Doms Industries Ltd Management Discussions

<dhhead>Management Discussion and Analysis</dhhead>

Economy

Global Economy

In CY 2024, the global economy steadily grew by 3.2% exhibiting its resilience against the volatile global economic landscape such as geopolitical uncertainties, supply chain disruptions and shifts in monetary policy. The Emerging Market and Developing Economies (EMDEs) grew by 4.2% whereas, the advanced economies grew by 1.7%. Additionally, the emerging markets in Asia demonstrated a high demand across various sectors. Inflationary pressures continued to ease due to aggressive tightening measures by central banks, including the US Federal Reserve, with global headline inflation moderating to 5.8% in CY 2024.

The US economy stayed resilient during the year with high employment rate, robust consumer spending and high business investment. Prevailing geoeconomic uncertainties have adversely impacted global investor sentiment indicated by rising term premiums on long-term government bond yields across most G7 countries. In response, many central banks worldwide have eased monetary policy to stimulate economic growth. The US Federal Reserve reduced interest rates by a whole percentage point since last year to inject liquidity into the economy.

Going forward the global economic output is likely to grow gradually as downside risks remain. The easing of monetary policies is expected to create a more favourable environment for sustained economic growth. While challenges persist, particularly geopolitical tensions, the tariff war as well as structural constraints in key emerging markets such as China, sustained government initiatives and a commitment to medium-term fiscal consolidation will play an important role in driving a stable and inclusive growth trajectory. Moreover, the US-led tariff war can disrupt the global supply chain in the coming years. Global investor sentiment remains subdued in the medium term, with the depreciation of global currencies against the US dollar continuing to be a cause for concern. On a positive note, the de-escalation of conflict between the Middle East and Europe offers some stability to the geopolitical landscape.¹

Indian Economy

India remains one of the fastest-growing major economies in the world with an estimated GDP growth rate around 6.5% in FY 2024-25, demonstrating its resilience amid global economic challenges.² This robust growth is supported by the Government of India’s relevant policies and transformative programmes that helped reshape the business landscape.

The creation of a business-friendly environment has led to a significant increase in investments including substantial foreign direct investments (FDI) which remained critical in boosting economic growth. In addition to surplus investments, a rise in private consumption further contributed to the economy’s growth during the reporting year.

India’s emergence as a preferred investment destination is fuelled by a proactive policy framework and a vibrant business environment. Initiatives like China +1 strategy and ‘Make in India’ boosted investor confidence, driving increased spending. Meanwhile, competing labour costs and strategic incentives such as the Production Linked Incentive (PLI) continue to attract corporates.

In the coming years, the outlook for the Indian economy remains positive, supported by rising consumer demand, improved investment activity and policy support. The strong growth curve of India implies that it will become the third largest economy by FY 2028. Additionally, the tax relief proposed in budget 2025-26 will boost the urban spending, thereby increasing productivity and economic growth in the coming years. Retail inflation is also showing signs of easing, which will strengthen the economy as a whole.

While global headwinds such as geopolitical risks, growing US tariffs and financial market fluctuations persist, India’s strategic policy measures such as diversifying export markets, enhancing domestic production capacities and implementing structural reforms are strengthening its position within global supply chains and providing a solid foundation for sustained growth.

Industry Review

Stationery Industry

Global Industry

The global stationery industry is described as fragmented where many large and medium size players operate and intensify the competition. The key focus of the global stationery industry remained on product differentiation through the introduction of new and innovative products and expanding their online presence. In CY 2024, the global stationery products industry size attained a market value of USD 158.39 billion. The key players of this industry were also involved in relevant acquisition and partnership activities which helped in expanding their presence and strengthening their market position. The global stationery and office supplies industry was shaped by various emerging trends, particularly the growing demand for sustainable stationery products. During the reporting year, the Asia Pacific region dominated the global stationery industry with a market share of 37.00%.³ The dominating position of the Asia Pacific region can be attributed to both expanding educational institutes and an increase in the working population.

The global art stationery industry, which overlaps with the broader stationery sector, recorded a market size of USD 14,581.2 million in CY 2024. The North American region played a significant role in the growth of the global art stationery industry, accounting for ~40% of the global market share and generating a total revenue of USD 5,832.48 million during the same period.⁴

The growth of the global art stationery industry was driven by an increased focus on art education and curriculum development. Major industry players invested heavily in the development and introduction of new and improved art materials that can cater to evolving market demand.

The global stationery industry is projected to grow from USD 165.87 billion in CY 2025 to USD 238.46 billion by CY 2032, exhibiting a CAGR of 5.32% during the forecast period. During this forecast period, the North American and Asia Pacific regions are expected to make significant contributions to the sector’s growth, with projected increases of 3.4% and 7.2%, respectively.⁵

The outlook for the global stationery industry remains positive. The growth in the global stationery industry is expected to continue and the industry is projected to grow at a CAGR of 5.32% between 2025-2032. In the coming years, the Asia Pacific region is expected to exhibit stable growth owing to the rapidly expanding working population and increasing educational institutes in regions such as China, Japan and India. In addition to this, the North American region is anticipated to exhibit a steady growth in the coming years.

Geography-wise market share in stationery and art materials industry (CY27P)

Product Innovation

Key players in the global stationery industry are ramping up their investments in research and development to innovate products such as digital notebooks and erasable pens that help the industry cater to modern consumers.

Growth in Higher Education

The demand for higher education is projected to experience massive growth, with a CAGR of 10.1% from 2025 to 2029. This expansion in the global education sector is expected to drive an increased demand for stationery products.⁶

Personalised Stationery

The global personalised stationery industry has been experiencing significant growth and is expected to expand further and attain a market size of USD 19.32 billion by CY 2032. This progress is likely to drive increased revenue generation in the coming years.⁸

Rise in the Retail Industry

The global retail industry is projected to experience robust growth at a CAGR of 7.65% from 2025 to 2030. This expansion is expected to drive the growth of the global stationery industry by increasing the accessibility of relevant products.⁷

3https://www.fortunebusinessinsights.com/stationery-products-market-104633

4https://www.cognitivemarketresearch.com/art-supplies-market-report

5https://www.cognitivemarketresearch.com/art-supplies-market-report

6https://www.thebusinessresearchcompany.com/report/higher-education-global-market-report#

7https://www.mordorintelligence.com/industry-reports/retail-industry?network=g&source_campaign=&utm_source=google&utm_medium=cpc&matchtype=p&device=c&gad_

source=1&gclid=CjwKCAjwp8--BhBREiwAj7og1z0XDl23gX64gYwGv_R6YHt_uwj9CaxTZcPB9yeJI6QzzPSdEYWSWxoCQhEQAvD_BwE

8https://www.marketresearchfuture.com/reports/personalized-stationery-market-36733

Indian Industry

The Indian stationery industry has evolved considerably over the years, transitioning from a fragmented, price-sensitive commodities market to a more brand-driven and structurally organised sector. This transformative journey from unorganised to organised sector is associated to improved retail penetration, continuous product innovation and supportive policy measures such as National Education Policy (NEP). The Indian stationery industry is highly diverse, with a large number of players operating within the industry. In FY 2025 the growth in the Indian stationery industry was supported by rising literacy levels, an expanding student population and growing disposable income. These factors have significantly influenced consumer preferences, shifting the demand towards premium and branded products. The Indian stationery industry includes paper products, writing instruments, art supplies, school stationery and office supplies. As a significant segment of the retail industry in India, the industry leverages its extensive retail network to cater to diverse consumer demands. Industry leaders are continuously evolving their marketing strategies to tap into larger markets and expand their consumer base.

In the forthcoming years, the Indian stationery industry is anticipated to exhibit consistent growth. This growth in the industry will be supported by various factors, including increasing educational spending and the steady introduction of innovative products.

Trends in the Indian stationery industry

• The rapid pace of urbanisation in India has contributed to the growth of the stationery industry, supported by higher disposable incomes and a consequent rise in demand for educational and office supplies.

• Growing consumer inclination towards luxury and personalised stationery, often influenced by social media trends, has fuelled demand for premium and branded products.

• The increasing presence of organised players in the Indian stationery market has helped enhance product quality and adopt innovative marketing approaches.

• The Government’s ‘Make in India’ initiative, coupled with stringent Bureau of Indian Standards (BIS) regulations, has encouraged domestic manufacturing while ensuring adherence to the highest quality standards.

Government Initiatives

• PM SHRI

PM SHRI Schools (PM Schools for Rising India) was implemented to support quality education, cognitive development and impart industry-relevant knowledge to the students.

• Samagra Shiksha

Samagra Shiksha was implemented to offer quality education within an inclusive and equitable classroom environment for all students.

