during the year and made judgment 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 or loss of the company for that period.

iii) the directors had taken proper and sufficient care for the maintenance of 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.

iv) the directors had prepared annual accounts on a going concern basis.

Acknowledgment

Your Directors wish to express their gratitude to the business assistance and guidance received from the investors clients bankers stock exchanges regulatory and government bodies They also take opportunity to place on record a sincere appreciation for the contribution made by all the employees to the operation of the company during the year.

On behalf of the Board of Directors

For DB (International) stock Brokers Limited.

sd/- sd/-

Shiv Narayan Daga Sachin Rathi

(Managing Dircetor) (Director)

place: New Delhi

Dated: 24th May,2013

Mar 31, 2012

The directors have immense pleasure in presenting 20th Annual Report on the business and operations of the company together with the Audited statement of Accounts for the financial year ended 31st March, 2012.

Financial Results

During the year under review the financial result of your Company are as follows:

Particulars Period Ended 31st Period Ended 31st March, 2012 March, 2011 (Rs. Lacs) (Rs. Lacs)

Gross Receipts 1207.29 1116.42

Profit before Depreciation 346.80 299.91

Depreciation (60.76) (52.79)

Profit Before Tax 286.04 247.12

Provision for Tax (45.86) (80.76)

Profit After Tax 240.18 166.36

Brought Forward from previous year 865.76 786.63

Appropriations

Proposed Dividend (105.00) (70.00)

Corporate Dividend Tax (17.03) (11.36)

Income Tax Provision Written off (0.88) (5.88)

Transfer to General Reserve (12.01) -

Balance Transferred to Balance Sheet 971.02 865.76

Figures in bracket indicate negative figures

Review of Business Operations

Financial Year 2012 Key Financial Highlights

The Total Revenue of the Company is Rs. 1207.29 Lacs in FY 2011-12 as compared to Rs. 1116.42 Lacs in FY 2010-11. A growth of 8.14%.

- The Profit before Tax of the Company is Rs. 286.04 Lacs in FY 2011 -12 as compared to Rs. 247.12 Lacs in FY 2010-11. A growth of 15.75%.

The Profit after Tax (PAT) has increased substantially during the FY 2011-12. PAT is Rs. 240.18 Lacs in FY 2011-12 as compared to Rs. 166.36 Lacs in FY 2010-11. A growth of 44.37%.

Earning Per share (basic) is Rs. 0.69 per share on the face value of Rs. 2 in FY 2011-12 as compared to Rs. 0.48 per share on the face value of Rs. 2 in FY 2010-11.

The Company is a Depository Participant of CDSL. The Depository operation contributed gross revenue of Rs. 19.31 Lacs during the FY 2011-12 as against Rs. 20.12 Lacs in previous year 2010-11.

The number of beneficial owners affiliated with the company rose from 9315 to 10104 during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The weak global economic prospects and continuing uncertainties in the international financial markets have had their impact on emerging market economies like ours. Reining in inflation and containing inflationary expectations were the dominating objectives of monetary policy during 2011-12. The RBI hiked the repo rate 13 times between March 2010 and January 2012, cumulatively by 375 basis points (bps). At the same time, sight must not be lost of the fact that, by any cross country comparison, India remains among the front-runners.

BSE Sensex dropped from 19445.22 in March 2011 to 17404.20 in March 2012.

The reasons for the relatively flat profit growth are macro economic as well as global financial crises, we are happy to report that the company has kept its focus on the long term strategy while growing the top line and preserving the bottom line.

In the year under review, company has initiated the process of expanding its client base among retail/HNI customers on PAN India basis.

Segment-wise Performance

The Company is engaged in single line of business i.e. stock broking and depositary participant services of CDSL which forms the part of Financial Services and there is no other segment apart from the main one.

