Dollar Industries Ltd Directors Report

To the Members,

Your Directors are pleased to present the 31^st Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

( H in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1,54,912.90	1,39,380.05	1,57,227.45	1,39,382.93
Other Income	446.81	471.87	449.90	474.79
Total Revenue	1,55,359.71	1,39,851.92	1,57,677.35	1,39,857.72
Profit before Interest, Depreciation and Taxation	15,774.16	10,327.05	16,313.60	10,299.61
Less : Interest	1,784.85	1,421.80	1,849.05	1,421.80
: Depreciation	2,122.32	1,763.50	2,127.38	1,763.82
Less : Share of Loss of Joint Venture	-	-	164.66	551.28
Profit Before Tax	11,866.99	7,141.75	12,172.51	6,562.71
Less: Tax Expense	2,927.95	1,317.93	3,035.5	1,318.09
Profit After Tax	8,939.04	5,823.82	9,137.01	5,244.62
Attributable to
a) Owners of the Company	8,939.04	5,823.82	9,019.73	5,253.93
b) Non-Controlling Interest			117.28	(9.31)
Other Comprehensive Income (net of tax)	64.92	65.70	69.95	68.81
Attributable to
a) Owners of the Company	64.92	65.70	69.95	68.81
b) Non-Controlling Interest
Total Comprehensive Income	9,003.96	5,889.52	9,206.96	5,313.43
Attributable to
a) Owners of the Company	9,003.96	5,889.52	9,089.68	5,322.74
b) Non-Controlling Interest			117.28	(9.31)
Opening Balance in Retained Earnings	56,586.83	52,398.79	55,538.85	51,917.59
Less: Dividend Paid	1,701.48	1,701.48	1,701.48	1,701.48
Closing balance in Retained Earnings	63,889.31	56,586.83	62,927.05	55,538.85

I. STANDALONE PERFORMANCE

During the financial year, the Company on a standalone basis has reported total revenue of H1,55,359.71 Lakhs against H1,39,851.92 Lakhs in the previous financial year.

The profit(aftertax) H8,939.04 Lakhs against

H5,823.82 Lakhs in the previousfinancial year. The exports made by the Company stood at H7104.75 Lakhs against

H8,186.56 Lakhs in the previous financial year.

II. CONSOLIDATED PERFORMANCE

During the financial year, the Company on a consolidated basis has reported total revenue of H1,57,677.35 Lakhs against H1,39,857.72 Lakhs in the previous financial year The profit (after tax) stood at H9,137.01 Lakhs against

H5,244.62 Lakhs in the previous financial year

STATE OF COMPANYS AFFAIRS AND OPERATIONS

The Company is a leading player in the branded outerwear and innerwear category and have grown and evolved into a noteworthy player in the Indian hosiery space. The Company stoodat has introduced the following categories namely. Dollar–Man, Woman, Junior, Always Thermal and Protect. The Company has significantly increased its brand recall through our dedicated branding initiatives that seamlessly connect with the millennials and cater to their needs.

Over the years, the Company has built a well-connected and a diversified design-to-production team, supported by a large in-house designers, pan India suppliers, unmatchable distribution . system, robust footprint in almost all areas, digitalization and an automated inventory management system during sale spike seasons. With in-depth research on demographics of customers, the brand focuses on fashion and comfort and as market leaders, has strived to stay ahead of the fashion curve over last few years.

During these 52 glorious years the Company has come a far way. The Company has reworked on its Force NXTs logo and product designing and quality as part of evolution of its premium innerwear product line. Coming to the new categories the Company under its ‘Dollar Woman brand celebrated the freedom of spirit every woman deserves with its newly launched lingerie line with a varied range of products like Everyday Bra, T-shirt Bra, Sports Bra, Beginners Bra, Strapless Bra, Sleep Bra, Nursing Bra. New products have been launched in FY 2023-24 by the name of DOLLAR ACTIVE WEAR WOMAN 2023, which includes new category of products like CREW NECK, CAPRI, LEGGINGS.

