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DOMS Industries Ltd Directors Report

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DOMS Industries Ltd Share Price directors Report

Dear Shareholders,

Your Board of Directors (Board or Directors) are pleased to present their Twentieth Boards Report (this Report) highlighting the business and operations of DOMS Industries Limited (DOMS or the Company or Your Company) together with the Audited Standalone and Consolidated Financial Statements of your Company for the financial year ended March 31, 2026.

The consolidated performance of the Company including its Subsidiaries and Associate Company has been referred to wherever required.

FINANCIAL PERFORMANCE

Below is a summary table of the key financial highlights of the Company for the financial year ended March 31, 2026 and March 31, 2025.

( H in lakhs)

Standalone Consolidated
Particulars 2025-26 2024-25 2025-26 2024-25
Revenue from Operations 2,04,964.07 1,70,910.96 2,32,636.52 1,91,262.81
Other Income 1,751.81 2,219.36 1,856.91 2,259.82
Total Income 2,06,715.88 1,73,130.32 2,34,493.43 1,93,522.63
Profit Before Interest, Depreciation and Tax 36,852.33 32,291.98 42,117.54 37,104.86
Finance Cost 544.36 1,120.62 1,080.30 1,504.44
Depreciation 6,823.05 5,674.32 8,811.08 6,918.20
Profit Before Tax 29,484.92 25,497.04 32,226.16 28,682.22
Less: Provision for Tax
Current Tax 7,567.21 6,623.34 8,528.62 7,554.71
Deferred Tax (33.00) (112.70) (258.71) (226.10)
Profit After Tax 21,950.71 18,986.40 23,956.25 21,353.61
Other Comprehensive Income/ (Loss) (142.04) (149.25) (142.40) (149.18)
Total Comprehensive Income/ (Loss) for the year 21,808.67 18,837.15 23,813.85 21,204.43
Earnings Per Share (Face Value of Share 10 each)
Basic ( ) 36.17 31.29 37.93 33.34
Diluted ( ) 36.04 31.26 37.79 33.31

STATE OF THE COMPANYS AFFAIRS

Standalone Revenue

During the financial year 2025-26, the Companys Standalone revenue from operations has increased by 19.92% to 2,04,964.07 lakhs as compared to 1,70,910.96 lakhs in the previous financial year. Domestic sales (net) has increased by 20.83% to 1,79,568.32 lakhs as compared to 1,48,608.97 lakhs in the previous financial year. Export sales (net) has increased by 13.79% to 25,048.85 lakhs as compared to 22,012.76 lakhs in the previous financial year.

Consolidated Revenue

During the financial year 2025-26, the Companys Consolidated revenue from operations has increased by 21.63% to 2,32,636.52 lakhs as compared to 1,91,262.81 lakhs in the previous financial year. Domestic sales (net) has increased by 23.54% to 2,02,025.96 lakhs as compared to 1,63,525.13 lakhs in the previous financial year. Export sales (net) has increased by 10.44% to 30,192.82 lakhs as compared to 27,338.83 lakhs in the previous financial year.

Consolidated Product Categories Performance

A break-up of consolidated Gross Product Sales (Gross of sales incentives, rebates and discounts) across the Companys product categories for financial year 2025-26 and 2024-25 is presented below:

(H in lakhs)

Product Categories 2025-26 2024-25
Scholastic stationery 76,249.98 73,889.78
Scholastic art material 48,405.55 43,575.53
Office supplies 36,533.64 23,001.52
Kits and combos 24,523.36 18,598.99
Hygiene Products 21,475.55 11,943.28
Paper stationery 20,082.56 19,052.72
Hobby and craft 7,099.69 2,416.94
Fine art products 2,467.44 2,528.91
Back to School 1,133.02 447.52
Others 4,090.03 2,466.15

Standalone Profitability

EBITDA on a standalone basis for the financial year 2025-26 has increased by 16.72% to 35,100.52 lakhs as compared to 30,072.62 lakhs in the previous financial year. Profit before Tax has increased by 15.64% to 29,484.92 lakhs as compared to 25,497.04 lakhs in the previous financial year. During the financial year 2025-26, the Company s Net Profit after Tax has increased by 15.61% to 21,950.71 lakhs as compared to 18,986.40 lakhs in the previous financial year.

