Your Board of Directors ('Board' or 'Directors') are pleased to present their Nineteenth Board's Report ('this Report') highlighting the businessand operations of DOMS Industries Limited ('DOMS' or 'the Company' or 'Your Company') together with the Audited Standalone andConsolidated 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.
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
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
33.31
During the financial year 2024-25, the Company's Standalone revenuefrom operations has increased by 23.15% to J 170,910.96 lakhsas 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 lakhsas compared to J 116,612.60 lakhs in the previous financial year.Export sales (net) has decreased marginally by 0.03% to J 22,012.76lakhs as compared to J 22,020.28 lakhs in the previous financial year.
Consolidated Revenue
During the financial year 2024-25, the Company's Consolidatedrevenue from operations has increased by 24.43% to J 191,262.81lakhs as compared to J 153,714.18 lakhs in the previous financialyear. Domestic sales (net) has increased by 29.08% to J 163,525.13lakhs as compared to J 126,685.31 lakhs in the previous financialyear. Export sales (net) has increased by 2.17% to J 27,338.83 lakhs ascompared to J 26,757.29 lakhs in the previous financial year.
The table below presents a break-up of Gross Product Sales (Gross of sales incentives, rebates and discounts) on a consolidated basis across theCompany's product categories for financial year 2023-24 and 2024-25:
Product Categories
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 hasincreased by 22.98% to J 30,072.62 lakhs as compared to J 24,452.42lakhs in the previous financial year. Profit before Tax has increasedby 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, theCompany's Net Profit after Tax has increased by 30.85% to J 18,986.40lakhs 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 by27.76% 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% toJ 28,682.22 lakhs as compared to J 21,448.23 lakhs in the previousfinancial year. During the financial year 2024-25, the Company'sNet Profit after Tax has increased by 33.74% to J 21,353.61 lakhs ascompared to J 15,966.15 lakhs in the previous financial year.
The Board at its meeting held on May 19, 2025, recommended a finaldividend of H 3.15 per Equity Share (in the previous financial year adividend of H 2.50 per Equity Share was paid to the Shareholders) ofH 10 each fully paid up for the financial year 2024-25. The paymentof the final dividend is subject to approval of the Shareholders at theensuing Annual General Meeting of the Company ('AGM'), which isproposed to be held on Monday, September 22, 2025.
The record date for the purpose of payment of final dividend isMonday, September 15, 2025 and payment to the Shareholders willbe made on or before Tuesday, October 21, 2025.
The dividend recommended is in accordance with the DividendDistribution Policy of the Company. Pursuant to Regulation 43Aof Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 ('SEBI LODRRegulations'), as amended, the Company has approved and adopted
the Dividend Distribution Policy, setting out broad principles forguiding the Board and the management in matters relating tothe declaration and distribution of dividend, with the objective ofensuring fairness, transparency, sustainability, and consistency in thedecision making process for distributing profits to shareholders.
The Dividend Distribution Policy of the Company can be accessed onhttps://domsindia.com/policies/.
For the financial year 2024-25, the Board of Directors have decided toretain the entire amount of profit in Statement of Profit & Loss as onMarch 31, 2025.
SIGNIFICANT/ MATERIAL EVENTS OCCURRED DURING THEFINANCIAL YEAR
Acquisition of Equity Stake
a) On April 01, 2024, the Company acquired 51.00% of EquityShare capital in Skido Industries Private Limited ('Skido')and effective from that date, Skido became a Subsidiary ofthe Company. Skido is engaged in the business of designing,manufacturing, marketing and sale of all types of bags, pouchesand other related products. This strategic acquisition enablesthe Company to enter into the exciting back to school productcategory- a complementary line of business. DOMS aims toleverage its existing distribution network and brand strength
to create synergies and drive significant growth by introducingbranded school bags and other related products under this newproduct category.