The wide variety of Dollar products are spread across 6 categories - MAN, WOMAN, JUNIOR, ALWAYS, THERMALS

& PROTECT. Bollywood superstar Mr Akshay Kumar, endorsing Dollar Man, is associated with Dollar as the brand ambassador for over 14 years. Actress, Ms Yami Gautam is the brand ambassador for Dollar Women i.e Missy and Actor, Mr Saif Ali Khan is the brand ambassador for Dollar Always i.e

Lehar. As a major step, Dollar Industries has signed superstar,

Mr Mahesh Babu as their Brand Ambassador for South India and Aims 50% Sales Growth in South India in FY 2024 – 25.

The response in new products has been encouraging and very well appreciated and every segment of the business is scaling up strongly with each passing year. The unique proposition of blending in apparel like aesthetics without compromising on comfort and design has resonated extremely well with the consumers. Being focused, the Company has incorporated new concepts and designs and have started full scale rollouts. Moreover, healthy and cordial relationship with suppliers, customers and our employees are fundamental pillars of Dollars growth strategy and together they have made this journey pleasant.

CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company and the Company continues to focus on improving its operational efficiencies.

DIVIDEND

Your Board is pleased to recommend a dividend of H3/- (previous year H3/- on face value of H2/- fully paid-up) per equity share of H2/- fully paid-up (i.e. 150 % on the paid-up value of Equity

Shares). The proposal is subject to the approval of the Members at the 31^st Annual General Meeting (AGM) of the Company scheduled to be held on Friday August 02, 2024. The dividend payout is in the line with the dividend distribution policy as adopted by the Company.

The total outflow on account of dividend to the shareholders will . be H1,701.48 Lakhs (subject to deduction of TDS as per Section

194 of the Income Tax Act, 1961)

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has in place a Dividend Distribution Policy and the same is also available on the Companys website URL https:// www.dollarglobal.in/assets/upload/corporate-policy/dividend_ distribution_policy.pdf.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the general . reserves or any other reserve for the financial year under review.

FINANCIAL STATEMENTS

, The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified under Section 133 of the Companies Act, 2013 read with the Companies Accounts Rules, 2014 and Regulation 48 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the FY2023-24 as applicable to the Company.

The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions are reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2024.

The financial statements of its Subsidiary Company viz. Dollar

. Garments Private Limited and its Joint Venture Company viz. Pepe Jeans Innerfashion Private Limited has been prepared and consolidated with the Company and forms an integral part of this Report.

The financial of its aforesaid Subsidiary Company and Joint

Venture Company are not attached to this report and pursuant to the provisions of Section 136 of the Companies Act 2013, the Company will make availablethesaidfinancial statements of the Subsidiary and Joint Venture Company upon a request by any member of the Company. The financial statements of the

Companies will also be available for inspection to the members through electronic mode. The members desiring the financial statements of the Subsidiary and Joint Venture Company, may send their request in writing to the Company at investors @ dollarglobal.in However, pursuant to Section 129(3) of the Companies Act,

2013, a statement containing the salient features of the financial statements of the Subsidiary and Joint Venture Company are attached to the financial statements in Form AOC-1 is annexed herewith as Annexure – ‘K and forms a part of this Report.

SHARE CAPITAL

There is no change in the authorised, issued, subscribed and paid-up share capital during the financial year under review.

The authorised share capital of the Company as on March 31, 2024 stood at H11,50,00,000 (INR Eleven Crore Fifty Lakhs) divided into 5,75,00,000 (Five Crore Seventy Five Lakhs) Equity Shares of face value of H2/- each.

The issued, subscribed and paid-up share capital of the Company is H11,34,32,240 (Rupees Eleven Crore Thirty Four Lakhs Thirty Two Thousand Two Hundred Forty) divided into 5,67,16,120(Five Crore Sixty Seven Lakhs Sixteen Thousand One Hundred Twenty) Equity Shares of face value of H 2/- each, fully paid up.

The Company has not issued any Equity Shares, Equity Shares with differential rights, Sweat Equity Shares, Employees Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital and Debentures)Rules, 2014 and Section 42 and 62 of the Companies Act, 2013.

