Directors Report of DOMS Industries Ltd.

Mar 31, 2025

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.

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 26,757.29 lakhs 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:

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 J 30,072.62 lakhs as compared to J 24,452.42
lakhs in the previous financial year. Profit before Tax has increased
by 30.95% to J 25,497.04 lakhs as compared to J 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 J 18,986.40
lakhs as compared to J 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 J 34,844.87 lakhs as compared to J 27,272.65 lakhs in the

previous financial year. Profit before Tax has increased by 33.73% to
J 28,682.22 lakhs as compared to J 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 J 21,353.61 lakhs as
compared to J 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 ? 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 ? 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 approve!
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 financia
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/.

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 [email protected].

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 1,168.28 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 Company''s objective.

During financial year 2024-25, revenue from operations of Micro
Wood has increased by 15.76% to J 9,011.68 lakhs as compared
to J 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 J 1,409.62 lakhs as compared to J 1,224.82 lakhs in the
previous financial year. Net Profit After Tax of Micro Wood has
increased by 18.94% to J 567.50 lakhs as compared to J 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 of J 895.64 lakhs. It''s Operating Profit stood at
J 95.83 lakhs and Net Profit After Tax was J 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 J 11,220.87 lakhs. It''s
Operating Profit for the period stood at J 973.88 lakhs and Net
Profit After Tax for the period was J 465.58 lakhs.

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 ? 790.10 lakhs as compared
to ? 465.98 lakhs in previous financial year. Net Profit after tax
of ClapJoy is ? 0.55 lakhs as compared to loss of ? 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 ? 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 one¬
time 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

---

Mar 31, 2024

Your Board of Directors (''Board'' or ''Directors'') hereby present their Eighteenth Board''s Report (''this Report'') highlighting the business and operations of DOMS Industries Limited (''DOMS'' or ''the Company'' or ''Your Company'') along with the Audited Standalone and Consolidated Financial Statements of your Company for the financial year ended March 31, 2024. Financial Year 2023-24 has been a milestone year in our journey and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company''s IPO and for reiterating their faith in its long-term growth story.

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

FINANCIAL PERFORMANCE

Below is a condensed overview of the financial performance of the Company for the financial year ended March 31, 2024 and March 31, 2023.

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	138,781.79	108,246.67	153,714.18	121,189.04
Other Income	990.69	389.89	1,013.21	463.25
Total Income	139,772.48	108,636.56	154,727.39	121,652.29
Profit Before Interest, Depreciation and Tax	25,443.11	16,771.52	28,284.16	19,129.31
Finance Cost	1,361.38	1,001.22	1,712.38	1,188.00
Depreciation	4,610.69	3,836.60	5,123.55	4,065.03
Profit Before Tax	19,471.04	11,933.70	21,448.23	13,876.28
Less: Provision for Tax
Current Tax	5,094.10	3,271.93	5,644.29	3,785.24
Deferred Tax	(132.94)	(196.28)	(162.21)	(196.07)
Profit after tax	14,509.88	8,858.05	15,966.15	10,287.11
Other Comprehensive Income/ (Loss)	(153.56)	(7.28)	(153.37)	(3.20)
Total Comprehensive Income/ (Loss) for the year	14,356.32	8,850.77	15,812.78	10,283.91
Earnings Per Share (Face Value of Share ^ 10 each)
Basic (?)	25.22	15.75	27.75	18.29
Diluted (?)	25.22	15.75	27.75	18.29

STATE OF THE COMPANY''S AFFAIRS Standalone Revenue

During the financial year 2023-24, the Company''s Standalone revenue from operations has increased by 28.21% to ^ 138,781.79 lakhs as compared to ^ 108,246.67 lakhs in the previous financial year. Domestic sales (net) has increased by 32.81% to ^ 116,521.67 lakhs as compared to ^ 87,733.48 lakhs in the previous financial year. Export sales (net) has increased by 8.53% to ^ 22,020.28 lakhs as compared to ^ 20,289.50 lakhs in the previous financial year.