• SWAYAM Plus

The introduction of SWAYAM Plus focused on skill development, employability and promoting stronger industry partnerships, thereby revolutionising higher education.

• Pradhan Mantri Vidyalaxmi (PM-Vidyalaxmi) Scheme⁹

The PM-Vidyalaxmi Scheme aims to ensure that no student is deprived of the opportunity to pursue higher education due to financial constraints. Under this scheme, financial assistance is provided for loans of up to 10 lakhs for higher education in domestic institutions.

• Foundational Literacy and Numeracy

As outlined in the New Education Policy, a key priority is to achieve universal foundational literacy and numeracy (FLN) in primary schools and beyond by the year 2025.

Growth Drivers

• Growth in Educational Institutes

The Union Budget 2025-26 focused on expanding the number of institutions and seats in key academic institutes. This development in India is expected to drive the demand for educational supplies including stationery, in the coming years.

• Brand Identity

With strong growth in a business environment, the need for effective marketing to enhance brand identity is expected to drive the customised stationery industry, thereby positively impacting the growth of the Indian stationery sector.

• Growth in Private Academic Institutes

The number of students applying for private coaching has been on the rise, leading to increased consumer spending on stationery products, supporting the expansion of the Indian stationery industry.

• Favourable Demographics

India’s large youth and working-age population play a pivotal role in supporting the growth of the stationery industry, steadily driving demand for educational and office supplies.

• Rising Literacy Rates

The continuous rise in literacy levels across the country is fuelling demand for educational stationery, thereby contributing to the expansion of the domestic market.

• Growing Trend of Stationery as Gifts

The popularity of stationery kits and combination sets as gifting options for various occasions has increased consumer uptake, leading to higher sales volumes and accelerating overall market growth.

Diaper industry

Global Industry

The global diaper industry exhibited strong growth and, in CY 2024, attained a market size of USD 63.75 billion. The growth in the global industry during the reported year was supported by rise in birth rates, changing consumer preferences, increase in women participation in the workforce and developments in the retail infrastructure. Moreover, increased awareness regarding the importance of proper baby hygiene amongst parents also positively impacted the growth of the global diaper market.

The Asia Pacific region remained one of the largest contributors to the growth of the diaper industry. The industry’s growth is driven by factors like rising birth rates, urbanisation, the convenience of disposable diapers, and the expansion of e-commerce and market penetration, especially in the Asia Pacific region.

The global diaper industry is a highly competitive, with key players competing on brand recognition, product innovation, distribution network and pricing strategies.

The leading global players of this industry are increasingly focusing on developing sustainable products to minimise environmental impact. These environment-conscious initiatives helped the global industry to enhance consumer satisfaction by implementing eco-friendly practices in baby care. Moreover, the eco-friendly diapers are made from sustainable materials like bamboo and sugarcane, offering features such as improved absorbency, softness and breathability to prevent irritation.

In the coming years, the global diaper industry is expected to register strong growth and attain a market size of USD 93.84 billion by CY 2029.¹⁰ The growth is expected to be supported by rising parental awareness, a growing focus on sustainable diapers, premiumisation, social media influence, government initiatives, and increasing health and wellness concerns.

Industry leaders are also rapidly adapting to emerging trends, such as innovations in diaper technology, customisation, collaborations and partnerships, e-commerce and online retailing. In the coming years, the Asia Pacific region is expected to maintain its position as the fastest-growing market. Moreover, the global industry can capitalise on the rising demand for diapers in emerging economies, ensuring sustainable growth.

Indian Industry

The Indian diaper industry witnessed significant growth, and in 2024, it attained a market size of USD 1.7 billion. This growth was driven by rising disposable incomes, increasing birth rate and greater awareness of hygiene. Along with this, the rising concern among parents regarding the overall health and hygiene of their infants contributed to the domestic industry’s growth as well.

During the reporting year, investment in research and development increased to introduce ultra-absorbent, breathable and skin-friendly diapers that minimise the risk of rashes and irritation. Additionally, features such as wetness indicators, stretchable waistbands and hypoallergenic materials have gained popularity among Indian parents.

The e-commerce platforms have revolutionised the diaper industry in India by offering easy accessibility and attractive discounts. These platforms have enabled key industry players to penetrate tier 2 and tier 3 cities, where access to retail stores is limited. In addition to this, the rise of organised retail stores, pharmacy stores and supermarkets has improved product availability across the country.

Regionally, the western part of India holds a dominant position in the diaper market due to its strong distribution networks.

Looking ahead, the Indian diaper industry is projected to grow at a CAGR of 6.7% from 2025-2033¹¹. Over the next five years, the Indian diaper industry will experience significant growth driven by various factors such as urbanisation, rising disposable incomes and robust retail infrastructure. Additionally, the Indian industry is expected to increasingly focus on meeting the rising demand for sustainable and environmentally conscious products through eco-friendly diaper technologies and biodegradable options.

Company Overview

DOMS Industries Limited has established itself as a prominent player in the Indian stationery and art material industry. It holds a leading position in the industry with a total portfolio of more than 4000 SKUs, which includes scholastic stationery, art materials, hobby & craft, and office supplies.

In FY 2024-25 the Company ventured into a new business segment – baby hygiene industry with investment in Uniclan engaged in the manufacturing and selling of baby diapers — highlighting the strong commitment to broaden presence into adjacent categories, positioning ourselves for growth as a leading child-centric organization. The robust growth of the Company was supported by in-house manufacturing capabilities, continuous focus on product differentiation, strategic partnerships and a continued emphasis on expanding the distribution network.

A strong distribution network and a strategic focus on domestic and international markets have significantly enhanced the brand recognition and reputation of DOMS. The Company’s operational activities include designing, developing, manufacturing and selling stationery and art material products that adhere to the highest quality standards.

With a focus on excellence and a commitment to customer satisfaction, DOMS has established itself as a trusted brand with a strong international presence including regions such as America, Africa, Asia Pacific, Europe and the Middle East. The Company’s strong focus on research and development, product engineering, backward integrated manufacturing operations and a large, diverse product portfolio has remained pivotal in positioning it as a loved brand in the stationery and art material industry.

Operational Performance

Comparison of the total revenue (consolidated) generated by the product portfolio from FY 2024 to FY 2025

(Rs in lakhs)

Particulars	FY 2025	FY 2024
Scholastic stationery	73,889.78	68,765.38
Scholastic art material	43,575.53	42,106.64
Paper stationery	19,052.72	14,622.85
Kits and combos	18,598.99	15,302.10
Office supplies	23,001.52	10,933.90
Hobby and craft products	2,416.94	1,963.57
Fine art products	2,528.91	1,641.34
Hygiene products	11,943.28	-
Others	2,913.67	1,764.34

Key Strengths

• Diversified product portfolio maintained by the Company, catering to evolving consumer demand, helped it to remain ahead of the competition.

• Growth in TAM by expanding presence in products/ categories which are associated through the growing years of kids, children and young adults.

• DOMS leverages cutting-edge manufacturing facilities, giving the Company a crucial edge over its peers by quickly capitalising on the current industry trends.

• Strong focus on research, development and designing enables the Company to introduce differentiated products that adhere to the highest quality standards, thereby supporting sustainable growth.

• DOMS has a significant pan-India presence and built a multi-channel distribution network, enabling it to effectively meet consumer demand across different regions.

• Company has consistently expanded its operations through acquisition and collaborations, helping to expand its customer base and capture larger markets.

Key Strategies

• Expanding manufacturing capacity accompanied by regular modernisation and upgradation of existing manufacturing possibilities.

• Exploring growth opportunities across products and pursuing acquisition and partnership opportunities.

• Continuous expansion of product lines, thereby creating a diversified presence in the industry.

• Strengthening distribution and market reach through the implementation of a multi-channel distribution network.

• Continuous investment in technology to drive business efficiency and cross-functional synergies.

Human Resource

In FY 2024-25, DOMS operated with a total employee strength of 10,243 whose efforts are pivotal to drive the Company’s growth.

Recognising the dedication of its workforce, the company is committed to promoting a healthy and positive work environment. The Company supports employee growth by identifying true leaders and providing equal opportunities for all team members to showcase their skills and expertise. Moreover, the Company places great emphasis on employee engagement activities, which are essential in motivating the workforce to enhance their skills. Further to this, the Company has extended Employee Stock Ownership Plan (ESOPs) to over 925 members across the organisation. It also promotes a diverse workplace, with women representing more than half of the workforce. In addition, the Company supports inclusion by employing over 40 differently abled individuals.

Financial Performance (Consolidated)

In FY 2024-25, DOMS reported a total operational revenue of

191,262.81 lakhs, compared to 153,714.18 lakhs in FY 2023-24.

