Your Directors are pleased to present the 32nd Annual Report of the Company along with the audited financial statements for thefinancial year ended 31st March, 2025.
The financial highlights of our Company is outlined below
Particulars
Standalone
Consolidated
2024-25
2023-24
Revenue from Operations
1,68,218.59
1,54,912.90
1,71,045.97
1,57,227.45
Other Income
540.05
446.81
534.84
449.90
Total Revenue
1,68,758.64
1,55,359.71
1,71,580.81
1,57,677.35
Profit before Interest, Depreciation and Taxation
18,092.16
15,774.16
18,801.54
16,313.60
Less: Interest
2,585.87
1,784.85
2,815.20
1,849.05
: Depreciation
3,751.46
2,122.32
3,755.58
2,127.38
Add : Share of Profit/(Loss) of Joint Venture
-
152.37
(164.66)
Profit From Operations before Exceptional Items and Tax
11,754.83
11,866.99
12,383.13
12,172.51
Add: Exceptional Items
318.86
Profit Before Tax
12,073.69
Less: Tax Expense
3,040.54
2,927.95
3,161.10
3,035.50
Profit After Tax
9,033.15
8,939.04
9,222.03
9,137.01
Attributable to
a) Owners of the Company
9,103.55
9,019.73
b) Non-Controlling Interest
118.48
117.28
Other Comprehensive Income (net of tax)
80.42
64.92
81.68
69.95
Total Comprehensive Income
9,113.57
9,003.96
9,303.71
9,206.96
9,185.23
9,089.68
Opening Balance in Retained Earnings
63,889.31
56,586.83
62,927.05
55,538.85
Add: Profit for the year
Add: Re-measurement gain/(Losses) on defined benefitobligation
107.47
69.70
Add: Income Tax on above
(27.05)
(4.78)
Add: Share of OCI in Joint Venture
1.26
5.03
Less: Dividend Paid
1,701.48
Closing balance in Retained Earnings
71,301.40
70,410.80
During the financial year, on a standalone basis, the total revenuefrom operations stood at H1,68,218.59 Lakhs as compared toH1,54,912.90 Lakhs in the previous financial year. The profit(after tax) stood at H 9,033.15 Lakhs as compared to H 8,939.04Lakhs in the previous financial year. The exports made bythe Company stood at H 6,577.35 Lakhs as compared toH 7,104.75 Lakhs in the previous financial year.
During the financial year, on a consolidated basis, the totalrevenue from operations stood at H1,71,045.97 Lakhs ascompared to H1,57,227.45 Lakhs in the previous financial year.The profit (after tax) stood at H 9,222.03 Lakhs as compared toH 9,137.01 Lakhs in the previous financial year.
Your Company stands as a leading force in the branded outerwearand innerwear segment, having established a strong presenceand reputation in the Indian hosiery market. Over the years,we have evolved into a noteworthy player through continuousinnovation, product diversification, and a sharp focus on qualityand customer satisfaction. We have strategically introduceda wide range of categories under the Dollar brand portfolio,including Dollar Man, Dollar Woman, Dollar Junior, Dollar AlwaysThermal, and Dollar Protect. These categories are thoughtfullydesigned to meet the diverse needs of our consumers across allage groups and lifestyle preferences.
With a keen understanding of modern trends and consumerbehaviour, especially among millennials, our branding initiativeshave significantly enhanced brand recall. Through compellingcampaigns and targeted outreach, we have successfully createda strong emotional connection with our audience, positioningDollar as a trusted and contemporary choice in the Indianapparel space.
Over the years, your Company has built a well-integrated anddiversified design-to-production ecosystem, driven by innovation,efficiency, and scale. Our team comprises a large pool of in¬house designers, supported by a strong network of pan-Indiasuppliers and an unmatched distribution infrastructure, ensuringseamless product availability across the country.
Your Company's operations are strengthened by digitaltransformation initiatives and an automated inventorymanagement system, designed to handle peak-season demandwith agility and precision. These systems allow us to respondquickly to market trends while maintaining operational excellence.
We invest heavily in consumer research, gaining deep insightsinto customer demographics, preferences, and lifestyle patterns.This enables us to continuously deliver products that blendfashion with comfort, ensuring we stay ahead of the fashioncurve. As a market leader, we remain committed to innovation,trend-setting designs, and delivering consistent value to ourcustomers across all touchpoints.
As part of the ongoing evolution of our premium innerwear line,your Company has revamped the look, product design, and qualitystandards of Force NXT. In an initiative to amplify a 360 degreemarketing initiative and to further strengthen brand visibility andconsumer engagement, we launched a new brand film acrosstelevision and digital platforms, capturing the essence of ourproduct philosophy and modern appeal. Complementing this,we executed an extensive outdoor advertising campaign acrosskey distribution centers nationwide. This integrated marketingapproach significantly contributed to a noticeable surge inconsumer demand, reinforcing our brand's presence across bothurban and regional markets. This strategic refresh reflects our
commitment to delivering a more sophisticated, performance-driven, and fashion-forward experience to our discerningcustomers. The updated identity and enhanced product featuresmark a bold step in reinforcing Force NXT as a leading name inthe premium innerwear segment.