Consolidated Profitability

Consolidated EBITDA for the financial year 2025-26 has increased by 15.54% to 40,259.62 lakhs as compared to 34,844.87 lakhs in the previous financial year. Profit before Tax has increased by 12.36% to 32,226.16 lakhs as compared to 28,682.22 lakhs in the previous financial year. During the financial year 2025-26, the Companys Net Profit after Tax has increased by 12.19 % to 23,956.25 lakhs as compared to 21,353.61 lakhs in the previous financial year.

DIVIDEND

The Board at its meeting held on May 18, 2026, recommended a final dividend of 3.65 per Equity Share of 10 each fully paid up for the financial year 2025-26 (previous financial year a final dividend of 3.15 per Equity Share was paid to the Shareholders). The payment of the final dividend is subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company (AGM), which is proposed to be convened on Thursday, September 03, 2026.

The Company has fixed Thursday, August 27, 2026, as the record date for the purpose of determining the entitlement of Shareholders to receive the final dividend for the financial year 2025-26. The final dividend shall be paid on or before Friday, October 02, 2026.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), as amended, the Company has adopted a Dividend Distribution Policy, which lays down the guiding principles for the Board and the management in relation to the declaration and distribution of dividend, with a view to ensuring fairness, transparency, sustainability and consistency in profit distribution to the shareholders.

The Dividend Distribution Policy of the Company can be accessed on https://domsindia.com/policies/.

TRASNFER TO RESERVES

For the financial year 2025-26, the Board of Directors have decided to retain the entire amount of profit in Statement of Profit & Loss as on March 31, 2026.

SIGNIFICANT/ MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR a. Acquisition of Equity Stake

i. On June 01, 2025, the Company acquired 51.00% of Equity Share capital in Super Treads Private Limited (STPL) and effective from that date, STPL became a Subsidiary of the Company. STPL is engaged in the business of manufacturing and marketing of all types of Paper Stationery products including notebooks, drawing books, etc. This strategic acquisition enables the Company to continue expanding its presence in the Paper Stationery Industry. It enhances the Companys manufacturing capabilities and capacities in the segment and strengthens its ability to efficiently cater to the paper stationery requirements of the Eastern markets of India.

ii Pursuant to the approval of the Board, the Company acquired an additional 13.00% Equity Share capital in Pioneer Stationery Private Limited (Pioneer), an unlisted material subsidiary of the Company. The said acquisition was completed in two tranches, with 6.50% Equity Shares being acquired on August 30, 2025 and the remaining 6.50% Equity Shares was acquired on March 31, 2026. Consequent to the aforesaid acquisitions, the Companys shareholding in Pioneer increased to 64.00% of the total paid-up Equity Share capital of Pioneer.

b. Incorporation of DOMS Foundation

During the financial year 2025-26, the Company along with its Subsidiaries and Associate Company incorporated a new company in the name of DOMS Foundation under Section 8 of The Companies Act, 2013 (the Act), a company limited by guarantee not having share capital. DOMS Foundation has been incorporated to undertake the Corporate Social Responsibility (CSR) activities, donation, other charitable and not-for-profit activities in accordance with its objects and applicable laws.

c. Formation of Joint Venture with Seven S.p.A

The Board at its meeting held on January 30, 2026, approved the proposal for formation of a 50:50 Joint Venture Company (JVC) in India with Seven SpA (Seven), a Group Company of F.I.L.A. - Fabbrica Italiana Lapis Ed Affini S.p.A., to focus on backpacks, pencil cases and bags. The proposed JVC is intended to leverage the collective industry and manufacturing capabilities of the joint venture partners for the supply of products for the benefit of the F.I.L.A. Group globally as well as for development of a differentiated range for the Indian market.

The Company is in the process of incorporating the JVC, which will be incorporated upon fulfillment of the applicable statutory and regulatory requirements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed operational performance of your Company has been comprehensively disclosed in the Management Discussion and Analysis Report which forms an integral part of this Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year 2025-26.

MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE CLOSE OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT AFFECTING FINANCIAL POSITION OF THE COMPANY

Post March 31, 2026 and pursuant to the approval of the Board, the Company entered into an Asset Purchase Agreement with Reynolds Pens India Private Limited; Sanford, L.P.; Luxembourg Brands S.à r.l., Newell Europe S.à r.l.; NWL Valence Services S.A.S.; and NWL Switzerland S.à r.l., for the acquisition of certain assets, relevant contracts, employees, intellectual property and associated identified liabilities relating to the manufacture and sale of pens, markers, highlighters and school supplies under the Reynolds brand. The aggregate consideration for the acquisition is US$ 3.7 million, excluding the value of inventories. The said Asset Purchase transaction was completed on July 01, 2026.

