To the Members,
Your Directors are pleased to present the Company's 33rd
Annual Report, together with the audited financial statements for the financial year ended
31st March, 2026.
FINANCIAL HIGHLIGHTS:
The key financial highlights of the Company are set out below
|
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from Operations |
1,84,479.95 |
1,68,218.59 |
1,88,096.11 |
1,71,045.97 |
| Other Income |
435.40 |
540.05 |
421.12 |
534.84 |
| Total Revenue |
1,84,915.35 |
1,68,758.64 |
1,88,517.23 |
1,71,580.81 |
| Profit before Interest, Depreciation and Taxation |
20,264.03 |
18,092.16 |
20390.00 |
18,801.54 |
| Less:Interest |
2,202.43 |
2,585.87 |
2444.37 |
2,815.20 |
| Depreciation |
3963.41 |
3,751.46 |
3,966.25 |
3,755.58 |
| Add: Share of Profit/(Loss) of Joint Venture |
|
|
239.68 |
152.37 |
| Profit From Operations before Exceptional Items and Tax |
14,098.19 |
11,754.83 |
14,219.06 |
12,383.13 |
| Add: Exceptional Items |
|
318.86 |
|
|
| Profit Before Tax |
14,098.19 |
12,073.69 |
14,219.06 |
12,383.13 |
| Less: Tax Expense |
3,525.22 |
3,040.54 |
3,510.87 |
3,161.10 |
| Profit After Tax |
10,572.97 |
9,033.15 |
10,708.19 |
9,222.03 |
| Attributable to |
|
|
|
|
| a) Owners of the Company |
|
9,033.15 |
10743.02 |
9,103.55 |
| b) Non-Controlling Interest |
|
|
(35.83) |
118.48 |
| Other Comprehensive Income (net of tax) |
|
80.42 |
|
81.68 |
| Attributable to |
|
|
|
|
| a) Owners of the Company |
|
80.42 |
230.55 |
81.68 |
| b) Non-Controlling Interest |
|
|
(0.97) |
|
| Total Comprehensive Income |
9,113.57 |
9,303.71 |
|
|
| Attributable to |
|
|
|
|
| a) Owners of the Company |
|
9,113.57 |
10973.56 |
9,185.23 |
| b) Non-Controlling Interest |
|
|
(35.79) |
118.48 |
| Opening Balance in Retained Earnings |
71,301.40 |
63,889.31 |
70,410.80 |
62,927.05 |
| Add: Profit for the year |
10,572.97 |
9,033.15 |
10,743.02 |
9,103.55 |
| Add: Re-measurement gain/(Losses) on defined benefit
obligation |
306.15 |
107.47 |
303.56 |
107.47 |
| Add: Income Tax on above |
(77.05) |
(27.05) |
(76.40) |
(27.05) |
| Add: Share of OCI in Joint Venture |
|
|
|
1.26 |
| Total Comprehensive Income |
10,802.07 |
9,113.57 |
10,973.56 |
9,185.23 |
| Less: Dividend Paid |
1,701.48 |
1,701.48 |
1,701.48 |
1,701.48 |
| Closing balance in Retained Earnings |
80,401.99 |
7,1301.40 |
79,682.88 |
7,0410.80 |
PERFORMANCE REVIEW
During the financial year, on a standalone basis, the Company's
total revenue from operations increased to Lakhs RS. 1,84,479.95 from RS. 1,68,218.59
Lakhs in the previous financial year. Profit after tax stood at RS. 10,572.97 Lakhs, as
against RS. 9,033.15 Lakhs for the same period.
Export revenues amounted to RS. 62.2 crore compared to RS. 6,577.35
Lakhs in the previous financial year.
However, on a consolidated basis, during the year, Company's total
revenue from operations stood at RS. 1,88,096.11 Lakhs as compared to RS. 1,71,045.97
Lakhs in the previous financial year.
Profit after tax was RS. 10,708.19, compared with RS. 9,222.03 Lakhs in
the preceding financial year.
STATE OF COMPANY'S AFFAIRS AND OPERATIONS
Dollar Industries Limited continues to strengthen its position as one
of India's leading branded innerwear, outerwear and athleisure companies, driven by a
strong legacy of trust, innovation, quality and consumer-centricity. Over the years, the
Company has successfully evolved into a diversified apparel brand with a robust portfolio
comprising Dollar Man, Dollar Woman, Dollar Junior, Dollar Always Thermal, and Dollar
Protect and other emerging categories catering to consumers across age groups, geographies
and lifestyle segments.