The successful introduction of Rainguard (raincoats) andWindguard (windcheaters) has given us a competitive edgein the seasonal wear segment. These offerings have not onlystrengthened our product portfolio but have also enabledus to connect more deeply with the Dollar consumer base,aligning with their daily needs and lifestyles through consistentbrand presence.
Seasonal products have proven to be an effective tool forsustaining brand recall, positioning Dollar as the go-to brandfor every Indian household. Strategic brand campaigns acrosstelevision, digital platforms, and below-the-line (BTL) activationshave ensured wide product visibility—especially in regionsexperiencing heavy monsoon—and created strong tractionamong youth, bikers, and adventure enthusiasts during thewinter season.
Our robust pan-India distributor network continues to be a keystrength, enabling deep market penetration down to the retaillevel. With strong consumer acceptance of these new offerings,we anticipate an even greater response this year, furtherreinforcing Dollar's leadership in functional, fashionable, andreliable everyday wear.
The response to our new product lines has been overwhelminglypositive, with widespread appreciation across consumersegments. Each vertical of our business is experiencing robustgrowth year after year, reflecting the strength of our strategyand execution.
In our continued pursuit of excellence across productcategories, we have strategically aligned with renowned brandambassadors who embody the spirit and values of Dollar. Thesepartnerships have significantly enhanced brand recognition andconsumer trust:
• Akshay Kumar for Dollar Bigboss
• Saif Ali Khan for Dollar Lehar
• Yami Gautam for Dollar Missy
• Mahesh Babu for Dollar Bigboss (South India)
Each ambassador brings a unique influence, helping us connectwith diverse audiences across geographies. These associations,combined with constant product innovation and targetedmedia strategies, will continue to be key growth drivers for theirrespective categories, enabling us to expand our reach andreinforce Dollar as a trusted name across India.
Our unique value proposition-blending apparel-like aestheticswith uncompromising comfort and innovative design—has deeplyresonated with today's discerning consumers. With a focusedapproach, we have introduced fresh concepts and contemporarydesigns, now entering full-scale rollouts across markets.
At the core of our sustained success lies a foundation built onstrong, collaborative relationships with our suppliers, customers,and employees. These partnerships form the pillars of Dollar'sgrowth journey, ensuring not only operational excellence but alsoa work culture that is inclusive, forward-thinking, and alignedwith our long-term vision.
During the year, there were no changes to the Company'sbusiness activities, and it remained focused on enhancing itsoperational efficiencies.
Based on the Company's performance, your Board of Directorshave recommended a dividend of H 3/- (previous year H 3/- onface value of H2/- fully paid-up) per equity share of H 2/- fullypaid-up (i.e. 150 % on the paid-up value of Equity Shares). Theproposal is subject to the approval of the Members at the 32ndAnnual General Meeting (AGM) of the Company scheduled to beheld on 25th July, 2025. The dividend payout is in the line with thedividend distribution policy as adopted by the Company.
The dividend, if approved by the members would involve totaloutflow of H 1,701.48 Lakhs (subject to deduction of TDS as perSection 194 of the Income Tax Act, 1961)
Pursuant to Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 as amended,the Company has in place a Dividend Distribution Policy andthe same is also available on the Company's website URLhttps://www.dollarglobal.in/wp-content/uploads/DIVIDEND-DISTRIBUTION-POLICY.pdf
The Company's Board of Directors has resolved not to transferany amount to the General Reserves for the financial year ending31st March, 2025.
The financial statements have been prepared in accordancewith the Indian Accounting Standards (INDAS) as notifiedunder Section 133 of the Companies Act, 2013 read withthe Companies Accounts Rules, 2014 and Regulation 48 ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 for the financial year 2024-25 as applicableto the Company.
The estimates and judgments applied in the financial statementsare made conservatively to accurately reflect the true and fairnature of transactions, and to reasonably present the Company'sfinancial position, profits, and cash flows for the financial yearended 31st March, 2025.
The financial statements of the Company's subsidiary, DollarGarments Private Limited, and its joint venture, Pepe JeansInnerfashion Private Limited, have been prepared and consolidatedwith the Company's financials, and are an integral part of this report.
The financial statements of the Company's Subsidiary and JointVenture are not included in this report. In accordance with Section136 of the Companies Act 2013, the copies of the documentsare made available for inspection at its registered office duringworking hours for a period of twenty-one days before the dateof the meeting and these statements will also be availablefor inspection by members physically or through electronicmeans. The Company will provide the financial statements ofits Subsidiary and Joint Venture upon request from any memberin writing to the Company at its registered office or at investors@dollarglobal.in. Further the Audited Financial Statements andrelated information of the Company and audited accounts of itssubsidiary are available on the website of the Company at www.dollarglobal.in.