Except as stated above, no material changes or commitments affecting the financial position of the Company have occurred after the close of the financial year till the date of this Report.

SHARE CAPITAL

There was no change in the Authorised Share Capital of the Company during the financial year 2025-26. However, there were changes in the Issued, Subscribed and Paid-up Share Capital of the Company, as detailed below:

Authorised Share Capital

As on March 31, 2026, the Authorised Equity Share capital of the Company was 7,000.00 lakhscomprising of 7,00,00,000 Equity Shares of face value of 10 each.

Issued, Subscribed and Paid-up Share Capital

During the financial year 2025-26, the Company allotted 1,100 Equity

Shares of face value 10 each pursuant to the exercise of options granted under the Companys Employee Stock Option Plan 2023. Consequent to the aforesaid allotment, the issued, subscribed and paid-up Equity Share capital of the Company increased to 6,068.83 lakhscomprising of 6,06,88,336 Equity Shares of face value of 10 each from 6,068.72 lakhs comprising of 6,06,87,236 Equity Shares of face value of 10 each.

As on March 31, 2026, the issued, Subscribed and Paid-up Equity

Share capital of the Company was increased to 6,068.83 lakhs comprising of 6,06,88,336 Equity Shares of face value of 10 each.

EMPLOYEE STOCK OPTION PLAN 2023

The Company has adopted DOMS Industries Limited Employee Stock Option Plan 2023 (ESOP 2023/ the Plan). The Plan was formulated with an aim to attract, retain and motivate key talents working with the Company by way of rewarding their performance, to encourage them to contribute to the overall corporate growth and profitability and to promote employee loyalty to the Company.

The Company confirms that the Plan is in compliance with the applicable provisions of The Securities andExchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) and there have been no changes to the Plan.

During the financial year 2025-26, the Company granted additional 1,37,690 stock options to certain eligible employees of the Company and its Subsidiaries under the Plan. The said options were granted at an exercise price of 250 per option.

The details of stock options granted and the disclosures in compliance with the provisions of the Act and SEBI SBEB Regulations are uploaded on the website of the Company and can be accessed at https:// domsindia.com/esop-disclosure/.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for financial year 2025-26 are prepared in accordance with Indian Accounting Standards (Ind AS) as specified under Section 133 and other relevant provisions of the Act read with relevant rules issued thereunder. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of your Company, its Subsidiaries and Associate Company, as approved by their respective Board of Directors and forms an integral part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in compliance with the provisions of the Act and SEBI LODR Regulations. As on March 31, 2026, the Board comprised of 16 (sixteen) Directors, consisting of 01 (one) Managing Director, 04 (four) Whole-time Directors, 03 (three) Non-Executive Non-Independent Directors and 08 (eight) Non-Executive Independent Directors. The Board includes 03 (three) Women Directors including 01 (one) Woman Independent Director.

The details relating to the composition of the Board and its

Committees, tenure of Directors, areas of expertise and other relevant information are provided in the Corporate Governance Report, which forms part of this Annual Report.

a. Changes in Directors and Key Managerial Personnel

During the financial year 2025-26, the composition of the Board of Directors and Key Managerial Personnel of the Company underwent the following changes:

i. Cessation of Director

Cristian Nicoletti (DIN: 10042858), resigned as a Non-Executive Non-Independent Director of the Company with effect from the close of business hours on May 13, 2025.

ii Appointment of Directors

Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the Shareholders of the Company, the Board at its meeting held on May 19, 2025, approved the appointment of the following individuals as Directors on the Board of the Company.

1. Om Raveshia (DIN: 09618267) as Whole-time Director of the Company for a term of 05 (five) years commencing from May 19, 2025 to May 18, 2030; and

2. Piyush Mehta (DIN: 02380540), Harsh Thakkar (DIN: 11098669), Rohan Ghalla (DIN: 03210524) and Nitesh Shah (DIN: 11065275), as Non-Executive Independent Directors of the Company for a term of 05 (five) consecutive years commencing from May 19, 2025 to May 18, 2030.

The said appointments were subsequently approved by the Shareholders of the Company through Postal Ballot on August 14, 2025.

iii. Change in Chairperson

During the financial year 2025-26, effective from May 19, 2025, Gianmatteo Terruzi ceased to be the Chairperson of the Company. Further, effective from May 20, 2025, Massimo Candela was appointed as the Chairperson of the Company.

b. Changes in Directors Post March 31, 2026

Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the Shareholders of the Company, the Board at its meeting held on May 18, 2026, approved the re-appointment of Santosh Raveshia (DIN: 00147624) as Managing Director and Sanjay Rajani (DIN: 03329095) as Whole-time Director of the Company for a further period of 05 (five) years each, commencing from January 01, 2027 upto December 31, 2031, both days inclusive.