b) On September 16, 2024, the Company acquired 51.77% ofEquity Share capital of Uniclan Healthcare Private Limited('Uniclan') and effective from that date, Uniclan became aSubsidiary of the Company. Uniclan is engaged in business ofmanufacturing and marketing of baby diapers, baby wipes andother hygiene products. Through this acquisition, the Companyendeavours to expand its presence in the product lines whichare associated with the growing years of kids, children andyoung adults, thus helping the Company expand its totaladdressable market and distribution network.
c) The Board at its meeting held on March 27, 2025, approved theacquisition of additional 13.00% Equity Share capital in PioneerStationery Private Limited ('Pioneer'), a unlisted materialsubsidiary of the Company. Upon, completion of the transaction,the shareholding of the Company in Pioneer will increase to64.00% of the total paid-up equity share capital.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The detailed operational performance of your Company has beencomprehensively disclosed in the Management Discussion andAnalysis 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 Companyduring the financial year 2024-25.
MATERIAL CHANGES AND COMMITMENTS OCCURREDAFTER THE CLOSE OF THE FINANCIAL YEAR TILL THE DATEOF THIS REPORT AFFECTING FINANCIAL POSITION OF THECOMPANY
Acquisition of Stake in Super Treads Private Limited
On June 01, 2025, the Company acquired 51.00% of Equity Sharecapital in Super Treads Private Limited ('STPL') and effective fromthat date, STPL become a subsidiary of the Company. STPL, based inSiliguri, West Bengal, is engaged in the business of manufacturingand marketing of all types of Paper Stationery products includingnotebooks, drawing books, etc.
This strategic acquisition enables the Company to continue expandingits presence in the Paper Stationery Industry. It enhances theCompany's manufacturing capabilities and capacities in the segment
and strengthens its ability to efficiently cater to the paper stationeryrequirements 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 afterthe close the financial year till the date of this Report.
SHARE CAPITAL
There was no change in the Share Capital of the Company during thefinancial year 2024-25.
Authorised Share Capital
As on March 31, 2025, the Authorised Equity Share capital of theCompany was ? 7,000.00 lakhs comprising of 70,000,000 EquityShares 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 EquityShare capital of the Company was ? 6,068.72 lakhs comprising of60,687,236 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 ofrewarding their performance, to encourage them to contribute to theoverall corporate growth and profitability, and to promote employeeloyalty to the Company.
The Board of Directors and Shareholders of the Company at theirmeeting held on July 20, 2023 and July 24, 2023, respectively,approved and adopted ESOP 2023 plan for the benefit of theeligible employees of the Company and its Subsidiary Companies asdefined under the Act.
Post the listing of its Equity Shares and in accordance with therequirements of Regulation 12(1) of The Securities and ExchangeBoard of India (Share Based Employee Benefits and Sweat Equity)Regulations, 2021 ('SEBI SBEB Regulations'), the Company dulyratified the ESOP 2023 Plan, by way of a Special Resolution passedthrough Postal Ballot by the Shareholders of the Company on May 17,2024. Further, there have been no changes in the ESOP 2023 Plan andit is confirmed that the ESOP 2023 Plan is in compliance with the SEBISBEB Regulations.
The Nomination and Remuneration Committee on October 01, 2024,has approved the grant of 117,045 stock options under the ESOP2023 Plan to the eligible employees of the Company and its SubsidiaryCompanies. The Stock Options were granted at an exercise price ofH 250/- per option.
The details of stock options granted and the disclosures in compliancewith the provisions of the Act and SEBI SBEB Regulations are uploadedon 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 financialyear 2024-25 are prepared in accordance with Indian AccountingStandards ('Ind AS') as specified under Section 133 and other relevantprovisions of The Companies Act, 2013 ('the Act'). These Consolidated
Financial Statements are based on the Audited Financial Statementsof your Company, its Subsidiaries and Associate Company, as approve!by their respective Board of Directors and forms an integral part ofthis Annual Report.