Standalone Sales (net) Comparison (? in lakhs)

Domestic Sales		87,733.48
			1,16,521.67
Export Sales	20,289.50 22,020.28

Consolidated Revenue

During the financial year 2023-24, the Company''s Consolidated revenue from operations has increased by 26.84% to ^ 153,714.18 lakhs as compared to ^ 121,189.04 lakhs in the previous financial year. Domestic sales (net) has increased by 33.32% to ^ 126,685.31 lakhs as compared to ^ 95,021.22 lakhs in the previous financial year. Export sales (net) has increased by 3.93% to ^ 26,757.29 lakhs as compared to ^ 25,744.73 lakhs in the previous financial year.

Consolidated Sales (net) Comparison (? in lakhs)

			95,021.22
Domestic Sales
				1,26,685.31
Export Sales		25,744.73 26,757.29 ¦ 2022-23 B 2023-24

Consolidated Product Categories Performance

The table below sets forth a break-up of Gross Product Sales (Gross of sales incentives, rebates and discounts) on consolidated basis across our product categories for financial year 2022-23 and 2023-24:

(? in lakhs)

Product Categories	2023-24	2022-23
Scholastic stationery	68,765.38	56,880.64
Scholastic art material	42,106.64	29,279.73
Kits and combos	15,302.10	12,638.25
Paper stationery	14,622.85	12,735.16
Office supplies	10,933.90	7,524.47
Hobby and craft	1,963.57	1,572.59
Fine art products	1,641.34	1,416.91
Others	1,764.35	1,125.63

Standalone Profitability

EBITDA on a standalone basis for the financial year 2023-24 has increased by 49.27% to ^ 24,452.42 lakhs as compared to ^ 16,381.63 lakhs in the previous financial year. Profit before Tax has increased by 63.16% to ^ 19,471.04 lakhs as compared to ^ 11,933.70 lakhs in the previous financial year. During the financial year 2023-24, the Company''s Net Profit after Tax has increased by 63.80% to ^ 14,509.88 lakhs as compared to ^ 8,858.05 lakhs in the previous financial year.

Consolidated Profitability

Consolidated EBITDA for the financial year 2023-24 has increased by 46.11% to ^ 27,272.65 lakhs as compared to ^ 18,665.96 lakhs in the previous financial year. Profit before Tax has increased by 54.57% to ^ 21,448.23 lakhs as compared to ^ 13,876.28 lakhs in the previous financial year. During the financial year 2023-24, the Company''s Net Profit after Tax has increased by 55.20% to ^ 15,966.15 lakhs as compared to ^ 10,287.11 lakhs in the previous financial year.

Profitability Comparision (? in lakhs)
Standalone Net Profit	8,858.05
	14,509.88
Consolidated	10,287.11
Net Profit	15,966.15
	B 2022-23 ¦ 2023-24

Dividends

Your Directors are pleased to recommend a payment of ? 2.50 per Equity Share of ? 10 each as final dividend for the financial year 2023-24. The payment of final dividend, recommended by the Board of Directors at their Meeting held on May 24, 2024, is subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company which is proposed to be held on Monday, September 23, 2024. The record date for the purposes of payment of final dividend is Monday, September 16, 2024 and payment will be made on or before October 22, 2024.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. Pursuant to Regulation 43A of SEBI LODR Regulations, the Company has approved and adopted the Dividend Distribution Policy, setting out broad principles for guiding the Board and the management in matters concerning declaration and distribution of dividend, with a view to ensure fairness, transparency, sustainability, and consistency in the decision for distributing profits to shareholders.

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

On June 16, 2023, in respect of the financial year ended March 31, 2023, the Board of Directors of the Company has paid an interim dividend of ? 250.00 per Equity Share outstanding as on March 31, 2023, resulting in a cash outflow of ^ 931.30 lakhs.

Transfer to Reserves

For the financial year 2023-24, the Board of Director have decided to retain the entire amount of profit in the Statement of Profit & Loss as at March 31, 2024.