However, pursuant to Section 129(3) of the Companies Act,2013, a statement containing the salient features of the financialstatements of the Subsidiary and Joint Venture Company areattached to the financial statements in Form AOC-1 is annexedherewith as Annexure - ‘K’ and forms a part of this Report.
There was no change in the authorized, issued, subscribed, orpaid-up share capital of the Company during the financial yearunder review.
The authorised share capital of the Company as on 31st March,2025 stood at H 11,50,00,000 (Rupees Eleven Crores FiftyLakhs) divided into 5,75,00,000 (Five Crore Seventy Five Lakhs)Equity Shares of face value of H 2/- each.
The issued, subscribed and paid-up share capital of theCompany stood at H 11,34,32,240 (Rupees Eleven Crores ThirtyFour Lakhs Thirty Two Thousand Two Hundred Forty) divided into5,67,16,120(Five Crores Sixty Seven Lakhs Sixteen ThousandOne Hundred Twenty) Equity Shares of face value of H 2/- each,fully paid up.
The Company has not issued any Equity Shares, Equity Shareswith differential rights, Sweat Equity Shares, or Employees'Stock Options, nor has it repurchased any of its own shares.Therefore, there is no information to be provided as per Rule4(4), Rule 8(13), Rule 12(9), and Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2014, or Section 42 andSection 62 of the Companies Act, 2013.
The Company has initiated ‘Dollar Employee Stock Option Plan(ESOP)' aims to provide employees with the opportunity to purchaseCompany's stock at a future date, typically at a discounted priceor at a fixed price (which may be lower than the market value) withthe aim to give employees a sense of ownership in the Company,motivating them to work toward its success, as the value of thestock options may increase in line with growth of the Company.
However, the Company is yet to issue stock options to itsemployees under the terms of the ESOP.
During the year under review, your Company has neitheraccepted nor renewed any deposits as defined under Section73 of the Act, in accordance with the Companies (Acceptanceof Deposits) Rules, 2014.
CONSERVATION OF ENERGY, RESEARCH ANDDEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO
The information pertaining to the conservation of energy,research and development, technology absorption, foreignexchange earnings, and outgo, as mandated under Section134(3)(m) of the Companies Act, 2013 and Rule 8(3) of theCompanies (Accounts) Rules, 2014, is provided in Annexure ‘A’and is an integral part of this Report.
The Company's approach to Corporate Governance is centeredon achieving the highest standards of transparency andaccountability, with a steadfast commitment to protecting andenhancing the interests of all stakeholders.
The Company remains committed in upholding the strongest
standards of ethics and governance, fostering increased transparencythat drives value and benefits for all stakeholders involved.
The Company has fully complied with all the provisions outlinedin the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, as well as the directives issued by SEBI fromtime to time.
The Company aims to exceed stakeholders expectations whileensuring full compliance with the mandatory provisions set forthby the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
The Company has carefully considered and ensured that allnecessary information is included in the Directors' Reportand the Corporate Governance Report, in full compliance withthe provisions of the Companies Act, 2013, the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, aswell as the Listing Agreement 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 asamended from time to time a report on Corporate Governancealong with a Certificate from Mr. Santosh Kumar Tibrewalla,Practicing Company Secretary ( Peer reviewed) (MembershipNo.:3811 ; CP No.: 3982), regarding compliance of conditions ofCorporate Governance are provided in Annexure ‘B’ & ‘C’ andare an integral part of this Report
The certification by CEO & CFO as per Regulation 17(8) of SEBI(Listing Obligation and Disclosure Requirements) Regulations,2015 is provided in Annexure - ‘D’ and is integral part ofthis Report.
The Board of Directors has established a comprehensive Code ofConduct and set of business principles, which apply to all Boardmembers—both Executive and Non-Executive Directors—alongwith senior management and all employees of the Company.These guidelines are designed to ensure that the business isconducted with the highest standards of ethics, efficiency, andtransparency, enabling the Company to meet its obligations anddeliver value to its shareholders and all other stakeholders andthe same has also been placed on the Company's website URLhttps://www.dollarglobal.in/wp-content/uploads/CODE-OF-CONDUCT.pdf
The Board Members and Senior Management have affirmedtheir compliance with the Code and pursuant to Regulation 26(3)read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a declaration signed by theManaging Director & CEO to this affect is provided in Annexure- ‘E’ and is integral part of this Report.
In accordance with Regulation 34(2)(e) read with Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Management Discussion and AnalysisReport provides a comprehensive review of the Company'soperations, state of affairs, performance, and future outlookfor the reporting year is provided in Annexure - ‘F’ and is integralpart of this Report.
During the year under review Mr, Binay Kumar Agarwal(DIN:01342065) Non- Executive Independent Director of theCompany completed his tenure of 2nd term of 5 consecutiveyears on 31st March, 2024 and accordingly he ceased to bean Independent Director of the company w.e.f. 1st April, 2024.
