D.K. Enterprises Global Ltd Directors Report

To the Members of

D.K. ENTERPRISES GLOBAL LIMITED

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/ COMPANYS PERFORMANCE

Consolidated revenue of the Company from operations was Rs15512.34 Lacs in FY2024-25, which was 7.78% higher than the consolidated revenue of Rs14391.51 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 Rs820.84 Lacs in FY2024-25 as against Rs680.72 Lacs in FY2023-24. Profit for the year stood at Rs567.38 Lacs in FY2024-25 as compared to Rs464.85 Lacs in FY24.

Standalone revenue from operations was Rs7345.04 Lacs in FY2024-25 which was 13.76% higher than Rs6456.39 Lacs in FY2023-24. The profit before and after tax for FY2024-25 were Rs590.55 Lacs and Rs497.12 Lacs, respectively as compared to Rs497.12 Lacs and Rs417.17 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 Rs2/- per Ordinary/ Equity Share of face value Rs10/- 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 Companys 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:

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 Auditors 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 COMPANYS 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 companys operations in the future.

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

The Companys 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 arms 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 Rs1,000 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 NonIndependent 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 Auditors 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 Companys 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 Companys 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 Boards 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 Companys 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.