DOLLAR EMPLOYEE STOCK OPTION PLAN (2022)

* Dollar Industries Limited has received in-principal approval from Bombay Stock Exchange (BSE) on October 23, 2023 for issue and listing of upto a maximum of 7,80,000 Equity Shares of H2/- each to be allotted pursuant to Dollar Employees Stock Option Plan – 2022.

* Dollar Industries Limited has also received in-principal approval from National Stock Exchange (NSE) on October 25, 2023 for issue and listing of upto a maximum of 7,80,000 Equity Shares of H2/- each to be allotted pursuant to Dollar Employees Stock Option Plan – 2022.

DEPOSITS

The Company has not accepted any deposits during the year in terms Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure – ‘A and forms a part of this Report.

CORPORATE GOVERNANCE

The Companys philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders.

The Company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit of all stakeholders. The Company has implemented all the stipulations as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements set out by SEBI.

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Listing Agreement entered by the Company with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable Regulations as issued by SEBI and as amended from time to time a report on Corporate Governance along with a Certificate from Mr. Santosh Kumar Tibrewalla,

Practicing Company Secretary (Membership No.:3811 ; CP No.: 3982), regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure – ‘B & ‘C respectively and forms a part of this Report.

The certification by CEO & CFO as per Regulation 17(8) of SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure – ‘D and forms a part of this Report.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Companys website URL https://www.dollarglobal.in/assets/upload/corporate-policy/ Companys-code-of-conduct.pdf

The Board Members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a declaration signed by the Managing Director & CEO to this affect is annexed herewith as Annexure – ‘E and forms a part of this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion and Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company for the reporting year is annexed herewith as Annexure – ‘F and forms a part of this Report.

DIRECTORS

Resignation/Cessation

During the year under review Mr, Binay Kumar Agarwal (DIN:01342065) Non- Executive Independent Director of the Company has completed his tenure of 2^nd term of 5 consecutive years and accordingly ceased to be an Independent Director of the company w.e.f. April 01, 2024.

Appointment/Re-appointment

During the year under review on recommendation of the Nomination and Remuneration Committee, Ms Vibha Agarwal (DIN:00060102) has been appointed as a Non-Executive Independent Director (Additional Director) on the Board of the

Company with effect from April 01, 2024,for a period of 5(five) consecutive years, not liable to retire by rotation, as specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 17(1)(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders has been obtained from the Shareholders by means of Postal Ballot within the prescribed time.

However, pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the continuance of Ms. Vibha Agarwal is subject to Shareholders approval in the ensuing 31^st Annual General Meeting of the Company.

In terms of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. Rajesh Kumar Bubna, Ms.Vibha Agarwal, Ms. Divyaa Newatia, Mr. Srikumar Bandhopadhyay and Mr. Sandip Kumar Kejriwal are the Independent Directors of the Company as on the date of this Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company: a. Under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; b. That they have complied with the Code of Conduct of Independent Directors prescribed under Schedule IV of the Companies Act, 2013; and c. That they have duly registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies

(Appointment and Qualifications of Directors) Rules, 2014 including any amendments thereto.

Retirement by rotation

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gopalakrishnan Sarankapani (DIN: 07262351), Whole Time Director of the Company, retires by rotation at the ensuing 31^st Annual General Meeting and being eligible has offered for his re-appointment.

Appointment and resignation of Whole-time Key Managerial Personnel (KMP)

During the year under review, Ms. Mamta Jain resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. September 15, 2023 due to her personal reasons and Mr. Lalit Lohia was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. September 15, 2023.

