Your Directors are pleased to present the Company's 33^rd Annual Report, together with the audited financial statements for the financial
year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS:

The key financial highlights of the Company are set out below

PERFORMANCE REVIEW

During the financial year, on a standalone basis, the Company’s
total revenue from operations increased to Lakhs H1,84,479.95
from H1,68,218.59 Lakhs in the previous financial year. Profit after
tax stood at H10,572.97 Lakhs, as against H9,033.15 Lakhs for
the same period.

Export revenues amounted to H62.2 crore compared to H6,577.35
Lakhs in the previous financial year.

However, on a consolidated basis, during the year, Company’s
total revenue from operations stood at H1,88,096.11 Lakhs as
compared to H1,71,045.97 Lakhs in the previous financial year.

Profit after tax was H10,708.19, compared with H9,222.03 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 decision¬
making, 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 micro¬
market activation initiatives across the country. These efforts have

played a crucial role in maintaining strong market presence and
enhancing consumer recall at the point of purchase.

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:

Ý Akshay Kumar - Dollar Bigboss

Ý Saif Ali Khan - Dollar Lehar

Ý Yami Gautam - Dollar Missy

Ý 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 H622 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 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 33^rd Annual General Meeting
(AGM) of the Company scheduled to be held on 04^th 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 H1,701.48 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 URLhttps://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 2025¬
26.

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 31^st 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 atinvestors@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,
2026 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 H11,34,32,240 (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 ofH 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 31^st March, 2026.

SCHEME OF ARRANGEMENT

The Board of Directors in its meeting held on 26^th 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 10^th March, 2017 and SEBI Master Circular
No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23^rd
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 URLhttps://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 13^th August, 2025
and accordingly he ceased to be an Independent Director of the
Company w.e.f. 14^th 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 14^th
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 32^nd Annual General Meeting held on 25^th 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 11^th 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 31^st August, 2026 and
the Board of Directors of the Company, on recommendation of
Nomination and Remuneration Committee, in its meeting held on
23^rd 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 33^rd 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 31^st 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 31^st
March, 2026 and of the profit of the Company for the year
ended on 31^st 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 34^th 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 33^rd 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 37^th
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 31^st 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 websitehttps://
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 atinvestors@
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 athttps://www.
dollarglobal.in/wp-content/uploads/POLICY-ON-PREVENTION-OF-
SEXUAL-HARRASSMANT-AT-WORKPLACE.pdf

During the year under review, no complaints with allegations 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: -

ii) Number of Board of Director’s Meeting

The Board of Directors met 5 (Five) times during the FY. 2025¬
26. 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 websitehttps://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 33^rd 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 23^rd 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.

Registered Office:

Om Tower, 15^th floor, By order of the Board of Directors

32, J. L. Nehru Road, For Dollar Industries Limited

Kolkata - 700 071

Vinod Kumar Gupta Krishan Kumar Gupta

Date: 23^rd May, 2026 Chairman & Managing Director Whole-Time Director

Place: Kolkata (DIN: 00877949) (DIN: 01982914)