The profit before tax witnessed an increase of 33.73%, rising from

21,448.23 lakhs in FY 2023-24 to 28,682.22 lakhs in FY 2024-25. Similarly, the profit after tax increased by 33.74%, from 15,966.15 lakhs in FY 2023-24 to 21,353.61 lakhs in FY 2024-25.

Given below is the comparison of the financial performance (consolidated) of the Company from FY 2023-24 to FY 2024-25

Particulars	FY 2024-25	FY 2023-24
Revenue ( in lakhs)	191,262.81	153,714.18
EBITDA ( in lakhs)	34,844.87	27,272.65
PBT ( in lakhs)	28,682.22	21,448.23
PAT ( in lakhs)	21,353.61	15,966.15
ROCE (in %)	24.37	24.31
Debtors turnover (in times)*	19.23	30.65
Inventory turnover (in times)	4.16	4.36
Debt service coverage ratio (in times)	7.88	7.07
Current ratio (in times)	2.68	2.97
Debt to equity ratio (in times)	0.14	0.14
Operating profit margin (in %)	18.22	17.74
Net profit margin (in %)	11.16	10.39
Return on equity (in %)	22.19	26.66

* The variation of more than 25% in debtor’s turnover as compared to previous financial year is primarily due to increase in revenues coupled with the increase in credit period extended to the Company’s customers.

Risk Management

The risk management policies adopted by the Company focus on improvising the governance practices implemented across the organisation. The risk management policy of DOMS has been formulated in compliance with Regulation 17(9)(b) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’) and provisions of the Companies Act, 2013 (‘the Act’).

Risk Description	Mitigation Measures
Risk of Rising Inflation	• Implementing effective inventory management strategies.
An increase in inflation level due to changes in the macroeconomic factors impact the operations of the Company.	• Maintaining optimum inventory level for key materials.
	• Access to multiple vendors for timely supply and efficient negotiation.
This also increases the procurement cost, thereby impacting profit margins.
	• Continuous engagement with the research and development team to facilitate the exploration of alternative materials through improved formulations.

Risk Description	Mitigation Measures
Economic risk	• Expanding the company’s geographic presence to achieve a diversified market mix.
The risk arising from macroeconomic instability affects business growth and expansion. The increase in logistics cost and delay in supply of goods have a negative impact on the export revenue.
	• Strengthening the domestic distribution and supply chain to secure access to alternative vendors and markets.
Infringement, counterfeiting and passing off risk	• Trademark, design and copyright registration in domestic and global markets with statutory authorities and customs cut back the risk.
Failure to implement effective strategies for managing intellectual property rights — such as addressing infringements of trademarks and designs and/or counterfeiting of products (and related packaging) and unfair competition— can significantly undermine the reputation.
	• Curtailing the potential infringers through legal channels.
	• Identifying the potential infringers by engaging with channel partners and sales team
Distribution concentration risks	• Maintaining healthy relations with general trade distribution network partners through in-person meetings, attending conferences and trade shows.
The inability to manage the domestic general trade distribution network can undermine the Company’s strong market position by weakening its financial and operational performance.
	• Diversifying the distribution network by exploring new channel partners.
	• Engaging consistently with the sales managers and sales support team.
Competition risk	• Engineering and implementing efficient production procedures helps the Company stay ahead of the curve.
The presence of both strong local and international players in the market intensifies the pricing battle, squeezing profit margins, thereby hindering the market position of the Company.
	• Introducing new products regularly to diversify DOMS’ revenue generating streams.
	• Undergoing Mergers and Acquisitions (M&A) activities thereby increasing the collaboration and partnership activities.
	• Promptly identifying the emerging market trend and addressing them proactively.
Operational risk	• Ensuring strong control systems like fire hydrant systems, etc. will result in minimising the negative impact on the Company’s operations arising from disruption in manufacturing activities.
Potential disruptions or breakdown of manufacturing facilities can have adverse effects on both operational performance and profitability of the Company.
	• Implementing effective policies and strategies to ensure employee health and well-being and safety of products in its facilities so that it does not disrupt business continuity.
People risk	• Provide training, mentorship, and growth opportunities to help employees advance in their careers.
The employees as well as the key managerial members of the Company play an integral role in driving the growth of the Company by meeting its long-term and short-term goals.
	• The Company provides inclusive, supportive and engaging working environment that encourages collaboration and creativity. Employees’ contributions and achievements are regularly acknowledged and the ESOP has been made available across the organisation. This helps retain talent, strengthen engagement and support steady organisational growth.
The inability to implement effective employee retention and management strategies will severely hamper the business sustainability.
	• Provide constructive feedback and help employees improve their performance and achieve their goals.
	• Implement initiatives that promote employee engagement, such as team-building activities, social events, or volunteer opportunities with an objective to foster a culture of diversity, equity, and inclusion, where all employees feel valued and respected.
	• By implementing these strategies, organizations can improve employee retention, engagement, and overall performance.
Technical risk	• Regular System Updates and Maintenance: Ensure all systems, software,
To meet the evolving market demand, it becomes necessary for the Company to integrate advanced technologies. Potential issues arising from machinery and processes can impede the ability of DOMS to meet consumer demands promptly.	and hardware are up-to-date with the latest security updates and
	implementation of robust cybersecurity measures, such as firewalls to
	protect against cyber threats.
	• Data Backup and Recovery: Establish a reliable data backup and recovery process to ensure business continuity in case of data loss or system failure.
	• Employee Training and Awareness: Provide regular training and awareness programs for employees to educate them on technology risks and best practices.

IPO

The Company raised 120,000 lakhs through a book-built issue, which included a fresh issue of 35,000 lakhs and an offer for sale of 85,000 lakhs.

The IPO auction bidding began on December 13, 2023 and ended on December 15, 2023. The shares were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on December 20, 2023, following a successful allotment process on Monday, December 18, 2023.

Acquisition and Partnership

2011- Acquired business of R. R. Industries and S. Tech Industries

2012 - Strategic partnership with F.I.L.A.

2015 & 2016 - Acquired 51.0% stake in Pioneer Stationery Pvt. Ltd. 2023 - Acquired 30.0% stake in Clapjoy Innovations Pvt. Ltd. 2023 - Acquired 75.0% stake in Micro Wood Pvt. Ltd. 2024 - Acquired 51.0% stake in Skido Industries Pvt. Ltd. 2024 - Acquired 51.77% stake in Uniclan Healthcare Pvt. Ltd.

Acquisition of Uniclan Healthcare Pvt. Ltd.

During the reporting year, the Company acquired a 51.77% equity stake in Uniclan. This acquisition marked DOMS’ foray into the baby hygiene segment, enabling diversification of its product portfolio and reducing reliance on a limited customer base and revenue streams.

Uniclan’s manufacturing facilities are equipped with advanced technologies, and its strong emphasis on research and development, aligned with international quality standards, supports the Company’s sustainable growth objectives. As part of the transaction, the Company acquired 71,16,080 equity shares for a total consideration of 5487.92 lakhs, of which 2887.92 lakhs constitutes primary infusion. These funds will be deployed towards capacity expansion, debt reduction, and meeting working capital requirements at Uniclan.

The acquisition enables DOMS to broaden its product range and diversify its portfolio in line with its long-term growth strategy to address a wider market. This move broadened its presence into adjacent categories and reinforced focus on serving the needs of children and young adults beyond the core offerings, positioning the Company for growth as a leading child-centric organization. While maintaining a strong emphasis on innovation and value creation within its core business segments, this expansion is expected to strengthen the distribution network over the long term, open new avenues for sales, and contribute to the Company’s overall success.

Acquisition of Skido Industries Pvt. Ltd.

The Board of Directors of DOMS approved the acquisition of a 51% stake in Skido Industries Private Limited (‘Skido’) for an initial investment of H 51 lakhs in FY 2023-24. DOMS has consistently explored opportunities to expand into product lines relevant to children and young adults. Recognising bags as a complementary category to its existing portfolio, DOMS aims to broaden its market presence and strengthen consumer engagement. Through this venture into the manufacturing and retailing of bags, including school bags, pouches, and related items, DOMS seeks to reinforce its position in the back-to-school segment. This investment was closely aligned with the Company’s vision, enabling it to leverage its strong distribution network and brand equity while benefitting from the Sehgal family’s expertise to deliver high-quality products.

Internal Control Systems and their Adequacy

The Company has implemented effective internal financial controls based on the financial statements. The Companys internal financial controls and systems are adequate for its size and nature. It ensures adherence to policies and procedures, asset safeguarding, fraud detection, accurate accounting records and timely preparation of reports. The internal and financial controls adhere to the principles and criteria outlined in the corporate governance code of the Company. This safeguards the Companys assets and possessions, preventing unauthorised use and disposal. The Audit Committee evaluates internal control mechanisms and recommends ways to improve them.