Further, pursuant to the provisions of the Act and SEBI LODR Regulations, approval of the Shareholders was required for their re-appointment. Accordingly, the Board at its meeting held on June 10, 2026, approved the Postal Ballot Notice with the Explanatory Statement seeking the approval of the Shareholders for the aforesaid re-appointments. The Postal Ballot Notice was dispatched to the Shareholders on June 15, 2026. The Shareholders of the Company approved and ratified the reappointment of Santosh Raveshia and Sanjay Rajani through Postal Ballot on July 15, 2026.

c. Directors Liable to retire by rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Massimo Candela (DIN: 05189114) and Luca Pelosin (DIN: 05189104) Non-Executive Non-Independent Directors of the Company being the Directors longest in office since their last appointment, shall be liable to retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC) have recommended their re-appointment for the approval of the Shareholders at the ensuing AGM.

The requisite details of the Directors seeking reappointment, pursuant to Regulation 36(3) of SEBI LODR Regulations and Secretarial Standards on General Meetings (SS-2) are provided in the Notice of the 20 th Annual General Meeting of the Company, proposed to be held on Thursday, September 03, 2026.

d. Declaration from Independent Directors

The Independent Directors of the Company have submitted the requisite declarations, confirming 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 and the Code of conduct of the Company.

3. they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).

In opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required to discharge their duties effectively and with an objective of independent judgment.

Further, none of the Directors on the Board of the Company is disqualified from being appointed or continuing as Directors of the Company as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of The Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time.

A note on the familiarisation programme for orientation and training of the Independent Directors undertaken in compliance with the provisions of the Act and the SEBI LODR Regulations is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 05 (five) times during the financial year 2025-26. The details of the Board Meetings held and attendance of each Director there at, are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

The maximum interval between any two Board meetings during the financial year 2025-26, did not exceed the limits, as prescribed under the Act and the SEBI LODR Regulations.

COMMITTEES TO THE BOARD

As on March 31, 2026, the Board has 05 (five) Committees as stated follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The Committees play an important role in the governance framework of the Company and are entrusted with the responsibility to review and oversee specific matters requiring focused attention and operate in accordance with their respective terms of reference, as approved by the Board.

During the financial year 2025-26, all recommendations made by the Committees were approved by the Board.

The composition of the Committees and the details of the Committee meetings held during the financial year 2025-26 are provided in the Corporate Governance Report, which forms part of this Annual Report.

CREDIT RATINGS AND REVISIONS THERETO

During the financial year 2025-26, the Companys credit rating on the Bank Loan facilities was upgraded from CRISIL A+/Positive to CRISIL AA-/Stable.

The information on credit ratings is available on the Companys website at https://domsindia.com/pdf/Investor_Relations/LODR/ Crisil_Credit_Ratings_Letter.pdf.

INVESTOR EDUCATION AND PROTECTION FUND

Your Company is not required to transfer any amount of unpaid/ unclaimed dividend for the financial year 2025-26 to the Investor Education and Protection Fund (IEPF).

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with the provisions of Section 178(3) of the Act and based on the recommendation of the Nomination & Remuneration Committee of the Company, the Board has approved a Nomination and Remuneration Policy which lays down the criteria for identification, selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. It also determines qualifications, positive attributes, independence of director and such related matters.

The Nomination and Remuneration Policy is available on the Companys website at https://domsindia.com/policies/.

BOARD EVALUATION

In accordance with the provisions of the Act and SEBI LODR Regulations it is required to evaluate the performance of:

(i) the Board as a whole;

(ii) the Individual Directors (including Independent Directors and Chairperson) ; and (iii) the committees of the Board.

The Board established a formal mechanism to carry out an annual evaluation of its own performance, the performance of the Committees, Individual Directors and Chairperson pursuant to requirements of the provisions of Section 178 of the Act, Schedule IV and Regulation 17(10) of the SEBI LODR Regulations. The key objectives of the Board Evaluation process is to ensure that the Board and its Committees have appropriate composition and function collectively to achieve the business objectives of the Company.

