Directors Report of D.K. Enterprises Global Ltd.

Mar 31, 2025

Yours Directors (“Board”) present this 07^th (Seventh) Annual Report of the company together with the audited
financial statements for the financial year ended on March 31,2025.

FINANCIAL HIGHLIGHTS & PERFORMANCE (STANDALONE AND CONSOLIDATED)

The company financial performance for the period under review along with the previous year figure are given
here under:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	7345.04	6456.39	15512.34	14391.51
Other Income	329.44	269.18	177.35	211.47
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	716.75	608.31	1063.32	903.45
Less: Depreciation/ Amortisation/ Impairment	67.78	59.00	152.68	131.21
Profit /loss before Finance Costs, Exceptional items and Tax Expense	648.97	549.31	910.64	772.24
Less: Finance Costs	58.42	52.19	89.80	91.52
Profit /loss before Exceptional items and Tax Expense	590.55	497.12	820.84	680.72
Add/(less): Exceptional items	0.00	0.00	0.00	0.00
Profit /loss before Tax Expense	590.55	497.12	820.84	680.72
Less: Tax Expense (Current & Deferred)	85.50	79.95	253.46	215.87
Profit /loss for the year (1)	505.05	417.17	567.38	464.85

STATE OF AFFAIRS/ COMPANY''S
PERFORMANCE

Consolidated revenue of the Company from
operations was ?15512.34 Lacs in FY2024-25,
which was 7.78% higher than the consolidated
revenue of ?14391.51 Lacs in FY2023-24. The
underlying EBITDA margin was at 6.85% in
FY2024-25 as compared to 6.27% in FY24.
Underlying EBIT margin stood flat at 5.87% in
FY2024-25. The profit before tax from continuing
operation was ?820.84 Lacs in FY2024-25 as
against ?680.72 Lacs in FY2023-24. Profit for the
year stood at ?567.38 Lacs in FY2024-25 as
compared to ?464.85 Lacs in FY24.

Standalone revenue from operations was
?7345.04 Lacs in FY2024-25 which was 13.76%
higher than ?6456.39 Lacs in FY2023-24. The
profit before and after tax for FY2024-25 were
?590.55 Lacs and ?497.12 Lacs, respectively as
compared to ?497.12 Lacs and ?417.17 Lacs,
respectively for FY2023-24.

DIVIDEND

Declaration and Payment of Dividend

The Board of Directors (‘ the Board'') is pleased to
recommend declaration of a final dividend
amounting to ?2/- per Ordinary/ Equity Share of
face value ?10/- each fully paid-up, i.e., (20%) for
FY2024-25.

The said dividend, if approved by the Members at
the ensuing Annual General Meeting (‘the AGM'')
will be paid to those Members whose name
appears on the register of Members (including
Beneficial Owners) of the Company as at the end
of Friday, August 29, 2025.

Record Date

The Company has fixed Friday, August 29, 2025
as the “Record Date” for the purpose of
determining the entitlement of Members to receive
dividend for FY2024-25.

Dividend Distribution Policy

The Dividend Distribution Policy containing the
requirements mentioned in Regulation 43A of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing
Regulations”) is uploaded on the Company''s
website at the following Web-
link: https://www.dkenterprises.co.in/uploads/1/2/3/
9/12390736/dividend_policy.pdf

TRANSFER TO RESERVES

The profits of the Company have been retained in
the Profit and Loss Appropriation Account.

The Board of Directors of your company, has
decided not to transfer any amount to the
Reserves for the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF
ANY

During the year under review, there was no
change in the nature of business of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND

There were no such transactions during the year.

CHANGES IN THE CAPITAL STRUCTURE OF
THE COMPANY

There was no change in the authorised, issued,
subscribed and paid-up share capital of the
Company during the year under review.

DETAILS OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

During the year under review, following changes
took place in the composition of the Board of
Directors of the Company:

(a) Continuation of holding of office of Managing
Director by Mr. Rakesh Kumar (DIN: 08374550)
to continue to function as a Managing director
for the remainder of his term after attaining the
age of 70 years, on the existing terms &
conditions and on such remuneration as may be
decided by the members on the 6^th Annual
General Meeting held on July 31, 2024.

