Market & News

To the Members,

Your Directors are pleased to present the 32^nd Annual Report of the Company along with the audited financial statements for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The financial highlights of our Company is outlined below

(Rs in Lakhs)

PERFORMANCE REVIEW

During the financial year, on a standalone basis, the total revenue from operations stood at H1,68,218.59 Lakhs as compared to H1,54,912.90 Lakhs in the previous financial year. The profit (after tax) stood at H 9,033.15 Lakhs as compared to H 8,939.04 Lakhs in the previous financial year. The exports made by the Company stood at H 6,577.35 Lakhs as compared to H 7,104.75 Lakhs in the previous financial year.

During the financial year, on a consolidated basis, the total revenue from operations stood at H1,71,045.97 Lakhs as compared to H1,57,227.45 Lakhs in the previous financial year. The profit (after tax) stood at H 9,222.03 Lakhs as compared to H 9,137.01 Lakhs in the previous financial year.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

Your Company stands as a leading force in the branded outerwear and innerwear segment, having established a strong presence and reputation in the Indian hosiery market. Over the years, we have evolved into a noteworthy player through continuous innovation, product diversification, and a sharp focus on quality and customer satisfaction. We have strategically introduced a wide range of categories under the Dollar brand portfolio, including Dollar Man, Dollar Woman, Dollar Junior, Dollar Always Thermal, and Dollar Protect. These categories are thoughtfully designed to meet the diverse needs of our consumers across all age groups and lifestyle preferences.

With a keen understanding of modern trends and consumer behaviour, especially among millennials, our branding initiatives have significantly enhanced brand recall. Through compelling campaigns and targeted outreach, we have successfully created a strong emotional connection with our audience, positioning Dollar as a trusted and contemporary choice in the Indian apparel space.

Over the years, your Company has built a well-integrated and diversified design-to-production ecosystem, driven by innovation, efficiency, and scale. Our team comprises a large pool of inhouse designers, supported by a strong network of pan-India suppliers and an unmatched distribution infrastructure, ensuring seamless product availability across the country.

Your Company's operations are strengthened by digital transformation initiatives and an automated inventory management system, designed to handle peak-season demand with agility and precision. These systems allow us to respond quickly to market trends while maintaining operational excellence.

We invest heavily in consumer research, gaining deep insights into customer demographics, preferences, and lifestyle patterns. This enables us to continuously deliver products that blend fashion with comfort, ensuring we stay ahead of the fashion curve. As a market leader, we remain committed to innovation, trend-setting designs, and delivering consistent value to our customers across all touchpoints.

As part of the ongoing evolution of our premium innerwear line, your Company has revamped the look, product design, and quality standards of Force NXT. In an initiative to amplify a 360 degree marketing initiative and to further strengthen brand visibility and consumer engagement, we launched a new brand film across television and digital platforms, capturing the essence of our product philosophy and modern appeal. Complementing this, we executed an extensive outdoor advertising campaign across key distribution centers nationwide. This integrated marketing approach significantly contributed to a noticeable surge in consumer demand, reinforcing our brand's presence across both urban and regional markets. This strategic refresh reflects our commitment to delivering a more sophisticated, performance- driven, and fashion-forward experience to our discerning customers. The updated identity and enhanced product features mark a bold step in reinforcing Force NXT as a leading name in the premium innerwear segment.

The successful introduction of Rainguard (raincoats) and Windguard (windcheaters) has given us a competitive edge in the seasonal wear segment. These offerings have not only strengthened our product portfolio but have also enabled us to connect more deeply with the Dollar consumer base, aligning with their daily needs and lifestyles through consistent brand presence.

Seasonal products have proven to be an effective tool for sustaining brand recall, positioning Dollar as the go-to brand for every Indian household. Strategic brand campaigns across television, digital platforms, and below-the-line (BTL) activations have ensured wide product visibility—especially in regions experiencing heavy monsoon—and created strong traction among youth, bikers, and adventure enthusiasts during the winter season.

Our robust pan-India distributor network continues to be a key strength, enabling deep market penetration down to the retail level. With strong consumer acceptance of these new offerings, we anticipate an even greater response this year, further reinforcing Dollar's leadership in functional, fashionable, and reliable everyday wear.

