One such entity is its group Company, Dindayal Texpro Private Limited (“DTPL”/” Demerged Company”), which not only performs job work for DIL but also independently manufactures garments such as Leggings and Kurtis. These products are made either using fabric supplied by DIL or fabric sourced independently by Dindayal Texpro. DIL offers its products under the BigBoss, Class, Athleisure, Missy, Champion, Force NXT, Force Gowear, Pépe Jeans, Lehar, Ultra, Winter Care, and Doller Protect brands. DIL has established its presence across 29 states in India and also exports their production across the globe, especially in the Middle East & Gulf countries.

Followings are the Dollar Group Companies which are being contemplated to be merged into DIL and one line description of their businesses:

1. Adds Projects Private Limited (“APPL”/ “Transferor Company 1″) –  Acquires/develops commercial properties; leases to Dollar Industries & affiliates.
2.  Amicable Properties Private Limited (“AMPPL”/ “Transferor Company 2″) – Rents out commercial spaces to Dollar Industries & group companies.
3.  Bhawani Yarns Private Limited (“BYPL”/ “Transferor Company 3″) – Job work and garment manufacturing (leggings & kurtis) with sourced and Dollar fabrics.
4. Dollar Brands Private Limited (“DBPL”/ “Transferor Company 4”) – Owns the “Dollar” trademark; manages branding and trademark-related activities.
5. Goldman Trading Private Limited (“GTPL”/ “Transferor Company 5″) – Leases developed/acquired properties to Dollar Industries & affiliates.
6. KPS Distributors Private Limited (“KDPL”/ “Transferor Company 6″)- Rents out commercial real estate to Dollar Industries & related entities.
7. PHPL Properties Private Limited (“PPPL”/ “Transferor Company 7″) – Holds & leases properties for Dollar Industries & group companies.
8. Zest Merchants Private Limited (“ZMPL”/ “Transferor Company 8″)- Provides leased real estate for the operational infrastructure of the group.

Are collectively referred to as “Dollar Group Companies”.

Transferor Company 1, 2, 3, 5, 6, 7 and 8 are involved in Real estate activities with their own or leased property. This includes buying, selling, renting and operating self-owned or leased ‘ real estate such as apartment building and dwellings, non-residential buildings, developing and subdividing real estate into lots.

Transferor Company 4 owns “Dollar” Trademark and is involved in the branding of the trademark and any other business in connection thereof.

Promoters and Promoters group have direct control in the all the transferor and demerged companies which are involved in the transaction.

Transaction

The promoter group has decided to do the following composite arrangement

• Demerger of the Hosiery Business Unit of Dindayal Texpro Private Limited (DTPL) into Dollar Industries Limited (DIL)
• Merger of APPL, AMPPL, BYPL, DBPL, GTPL, KDPL, PPPL and ZMPL into DIL

The appointed date for the transaction is 1^st April 2025

All companies are 100% owned by promoters. Two companies are operating companies, i.e. i) Demerged Undertaking of Dindayal Texpro Private Limited having an enterprise value of just 9.5 crores which includes surplus assets of 4.9 crores and Dollar Brands Private Limited owning Dollar Brand having an enterprise value of just 5.1 crores.  Thus, there are no significant operating assets or business operation is getting consolidated with the flagship company.

Other seven companies own properties and the rationale given for its merger is ‘AII business assets used by Dollar Industries are in the Transferor Companies. Acquiring these business assets through merger will help reduce costs and bring more control on its operations.’  Market value of those properties is around 100 crores.

 Post implementation of the scheme, promoters’ stake will increase by circa 1.3%,  asall the companies are owned by the promoter’s group. The scheme vide clause 27.4 provides that ‘On the Scheme becoming effective, the equity shares of the Transferee Company held by the Transferor Companies shall stand cancelled’. However, the shareholding pattern as on 30^th September, 2025 filed with the stock exchange does notshow any of the transferor companies as shareholders in the listed company.

Rationale of the Scheme

The rationale for the demerger of the Hosiery Business Undertaking is to achieve operational alignment, reflecting a shift towards strengthening in-house production capabilities and enhancing control over production processes. This streamlining of production processes is intended to ensure better quality consistency, improved turnaround times, and overall strengthening of Dollar Industries Limited’s core capabilities and competitive advantage.

While the merger/amalgamation of the Transferor Companies is to consolidate various group operations under a single flagship entity, which strengthens brand identity, improves focus, and aligns with the group’s long-term objectives. Furthermore, the amalgamation enhances transparency, strengthens brand ownership (including the Dollar brand), helps reduce costs, and is expected to lead to an enhancement in earnings and profitability

Management quotes –

• “Dollar brand now comes fully under Dollar Industries Limited, giving us complete ownership of a core asset. The brand is transferred at book value.

•  Promoter Trust: creation of a trust “to hold 50% of the promoter stake” to “ensure continuity, preserve long-term ownership stability and further reinforce governance through an institutionalised framework.”

Creation of a promoter trust that will hold 51% of promoter stake is to ensure “continuity, stability and alignment of promoter interest with the long-term growth of the company” and to put “interest of the company ahead” in case of any promoter differences.

Financial & Margin Impact from Merger

As there is no major operating business getting consolidated, the transaction is EBITDA neutral. ₹4.5–5 crores annual PAT benefit is expected due to savings in Rent and royalty and also other compliance and operating savings. There will be an increase in depreciation on assets.

So, net-net, there will be a marginal impact on profitability and may be marginally dilution of EPS considering the increase in the paid-up share capital.

Impact on Related Party Transactions (RPTs):

Presently, RPTs are as follows;

Post-merger: “90% of the related party transactions will vanish”; as only a couple of individuals/firms remain which cannot be merged.

Impact on the balance sheet of the merged entity

As both demerger and mergers are at book value, there will be an increase in the net worth post-merger of approx ₹60–70 crores (book value). Market value of those Physical/business properties/assets ismore than ₹100 Crores. There are no debt and no contingent liabilities in these entities. As a result, it will improve debt equity ratio

Tax & Duties:

Stamp duty on merger is ~2% in West Bengal, so cash outflow will be ₹2–3 crores.

Conclusion

Management termed this a “truly transformational movement in the journey of Dollar” and a “strategic consolidation” aimed at long-term value creation and governance strengthening. The third generation of promoters are already in business, hence through this consolidation, the company intends a promoter + professional operating mode.

Promoter group entities being merged include:

• Real estate entities owning business properties used by Dollar.
  • Job-work entities.
  • The Dollar brand, which will now be fully owned by the listed company.

The transaction is structured to be EPS-neutral but value-accretive, primarily via consolidation of brand and properties, a sharp reduction in RPTs, improved governance, and a formal succession/control framework via a promoter trust. It seems to be appropriate to consolidate so that the business can grow under new management with continuity of the ownership ensured through holding 51% of the share capital through the family trust.