The constitution of the Board of Directors of the Company is inaccordance 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 IndependentDirectors and 04 (four) Non-Executive Independent Directors. TheBoard consisted of 03 (three) Women Directors including 01 (one)Women Independent Director.
The details of Board and Committees composition, tenure ofDirectors, areas of expertise and other details are available inthe Corporate Governance Report, which forms part of thisAnnual Report.
Further, during the financial year 2024-25, there were no changes inthe composition of Board of Directors and Key Managerial Personnelof the Company.
a. Changes in Directors Post March 31, 2025:
Cessation of Director:
Cristian Nicoletti (DIN: 10042858), resigned as a Non-ExecutiveDirector of the Company with effect from the close of businesshours on May 13, 2025.
Appointment of Directors:
Based on the recommendation of the Nomination andRemuneration Committee and subject to approval of theShareholders of the Company, the Board at its meeting heldon May 19, 2025, approved the appointment of the followingindividuals as Directors on the Board of the Company.
1. Om Raveshia (DIN: 09618267) as an Additional Directorand Whole-time Director of the Company for a term
of 05 (five) years commencing from May 19, 2025 toMay 18, 2030; and,
2. Piyush Mehta (DIN: 02380540), Harsh Thakkar (DIN:11098669), Rohan Ghalla (DIN: 03210524) and NiteshShah (DIN: 11065275), as Additional Directors and Non¬Executive Independent Directors of the Company for aterm of 05 (five) consecutive years commencing from May19, 2025 to May 18, 2030.
Further, on July 11, 2025, the Board approved the Postal BallotNotice, for seeking Shareholders' approval, for the appointmentof the above-mentioned Directors. The Postal Ballot Noticealong with the Explanatory Statement, was dispatched by theCompany on July 14, 2025.
b. Directors Liable to retire by rotation
In accordance with the provisions of Section 152 and otherapplicable provisions, if any, of the Act and the Articles ofAssociation of the Company, Sanjay Rajani (DIN: 03329095),Whole-time Director and Ketan Rajani (DIN: 02490829)Whole-time Director of the Company being the Directorslongest in office since their last appointment, shall be liable to
retire by rotation at the ensuing AGM and being eligible, offerthemselves for re-appointment. The Board of Directors, basedon the recommendation of the Nomination and RemunerationCommittee ('NRC') have recommended their re-appointmentfor the approval of the Shareholders.
Brief Details of the Directors being recommended forreappointment and as required under Regulation 36(3) ofSEBI LODR Regulations and the Clause 1.2.5 of the SecretarialStandards on General Meetings (SS-2) have been furnished inthe Notice of the 19th 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 ofIndependence, stating that:
1. they meet the criteria of Independence as prescribedunder Section 149(6) of the Act, read with the Scheduleand Rules issued thereunder and Regulation 16(1)(b) and25(8) of SEBI LODR Regulations. There has been no changein the circumstances affecting their status as IndependentDirectors of the Company.
2. they have complied with the Code for IndependentDirectors prescribed under Schedule IV to the Act and theCode of conduct of the Company.
3. they have registered themselves with the IndependentDirector's Database maintained by the Indian Institute ofCorporate Affairs (IICA).
The Board is of the opinion that the Independent Directorsof the Company possess the requisite qualifications, skills,experience and expertise and uphold the highest standards ofintegrity required to discharge their duties effectively with anobjective of independent judgment and without any externalinfluence and fulfils all the conditions specified in the Act andSEBI LODR Regulations and are independent to the managementof the Company.
None of the Directors on the Board of the Company have beendebarred or disqualified from being appointed or continuingas 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 andtraining of the Independent Directors undertaken in compliancewith the provisions of the Act and the SEBI LODR Regulations isprovided in the Corporate Governance Report, which forms anintegral part of this Annual Report.
The Board of Directors of the Company met 05 (five) times duringthe financial year 2024-25. The details of board meetings held andattended by each Director during the financial year 2024-25, aredisclosed in the Corporate Governance Report, which forms anintegral part of this Annual Report.