(b) Change the designation of Mr. Dhruv Rakesh
(DIN: 08374549) as a Whole Time Director
designated as Executive of the Company, for a
period of 5 (five) years at the 06^th Annual
general Meeting i.e. from July 31, 2024 the
period of his office shall be liable to retire by
rotation.

The following changes in the Board of Directors
of the Company are proposed subject to the
approval of members of the Company in the
Annual General Meeting:

(a) Re-appoint Mr. Rakesh Kumar (DIN: 08374550)
as Managing Director (designated as Chairman
& Managing Director) of the Company for a
further period of 5 (five) years with effect from
December 31, 2025 to December 30, 2030 (both
days inclusive), liable to retire by rotation.

(b) Re-appoint Mrs. Rekha Bansal (DIN: 08374551)
as Whole-Time Director of the Company for a
further period of 5 (five) years with effect from
March 01, 2026 to March 01, 2031 (both days
inclusive), liable to retire by rotation.

(c) To Re-appoint Mr. Jeenendra Prakash Singhvi
(DIN: 09027788) as an Independent Director of
the Company to hold office for a second term of
5 (five) consecutive years commencing from
December 31, 2025 to December 30, 2030 (both
days inclusive).

As on the date of this report, the Company has
Five Key Managerial Personnel as per the
Companies Act, 2013 i.e., Managing Director,
Two-Whole-Time Director, Chief Financial Officer
and Company Secretary:

Sr No.	Name of the Key Managerial Personnel	Designation
1	Mr. Rakesh Kumar	Managing Director
2	Mrs. Rekha Bansal	Whole-Time Director
3	Mr. Dhruv Rakesh	Whole-Time Director
4	Mr. Baljeet Singh	Chief Financial Officer
5	Ms. Indu Bala	Company Secretary

DETAILS OF SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

The consolidated financial statements of the
Company and its subsidiaries for FY2024-25 have
been prepared in compliance with the applicable
provisions of the Act and as stipulated under
Regulation 33 of SEBI Listing Regulations as well
as in accordance with the Indian Accounting
Standards notified under the Companies (Indian

Accounting Standards) Rules, 2015. The audited
consolidated financial statements together with
the Independent Auditor''s Report thereon form
part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the Financial
Statement of the subsidiary companies is
furnished in Form AOC-1 as Annexure - II and is
forming part of this report.

MATERIAL CHANGES AND COMMITMENT, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO
WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

There are no material changes affecting the
financial position of the Company, subsequent to
the close of the FY2024-25 till the date of this
Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from
public under Sections 73, 74, 75 and 76 of the
Companies Act, 2013 during the year under
review, and as such, no amount principal or
interest on deposits from public was outstanding
as on the date of the balance sheet.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

During the financial year under review, there were
no significant and material orders passed by the
regulators or courts or tribunals impacting the
going concern status and company''s operations
in the future.

DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL
STATEMENTS

The Company''s internal control systems are
commensurate with the nature of its business,
the size and complexity of its operations and
such internal financial controls with reference to
the Financial Statements are adequate.

Please refer to the paragraphs on Internal
Control Systems and their Adequacy in the
Management Discussion & Analysis section for
detailed analysis.

MAINTENANCE OF COST AUDITOR REPORT
AND COST RECORDS

The provision of the Companies (Cost Records
and Audit) Rules, 2014 is not applicable to the
Company. Maintenance of cost records as
prescribed under the provisions of Section
148(1) of the Companies Act, 2013 was not
applicable for the business activities carried out
by the Company for the FY 2024-25.

