The Directors hereby present their Seventeenth integrated Annual Report highlighting the Company's business and operations along with the Audited Financial Statements of your Company, DOMS Industries Private Limited ("DOMS" and/or "the Company") for the Financial Year 2022 - 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Reserves

The Company does not propose to transfer any amount to its general reserve and the amount available for appropriation is proposed to be retained in surplus in the Statement of Profit and Loss.

Dividend

In line with Dividend Distribution Policy of the Company, the Board of Directors of the Company on June 16, 2023, have declared and paid an interim dividend of Rs. 250 per Equity Share for the Financial Year 2022 - 2023. Further, considering the significant growth opportunities in our current business, we believe that expansion of production capacities should maximize returns for our shareholders in the near future. Hence, pursuant to the growth opportunities, the Board of Directors of the Company does not recommend any final dividend for the Financial Year 2022 - 2023.

Revenues

Standalone

During the Financial Year 2022 - 2023, the Company's standalone revenues from operations stood at Rs. 108,246.67 lakhs, a significant increase of 75.10 % as compared to Rs. 61,819.52 lakhs during the previous Financial Year. Further, for the Financial Year 2022 - 2023, domestic sales and export sales were Rs. 87,733.48 lakhs and Rs. 20,289.50 lakhs respectively, as compared to Rs. 49,133.09 lakhs and Rs. 12,479.32 lakhs during the previous Financial Year.

Consolidated

In line with growth in standalone revenues coupled with the high growth in revenues of Pioneer Stationery, consolidated revenues are also registered a healthy growth of 77.28 % in Financial Year 2022 - 2023, to Rs. 121,189.04 lakhs as compared to Rs. 68,360.12 lakhs during the previous Financial Year. Further, for the Financial Year 2022 - 2023, domestic sales and export sales were Rs. 95,021.22 lakhs and Rs. 25,744.73 lakhs respectively as compared to previous Financials Year figure of Rs. 51,580.94 lakhs and Rs. 16,461.08 lakhs.

Profitability

Standalone

Operating Profit on a standalone basis for the Financial Year 2022 - 2023 increased to Rs. 16,771.52 lakhs from Rs. 6,089.98 lakhs during the previous Financial Year. During the Financial Year 2022-2023, the Company's Net Profit after Tax was Rs. 8,858.05 lakhs as compared to Net Profit after Tax was Rs. 1,184.87 lakhs during the previous Financial Year.

Consolidated

Consolidated Operating Profit for the Financial Year 2022 - 2023 stood at Rs. 19,129.21 lakhs from Rs. 7,233.67 lakhs during the previous Financial Year. During the Financial Year 2022 - 2023, the Company's Net Profit after Tax was Rs. 10,287.11 lakhs as compared to Net Profit after Tax was Rs. 1,713.96 lakhs during the previous Financial Year.

Public Deposits

During the Financial Year 2022 - 2023, the Company has neither accepted nor invited any deposits under Section 73 of The Companies Act, 2013. Further, during the Financial Year 2022 - 2023, the Company has taken Rs. 50 lakhs of unsecured loan from its directors, shareholders and their relatives.

As on March 31, 2023 the total outstanding amount of unsecured loan was Rs. 2,315.82 lakhs.

Material Changes and Commitments

No material changes and commitments, which affect the financial position of the Company except that, the Company increased its Authorised Share Capital from Rs. 50 Lakhs to Rs. 70 Crores. Thereafter, the Company has increased its Paid-up Share Capital from Rs. 37.25 lakhs divided into 372,518 Equity Shares of Rs. 10 each to Rs. 5,625.02 lakhs divided into 56,250,218 Equity Shares of Rs. 10 each by way of issuance of Bonus Shares to its existing Shareholders.

Consolidated Financial Statement

The Consolidated Financial Statements of the Company for Financial Year 2022 - 2023 are prepared in accordance with Indian Accounting Standards (Ind AS) as per The Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of The Companies Act, 2013 and other relevant provisions of The companies Act, 2013, The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its associate and subsidiary company, as approved by their respective Board of Directors.

Share Capital Authorised Share Capital

During the Financial Year 2022 - 2023, there has been no change in Authorized Share Capital of the Company.

Paid-Up Share Capital

During the Financial Year 2022 - 2023, paid-up Share Capital of the Company continues to be Rs. 37.25 lakhs divided into 372,518 Equity Shares of Rs. 10 each.

Change in the Nature of Business

There has been no change in the nature of business of the Company during the Financial Year 2022 - 2023. Audit Committee

During the Financial Year 2022 - 2023, the Company continues to be a Private Company. Hence, the provisions of Section 177 of The Companies Act, 2013 are not applicable.

Details of Significant and Material Orders

No significant and material orders were passed by the regulators or courts or tribunals which would impact the going concern status and future operations of your Company.