In terms of Section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Managerial Personnel (KMP) of the Company as on March 31, 2024 are:

1. Mr. Vinod Kumar Gupta – Managing Director & CEO

2. Mr. Ajay Kumar Patodia Chief Financial Officer

3. Mr. Lalit Lohia Company Secretary and Compliance Officer

(w.e.f September 15, 2023)

None of the Directors of the Company are disqualified under

Section 164(2) of the Companies Act, 2013 and Rules made thereunder. The Directors have also made necessary disclosures to as required under provisions of Section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Companys code of conduct policy for the F.Y. 2023-24.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability, hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on March 31, 2024;

3. Proper and sufficient care has been taken, 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;

4. The annual accounts have been prepared on a going concern basis;

5. The Directors have laid down Internal Financial Control to be followed by the Company and that such Internal Financial Control are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the Internal Financial Control framework, audit procedure and compliance system as established and maintained by the Company. The Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the F.Y. 2023-24.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors

M/s Singhi & Co., Chartered Accountants, (Firm Reg No.: 302049E), were appointed as Statutory Auditors of the Company at 29^th Annual General Meeting (AGM) of the Company held on Thursday, July 28, 2022 for the period of 5 (Five) Year and would continue to hold the office of Statutory Auditor till the conclusion of the 34^th AGM of the Company to be held for the FY 2026-27.

The observations, if any, made by the Statutory Auditor, M/s Singhi & Co., Chartered Accountants, (Firm Reg No.: 302049E) in their Auditors Report (both Standalone and Consolidated) together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remarks or disclaimer.

(ii) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee has re-appointed M/s. Pranab Chakrabarty & Associates, Cost Accountants (Firm Reg No.: 000803) as the Cost Auditors to conduct the audit of the cost records of the Company for the FY 2024-25.

The Company has received consent letter from them and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for FY 2024-25.

The remuneration payable to the Cost Auditors is required to be ratified by the shareholders in the 31^st Annual General Meeting and is, therefore, accordingly proposed in the Notice convening the 31^st Annual General Meeting as annexed to this Report.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015, the Board of Directors had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.:3811 ; CP No.: 3982), Peer Reviewed, as the Secretarial Auditor to conduct the secretarial audit of the Company for F.Y. 2024-25.

The report of the Secretarial Auditor MR-3 for the F.Y. 2023-24 is annexed herewith as Annexure – ‘G and forms a part of this Report which is self-explanatory and hence do not call for any further explanation. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer.

(iv) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Pawan Gupta & Co., Practicing Chartered Accountants (Firm Regn. no. 318115E) as the Internal Auditors of the Company to conduct the internal audit of the Company for FY 2024-25

2. Systems, Applications & Products in Data Processing (SAP)

We have embarked on a significant digital transformation initiative with the successful implementation of SAP, a comprehensive enterprise resource planning (ERP) system. This integration streamlines critical business functions, including finance, inventory management, customer relationship management. SAP will enhance data visibility, improve operational efficiency, and empower data driven decision-making, positioning us for continued growth and success in the years to come.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with Schedule VII of the Companies Act, 2013, as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules 2014. The Company has adopted the CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company.

The CSR policy formulated by the Company is available on the Companys website https://www.dollarglobal.in/assets/upload/ corporatepolicy/98296232c46f7b3d53a11d9ab3cd3662.pdf

The details of the CSR Committee has been provided in the Corporate Governance Report as annexed to this Report and the CSR activities are mentioned in the ‘Annual Report on CSR Activities is annexed herewith as Annexure – ‘H and forms a part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of remuneration to Directors, Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure – ‘I and forms a part of this Report. Pursuant to Section 136(1) of the Companies Act, 2013, the Directors Report excludes the information on employees particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on investors@ dollarglobal.in.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)

The Company has provided BRSR in lieu of Business Responsibility Report and the same is in line with the SEBI requirement based on the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business notified by Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and the amendment to Listing Regulations in May 2021. The Company reported its performance for FY 2023-24 as per the BRSR framework, describing initiatives taken from an environmental, social and governance perspective. As per Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, BRSR for FY 2023-24 is a part of this Annual Report. Report on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA, is annexed herewith as Annexure – ‘J and forms a part of this Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been committed to create and provide an environment that is free from any kind of discrimination and harassment including sexual harassment. The Company has formulated and adopted an Anti-Sexual Harassment Policy in line with requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH) and Rules made thereunder that provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity. The PoSH policy is also placed on the Companys website https://www.dollarglobal.in/ assets/upload/corporate-policy/3c5c0354175054bbb2 095929613a5dc6.pdf