Accordingly, such accounts and records are not
made and maintained by the Company for the
said period.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) ACT, 2013

To comply with the provisions of Section 134 of
the Act and Rules made thereunder, your
Company has complied with the provisions
relating to constitution of Internal Complaints
Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Investor Grievances / Complaints

During the year under review, no complaint was
received under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Following Details as per
Companies (Accounts) Second Amendment
Rules, 2025 dated May 30, 2025:

a)	number of complaints of sexual harassment received in the year	Nil
b)	number of complaints disposed off during the year	Nil
c)	number of cases pending for more than ninety days	Nil

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY

All contracts/ arrangements/ transactions entered
by the Company during the FY2024-25 with
related parties were valued on an arm''s length
basis and in the ordinary course of business and
approved by the Audit Committee consisting of
Independent Directors.

Certain transactions, which were repetitive in
nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any
Related Party Transactions (‘RPT'') exceeds
?1,000 crore or 10% of the annual consolidated
turnover as per the last audited financial
statement whichever is lower, would be
considered as material and would require
Members approval. In this regard, during the year
under review, the Company has taken necessary
Members approval. However, there were no
material transactions of the Company with any of
its related parties during the year in terms of
Section 134 read with Section 188 of the
Companies Act, 2013. Therefore, the disclosure
of the Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-
2 is not applicable to the Company for FY2024-25
and, hence, the same is not required to be
provided.

The details of RPTs during FY2024-25, including
transaction with person or entity belonging to the
promoter/ promoter group which hold(s) 10% or
more shareholding in the Company are provided
in the accompanying financial statements.

PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

In terms of Section 186 of the Act and Rules
framed thereunder, the Company has not given
any loan, guarantee or provided any security
during the year under review. The disclosure as
per Rule 8(5)(xii) of the Companies (Accounts)
Rules, 2014, as amended, is not applicable to
your Company.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of

energy, technology absorption, foreign exchange
earnings and outgo as required under section
134 (3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules,
2014 is furnished in Annexure - II and is forming
part of this report.

PERFORMANCE EVALUATION OF THE
BOARD

The Board of Directors has carried out an
annual evaluation of its own performance,
board committees, and individual directors
pursuant to the provisions of the Act and SEBI
Listing Regulations.

The performance of the board was evaluated by
the Board after seeking inputs from all the
directors on the basis of criteria such as the
board composition and structure, effectiveness
of board processes, information and functioning,
etc.

The performance of the committees was
evaluated by the Board after seeking inputs from
the committee members on the basis of criteria
such as the composition of committees,
effectiveness of committee meetings, etc.

The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on
January 05, 2017. In a separate meeting of
Independent Directors, Performance of Non¬
Independent directors, the Board as a whole
and Chairman of the Company was evaluated,
taking into account the views of executive
directors and non-executive directors.

The Board and the Nomination and
Remuneration Committee reviewed the
performance of individual directors on the basis
of criteria such as the contribution of the
individual director to the board and committee
meetings like preparedness on the issues to be
discussed, meaningful and constructive
contribution and inputs in meetings, etc.

At the board meeting that followed the meeting
of the independent directors and meeting of
Nomination and Remuneration Committee, the
performance of the Board, its Committees, and
individual directors was also discussed.
Performance evaluation of independent
directors was done by the entire Board,
excluding the independent director being
evaluated.

STATUTORY AUDITORS

As per the requirement of section 139(2) of the
Companies Act, M/s Deepak Jindal & Co.,
Chartered Accountants, (Firm Registration No.
023023N), Chandigarh were re-appointed as the
Statutory Auditors of the Company for a tenure of
5 years commencing from the conclusion of the
06th AGM of the Company until the conclusion of
the 11^th AGM of the Company to be held in the
year 2029.

The Statutory Auditor''s Report does not contain
any qualifications, reservations, adverse remarks
or disclaimers.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,

2014 and amended Regulation 24A of the SEBI
Listing Regulations, the Board has based on the
recommendation of Audit Committee approved
appointment of Mr. Vishal Arora, Practicing
Company Secretary (FCS no. 4566 and CP no.
3645), a peer reviewed firm of Company
Secretaries in Practice as Secretarial Auditors of
the Company for a period of five years, i.e., from
April 1, 2025 to March 31, 2030, subject to
approval of the Shareholders of the Company at
the ensuing AGM.

