D.K. Enterprises Global Ltd Directors Report

To the Members of

D.K. ENTERPRISES GLOBAL LIMITED

Yours Directors (“Board") present this 06^th (Sixth) Annual Report of the company together with the audited financial statements for the financial year ended on 31^st March 2024.

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:

(^.In Lacs)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	6456.39	6582.29	14391.51	13862.67
Other Income	269.18	233.26	211.47	166.07
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	608.31	521.32	903.45	769.40
Less: Depreciation/ Amortisation/ Impairment	59.00	41.16	131.21	84.25
Profit /loss before Finance Costs, Exceptional items and Tax Expense	549.31	480.16	772.24	685.15
Less: Finance Costs	52.19	33.48	91.52	82.64
Profit /loss before Exceptional items and Tax Expense	497.12	446.68	680.72	602.51
Add/(less): Exceptional items	0.00	0.00	0.00	0.00
Profit /loss before Tax Expense	497.12	446.68	680.72	602.51
Less: Tax Expense (Current & Deferred)	79.95	65.01	215.87	172.44
Profit /loss for the year (1)	417.17	381.67	464.85	430.07

2. STATE OF AFFAIRS/ COMPANYS PERFORMANCE

The Company is on the right track and this year a small dip in the turnover has not impacted the profitability of the Company. The dedication and hard work of the management and its zeal to do better and better has helped the company to scale new heights and the management is committed to carry on with the same zeal. The Last year turnover of the Company was ^6815.55 Lacs as compare to current year turnover of ^. 6724.941 Lacs. 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 has led to this continuous growth.

The profits after tax have seen a jump to ^.416.532 lacs as compared to ^.381.690 lacs 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. These consistent endeavors have helped the Company to build a strong foundation for future growth.

3. DIVIDEND

The Board of Directors of your company is pleased to recommend a dividend of ^. 2 per equity share of the face value of ^. 10/- each (@20%), payable to those Shareholders whose names appear in the Register of Members 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 Companys 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.

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

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

There were no such transactions during the year.

7. 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.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Appointment/Re-appointment/Cessation of Directors:

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

(a) Mr. Ajit Singh was appointed as Independent Director with effect from 25^th August 2023;

(b) Mr. Khagesh Kaushal resigned as independent director with effect from 14^th November 2023.

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) Mr. Rakesh Kumar (DIN: 08374550) Chairman cum Managing Director who has attained the age of 70 years, his continuation on the post has been recommended by the Board which is being placed for the approval of the members of the company in the Annual General Meeting. The office of Mr.

Rakesh Kumar will remain to be liable by rotation.

(b) The change in designation of Mr. Dhruv Rakesh (DIN: 08374549) the Executive Director to Whole Time director has been proposed by the Board of Directors subject to the approval of the members in the ensuing Annual General Meeting.

(c) Key Managerial Personnel

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

As on the date of this report, the Company has Four Key Managerial Personnel as per the Companies Act, 2013 i.e., Managing Director, 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	Ms. Rekha Bansal	Whole-Time Director
3	Mr. Baljeet Singh	Chief Financial Officer
4	Ms. Indu Bala	Company Secretary

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 forms 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. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any fixed deposit under Sections 73, 74, 75 and 76 of the Companies Act, 2013 from the public.

12. MAJOR EVENTS OCCURRED DURING THE YEAR

No Material changes affecting the financial position have occurred between the end of the financial year and the date of the report.

13. 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.

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

The Company has well established Internal Control Systems commensurate with the size and nature of its business and are adequate to ensure compliance with various internal processes and procedures as well as with various statutory and legal requirements. The Internal Auditors of the Company review the Internal Financial Controls and their findings and recommendations are reviewed by the Audit Committee.

15. 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 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

16. 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 2023-24 under the aforesaid Act.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosure of transactions with related parties is set out in Note 43 of Standalone Financial Statements, forming part of the Annual Report & Annexures thereto.

No material related party transactions were entered during the Financial Year under review, by your Company and hence the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in Form AOC -2, is not applicable to your Company.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

19. 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.

20. 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 05^th January, 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

21. 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 Statutory Auditors of the Company in the First Annual General Meeting, for a period of five years commencing from FY 2019-20 to FY 2023-24 (i.e. from the conclusion of the First Annual General Meeting till the conclusion of Sixth Annual General Meeting).

The Company has received a certificate from the Auditors to the effect that reappointment of their term, if made, would be within the limits prescribed under Act and that they are not disqualified for reappointment. Board has recommended the re-appointment of their term. Members are requested to consider their re-appointment.

The notes on financial statement referred to in the Auditors Report are self-explanatory and there are no qualifications, reservations or adverse remarks in their report. There are no frauds reported by auditors under subsection (12) of section 143 of the Companies Act, 2013.

22. 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 202324 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 202324 is annexed herewith and forms part of this report as Annexure III.

23. INTERNAL AUDITOR

M/s Datta Singla & Co. Chartered Accountants, Chandigarh, were appointed as internal auditors by the Board for the

financial year 2023-24 and who have issued their reports on half yearly basis.

24. 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.

25. CORPORATE SOCIAL RESPONSIBILITY

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

26. ANNUAL RETURN

The Annual Return of the Company as on 31^st March 2024 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/

27. 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.

28. 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;

iii. Stakeholders Relationship Committee.

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

28. 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.

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

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/

32. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

33. 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.

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 Companys 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 2023	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 outstanding as at 31st March 2024	Nil

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: 27.06.2024
Place: Panchkula

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