Directors and Key Managerial Personnel

a.    Changes in Directors and Key Managerial Personnel:

Mr. Rahul B. Shah, was appointed as Chief Financial Officer ('CFO') of the Company w.e.f. December

12, 2022.

Mr. Stefano De Rosa (DIN: 07504773), was resigned from the post of Director of the Company w.e.f. January 27, 2023.

Further, w.e.f. April 17, 2023, Mr. Cristian Nicoletti (DIN: 10042858) was appointed as Additional Director of the Company and he holds office up to the date of this Annual General Meeting ('AGM'). Approval of Members is being sought at the forthcoming Annual General Meeting of your Company for regularization of his appointment as Non-Executive Director.

Mrs. Chandni Somaiya (DIN: 02003554) and Mr. Ketan Rajani (DIN: 02490829) appointed as Wholetime Directors of the Company w.e.f. July 06, 2023. Prior to that they were Directors of the Company.

Mitesh Padia, Associate Member of Institute of Company Secretaries of India ('ICSI') has been appointed as full time Company Secretary of the Company w.e.f. July 06, 2023.

b.    Declaration by the Independent Directors: During the Financial Year 2022 - 2023, the Company continues to be a Private Company. Hence, the Company is not required to appoint Independent Director on its Board.

Disclosure of Remuneration

Disclosure of Remuneration of Employees covered under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

o None of the Employee of the Company, who were employed throughout the Financial Year 2022 - 2023, were in receipt of remuneration in aggregate exceeding the limit specified under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Meetings of the Board of Directors

The Board of Directors of the Company met 04 (Four) times during the Financial Year 2022 - 2023. The details of board meetings held during the year and attendance of directors thereat are as follows:

Exhibit 4: Attendance of Directors/ Key Managerial Personnel during Financial Year 2022 - 2023

Details of Subsidiary, Joint Ventures and Associate Company

During the Financial Year 2022 - 2023, Pioneer Stationery Private Limited, continued to be subsidiary Company of DOMS and w.e.f. March 28,2023, Uniwrite Pens and Plastics Private Limited, Fixy Adhesives Private Limited and Inxon Pens & Stationery Private Limited ceased to subsidiaries of DOMS. Further, Clapjoy Innovations Private Limited becomes an Associate Company of DOMS w.e.f. February 21, 2023. Details regarding the disclosure with respective to Subsidiary and Associate Company are given in 'Annexure I' of this report in Form AOC-1.

Performance of the Subsidiary

1. Pioneer Stationery Private Limited ("Pioneer")

During Financial Year 2022 - 2023, revenue from operations of Pioneer significantly increased by 91.15 % to Rs. 13,956.56 lakhs as compared to Rs. 7,301.19 lakhs in the previous Financial Year. It's Operating Profit for the Financial Year 2022 - 2023 was Rs. 2,393.96 lakhs as compared to Rs. 1,187.44 lakhs in previous Financial Year. Pioneer has reported a Net Profit of Rs. 1,480.11 lakhs for the Financial Year 2022 - 2023 as compared to Rs. 620.70 lakhs in previous financial year.

Performance of the Associate

1. Clapjoy Innovations Private Limited ("Clapjoy")

Clapjoy was converted from Limited Liability Partnership to Private Company w.e.f. October 19, 2022. Further, during the period from October 20, 2022 to March 31, 2023, revenue from operations of Clapjoy was Rs. 159 lakhs. During this period, Clapjoy has reported a Net Loss of Rs. 0.20 lakhs.

Statutory Auditor

Pursuant to the provisions of Section 139 of The Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, the Company, at its Annual General Meeting ('AGM') held on September 30, 2019, has appointed, M/s. B S R & Co. LLP, Chartered Accountants, (FRN- 101248W/W-100022), Mumbai as the Statutory Auditors of the Company to hold office for the period of 5 (Five) consecutive years from the conclusion of that AGM until the conclusion of the sixth consecutive AGM.

Auditors' report

The Independent Auditors report is self-explanatory and does not call for any further explanations.

Cost Auditor

Pursuant to the provisions of Section 148(3) of The Companies Act, 2013 and Rule 6(2) of The Companies (Cost records and Audit Rules) 2014, the Company has appointed M/s B.F. Modi & Associates, Cost Accountants in practice to undertake Cost Audit of the Company for the Financial Year 2023 - 2024.

Maintenance of Cost Accounting records

Pursuant to the provisions of Section 148(1) of The Companies Act, 2013 and rules and regulations made thereunder, the Company has made and maintained the required Cost Accounting records.

Secretarial Audit Report

The requirement of obtaining a Secretarial Audit Report for the Financial Year 2022 - 2023 is not applicable to the Company.