The Report of the Secretarial Auditor for FY2024-
25 is annexed herewith as Annexure — III is
forming part of this report.

The said Secretarial Audit Report does not
contain any qualification, reservations, adverse
remarks or disclaimer.

INTERNAL AUDITOR

M/s Datta Singla & Co. Chartered Accountants,
Chandigarh, were appointed as internal auditors
by the Board for the financial year 2024-25 and
who have issued their reports on half yearly
basis.

EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN
THEIR REPORTS

There are no qualifications, reservations or
adverse remarks or disclaimers made by the
auditors and the practicing company secretary in
their reports.

DETAILS ABOUT THE POLICY DEVELOPED
AND IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES TAKEN DURING THE YEAR

The provisions of Section 135 of the Companies
Act relating to Corporate Social Responsibility are
not applicable during the year.

However, based on the threshold limits as on
March 31, 2025, the company is obligated to
spend on CSR activities until March 2026. The
company has taken the necessary initiative
towards CSR obligation.

ANNUAL RETURN

The Annual Return of the Company as on March
31, 2025 in Form MGT-7 in accordance with
section 92(3) of the Act read with the Companies
(Management and Administration) Rules, 2014, is
available on the Company''s website at
https://www.dkenterprises.co.in/

INFORMATION ON BOARD MEETINGS AND
GENERAL BODY MEETINGS

During the financial year under review, Meetings
were held in compliance with the provisions of the
Companies Act, 2013, SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and Secretarial Standards on Meetings.

Details of the meetings are given in the
ANNEXURE-V is forming part of this report.

COMMITTEES OF THE BOARD

The various Committees of the Board focus on
certain specific areas and make informed
decisions in line with the delegated authority. The
following statutory Committees are constituted by
the Board according to their respective roles and
defined scope:

i. Audit Committee;

ii. Nomination and Remuneration Committee;
and

iii. Stakeholders Relationship Committee.

Details of the composition, terms of reference and
number of meetings held for respective
committees are given in ANNEXURE-V is forming
part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a. In preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b. The directors have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
company at the end of the financial year and
of the profit and loss of the company for that
period;

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

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

e. The Directors, in the case of a listed
company, 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.

DECLARATION OF INDEPENDENT

DIRECTORS

The Independent Directors of your Company
have submitted requisite declarations that they
continue to meet the criteria of Independence as
laid down in

Section 149(6) of the Act and there is no change
in the status of their Independence and have
confirmed that they are not aware of any
circumstance or situation which exists or may be
reasonably anticipated that could impair or
impact their ability to discharge their duties.

The Independent Directors of our Company are
in compliance with the requirements under Rule
6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 (as
amended).

The Board of Directors further confirms that the
Independent Directors (including appointed
during the year) also meet the criteria of
expertise experience, integrity and proficiency in
terms of Rule 8 of the Companies (Accounts)
Rules, 2014 (as amended).

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, a Management Discussion and
Analysis as per Annexure — IV is forming part of
this report, which includes details on review of
operations, performance and future outlook of the
Company, is annexed hereto and forms part of this
report.

RISK MANAGEMENT

The Company has in place a mechanism to
identify, assess, monitor and mitigate various risks
to key business objectives and thus in pursuance
of the same it has formulated a Risk Management
Policy to ensure compliance of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

We have an integrated approach to managing risks
inherent in various aspect of our business. During
the year, Management of the Company have
evaluated the existing Risk Management of the
Company to make it more focused in identifying
and prioritizing the risks, role of various executives
in monitoring & mitigation of risk and reporting
process. Its aim is to enhance shareholders value
and provide an optimum risk-reward tradeoff.

The Management evaluated various risks and that
there is no element of risk identified that may
threaten the existence of the Company. The
Company''s internal control systems are

commensurate with the nature of its business and
the size and complexity of its operations.
Significant audit observations and follow up actions
thereon are reported to the Audit Committee and
the risk management policy is available on the
website of the company at

https://www.dkenterprises.co.in/

COMPLIANCE WITH THE SECRETARIAL

STANDARDS

The Company has devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that
such systems are adequate and operating
effectively.