During the year under review on recommendation of the Nominationand Remuneration Committee, Mrs. Vibha Agarwal (DIN:00060102)was appointed as a Non-Executive Independent Director on theBoard of the Company w.e.f 1st April, 2024, for a period of 5(five)consecutive years, not liable to retire by rotation, as specifiedunder the Companies Act, 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015. Pursuant toRegulation 17(1)(C) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, approval of shareholders for theaforesaid appointment was duly obtained from the Shareholders bymeans of Postal Ballot within the prescribed time.
Further, pursuant to the provisions of Section 161(1) of theCompanies Act, 2013, the appointment of Mrs. Vibha Agarwalas Non-Executive Independent Director was duly approved bythe Shareholders in the 31st Annual General Meeting of theCompany held on 2nd August, 2024.
In terms of Section 149 of the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations2015, and as on the date of this report, the IndependentDirectors of the Company comprises of Mr. Rajesh KumarBubna, Mrs.Vibha Agarwal, Mrs. Divyaa Newatia, Mr. SrikumarBandyopadhyay and Mr. Sandip Kumar Kejriwal.
The Company has received requisite declarations from all itsIndependent Directors as follows:
a. Under Section 149(7) of the Companies Act, 2013 thatthey meet the criteria of independence as prescribed underSection 149 (6) of the Companies Act, 2013 along withthe Rules framed thereunder and Regulation 16 (1) (b) ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015
b. That they have complied with the Code of Conduct ofIndependent Directors prescribed under Schedule IV ofthe Companies Act, 2013; and
c. That they have duly registered their names in theIndependent Directors' Databank maintained by the IndianInstitute of Corporate Affairs, in terms of Section 150 of theCompanies Act, 2013 read with Rule 6 of the Companies(Appointment and Qualifications of Directors) Rules, 2014including any amendments thereto.
Pursuant to the provisions of Section 152(6) and otherapplicable provisions of the Companies Act, 2013 and Articlesof Association of the Company, Mr. Krishan Kumar Gupta (DIN:01982914) , Whole Time Director of the Company, retires byrotation at the ensuing 32nd Annual General Meeting and beingeligible has offered for his re-appointment.
During the year under review, Mr. Lalit Lohia resigned from the officeof Company Secretary and Compliance Officer of the Company w.e.f.1st August, 2024 due to his personnel reasons. Mr. Abhishek Mishrawas appointed as Compliance Officer of the Company w.e.f. 1stAugust, 2024 and subsequently Mr. Abhishek Mishra was appointedas the Company Secretary of the Company w.e.f. 12th August, 2024.
In terms of Section 203 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 and Regulation 30 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015,the Key Managerial Personnel (KMP) of the Company as on31st March, 2025 comprises of following:
1. Mr. Vinod Kumar Gupta - Managing Director & CEO
2. Mr. Ajay Kumar Patodia - Chief Financial Officer
3. Mr Abhishek Mishra- Company Secretary and ComplianceOfficer (w.e.f 12th August, 2024)
None of the Directors of the Company are disqualified underSection 164(2) of the Companies Act, 2013 and Rules madethereunder. The Directors have also made necessary disclosuresto as required under provisions of Section 184(1) of theCompanies Act, 2013.
All members of the Board of Directors and senior managementpersonnel affirmed compliance with the Company's code ofconduct policy for the f.y. 2024-25.
Pursuant to the provisions of Section 134(3) (c) and 134(5) ofthe Companies Act, 2013, your Directors to the best of theirknowledge and ability, hereby confirm that:
1. In the preparation of the annual accounts, the applicableaccounting standards had been followed along with properexplanation related to material departures
2. Appropriate accounting policies have been selected andapplied consistently and judgements and estimates thatare reasonable and prudent have been made so as to givea true and fair view of the state of affairs of the Companyas at 31st March, 2025 and of the profit of the Company forthe year ended on 31st March, 2025
3. Proper and sufficient care has been taken, for themaintenance of adequate accounting records in accordancewith the provisions of this Act, for safeguarding the assetsof the Company and for preventing and detecting fraud andother irregularities
4. The annual accounts have been prepared on a goingconcern basis
5. The Directors have laid down Internal Financial Control to befollowed by the Company and that such Internal FinancialControl are adequate and are operating effectively; and
6. Proper systems have been devised to ensure compliancewith the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
Based on the Internal Financial Control framework, auditprocedure and compliance system as established andmaintained by the Company. The Board is of the opinion thatthe Company's Internal Financial Controls were adequate andeffective during the f.y. 2024-25.
M/s Singhi & Co., Chartered Accountants, (Firm Reg No.:302049E), were appointed as Statutory Auditors of theCompany at 29th Annual General Meeting (AGM) of theCompany held on 28th July, 2022 for the period of 5 (Five)Years and would continue to hold the office of StatutoryAuditors till the conclusion of the 34th AGM of the Companyto be held for the f.y. 2026-27.