SIGNIFICANT/ MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR

Initial Public Offering

During the financial year 2023-24, the Company undertook the Initial Public Offer (''IPO'') of 15,196,510 Equity Shares of face value of ? 10 each of the Company for cash at a price of ? 790 per Equity Share, including a premium of ? 780 per Equity Share. The bidding of the IPO Commenced on December 13, 2023 and concluded on December 15, 2023. The allotment of IPO was finalized on December 18, 2023 and the Equity Shares of the Company got listed on BSE Limited (''BSE'') and National Stock Exchange of India Limited (''NSE'') (''BSE'' & ''NSE''

hereinafter will be collectively referred to as ''Stock Exchanges'') with effect from December 20, 2023.

The IPO comprised of fresh issue of shares and offer for sale by certain Promoters of the Company. The Fresh issue size included a reservation of 69,930 Equity Shares for purchase by eligible employees.

The details of the issue are stated below.

Particulars	No. of Equity Shares	Amount
Fresh Issue Size	4,437,018	35,000.00
Offer for Sale Size	10,759,492	85,000.00
Total Offer Size	15,196,510	120,000.00

The issue was led by book running Lead Managers i.e. JM Financial Limited, BNP Paribas, ICICI Securities Limited, IIFL Securities Limited (collectively referred to as ''BRLM''). The Board places on record its appreciation for the support provided by various Authorities, Stock Exchanges, BRLMs, Legal Counsels, Depositories, Consultants, Auditors and Employees of the Company for making the IPO of the Company a success. We are gratified and humbled by the strong participation shown in the Company''s IPO by leading domestic and global institutional investors, NRIs, HNIs, retail investors and other market participants.

Proceeds from IPO

The details of the proceeds raised through the issue of fresh Equity Shares are set forth below:

Particulars	Amount
Gross Proceeds of the Fresh Issue	35,000.00
(Less) Net of provisional IPO Expenses	(1,842.50)
Net Proceeds	33,157.50

Monitoring Agency

As IPO of the Company included fresh issue of Equity Shares, the Company appointed CRISIL Ratings Limited as Monitoring Agency of the Company which provides report on a quarterly basis regarding utilization of IPO proceeds and the same is filed on the Stock Exchanges in timely manner pursuant to the requirements of Regulation 41(2) of Securities Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as amended, (''SEBI LODR Regulations'').

The utilization of funds raised through IPO as on March 31, 2024 have been mentioned hereunder:

Item Head	Amount Allocated	Amount Utilized
Part-financing the cost of establishing the Proposed Project	28,000.00	2,729.77
General Corporate Purpose	5,157.50	4,932.58
Total	33,157.50	7,662.35

Listing of Securities on Stock Exchanges

The Company received listing and trading approvals from the Stock Exchanges on December 19, 2023 and subsequently, the Equity Share: were listed on Stock Exchanges on December 20, 2023.

Acquisition of Stake in Micro Wood Private Limited

In August 2023, the Company has acquired 75.00% of Equity Share capital of Micro Wood Private Limited (''Micro Wood''). Accordingly, with effect from August 01, 2023, Micro Wood became subsidiary of the Company.

Micro Wood, is engaged in the business of manufacturing tin and paper-based packing material. The acquisition was in line with your Company''s strategy in achieving greater degree of backward integration.

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 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 2023-24.

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 SKIDO Industries Private Limited

The Company has acquired 51.00% of Equity Shares capital of SKIDO Industries Private Limited (''SKIDO''). Accordingly, SKIDO became subsidiary of the Company with effect from April 01, 2024. SKIDO is engaged in the business designing, manufacturing, marketing and sale of all types of bags, pouches and related products and the promoters of SKIDO has over two decades of experience in this business. With effect of Acquisition, your Company has expanded its business in the back-to-school category by entering in product lines which are associated through the growing year of kids, children and young adults.

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

SHARE CAPITAL

The Share Capital of the Company underwent change during the financial year 2023-24 as follows:

Authorised Share Capital

• On July 03, 2023, the Authorised Share Capital of the Company was increased from ^ 50.00 lakhs divided into 5,00,000 Equity Shares of ? 10 each to ^ 7,000.00 lakhs divided into 70,000,000 Equity Shares of ? 10 each.