CORPORATE GOVERNANCE

It is brought to the notice of the shareholders that
pursuant to provisions of Reg.15 of the SEBI
(Listing Obligation and Disclosure Requirements)
Regulations, 2015, the SME Listed Companies are
exempt from the provisions of Corporate
Governance.

The Company being the SME (Emerge Platform of
NSE) Listed Company, the provisions pertaining to
Corporate Governance are not applicable to the
Company.

VIGIL MECHANISM/ WHISTLE BLOWER

Pursuant to the provisions of Section 177 of the
Act, the Company has adopted a Vigil
Mechanism/Whistle Blower Policy to provide a
platform to the Directors and Employees of the
Company to raise concerns regarding any
irregularity, misconduct or unethical
matters/dealings within the Company.

During the year under review, no complaint was
received under the Vigil Mechanism/ Whistle
Blower Policy of the Company.

DISCLOSURES ON REMUNERATION OF
DIRECTORS AND EMPLOYEES OF THE
COMPANY

Details as required under Section 197(12) of the
Act read with Rules 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (as
amended), are annexed to this Board’s Report
and marked as Annexures - VII.

STATEMENT ON COMPLIANCE WITH THE
MATERNITY BENEFIT ACT, 1961

In accordance with the provisions of the
Maternity Benefit Act, 1961, the Company has
complied with all applicable requirements
relating to maternity benefits for women
employees.

The Board affirms the Company’s continued
commitment to providing a safe and supportive
work environment for women employees and
ensuring full compliance with all statutory
requirements under the Maternity Benefit Act,
1961.

GENERAL

Your Directors confirm that no disclosure or
reporting is required in respect of the following
items as there was no transaction on these
items during the year under review:

i. No application made or any proceeding
pending under Insolvency and Bankruptcy
Code, 2016 as at the end of the Financial
Year 2024-25.

ii. No instance of one-time settlement with any
bank or financial institution.

ACKNOWLEDGEMENTS

The Board of Directors wishes to express its
gratitude and record its sincere appreciation of
the dedicated efforts by all the employees of the
Company towards the Company. Directors take
this opportunity to express their gratitude for the
valuable assistance and cooperation extended
by Banks, Vendors, Customers, Advisors and
other business partners.

Directors are thankful to the esteemed
stakeholders for their support and confidence
reposed in the Company.

By order of the Board
For D.K. ENTERPRISES GLOBAL LIMITED

Sd/-

Mr. RAKESH KUMAR
Chairman cum Managing Director
DIN 08374550

Date: 20/08/2025
Place: Panchkula

---

Mar 31, 2023

Yours Directors ("Board") present this 05^th (Fifth) Annual Report of the company together with the audited financial statements for the financial year ended on 31^st March, 2023.

1. Financial Results (Standalone and Consolidated)

The company financial performance for the period under review along with the previous year figure are given here under:

Particulars	Standalone			Consolidated
	31st March, 2023	31st March,2022		31st March,2023	31st March,2022
Revenue from Operations & Other Income	6815.55		6204.79	14028.74	9422.23
Total Expenditure	6294.21		5800.18	13259.34	8846.42
Earning before finance cost, tax, depreciation & amortisation (EBITDA)	521.34		404.61	769.40	575.91
Finance Cost	(33.48)		(25.28)	(82.64)	(78.44)
Depreciation	(41.16)		(32.40)	(84.25)	(71.83)
Profit before Tax (PBT)	446.70		346.93	602.52	425.54
Tax Expenses	65.01		34.18	172.43	78.55
Profit after year (PAT)	381.69		312.75	430.08	345.69

2. STATE OF AFFAIRS/ COMPANY''S PERFORMANCE

The Company is on the growing path and the dedication of the management and its team has proved this on year on year basis. The Company has witnessed a growth of turnover by 9.84% as compared to the previous year. The Last year turnover of the Company was Rs.6053.13 lakhs which has risen to Rs.6582.29 lakhs. The Company has been able to perform well in the times of tough competition and rising input costs. The efforts of the top management coupled with support from all the stakeholders of the Company

With the increase in the turnover of the Company the profits after tax have also seen a jump to Rs.381.69 lakhs as compared to Rs.312.75 lakhs in the previous year. The Management of the Company is committed to carry on the good work and take the Company to new heights and work for the increase in the value of its stake holders and give them better returns on the investment.