The maximum interval between any two meetings during the financiayear 2024-25, did not exceed the limits, as prescribed under the Actand the SEBI LODR Regulations.
As on March 31, 2025, the Board had 05 (five) Committeesstated 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 ofthe Company. They are entrusted with the responsibility to reviewand oversee specific matters requiring focused attention andoperate in accordance with their respective terms of reference, asapproved by the Board.
During the financial year 2024-25, all recommendations made by thecommittees were approved by the Board. The composition of theCommittees of the Board and the details regarding meetings of theCommittees constituted by the Board are set out in the CorporateGovernance Report, which forms part of this Annual Report.
During the financial year 2024-25, the Company's credit rating onthe Bank Loan facilities was upgraded from 'CRISIL A/Stable' to'CRISIL A /Positive'.
Thereafter, on August 06, 2025, CRISIL Ratings Limited, furtherupgraded the credit rating on the Bank Loan facilities of the Companyfrom 'CRISL A /Positive' to 'CRISIL AA-/Stable'.
The credit ratings information is available on the Company's Websiteand can be accessed at https://domsindia.com/pdf/InvestorRelations/LODR/Crisil Credit Ratings Letter.pdf.
Your Company is not required to transfer any amount of unpaid/unclaimed dividend for the financial year 2024-25 to the InvestorEducation and Protection Fund ('IEPF').
As per the provisions of Section 178(3) of the Act and based on therecommendation of the Nomination & Remuneration Committeeof the Company, the Board has approved a Nomination andRemuneration Policy which lays down the criteria for selection,appointment and remuneration of Directors, Key ManagerialPersonnel and Senior Management Personnel including the criteriafor determining qualifications, positive attributes, independence ofdirector and such other matters.
The Nomination and Remuneration Policy is available at the websiteof the Company at: https://domsindia.com/policies/.
In accordance with the provisions of the Act and SEBI LODRRegulations it is required to evaluate the performance of:
(i) the Board as a whole
(ii) the Individual Directors (including Independent Directors andChairperson) and
(iii) the committees of the Board
The Board established a mechanism to carry out an Annual Evaluationof its own performance, Board Committee, Individual Directors andChairperson pursuant to requirements of the provisions of Section178 of the Act, Schedule IV and Regulation 17(10) of the SEBI LODRRegulations. The key objectives of conducting the Board Evaluationprocess were to ensure that the Board and various Committees of theBoard have appropriate composition and they have been functioningcollectively to achieve common business goals of the Company.
Similarly, the key objectives of conducting performance evaluationof the Directors through individual assessment and peer assessmentwere to ascertain if the Directors actively participate in the Board/Committee Meetings and contribute to achieve the common businessgoals of the Company. The Performance evaluation of the Board ofDirectors, Committees to the Board was done based on the structuredquestionnaire taking into consideration of various performancerelated aspects to ensure comprehensive assessment.
The evaluation was carried out by way of internal assessments andevaluation parameters and the process is disclosed in the CorporateGovernance Report, which forms part of this Annual Report.
In terms of the provisions of Section 197(12) of the Act readwith Rules 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, a statementshowing the names of the top ten employees in terms ofremuneration drawn and names and other particulars of theemployees drawing remuneration in excess of the limits set out in thesaid rules forms part of this Report.
Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, are provided in 'Annexure I' which forms partof this Report.
Having regard to the provisions of the second proviso to Section136(1) of the Act and as advised, the Annual Report excludingthe aforesaid information is being sent to the Shareholders of theCompany. Any member interested in obtaining such information mayaddress their email to ir@domsindia.com.
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 yearended March 31, 2025, the applicable accounting standards
have been followed with proper explanation relating to materialdepartures, if any;
b. they have selected such accounting policies and applied themconsistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31, 2025 and theprofit of the Company as at March 31, 2025;
c. they have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities;
d. they have prepared the annual accounts on a goingconcern basis;
e. they have laid down internal financial controls to be followedby the Company and that such internal financial controls areadequate and operating effectively; and
f. the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systemsare adequate and operating effectively.
