Doms Industries Ltd Directors Report

<dhhead>Board’s Report</dhhead>

Dear Shareholders,

Your Board of Directors (‘Board’ or ‘Directors’) are pleased to present their Nineteenth Board’s 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, 2025.

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

FINANCIAL PERFORMANCE

Below is condensed overview of the financial performance of your Company for the financial year ended March 31, 2025 and March 31, 2024.

(J in lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	170,910.96	138,781.79	191,262.81	153,714.18
Other Income	2,219.36	990.69	2,259.82	1,013.21
Total Income	173,130.32	139,772.48	193,522.63	154,727.39
Profit Before Interest, Depreciation and Tax	32,291.98	25,443.11	37,104.86	28,284.16
Finance Cost	1,120.62	1,361.38	1,504.44	1,712.38
Depreciation	5,674.32	4,610.69	6,918.20	5,123.55
Profit Before Tax	25,497.04	19,471.04	28,682.22	21,448.23
Less: Provision for Tax
Current Tax	6,623.34	5,094.10	7,554.71	5,644.29
Deferred Tax	(112.70)	(132.94)	(226.10)	(162.21)
Profit After Tax	18,986.40	14,509.88	21,353.61	15,966.15
Other Comprehensive Income/ (Loss)	(149.25)	(153.56)	(149.18)	(153.37)
Total Comprehensive Income/ (Loss) for the year	18,837.15	14,356.32	21,204.43	15,812.78
Earnings Per Share (Face Value of Share J 10 each)
Basic (H)	31.29	25.22	33.34	26.62
Diluted (H)	31.26	25.22	33.31	26.62

STATE OF THE COMPANY’S AFFAIRS

Standalone Revenue

During the financial year 2024-25, the Company’s Standalone revenue from operations has increased by 23.15% to J 170,910.96 lakhs as compared to J 138,781.79 lakhs in the previous financial year. Domestic sales (net) has increased by 27.44% to J 148,608.97 lakhs as compared to J 116,612.60 lakhs in the previous financial year. Export sales (net) has decreased marginally by 0.03% to J 22,012.76 lakhs as compared to J 22,020.28 lakhs in the previous financial year.

Consolidated Revenue

During the financial year 2024-25, the Company’s Consolidated revenue from operations has increased by 24.43% to J 191,262.81 lakhs as compared to J 153,714.18 lakhs in the previous financial year. Domestic sales (net) has increased by 29.08% to J 163,525.13 lakhs as compared to J 126,685.31 lakhs in the previous financial year. Export sales (net) has increased by 2.17% to J 27,338.83 lakhs as compared to J 26,757.29lakhs in the previous financial year.

Consolidated Product Categories Performance

The table below presents a break-up of Gross Product Sales (Gross of sales incentives, rebates and discounts) on a consolidated basis across the Company’s product categories for financial year 2023-24 and 2024-25:

(Rs in lakhs)

Product Categories	2024-25	2023-24
Scholastic stationery	73,889.78	68,765.38
Scholastic art material	43,575.53	42,106.64
Office supplies	23,001.52	10,933.90
Paper stationery	19,052.72	14,622.85
Kits and combos	18,598.99	15,302.10
Hygiene Products	11,943.28	-
Fine art products	2,528.91	1,641.34
Hobby and craft	2,416.94	1,963.57
Others	2,913.67	1,764.34

Standalone Profitability

EBITDA on a standalone basis for the financial year 2024-25 has increased by 22.98% to RS 30,072.62 lakhs as compared to RS 24,452.42 lakhs in the previous financial year. Profit before Tax has increased by 30.95% to RS 25,497.04 lakhs as compared to RS 19,471.04 lakhs in the previous financial year. During the financial year 2024-25, the Company’s Net Profit after Tax has increased by 30.85% to RS 18,986.40 lakhs as compared to RS 14,509.88 lakhs in the previous financial year.