The observations, if any, raised by the Statutory Auditor,M/s Singhi & Co., Chartered Accountants (Firm Reg. No.302049E), in their Auditors' Report (both Standaloneand Consolidated), along with the accompanying notes toaccounts, are clear and self-explanatory, and therefore,no further elaboration is required. The Auditors' Reportdoes not include any qualifications, reservations, adverseremarks, or disclaimers.
Based on the recommendation of the Audit Committee andpursuant to the provisions of Section 148 of the CompaniesAct, 2013, the Board of Directors re-appointed M/s. PranabChakrabarty & Associates, Cost Accountants (Firm Reg No.:000803) as the Cost Auditors to conduct the audit of thecost records of the Company for the f.y. 2025-26.
The remuneration payable to the Cost Auditors is requiredto be ratified by the shareholders in the ensuing AnnualGeneral Meeting and is, therefore, accordingly proposedin the Notice convening the 32nd Annual General Meetingas annexed to this Report.
The Secretarial Audit Report (MR-3), issued by Mr. SantoshKumar Tibrewalla, Practicing Company Secretary, Kolkata,for the f.y. 2024-25, is given in Annexure ‘G’ to thisReport. The Secretarial Audit Report does not contain anyqualification, reservation, disclaimer or adverse remark.
The Secretarial Compliance Report for the financial yearended 31st March, 2025, in relation to compliance of allapplicable SEBI Regulations / circulars / guidelines issuedthereunder, pursuant to the requirement of Regulation 24Aof the Listing Regulations, is available on the website of theCompany at www.dollarglobal.in
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013, read with The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 andRegulation 24A of SEBI (Listing Obligations and DisclosureRequirements), Regulations,2015, the Board of Directors,subject to approval of shareholders in the ensuing AnnualGeneral Meeting, has re-appointed Mr. Santosh KumarTibrewalla, Practising Company Secretary (MembershipNo.:3811 ; CP No.: 3982), Peer Reviewed, as the SecretarialAuditor to hold the office of Secretarial Auditors untilconclusion of 37th AGM of the Company and to conductthe secretarial audit of the Company for a period of 5 yearseffective from f.y. 2025-26 till f.y. 2029-30. His appointmenthas been set forth in the Notice convening ensuing AnnualGeneral Meeting for approval of shareholders.
Based on the recommendation of the Audit Committee andpursuant to the provisions of Section 138 of the CompaniesAct, 2013, the Board of Directors re-appointed M/s. PawanGupta & Co., Practicing Chartered Accountants (Firm Regn.no. 318115E) as the Internal Auditors of the Company toconduct the internal audit of the Company for f.y. 2025-26.
Your Company takes pride in being a responsible corporatecitizen, strongly committed to the well-being and developmentof the communities mostly that surround its operations. With thisgoal the Company has identified and initiated several impactfulprojects focused on social empowerment, rural development,sustainable livelihoods, healthcare and education. Throughoutthe year, the Company has actively contributed in variety ofinitiatives aimed at improving the lives of people mainly in theneighboring villages around its plant locations and also at otherparts of the country.
The Company has been carrying out Corporate SocialResponsibility (CSR) activities under the applicable provisions ofSection 135 read with Schedule VII of the Companies Act, 2013, asamended from time to time and the Companies (Corporate Social
Responsibility Policy) Rules 2014. The Company has adoptedthe CSR Policy which provides a broad framework with regardto implementation of CSR activities carried out by the Company.The CSR policy formulated by the Company is available on theCompany's website https://www.dollarglobal.in/wp-content/UPloads/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.Pdf
The details of the CSR Committee has been provided in theCorporate Governance Report as annexed to this Report and theCSR activities are mentioned in the ‘Annual Report on CSR Activities'is provided in Annexure - ‘H’ and is integral part of this Report.
The details regarding the remuneration of Directors, KeyManagerial Personnel (KMP), and other relevant information asrequired under Section 197(12) of the Companies Act, 2013, readwith Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, are provided in Annexure- ‘I’, which forms an integral part of this Report.
In accordance with Section 136(1) of the Companies Act,2013, the Directors' Report does not include the informationon employees' particulars as outlined in Section 197(12), readwith Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014. However,this information is available for inspection at the registered officeof the Company. Any member willing to inspect the same cando so by sending a written request in advance to the CompanySecretary at investors@dollarglobal.in.