All employees (permanent/contractual/temporary/ trainees) are covered under this policy. The policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

WEBSITE

The Company has developed and maintained its fully functional website www.dollarglobal.in which has been designed to exhibit the detailed information on the Companys business and product range. The site carries a comprehensive database of information of the Company from investors perspective. All the mandatory information and disclosures as per the requirements of the Companies

Act, 2013, and Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest/ knowledge has been duly provided on the website of the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the code of conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor and report trading by designated persons and procedures to be followed and disclosures to be made, while dealing in the securities of the Company, under Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of un-published price sensitive information.

The code is applicable to Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company; the aforesaid code of conduct for prevention of insider trading is duly placed on the website of the Company at www.dollarglobal.in.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Also, time to time internal trainings and awareness programmes were conducted during the year to make the employees familiar with Insider Trading Policy of the Company formulated as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURES AS PER APPLICABLE PROVISIONS COMPANIES ACT, 2013/LISTING AGREEMENT/ (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Particulars of contract or arrangements with related parties

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction as proposed to be entered into by the Company with its related parties.

A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and repetitive in nature. All the transactions pursuant to the omnibus approval so granted by the Audit Committee and transactions which are not at arms length and granted by Board, is audited and a detailed quarterly statement of all Related Party Transactions is placed before the Audit Committee on quarterly basis for its review. The necessary disclosures regarding the related party transactions are given in the notes to accounts.

There were no materially significant related party transactions with the Companys Promoters, Directors and others as defined in section 2(76) of the Companies

Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have potential conflict of interest with the Company at large.

The policy on related party transactions as approved by the Board is available on the Companys website at www.dollarglobal.in. The Company obtains necessary approval of the Audit Committee and Board of Directors were taken, wherever required, in accordance with the aforesaid policy.

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure of transactions of the Company with its Promoter Group Company, holding more than 10% of Equity Shares in the Company are provided herein below:-

Name of the Promoter	Nature of Transaction	(K in Lakhs)
Group
Dollar Holdings Private	Rent Paid	15.29
Limited	Electricity Expenses	0.10
	Paid
	Dividend Paid	787.37
V.K. Mercantile Private	Rent Paid	5.08
Limited	Dividend Paid	235.58

ii) Number of Board of Directors Meeting

The Board of Directors met 5 (Five) times during the FY 2023-24. The details of the Board Meeting and attendance of the Directors are provided in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

iii) Composition of Audit Committee

The Board had constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

iv) Recommendation by Audit Committee

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

v) Nomination and Remuneration Committee

The Board had constituted the Nomination and Remuneration Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

vi) Stakeholders Relationship Committee

The Board had constituted the Stakeholders Relationship Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

vii) Risk Management Committee

The Board had constituted the Risk Management Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Certificate from Practicing Company Secretary

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

viii) Corporate Social Responsibility Committee

The Board had constituted the Corporate Social Responsibility under the applicable provisions of the Companies Act, 2013.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

ix) Management and Finance Committee

The Board had constituted the Management and Finance Committee to carry out the powers as delegated to it from time to time.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

x) Share Transfer Committee

The Board had constituted the Share Transfer Committee to carry out the powers as delegated to it from time to time.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

xi) Risk Analysis

The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting of risks associated with the business of the Company.

Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuing basis.

xii) Extracts of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for FY 2023-24 is placed on the Companys website https://www.dollarglobal.in/assets/ upload/news/64fafecc5318af418c9ecd40fea21768.pdf

This Annual Return is subject to such changes/alterations/ modifications as may be required to carry out subsequent to the adoption of the Directors Report by the Shareholders at the 31^st Annual General Meeting and receipt of (PCS) which the Shareholders agree and empower the Board/Company and the copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company

xiii) Internal Financial Control

The Company has in place adequate Internal Financial Control System as required under section 134(5)(e) of the Companies Act 2013. The system covers all major processes including operations, to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. During the year under review such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