During FY 2025-26, the Company continued to focus on enhancing its
market presence through product innovation, strategic brand investments, deeper consumer
engagement and strengthening of its distribution ecosystem. Supported by a strong
understanding of changing consumer preferences and evolving fashion trends, Dollar further
reinforced its position as a trusted and contemporary apparel brand across India.
The Company operates through a well-integrated design-to- delivery
ecosystem supported by experienced in-house design teams, efficient manufacturing
capabilities, strong sourcing partnerships and one of the widest distribution networks in
the industry. Continuous investments in technology, automation and digital transformation
have enabled greater operational efficiency, improved inventory management and enhanced
responsiveness to market demand.
Consumer insights remain at the heart of our growth strategy. Through
widespread market research and data-driven decisionmaking, the Company continues to
develop products that effectively combine comfort, functionality, affordability and style.
This consumer-first approach has enabled Dollar to consistently introduce relevant product
innovations and maintain its leadership position in the hosiery and apparel segment.
BRAND BUILDING AND MARKETING INITIATIVES
FY 2025-26 witnessed significant investments in integrated marketing
campaigns across television, digital, outdoor and retail touch points. The Company
executed large-scale seasonal campaigns during summer, festive and winter periods,
delivering strong brand visibility and consumer engagement across key markets.
The Company also continued to invest in strengthening retail visibility
through extensive in-shop branding, on-shop branding, wall paintings, dealer engagement
programmes and other micromarket activation initiatives across the country. These efforts
have
PRODUCT INNOVATION AND CATEGORY EXPANSION
Product innovation remained a key growth driver during the year. The
Company's seasonal product portfolio, including Rainguard rainwear, continued to
receive encouraging consumer response across markets. These categories have successfully
expanded Dollar's presence beyond traditional innerwear and hosiery segments,
enabling stronger consumer engagement throughout the year.
The increasing acceptance of these products demonstrates the
effectiveness of the Company's strategy to offer practical, functional and
lifestyle-oriented solutions under the trusted Dollar brand umbrella. Supported by focused
marketing campaigns and widespread distribution, these categories have emerged as
important contributors to brand visibility and consumer acquisition.
The Company also continued to strengthen its athleisure and premium
product offerings, responding to the growing demand for performance-oriented and
fashion-forward apparel among modern consumers.
BRAND AMBASSADORS AND CONSUMER CONNECT
The Company's association with renowned brand ambassadors
continued to enhance brand equity and consumer trust across diverse markets. During FY
2025-26, the following celebrity endorsements remained instrumental in strengthening brand
communication:
- Akshay Kumar - Dollar Bigboss
- Saif Ali Khan - Dollar Lehar
- Yami Gautam - Dollar Missy
- Mahesh Babu - Dollar Bigboss (South India)
These strategic partnerships have enabled the Company to connect
effectively with consumers across regions and demographics while reinforcing the values of
quality, reliability and style associated with the Dollar brand portfolio.
DISTRIBUTION AND MARKET REACH
The Company's extensive pan-India distribution network remains one
of its strongest competitive advantages. With a vast network of distributors, dealers and
retail partners, Dollar continues to ensure deep market penetration across urban,
semi-urban and rural markets. This widespread reach enables efficient product availability
and supports the successful launch of new products and categories.
The Company's focus on strengthening retail relationships,
improving supply chain efficiencies and leveraging technology- driven processes has
further enhanced operational effectiveness and customer satisfaction.
The Company also penetrating multiple countries across the world.
Exporting around 25 countries
INTERNATIONAL BUSINESS
The Company's growing international footprint continues to be an
important pillar of its long-term growth strategy. Over the years, Dollar Industries has
effectively expanded its presence beyond domestic markets, forming itself as a trusted
Indian apparel brand in several overseas territories.
During FY 2025-26, the Company exported its products to approximately
25 countries in international markets, generating export revenues of RS. 622 million. This
feat reflects the increasing global acceptance of Dollar's quality standards, product
innovation and value-driven offerings.
The Company continues to strengthen its relationships with
international distributors and business partners, while actively exploring new market
prospects to expand its global reach. Leveraging its strong manufacturing capabilities,
diverse product portfolio and competitive pricing, Dollar is well-positioned to cater to
the evolving needs of consumers across geographies.
OUTLOOK
The encouraging response to the Company's product innovations,
strengthened brand portfolio and integrated marketing initiatives during FY 2025-26
reaffirms the resilience of the Dollar brand. The Company remains committed to driving
sustainable growth through invention, premiumization, category expansion and deeper
consumer engagement.