Similarly, the key objectives of conducting performance evaluation of the Directors through individual assessment and peer assessment were to ascertain if the Directors actively participate in the Board/

Committee Meetings and contribute to achieve the common business goals of the Company. The Performance evaluation of the Board of Directors, Committees to the Board was done based on the structured questionnaire taking into consideration of various performance related aspects to ensure comprehensive assessment.

The evaluation process was conducted through internal assessments and defined evaluation parameters. The details of the process are provided in the Corporate Governance Report, which forms part of this Annual Report.

DISCLOSURE OF REMUNERATION TO DIRECTORS AND EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn, along with the names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules, forms part of this Report.

Further, disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure I which forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Shareholders of the Company. Any shareholder interested in obtaining such information may address their email to ir@domsindia.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief, hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and the profit of the Company as at March 31, 2026;

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

d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate Internal Financial Controls with reference to the financial statements. The Companys internal financial controls and systems are adequate commensurate with the nature and size of the Company and it ensures compliance with the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Companys internal control procedures which include internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organisations pace of growth and increasing complexity of operations. This ensures safeguarding of assets and properties of the Company and protects against unauthorized use and disposal of the assets.

The Audit Committee periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for continuous improvement and strengthening.

DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY

As on March 31, 2026, the Company has 06 (six) Subsidiaries and 01 (one) Associate Company. The details regarding the disclosure with respect to Subsidiaries and Associate Company of the Company in Form AOC-1 are provided in Annexure II, which forms part of this Report.

Performance of the Subsidiary Company

1. Pioneer Stationery Private Limited

Pioneer Stationery Private Limited (Pioneer) is an unlisted material Subsidiary of the Company and is engaged in the business of manufacturing, importing, exporting, trading, buying and selling of Paper Stationery products. The management of the Company is focused on enhancing quality, efficiency and effectiveness of the business to achieve best-in-class performance. The Board of Directors of Pioneer frequently reviews its performance to ensure alignment with the Companys strategic goals.

During financial year 2025-26, revenue from operations of Pioneer marginally decreased by 1.10% to 16,862.72 lakhs as compared to 17,050.48 lakhs in the previous financial year.

Its Operating Profit for the financial year 2025-26 decreased by 22.34% to 1,769.77 lakhs as compared to 2,278.75 lakhs in previous financial year. Net Profit After Tax of Pioneer decreased by 19.36% to 1,186.46 lakhs as compared to 1,471.29 lakhs in previous financial year.

2. Micro Wood Private Limited

Micro Wood Private Limited (Micro Wood) is a Subsidiary of the Company and is engaged in the business of manufacturing Tin and Paper-based packing materials. The Board of Directors of Micro Wood frequently review its performance to ensure continued growth and alignment with the Companys objective. During financial year 2025-26, revenue from operations of Micro Wood has increased by 17.22% to 10,563.48 lakhs as compared to 9,011.68 lakhs in the previous financial year.

Its Operating Profit for the financial year 2025-26 marginally decreased by 0.17% to 1,407.19 lakhs as compared to 1,409.62 lakhs in the previous financial year. Net Profit After Tax of Micro Wood decreased by 19.21% to 458.50 lakhs as compared to 567.50 lakhs in previous financial year.

3. Skido Industries Private Limited

Skido Industries Private Limited (Skido) is a Subsidiary of the Company and is engaged in the business of designing, manufacturing, marketing and selling of all types of Bags, Pouches and other related products. The Board of Directors of Skido frequently review its performance to ensure continued growth and alignment with the Companys objective.

During the financial year 2025-26, revenue from operations of Skido has increased by 57.21% to 1,408.02 lakhs as compared to 895.64 lakhs in the previous financial year. It s Operating Profit for the financial year 2025-26 has increased by 98.23% to 189.96 lakhs as compared to 95.83 lakhs in the previous financial year. Net Profit After Tax of Skido has increased by 82.18% to 121.13 lakhs as compared to 66.49 lakhs in the previous financial year.

4. Uniclan Healthcare Private Limited

Uniclan Healthcare Private Limited (Uniclan) is a Subsidiary of the Company and is engaged in the business of manufacturing and marketing of Baby Diapers, Baby Wipes and other hygiene products. The Board of Directors of Uniclan frequently review its performance to ensure continued growth and alignment with the Companys objective.

During the financial year 2025-26, revenue from operations of Uniclan has increased by 22.25% to 20,309.59 lakhs as compared to 16,612.62 lakhs in the previous financial year. It s Operating Profit for the financial year 2025-26 has increased by 25.10% to 1,745.36 lakhs as compared to 1,359.19 lakhs in the previous financial year. Net Profit After Tax of Uniclan has increased by 15.38% to 655.27 lakhs as compared to 567.93 lakhs in the previous financial year.