The Company has established adequate Internal Financial Controls withreference to the financial statements. The Company's internal financialcontrols and systems are adequate commensurate with the natureand size of the Company and it ensures compliance with the policiesand procedures adopted by the Company for ensuring the orderly andefficient conduct of its business, including adherence to its policies, thesafeguarding of its assets, the prevention and detection of frauds anderrors, the accuracy and completeness of the accounting records, andthe timely preparation of reliable financial information.
The Company's internal control procedures which include internalfinancial controls, ensure compliance with various policies, practicesand statutes and keeping in view the organisations pace of growthand increasing complexity of operations. This ensures safeguardingof assets and properties of the Company and protects againstunauthorized use and disposal of the assets.
The Audit Committee periodically reviews the adequacy andeffectiveness of internal control systems and provides guidance forcontinuous improvement and strengthening.
As on March 31, 2025, the Company has 04 (four) Subsidiaries and01 (one) Associate Company. The details regarding the disclosurewith respect to Subsidiaries and Associate Company of the Companyin Form AOC-1 are provided in 'Annexure II', which forms partof this Report.
1. Pioneer Stationery Private Limited
Pioneer Stationery Private Limited ('Pioneer') is an unlistedmaterial subsidiary of the Company and is engaged in thebusiness of manufacturing, importing, exporting, trading, buying
and selling of paper stationery products. The managementof the Company is focused on enhancing quality, efficiencyand effectiveness of the business to achieve best-in-classperformance. The Board of Directors of Pioneer frequentlyreviews its performance to ensure alignment with theCompany's strategic goals.
During financial year 2024-25, revenue from operationsof Pioneer has increased by 6.49% to J 17,050.48 lakhs ascompared to J 16,010.99 lakhs in the previous financial year.
It's Operating Profit for the financial year 2024-25 has increasedby 15.20% to J 2,278.75 lakhs as compared to J 1,978.04 lakhsin previous financial year. Net Profit After Tax of Pioneer hasincreased by 25.94% to J 1,471.29 lakhs as compared toJ 1,168.28 lakhs in previous financial year.
2. Micro Wood Private Limited
Micro Wood Private Limited ('Micro Wood') is a subsidiary ofthe Company and is engaged in the business of manufacturingtin and paper-based packing materials. The Board of Directorsof Micro Wood frequently review its performance to ensurecontinued growth and alignment with the Company's objective.
During financial year 2024-25, revenue from operations of MicroWood has increased by 15.76% to J 9,011.68 lakhs as comparedto J 7,784.84 lakhs in the previous financial year. It's OperatingProfit 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 theprevious financial year. Net Profit After Tax of Micro Wood hasincreased by 18.94% to J 567.50 lakhs as compared to J 477.13lakhs in previous financial year.
3. Skido Industries Private Limited
During the financial year 2024-25, Skido Industries PrivateLimited ('Skido') became a subsidiary of the Company. Skidois engaged in the business of designing, manufacturing,marketing and selling of all types of bags, pouches and otherrelated products.
During the financial year 2024-25, Skido reported revenue fromoperations of J 895.64 lakhs. It's Operating Profit stood atJ 95.83 lakhs and Net Profit After Tax was J 66.49 lakhs.
4. Uniclan Healthcare Private Limited
Uniclan Healthcare Private Limited ('Uniclan') becamesubsidiary of the Company with effect from September 16,
2024. Uniclan is engaged in the business of manufacturingand marketing of baby diapers, baby wipes and otherhygiene products.
During the period from September 16, 2024 to March 31, 2025,revenue from operations of Uniclan was J 11,220.87 lakhs. It'sOperating Profit for the period stood at J 973.88 lakhs and NetProfit After Tax for the period was J 465.58 lakhs.
The Audited Financial Statements of the Subsidiaries areavailable on the website of the Company and can be accessedat https://domsindia.com/financial-statement-of-subsidiaries-group-companies/.