Financial Performance/Operational Performance

The trend in the Stock Market has remained bearish still the company has managed for the increase in net profit of the Company. I

Material development in human resources

Company's management is making continuous efforts to promote the staff, induct professionals and to train the existing employees to enhance their level of efficiency and performance. The Company is in the process of building a team of committed professionals who are capable of contributing in the expansion plans of the company.

Internal Control and adequacy

The Company maintains sufficient internal control procedures commensurate with the size and nature of the business. Future Outlook

The main focus of the company is to provide Reliable, Robust and Restrained Online trading platform to its clients. The company continuously attempts to remain competitive in the market through technological innovation and value added services to our clients. We are well equipped and organizationally well positioned to handle the challenges of the emerging difficult and competitive market scenario, we look forward to receive from our large family of shareholders, associates and well wishers, their continued support and encouragement.

Dividend

Your directors have recommended dividend for the financial year 2011-12 @ Rs. 0.30 per Equity Share having face value of Rs. 2/- each.

Fixed Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Directors

Pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sachin Rathi and Mr. Chandra Mohan Bahety retire by rotation at the ensuing annual general meeting and both being eligible offer themselves for re-appointment.

Auditors

The Auditors of your Company, M/s Chaudhry Vigg James & Company, Chartered Accountants, hold office till the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Your directors recommend their appointment.

Achievement

We are happy to declare that the shares of your company have been listed on the National Stock Exchange of India Limited on 29th February, 2012 under DBSTOCKBRO symbol. Now our shares are listed on both the premier stock, exchange of India NSE & BSE.

Listing of Securities of the Company

The Annual Listing Fee for the year 2011-2012 has been paid to NSEIL and BSE.

Corporate Governance

Report on Corporate Governance pursuant the Clause 49 of the Listing Agreement is attached and forms part of this report.

STATUTORY DISCLOSURES

1. Particulars of employees under section 217(2A)

There was no employee drawing remuneration in excess of the limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

2. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo under section 217(1)(e)

The Company did not undertake any manufacturing activities during the financial year. There is, therefore, no information to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

The Company do not have any foreign exchange earnings and outgo during the year under review.

3. Directors' Responsibility Statement under section 217(2AA)

Pursuant to the Provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 or loss of the Company for that period;

iii) 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;

iv) the directors had prepared annual accounts on a 'going concern' basis.

Acknowledgment

Your Directors wish to express their gratitude to the business assistance and guidance received from the investors, clients, bankers, stock exchanges, regulatory and government bodies. They also take this opportunity to place on record a sincere appreciation for the contribution made by all the employees to the operation of the Company during the year.

On behalf of the Board of Directors

For DB (International) Stock Brokers Limited

Sd/- Sd/-

Place : New Delhi Shiv Narayan Daga Sachin Rathi

Dated : 25th May, 2012 (Managing Director) (Director)

Mar 31, 2010

The directors have pleasure in presenting 18th Annual Report together with the Audited

Accounts for the financial year ended 31st March, 2010

Financial Results

During the year under review the financial result of your Company are as follows:

Particulars Period Ended 31st Period Ended 31st March. 2010 March. 2009 (Rs. Lacs) (Rs. Lacs)

Gross Receipts 821.79 604.00

Profit before Depreciation 203.63 60.96

Depreciation (36.15) (26.73)

Profit Before Tax 167.68 34.23

Provision for Tax (51.53) (10.13)

Profit Alter Tax 115.75 24.10

Brought Forward from previous year 752.50 738.43 Appropriations_

Proposed Dividend 70.00 0.00

Corporate Dividend Tax 11.63 0,00

Income Tax Provision Written off 0.00 (10.03)

Balance Transferred to Balance Sheet 786.63 752.50

Business Operations overview.

During the year under review, the gross receipts of the company are Rs. 821.79 Lacs as against Rs. 604.00 Lacs in the previous year 2008-2009 and registered a growth of 36.05%. The net profit alter tax of the Company is Rs. 115.75 Lacs in the current year 2009-2010 as against Rs. 24.10 lacs in the previous year 2008-2009 and registered a growth of 380.08%.