With a strong foundation built on trusted relationships with consumers,
channel partners, suppliers and employees, Dollar Industries is well-positioned to
capitalize on emerging market opportunities and continue its journey towards long-term
value creation. Guided by its commitment to quality, innovation and customer satisfaction,
the Company remains confident of strengthening its leadership position in the Indian
apparel and hosiery industry.
DIVIDEND
Based on the Company's performance, your Board of Directors has
recommended a dividend of K3/- (previous year RS. 3/- on face value of RS. 2/-
fully paid-up) per equity share of RS. 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 33rd
Annual General Meeting (AGM) of the Company scheduled to be held on 04th
August, 2026. The dividend payout is in the line with the dividend distribution policy as
adopted by the Company.
The dividend, if approved by the Members, will result in a total
outflow of RS. 1,701.48 Lakhs, subject to deduction of tax at source in accordance with
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 Board of Directors of the Company has decided not to transfer any
amount to the General Reserves for the financial year 202526.
FINANCIAL STATEMENTS
The financial statements for the year 2025-26 have been prepared in
accordance with the Indian Accounting Standards (IND -AS) under Section 133 of the
Companies Act, 2013, the Companies (Accounts) Rules, 2014, and Regulation 48 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to the
Company.
The financial statements incorporate prudent estimates and judgments to
fairly present the Company's financial position, results, and cash flows for the year
ended 31st March, 2026.
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 31st
March, 2026 stood at RS. 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 RS. 2/- each.
The issued, subscribed and paid-up share capital of the Company stood
at RS. 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 ofRS. 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's ‘Dollar Employee Stock Option Plan (ESOP)'
is in force but no stock option has been granted to employees under the ESOP till 31st
March, 2026.
SCHEME OF ARRANGEMENT
The Board of Directors in its meeting held on 26th
September, 2025 has approved a Composite Scheme of Arrangement in terms of Sections 230 to
232 of the Companies Act, 2013 ("Companies Act") read with the rules made
thereunder, Section 2(1B) and other applicable provisions of the Income-tax Act, 1961 and
other applicable laws including the SEBI Circular No. CFD/DIL3/ CIR/2017/21 dated 10th
March, 2017 and SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd
November, 2021 and, each as amended from time to time (‘SEBI Circulars') . The
following group / sister Companies are proposed to merge with Company -
1. Dindayal Texpro Private Limited ("Demerged Company")
2. ADDS Projects Private Limited ;
3. Amicable Properties Private Limited ;
4. Bhawani Yarns Private Limited ;
5. Dollar Brands Private Limited ;
6. Goldman Trading Private Limited ;
7. KPS Distributors Private Limited ;
8. PHPL Properties Private Limited ; and
9. Zest Merchants Private Limited
The proposed arrangement includes the demerger of the hosiery business
of Dindayal Texpro Private Limited, to streamline operations, enhance operational
efficiency and create a more focused business structure across the Group.
The Company has obtained No Objection Certificates (NOCs) from both BSE
and NSE for the Scheme.
Following receipt of the aforesaid approvals, the Company has filed the
application with the National Company Law Tribunal (NCLT)
for its requisite approval.
Upon completion of the NCLT process, the Scheme is expected to optimize
resource allocation, strengthen the core business verticals, and enhance long-term value
creation for shareholders and stakeholders. The Company remains committed to executing the
Scheme in a timely and transparent manner, in accordance with applicable laws and
regulatory requirements.
On approval of the Scheme, the Company would allot 29,80,138 shares of
110/- each fully paid-up in the Share Capital of the Company to the Promoters / Promoters'
group and the Promoters holding in the Share Capital would increase by mere 1.39%. The
Shares would also be listed with both NSE & BSE.
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. Rajesh Kumar Bubna (DIN:00468038),
Independent Director of the Company completed his tenure of 2 terms of 5 consecutive years
on 13th August, 2025 and accordingly he ceased to be an Independent Director of
the Company w.e.f. 14th August, 2025.
Appointment / Re-appointment
During the year under review on recommendation of the Nomination and
Remuneration Committee, Ms. Shalini Jain (DIN: 10484828) was appointed as a Non-Executive
Independent Director on the Board of the Company with effect from 14th May,
2025, for a period of 5(five) consecutive years, u/s. 149(6) of 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 obtained
from the Shareholders in the 32nd Annual General Meeting held on 25th
July, 2025.
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 Ms. Vibha Agarwal, Ms.