• As on March 31, 2024, the Authorised Equity Share capital of the Company was ^ 7,000.00 lakhs comprising of 70,000,000 Equity Shares of face value of ? 10 each.

Issued, Subscribed and Paid up Share Capital

Bonus Shares

On July 06, 2023, the Board issued and allotted 55,877,700 Equity Shares of ? 10 each amounting to ? 5,587.77 lakhs in the ratio of 150:1 to the existing shareholders of the Company through Bonus issue.

Allotment of Shares pursuant to IPO

On December 18, 2023, the Company allotted 4,437,018 Equity Shares of face value of ? 10 each amounting to ^ 35,000.00 lakhs of face value of ? 10 each.

As on March 31, 2024, the issued, subscribed and paid-up Equity Share capital of the Company was ^ 6,068.72 lakhs comprising of 60,687,236 Equity Shares of face value of ? 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 and retain key talents working with the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability and to retain and motivate senior and critical human resources and to promote loyalty to the Company. The ESOP 2023 is in accordance with the provisions of the Act and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI SBEBSE Regulations'').

The Directors of the Company at their meeting held on July 20, 2023 and the Shareholders of the Company at the extra ordinary general meeting held on July 23, 2023, 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.

The Company, post the listing of its Equity Shares as per the requirements of Regulation 12(1) of SEBI SBEBSE Regulations, duly ratified, by way of a Special Resolution passed through Postal Ballot by the Shareholders of the Company on May 17, 2024, the ESOP 2023 plan.

During the year under review, the Company has not made grants of options to the eligible employees of the Company and its subsidiaries

from the said Plan. Hence, the disclosures as required under SEBI SBEBSE are not applicable to the Company as on March 31, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for financial year 2023-24 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''). The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of your Company, its Subsidiaries and Associate Company, as approved by their respective Board of Directors and forms 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, 2024, the Company''s Board has 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 consists of 03 (three) Women Director 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.

a. Changes in Directors and Key Managerial Personnel:

During the financial year 2023-24, following changes were made in Board of Directors and Key Managerial Personnel of the Company.

The Board of Directors and Shareholders of the Company approved the appointments of Gianmatteo Terruzzi (DIN: 10229991), Rajiv Mistry (DIN: 01382798), Mehul Shah (DIN: 02127656) and Darshika Thacker (DIN: 03532365) as NonExecutive Independent Directors of the Company for the first term of 05 (five) consecutive years with effect from July 14,

2023, whose office shall not be liable to retire by rotation.

Further, Chandni Somaiya (DIN: 02003554) and Ketan Rajani (DIN: 02490829) were appointed as Whole-time Directors of the Company for the period of 05 (five) consecutive years with effect from July 06, 2023, whose office shall be liable to retire by rotation.

Mitesh Padia, Associate Member of Institute of Company Secretaries of India (''ICSI'') was appointed as full time Company Secretary of the Company and the Compliance Officer with effect from July 06, 2023 and July 20, 2023, respectively.

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, Santosh Raveshia (DIN: 00147624), Managing Director and Chandni Somaiya (DIN: 02003554) Whole-time Director of the Company being longest in the office from the date of his appointment shall be liable to retire by rotation at the ensuing Annual General Meeting 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.

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 18^th Annual General Meeting Notice, dated August 12, 2024 of the Company.

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 requisite qualifications, skills, experience and expertise and they hold highest standards of integrity required to discharge their duties with an objective 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 has 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 Qualification 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 Directors undertaken in compliance with the provisions of the Act and the SEBI LODR Regulations is provided in the Corporate Governance Report, which forms part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 12 (twelve) times during the financial year 2023-24. The details of board meetings held and attended by each Director during the financial year 2023-24, are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed the timelines, as prescribed under the Act and the SEBI LODR Regulation

COMMITTEES TO THE BOARD

As on March 31, 2024, 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 a crucial role in the governance structure of the Company as they deal with specific matters of the Company that needs a closer review and are governed by their terms of reference.