3. DIVIDEND

As per the Dividend Distribution Policy,

dividend payout would have to be determined based on available financial resources, investment requirements and taking into account optimal shareholder return.

Your Directors, considering the good performance and strong cash flow, recommend a Final dividend @ 15% (Rs. 1.5/- per equity shares of Rs.10/- each) of the Company for the financial year 2022-23.

Dividend will be payable subject to the approval of members at the ensuring Annual general Meeting and deduction of tax at source to those shareholders whose names appear in the register of your company as on the record date.

4. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is uploaded on the Company''s website at the following Web-link:https://www.dkenterprises.co.in/uploa ds/1/2/3/9/12390736/dividend policy.pdf

5. TRANSFER TO RESERVES

The profits of the Company have been retained in the Profit and Loss Appropriation Account and no transfer to reserves has been made by the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There were no such transactions during the year.

7. SHARE CAPITAL

There was no change in the share capital of the Company during the year under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change during the year under review.

But Mr. Ajit Singh (DIN: 10197997) was appointed as an Additional Non-Executive Independent Director of the Company in the board meeting held on 25^th August, 2023.

9. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Satguru Engravures is a partnership firm in which the Company holds 80% share. The Consolidated Financial Statement of your Company form part of this Annual Report. Standalone financials of the Partnership Firm are not the part of the Annual Report of the Company but it will be made available upon the request of the members. Statement containing salient features of the financial statement of Satguru Engravures are disclosed in ANNEXURE I.

10. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

11. DEPOSITS

During the year under review your company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the financial year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in the future.

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the audit reports your Company undertakes corrective action in their respective areas and strengthens the controls. The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy, code of conduct for regulating, monitoring and reporting insider trading and such other procedures for ensuring the orderly and efficient conduct of its business, prevention and detection of frauds and errors, accuracy and completeness of the accounting and timely preparation of financial information.

14. MAINTENANCE OF COST AUDITOR REPORT AND COST RECORDS

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

15. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

Your Company has always provided a safe and harassment free workplace for every individual especially for women in its

premises through various policies and practices. Your company has been actively involved in ensuring that the clients and all the employees are aware of the provisions of the POSH Act and rights thereunder. There was no complaint received by the Company during the financial year 2022-23 under the aforesaid Act.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the year under review, related party transactions (RPTs) entered into by the Company with related parties as defined under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were reviewed / approved by the Audit Committee and were entered into in the ordinary course of business and on an arm''s length basis. There were no materially significant transactions entered into with the related parties that may have potential conflict with the interests of the Company at large.

The related party transactions as approved by the Board are disclosed in ANNEXURE II.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans or investment made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

However, the Company stands a Corporate Guarantor to M/s Satguru Engravures in compliance with the provisions of section 186 of the Companies Act, 2013 read with rules made thereunder and the details of guarantees under section 186 of the Act are given in the Financial Statements forming part of the Annual Report.

18. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is furnished in Annexure - III and is forming part of this report.

19. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors have carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.

20. STATUTORY AUDITORS

As per the requirement of section 139(2) of the Companies Act, M/s Deepak Jindal & Co., Chartered Accountants, (Firm Registration No.023023N), Chandigarh were appointed as the Statutory Auditors of the Company for a term of 5 (Five)

consecutive years till the Annual General Meeting held for the financial year ending on 31^st March, 2024. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

The Board has examined the Auditors'' Report to the accounts and clarifications, wherever necessary, have been included in the notes to the accounts. Further, the Auditors Report does not contain any qualifications, adverse or disclaimer remarks. No fraud has been reported by the Auditors to the Audit Committee or the Board.