Cautionary Statement

The statements in the Management Discussion and Analysis that describe the Companys objectives, plans, estimates and expectations may be considered ‘forward-looking statements’ under applicable securities laws. Actual outcomes may differ from those suggested or implied. The Companys operations may be affected by economic conditions, government regulations, tax laws and other factors in its domestic and international markets.

Corporate Governance Report

This Corporate Governance Report (‘this Report’) is prepared in accordance with Regulation 34(3) read with Schedule V of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) and this Report contains the details of Corporate Governance framework at DOMS Industries Limited (‘DOMS’ or ‘the Company’ or ‘Your Company’).

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

We have always considered Corporate Governance at the forefront of our operations. Effective Corporate Governance is fundamental to balancing the interest of all our stakeholders and is a key driver of long-term success and sustainable stakeholders value creation. At DOMS, Corporate Governance practices are rooted in the principles of integrity, transparency and accountability. Our Corporate Governance Philosophy reflects our core value system, organizational culture and strategic mindset. It facilitates our policy making framework and all our strategic decisions.

The Company’s ideology on Corporate Governance is not mere compliance of laws, rules and regulations, but also application of our Corporate Governance principles in all our dealings, to achieve the business objectives of the Company, enhance the value of our stakeholder’s and meet the expectations of the society at large. It allows us to focus on effective use of all our resources in our continuous endeavour to achieve excellence and ethical business conduct.

The Company’s governance guidelines ensures that the affairs of the Company are managed in a fair, transparent and ethical manner. The Company is committed to undertake ‘right things’ in the ‘right manner’ which is in the interest of all our stakeholders and would attract accountability, trust, sound financial status, superior brand value, long-term sustainability and overall reliability.

Innovation, Commitment and Integrity are the foundational pillars of our Corporate Governance Philosophy. These core values define how we operate and interact with all our stakeholders:

Innovation

The Company embraces innovative ideas and practices that drive sustainable growth and enhance operational efficiency.

Commitment

The Company consistently upholds its commitments while adhering to uncompromising ethical standards in every aspect of its business conduct.

Integrity

The Company is dedicated to maintaining transparency, fairness and accountability in every aspect of its operations.

Our Corporate Governance framework is built on the following core principles:

GOVERNANCE STRUCTURE, POLICIES AND PRACTICES

The Company has established a 03 (three) tier governance structure with clearly defined roles and responsibilities of every constituent of the governance system. This structure ensures effective oversight, strategic guidance and operational execution in alignment with the principles of sound Corporate Governance.

Board of Directors (‘Board’): The Board of the Company has a balanced mix of Executive, Non-Executive and Independent Directors with expertise in various domains relevant to our business operations. It exercises strategic oversight over business operations, compliance with legal and regulatory framework, oversees day to day affairs of the Company and ensures good corporate culture. Strong ethical environment is followed across the organisation, which leads to long-term success of the Company.

Committees of Board: The Board has constituted several committees to focus on well-defined areas of responsibilities as mandated by the rules and regulations or as delegated by the Board which needs a closer review.

Executive Management: The Executive Directors, Senior Management and Chief Financial Officer (collectively referred to as ‘Executive Management’) of the Company are responsible for implementation of business strategies, taking significant decisions and providing strategic guidance. The entire business including all support functions are managed at different levels of the Company. Their primary objective is to drive the Company towards achieving its goals and ensuring long-term success.

BOARD OF DIRECTORS

At DOMS, the Board is the apex decision-making body and is fully responsible for steering the strategic growth and development of the business as well as defining our strategic priorities.

The Board is deeply committed towards compliance of sound principles of corporate governance and plays a crucial role in overseeing how the management serves the short-term and long-term interests of all the stakeholders. Its main aim is to ensure that the Company’s actions and objectives are aligned to sustainable growth and long-term value creation.

Role of Board of Directors:

The Board is responsible for:

Providing strategic guidance and direction to the Company’s Management

Ensuring effective monitoring of the management performance

Exercising appropriate controls to ensure stakeholder’s aspirations and societal expectations

Monitoring the effectiveness of the Company’s governance practices

Formulating Long-term business plans

Overseeing major capital expenditures and investments

Promoting and upholding corporate ethics and values

Board Composition

A balanced mix of Directors on the Board of the Company, with diverse and different experience, thought, perspective, skill sets, gender and expertise, allows our Board to have constructive deliberations, effective decision making and provides efficient leadership to fulfil our vision and ensure to abide with high governance standards. The composition of the Board is in accordance with the stipulated provisions of SEBI LODR Regulations and The Companies Act, 2013 (‘the Act’).

As on March 31, 2025, your Company had 12 (twelve) Directors, comprising of 01 (one) Managing Director, 03 (three) Whole-time Directors, 04 (four) Non-Executive Directors and 04 (four) Non-Executive Independent Directors. There are 03 (three) Women Directors including 01 (one) Women Independent Director.

Board Meetings

The Board meets at regular intervals to discuss and decide on Company’s Business policies and strategies apart from other Board businesses. The agenda, notes to agenda and explanatory statement are generally circulated seven days prior to the meeting. All relevant material documents are circulated to all Directors before the meeting, including minimum information required to be made available to the Board as prescribed under Regulation 17(7) read with Part A of Schedule II of the SEBI LODR Regulations. The Agenda for the Board and Committee Meetings covers items set out as per the guidelines in SEBI LODR Regulations to the extent it is relevant and applicable. In case of business exigencies or urgency, meetings are convened at a shorter notice with appropriate approvals. Further, in case of a special and urgent business needs, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are noted and confirmed in the subsequent Board Meeting.

The Company strictly adheres to the provisions of the Act and the Rules made thereunder, Secretarial Standards and SEBI LODR Regulations with respect to convening and holding the meetings of the Board and its Committees of the Company.

The Board being represented by Directors from various parts of the world, it may not be possible for all of them to be present in person at all meetings, therefore the Company provides video conferencing or other audio-visual means facility to enable their seamless participation.

Number of Board Meetings

During the financial year 2024-25, 05 (five) meetings of the Board of Directors were held, details of which are given below and the maximum gap between two meetings did not exceed 120 (one hundred and twenty days) in compliance with the requirements of the Act and SEBI LODR Regulations.

Sr. No. Date of Meeting	Board Strength	No. of Directors Present
1. May 24, 2024	12	10
2. August 12, 2024	12	10
3. November 09, 2024	12	11
4. February 03, 2025	12	11
5. March 27, 2025	12	10

The necessary quorum was present throughout the meeting, either in person or by means of video conferencing or other audio-visual means facility for all the meetings of the Board of Directors.

The Composition and Category of Directors, attendance of each director present at the meeting of Board of Directors for the financial year 2024-25 and Last Annual General Meeting is stated as follows:

Name of Director	Director Identification Number (DIN)	Category	No. of Board Meetings Entitled to attend	No. of Board Meetings attended	Attendance at last AGM
Gianmatteo Terruzzi	10229991	Non-Executive Independent Director	5	5	Yes
Santosh Raveshia	00147624	Managing Director	5	5	Yes
Sanjay Rajani	03329095	Whole-time Director	5	4	Yes
Ketan Rajani	02490829	Whole-time Director	5	3	Yes
Chandni Somaiya	02003554	Whole-time Director	5	3	Yes
Massimo Candela	05189114	Non-Executive Non-Independent Director	5	5	Yes
Luca Pelosin	05189104	Non-Executive Non-Independent Director	5	4	Yes
Annalisa Matilde Elena	07504740	Non-Executive Non-Independent Director	5	4	No
Barbera
Cristian Nicoletti	10042858	Non-Executive Non-Independent Director	5	5	Yes
Rajiv Mistry	01382798	Non-Executive Independent Director	5	4	Yes
Mehul Shah	02127656	Non-Executive Independent Director	5	5	Yes
Darshika Thacker	03532365	Non-Executive Independent Director	5	5	Yes

Separate Meeting of Independent Directors

In order to enable the Board to exercise independent, objective and fair judgment in all matters related to the functioning of the Company as well as the Board, it is important for the Independent Directors to have meetings without the presence of the Non-Independent Directors and Executive Management of the Company.

In accordance with Schedule IV of the Act and Regulation 25(3) of SEBI LODR Regulations, a meeting of the Independent Directors of the Company was held once during the financial year. At this meeting, the Independent Directors, inter alia, reviewed the performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board, which is necessary for the Board to perform its duties effectively and reasonably.