Secretarial Standard

The Company has complied with the applicable Secretarial Standards during the Financial Year 2022 -2023.

Vigil Mechanism

The Company has established a Vigil Mechanism Policy pursuant to the requirements of Section 177(9) of The Companies Act, 2013. No personnel have been denied access to the Director nominated by the Board of the Company for the said purpose to report genuine concerns.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is uploaded on the Company's website https://www.domsindia.com.

Risk Management Policy

The Company is a Private Company as on March 31, 2023, and hence, it is not covered under the purview for constituting a Risk Management Committee under the provisions of listing agreement. However, your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has developed and implemented a robust Risk Management Policy to identify, assess and mitigate the risks.

Particulars of Contracts or Arrangements made with Related Parties

All contracts or arrangements with related parties, entered into or modified during the Financial Year 2022 - 2023, were on an arm's length basis and in the ordinary course of business. All such contracts or arrangements have been approved by the Board of Directors. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, disclosure requirement in Form No. AOC-2 in terms of Section 134 of The Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is not required.

Particulars of Loans/ Guarantees/ Security or Investments

Particulars of Loans/ Guarantee/Security provided for the Financial Year 2022-2023 are disclosed in note no 45 (xii) of the Standalone Financial Statements.

Exhib 15: Details of Investments for Financial Year 2022 - 2023

Internal Financial Controls

The Company has put in place adequate Internal Financial Controls with reference to the financial statements. The Company's internal financial controls and systems are adequate commensurate with the nature and size of the Company and it ensures compliance of the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to it's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

During the year, no material weakness in our operating effectiveness was observed.

Directors Responsibility Statement

Pursuant to Section 134(5) of The Companies Act, 2013, the Directors hereby confirm that:-

a.    in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b.    the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and the profit of the Company as at March 31, 2023;

c.    the directors have taken proper and sufficient care 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;

d.    the Directors have prepared the annual accounts on a going concern basis; and

e.    the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Industrial Relation

The Company strongly believes in sound and amicable relationship with its human capital. During the Financial Year 2022 - 2023, our industrial relations remained cordial throughout the year.

Corporate Social Responsibility (CSR)

DOMS aims to play a significant role in promoting healthcare, education, rural development, affordable housing, disaster relief, benefit of armed forces, socioeconomic development, relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward Classes and minorities and other areas of public service and DOMS strongly believe in the social economic development of the society. With the enactment of The Companies Act, 2013 and The Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the Company's CSR Policy and the necessary disclosure on CSR activities are contained in 'Annexure-II' forming part of this report.

Annual Return

The requirement of uploading of copy of Annual Return on the website of the Company will be carried out after the ensuing Annual General Meeting for the Financial Year 2022 - 2023. The same will be uploaded on our website https://www.domsindia.com.

Disclosure of Conservation of Energy, Technology Absorption and Foreign Exchange

Disclosure of Conservation of Energy, Technology Absorption and Foreign Exchange under Sectionl34 of The Companies Act 2013 read with The Companies (Accounts) Rules, 2014:

Conservation of Energy

a.    The Company has taken various energy saving measure such as changing old & high energy consuming motors, upgrading of power capacitors, use of process waste for energy generation, replacement with efficient energy consumption light equipment, regular preventive maintenance etc.

b.    The Company is evaluating proposals on investment in energy conservation in area of solar power. The implementation of such proposals is expected to happen in near future.

Technical Absorption

a.    The Company has an independent R&D facility and has setup multiple laboratories to carry out product innovation and quality improvement as well as other general R&D activities.

b.    The Company has consistently innovated new products, improved product quality and improved packaging by indigenously developed technologies and formulations.

Foreign Exchanges Earnings & Outgo

a.    The Company is exporting its goods to globally regions such as America, Europe, Middle Eastern, Africa and Asia continents.

b.    During the Financial Year 2022 - 2023, the Company's foreign exchange inflow amounted to Rs. 17,496.72 lakhs (Financial Year 2021 - 2022: Rs. 10,941.23 lakhs) and foreign exchange outflow Rs. 9,761.69 lakhs (Financial Year 2021 - 2022: Rs. 5,555.01 lakhs).

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

During the Financial Year 2022 - 2023, there were no case filed under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company strongly believes in having a work place and environment that is healthy, safe and secure for all of its employee and has implemented all the necessary policies to adhere with the same.

Internal Sexual Harassment Complaint Committee

The Company has complied with the applicable provision of Section 4 (1) of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

General Disclosure

There is no application/ proceeding pending under The Insolvency and Bankruptcy Code, 2016. Further, there was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgement

The Directors of the Company appreciate the continued co-operation extended by the Investors, Shareholders, Vendors, Customers, Bankers, Consultants and most importantly all its employees during the year. The Directors also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board. The Board appreciate and value the contribution made by every member of the DOMS family.