DB (International) Stock Brokers Ltd

To

The Members,

The Board of Directors presents the Thirty-Third (33^rd) Integrated Annual Report of DB

(International) Stock Brokers Limited (“the Company” or ) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended as on 3 I^s1 March 2025.

1. FINANCIAL RESULTS

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

During the reporting Financial Year, your directors inform you that there was a slight decrease in the overall revenue and the Company is able to maintain a healthy growth.

Your directors are confident in achieving higher revenue and profits in the coming years too. as the opportunities arc huge and your company is capable of exploiting the same productivity

2. STATE OF COMPANY'S AFFAIRS AND CHANCE IN NATL KE OF BUSINESS

The Company recorded total revenue of Rs. 4209.84 Lakh for the financial year ended March 31, 2025, representing a slight decrease from Rs. 4825.71 Lakh in the previous year. Net profit before tax for the year dropped to Rs. 578.74 Lakh reflecting a notable de-growth from 904.78 Lakh in the prior year.

The Company remains actively engaged in the Stock Broking business, continuing to strengthen its position in the market.

There have been no changes to the Company's business operations during the financial year ending March 31,2025.

3. DIVIDEND AM) TRANSFER TO RESERVES

The Board of Directors has chosen not to recommend any dividend for the financial year ended March 31. 2025.

After careful consideration, the Board deemed it more prudent to reinvest the profits back into the Company's operations. This decision aims to fortify the Company's reserve base, which will, in turn, support future growth and expansion.

Consequently, the Board has resolved to retain the entire profit within Retained Earnings. As such, no amount has been transferred to General Reserves for the year ended March 31,2025.

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

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

5. CAPITAL STRUCTURE Authorized Share Capital

The Authorized Share Capital of the Company as of the date 31 March 2025 remains unchanged at ? 10,00,00.000 (Rupees Ten Crorc Only) equity share capital divided into 5.00,00,000 Equity Shares of? 2 each.

Paid up Share C apital

The Paid-up share capital as of 31* March 2025 stands at ? 7,00,00,000/- (Rupees Seven Crorc Only) comprising 3,50.00,000 equity shares of? 2/- each fully paid up.

6. DEPOSITS

During the Financial Year 2024-25, 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

There arc no significant changes or new commitments that would impact the financial position of the Company from the conclusion of the Financial Year covered by these Financial Statements up to the date of this report.

This means that, aside from the financial results presented in the statements, no events, transactions, or obligations have arisen during this period that would materially alter the Company's financial standing or performance.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company proudly holds a 99.99% stake in its wholly owned subsidiary. Daga Business (International) Stock Brokers (IFSC) Private Limited.

In accordance with the requirements set forth under Section 134(3) of the Companies Act, 2013, along with Rule 8 of the Companies ( Accounts) Rules. 2014, we have enclosed a statement highlighting the key features of the subsidiary's financial statements in the prescribed Format AOC-1, which can be found in Annexure-lX to this report.

Additionally, the Company does not have any Joint Ventures or Associate Companies during the Financial Year or up until 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 tbnns part of this report.

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

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Hoard, 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.

As required by Regulation 34 of the Securities and Exchange Hoard 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”.

During the Financial Year 2024-25. the provisions of Section 135 of the Act applied to the Company accordingly, the Company has spent over two percent of the average net profits of your Company during the three preceding financial years i.e. ^ 19,00,000 (Rupees Nineteen Lakhs Only) towards CSR activities.

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

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

• Towards Upliftment of Tribal Communities all across India, several categories together with Vanvasi Kalvaan Aashram.

• 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.

• 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 DB Foundation.

The CSR policy is available at httns://vvvwv.dbonline.in/Cornorate Social Resnonsihilitv.aspx 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.

During the Financial Year 2024-25, 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 18b of the Act.

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 2024-25 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.

In accordance with the provisions of Sections 139, 142. and other applicable sections of the Companies Act, 2013, along with the Companies (Audit and Auditors) Rules. 2014, and the Listing Regulations as amended from time to time (including any statutory modifications or amendments), it has been recommended and approved by the Audit Committee, and subsequently by the Board of Directors, that M/S ATK & Associates. Chartered Accountants (Firm Registration Number: 018918C). will continue to serve as the Statutory Auditors of the Company. Their appointment will remain in effect until the conclusion of the 36th Annual General Meeting (AGM).

The remuneration for their services will be determined on a progressive billing basis, with the specific terms and amounts to be agreed upon between the Auditors and the Board of Directors. This decision ensures that the Company maintains a high standard of financial scrutiny and compliance with statutory auditing requirements.

There were no qualifications, reservations, adverse remarks, or disclaimers made by M/s. ATK & Associates (Firm Registration No. 01891 SC) Statutory Auditors in their Audit Report.