Consolidated Profitability

Consolidated EBITDA for the financial year 2024-25 has increased by 27.76% to RS 34,844.87 lakhs as compared to RS 27,272.65 lakhs in the previous financial year. Profit before Tax has increased by 33.73% to RS 28,682.22 lakhs as compared to RS 21,448.23 lakhs in the previous financial year. During the financial year 2024-25, the Company’s Net Profit after Tax has increased by 33.74% to RS 21,353.61 lakhs as compared to RS 15,966.15 lakhs in the previous financial year.

DIVIDEND

The Board at its meeting held on May 19, 2025, recommended a final dividend of H 3.15 per Equity Share (in the previous financial year a dividend of H 2.50 per Equity Share was paid to the Shareholders) of H 10 each fully paid up for the financial year 2024-25. 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 held on Monday, September 22, 2025.

The record date for the purpose of payment of final dividend is Monday, September 15, 2025 and payment to the Shareholders will be made on or before Tuesday, October 21, 2025.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. 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 approved and adopted the Dividend Distribution Policy, setting out broad principles for guiding the Board and the management in matters relating to the declaration and distribution of dividend, with the objective of ensuring fairness, transparency, sustainability, and consistency in the decision making process for distributing profits to shareholders.

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

Transfer to Reserves

For the financial year 2024-25, the Board of Directors have decided to retain the entire amount of profit in Statement of Profit & Loss as on March 31, 2025.

SIGNIFICANT/ MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR

Acquisition of Equity Stake a) On April 01, 2024, the Company acquired 51.00% of Equity Share capital in Skido Industries Private Limited (‘Skido’) and effective from that date, Skido became a Subsidiary of the Company. Skido is engaged in the business of designing, manufacturing, marketing and sale of all types of bags, pouches and other related products. This strategic acquisition enables the Company to enter into the exciting back to school product category - a complementary line of business. DOMS aims to leverage its existing distribution network and brand strength to create synergies and drive significant growth by introducing branded school bags and other related products under this new product category.

b) On September 16, 2024, the Company acquired 51.77% of Equity Share capital of Uniclan Healthcare Private Limited (‘Uniclan’) and effective from that date, Uniclan became a Subsidiary of the Company. Uniclan is engaged in business of manufacturing and marketing of baby diapers, baby wipes and other hygiene products. Through this acquisition, the Company endeavours to expand its presence in the product lines which are associated with the growing years of kids, children and young adults, thus helping the Company expand its total addressable market and distribution network.

c) The Board at its meeting held on March 27, 2025, approved the acquisition of additional 13.00% Equity Share capital in Pioneer Stationery Private Limited (‘Pioneer’), a unlisted material subsidiary of the Company. Upon, completion of the transaction, the shareholding of the Company in Pioneer will increase to 64.00% of the total paid-up equity share capital.

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 2024 -25.

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

Acquisition of Stake in Super Treads Private Limited

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 become a subsidiary of the Company. STPL, based in Siliguri, West Bengal, 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 Company’s 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.

Other than listed above, no material changes and/ or commitments, which affect the financial position of the Company have occurred after the close the financial year till the date of this Report.

SHARE CAPITAL

There was no change in the Share Capital of the Company during the financial year 2024-25.

Authorised Share Capital

As on March 31, 2025, the Authorised Equity Share capital of the Company was J 7,000.00 lakhs comprising of 70,000,000 Equity Shares of face value of H 10 each.

Issued, Subscribed and Paid-up Share Capital

As on March 31, 2025, the issued, subscribed and paid-up Equity Share capital of the Company was J 6,068.72 lakhs comprising of 60,687,236 Equity Shares of face value of H 10 each.

EMPLOYEE STOCK OPTION PLAN 2023

The DOMS Industries Limited Employee Stock Option Plan 2023 (‘ESOP 2023’/ ‘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 Board of Directors and Shareholders of the Company at their meeting held on July 20, 2023 and July 24, 2023, respectively, approved and adopted ESOP 2023 plan for the benefit of the eligible employees of the Company and its Subsidiary Companies as defined under the Act.

