Dhunseri Tea & Industries Ltd

We have pleasure in presenting the 28^ttl Annual Report together with the Financial Statements of the Company for the year ended 31^st March, 2025.

1. Financial Statements:

2. Dividend:

The Board has recommended a dividend of Re. 1.00 per equity share of Rs. 10/- each i.e. 10% for the financial year ended 31^st March, 2025 subject to approval of the members at the ensuing 28^th Annual General Meeting ("AGM"). The dividend on equity shares, if approved by the members would involve a cash outflow of about Rs. 105.07 lakhs subject to deduction of tax at source as per the provisions of the Income Tax Act.

3. Transfer to reserves:

During 2024-25 no amount was transferred to General Reserves.

4. Operations:

In respect of the Indian operations the total tea manufacturing during 2024-25 was 11.73 mn kg in comparison to 13.09 mn kg in the previous year. The total sales were 12.41 mn kg in comparison to 13.72 mn kg in the previous year. The average realization per kg of Tea was higher in comparison to the previous year.

In respect of the off shore operations the total tea manufacturing during the year was 9.16 mn kg in comparison to 7.35 mn kg in the previous year. The total sales were 7.80 mn kg in comparison to 7.01 mn kg in the previous year. The average realization per kg of Tea was lower in comparison to the previous year.

The production of macadamia was 0.25 mn kg in comparison to 0.32 Mn kg in the previous year and sales were 0.32 mn kg in comparison to 0.25 mn kg in the previous year. The average realization per kg of macadamia was lower in comparison to the previous year.

5. Naga Dhunseri Group Limited (NDGL) was earlier holding 9,23,626 shares (8.79%) in your Company. On

March 10, 2025 it had further acquired 48,09,595 shares (45.77%) of your company from Dhunseri Investments Limited. NDGL present holding is 57,33,221 shares (54.56%) Thus, your Company is now a Subsidiary of NDGL.

6. Subsidiary Companies:

The Company's wholly owned subsidiaries outside India as on March 31, 2025 are as under:

i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)

ii) Makandi Tea & Coffee Estates Ltd (MTCEL)

iii) Kawalazi Estate Company Ltd (KECL)

iv) A.M. Henderson & Sons Ltd. (AMHSL)

v) Chiwale Estate Management Services Ltd (CEMSL)

vi) Dhunseri Mauritius Pte Ltd (DMPL)

vii) Ntimabi Estate Ltd (NEL)

The entire share capital of the aforesaid subsidiaries i.e., AMHSL, CEMSL & NEL is held by MTCEL and that of MTCEL, KECL and DMPL is held by DPTPL and the entire share capital of DPTPL (Wholly Owned Subsidiary) is held by your Company.

There are no material changes in the nature of the business of the subsidiaries.

There are no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to provisions of Section 129(3) of the Act, a Statement in Form AOC-1 containing the salient features of the Company's subsidiaries is attached to the financial statements of the Company.

The financial statements, the consolidated financial statements and the audited accounts of the subsidiaries, are available on the Company's website www.dhunseritea.com

7. Tea Estates:

The Company presently owns Eleven (11) Tea Estates along with their respective Tea Estate Factories all located in the State of Assam.

In continuation of the program of rationalization of operations and improving profitability, Dilli Tea Estate was disposed off during 2024-25.

As the Tea Packaging Operations has been discontinued, the Jaipur Tea Packaging Factory was closed during the year.

8. Listing:

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.

9. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act the Board of Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a 'going concern' basis;

(v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the work performed by the internal auditor, statutory auditor and secretarial auditor and the reviews thereof undertaken from time to time by the management and the audit committee including the remedial actions, if any, initiated by the Company during the year under review, the board opines that the Company's internal financial controls are adequate and effective.

10. Directors & Key Managerial Personnel:

The appointment of Mrs Aaradhana Jhunjhunwala (DIN: 00550481) as an Independent Director of the Company for a second term of five (5) consecutive years w.e.f. November 14, 2024 was approved by the shareholders at the 27^ttl AGM held on August 21, 2024.

The appointment of Mr. Siddhartha Rampuria (DIN: 00755458) as an Independent Director of the Company for a term of five (5) consecutive years w.e.f. May 27, 2024 was approved by the shareholders at the 27th AGM held on August 21, 2024.

The Board at its meeting held on April 21, 2025, changed the designation of Ms. Bharati Dhanuka (DIN: 02397650), from Vice Chairman (Non-Executive Director) to Whole Time Director (designated as "Executive Vice Chairman") for a period of 2 (two) years with effect from April 1, 2025 till March 31, 2027. The Board at its meeting held on May 22, 2025, further re-designated her from Whole Time Director (designated as "Executive Vice Chairman") to Managing Director (designated as "Vice Chairman") with effect from May 22, 2025 till March 31, 2027, subject to shareholders approval, liable to retire by rotation.