M/s Surya Gupta & Associates. Practicing Company Secretaries in their Audit Reports for the FY 2024-25 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 “Annexu re-ill” to this Report.

Explanations or comments by the Board on even qualification, reservation adverse remark, or disclaimer made- Due to some internal technical issue, the Conqxiny had made the intimation as soon as possible in the fast half of theft's! 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^lh February, 2019. a report on Secretarial Compliance issued by

M/$. Surya Gupta & Associates, for the year ended 31⁵' March, 2025, has been submitted to Stock Exchange and the same is also available on the website of the Company at

Note: For the Financial year 2025-26, the Board of Directors appointed M/s Surya Gupta &. Associates, Practicing Company Secretaries to conduct the Secretarial Audit.

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.

As of 31^st March. 2025. the Company's Board of Directors consists 6 Directors comprising an optimum combination of Executive and Non-Executive Directors including one woman director.

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

• Ms. Shikha Mundra holds the post of Executive Women Director and Mr. Sachin Kumar Rathi holds the post of Non-Executive Non- Independent Director during the Financial Year.

• Mr. Milap Chand Bothra. Mr. Harak Chand Sogani and Mr. Chakraworty Bansal are the continuing Non-executive 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.

Further. Mr. Tarun Kansal has resigned with effect from 1st February, 2025, due to his preoccupation and other personal commitments. Ms. Sunita Sadani was appoionted as Non-Executive Independent Directors of the Company with effect from 15th January 2025 resigned due to her personal commitments with effect from 12th February. 2025.

The Company had approved the appointment of Mr. Chakraworty Bansal as Non-Executive Independent Directors of the Company with effect from 15th January 2025.

19. DIRECTORS APPOINTMENT AM) REMUNERATION

The Company has established and rigorously adheres to comprehensive policies regarding the appointment and remuneration of directors.

These policies include clear criteria for evaluating qualifications, assessing positive attributes, determining the independence of directors, and addressing all other matters as stipulated under sub-section (3) of Section 17X of the Companies Act, 2013. The Company ensures full compliance with both the letter and the spirit of these provisions, upholding the highest standards of governance and transparency.

20. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of Listing Regulations mandates that the Hoard 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.

21. 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.dbonlinc.in/Annual Return 1 ,aspx

22. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company is deeply committed to upholding the highest standards of ethical, moral, and legal business conduct. In line with this commitment, the Board of Directors has established a robust Whistle Blower Policy, strictly compliant with the provisions of Section 177(9) of the Companies Act and the relevant Listing Regulations. This policy empowers employees to raise concerns about any form of discrimination, harassment, victimization, or other unfair practices in a safe and confidential manner.

The policy offers a clear framework and process for employees to voice concerns without fear of retaliation. Detailed information about the Whistle Blower Policy and the Vigil Mechanism can be found in the Corporate Governance Report, which is an integral part of this document.

Furthermore, a quarterly report summarizing the whistle blower complaints received is presented to the Audit Committee for thorough review. This mechanism ensures strictly compliance with the Act and is designed to foster a culture of transparency and accountability. The policy is also easily accessible on the Company's website at https://ww w.dbonline.in/

23. PREV ENTION 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-cicarancc 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. The policy is also easily accessible on the Company's website at https://w ww.dl)online.in/

All Board Directors and the designated employees have confirmed compliance with the Code of conduct related to Inside 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 https://www.dhonline.in

24. CODE OF CONDUCT

Your Company has in place, a Code of Conduct all Board Members and Senior Management Personnel 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, lor the FY ended 31st March. 2025. A declaration signed by the Managing Director to this effect is annexed hereto as “Annexure VII". flic Code of Conduct is available on the Company's website www.dbonIine.com.

25. POLICIES

As per the Fisting Regulations, all listed companies are required to formulate specific policies to ensure transparency and governance. Our Company has complied with these requirements and made all relevant policies available on our website at www.dhonline.com for easy access by stakeholders.

26. CIO 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 “Annexurc-VIII”. forming part of this Report.

27. 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

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

28. BOARD MEETINGS

During the financial year under review, the Board of Directors of the company met Four (4) 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 (I) of the Act read with Rules made thereunder.

The details of the year under review arc presented hereunder:

The Non-Executive Independent Directors of the Company have provided a declaration affirming that they continue to meet the criteria outlined for Independent Directors under Section 149(6) of the Companies Act and Regulation 16 of the Listing Regulations.

Additionally, in accordance with Rule 8(5)(a) of the Companies (Accounts) Rules, 2014. as amended, the Hoard of Directors affirms that, in its opinion, all Independent Directors appointed during the Financial Year 2024-25. as approved by the Members, are individuals of impeccable integrity and possess the relevant expertise and experience essential for the role.

Moreover, the Independent Directors have successfully completed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs, further underscoring their commitment to excellence and continuous professional development.