Your Company has developed its Business Responsibility andSustainability Report (BRSR), incorporating the BRSR CoreIndicators, in accordance with the reporting guidelines prescribedby SEBI for listed entities. These criteria have been formulatedbased on the principles outlined in the National Guidelines onResponsible Business Conduct (NGRBC), 2018. In accordancewith Regulation 34(2)(f) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, and as per theMaster Circulars issued in July 2023 and November 2024,the BRSR disclosures for f.y. 2024-25 form an integral partof this Annual Report. The Company's performance on variousESG parameters including Economic, Environment, Social andGovernance responsibilities are provided in Annexure - ‘J’ whichforms an integral part of this Report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013
Your Company maintains a strict zero-tolerance approachtowards sexual harassment in the workplace. We are
committed to creating and sustaining a safe, respectful, andinclusive work environment for all employees. In line with theprovisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act),and the corresponding rules, your Company has implementeda comprehensive Policy on the Prevention, Prohibition, andRedressal of Sexual Harassment. This policy applies to allemployees, whether permanent, contractual, temporary, ortrainees, ensuring that every individual is protected and treatedwith dignity and respect. We are dedicated to fostering aculture of accountability and providing a supportive mechanismfor addressing any grievances related to sexual harassment.The POSH policy is also placed on the Company's website athttps://www.dollarglobal.in/wp-content/uploads/POLICY-ON-PREVENTION-OF-SEXUAL-HARRASSMANT-AT-WORKPLACE.pdf
During the year under review, no complaints with allegations ofsexual harassment were received by the Company.
The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013.
Your company's website, www.dollarglobal.in, features adedicated Investor Relations section that provides easy accessto key financial information, including the Financial Results,Shareholding Pattern, Annual and Quarterly Reports, as wellas updates and intimations filed with the Stock Exchange(s). Inaddition, it contains a comprehensive overview of the variouspolicies adopted by the Board.
The website also offers valuable details about the Company'shistory, its business operations, and key personnel, includingthe Board of Directors, Key Managerial Personnel, and BusinessHeads. All this information is readily available to keep ourinvestors and stakeholders well-informed.
The Company has implemented a Code of Conduct in accordancewith the SEBI (Prohibition of Insider Trading) Regulations,2015, to regulate, monitor, and report trading activities bydesignated persons. This includes the procedures for dealingin the Company's securities, as well as the disclosures requiredunder Regulation 8 of the SEBI (Prohibition of Insider Trading)Regulations, 2015. Furthermore, the Board of Directors hasformally approved and adopted a comprehensive Code ofPractices and Procedures to ensure the fair disclosure ofunpublished price-sensitive information, aligning with theregulatory requirements.
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 preventionof insider trading is duly placed on the website of the Companyat www.dollarglobal.in.
In accordance with the Company's Internal Code of Conductfor the Prevention of Insider Trading, as outlined under theSEBI (Prohibition of Insider Trading) Regulations, 2015 (asamended from time to time), the closure of the trading windowis communicated in advance to all designated persons. Duringthe closure period, Directors, Key Managerial Personnel(KMPs), employees, designated persons, their relatives andother connected individuals are prohibited from trading in theCompany's securities.
The Company has established and is actively maintaining aStructured Digital Database in compliance with Regulation3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015.Additionally, throughout the year, the Company conductedregular internal training sessions and awareness programs toensure that employees are well-informed and well-versed withthe Company's Insider Trading Policy, which has been formulatedin accordance with the SEBI (Prohibition of Insider Trading)Regulations, 2015.
DISCLOSURES AS PER APPLICABLE PROVISIONSOF COMPANIES ACT, 2013/LISTING AGREEMENT/SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015
i) Particulars of contract or arrangements withrelated parties :
I n compliance with the provisions of the CompaniesAct, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, prior approval ofthe Audit Committee is obtained for each transactionas proposed to be entered into by the Company with itsrelated parties.
A prior omnibus approval of the Audit Committee is obtainedon a yearly basis for the transactions which are foreseenand repetitive in nature. All the transactions pursuant tothe omnibus approval so granted by the Audit Committeeand transactions which are not at arm's length and grantedby Board, is audited and a detailed quarterly statement ofall Related Party Transactions is placed before the AuditCommittee on quarterly basis for its review. The necessarydisclosures regarding the related party transactions aregiven in the notes to accounts.
There were no materially significant related party transactionswith the Company's Promoters, Directors and others asdefined in section 2(76) of the Companies Act, 2013 andRegulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 which may have potentialconflict of interest with the Company at large.
The policy on related party transactions as approved bythe Board is available on the Company's website at www.dollarglobal.in.The Company obtains necessary approvalof 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 theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, disclosure of transactions of theCompany with its Promoter Group Company, holding morethan 10% of Equity Shares in the Company are providedherein below:
Name of thePromoter Group
Nature ofTransaction
(K in Lakhs)
Dollar Holdings Private
Rent Paid
11.75
Limited
Dividend Paid
787.37
V.K. Mercantile Private
11.40
235.58
ii) Number of Board of Director’s Meeting
The Board of Directors met 5 (Five) times during thef.y. 2024-25. The details of the Board Meeting andattendance of the Directors are provided in the CorporateGovernance Report are provided in Annexure - ‘B’ andforms integral part of this Report.
iii) Composition of Audit Committee
The Board has constituted its Audit Committee inaccordance with the relevant provisions outlined inthe Companies Act, 2013, as well as the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, ensuring compliance with all applicable statutoryand regulatory requirements.