During the financial year 2023-24, 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 2023-24, the Company''s credit rating on the Banl Loan facilities was upgraded from ''CRISIL A-/Stable'' to ''CRISIL A/Stable''.

Thereafter, on May 10, 2024, CRISIL Ratings Limited (''CRISIL'') has upgraded the credit rating on the bank loan facilities of the Company from CRISIL A/Stable'' to CRISIL A /Positive''.

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

There Company is not required to transfer any amount of unpaid/ unclaimed dividend for the financial year 2023-24 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) various committees of the Board

The Board has put in place a mechanism and have carried 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 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.

The evaluation was carried out by way of internal assessments and the evaluation parameters and 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, is disclosed as ''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 [email protected].

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, 2024, the applicable accounting standards have been followed with proper explanation relating to material departures;

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, 2024 and the profit of the Company as at March 31, 2024;

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; and

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.

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 put in place 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 of 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 includes 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 the 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 further strengthening them.

DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY

As on March 31, 2024, the Company has 02 (two) Subsidiaries and 01 (one) Associate Company. Details regarding the disclosure with

respective to Subsidiaries and Associate Company of the Company in Form AOC-1 is disclosed as ''Annexure II'' which forms part of this Report.

Performance of the Subsidiary Company

1. Pioneer Stationery Private Limited

Pioneer Stationery Private Limited (''Pioneer'') is a Unlisted Material Subsidiary of the Company and is engaged in the business of manufacturing, selling, marketing and distribution of paper stationery products. The management of the Company focused on enhancing quality, efficiency and effectiveness of the business to achieve best-in-class performance. The Board of Directors of the Pioneer frequently reviews the performance of the Company.

During financial year 2023-24, revenue from operations of Pioneer is increased by 14.72% to ^ 16,010.99 lakhs as compared to ^ 13,956.56 lakhs in the previous financial year.

It''s Operating Profit for the financial year 2023-24 is decreased by 14.16% to ^ 1978.05 lakhs as compared to ^ 2,304.23 lakhs in previous financial year. Net Profit After Tax of Pioneer is decreased by 21.07% to ^ 1,168.28 lakhs as compared to ^ 1,480.11 lakhs in previous financial year.

2. Micro Wood Private Limited

During the financial year 2023-24, Micro Wood Private Limited (''Micro Wood'') became Subsidiary of the Company and Micro Wood is engaged in the business of manufacturing tin and paper-based packing materials.

During financial year 2023-24, revenue from operations of Micro wood is increased by 39.37% to ^ 7,784.84 lakhs as compared to ^ 5,585.79 lakhs in the previous financial year. It''s Operating Profit for the financial year 2023-24 is increased by 45.34% to ^ 1,224.82 lakhs as compared to ^ 842.71 lakhs in the previous financial year. Net Profit After Tax of Micro wood is increased by 47.28% to ^ 477.13 lakhs as compared to ^ 323.95 lakhs in previous financial year.

The Annual Reports of the Subsidiary Companies of the Company is 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

3. 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 2023-24, revenue from operations of Clapjoy is ^ 465.98 lakhs. ClapJoy has reported a Loss of ^ 5.70 lakhs for the financial year 2023-24.

DEPOSITS

During the financial year 2023-24, 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, 2024, the total amount of outstanding Unsecured Loan from the Directors of the Company is ^ 7,601.94 lakhs as per Standalone Financial Statements of the Company.

PARTICULARS OF LOANS/ GUARANTEES/ SECURITIES OR INVESTMENTS

Details of the loans, guarantees, security 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 with Promoters, Directors or Key Management Personnel during the year financial year 2023-24. 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 were in conflict 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, 2024, 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 2023-24, is disclosed in Note No. 44 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 and DOMS strongly believe in the social economic development of the society.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and 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) 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 is disclosed as ''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 is disclosed as ''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. In order to achieve this key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide 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 the 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 compliances and business complexities.

During the financial year 2023-24, there are no risks which in the opinion of the Board threatens the existence of the Company. However, certain risk which may pose certain challenges are set out in the Management Discussion and Analysis Report which forms part of this report.