During the financial year 2024-25, the Independent Directors held 01 (one) meeting on March 27, 2025. The details of attendance of Independent Directors Meeting are stated as follows:

Name of Independent Directors	No. of Meetings Entitled to attend	No. of Meetings attended
Gianmatteo Terruzzi	1	1
Rajiv Mistry	1	-
Mehul Shah	1	1
Darshika Thacker	1	1

Declaration from Independent Directors:

The Independent Directors have submitted their declaration of Independence, stating that:

1. they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the Schedule and Rules issued thereunder and Regulation 16(1)(b) and 25(8) of SEBI LODR Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

2. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

3. they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity that is required to discharge their duties with an objective of independent judgment and without any external influence and fulfils all the conditions specified in the Act and SEBI LODR Regulations and are independent of the management.

Skills/ Expertise/ Competencies

The Board of Directors bring together a diverse and complementary set of skills, experience and expertise that are essential for the Company’s success. Their strategic vision drives business development, while a strong commitment to corporate governance ensures robust oversight. Their operational acumen, combined with expertise in financial, legal and risk management, strengthens our resilience and their insights into international business, sales, marketing and innovation, fuel our growth and competitiveness, creating long-term value for stakeholders.

Brief Profile of Directors

The details of Directors of the Company who possess the above-mentioned skills/ expertise/ competencies are mapped below along with their brief profile, including their shareholding in the Company, number of other Directorships including name of listed entities where he / she is a director along with the category of their directorships, committee positions held by them in other companies as a Member or Chairperson, inter se relationship between them and such other details, are stated as follows:

Familiarization Programme

The Company has put in place a structured induction and familiarization program for all the Independent Directors, which includes comprehensive briefings on the following aspects:

Profile of the Company

Company’s Codes and Policies

Overview of Company’s Affairs

Historical Performance of Company

Growth Strategy of the Company

Discussions on Annual Budgets and Capex Plan of the Company

The Company also keeps the Board informed about any material development/business update through e-mails and effective channel of communications from time to time. In addition, quarterly performance updates, strategic developments including press releases submitted with the stock exchanges are shared with the Board members to keep them abreast on the material developments relating to the Company.

The details pertaining to Familiarization Programme undertaken by the Company during the financial year 2024-25 is available on the website of the Company and can be accessed at https:// domsindia.com/policies/.

Code of Conduct

The Code of Conduct for Directors and Senior Management has been adopted to ensure that the business of the Company is conducted in a transparent and ethical manner in accordance with the highest standards of integrity and in compliance with the applicable laws, regulations and rules. The Code of Conduct for Board of Directors and Senior Management Personnel can be accessed at https://domsindia. com/policies/. All the Board Members and Senior Management

Personnel have affirmed compliance with the said Code of Conduct and a declaration to that effect is provided by the Managing Director of the Company.

BOARD COMMITTEES

The Committees of the Board have been formed to take informed decisions which is in the best interest of the Company. They play a crucial role in the governance structure of the Company and deal with specific areas or activities as mandated by applicable laws and needs a closer review. As on March 31, 2025, your Company has 05 (five) statutory Committees.

All Committees of the Board comprised of Non-Executive Independent Directors and the composition of all Committees is in accordance with the stipulated provisions of the Act and SEBI LODR Regulations.

Details of statutory Committees are as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee and

5. Risk Management Committee.

AUDIT COMMITTEE

The Audit Committee is duly constituted as well as its charter align with the requirements specified under Section 177 of the Act and Regulation 18 read with Part C of Schedule II of the SEBI LODR Regulations. The Audit Committee comprises of 06 (six) members. The majority of members of Audit Committee are Non-Executive Independent Directors, financially literate and have necessary accounting or financial management expertise.

During the financial year 2024-25, the Audit Committee held 05 (five) meetings on May 24, 2024, August 12, 2024, November 09, 2024, February 03, 2025 and March 27, 2025. The Composition of Audit Committee along with details of the meeting attended by members, is stated as follows:

Name of Director	Category	Nature of Membership	No. of Meetings Entitled to attend	No. of Meetings Attended
Darshika Thacker	Non-Executive Independent Director	Chairperson	5	5
Gianmatteo Terruzzi	Non-Executive Independent Director	Member	5	5
Mehul Shah	Non-Executive Independent Director	Member	5	5
Rajiv Mistry	Non-Executive Independent Director	Member	5	4
Santosh Raveshia	Managing Director	Member	5	5
Massimo Candela	Non-Executive Non Independent Director	Member	5	3

The brief terms of reference of Audit Committee, inter alia, includes the following:

(a) Oversight of the Company’s financial reporting process and financial statements along with Limited Review/Auditors Report thereon of the Company and its material subsidiary before submission to the Board for approval;

(b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of the Company and the fixation of audit fee;

(c) Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the Company;

(d) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(e) Monitoring the end use of funds raised through public offers and reviewing, with the management, the statement of uses / application of funds raised through an issue, the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a issue, and making appropriate recommendations to the Board to take up steps in this matter;

(f) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process;

(g) Reviewing, Modification, Approval and Disclosure of Related Party transactions of the Company with related parties and omnibus approval (in the manner specified under the SEBI LODR Regulations and under the Act) for related party transactions proposed to be entered into by the Company;

(h) Scrutiny of inter-corporate loans and investments;

(i) Valuation of undertakings or assets of the Company, wherever it is necessary;

(j) Evaluation of internal financial controls and risk management systems;

(k) Reviewing the adequacy of internal audit function and discussion with internal auditors of any significant findings and follow up there on;

(l) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(m) Reviewing the functioning of the whistle blower and vigil mechanism;

(n) Reviewing the utilization of loans and/or advances from/ investment by the Company in the subsidiary exceeding H 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments;

(o) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;

(p) Carrying out any other functions and roles as provided under the Act, the SEBI LODR Regulations, each as amended and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties.

The meetings of the Audit Committee are also attended by the Statutory Auditors, Internal Auditor, Chief Financial Officer, Company Secretary & Compliance Officer and other relevant members of the Finance team of the Company.

The Audit Committee provides assurance of efficiency and effectiveness of operations, both domestic and overseas, reliability of financial and other management information, adequacy of disclosures and compliance with all relevant statutes and regulations.

The Board has designated Mitesh Padia, Company Secretary & Compliance Officer of the Company, to act as Secretary to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted as well as its Charter is compliant with the requirements specified under Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI LODR Regulations.

The Nomination and Remuneration Committee comprises of 03 (three) Members and is responsible to oversee the appointment and remuneration of the Board and Senior Management Personnel and to evaluate their skills, experience, independence and diversity.

During the financial year 2024-25, the Nomination and Remuneration Committee held 01 (one) meeting on March 27, 2025. The Composition of Nomination and Remuneration Committee along with details of the meeting attended by members, is stated as follows:

Name of Director	Category	Nature of Membership	No. of Meetings Entitled to attend	No. of Meetings attended
Rajiv Mistry	Non-Executive Independent Director	Chairperson	1	-
Mehul Shah	Non-Executive Independent Director	Member	1	1
Luca Pelosin	Non-Executive Non Independent Director	Member	1	1

The brief terms of reference of Nomination and Remuneration Committee, inter alia, includes the following:

(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

(b) Evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director.

(c) Devising a policy on Board diversity;

(d) Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

(e) Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

(f) Recommending the remuneration, in whatever form, payable to the senior management personnel and other staff (as deemed necessary);

(g) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and administer, monitor and formulate the Employee Stock Option Plan of the Company;

(h) Such terms of reference as may be prescribed under the Act, SEBI LODR Regulations and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at https:// domsindia.com/policies/.

The Board has designated Mitesh Padia, Company Secretary & Compliance Officer of the Company, to act as Secretary to the Nomination and Remuneration Committee.

Performance Evaluation

In accordance with the requirements of the Act and SEBI LODR Regulations, a formal evaluation of performance of the Board, Committees to the Board, Chairperson of the Company and Directors including Independent Directors of the Company was undertaken during the financial year 2024-25, with an aim to improve the effectiveness of the Board and Committees of the Company.

The evaluation process was carried out using structured questionnaires, which were based on several parameters such as Composition of the Board and its Committees, Contribution towards Business Development and Strategic Management, effective and Pro-active measures undertaken by the Board and Committees for discharging their functions and duties, Skill Set, knowledge and expertise, leadership, effective management of relationship with the stakeholders, etc. Further, the evaluation process of the Committees also included receipt of material for agenda in advance for enabling them to perform their duties effectively, major recommendations and action plans, devoting adequate time and attention on key focus areas before approving important transactions and decisions.

Following key parameters were considered for evaluating the performance of Directors:

1. Participation at Board/ Committee Meetings

2. Managing Relationship

3. Knowledge and Skill

4. Personal Attributes

5. Effective deployment of knowledge and expertise

6. Integrity and maintaining of confidentiality

7. Independence of behaviour and judgment

8. Effective management of relationship with stakeholders

The Independent Directors, at their separate meeting evaluated the performance of Non-Independent Directors of the Company, the Board as a whole and assessed the timeliness and adequacy of information flow between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

During the financial year 2024-25, a detailed questionnaire was circulated to the members of the Board and Committees to the Board for providing their feedback on the performance of the Board, its Committees and Directors which includes Independent Directors.