The composition and other details of the Committee aregiven in the Corporate Governance Report and provided inAnnexure - ‘B’ and forms integral part of this Report.
iv) Recommendation by Audit Committee
During the financial year under review, there was no instancewhere the Board did not accept the recommendations putforward by the Audit Committee.
v) Nomination and Remuneration Committee
The Board has constituted its Nomination and RemunerationCommittee in accordance with the relevant provisionsof the Companies Act, 2013, and the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, ensuring compliance with all applicable statutoryand regulatory requirements.
The composition and other details of the Committee aregiven in the Corporate Governance Report are provided inAnnexure - ‘B’ and forms integral part of this Report.
The Stakeholders' Relationship Committee as constitutedby the Board, in accordance with the relevant provisions ofthe Companies Act, 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, is functioningto ensure effective communication and address the concernsof stakeholders in a timely and transparent manner.
The Board has constituted its Risk Management Committeein accordance with the relevant provisions of the CompaniesAct, 2013, and the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, to ensure effectiveidentification, assessment, and management of potentialrisks that could impact the Company's operations, financialstability and overall strategic objectives.
The Board has established the Corporate SocialResponsibility (CSR) Committee in accordance with therelevant provisions of the Companies Act, 2013, to overseeand implement the company's CSR initiatives and ensurecompliance with applicable laws and regulations.
The Board has constituted Management and FinanceCommittee to exercise some of its powers as and whenand to the extent delegated to the Committee.
The Board has constituted its Share Transfer Committeeto exercise the powers as delegated to it periodically. TheCommittee is responsible for overseeing various sharetransfer functions, including but not limited to, the processesof dematerialization, transmission and other related activities.
The Company has established a comprehensive riskmanagement framework that includes regular audits andchecks designed to identify, assess, mitigate, monitor, andreport risks inherent in its business operations. Identifiedkey risks are continuously managed by the relevant processowners, who implement ongoing risk mitigation strategiesto address and minimize potential impacts.
Pursuant to Section 92 of the Companies Act, 2013 andamendments thereof and in compliance of the Companies(Amendment) Act, 2017, the draft Annual Return forf.y. 2024-25 is placed on the Company's website https://www.dollarglobal.in/wp-content/uploads/DIL MGT-7 24-25.pdff
The aforementioned Annual Return may undergo changes,alterations, or modifications as necessary following theadoption of the Directors' Report by the Shareholders atthe 32nd Annual General Meeting, as well as the receiptof the Certificate from the Practising Company Secretary(PCS). Shareholders acknowledge and authorize the Board/Company to make these adjustments. Furthermore, thefinal version of the Annual Return, once filed with theMinistry of Corporate Affairs, will be made available on theCompany's website.
The Company has in place adequate Internal FinancialControl System as required under section 134(5)(e) ofthe Companies Act 2013. The system covers all majorprocesses including operations, to ensure reliability offinancial reporting, compliance with policies, procedures,laws and regulations, safeguarding of assets andeconomical and efficient use of resources. During the yearunder review such controls were tested with reference tofinancial statements and no reportable material weaknessin the formulation or operations were observed.
The Audit Committee periodically reviewed and tooksuitable measures for any observation or recommendationsuggested by the internal auditors on the efficacy andadequacy of the Internal Financial Control.
In terms of Regulation 32(1) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, theCompany has not observed any material deviations orvariances in its operations. Additionally, the Company hasnot conducted any public issue, rights issue, or preferentialissue during the year under review.
During the year under review, the Company strategicallyinvested and deployed its surplus funds in shares andsecurities, adhering to the prescribed limits and withinthe powers granted to the Board under Section 179 andSection 186 of the Companies Act, 2013.
All details pertaining to such loans, guarantees, andinvestments have been duly recorded in the registermaintained for this purpose and are further disclosed inthe notes to the financial statements.
There have been no significant changes to the financialposition of the Company between the closure of thefinancial year and the date of this report.
The Company's Consolidated Financial Statements, asprepared and presented, encompass the financial results ofits its Subsidiary viz. Dollar Garments Private Limited alongwith its Joint Venture viz Pepe Jeans Innerfashion PrivateLimited (JV Co). These statements have been compiled infull compliance with the relevant Accounting Standards.
I n accordance with the provisions of Section 134, 178,and Schedule IV of the Companies Act, 2013, as wellas Regulation 17 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015, the Boardhas implemented a formal mechanism to evaluate itsown performance, as well as that of its Committeesand individual Directors. This evaluation process hasbeen structured to assess various facets of the Board'sfunctioning, including the composition of the Board andits Committees, the effectiveness of Board processes,the quality and flow of information, the experience andcompetencies of its members, the performance ofspecific duties and obligations, and overall governancepractices. Additionally, a separate assessment wasconducted to evaluate the performance of individualDirectors, based on a comprehensive questionnaire. Thecriteria in this questionnaire covered aspects such as thelevel of participation, independent judgment exercised,understanding of the Company's business, and overallcontribution to the Board's objectives.