The response to our new product lines has been overwhelmingly positive, with widespread appreciation across consumer segments. Each vertical of our business is experiencing robust growth year after year, reflecting the strength of our strategy and execution.

In our continued pursuit of excellence across product categories, we have strategically aligned with renowned brand ambassadors who embody the spirit and values of Dollar. These partnerships have significantly enhanced brand recognition and consumer 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 connect with diverse audiences across geographies. These associations, combined with constant product innovation and targeted media strategies, will continue to be key growth drivers for their respective categories, enabling us to expand our reach and reinforce Dollar as a trusted name across India.

Our unique value proposition-blending apparel-like aesthetics with uncompromising comfort and innovative design—has deeply resonated with today's discerning consumers. With a focused approach, we have introduced fresh concepts and contemporary designs, now entering full-scale rollouts across markets.

At the core of our sustained success lies a foundation built on strong, collaborative relationships with our suppliers, customers, and employees. These partnerships form the pillars of Dollar's growth journey, ensuring not only operational excellence but also a work culture that is inclusive, forward-thinking, and aligned with our long-term vision.

CHANGE IN NATURE OF BUSINESS

During the year, there were no changes to the Company's business activities, and it remained focused on enhancing its operational efficiencies.

DIVIDEND

Based on the Company's performance, your Board of Directors have recommended a dividend of H 3/- (previous year H 3/- on face value of H2/- fully paid-up) per equity share of H 2/- fully paid-up (i.e. 150 % on the paid-up value of Equity Shares). The proposal is subject to the approval of the Members at the 32^nd Annual General Meeting (AGM) of the Company scheduled to be held on 25^th July, 2025. The dividend payout is in the line with the dividend distribution policy as adopted by the Company.

The dividend, if approved by the members would involve total outflow of H 1,701.48 Lakhs (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961)

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has in place a Dividend Distribution Policy and the same is also available on the Company's website URL https://www.dollarglobal.in/wp-content/uploads/DIVIDEND- DISTRIBUTION-POLICY.pdf

AMOUNT TRANSFERRED TO RESERVES

The Company's Board of Directors has resolved not to transfer any amount to the General Reserves for the financial year ending 31^st March, 2025.

FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with the Indian Accounting Standards (INDAS) as notified under Section 133 of the Companies Act, 2013 read with the Companies Accounts Rules, 2014 and Regulation 48 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year 2024-25 as applicable to the Company.

The estimates and judgments applied in the financial statements are made conservatively to accurately reflect the true and fair nature of transactions, and to reasonably present the Company's financial position, profits, and cash flows for the financial year ended 31^st March, 2025.

The financial statements of the Company's subsidiary, Dollar Garments Private Limited, and its joint venture, Pepe Jeans Innerfashion Private Limited, have been prepared and consolidated with the Company's financials, and are an integral part of this report.

The financial statements of the Company's Subsidiary and Joint Venture are not included in this report. In accordance with Section 136 of the Companies Act 2013, the copies of the documents are made available for inspection at its registered office during working hours for a period of twenty-one days before the date of the meeting and these statements will also be available for inspection by members physically or through electronic means. The Company will provide the financial statements of its Subsidiary and Joint Venture upon request from any member in writing to the Company at its registered office or at investors@ dollarglobal.in. Further the Audited Financial Statements and related information of the Company and audited accounts of its subsidiary 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 financial statements of the Subsidiary and Joint Venture Company are attached to the financial statements in Form AOC-1 is annexed herewith as Annexure - ‘K' and forms a part of this Report.

SHARE CAPITAL

There was no change in the authorized, issued, subscribed, or paid-up share capital of the Company during the financial year under review.

The authorised share capital of the Company as on 31^st March, 2025 stood at H 11,50,00,000 (Rupees Eleven Crores Fifty Lakhs) 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 the Company stood at H 11,34,32,240 (Rupees Eleven Crores Thirty Four Lakhs Thirty Two Thousand Two Hundred Forty) divided into 5,67,16,120(Five Crores Sixty Seven Lakhs Sixteen Thousand One Hundred Twenty) Equity Shares of face value of H 2/- each, fully paid up.