MANAGEMENT DISCUSSION ft ANALYSIS REPORT

Indian Economy has grown well in the past year overcoming all the fears of recession inspite of the European Union slowdown. It is expected to do well in the current financial year also. As a result at these positive developments and a stable government at the centre stock markets are doing well. BSE Sensex rose from 9,708 in March 2009 to 17,527 in March 2010. Results of the company have also shown substantial improvement in the bottom line.

In the year under review company has initialed the process of expanding its client base among retail/HNI customers on PAN India basis.

Segment-wise Performanee

The Company deals in single line of business and there is no other segment apart from the main one.

Financial Performance/Operational Performance

- The Bullish trend in the Stock Market and strong economic indicators have resulted In the increase in the net profit of the Company.

-Authorised Share Capital of the Company has been increased from Rs. 3,10.00,000/- to Rs. 10,00,00,000/- during the financial year 2009-2010.

-The Company came out with preferential issue of 40,00,000 equity shares @ Rs. 29/- per share. Proceeds of the issue is being utilized for expanding the business of the company.

Material development In human resources

Sincere efforts are being made to induct professionals and to train the existing employees to enhance their level of competence and performance. The Company is in the process of building a team of committed professionals who can actively participate in the expansion plans of the company.

Internal control and adequacy

The Company maintains sufficient Internet control procedures commensurate with the size and nature of the business.

Future Outlook

The Company is operating with the objective of creating and building long and healthy relationship with its customers by providing specialized services to meel their various requirements. Your Company is committed to gain its customer irust and ensuring customer satisfaction. During the year under review your Company has been able to increase its client base even in tough competitive environment and also committed to achieve better performance in the next year and to strengthen the bottom line.

Dividend

Your directors have recommended dividend for the financial year 2009-2010 @ Rs. 1/- Equity

Share on existing face value of Rs. 107- each,

Fixed Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

Directors

Pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Chandra Mohan Bahety and Mr. Sachin Rathi retire by rotation at the ensuing annual general meeting and both being eligible offar themselves for re-appointment.

Auditors

The Auditors of your Company, M/s Agrawal Dugar & Associates, Chartered Accountants, hold office till the conclusion of ensuing Annual General Meeting and have confirmed their eligbility and willingness to accept office, if re-appolnted. Your directors recommend their appointment.

Listing of Securities of the Company

Presently, the shares of your Company are listed at Bombay Stock Exchange and the Annual Listing Fee for the year 2009-2010 has been paid for the same.

Corporate Governance

Report on Corporate Governance pursuant the Clause 49 of the Listing Agreement Is attached and forms part of this report.

STATUTORY DISCLOSURES

1. Particulars of employees under section 217(2A)

There was no employee drawing remuneration in excess of the limits specified in Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules. 1975.

2. particulars of Conservation of Energy. Technology absorption and Foreign Exchange Earnings & Qutgo under section 217 (1)(e)

The Company did not undertake any manufacturing activities during the financial year. There is, therefore, no information to be disclosed under the Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988

The Company do not have any foreign exchange earnings and outgo during the year under review.

3. Directors Responsibility Statement under section 217(2AA)

Pursuant to the Provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

1. in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 or loss of the Company for that period;

iii. 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;

iv. the directors had prepared annual accounts on a going concern" basis

Acknowledgment

Your Directors wish to acknowledgement their gratitude to the business associates, customers, bankers and stock exchanges for their continued patronage, assistance and guidance. They also take this opportunity to place on record a sincere appreciation for the contribution made by all the employees to the operation of the Company during the year.

By Order of the Board For DB (International) Stock Brokers Limited

Sd/- Sd/- Place : New Delhi Shiv Narayan Daga SachinRathl

Dated : 19th July, 2010 (Managing Director) (Director)

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