5. Super Treads Private Limited

Super Treads Private Limited (STPL) became a Subsidiary of the Company with effect from June 01, 2025. STPL is engaged in the business of manufacturing and marketing of all types of Paper Stationery products including notebooks, drawing books, etc. During the period from June 01, 2025 to March 31, 2026, revenue from operations of STPL was 1,089.63 lakhs. STPL has reported a Loss of 98.69 lakhs.

6. DOMS Foundation

DOMS Foundation became a Subsidiary of the Company with effect from March 19, 2026. DOMS Foundation has been incorporated under Section 8 of the Act, to promote, undertake, plan, organize, implement and execute various Corporate Social Responsibility activities, donation, other charitable and not-for-profit activities in accordance with its objects and applicable laws. Further, there have been no transactions in DOMS Foundation from the date of its incorporation up to the reporting date. Accordingly, the same has no impact on the consolidated financials of the Company.

Accordingly, the Audited Financial Statements of all the Subsidiaries except DOMS Foundation are available on the website of the Company and can be accessed at https://domsindia.com/financial-statement-of-subsidiariesgroup-companies/.

Performance of the Associate Company

7. ClapJoy Innovations Private Limited

ClapJoy Innovations Private Limited (ClapJoy) is an Associate of the Company and is engaged in the business of manufacturing and selling wooden board games, flash cards, puzzles and educational toys.

During the financial year 2025-26, revenue from operations of ClapJoy has increased by 56.24% to 1,234.45 lakhs as compared to 790.10 lakhs in the previous financial year. It s Operating Profit for the financial year 2025-26 has increased by 66.86% to 34.39 lakhs as compared to 20.61 lakhs in the previous financial year. Net Profit After Tax of ClapJoy has increased by 510.91% to 3.36 lakhs as compared to 0.55 lakhs in the previous financial year.

DEPOSITS

During the financial year 2025-26, the Company has not accepted any deposits as defined under Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

As on March 31, 2026, the total amount of outstanding Unsecured Loan from the Directors of the Company, excluding accrued interest is 2,640.00 lakhsas per Standalone Financial Statements of the Company.

PARTICULARS OF LOANS/ GUARANTEES/ SECURITIES OR INVESTMENTS

The details of loans, guarantees, securities and investments, as required under Section 186 of the Act and Schedule V of the SEBI LODR Regulations, are disclosed in the notes forming part of the Standalone Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Pursuant to the provisions of Section 177 of the Act and the Rules made thereunder and read with Regulation 23 of SEBI LODR Regulations, the Company has obtained the necessary prior approval of the Audit Committee for all the related party transactions.

Further, during the financial year 2025-26, the Company did not enter into any material related party transactions. Accordingly, the disclosure in Form AOC-2 under Section 134(3)(h) is not applicable.

All related party transactions entered into by the Company during the financial year ended March 31, 2026, were in the ordinary course of business and on arms length basis. None of the transactions with the related parties had any potential conflict with the interests of the Company.

The details of Related Party Transactions for the financial year ended March 31, 2026, as required under Section 188 of the Act are disclosed in Note No. 43 of the Standalone Financial Statements of the Company.

The Company has adopted a Policy on Related Party Transactions in accordance with the provisions of the Act and SEBI LODR Regulations, as amended, from time to time. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. The Policy on Related Party Transactions is available on the website of the Company and can be accessed at https://domsindia.com/policies/.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

DOMS is committed to conducting its business in a socially responsible manner and actively contributes towards the sustainable development of the society. The Companys CSR initiatives focus, inter alia, on healthcare, education, empowerment of women, rural development, affordable housing, disaster relief, welfare of armed forces, socio-economic development and the upliftment and welfare of the Scheduled Castes, Scheduled Tribes, other backward classes, minorities, and other areas of public service, as prescribed under Schedule VII of the Act.

The CSR Committee confirms that the implementation and monitoring of the CSR activities was done in compliance with the CSR Policy, objectives and in accordance with the provisions of the Act. The CSR Policy is available at the website of the Company and can be accessed at https://domsindia.com/policies/.

In accordance with Section 135 of the Act and The Companies (Corporate Social Responsibility Policy) Rules, 2014, read with relevant clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the Companys CSR Policy and the necessary disclosure on CSR activities are provided in Annexure III which forms part of this Report.