The Company has not issued any Equity Shares, Equity Shares with differential rights, Sweat Equity Shares, or Employees' Stock Options, nor has it repurchased any of its own shares. Therefore, there is no information to be provided as per Rule 4(4), Rule 8(13), Rule 12(9), and Rule 16(4) of the Companies

(Share Capital and Debentures) Rules, 2014, or Section 42 and Section 62 of the Companies Act, 2013.

Dollar Employee Stock Option Plan (2022)

The Company has initiated ‘Dollar Employee Stock Option Plan (ESOP)' aims to provide employees with the opportunity to purchase Company's stock at a future date, typically at a discounted price or at a fixed price (which may be lower than the market value) with the aim to give employees a sense of ownership in the Company, motivating them to work toward its success, as the value of the stock options may increase in line with growth of the Company.

However, the Company is yet to issue stock options to its employees under the terms of the ESOP.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits as defined under Section 73 of the Act, in accordance with the Companies (Acceptance of Deposits) Rules, 2014.

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

The information pertaining to the conservation of energy, research and development, technology absorption, foreign exchange earnings, and outgo, as mandated under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided in Annexure ‘A' and is an integral part of this Report.

CORPORATE GOVERNANCE

The Company's approach to Corporate Governance is centered on achieving the highest standards of transparency and accountability, with a steadfast commitment to protecting and enhancing the interests of all stakeholders.

The Company remains committed in upholding the strongest standards of ethics and governance, fostering increased transparency that drives value and benefits for all stakeholders involved.

The Company has fully complied with all the provisions outlined in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well as the directives issued by SEBI from time to time.

The Company aims to exceed stakeholders expectations while ensuring full compliance with the mandatory provisions set forth by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has carefully considered and ensured that all necessary information is included in the Directors' Report and the Corporate Governance Report, in full compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well 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 as amended from time to time a report on Corporate Governance along with a Certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary ( Peer reviewed) (Membership No.:3811 ; CP No.: 3982), regarding compliance of conditions of Corporate Governance are provided in Annexure ‘B' & ‘C' and are 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 of this Report.

CODE OF CONDUCT

The Board of Directors has established a comprehensive Code of Conduct and set of business principles, which apply to all Board members—both Executive and Non-Executive Directors—along with senior management and all employees of the Company. These guidelines are designed to ensure that the business is conducted with the highest standards of ethics, efficiency, and transparency, enabling the Company to meet its obligations and deliver value to its shareholders and all other stakeholders and the same has also been placed on the Company's website URL https://www.dollarglobal.in/wp-content/uploads/CODE-OF- CONDUCT.pdf

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

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report provides a comprehensive review of the Company's operations, state of affairs, performance, and future outlook for the reporting year is provided in Annexure - ‘F' and is integral part of this Report.

BOARD OF DIRECTORS

Resignation / Cessation

During the year under review Mr, Binay Kumar Agarwal (DIN:01342065) Non- Executive Independent Director of the Company completed his tenure of 2^nd term of 5 consecutive years on 31^st March, 2024 and accordingly he ceased to be an Independent Director of the company w.e.f. 1^st April, 2024.

Appointment / Re-appointment

During the year under review on recommendation of the Nomination and Remuneration Committee, Mrs. Vibha Agarwal (DIN:00060102) was appointed as a Non-Executive Independent Director on the Board of the Company w.e.f 1^st April, 2024, for a period of 5(five) consecutive years, not liable to retire by rotation, as specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 17(1)(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders for the aforesaid appointment was duly obtained from the Shareholders by means of Postal Ballot within the prescribed time.

Further, pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the appointment of Mrs. Vibha Agarwal as Non-Executive Independent Director was duly approved by the Shareholders in the 31^st Annual General Meeting of the Company held on 2^nd August, 2024.

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

Declaration by Independent Directors

The Company has received requisite declarations from all its Independent Directors as follows:

a. Under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

b. That they have complied with the Code of Conduct of Independent Directors prescribed under Schedule IV of the Companies Act, 2013; and

c. That they have duly registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 including any amendments thereto.