Post the listing of its Equity Shares and in accordance with the requirements of Regulation 12(1) of The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB Regulations’), the Company duly ratified the ESOP 2023 Plan, by way of a Special Resolution passed through Postal Ballot by the Shareholders of the Company on May 17, 2024. Further, there have been no changes in the ESOP 2023 Plan and it is confirmed that the ESOP 2023 Plan is in compliance with the SEBI SBEB Regulations.

The Nomination and Remuneration Committee on October 01, 2024, has approved the grant of 117,045 stock options under the ESOP 2023 Plan to the eligible employees of the Company and its Subsidiary Companies. The Stock Options were granted at an exercise price of H 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 2024-25 are prepared in accordance with Indian Accounting Standards (‘Ind AS’) as specified under Section 133 and other relevant provisions of The Companies Act, 2013 (‘the Act’). These Consolidated

Financial Statements are based on 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 constitution of the Board of Directors of the Company is in accordance with the provisions of the Act and SEBI LODR Regulations. As on March 31, 2025, the Company’s Board had 12 (twelve) Directors, comprising of 01 (one) Managing Director, 03 (three) Whole-time Directors, 04 (four) Non-Executive Non Independent Directors and 04 (four) Non-Executive Independent Directors. The Board consisted of 03 (three) Women Directors including 01 (one) Women Independent Director.

The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Further, during the financial year 2024-25, there were no changes in the composition of Board of Directors and Key Managerial Personnel of the Company.

a. Changes in Directors Post March 31, 2025:

Cessation of Director:

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

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 an Additional Director and 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 Additional Directors and Non-Executive Independent Directors of the Company for a term of 05 (five) consecutive years commencing from May 19, 2025 to May 18, 2030.

Further, on July 11, 2025, the Board approved the Postal Ballot Notice, for seeking Shareholders’ approval, for the appointment of the above-mentioned Directors. The Postal Ballot Notice along with the Explanatory Statement, was dispatched by the Company on July 14, 2025.

b. 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, Sanjay Rajani (DIN: 03329095), Whole-time Director and Ketan Rajani (DIN: 02490829) Whole-time Director 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.

Brief Details of the Directors being recommended for reappointment and as required under Regulation 36(3) of SEBI LODR Regulations and the Clause 1.2.5 of the Secretarial Standards on General Meetings (SS-2) have been furnished in the Notice of the 19^th Annual General Meeting of the Company, proposed to be held on Monday, September 22, 2025.

c. 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 and the Code of conduct of the Company.

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

The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, skills, experience and expertise and uphold the highest standards of integrity required to discharge their duties effectively 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 to the management of the Company.

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 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 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force).

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 2024-25. The details of board meetings held and attended by each Director during the financial year 2024-25, are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

The maximum interval between any two meetings during the financial year 2024-25, did not exceed the limits, as prescribed under the Act and the SEBI LODR Regulations.

COMMITTEES TO THE BOARD

As on March 31, 2025, the Board had 05 (five) Committees stated as 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 a crucial role in the governance structure of the Company. They 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 2024-25, all recommendations made by the committees were approved by the Board. The composition of the Committees of the Board and the details regarding meetings of the Committees constituted by the Board are set out in the Corporate Governance Report, which forms part of this Annual Report.

CREDIT RATINGS AND REVISIONS THERETO

During the financial year 2024-25, the Company’s credit rating on the Bank Loan facilities was upgraded from ‘CRISIL A/Stable’ to ‘CRISIL A+/Positive’.

Thereafter, on August 06, 2025, CRISIL Ratings Limited, further upgraded the credit rating on the Bank Loan facilities of the Company from ‘CRISL A+/Positive’ to ‘CRISIL AA-/Stable’.

The credit ratings information is available on the Company’s Website and can be accessed 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 2024-25 to the Investor Education and Protection Fund (‘IEPF’).

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

As per 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 selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including the criteria for determining qualifications, positive attributes, independence of director and such other matters.

