Dhunseri Investments Ltd

Your Directors are pleased to present the 28^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2025.

1. Financial Results:

2. Operations:

The Company's principal business is dealing in Shares & Securities. The income of the Company during the year under review mainly comprised of Dividend Income, Profit on Sale of Shares and Securities. During the year under review, the Company's Standalone Net Profit recorded at 1149.03 Lakhs as compared to 3,264.86 Lakhs during the previous year.

3. Dividend:

The Directors are pleased to recommend a dividend of 3.00/- per equity share of 10/- each i.e. @ 30% for the Financial Year ended 31^st March, 2025, subject to approval of the Shareholders at the ensuing Annual General Meeting to be held on 14^th August, 2025. The total outgo on account of dividend for 2024-25 is 182.92 Lakhs subject to deduction of tax at source as per the provisions of the Income Tax Act, 1961.

4. Transfer to Statutory Reserve Fund:

A sum of 1834 Lakhs was transferred to NBFC Reserve Fund for the Financial Year 2024-25 as required under section 45-IC of the Reserve Bank of India Act, 1934.

5. Transfer to General Reserve:

During the year under review, your Company has not transferred any amount to the General Reserve and entire amount of profit for the year forms part of the Retained Earnings.

6. Shar e Capital:

There was no change in the paid-up share capital of the Company during the year under review. The Authorized Share Capital of the Company is 10,90,54,480/- divided into 1,09,05,448 Equity Shares of face value of 10/- each. The Issued, Subscribed and Paid-up Share Capital of your Company as on 31st March, 2025 is 6,09,71,780/- divided into 60,97,178 Equity Shares of face value of 10/- each.

7. Subsidiary and Associate Companies:

Pursuant to the provisions of Section 2(87) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Dhunseri Ventures Ltd (DVL) is the material subsidiary of the Company.

M/s Dhunseri Poly Films Private Limited and M/s Dhunseri Infrastructure Limited are the wholly owned subsidiaries of DVL. DVL also holds 81.83% of the equity share capital in Twelve Cupcakes Pte. Ltd.

Pursuant to the Provisions of Section 2(6) of the Companies Act, 2013, the Company has one Associate Company as on 31^st March, 2025 i.e. M/s Dhunseri Overseas Pvt. Ltd.

Pursuant to the provisions of Section 129(3) of the Act, a statement in Form AOC-1 containing the salient features of the Financial Statements of the Company's Associate and Subsidiaries is attached to the Financial Statements of the Company.

Pursuant to provisions of Section 136 of the Companies Act, 2013 the Financial Statements (Standalone & Consolidated) of the Subsidiaries Companies are available on the website of the Company.

8. Non-Banking Financial Companies (NBFC) Public Deposits Directions:

With reference to Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India, the Board of Directors of the Company has confirmed by passing a Resolution by Circulation that the Company has neither invited nor accepted any Deposits from the Public during the Financial Year 2024-25. The Company does not intend to invite or accept any Public Deposits during the Financial Year 2025-26.

9. Directors' Responsibility Statement:

Based on the framework of Internal Controls and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the Audit Committee of the Board, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during the Financial Year 2024-25.

Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the of Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

b. 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;

c. 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;

d. That they have prepared the annual accounts on a going concern basis;

e. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Mr. Mrigank Dhanuka (DIN: 00005666) has resigned from the post of Non-Executive Non-Independent Director at the Board Meeting held on 12^th February, 2025 and has been appointed as an Advisor to the Board with effect from 12^th February, 2025.

Mr. Amit Gupta (DIN: 00171973), on completion of his second term as a Non-Executive Independent Director of the Company ceased to be a Director of the Company w.e.f. from the close of the business hour on 10^th August, 2024.

Mr. Rajeev Rungta (DIN: 00122221) was appointed as a Non-Executive Independent Director of the Company for a term of five consecutive years w.e.f., 28^th May, 2024, as approved by the Members at their 27^th AGM held on 22^nd August, 2024.

There were no other changes in the Board of Directors of the Company during the Financial Year 2024-25 except as mentioned above. Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Bharati Dhanuka (DIN: 02397650), Non-Executive Non- Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment as a Director of the Company. The proposal for her re-appointment is included in the Notice of AGM which forms a part of this Annual Report.

Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 of the Companies Act, 2013, relating to retirement of Directors by rotation shall not be applicable to the Independent Directors.

In the opinion of the Board, the independent directors on the Board of the Company are persons with integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online pro_ciency self-assessment conducted by the prescribed institute.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013, and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 that they are independent of the Management.

As per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have registered themselves in the databank of Independent Directorship as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 of the Companies Act, 2013.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. 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 F.Y. 2024-25.

There were no changes in KMPs during the year under review.

The Board met four times during the Financial Year 2024-25. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is annexed to this Report as "Annexure A."

The Independent Directors at their separate meeting held on 7^th January, 2025, in absence of the Non-Independent Directors and Management, considered/ evaluated the performance of the Board as a whole, performance of the Chairman and other Non-Independent Directors. The evaluation process considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

On the basis of parameters formulated by the Nomination and Remuneration Committee of the Board, a self-assessment questionnaire forms were sent for evaluation of the Board, the Committees, Directors and the Chairman.

The Board at its Meeting held on 12^th February, 2025, evaluated the performance of the Board, the Committees and each of the Director including Independent Directors excluding the Directors being evaluated. The Board also reviewed the performance of the Chairman. The Board was unanimous that the performance of the Board as a whole, its Committees and the Chairman was satisfactory.

The Company's Policy on Directors' appointment and remuneration and other matters as required under Section 178(3) of the Companies Act, 2013, is placed on the website of the Company and other related details has been disclosed in the Corporate Governance Report, which forms part of this report as "Annexure A".