DISCLOSURE OF CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details as required under Section 134 of the Act, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo are disclosed in Annexure IV, which forms part of this Report.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business operations and is committed to managing risks in a proactive and efficient manner. The Company has formulated and implemented a robust Risk Management Policy to identify, assess, monitor and mitigate various internal and external risks. The objective of Risk Management Policy is to ensure sustainable business growth, operational stability and to promote a proactive approach towards reporting, evaluating and addressing risks associated with the Companys business.

The Risk Management Policy provides a structured and disciplined framework for risk management and assists the management and the Board in decision-making relating to risk-associated matters. The Risk Management Policy of the Company is available on the website of the Company and can be accessed at https://domsindia.com/policies/.

In compliance with Regulation 21 of the SEBI LODR Regulations, the Board has constituted a Risk Management Committee, which is entrusted with the roles and responsibilities as specified under Part D of Schedule II of the SEBI LODR Regulations. The Committee periodically reviews the adequacy and effectiveness of the Companys risk management systems, taking into account the evolving regulatory environment, changing macro-economic conditions and business complexities.

During the financial year 2025-26, the Company identified and assessed the internal and external risks associated with its business operations and implemented appropriate mitigation to address such risks. The identified risks were periodically reviewed to ensure effective monitoring and mitigation. A detailed analysis of internal and external risks is provided in the Management Discussion and Analysis Report which forms part of this report.

VIGIL MECHANISM

The Company is committed to conducting its business operations in ethical, responsible and transparent manner and upholds the highest standards of corporate governance. To foster a culture of accountability and transparency, the Company continuously reviews its existing policies, systems and procedures, ensuring they remain aligned with evolving governance practices and regulatory expectations.

The Company has established a robust vigil mechanism and adopted a Whistle Blower and Vigil Mechanism Policy, duly approved by the Board of Directors pursuant to the requirements of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI LODR Regulations.

The Whistle Blower and Vigil Mechanism Policy provides a secure framework for Directors, employees and other stakeholders to report genuine concerns about unethical behaviour, suspected fraud or violation of the Companys code of conduct or policies. The policy ensures adequate safeguards against victimization of persons who avail of the mechanism.

Further, during the financial year 2025-26, no individual was denied access to the Chairperson of the Audit Committee or any appropriate authority under the Vigil Mechanism.

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

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

During the financial year 2025-26, the Company has not received any material or significant orders from any judicial, regulatory or statutory authorities which could have an adverse impact on the going concern status and business operations or financial position of the Company.

STATUTORY AUDITORS

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) were appointed as Statutory Auditors of the Company for a period of 05 (five) consecutive years from the conclusion of 18 th Annual General Meeting held on September 23, 2024, till the conclusion of the 23 rd Annual General Meeting of the Company to be held in the year 2029.

M/s. Price Waterhouse Chartered Accountants LLP confirmed that, they are not disqualified from continuing as the Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

Statutory Auditors Report

The observations, if any, made by the Statutory Auditors in their report read together withthe relevant notes to the accounts are self-explanatory and therefore do not require any further explanations. The Statutory Auditors Report on Standalone and Consolidated Financial Statements of the Company for the financialyear ended March 31, 2026, does not contain any qualifications,reservations or adverse remarks.

There have been no instances of fraud by the Company or on the Company which has been reported by the Statutory Auditors under Section 143(12) of the Act.

COST AUDITORS

Pursuant to the provision of Section 148 of the Act read with Rule 6(2) of The Companies (Cost Records and Audit) Rules, 2014, the Board had appointed M/s. B.F. Modi & Associates, Cost Accountants in practice for carrying out the Cost Audit of the product i.e. Rubber and Allied Products manufactured by the Company, falling within the prescribed criteria under the Act.

M/s. B.F. Modi & Associates, Cost Accountants, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2026-27.

The Board based on the recommendation of Audit Committee has re-appointed M/s. B.F. Modi & Associates, Cost Accountants as Cost Auditors of the Company, to undertake Cost Audit of the Company for the financial year 2026-27.

In terms of the provisions of Section 148(3) of the Act, read with The Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditors is considered by the Board and recommended to the Shareholders of the Company for the ratification.

Maintenance of Cost Accounting records

The Company maintains the cost records as per the provisions of Section 148(1) of the Act and rules and regulations made thereunder.

SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI LODR Regulations, the Board, appointed CS Jignesh Shah (Membership No.: A13189 and COP No.: 9492), Practicing Company Secretary, as the Secretarial Auditor of the Company for a term of 05 (five) consecutive years commencing from financial year 2025-26 to financial year 2029-30.

CS Jignesh Shah, confirmed that, he is not disqualified from continuing as the Secretarial Auditor of the Company and he satisfies the prescribed eligibility criteria.

Secretarial Audit Report

The Secretarial Audit Report of the Company and its unlisted material subsidiary company in Form MR - 3 as issued, by CS Jignesh Shah, Practicing Company Secretary for the financial year 2025-26 under the Act, Rules issued thereunder and Regulation 24A of the SEBI LODR Regulations, is disclosed as Annexure V and Annexure V(A) respectively, which forms part of this Report.

The Secretarial Auditor has confirmed that Company has complied with the applicable laws and that there are adequate systems and processes in the Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws . There are no qualifications, reservations or adverse remarks or disclaimers made by CS Jignesh Shah, Practicing Company Secretary, in the Secretarial Audit Report for the financial year 2025-26. The observations made by the Practicing Company Secretary for the year under review are provided in Annexure V and Annexure V(A) respectively to this report.

SECRETARIAL STANDARDS

During the financial year 2025-26, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in accordance with the provisions of Section 118 (10) of the Act.

INTERNAL AUDITORS

M/s. HTKS & Co., Chartered Accountants, were appointed as Internal Auditors of the Company to periodically audit the adequacy and effectiveness of the internal control systems.

The Board based on the recommendation of the Audit Committee has re-appointed M/s. HTKS & Co., Chartered Accountants, as Internal Auditors, to undertake audit of the Internal Control Systems of the Company for the financial year 2026-27.

During the financial year 2025-26, the Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

ONE TIME SETTLEMENT WITH BANK OR FINANCIAL INSTITUTIONS

During the financial year 2025-26, there was no instance of any onetime settlement with any Bank or Financial Institution. Accordingly, the requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year 2025-26, no application has been made by or against the Company under The Insolvency and Bankruptcy Code, 2016. Accordingly, the requirement to disclose the details of any such application made or pending proceedings along with their status at the end of financial year, is not applicable.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026, in Form MGT - 7 in accordance with Section 92(3) and 134(3)(a) of the Act read with The Companies (Management and Administration) Rules, 2014 will be uploaded on the website of the Company and can be accessed at https://domsindia.com/financial-statements/.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI LODR Regulations, the Business Responsibility and Sustainability Report for the financial year 2025-26 of the Company, describing the initiatives undertaken by the Company from an Environmental, Social and Governance perspective, forms part of this Annual Report. Further, in compliance with SEBI circular no. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the Company has obtained reasonable assurance on the BRSR Core disclosures of the Company from N.S. Bhargava and Co., Chartered Accountant, independent assurance provider.

REPORT OF CORPORATE GOVERNANCE

The Company has consistently maintained sound corporate governance practices and continues to strive towards adopting emerging best practices. In compliance with the Regulation 34 of the SEBI LODR Regulations, report of Corporate Governance of the Company, forms part of this Annual Report.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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 of Prevention of Sexual Harassment in accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act).

Internal Complaints Committee

Internal Complaints Committee (ICC) has been established to redress the Complaints relating to sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. ICC has its presence at corporate offices as well as at site locations of the Company. The Company has in place an effective mechanism for addressing complaints relating to sexual harassment at the workplace. The details of complaints received and disposed off during the financial year 2025-26 are as under:

Number of complaints received during the financial year Nil
Number of complaints disposed off during the financial year Nil
Number of complaints pending more than ninety days Nil

DISCLOSURES UNDER THE MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. The Company has complied with the provisions of The Maternity Benefit Act, 1961, including the amendments and rules framed thereunder, to the extent applicable.

ACKNOWLEDGEMENT

The Directors of the Company sincerely appreciate the continued support and co operation extended by the Investors, Shareholders, Consumers, Customers, Vendors, Bankers, Consultants and, most importantly, all its employees throughout the financial year. The Directors also place on record their heartfelt appreciation for the trust and confidence reposed in the Board by all stakeholders. They further acknowledge and value the contribution of every member of the DOMS family towards the Companys growth and success.

For and on Behalf of Board of Directors

Santosh Raveshia Sanjay Rajani
Managing Director Whole-time Director
DIN: 00147624 DIN: 03329095
Date: August 03, 2026 Date: August 03, 2026
Place: Umbergaon, India Place: Umbergaon, India

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