The Nomination and Remuneration Policy is available at the website of the Company 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 mechanism to carry out an Annual Evaluation of its own performance, Board Committee, 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 conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve common business goals 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 was carried out by way of internal assessments and evaluation parameters and the process is disclosed in the Corporate Governance Report, which forms part of this Annual Report.

DISCLOSURE OF REMUNERATION TO DIRECTORS AND EMPLOYEES

In terms of 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 and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

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 member 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, yours 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, 2025, 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, 2025 and the profit of the Company as at March 31, 2025;

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 established adequate Internal Financial Controls with reference to the financial statements. The Company’s 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 Company’s 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, 2025, the Company has 04 (four) 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 Company’s strategic goals.

During financial year 2024-25, revenue from operations of Pioneer has increased by 6.49% to J 17,050.48 lakhs as compared to J 16,010.99 lakhs in the previous financial year. It’s Operating Profit for the financial year 2024-25 has increased by 15.20% to J 2,278.75 lakhs as compared to J 1,978.04 lakhs in previous financial year. Net Profit After Tax of Pioneer has increased by 25.94% to J 1,471.29 lakhs as compared to J 1,168.28lakhs 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 Company’s objective.

During financial year 2024-25, revenue from operations of Micro Wood has increased by 15.76% to RS 9,011.68 lakhs as compared to RS 7,784.84 lakhs in the previous financial year. It’s Operating Profit for the financial year 2024-25 has increased by 15.09% to RS 1,409.62 lakhs as compared to RS 1,224.82 lakhs in the previous financial year. Net Profit After Tax of Micro Wood has increased by 18.94% to RS 567.50lakhs as compared to RS 477.13 lakhs in previous financial year.

3. Skido Industries Private Limited

During the financial year 2024-25, Skido Industries Private Limited (‘Skido’) became a subsidiary of the Company. Skido is engaged in the business of designing, manufacturing, marketing and selling of all types of bags, pouches and other related products.

During the financial year 2024-25, Skido reported revenue from operations ofRS 895.64 lakhs. It’s Operating Profit stood at RS 95.83 lakhs and Net Profit After Tax was RS 66.49 lakhs.

4. Uniclan Healthcare Private Limited

Uniclan Healthcare Private Limited (‘Uniclan’) became subsidiary of the Company with effect from September 16, 2024. Uniclan is engaged in the business of manufacturing and marketing of baby diapers, baby wipes and other hygiene products.

During the period from September 16, 2024 to March 31, 2025, revenue from operations of Uniclan was RS 11,220.87lakhs . It’s Operating Profit for the period stood at RS 973.88lakhs and Net Profit After Tax for the period was RS 465.58lakhs .

The Audited Financial Statements of the Subsidiaries are available on the website of the Company and can be accessed at https://domsindia.com/financial-statement-of-subsidiaries-group-companies/.

Performance of the Associate Company

5. 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 financial year 2024-25, revenue from operations of ClapJoy has increased by 69.56% to J 790.10 lakhs as compared to J 465.98 lakhs in previous financial year. Net Profit after tax of ClapJoy is J 0.55 lakhs as compared to loss of J 5.70 lakhs in previous financial year.

DEPOSITS

During the financial year 2024-25, 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, 2025, the total amount of outstanding Unsecured Loan from the Directors of the Company, excluding accrued interest, is RS 6,603.50 lakhs as per Standalone Financial Statements of the Company.

PARTICULARS OF LOANS/ GUARANTEES/ SECURITIES OR INVESTMENTS

Details of the loans, guarantees, securities and investments, as required under Section 186 of the Act and Schedule V of the SEBI LODR Regulations, are provided as part of the notes to the standalone financial statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

As per the provisions of Section 177 of the Act and the Rules made thereunder 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, there were no material related party transactions entered by the Company during the financial year 2024-25. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

None of the transactions with any of the related parties conflicted with the interest of the Company, rather they synchronize and synergise with the Company’s operations. All the transactions entered into with related parties as defined under the Act and SEBI LODR Regulations during the financial year ended March 31, 2025, were in the ordinary course of business and on arm’s length basis.