Retirement by rotation

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Krishan Kumar Gupta (DIN: 01982914) , Whole Time Director of the Company, retires by rotation at the ensuing 32^nd Annual General Meeting and being eligible has offered for his re-appointment.

Appointment / resignation of Key Managerial Personnel (KMP)

During the year under review, Mr. Lalit Lohia resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. 1^st August, 2024 due to his personnel reasons. Mr. Abhishek Mishra was appointed as Compliance Officer of the Company w.e.f. 1^st August, 2024 and subsequently Mr. Abhishek Mishra was appointed as the Company Secretary of the Company w.e.f. 12^th August, 2024.

In terms of Section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Managerial Personnel (KMP) of the Company as on 31^st 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 Compliance Officer (w.e.f 12^th August, 2024)

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and Rules made thereunder. The Directors have also made necessary disclosures to as required under provisions of Section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company's code of conduct policy for the f.y. 2024-25.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on 31^st March, 2025

3. Proper and sufficient care has been taken, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

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

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

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

Based on the Internal Financial Control framework, audit procedure and compliance system as established and maintained by the Company. The Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during the f.y. 2024-25.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors

M/s Singhi & Co., Chartered Accountants, (Firm Reg No.: 302049E), were appointed as Statutory Auditors of the Company at 29^th Annual General Meeting (AGM) of the Company held on 28^th July, 2022 for the period of 5 (Five) Years and would continue to hold the office of Statutory Auditors till the conclusion of the 34^th AGM of the Company to 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 Standalone and Consolidated), along with the accompanying notes to accounts, are clear and self-explanatory, and therefore, no further elaboration is required. The Auditors' Report does not include any qualifications, reservations, adverse remarks, or disclaimers.

(ii) Cost Auditors

Based on the recommendation of the Audit Committee and pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board of Directors re-appointed M/s. Pranab Chakrabarty & Associates, Cost Accountants (Firm Reg No.: 000803) as the Cost Auditors to conduct the audit of the cost records of the Company for the f.y. 2025-26.

The remuneration payable to the Cost Auditors is required to be ratified by the shareholders in the ensuing Annual General Meeting and is, therefore, accordingly proposed in the Notice convening the 32^nd Annual General Meeting as annexed to this Report.

(iii) Secretarial Auditors

The Secretarial Audit Report (MR-3), issued by Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, Kolkata, for the f.y. 2024-25, is given in Annexure ‘G' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Compliance Report for the financial year ended 31^st March, 2025, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations, is available on the website of the Company at www.dollarglobal.in

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015, the Board of Directors, subject to approval of shareholders in the ensuing Annual General Meeting, has re-appointed Mr. Santosh Kumar Tibrewalla, Practising Company Secretary (Membership No.:3811 ; CP No.: 3982), Peer Reviewed, as the Secretarial Auditor to hold the office of Secretarial Auditors until conclusion of 37^th AGM of the Company and to conduct the secretarial audit of the Company for a period of 5 years effective from f.y. 2025-26 till f.y. 2029-30. His appointment has been set forth in the Notice convening ensuing Annual General Meeting for approval of shareholders.

(iv) Internal Auditors

Based on the recommendation of the Audit Committee and pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors re-appointed M/s. Pawan Gupta & Co., Practicing Chartered Accountants (Firm Regn. no. 318115E) as the Internal Auditors of the Company to conduct the internal audit of the Company for f.y. 2025-26.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company takes pride in being a responsible corporate citizen, strongly committed to the well-being and development of the communities mostly that surround its operations. With this goal the Company has identified and initiated several impactful projects focused on social empowerment, rural development, sustainable livelihoods, healthcare and education. Throughout the year, the Company has actively contributed in variety of initiatives aimed at improving the lives of people mainly in the neighboring villages around its plant locations and also at other parts of the country.