In accordance with the provisions of Section 134(5) of the Companies Act, the Board of Directors of vour Company, to the best of their knowledge, understanding, and the information provided to them, confirm the follow ing:

• The preparation of the annual Financial Statements for the Financial Year ended 31⁵¹ March 2025 has been done in accordance with the relevant accounting standards, with no significant deviations from the prescribed norms.

• The Company has adopted consistent accounting policies and has made sound judgments and reasonable estimates to ensure the financial statements present a true and accurate picture of the Company's financial position as of the end of the financial year, as well as its performance during the period.

• Adequate measures have been taken to maintain accurate and comprehensive accounting records in line with the requirements of the Act. to safeguard the Company's assets and prevent any fraudulent activities or irregularities.

• The annual financial statements have been prepared assuming the Company will continue as a going concern.

• The Directors have implemented effective internal financial controls, which arc adequate and functioning as intended.

• The Directors have established reliable systems to ensure compliance with all relevant laws and regulations, and these systems are effective and operating as designed.

The assessment and appointment of Members to the Board arc 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.

The company has Six Committees of Board, via

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Independent Directors Committee

• 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".

During the year under review, the Independent Directors of the Company held a separate meeting, without the presence of Non-Independent Directors or management, to conduct an in-depth review of several key aspects.

The meeting focused on assessing the performance of the Non-Independent Directors, as well as the overall effectiveness of the Board, which w^ras found to be satisfactory. Furthermore, the Independent Directors evaluated the quality, timeliness, and clarity of the information shared between the Company's management and the Board. This review ensured that the communication channels remained transparent, efficient, and aligned with the Company's strategic objectives, facilitating smooth decision-making.

Your Company strictly adheres to the relevant Secretarial Standards issued by the Institute of Company Secretaries of India, which have been approved by the Central Government under Section 118( 10) of the Companies Act. This commitment ensures compliance with best corporate governance practices, fostering transparency and accountability.

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 “Annexurc 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-Third AGM.

Shareholders may request a copy of this information from the Company Secretary.

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://ww\v.dhonline.in/I)isclosurcs Under Regulation 46.aspx.

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 2024-25, no instance of sexual harassment were received or pending at any workplace of the company.

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

In accordance with Regulation 34(3) read with Schedule V of the l isting Regulations, a comprehensive Management Discussion and Analysis Report is attached as "Annexurc-r and forms an integral part of this Annual Report.

This report provides an in-depth overview of the industry landscape, key developments, opportunities, challenges, and performance of the Company. It also covers the Company's internal control systems, their effectiveness, risk management frameworks, and other significant developments during the Financial Year 2024-25.

No significant or material orders have been passed by any regulators, courts, or tribunals that would impact the going concern status of the Company or its operations in the future. The Company remains in a strong position to continue its business operations without any adverse effects from legal or regulatory decisions.

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 arc 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. 01X9ISC') 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).

The Company is not required to maintain the cost records and accounts as specified under section 14X of the Act as it is not applicable to the Company.

During the year under review, any Application is neither made nor there is any proceeding pending under the Insolvency and Bankruptcy Code. 2016.

This clause is not applicable to the company, for the Financial Year 2024-25.

The statements included in the Board's Report and the Management Discussion and Analysis may contain forward-looking information, as defined under the applicable securities laws and regulations. These statements reflect the Company's expectations, plans, and projections for future performance, based on the current understanding of the market and industry trends.

It is important to note that such forward-looking statements arc subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. These factors may include changes in economic conditions, fluctuations in market demand, alteration in government regulations, tax policies, and other relevant statutes. Additionally, market forces, including competition, consumer preferences, and unforeseen events, can impact the Company's operations and performance.

While the Company strives to ensure that these forward-looking statements are based on reasonable assumptions, there can be no assurance that these projections will be realized. The actual outcomes could be influenced by a variety of external factors and inherent risks associated with the business environment. Therefore, investors and stakeholders arc cautioned not to place undue reliance on these statements, as they involve inherent uncertainties and may be subject to change due to evolving circumstances

The Directors wish to extend their heartfelt appreciation for the unwavering cooperation and support received from the Company's esteemed bankers, regulatory bodies, stakeholders, and valued business associates. Their continued encouragement and trust have been pivotal in driving the Company's progress throughout the year under review.

A special note of gratitude is reserved for the dedication and exceptional commitment demonstrated by the Company's executives, officers, and staff at every level. Their tireless efforts have been instrumental in achieving the Company's remarkable performance, and we sincerely acknowledge their contributions.

We also take this opportunity to express our deep appreciation to our shareholders for their ongoing trust, belief, and support, which remain the cornerstone of our success. Your confidence in the Company inspires us to continuously strive for excellence, and we look forward to maintain this mutually rewarding relationship in the years ahead. We remain optimistic about the future and anticipate even greater accomplishments together.