The Particulars of Related Party Transactions according to the provisions of Section 188 of the Act for the financial year 2024-25, is 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 aims to play a significant role in promoting healthcare, education, rural development, affordable housing, disaster relief, benefit of armed forces, socioeconomic development, relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes and minorities and other areas of public service. DOMS strongly believes in socioeconomic development of the society and is committed to contributing towards the betterment of the communities it serves.

The CSR Committee confirms that the implementation and monitoring of the CSR activities was done in compliance with the CSR objectives and CSR Policy of the Company. 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 various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the Company’s 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 are disclosed in ‘Annexure IV’, which forms part of this Report.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has developed and implemented a robust Risk Management Policy to identify, assess and mitigate the risks. The main objective of the policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating, and resolving risks associated with the Company’s business.

To achieve this key objective, this policy establishes a structured and disciplined approach to Risk Management, guiding decisions on risk related issues. 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 SEBI LODR Regulations, a Risk Management Committee has been constituted by the Board and is entrusted with roles and powers as specified in Part D of Schedule II of SEBI LODR Regulations. The committee periodically reviews and improves the adequacy and effectiveness of its risk management systems, considering rapidly changing macro environment, evolving compliance requirements and business complexities.

During the financial year 2024-25, the Company had identified and evaluated internal and external risks associated with its business operations and implemented appropriate mitigation measures to overcome such risks. The risks were periodically reviewed to ensure effective tracking 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 believes in fair and ethical conduct of its business affairs 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 adequate protection to those who report unethical practices and irregularities. No person was denied access to higher authority or Chairperson of the Audit Committee.

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 2024-25, the Company has not received any significant material orders passed by the judicial or regulatory authorities which could impact the going concern status and operations 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.

Statutory Auditors Report

The observations of the Statutory Auditors in their report read with 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 financial year ended March 31, 2025, 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

In terms 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 2025-26.

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 2025-26.

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

In terms 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, based on the recommendation of the Audit Committee, has considered the appointment of CS Jignesh Shah (Membership No.: A13189 and COP No.: 9492), Practicing Company Secretary, as the Secretarial Auditor to conduct the audit of Secretarial Compliance of the Company for a term of 05 (five) consecutive years commencing from financial year 2025-26 to financial year 2029-30, subject to approval of Shareholders at the ensuing AGM.

The necessary resolution for appointment of CS Jignesh Shah, as the Secretarial Auditor of the Company forms part of the Notice for the ensuing AGM.

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 2024-25 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.

During the financial year 2024-25, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS

During the financial year 2024-25, 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 controls laid down by the management and to suggest improvements. During the year, no material weakness in our operating effectiveness was observed.

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 2025-26.

During the financial year 2024-25, 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 2024-25, 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 2024-25, no application has been made 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, 2025, 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

In terms of Regulation 34(2)(f) of SEBI LODR Regulations, the Business Responsibility and Sustainability Report for the financial year 2024-25 of the Company, which describes various initiatives undertaken by the Company from an Environmental, Social and Governance perspective, forms part of this Annual Report.

REPORT OF CORPORATE GOVERNANCE

The Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. In compliance to the provisions of 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 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 regarding 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 dealing with complaints relating to sexual harassment at workplace. The details relating to number of complaints received and disposed off during the financial year 2024-25 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 amendments and rules framed thereunder, to the extent applicable.

ACKNOWLEDGEMENT

The Directors of the Company appreciate the continued co-operation extended by the Investors, Shareholders, Consumers, Customers, Vendors, Bankers, Consultants and most importantly all its Employees during the financial year. The Directors also place on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board. Further, they value the contribution made by every member of the DOMS family.

For and on Behalf of Board of Directors

Santosh Raveshia	Sanjay Rajani
Managing Director	Whole-time Director
DIN: 00147624	DIN: 03329095
Date: August 08, 2025	Date: August 08, 2025
Place: Umbergaon, India	Place: Umbergaon, India