The overall performance evaluation of the Board, Committees to the Board and Individual Directors was found satisfactory. Suggestions / feedback concerning strategic, governance and operational matters were duly addressed and actioned by the team.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is duly constituted as well as its Charter is in compliance with the requirements specified in Section 178 of the Act and Regulation 20 read with Part D of Schedule II of the SEBI LODR Regulations.

The Stakeholders Relationship Committee comprises of 03 (three) Members and oversees the complaints received from the shareholders, resolve grievances, performance evaluation of Registrar and Share Transfer Agent and various aspects of interests of stakeholders of the Company.

During the financial year 2024-25, the Stakeholders Relationship Committee held 01 (one) meeting on March 27, 2025. The Composition of Stakeholders Relationship Committee along with details of the meeting attended by members is stated as follows:

Name of Director	Category	Nature of Membership	No. of Meetings Entitled to attend	No. of Meetings attended
Mehul Shah	Non-Executive Independent Director	Chairperson	1	1
Chandni Somaiya	Whole-time Director	Member	1	1
Luca Pelosin	Non-Executive Non-Independent Director	Member	1	1

The brief terms of reference of Stakeholders Relationship Committee, inter alia, includes the following:

(a) Considering and redressal of all security holders’ and investors’ grievances such as complaints related to various matters, formulation of procedure to ensure speedy disposal of various requests received from shareholders, looking into various aspects of interest of shareholders, debenture holders or holders of any other securities and assisting with quarterly reporting of such complaints;

(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(c) Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

(d) Reviewing of adherence to the service standards adopted by the Company with respect to various services rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;

(e) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Act or SEBI LODR Regulations, or by any other regulatory authority.

The Board has designated Mitesh Padia, Company Secretary & Compliance Officer of the Company to act as Secretary to the Stakeholders Relationship Committee.

Compliance Officer

Mitesh Padia, Company Secretary is the Compliance Officer of the Company in accordance with Regulation 6 of SEBI LODR Regulations.

Shareholder’s Complaints

During the financial year 2024-25, the Company has received following no. of complaints, which were resolved to the satisfaction of the investors:

No. of Complaints as on April 01, 2024	No. of Complaints received	No. of Complaints disposed off	No. of Complaints Pending as on March 31, 2025
1	13	14	0

The response time for attending to Shareholder’s Complaints is within the prescribed timelines.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee is duly constituted as well as its Charter is in compliance with the requirements specified in Regulation 21 read with Part D of Schedule II of the SEBI LODR Regulations.

The Risk Management Committee comprises of 03 (three) Members and oversees the Risk Management Systems and Frameworks, reviewing of risks associated with the Company and necessary steps to be undertaken to overcome such risks.

During the financial year 2024-25, the Risk Management Committee held 02 (two) meetings on October 21, 2024 and on March 27, 2025. The Composition of Risk Management Committee along with details of the meeting attended by members is stated as follows:

Name of Director	Category	Nature of Membership	No. of Meetings Entitled to attend	No. of Meetings attended
Gianmatteo Terruzzi	Non-Executive Independent Director	Chairperson	2	2
Ketan Rajani	Whole-time Director	Member	2	1
Luca Pelosin	Non-Executive Non Independent Director	Member	2	2

(e) Framing, implementing, reviewing and monitoring the risk management plan for the Company and such other functions, including cyber security;

(f) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Risk Management Committee or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties;

(g) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Act or SEBI LODR Regulations, or by any other regulatory authority.

The brief terms of reference of Risk Management Committee, inter alia, includes the following:

(a) To formulate, monitor and oversee implementation of risk management policy and adequacy of Risk Management Systems;

(b) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

(c) To review the Company’s risk-reward performance to align with the Company’s overall policy objectives;

(d) Laying down risk assessment and minimization procedures and the procedures to inform Board of the same;

The Risk Management Policy of the Company is available on the website of the Company and can be accessed at https://domsindia.com/policies/.

The Board has designated Mitesh Padia, Company Secretary & Compliance Officer of the Company to act as Secretary to the Risk Management Committee.

CORPORATE SOCIAL RESPONSBILITY COMMITTEE

The Corporate Social Responsibility (‘CSR’) Committee is duly constituted as well as its Charter is in compliance with the requirements specified in Section 135 of the Act.

The Corporate Social Responsibility Committee comprises of 03 (three) Members and oversees the amount of expenditure incurred on the CSR activities and monitoring the implementation of the CSR projects undertaken by the Company.

During the financial year 2024-25, the CSR Committee held 01 (one) meeting on March 27, 2025. The Composition of CSR Committee along with details of the meeting attended by members is stated as follows:

Name of Director	Category	Nature of Membership	No. of Meetings Entitled to attend	No. of Meetings attended
Sanjay Rajani	Whole-time Director	Chairperson	1	1
Darshika Thacker	Non-Executive Independent Director	Member	1	1
Annalisa Matilde Elena Barbera	Non-Executive Non Independent Director	Member	1	-

The terms of reference of Corporate Social Responsibility Committee, inter alia, includes the following:

(a) To formulate and recommend to the board, a corporate social responsibility policy and activities to be undertaken as Schedule VII of the Act;

(b) To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

(c) To formulate and recommend to the Board, an annual action plan in pursuance to the Corporate Social Responsibility Policy;.

(d) To review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

(e) To perform such other duties and functions as the Board may require the corporate social responsibility committee to undertake to promote the corporate social responsibility activities of the Company and exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 or other applicable law.

The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://domsindia.com/policies/.

The Board has designated Mitesh Padia, Company Secretary & Compliance Officer of the Company to act as Secretary to the CSR Committee.

SENIOR MANAGEMENT

During the financial year 2024-25, there were no changes in the Senior Management Personnel of the Company. Further, as on March 31, 2025, the following persons are considered as Senior Management Personnel of the Company:

Sr. No. Name of Employee	Designation
1. Harshad Raveshia	Chief Consultant - Wood Working Division
2. Suresh Rajani	Chief Consultant - Colour Pencil Division
3. Vijay Somaiya	Head - Polymer Division
4. Purav Raveshia	Vice President - Product Development
5. Suraj Raveshia	Vice President - International Business
6. Sumit Rajani	Vice President - Colour Pencil & Graphite Lead
7. Santosh Swain	Vice President - Purchase & General Affairs
8. Rahul Shah*	Chief Financial Officer
9. Mitesh Padia*	Company Secretary & Compliance Officer
*Key Managerial Personnel

REMUNERATION OF DIRECTORS

The Company’s Nomination and Remuneration Policy represents the approach of the Company towards the remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at https://domsindia.com/policies/.

The remuneration paid to Executive Directors of the Company is in accordance with the applicable provisions as prescribed under the laws.

The remuneration paid to Executive Directors commensurate with their respective roles and responsibilities. Further, the Non-Executive Non-Independent Directors of the Company do not receive any sitting fees, commission or stock options from the Company. The Independent Directors are entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. Sitting fees paid to Independent Directors are within the prescribed limits under the Act, and as determined by the Board of Directors from time to time.

Details of remuneration paid to Executive Directors and Independent Directors, for the financial year 2024-25, are stated as follows:

( in lakhs)

Name of the Director	Salary including HRA	Perquisites	Sitting Fees	Total
Gianmatteo Terruzzi	-	-	9.00	9.00
Santosh Raveshia	189.06	-	-	189.06
Sanjay Rajani	128.56	-	-	128.56
Ketan Rajani	128.56	-	-	128.56
Chandni Somaiya	128.56	-	-	128.56
Rajiv Mistry	-	-	4.50	4.50
Mehul Shah	-	-	6.75	6.75
Darshika Thacker	-	-	6.38	6.38

During the financial year 2024-25, there were no pecuniary relationship or transactions made with the Non-Executive, Non-Independent Directors of the Company and no stock options were granted to any of the directors of the Company.

GENERAL BODY MEETINGS

Details of last 03 (three) Annual General Meetings and the summary of Special Resolutions passed therein are as under:

Financial Year	Date and Time	Venue	Special Resolutions Passed
2021-22	September 30, 2022, 5:00 P.M. (I.S.T.)	Plot no. 117, 52 Hector Expansion Area, GIDC, Umbergaon - 396171, Gujarat, India.	Nil
2022-23	July 13, 2023, 5:00 P.M. (I.S.T.)	Plot no. 117, 52 Hector Expansion Area, GIDC, Umbergaon - 396171, Gujarat, India.	Nil
2023-24	September 23, 2024, 12:30 P.M. (I.S.T.)	Through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OVAM’)	Alteration of Object Clause of the Memorandum of Association of the Company.