21. SECRETARIAL AUDITORS

The Company has appointed Mr. Vishal Arora, Practicing Company Secretary (FCS no. 4566 and CP no. 3645), as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 202223 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 202223 is annexed herewith and forms part of this report as Annexure IV.

22. INTERNAL AUDITOR

M/s Datta Singla & Co. Chartered Accountants, Chandigarh, were appointed as internal auditors by the Board for the financial year 2022-23 and who have issued their reports on half yearly basis.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the

Companies Act relating to Corporate Social

Responsibility are not applicable.

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company''s website at

https://www.dkenterprises.co.in/annual-return.html

26. INFORMATION ON BOARD MEETINGS AND GENERAL BODY MEETINGS

During the financial year under review, Meetings were held in compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Meetings.

Details of the meetings are given in the ANNEXURE-VI which forms part of this Annual Report.

27. COMMITTEES OF THE BOARD

The various Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees are constituted by the Board according to their respective roles and defined scope:

ii. Audit Committee,

iii. Nomination and Remuneration Committee,

iv. Stakeholders Relationship Committee,

Details of the composition, terms of reference and number of meetings held for respective committees are given in ANNEXURE-VI.

The Company has adopted Code of Conduct for its Directors and senior management personnel and the same can be accessed using the following

https://www.dkenterprises.co.in/uploads/! /2/3/9/12390736/code_of_conduct_for_pr evention_of_insider_trading.pdf

All Directors and senior management personnel have affirmed compliance with the Code of Conduct and Ethics for Directors and Senior Management.

28. DIRECTORS RESPONSIBILITY STATEMENT

a. Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

b. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

c. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

e. The directors have prepared the annual accounts on a going concern basis;

f. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

g. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.

h. Further, there are no more qualifications, reservations or adverse remarks made by the statutory auditor/secretarial auditor in their respective reports.

29. DECLARATION OF INDEPENDENT

DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section

149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis as per Annexure — V, which includes details on review of operations, performance and future outlook of the Company, is annexed hereto and forms part of this report.

31. RISK MANAGEMENT

Risk management is a continuous process which is being taken care by the top Management of the Company. Volatility in prices of the raw material and the exchange rate fluctuations are the major concerns. The company has to take various steps to mitigate such risks and a regular process is being followed by the Management to do so. The other major risks are being identified by the company in areas of operations, financial processes, human resources and statutory compliance.

32. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meeting have been complied with by the Company.

33. CORPORATE GOVERNANCE

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and

accountability thereby upholding the important dictum that an Organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not

applicable to the company.

34. VIGIL MECHANISM/WHISTLE BLOWER

In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations,2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism i.e whistle blower policy may be accessed on the Company''s website

i.e.

https://www.dkenterprises.co.in/uploads/1

/2/3/9/12390736/vigil_mechanism_and_w

histle_blower_policy.pdf

The policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about leakage of unpublished price sensitive information (UPSI), illegal and unethical behavior to the Chairman of the Audit Committee.

During the year under review, the status of the concerns or complaints reported stands as follows.

No. of concerns or complaints outstanding as at 01st April, 2022	Nil
No. of concerns or complaints received during the year	Nil
No. of concerns or complaints resolved during the year	Nil

No. of concerns or complaints	Nil
outstanding as at 31st March,
2023

35. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is presented in a separate section forming part of this Annual Report as ANNEXURE VII.

36. ACKNOWLEDGEMENTS

Your directors place on record their gratitude to the Central Government, various State Governments and Company''s Bankers and advisors for the valuable advice, guidance, assistance, cooperation and encouragement they have extended to the Company from time to time. The Directors also take this opportunity to thank the company''s customers, suppliers and shareholders for their consistent support to the Company. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By order of the Board

For D.K. ENTERPRISES GLOBAL LIMITED (Formerly Known as D.K. Enterprises Global Hub Limited)

Sd/-

Mr. RAKESH KUMAR Chairman cum Managing Director DIN 08374550

Date: 25.08.2023 Place: Panchkula