Divyaa Newatia, Mr. Srikumar Bandyopadhyay, Mr. Sandip Kumar Kejriwal and Ms. Shalini
Jain.
The Board of Directors opined that it was desirable to appoint one of
its Directors as the Chairman of the Board in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Accordingly, Mr. Vinod Kumar Gupta, Managing Director of the Company,
was appointed as Chairman of the Board and of the Company with effect from 11th
August, 2025.
The existing terms of Mr. Vinod Kumar Gupta (DIN: 00877949) as Managing
Director (designated as Key Managerial Personnel), Mr. Binay Kumar Gupta (DIN: 01982889)
as Joint Managing Director, Mr. Bajrang Kumar Gupta (DIN: 01783906) & Mr. Krishan
Kumar Gupta (DIN: 01982914) as Whole-Time Directors of the Company of the Company would
expire on 31st August, 2026 and the Board of Directors of the Company, on
recommendation of Nomination and Remuneration Committee, in its meeting held on 23rd
May, 2026 has re-appointed them for a further period of 5(five) years on the terms,
conditions and remuneration as detailed in the Notice convening the ensuing Annual General
Meeting (AGM), subject to the approval of shareholders.
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.
Bajrang Kumar Gupta (DIN: 01783906) , Whole-Time Director of the Company, retires by
rotation at the ensuing 33rd Annual General Meeting and being eligible has
offered for his re-appointment.
Appointment / resignation of Key Managerial Personnel (KMP)
During the year under review, there was no change in the Key Managerial
Personnel(s) of the Company.
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 31st March, 2026 comprises of
following:
1. Mr. Vinod Kumar Gupta - Chairman & Managing Director
2. Mr. Ajay Kumar Patodia - Chief Financial Officer
3. Mr Abhishek Mishra - Company Secretary and Compliance Officer
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 FY 2025-26.
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 31st March,
2026 and of the profit of the Company for the year ended on 31st March, 2026;
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 FY 2025-26.
AUDITORS AND THEIR REPORTS
(i) Statutory Auditors
M/s Singhi & Co., Chartered Accountants, (Firm Reg No.: 302049E),
Statutory Auditors of the Company would continue to hold the office of Statutory Auditors
till the conclusion of the 34th AGM of the Company to be held for the FY
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
self-explanatory. , and therefore, no further clarification is required. The
Auditors' Report does not include any qualifications, reservations, adverse remarks,
or disclaimers and hence no further clarification is required.
(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 has
re-appointed M/s. Pranab Chakrabarty & Associates, Cost Accountants (Firm Reg No.:
000803) as the Cost Auditors to carry out the audit of the cost records of the Company for
the FY. 2025-26.
Further, on recommendation of the Audit Committee and pursuant to the
provisions of Section 148 of the Companies Act, 2013, the Board of Directors has proposed
to appoint M/s. P. Chakrabarty & Associates, Cost Accountants (Reg No.: 005952) as the
Cost Auditors to carry out the audit of the cost records of the Company for the FY.
2026-27.
The remuneration payable to the Cost Auditors is subject to
ratification by the shareholders at the ensuing Annual General Meeting. Accordingly, the
same has been proposed for approval in the Notice convening the 33rd Annual
General Meeting, which forms part of this Report.
(iii) Secretarial Auditors
Mr. Santosh Kumar Tibrewalla, Practising Company Secretary - Peer
Reviewed (Membership No. 3811 & C.P. No. 3982), Secretarial Auditor of the Company
would continue to hold the office of Secretarial Auditors till the conclusion of the 37th
AGM of the Company to be held for the FY 2029-30.
The Secretarial Audit Report (MR-3), issued by Mr. Santosh Kumar
Tibrewalla, for the FY 2025-26, is given in Annexure ‘G' to this Report.
Our response to observations in the Secretarial Audit Report are as
follows :
The Secretarial Compliance Report for the financial year ended 31st
March, 2026, 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
(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 has
re-appointed M/s. Pawan Gupta & Co., Practicing Chartered Accountants (Firm Regn. no.
318115E) as the Internal Auditors of the Company to conduct the internal audit of the
Company for FY 2026-27
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 MANAGERIALREMUNERATION
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 prepared its Business Responsibility and
Sustainability Report (BRSR), incorporating the BRSR Core Indicators in accordance with
the reporting framework prescribed by SEBI for listed entities. These indicators are
grounded in the principles outlined in the National Guidelines on Responsible Business
Conduct (NGRBC), 2018, reflecting the Company's commitment to responsible and
sustainable business practices.