EXTRAORDINARY GENERAL MEETINGS

During the financial year 2024-25, no Extraordinary General Meetings of the Company were held.

POSTAL BALLOT

During the financial year 2024-25, approval of the Shareholders of the Company was sought through Postal Ballot by remote electronic voting (remote e-voting) for the following Special Resolutions:

1. Ratification of DOMS Industries Limited Employee Stock Option Plan 2023 (‘ESOP 2023’/ ‘the Plan’)

2. Ratification of Grant of Options to the Employees of the Subsidiary Companies from Employee Stock Option Plan (‘ESOP 2023’/ ‘the Plan’) of the Company

3. Approval for providing Loan to Subsidiary Companies (i) Pioneer Stationery Private Limited

(ii) Micro Wood Private Limited

(iii) Skido Industries Private Limited

4. Ratification of Promoter’s rights in accordance with Regulation 31B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

In compliance with Regulation 44 of SEBI LODR Regulations, Sections 108, 110 and other applicable provisions of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the General Circulars issued in this regard by the Ministry of Corporate Affairs (‘MCA’), the Company provided a remote e-voting facility to all its Shareholders to vote on the aforementioned resolutions.

The Company engaged the services of National Securities Depository Limited (‘NSDL’) to provide the remote e-voting facility to all its Shareholders.

The brief details of Postal Ballot process are as follows:

Date of Postal Ballot Notice	March 20, 2024
E-voting period: Commencement	09:00 a.m. I.S.T. on Thursday April 18, 2024
Conclusion	05:00 p.m. I.S.T. on Friday, May 17, 2024
Date of Declaration of Results	May 18, 2024

CS Shreyans Jain of M/s. Shreyans Jain & Co., Practicing Company Secretaries (Membership No.: F8519) was appointed as the Scrutinizer to oversee the Postal Ballot process conducted through remote e-voting in a fair and transparent manner.

The details of the voting pattern are given below:

Sr. No. Particulars	Votes in favour of the Resolution (%)	Votes against the resolution (%)
1. Ratification of DOMS Industries Limited Employee Stock Option Plan 2023 (‘ESOP 2023’/ ‘the Plan’)	89.7267	10.2733
2. Ratification of Grant of Options to the Employees of the Subsidiary Companies from	89.7266	10.2734
Employee Stock Option Plan (ESOP 2023/the Plan) of the Company
3. Approval for providing Loan to Subsidiary Companies	94.4652	5.5348
(i) Pioneer Stationery Private Limited
(ii) Micro Wood Private Limited
(iii) Skido Industries Private Limited
4. Ratification of Promoter’s rights in accordance with Regulation 31B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended	99.4824	0.5176

The Postal Ballot Notice was sent only through electronic mode to those Shareholders whose email addresses were registered with the Company / Depository Participant (‘DP’).

The Scrutinizer, after the completion of scrutiny, submitted his report to Mitesh Padia, Company Secretary & Compliance Officer, who was duly authorized by the Chairperson to accept, acknowledge and countersign the Scrutinizer’s Report and to declare the voting results.

The results of the Postal Ballot along with the Scrutinizer’s Report, were communicated to BSE Limited (‘BSE’), National Stock Exchange of India Ltd. (‘NSE’) (hereinafter collectively will be referred as ‘Stock Exchanges’), the same were also displayed on the website of the Company at www.domsindia.com and on the website of NSDL at www.evoting.nsdl.com.

Further, the Board of Directors at their meeting held on February 03, 2025, approved the Postal Ballot Notice. The notice for this Postal Ballot together with the Explanatory Statement, was dispatched by the Company on March 25, 2025, for the purpose of seeking Shareholders’ approval, inter alia, for passing the following as Special Resolutions:

1. Approval of Special Rights Granted to Promoter and Promoter Group of the Company under the Shareholders’ Agreement

2. Approval for increasing the maximum number of Directors of the Company from the existing limit of 15 (Fifteen) Directors to 20 (Twenty) Directors

3. Approval for altering and adapting the revised set of Articles of Association of the Company

The above-mentioned Special Resolutions were duly passed with the requisite majority on April 25, 2025.

In addition, as on the date of this Report, the Company, through a Postal Ballot is seeking Shareholders’ approval for the following resolutions:

1. Approval for appointment of Mr. Om Santosh Raveshia (DIN: 09618267) as a Whole-time Director

2. Approval for appointment of Mr. Piyush Mehta (DIN: 02380540) as a Non-Executive Independent Director

3. Approval for appointment of Mr. Rohan Ghalla (DIN: 03210524) as a Non-Executive Independent Director

4. Approval for appointment of Mr. Harsh Thakkar (DIN: 11098669) as a Non-Executive Independent Director

5. Approval for appointment of Mr. Nitesh Shah (DIN: 11065275) as a Non-Executive Independent Director

MEANS OF COMMUNICATION

The Company believes that prompt and timely communication of information to the Shareholders reflects the transparency and sound governance practices of the organisation. For this purpose, the Company utilizes multiple channels of communications through dissemination of information on the online portal of the Stock Exchanges, Press Releases, the Annual Reports and by publishing relevant information/ updates on our website. The Company discloses all the material information pertaining to its development and other significant events as required under the SEBI LODR Regulations.

Financial Results:

The quarterly, half-yearly and annual financial results are filed with the Stock Exchanges. The same is published in the ‘Financial

Express’ (English) newspaper which has nationwide circulation and in ‘Damanganga Times’ (Gujarati) newspaper where the registered office of the Company is situated. The financial results are also available on the website of the Company and can be accessed at https:// domsindia.com/financial-statements/.

Website:

All the information and disclosures as required under Regulation 46 of SEBI LODR Regulations are available under the Investor Relations tab as ‘Disclosure under Regulation 46 of SEBI LODR Regulations’ that provides information about various announcements and disclosures made by the Company and can be accessed at https://domsindia. com/disclosure-under-regulation-46-of-sebi-lodr/.

News Releases:

All official news/ press releases are filed with the Stock Exchanges. The same are also available on the website of the Company and can be accessed at https://domsindia.com/press-release-2/.

Presentations to institutional investors / analysts:

The Company conducts investor conference calls with Institutional Investors/ Analysts after declaration of financial results of the Company to brief them on the business performance of the Company. In compliance with Regulation 46 of SEBI LODR Regulations the presentations, video/ audio recordings and transcript of the meetings are filed with stock exchanges and are also available on the website of the Company and can be accessed at https://domsindia.com/investor-presentation-and-transcripts/.

No Unpublished Price Sensitive Information is discussed during the meetings with institutional investors and financial analysts.

Designated exclusive email-ID:

To better serve investors and as per the provisions of SEBI LODR Regulations, the designated email address for investor grievances is ir@domsindia.com. The same is available on the website of the Company and can be accessed at www.domsindia.com.

NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance & the Listing Centre:

NEAPS and BSE Listing Centre are web-based applications developed by NSE and BSE, respectively, for corporates to make electronic submissions. All periodical compliance filings and other material information as specified under SEBI LODR Regulations are submitted electronically through these platforms. Further, in compliance with the provisions of the SEBI LODR Regulations, all the disclosures made to the Stock Exchanges are in a format that enables users to easily locate relevant information using search tool.

SEBI Complaints Redress System (SCORES):

The SCORES Platform of SEBI is a centralised web-based complaints redressal system that facilitates investors to lodge complaints online and track the status update of their grievances in a transparent manner. The Company endeavours to redress the investor grievances promptly upon receipt from the respective forums.

OTHER DISCLOSURES

1. Disclosure on materially significant Related Party Transactions

The Company has formulated and adopted a Policy on Related Party Transactions in compliance with the requirements of the Act and SEBI LODR Regulations and is available on the website of the Company https://domsindia.com/policies/.

All Related Party Transactions were placed before the Audit Committee for their review and approval. Prior omnibus approval was obtained for all the related party transactions which are repetitive in nature and/or entered in the ordinary course of business and are at arm’s length.

All Related Party Transactions entered during the year were in ordinary course of business and on arm’s length basis and were in compliance with the provisions as set out in the Act read with the Rules issued thereunder and relevant provisions of the SEBI LODR Regulations.

During the financial year 2024-25, the Company did not enter into any material Related Party Transactions that may have potential conflict with interest of the Company at large.

The disclosure as required under Indian Accounting Standard (Ind AS) on ‘Related Party Disclosures’ is disclosed in Note No. 43 of the Standalone Financial Statements of the Company.