The evaluation of the Independent Directors was conductedby the full Board, excluding the Director being evaluated.Meanwhile, the evaluation of the Non-IndependentDirectors was carried out by the Independent Directorsduring their separate meeting held on 12th February, 2025.
The results of the performance evaluation, conducted inaccordance with the above-mentioned mechanism, werefound to be satisfactory. This outcome also highlightedthe strong commitment of the Board members and theirrespective Committees to the Company's success andoverall governance.
The Company, upon the recommendation of its Nominationand Remuneration Committee, has established aNomination, Remuneration, and Evaluation Policy. Thispolicy is in line with the provisions of Section 178 of theCompanies Act, 2013, and the Rules framed thereunder,as well as Regulation 19 along with Part D of Schedule II ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, and the Listing Agreement entered intowith the Stock Exchanges (as amended from time to time).The policy outlines, among other aspects, the criteria forthe appointment and remuneration of Directors, includingthe determination of qualifications, positive attributes, andthe independence of Directors, among other key factors.
This policy is formulated to provide a framework and setstandards in relation to the following and details on thesame are given in the Corporate Governance Report areprovided in Annexure - ‘B’ and forms integral part ofthis Report:
a. Criteria for appointment and removal of Directors, KeyManagerial Personnel (KMP) and Senior ManagementExecutives 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, positiveattributes and independence of a Director
In accordance with Section 177(9) of the Companies Act,2013, and Regulation 22 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, theCompany has established a Vigil Mechanism to provide aplatform for Directors and employees to report any genuineconcerns to the management. These concerns may includeinstances of unethical behaviour, suspected or actualfraud, or violations of the Company's Code of Conduct orEthics Policy.
This policy encourages employees, as well as otherstakeholders engaged in transactions with the Company,to report any unethical or improper practices they observewithin the organization. The Company is committed toconducting its affairs with the highest levels of fairness,
transparency, professionalism, honesty, integrity, andethical behaviour.
In line with the requirements of the Companies Act,2013, and the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Company hasimplemented the Whistleblower Policy to empower allemployees and Directors to raise concerns regarding anyviolations of the Code of Ethics. Under this policy, Directorsand employees are encouraged to escalate any issues orconcerns that could potentially harm the interests of theCompany or its stakeholders to the Audit Committee.
The Company is dedicated to maintaining the higheststandards of ethical, moral, and legal business conduct,promoting open communication, and ensuring thenecessary safeguards are in place to protect Directors,employees, or any other individual utilizing the mechanism.This protection includes safeguarding them from retaliationor victimization when reporting concerns in good faith.
Details of establishment of the Vigil Mechanism Policy isavailable on the Company's website at www.dollarglobal.in andalso set out in the Corporate Governance Report are providedin Annexure - ‘B’ and forms integral part of this Report.
xxi) Cost Records and Cost Audit
In accordance with Section 148(1) of the Companies Act,2013, and the Rules prescribed thereunder, the Companyis obligated to maintain cost records as specified bythe Central Government. As a result, the necessaryaccounts and records have been duly maintained. Uponthe recommendation of the Audit Committee, the Boardof Directors has re-appointed M/s. Pranab Chakrabarty& Associates, Cost Accountants (Firm Registration No.:000803) as the Cost Auditors for the f.y. 2025-26. TheBoard has also proposed the remuneration payable to theCost Auditor, which is subject to ratification at the ensuingAnnual General Meeting.
SECRETARIAL STANDARDS
The Company is compliant with all the mandatory secretarialstandards as issued by the Institute of Company Secretaries ofIndia. (ICSI)
INDUSTRIAL RELATIONS
The industrial relations during the fiscal year 2024-25 haveremained positive and collaborative. The Directors wish toacknowledge and appreciate the unwavering support extendedby its agents, dealers, and suppliers. Additionally, they commendthe significant contributions made by the senior managementteam, officers, employees, and workers, whose dedication andhard work have been instrumental in driving the overall growthand development of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY’SOPERATIONS IN FUTURE
There has been no significant and material orders passed byregulators or courts or tribunals impacting going concern statusand Company's operations in future.
ACKNOWLEDGEMENT
The Directors would like to convey their sincere gratitude for theinvaluable support and collaboration extended to the Companyby its diverse stakeholders, including financial institutions,banks, government agencies, and business partners. We areequally thankful for the encouragement and trust shown by ouresteemed shareholders.
Additionally, the Directors wish to express their profoundappreciation for the dedication, professionalism, and unwaveringcommitment demonstrated by our employees at every level,whose hard work and enthusiasm have significantly contributedto the Company's success throughout 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: 14th May, 2025 Managing Director Whole-time Director
Place: Kolkata (DIN: 00877949) (DIN: 01982914)