The Board has constituted various Committees in accordance with the requirement of Companies Act, 2013, SEBI (Listing Obligations & Disclosures Requirements) 2015 and other applicable laws. The Company has the following Committees: A) Audit Committee B) Nomination and Remuneration Committee C) Stakeholders' Relationship Committee D) Share Transfer Committee E) Corporate Social Responsibility Committee F) Internal Complaint Committee G) Risk Management Committee.

Details of all the above Committees along with the Composition and Meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report as "Annexure A".

Pursuant to provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s U. S. Agarwal & Associates, Chartered Accountants (FRN: 314213E) were re- appointed as the Statutory Auditor of the Company for a further period of 5 years to hold office from conclusion of the 25^th Annual General Meeting of the Company (AGM) held on 30^th August, 2022 till the conclusion of 30^th AGM of the Company.

The Statutory Auditors' Report is self-explanatory and does not contain any qualifications, reservations or adverse remarks or disclaimer and have been annexed to the Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M Shahnawaz & Associates, Company Secretaries (Firm Registration No. S2015WB331500) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the FY 2024-25.

Secretarial Audit Report (Form MR-3) is annexed as "Annexure-B" to this Report.

There is no qualification, reservation or adverse remark made by Secretarial Auditor in his report.

The Company being a Non-Banking Financial Company is primarily engaged in the business of making investments in Shares and Securities. The Management constantly monitors the capital market risks and systematically addresses them through mitigating actions on a continuous basis. The Audit Committee has additional oversight in the area of Financial Risks and Internal Controls.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis which forms part of this Report.

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

All Contracts/ Arrangements/ Transactions entered by the Company during the Financial Year with Related Parties were in the ordinary course of business and on an arm's length basis. They were on similar terms as per the terms and conditions of the agreements entered into between the parties. None of the transactions with any of the related parties was in conflict with the Company's interest.

Particulars of Contracts or arrangements entered into with related parties during the year pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this Report.

Your Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and the Board of Directors were taken wherever required in accordance with the Policy. During the year, the Company has entered into material related party transaction carried out at arm's length basis with Naga Dhunseri Group Limited ("NDGL"). The Company has purchased 30,78,759 equity shares of Dhunseri Ventures Limited ("DVL") constituting 8.79% of the total issued and paid up capital of DVL from NDGL and sold 48,09,595 equity shares held by the Company in Dhunseri Tea and Industries Limited ("DTIL"), constituting 45.77% of the total issued and paid up capital of DTIL to NDGL for consolidating and increasing focus on the interest of the Company in DVL and appropriately reorganizing the major investment portfolio of the Company. The Company now holds 65.23% stake in DVL.

Furthermore, the Company had conducted Postal Ballot to seek shareholder's approval for the above mentioned transaction. The notice of which was dispatched on 10^th December, 2024.

Your Directors draw attention of the Members to Note 36 to the Financial Statements which sets out related party disclosures.

Under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is available on the website of the Company at: https://www.dhunseriinvestments.com/annual-return.html

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and CSR activities undertaken by the Company during the year are set out in "Annexure- C" of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the Company's website: www.dhunserinvestments.com.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure- D" to this Report.

Pursuant to Section 136(1) of the Companies Act, 2013, the Board's Report is being sent excluding the information on employees' particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on mail@dhunseriinvestments.com.

The Company is primarily engaged in the business of making investments in shares and securities. The Company is an NBFC in terms of the provisions of Section 451A of the RBI Act, 1934. The Management regularly monitors the changing market conditions and trends. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Company's business.

There are no such material changes and commitments which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future.

The particulars in respect of Conservation of Energy & Technology Absorption are not applicable to the Company as it is a Non-Banking Financial Company (NBFC), not dealing with any manufacturing activities.

During the year under review there were no foreign exchange earnings or outgo.

The Company has set up Internal Complaint Committee (ICC) under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, along with its relevant Rules. The Committee met once during the Financial Year 2024-25 on 8^th January, 2025. No complaints have been received by the Committee during the Financial Year 2024-25.

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The Company being a NBFC company, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

No valuation with regard to One Time Settlement with Banks/ Financial Institutions was required to be carried out during the year.

The Corporate Governance Report along with certificate from the Secretarial Auditor of your Company confirming the compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as "Annexure A".

The Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report as "Annexure E".

The details regarding Internal Financial Control and their adequacy is included in the Management Discussion & Analysis Report which forms part of the Annual Report as "Annexure E".

During the year under review, neither the statutory auditors nor the secretarial auditor had to report to the Audit committee, under Section 143(12) of the Act any instances of fraud committed against the Company by its officers or employees.

The Company is in compliance with the relevant provisions of the Secretarial Standard issued by The Institute of Company Secretaries of India and approved by the Central Government.

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all Listed Companies. All policies are available on the Company's website www.dhunseriinvestments.com.

As part of green initiative, the electronic copies of this Annual Report including the Notice of the 28^th AGM are sent to all members whose email addresses are registered with the Company/ Registrar/ Depository Participant(s). The requirement of sending physical copies of annual report was dispensed with vide SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 3, 2024 and MCA General Circular No. 09/2024 dated September 19, 2024 till 30^th September, 2025. In this respect the physical copies are not being sent to the shareholders. The copy of the same would be available on the website: http://dhunseriinvestments.com/. The initiatives were taken for asking the shareholders to register or update their email addresses.

The Company is providing e-voting facility to all its Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

The Board of Directors takes opportunity to express appreciation for the excellent assistance and cooperation received from the Banks and other authorities. The Board of Directors also thanks the employees of the Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the Shareholders of the Company. The Directors also wish to place on record their gratitude for the commitment displayed by all executives, officers and staff during the year.