The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with Schedule VII of the Companies Act, 2013, as amended from time to time and the Companies (Corporate Social

Responsibility Policy) Rules 2014. The Company has adopted the CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company. The CSR policy formulated by the Company is available on the Company's website https://www.dollarglobal.in/wp-content/ UPloads/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.Pdf

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

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details regarding the remuneration of Directors, Key Managerial Personnel (KMP), and other relevant information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 information on employees' particulars as outlined in Section 197(12), read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, this information is available for inspection at the registered office of the Company. Any member willing to inspect the same can do so by sending a written request in advance to the Company Secretary at investors@dollarglobal.in.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)

Your Company has developed its Business Responsibility and Sustainability Report (BRSR), incorporating the BRSR Core Indicators, in accordance with the reporting guidelines prescribed by SEBI for listed entities. These criteria have been formulated based on the principles outlined in the National Guidelines on Responsible Business Conduct (NGRBC), 2018. In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and as per the Master Circulars issued in July 2023 and November 2024, the BRSR disclosures for f.y. 2024-25 form an integral part of this Annual Report. The Company's performance on various ESG parameters including Economic, Environment, Social and Governance responsibilities are provided in Annexure - ‘J' which forms an integral part of this Report.

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

Your Company maintains a strict zero-tolerance approach towards sexual harassment in the workplace. We are ommitted to creating and sustaining a safe, respectful, and inclusive work environment for all employees. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), and the corresponding rules, your Company has implemented a comprehensive Policy on the Prevention, Prohibition, and Redressal of Sexual Harassment. This policy applies to all employees, whether permanent, contractual, temporary, or trainees, ensuring that every individual is protected and treated with dignity and respect. We are dedicated to fostering a culture of accountability and providing a supportive mechanism for addressing any grievances related to sexual harassment. The POSH policy is also placed on the Company's website at https://www.dollarglobal.in/wp-content/uploads/POLICY-ON- PREVENTION-OF-SEXUAL-HARRASSMANT-AT-WORKPLACE.pdf

During the year under review, no complaints with allegations of sexual harassment were received by the Company.

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

WEBSITE

Your company's website, www.dollarglobal.in, features a dedicated Investor Relations section that provides easy access to key financial information, including the Financial Results, Shareholding Pattern, Annual and Quarterly Reports, as well as updates and intimations filed with the Stock Exchange(s). In addition, it contains a comprehensive overview of the various policies adopted by the Board.

The website also offers valuable details about the Company's history, its business operations, and key personnel, including the Board of Directors, Key Managerial Personnel, and Business Heads. All this information is readily available to keep our investors and stakeholders well-informed.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has implemented a Code of Conduct in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor, and report trading activities by designated persons. This includes the procedures for dealing in the Company's securities, as well as the disclosures required under Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Furthermore, the Board of Directors has formally approved and adopted a comprehensive Code of Practices and Procedures to ensure the fair disclosure of unpublished price-sensitive information, aligning with the regulatory 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 prevention of insider trading is duly placed on the website of the Company at www.dollarglobal.in.

In accordance with the Company's Internal Code of Conduct for the Prevention of Insider Trading, as outlined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the closure of the trading window is communicated in advance to all designated persons. During the closure period, Directors, Key Managerial Personnel (KMPs), employees, designated persons, their relatives and other connected individuals are prohibited from trading in the Company's securities.

The Company has established and is actively maintaining a Structured Digital Database in compliance with Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Additionally, throughout the year, the Company conducted regular internal training sessions and awareness programs to ensure that employees are well-informed and well-versed with the Company's Insider Trading Policy, which has been formulated in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

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

i) Particulars of contract or arrangements with related parties :

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

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

There were no materially significant related party transactions with the Company's Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have potential conflict of interest with the Company at large.

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

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

ii) Number of Board of Director's Meeting

The Board of Directors met 5 (Five) times during the f.y. 2024-25. The details of the Board Meeting and attendance of the Directors are provided in the Corporate Governance Report are provided in Annexure - ‘B' and forms integral part of this Report.

iii) Composition of Audit Committee

The Board has constituted its Audit Committee in accordance with the relevant provisions outlined in the Companies Act, 2013, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring compliance with all applicable statutory and regulatory requirements.