VIGIL MECHANISM

The Company believes in fair conduct of its affairs and sets high standards in good and ethical Corporate Governance practices. In order to inculcate accountability and transparency in its business conduct, the Company has been constantly reviewing its existing policies, systems and procedures.

The Company has established a robust vigil mechanism and has adopted Whistle Blower Policy, 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 the SEBI LODR Regulations.

The Whistle Blower 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 Policy and Vigil Mechanism 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 2023-24, The Company has not received any significant material orders passed by the Judicial Bodies or Regulators impacting the going concern status and operations of the Company.

STATUTORY AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration No.- 101248W/W-100022) will complete their present term on the conclusion of the ensuing 18^th Annual General Meeting of the Company. Further, for the financial year 2023-24, the Statutory Auditors has provided no qualification or adverse remark in the Auditor''s Report and has provided an unmodified opinion.

The Board, based on recommendation received from the Audit Committee, considered the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as the Statutory Auditors of the Company for a term of 05 (five) consecutive years commencing from the conclusion of the ensuing 18^th Annual General Meeting of the Company till the conclusion of the 23^rd Annual General Meeting of the Company and recommended to the Shareholders of the Company for their approval.

Statutory Auditors Report

The observation of the Statutory Auditors in their report read with relevant notes to the accounts are self-explanatory and therefore does not require any further explanations. The Statutory Auditors Report on the financial statements of the Company for the financial year ended March 31, 2024 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. The Company does not expect any material financial impact.

COST AUDITORS

In terms of Section 148 of the Act read with Rule 6(2) of The Companies (Cost Records and Audits) Rules, 2014, the Board had appointed M/s. B.F. Modi & Associates, Cost Accountants in practice to undertake Cost Audit of the product i.e. Rubber and Allied Products manufactured by the Company, falling within the prescribed criteria under the Act. Further, for the financial year 2023-24, the Cost Auditors has provided no qualification or adverse remark in the Cost Audit Report and has provided an unmodified opinion.

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 2024-25.

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 2024-25.

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 of remuneration payable to the Cost Auditors of the Company.

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 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Jignesh Shah, Practicing Company Secretary as Secretarial Auditor to conduct the audit of Secretarial Compliance of the Company for the financial year 2023-24. The Board based on the recommendation of the Audit Committee, has re-appointed, Jignesh Shah, Practicing Company Secretary, as Secretarial Auditor of the Company, to undertake audit of the Secretarial Records of the Company for the financial year 2024-25.

Secretarial Audit Report

The Secretarial Audit Report of the Company and its Unlisted Material Subsidiary Company in form MR-3 is issued, by Jignesh Shah, Practicing Company Secretary for the financial year 2023-24 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 2023-24, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITORS

M/s. Kapadia Shah & 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 suggest improvement. During the year, no material weakness in our operating effectiveness was observed.

The Board based on the recommendation of Audit Committee has re-appointed M/s. HTKS & Co., (Formerly known as M/s. Kapadia Shah & Co.) Chartered Accountants, as Internal Auditors, to undertake audit of the Internal Control Systems of the Company for the financial year 2024-25.

During the financial year 2023-24, the Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARD

During the financial year 2023-24, 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.

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

During the financial year 2023-24, no application has been made under the Insolvency and Bankruptcy Code, 2016. Hence, the requirement to disclose the application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 along with its status at the end of financial year is not applicable.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024, 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 at and can be accessed at www.domsindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of the SEBI LODR Regulations, the Business Responsibility and Sustainability Report for the financial year 2023-24 of the Company, describing various initiatives undertaken by the Company on the 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 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 from 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 also been set up to redress the Complaints received 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.

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 2023-24 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 at the end financial year	Nil

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 places 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 the Board of Directors

Santosh Raveshia Sanjay Rajani

Managing Director Whole-time Director

DIN: 00147624 DIN:03329095

Date: August 12, 2024 Date: August 12, 2024

Place: Umbergaon, India Place: Umbergaon, India