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and in line with the Master Circulars issued
in July 2023 and November 2024, the BRSR disclosures for the financial year 2025-26 form
an integral part of this Annual Report. The Company's performance across
Environmental, Social, and Governance (ESG) parameters, encompassing Economic,
Environmental, Social, and Governance responsibilities, is detailed in Annexure -
‘J', which is annexed to this Report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has adopted zero-tolerance policy against sexual
harassment and is committed to maintaining a safe, respectful, and inclusive workplace. In
line with the POSH Act, 2013, a comprehensive Policy on the Prevention, Prohibition, and
Redressal of Sexual Harassment has been implemented, applicable to all employees,
including permanent, contractual, temporary staff and trainees. The Company fosters a
culture of accountability and provides an effective mechanism to address any grievances.
The POSH Policy is available 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.
Compliance with Maternity Benefit Act, 1961
The Company affirms its compliance with the provisions of the Maternity
Benefit Act, 1961 (as amended). All eligible female employees are provided maternity
benefits as prescribed under the Act, including paid maternity leave, nursing breaks and
protection against dismissal during the maternity period.
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:
In compliance with the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the
Audit Committee is obtained for each transaction as proposed to be entered into by the
Company with its related parties.
A prior omnibus approval of the Audit Committee is obtained on a yearly
basis for the transactions which are foreseen and repetitive in nature. All the
transactions pursuant to the omnibus approval so granted by the Audit Committee and
transactions which are not at 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: -
| Name of the Promoter Group |
Nature of Transaction |
(K in Lakhs) |
| Dollar Holdings Private Limited |
Rent Paid |
11.39 |
|
Dividend Paid |
787.37 |
| V.K. Mercantile Private Limited |
Rent Paid |
11.40 |
|
Dividend Paid |
235.58 |
ii) Number of Board of Director's Meeting
The Board of Directors met 5 (Five) times during the FY. 202526. 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 Audit Committee has been constituted by the Board 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 necessary 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 is in accordance to 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
to the relevant provisions of the Companies Act, 2013, and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. It ensures 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) Risk Analysis
The Company has established and implemented 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.
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 FY. 2025-26 is placed on the Company's website
https://www. dollarglobal.in/wp-content/uploads/DIL
MGT-7 25-26.pdf
The aforementioned Annual Return is subject to changes, alterations, or
modifications as necessary following the adoption of the Directors' Report by the
Shareholders at the 33rd Annual General Meeting, as well as Certification by
the Practicing 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.
xi) 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.
xii) 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.
xiii) 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.
And accordingly, the Company has made investment of 13,99,96,000/-
(Three Crore Ninety Nine Lakhs Ninety six Thousand Only) in Dollar Garments Private
Limited by subscribing its Equity Shares FV 110/- each, at an issue price of 125/- per
share including premium of 115/- per share on Rights Issue basis.
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.
xiv) Material changes and commitments, if any, affecting the financial
position between the end of the financial year and date of the report
There is no significant changes to the financial position of the
Company between the closure of the financial year and the date of this report.
xv) Subsidiaries, Associates or Joint Ventures
The Company's Consolidated Financial Statements, as prepared and
presented, encompass the financial results of its Joint Venture viz Pepe Jeans
Innerfashion Private Limited (JV Co), along with its Subsidiary viz. Dollar Garments
Private Limited. These statements have been compiled in full compliance with the relevant
Accounting Standards.
xvi) Evaluation of the Board's performance
In 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 23rd May, 2026
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.
xvii) 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
xviii)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 Whistle Blower 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.
xix) Cost Records and Cost Audit
In accordance with Section 148(1) of the Companies Act, 2013, and the
Rules prescribed thereunder, the Company is maintaining cost records as specified by the
Central Government. The Cost Audit report for FY 2025-26 would be issued by cost auditors
within prescribed time for requisite compliance.
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
Industrial relations during the fiscal year 2025-26 remained positive
and collaborative. The Directors acknowledge and appreciate the continued support of the
Company's agents, dealers, and suppliers, and commend the senior management,
officers, employees, and workers for their dedication and contributions, which have been
pivotal in driving the Company's growth and development.
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 Board sincerely express its gratitude to the Company's
stakeholders, including financial institutions, banks, government agencies, business
partners, and shareholders, for their continued support and trust. It also deeply
appreciate the dedication, professionalism, and commitment of employees at all levels,
whose hard work and enthusiasm have been instrumental in driving the Company's
success during the year.