The composition and other details of the Committee are given in the Corporate Governance Report and provided in Annexure - ‘B' and forms integral part of this Report.

iv) Recommendation by Audit Committee

During the financial year under review, there was no instance where the Board did not accept the recommendations put forward by the Audit Committee.

v) Nomination and Remuneration Committee

The Board has constituted its Nomination and Remuneration Committee in accordance with the relevant provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring compliance with all applicable statutory and regulatory requirements.

The composition and other details of the Committee are given in the Corporate Governance Report are provided in Annexure - ‘B' and forms integral part of this Report.

vi) Stakeholders Relationship Committee

The Stakeholders' Relationship Committee as constituted by the Board, in accordance with the relevant provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is functioning to ensure effective communication and address the concerns of stakeholders in a timely and transparent manner.

The composition and other details of the Committee are given in the Corporate Governance Report are provided in Annexure - ‘B' and forms integral part of this Report.

vii) Risk Management Committee

The Board has constituted its Risk Management Committee in accordance with the relevant provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to ensure effective identification, assessment, and management of potential risks that could impact the Company's operations, financial stability and overall strategic objectives.

The composition and other details of the Committee are given in the Corporate Governance Report are provided in Annexure - ‘B' and forms integral part of this Report.

viii) Corporate Social Responsibility Committee

The Board has established the Corporate Social Responsibility (CSR) Committee in accordance with the relevant provisions of the Companies Act, 2013, to oversee and implement the company's CSR initiatives and ensure compliance with applicable laws and regulations.

The composition and other details of the Committee are given in the Corporate Governance Report are provided in Annexure - ‘B' and forms integral part of this Report.

ix) Management and Finance Committee

The Board has constituted Management and Finance Committee to exercise some of its powers as and when and to the extent delegated to the Committee.

The composition and other details of the Committee are given in the Corporate Governance Report are provided in Annexure - ‘B' and forms integral part of this Report.

x) Share Transfer Committee

The Board has constituted its Share Transfer Committee to exercise the powers as delegated to it periodically. The Committee is responsible for overseeing various share transfer functions, including but not limited to, the processes of dematerialization, transmission and other related activities.

The composition and other details of the Committee are given in the Corporate Governance Report are provided in Annexure - ‘B' and forms integral part of this Report.

xi) Risk Analysis

The Company has established a comprehensive risk management framework that includes regular audits and checks designed to identify, assess, mitigate, monitor, and report risks inherent in its business operations. Identified key risks are continuously managed by the relevant process owners, who implement ongoing risk mitigation strategies to address and minimize potential impacts.

xii) Extracts of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, the draft Annual Return for f.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 the adoption of the Directors' Report by the Shareholders at the 32^nd Annual General Meeting, as well as the receipt of the Certificate from the Practising Company Secretary (PCS). Shareholders acknowledge and authorize the Board/ Company to make these adjustments. Furthermore, the final version of the Annual Return, once filed with the Ministry of Corporate Affairs, will be made available on the Company's website.

xiii) Internal Financial Control

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

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

xiv) Disclosure relating to material deviations/ variations

In terms of Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not observed any material deviations or variances in its operations. Additionally, the Company has not conducted any public issue, rights issue, or preferential issue during the year under review.

xv) Loans, Guarantees and Investments

During the year under review, the Company strategically invested and deployed its surplus funds in shares and securities, adhering to the prescribed limits and within the powers granted to the Board under Section 179 and Section 186 of the Companies Act, 2013.

All details pertaining to such loans, guarantees, and investments have been duly recorded in the register maintained for this purpose and are further disclosed in the notes to the financial statements.

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

There have been no significant changes to the financial position of the Company between the closure of the financial year and the date of this report.

xvii) Subsidiaries, Associates or Joint Ventures

The Company's Consolidated Financial Statements, as prepared and presented, encompass the financial results of its its Subsidiary viz. Dollar Garments Private Limited along with its Joint Venture viz Pepe Jeans Innerfashion Private Limited (JV Co). These statements have been compiled in full compliance with the relevant Accounting Standards.

xviii) Evaluation of the Board's performance

I n accordance with the provisions of Section 134, 178, and Schedule IV of the Companies Act, 2013, as well as Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has implemented a formal mechanism to evaluate its own performance, as well as that of its Committees and individual Directors. This evaluation process has been structured to assess various facets of the Board's functioning, including the composition of the Board and its Committees, the effectiveness of Board processes, the quality and flow of information, the experience and competencies of its members, the performance of specific duties and obligations, and overall governance practices. Additionally, a separate assessment was conducted to evaluate the performance of individual Directors, based on a comprehensive questionnaire. The criteria in this questionnaire covered aspects such as the level of participation, independent judgment exercised, understanding of the Company's business, and overall contribution to the Board's objectives.