5. ClapJoy Innovations Private Limited
ClapJoy Innovations Private Limited ('ClapJoy') is an associate ofthe Company and is engaged in the business of manufacturingand selling wooden board games, flash cards, puzzles andeducational toys.
During financial year 2024-25, revenue from operations ofClapJoy has increased by 69.56% to ? 790.10 lakhs as comparedto ? 465.98 lakhs in previous financial year. Net Profit after taxof ClapJoy is ? 0.55 lakhs as compared to loss of ? 5.70 lakhs inprevious financial year.
During the financial year 2024-25, the Company has not accepted anydeposits 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 UnsecuredLoan from the Directors of the Company, excluding accruedinterest, is ? 6,603.50 lakhs as per Standalone Financial Statementsof the Company.
Details of the loans, guarantees, securities and investments, asrequired under Section 186 of the Act and Schedule V of the SEBILODR Regulations, are provided as part of the notes to the standalonefinancial statements of the Company.
As per the provisions of Section 177 of the Act and the Rules madethereunder read with Regulation 23 of SEBI LODR Regulations, theCompany has obtained the necessary prior approval of the AuditCommittee for all the related party transactions. Further, there wereno material related party transactions entered by the Company duringthe financial year 2024-25. Accordingly, the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Act, in FormAOC-2 is not applicable.
None of the transactions with any of the related parties conflictedwith the interest of the Company, rather they synchronize andsynergise with the Company's operations. All the transactions enteredinto with related parties as defined under the Act and SEBI LODRRegulations during the financial year ended March 31, 2025, were inthe ordinary course of business and on arm's length basis.
The Particulars of Related Party Transactions according to theprovisions of Section 188 of the Act for the financial year 2024-25,is disclosed in Note No. 43 of the Standalone Financial Statementsof the Company.
The Company has adopted a Policy on Related Party Transactions inaccordance with the provisions of the Act and SEBI LODR Regulations,as amended, from time to time. The policy intends to ensure thatproper reporting, approval and disclosure processes are in place for alltransactions between the Company and related parties. The Policy onRelated Party Transactions is available on the website of the Companyand can be accessed at: https://domsindia.com/policies/.
DOMS aims to play a significant role in promoting healthcare,education, rural development, affordable housing, disaster relief,benefit of armed forces, socioeconomic development, relief andwelfare of the Scheduled Castes, the Scheduled Tribes, otherbackward classes and minorities and other areas of public service.DOMS strongly believes in socioeconomic development of the societyand is committed to contributing towards the betterment of thecommunities it serves.
The CSR Committee confirms that the implementation andmonitoring of the CSR activities was done in compliance with the CSRobjectives and CSR Policy of the Company. The CSR Policy is availableat 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 variousclarifications issued by Ministry of Corporate Affairs, the Companyhas undertaken activities as per the Company's CSR Policy and thenecessary disclosure on CSR activities are provided in 'Annexure III'which forms part of this Report.
The details as required under Section 134 of the Act relating toConservation of Energy, Technology Absorption and Foreign Exchangeare disclosed in 'Annexure IV', which forms part of this Report.
The Company recognizes that risk is an integral part of businessand is committed to managing the risks in a proactive and efficientmanner. The Company has developed and implemented a robustRisk Management Policy to identify, assess and mitigate the risks.
The main objective of the policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach inreporting, evaluating, and resolving risks associated with theCompany's business.
To achieve this key objective, this policy establishes a structuredand disciplined approach to Risk Management, guiding decisionson risk related issues. The Risk Management Policy of the Companyis available on the website of the Company and can be accessed athttps://domsindia.com/policies/.
In compliance with Regulation 21 of SEBI LODR Regulations, a RiskManagement Committee has been constituted by the Board and isentrusted with roles and powers as specified in Part D of Schedule IIof SEBI LODR Regulations. The committee periodically reviews andimproves the adequacy and effectiveness of its risk managementsystems, considering rapidly changing macro environment, evolvingcompliance requirements and business complexities.