2. Disclosure of Non-compliances

During the financial year 2024-25, there were no non-compliances by the Company and no instances of penalties or strictures were imposed on the Company by the SEBI or Stock Exchanges where the shares of the Company are listed or any other statutory authority on any matter related to Capital Markets during the last three years.

3. Vigil Mechanism and Whistle Blower Policy

The Company is committed to promote safe and ethical conduct across all its business activities and has adopted a Whistle Blower and Vigil Mechanism Policy to provide vigil mechanism to employees to voice their concerns in a responsible and effective manner for any suspected unethical conduct and behaviour, illegal activities, suspected fraud or any other violation.

It provides adequate safeguard against victimization of employees who avail the mechanism and access to Chairperson of the Audit Committee for registering their complaints in appropriate and exceptional cases.

During the financial year 2024-25, no such incidents were reported and no person was denied access to the Chairperson of Audit Committee of the Company with regards to above.

The Whistle Blower and Vigil Mechanism Policy of the Company is available on the Website of the Company and same can be accessed at https://domsindia.com/policies/.

4. Policy Determining Material Subsidiaries

The Company has adopted a Policy for Determination of Material Subsidiary in terms of the requirements of the SEBI LODR Regulations. Pioneer Stationery Private Limited is a material subsidiary of the Company and has adopted the requirements as specified in the Policy of the Company. The Audit Committee regularly reviews the financial statements and business performance of the subsidiary companies.

The management periodically presents to the Audit Committee and the Board of Directors of the Company, a statement of all significant transactions and arrangements entered into by unlisted subsidiaries, if any.

The Policy for Determination of Material Subsidiary is available on the website of the Company and can be accessed at https:// domsindia.com/policies/.

5. Commodity Price Risks or Foreign Exchange Risk and Commodity Hedging Activities

The Company uses cultivated wood for the production of its wooden pencils. Further, some other raw material are imported by the Company. Climatic changes and disruption in international trade relations may impact the availability and in turn the prices of these commodities. However, the Company has long-term business relationship with these vendors and also maintains a high level of inventory of these raw material to safeguard against potential short-term disruptions.

6. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) of SEBI LODR Regulations

During the financial year 2024-25, the Company did not raise any funds through preferential allotment or qualified institutions placement as per Regulation 32 (7A) of SEBI LODR Regulations.

7. Certificate from Company Secretary in Practice regarding non-disqualification of Directors

The Company has received a certificate from M/s. Shreyans Jain & Co., Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the SEBI, MCA or any such statutory authority for the financial year ended on March 31, 2025. The said certificate is annexed to this Report as ‘Annexure I’.

8. Recommendation of the Committees to the Board

During the financial year 2024-25, all recommendations of the Committees, which were mandatorily required have been accepted by the Board.

9. Total fees paid to Statutory Auditors of the Company

The total fees for all services paid by the Company to its Statutory Auditors, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 01248W/W-100022) (until June 30, 2024) and thereafter to M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) and all entities/ firms in their respective networks for the financial year 2024-25, are as follows:

(Rs in lakhs)

Particulars	Amount
Statutory Audit Fees	H 41.50
Others (includes Other Services, Out-of	H 17.53
pocket expenses, etc.)
Total	J 59.03*

* excluding applicable taxes.

Note: Above fees include H 5.60 lakhs paid to statutory auditors i.e. M/s. B S R & Co. LLP, Chartered Accountants, for the limited review of the quarter ended June 30, 2024.

10. Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide safe working environment free from discrimination and harassment for all its employees and associates. The Company has adopted a Policy on Prevention of Sexual Harassment in accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’). Further, the details relating to number of complaints received and disposed off during the financial year 2024-25, are disclosed in the Board’s Report.

11. Disclosure by Company and its subsidiaries of ‘Loans and Advances’ in the nature of loans to firms/ companies in which directors are interested by name and amount

During the financial year 2024-25, no loans and advances are provided by the Company or any of its subsidiaries to firms/companies in which the Directors of the Company are interested.

12. Details of Material Subsidiary and date of appointment of the Statutory Auditors in Such Company

The Audit committee of the Company regularly reviews and monitors business performance along with significant transactions and arrangements undertaken by its material subsidiary company.

The material subsidiary of the Company along with the details of their Statutory Auditors’ are specified hereunder:

Sr. No. Material Subsidiary	Date and Place of Incorporation	Name of Statutory Auditors	Appointment Date of such Auditor
1. Pioneer Stationery Private Limited	Date: March 28, 2005 Place: Mumbai, India	M. I. Shah & Co.	September 15, 2023

13. Compliance with Mandatory and Corporate Governance Requirements

The Company has complied with all the mandatory requirements as stated under sub paras (2) to (10) of Part C of the SEBI LODR Regulations and the necessary disclosures thereof has been made in this Report.

The Company has complied with the requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) of the SEBI LODR Regulations.

CERTIFICATE UNDER REGULATION 17(8) OF SEBI LODR REGULATIONS, 2015

Santosh Raveshia, Managing Director and Rahul Shah, Chief Financial Officer, of the Company, have issued a certificate to the Board in compliance with the Regulation 17(8) read with Part B of Schedule II of SEBI LODR Regulations, in the prescribed format for the financial year ended March 31, 2025. The same is annexed as ‘Annexure II’ to this Report.

DECLARATION BY MANAGING DIRECTOR STATING THAT MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

The Code of Conduct for Directors and Senior Management has been adopted to ensure that the business of the Company is conducted in a transparent manner with the highest standards of ethics and values in accordance with the applicable laws, regulations and rules and is critical to the long-term success of the Company.

A declaration from Santosh Raveshia, Managing Director of the Company, confirming that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel is annexed as ‘Annexure III’ to this Report.

COMPLIANCE CERTIFICATE FROM THE PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

The Company has received a compliance certificate from M/s. Shreyans Jain & Co., Company Secretaries, confirming compliance with the conditions of corporate governance as stipulated. The said compliance certificate is annexed as ‘Annexure IV’ to this Report.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The details of Demat Suspense Account or Unclaimed Suspense Account of the Company are stated as follows:

Sr. No. Particulars	Details
1. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year
2. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Nil
3. Number of shareholders to whom shares were transferred from suspense account during the year
4. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
5. Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares

DISCLOSURE OF AGREEMENTS BINDING UPON COMPANY

As on March 31, 2025, there were no agreements binding upon the Company. However, the Board of Directors, at their meeting held on February 03, 2025, approved the execution of Shareholders Agreement (‘Shareholders Agreement’), to be executed amongst F.I.L.A. - Fabbrica Italiana Lapis Ed Affini S.P.A. (‘FILA’), DOMS Industries Limited (‘the Company’) and Santosh Raveshia, Sejal Raveshia, Chandni Somaiya, Sheetal Parpani, Sanjay Rajani, Ketan Rajani, Pravina Rajani, Ila Rajani and Shilpa Rajani (collectively referred to as ‘Indian Shareholders’), to record the rights and obligations of FILA, the Company and Indian Shareholders in relation to their shareholding in the Company, and other matters in connection therewith.

The said Shareholders Agreement was executed by FILA, the Company and the Indian Shareholders on May 07, 2025, upon the receipt of approval of the Shareholders of the Company on April 25, 2025, by way of a Special Resolution passed through Postal Ballot. Thus, effective from May 07, 2025, the said Shareholders Agreement executed between FILA, the Company and Indian Shareholders became binding upon the Company.

DISCRETIONARY REQUIREMENTS

Below are the discretionary requirements which have been adopted by the Company under SEBI LODR Regulations:

A. The Board

As of March 31, 2025, Gianmatteo Terruzzi, Non-Executive Independent Director, was the Chairperson of the Company. Effective from May 20, 2025, Massimo Candela, Non-Executive Non Independent Director was appointed as the Chairperson of the Company.

B. Shareholder Rights

Quarterly, half-yearly and annual financial results are published on the Company’s website. An extract of these results is also published in the Newspapers. The Company also conducts investor/ analyst conference call on quarterly basis to discuss the financial performance of the Company. The presentation, transcript and audio recordings of such meet is available on the website of the Company at https://domsindia.com/investor-presentation-and-transcripts/.

C. Modified Opinion in Audit Report

During the financial year 2024-25, there is no audit qualification on the Company’s Financial Statements.

D. Separate posts of Chairperson and the Managing Director or the Chief Executive Officer

As of March 31, 2025, the Chairperson of the Company was a Non-Executive Independent Director of the Company and his position was separate from the Managing Director of the Company. Further, the Chairperson of the Company was not a relative to the Managing Director as per the definition of the term "relative" defined under the Act.

E. Reporting of Internal Auditor

The Internal Auditors participate in the meetings of the Audit Committee of the Company and present their quarterly internal audit reports and audit observations to the members of the Audit Committee.