The evaluation of the Independent Directors was conducted by the full Board, excluding the Director being evaluated. Meanwhile, the evaluation of the Non-Independent Directors was carried out by the Independent Directors during their separate meeting held on 12^th February, 2025.

The results of the performance evaluation, conducted in accordance with the above-mentioned mechanism, were found to be satisfactory. This outcome also highlighted the strong commitment of the Board members and their respective Committees to the Company's success and overall governance.

xix) Nomination, Remuneration and Evaluation Policy

The Company, upon the recommendation of its Nomination and Remuneration Committee, has established a Nomination, Remuneration, and Evaluation Policy. This policy is in line with the provisions of Section 178 of the Companies Act, 2013, and the Rules framed thereunder, as well as Regulation 19 along with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Listing Agreement entered into with the Stock Exchanges (as amended from time to time). The policy outlines, among other aspects, the criteria for the appointment and remuneration of Directors, including the determination of qualifications, positive attributes, and the independence of Directors, among other key factors.

This policy is formulated to provide a framework and set standards in relation to the following and details on the same are given in the Corporate Governance Report are provided in Annexure - ‘B' and forms integral part of this Report:

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

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

c. Evaluation of the performance of the Directors;

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

xx) Vigil Mechanism

In accordance with Section 177(9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism to provide a platform for Directors and employees to report any genuine concerns to the management. These concerns may include instances of unethical behaviour, suspected or actual fraud, or violations of the Company's Code of Conduct or Ethics Policy.

This policy encourages employees, as well as other stakeholders engaged in transactions with the Company, to report any unethical or improper practices they observe within the organization. The Company is committed to conducting its affairs with the highest levels of fairness, transparency, professionalism, honesty, integrity, and ethical behaviour.

In line with the requirements of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has implemented the Whistleblower Policy to empower all employees and Directors to raise concerns regarding any violations of the Code of Ethics. Under this policy, Directors and employees are encouraged to escalate any issues or concerns that could potentially harm the interests of the Company or its stakeholders to the Audit Committee.

The Company is dedicated to maintaining the highest standards of ethical, moral, and legal business conduct, promoting open communication, and ensuring the necessary safeguards are in place to protect Directors, employees, or any other individual utilizing the mechanism. This protection includes safeguarding them from retaliation or victimization when reporting concerns in good faith.

Details of establishment of the Vigil Mechanism Policy is available on the Company's website at www.dollarglobal.in and also set out in the Corporate Governance Report are provided in 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 Company is obligated to maintain cost records as specified by the Central Government. As a result, the necessary accounts and records have been duly maintained. Upon the recommendation of the Audit Committee, the Board of 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. The Board has also proposed the remuneration payable to the Cost Auditor, which is subject to ratification at the ensuing Annual General Meeting.

SECRETARIAL STANDARDS

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

INDUSTRIAL RELATIONS

The industrial relations during the fiscal year 2024-25 have remained positive and collaborative. The Directors wish to acknowledge and appreciate the unwavering support extended by its agents, dealers, and suppliers. Additionally, they commend the significant contributions made by the senior management team, officers, employees, and workers, whose dedication and hard work have been instrumental in driving the overall growth and development of the Company.

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

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

ACKNOWLEDGEMENT

The Directors would like to convey their sincere gratitude for the invaluable support and collaboration extended to the Company by its diverse stakeholders, including financial institutions, banks, government agencies, and business partners. We are equally thankful for the encouragement and trust shown by our esteemed shareholders.

Additionally, the Directors wish to express their profound appreciation for the dedication, professionalism, and unwavering commitment demonstrated by our employees at every level, whose hard work and enthusiasm have significantly contributed to the Company's success throughout the year.