During the financial year 2024-25, the Company had identified andevaluated internal and external risks associated with its businessoperations and implemented appropriate mitigation measures toovercome such risks. The risks were periodically reviewed to ensureeffective tracking and mitigation. A detailed analysis of internal andexternal risks is provided in the Management Discussion and AnalysisReport which forms part of this report.
The Company believes in fair and ethical conduct of its businessaffairs and upholds the highest standards of corporate governance.
To foster a culture of accountability and transparency, the Companycontinuously reviews its existing policies, systems and procedures,ensuring they remain aligned with evolving governance practices andregulatory expectations.
The Company has established a robust vigil mechanism and adopteda Whistle Blower and Vigil Mechanism Policy, duly approved by theBoard of Directors pursuant to the requirements of Section 177(9) ofthe Act read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules, 2014 and Regulation 22 of SEBI LODR Regulations.
The Whistle Blower and Vigil Mechanism Policy provides adequateprotection to those who report unethical practices and irregularities.No person was denied access to higher authority or Chairperson ofthe Audit Committee.
The Whistle Blower and Vigil Mechanism Policy of the Company isavailable on the website of the Company and can be accessed at:https://domsindia.com/policies/.
During the financial year 2024-25, the Company has not receivedany significant material orders passed by the judicial or regulatoryauthorities which could impact the going concern status andoperations of the Company.
M/s. Price Waterhouse Chartered Accountants LLP (Firm RegistrationNo. 012754N/N500016) were appointed as Statutory Auditors ofthe Company for a period of 05 (five) consecutive years from theconclusion of 18th Annual General Meeting held on September 23,2024, till the conclusion of the 23rd Annual General Meeting of theCompany to be held in the year 2029.
The observations of the Statutory Auditors in their report read withrelevant notes to the accounts are self-explanatory and therefore donot require any further explanations. The Statutory Auditors Reporton Standalone and Consolidated Financial Statements of the Companyfor the financial year ended March 31, 2025, does not contain anyqualifications, reservations or adverse remarks.
There have been no instances of fraud by the Company or on theCompany which has been reported by the Statutory Auditors underSection 143(12) of the Act.
In terms of Section 148 of the Act read with Rule 6(2) of TheCompanies (Cost Records and Audit) Rules, 2014, the Board hadappointed M/s. B.F. Modi & Associates, Cost Accountants in practicefor carrying out the Cost Audit of the product i.e. Rubber and AlliedProducts manufactured by the Company, falling within the prescribedcriteria 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 thefinancial year 2025-26.
The Board based on the recommendation of Audit Committee hasre-appointed M/s. B.F. Modi & Associates, Cost Accountants as CostAuditors of the Company, to undertake Cost Audit of the Company forthe financial year 2025-26.
In terms of the provisions of Section 148(3) of the Act, read withThe Companies (Audit and Auditors) Rules, 2014, as amended, theremuneration payable to the Cost Auditors is considered by theBoard and recommended to the Shareholders of the Company forthe ratification.
The Company maintains the cost records as per the provisions ofSection 148(1) of the Act and rules and regulations made thereunder.
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, basedon the recommendation of the Audit Committee, has considered theappointment of CS Jignesh Shah (Membership No.: A13189 and COPNo.: 9492), Practicing Company Secretary, as the Secretarial Auditorto conduct the audit of Secretarial Compliance of the Company for aterm of 05 (five) consecutive years commencing from financial year2025-26 to financial year 2029-30, subject to approval of Shareholdersat the ensuing AGM.
The necessary resolution for appointment of CS Jignesh Shah, asthe Secretarial Auditor of the Company forms part of the Notice forthe ensuing AGM.