The Audit Committee periodically reviewed and took suitable measures for any observation or recommendation suggested by the internal auditors on the efficacy and adequacy of the Internal Financial Control.

xiv) Disclosure relating to material deviations/ variations

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no material deviations/variances noted in the Company. Further the Company has not made any public issue, right issue and preferential issue during the year under review.

xv) Loans, Guarantees and Investments

During the year under review, the Company had invested and deployed its surplus funds in shares and securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose and are appended in notes to the financial statements.

xvi) Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report

There has been no material changes since the closure of the financial year till the date of the report affecting any financial position of the Company.

xvii) Subsidiaries, Associates or Joint Ventures

The Consolidated Financial Statements prepared and presented by the Company include financials of its Joint Venture Company, Pepe Jeans Innerfashion Private Limited and its Subsidiary Dollar Garments Private Limited which has been prepared in compliance with the applicable Accounting Standards.

xviii) Evaluation of the Boards performance

Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process covering various aspects of the functioning of the Board, such as composition of the Board and Committees, effectiveness of Board process, information and functioning, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the Director, understanding of the Companys business, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on February 6, 2024.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

xix) Nomination, Remuneration and Evaluation Policy

The Company on recommendation of its Nomination and Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with Section 178 of the Companies Act, 2013 read with the Rules made therein and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges (as amended from time to time). The policy, inter-alia, contains criterias for Directors appointment and remuneration including determining qualifications, positive attributes, independence of a Director, etc. This policy is formulated to provide a framework and set standards in relation to the following and details on the same are given in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company;

b. Remuneration in any form payable to the Directors, KMPs and Senior Management Executives;

c. Evaluation of the performance of the Directors;

d. Criteria for determining qualifications, positive attributes and independence of a Director

xx) Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established vigil mechanism for Directors and employees to report genuine concerns to the management viz. instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. This policy enables the employees or other connected person having interest in any transactions with the Company to report any unethical or improper practices noticed in the organisation. The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior and accordingly as per the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed its Whistle Blower Policy to enable all the employees and the Directors to report any violation of the Code of Ethics as stipulated in the said policy, By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue or concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimisation, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism Policy is available on the Companys website at www.dollarglobal.in and also set out in the Corporate Governance Report as annexed herewith as Annexure – ‘B and forms a part of this Report.

xxi) Cost Records and Cost Audit

Pursuant to Section 148(1) of the Companies Act, 2013 and Rules framed thereunder, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts are made and records are maintained. The Board on recommendation of the Audit Committee has re-appointed M/s. Pranab Chakrabarty & Associates, Cost Accountants (Firm Regn. No.: 000803) as the Cost Auditors for the F.Y. 2024-25 and has recommended the remuneration payable to the Cost Auditor for ratification at the ensuing Annual General Meeting.

SECRETARIAL STANDARDS

The Company is compliant with all the mandatory secretarial standards as issued by the Institute of Company Secretaries of India. (ICSI)

INDUSTRIAL RELATIONS

The industrial relation during the FY 2023-24 had been cordial. The Directors take on record the committed support received from its agents, dealers, suppliers and crucial efforts made by the senior management personnel, officers, employees and workers towards overall growth and development of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There has been no significant and material orders passed by regulators or courts or tribunals impacting going concern status and Companys operations in future.

ACKNOWLEDGEMENT

Your Directors would like to express their earnest appreciation for the assistance and co-operation received by the Company from its various stakeholders, financial institutions, banks, government authorities and business associates. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders. Your Directors wish to place on record their deep sense of appreciation to all the employees at all levels for their committed services, exemplary professionalism and enthusiastic contribution during the year.

Registered Office:
Om Tower, 15th floor,	By order of the Board of Directors
32, J. L. Nehru Road,	For Dollar Industries Limited
Kolkata - 700 071
	Sd/-	Sd/-
	Vinod Kumar Gupta	Krishan Kumar Gupta
Date: May 21, 2024	Managing Director	Whole-time Director
Place: Kolkata	(DIN: 00877949)	(DIN: 01982914)