Mr. Mayank Beriwala (DIN: 06684029) was appointed as an Additional Director at the Board Meeting held on February 12, 2025 (in the category of Executive Director) of the Company and subsequently his appointment as Whole Time Director designated as Executive Director for a period of two years w.e.f. February 12, 2025 was approved by the Members through Postal Ballot on April 10, 2025.

Mr. Mrigank Dhanuka resigned from the Directorship of the Company on February 12, 2025 and consequently ceased to be Non-Executive Vice Chairman of the Company. He has since been appointed as an Advisor to the Board.

Mr. Bharat Bajoria (DIN: 00109241), on completion of his second term as an Independent Director of the Company ceased to be a Director of the Company w.e.f. the close of the business hour on September 7, 2024.

The provisions of sub-section (6) and (7) of Section 152 of the Act in respect of retirement of directors by rotation is not applicable to independent directors [Section 149 (13)].

The declaration pursuant to the provisions of Section 149 of the Act have been received from all the Independent Directors confirming that they meet the criteria of independence pursuant to Section 149(6) of the Act and Rules framed thereunder.

In the opinion of the Board, there has been no changes in the circumstances likely to affect the status of the independent directors of the Company and the Board is satisfied of their integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder). The Independent Directors also hold valid registration with the Data bank maintained by the Indian Institute of Corporate Affairs pursuant to Section 150 of the Act read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Mr. Rajiv Kumar Sharma (DIN: 05197101), Non-Executive Non-Independent Director retires by rotation at the ensuing 28^th AGM and being eligible offers himself for re-appointment.

Mr. Prakash Chandra Dhandhania ceased to be Chief Executive Officer of the Company w.e.f the close of the business hour on March 31, 2025 and in his place Mr. Pravir Murari was appointed as Chief Executive Officer of the Company w.e.f., April 1, 2025.

11. Number of Meetings of the Board:

The Board met five times during the financial year 2024-25. The details have been provided in the Corporate Governance Report in terms of SEBI (LODR) Regulations which is annexed to this Report.

12. Board evaluation:

The Annual Performance Evaluation of the Board as a whole, the Committees and of the Individual Directors was undertaken during the year on the basis of the criteria with regard to their composition, structure, functioning, effectiveness of the Board Meetings, the contribution and preparedness of the directors to their respective committees of which they are Members and to the Board.

The Annual Performance Evaluation in respect of the Directors (Non- Executive/ Non-Independent), the Chairman of the Board and various other Committees including the Board as a whole was also undertaken during the year.

13. Policy on directors' appointment and remuneration and other details:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act are disclosed in the Corporate Governance Report.

14. Corporate Governance Report:

The Corporate Governance Report along with the auditors' certificate forms part of this report.

15. Management Discussion & Analysis Report:

The Management Discussion & Analysis Report is set out in Annexure I of this Report.

16. Internal financial control systems and their adequacy:

The details regarding internal financial control and their adequacy is included in the Management Discussion & Analysis Report (Annexure I) forms part of this report.

17. Audit Committee:

The composition of Company's Audit Committee is included in the Corporate Governance Report.

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. S.R.Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005) were appointed as Statutory Auditors of the Company at the 27^ttl aGM held on August 21, 2024 for second term of five years to hold office from the conclusion of 27^th AGM till the conclusion of 32^nd AGM to be held in year 2029.

The Statutory Auditor's report for FY 2024-25 forms part of this Annual Report.

The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not have any matter to report under Section 143(12) of the Act and hence no details thereof is required to be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors:

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of the Company appointed M/s. Mani & Co, Cost Accountants, (Firm Registration No. 000004) as the Cost Auditors of the Company for the year 2025-26; to conduct the cost audit for the financial year ending 31^st March, 2026 at a remuneration as mentioned in the Explanatory Statement and Notice of the 28^th AGM of the Company.

The Company also maintains cost records pursuant to Section 148(1) of the Act.

Secretarial Auditors:

The Board at its meeting held on May 22, 2025, appointed M/s. M.Shahnawaz & Associates, (Firm Registration No. S2015WB331500), Practicing Company Secretaries, as the Secretarial Auditor for a period of five (5) years (FY 2025-26 to 2029-2030) to hold office from the conclusion of 28^ttl AGM till the conclusion of 33^rd AGM to be held in the year 2030, subject to shareholders approval at the ensuing 28^th AGM.

The Secretarial Auditor's Report in Form MR-3 for 2024-25 forms part of this Report. The said report does not contain any qualifications, reservations, adverse remark or disclaimer.

19. Risk management:

Although Risk Management Committee is not mandatory for the Company, the management constantly monitors all risks and functions and systematically addresses them through mitigating actions on a continuous basis. In addition, the Audit Committee has oversight in the areas of financial risks and controls.