The Secretarial Audit Report of the Company and its unlisted materialsubsidiary company in Form MR- 3 as issued, by CS Jignesh Shah,Practicing Company Secretary for the financial year 2024-25 underthe Act, Rules issued thereunder and Regulation 24A of the SEBILODR 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 compliedwith the applicable laws and that there are adequate systemsand processes in the Company commensurate with its size andscale of operations to monitor and ensure compliance with theapplicable laws.
During the financial year 2024-25, the Secretarial Audit Reportdoes not contain any qualification, reservation, adverseremark or disclaimer.
During the financial year 2024-25, the Company has compliedwith the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India and notified by the Ministry ofCorporate Affairs, in accordance with the provisions of Section 118(10) of the Act.
M/s. HTKS & Co., Chartered Accountants, were appointed as InternalAuditors of the Company to periodically audit the adequacy and
effectiveness of the internal controls laid down by the managementand to suggest improvements. During the year, no material weaknessin our operating effectiveness was observed.
The Board based on the recommendation of the Audit Committeehas re-appointed M/s. HTKS & Co., Chartered Accountants, as InternalAuditors, to undertake audit of the Internal Control Systems of theCompany for the financial year 2025-26.
During the financial year 2024-25, the Internal Audit Report does notcontain any qualification, reservation, adverse remark or disclaimer.
ONE TIME SETTLEMENT WITH BANK OR FINANCIALINSTITUTIONS
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 betweenamount of the valuation done at the time of one-time settlementand the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof, is not applicable.
CORPORATE INSOLVENCY RESOLUTION PROCESSINITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE, 2016
During the financial year 2024-25, no application has been madeunder The Insolvency and Bankruptcy Code, 2016. Accordingly, therequirement to disclose the details of any such application made orpending proceedings along with their status at the end of financialyear, is not applicable.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025, in FormMGT- 7 in accordance with Section 92(3) and 134(3)(a) of the Act readwith The Companies (Management and Administration) Rules, 2014will be uploaded on the website of the Company and can be accessedat https://domsindia.com/financial-statements/.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2)(f) of SEBI LODR Regulations, the BusinessResponsibility and Sustainability Report for the financial year 2024-25of the Company, which describes various initiatives undertaken by theCompany from an Environmental, Social and Governance perspective,forms part of this Annual Report.
REPORT OF CORPORATE GOVERNANCE
The Company embeds sound Corporate Governance practices andconstantly strives to adopt emerging best practices. In complianceto the provisions of Regulation 34 of the SEBI LODR Regulations,report of Corporate Governance of the Company, forms part ofthis Annual Report.
DISCLOSURES UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT, 2013
The Company is committed to provide safe working environment freefrom discrimination and harassment for all its employees and associates.The Company has a Policy of Prevention of Sexual Harassment inaccordance with the provisions of Sexual Harassment of Women at theWorkplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act').
Internal Complaints Committee
Internal Complaints Committee ('ICC') has been established toredress the Complaints regarding sexual harassment. All employees(permanent, contractual, temporary and trainees) are covered underthis policy. ICC has its presence at corporate offices as well as at sitelocations of the Company.
The Company has in place an effective mechanism for dealing withcomplaints relating to sexual harassment at workplace. The detailsrelating to number of complaints received and disposed off during thefinancial year 2024-25 are as under:
Number of complaints received during the financial year
Nil
Number of complaints disposed off during the financial year
Number of complaints pending more than ninety days
DISCLOSURES UNDER THE MATERNITY BENEFIT ACT, 1961
The Company is committed to ensuring a safe, inclusive, and supportiveworkplace for women employees. The Company has complied with theprovisions of The Maternity Benefit Act, 1961, including amendmentsand rules framed thereunder, to the extent applicable.
ACKNOWLEDGEMENT
The Directors of the Company appreciate the continued co-operationextended by the Investors, Shareholders, Consumers, Customers,Vendors, Bankers, Consultants and most importantly all its Employeesduring the financial year. The Directors also place on record its sincereappreciation of the contribution made by all the stakeholders forplacing their faith and trust on the Board. Further, they value thecontribution 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