The development and implementation of risk management policy is covered in the Management Discussion and Analysis Report, which forms part of this Report.

20. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments are disclosed in the financial statements.

21. Transactions with Related Parties:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Company did not enter into any contract / arrangement / transaction with related parties during the year under review which are considered material in accordance with the Company's policy on materiality of related party transactions.

Your Directors draw the attention of the members to Note No. 41 to the financial statement which sets out related party disclosures.

22. Corporate Social Responsibility:

A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during 2024-25 are set out in Annexure II forms part of this report. The CSR policy is available on the Company's website : www.dhunseritea.com.

No CSR contribution was necessary for 2024-25.

23. Annual Return:

The Annual Return(s) of the Company are available in the Company's website (https://dhunseritea.com/investor/gm/annual-return/)

24. Particulars of employees:

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the relevant information is given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

* This information is for part of the year, hence not comparable.

The median remuneration of employees for financial year 2024-25 is Rs. 1.07 lacs.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary for the financial year:

* This information is for part of the year, hence not comparable.

c. The percentage increase in the median remuneration of employees during 2024-25 is 3.62%.

d. The number of permanent employees as on 31.03.2025 on the rolls of Company is 12412.

e. Average percentile decrease in the salaries of employees other than the managerial personnel during 2024-25 was 1.46% and in the case of managerial remuneration the increase was 16.97%. The remuneration payable to Executive Director has variable component which is dependent on the profit of the Company whereas the remuneration of other employees has fixed pay and depends on their individual performance.

f. The Company affirms remuneration is as per the remuneration policy of the Company.

g. The statement containing particulars of employees pursuant to Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the said report. In terms of Section 136 of the Act, the said report is open for inspection and any member interested in obtaining a copy of the same may write to the Company at mail@dhunseritea.com.

25. Disclosure requirements:

i) The code of conduct for the Board of Directors and the senior management of the Company is available on the Company's website (https://dhunseritea.com/investor/ ccp/code-of-conduct/)

ii) Details of the familiarization programme of the independent directors is available on the Company's website (https:// dhunseritea.com/wp-content/uploads/2025/04/ Familiariation-Program-for-Independent-Directors.pdf).

iii) Policy for determining material subsidiaries of the Company is available on the Company's website (https:// dhunseritea.com/wp-content/uploads/2025/02/Policy- for-determining-Material-Subsidiary.pdf).

iv) Policy on dealing with related party transactions is available on the Company's website (https://dhunseritea. com/wp-content/uploads/2025/02/Related-partv- transaction-policv.pdf ).

v) The Company has a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and SEBI (LODR) Regulations and the said policy is available on the Company's website (https:// dhunseritea.com/wp-content/uploads/2015/03/vigil- mechanism.pdf).

26. Deposits from public:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

27. State of Company's affairs:

The present state of the Company's affairs is progressive viz- a-viz the industry and steps are being initiated to tide over the present difficult phase of the Company which is expected to overcome in near future. There is no change in the nature of business of the Company and no significant or material orders were passed by any regulator or court or tribunal impacting the going concern status of the Company's future operations.

28. Reporting of frauds by Auditors:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor had to report to the Audit committee, u/s 143(12) of the Act any instance of fraud committed against the Company by its officers or employees.

29. Secretarial Standards:

The Company complies with all applicable secretarial standards.

30. Material changes and commitments, if any, affecting the financial position of the Company:

No material changes and/or commitments of the Company have occurred between the end of the financial year and the date of this report.

31. The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo is set out in Annexure III forms part of this report.

32. Neither any application was made nor any proceedings were initiated against the Company and / or is pending against it during 2024-25 under Insolvency & Bankruptcy Code, 2016.

33. No valuation with regard to One Time Settlement with Banks / Financial Institutions was required to be carried out during 2024-25.

34. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company set up the Internal Complaints Committee (ICC) pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and duly complied with the provisions relating thereto. There were neither any outstanding complaints in the beginning / end of the year nor any complaints were received and /or disposed off during 2024-25. The Committee met once during the year.

35. Green Initiatives:

As part of our green initiative, the soft copies of this Annual Report including the Notice of the 28^th AGM is being sent to all the members whose email addresses are registered with the Company / Depository Participant(s) in accordance with MCA and SEBI circulars.

The Company is providing e-voting facility to all its members to cast their votes electronically on all resolutions set forth in the Notice of the 28^ttl AGM dated May 22, 2025. The instructions for e-voting are mentioned in the notes annexed to the Notice of the 28^th AGM.

36. Acknowledgement:

Your Directors sincerely thanks the shareholders for their continued cooperation and support; the Banks/ Institutions and various other Authorities for their continued assistance and cooperation and the shareholders / employees of the Company for their unending support during 2024-25.