Dhunseri Ventures Ltd

Dear Members

Your Directors are pleased to present the 109th Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2025.

(H in Lakhs)

The income of your Company during the year under review comprised of mainly income/revenue from trading activities, investments, royalty and dividend from Joint Ventures.

There are no material changes and commitment affecting financial position of your Company, which has occurred between end of the financial year of your Company i.e. March 31, 2025 and the date of this Report.

Your Directors have recommended a dividend @ H5.00/- (Previous

Year @ H5.00/-) per equity share of H10/- each for the year ended March 31, 2025 subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

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.

During the FY 2024-25, Mr. Mrigank Dhanuka (M.Dhanuka) (DIN:00005666), the Vice-Chairman of the Company was redesignated from Non-Executive of the Company for a period of two years w.ers . himself for re- May01,2024 based on the approval of the Board at its meeting held on May 24, 2024, and of the shareholders at the 108th AGM of the Company. Later, vide a letter dated February 07, 2025, Mr. M.Dhanuka has resigned from the post of Vice-Chairman in the capacity of Whole-Time Director of the Company with immediate effect due to his personal reason. Further, he has been appointed as an Advisor to the Board of the Company at the Board Meeting held on February 07, 2025.

Mrs. Bharati Dhanuka (B.Dhanuka) (DIN:02397650), was appointed as an Additional Director of the Company in the capacity of Non-Executive Director at the Board Meeting held February 07, 2025, subject to the approval of the shareholders. The Company had obtained the said approval of the shareholders by passing resolution through and accordingly, she was designated as a Non-Executive & Non Independent Director of the Company w.e.f. April 10, 2025.

Mr. Rajiv Kumar Sharma (R.K.Sharma) (DIN:05197101) was re-designated as the Non-Executive Director of the Company the conditions specified in the w.e.f. April 01, 2024, based on the approval of the Board at its meeting held on November 07, 2023 and his employment transferred to WOS of the Company, Dhunseri Poly Films Pvt. Ltd., in view of his full time involvement in the WOS to manage tly. efficien itsbusinessaffairs

Mr. Joginder Pal Kundra (J.P.Kundra) (DIN:00004228) and Dr. Basudeb Sen (B.Sen) (DIN:00056861), ceased to be the Independent Directors of the Company due to the completion of theirtenureoftwoconsecutive terms of five years each at the 108th AGM held on August 20, 2024.

Further, Prof. Ashoke Kumar Dutta (A.K.Dutta) (DIN:00045170) and Mr. Bharat Bajoria (B.Bajoria) (DIN:00109241), were appointed as the Additional Directors in the capacity of Independent Directors at the Board Meeting held on May 24, 2024. The Board had considered their integrity, expertise experience for their appointment. Subsequently, they were appointed as the Independent Directors of the Company by at the 108 passingspecial resolution th AGM held on August 20, 2024 for a period of five years w.e.f. August 20, 2024.

DirectortoWhole-TimeDirector Mr. R.K.Sharma (DIN:05197101) retires by rotation and being appointment. eligible

Pursuant to the provisions of Section 149 of the Companies Act, 2013 ('the Act') and Regulation 25(8) of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("the Listing Regulations"), the Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. on

The Independent Directors have also declared that they have registered their name with the data bank maintained by the Indian Institute ballot on April 10, 2025 of Section 150 of the Act read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They fulfill

Act as well as the Rules made thereunder and are Independent of the management.

The policy of your Company on Directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, Independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available at our website at https://aspetindia.com/ wp-content/uploads/2014/10/TERMS-AND-CONDITIONS-OF-APPOINTMENT-OF-INDEPENDENT-DIRECTOR1.pdf

We affirm that the remuneration terms laid out in the Nomination and Remuneration Company.

Pursuant to the requirement under Section Companies Act, 2013, with respect to Directors' Responsibility confirmed: Statement,itishereby

(a) That in the preparationof the annual accounts, the applicable accounting been followed along with proper explanation relatingto to be the material departures, if any;

(b) That the Directors had selected such accounting policies aligned as per IND AS and applied them consistently, 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 FY and of the profit and loss of the Company for that period;

(c) That the Directors had 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) That the Directors prepared the annual accounts on a going concern basis;

(e) That the Directors, had laid down Internal FinancialControls for the Company and that such Internal Financial Controls are adequate and were operating effectively; and

(f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Dhunseri Investments Ltd. continues to be the Holding Company of your Company. During the year under review, Dhunseri Investments Ltd and Naga Dhunseri Group Limited (NDGL), the Promoter Group Companies had entered into a inter-se Share Purchase/Share Sale to the Directors is as per the Agreement respectively, pursuant to which 30,78,759 Policy of your shares (consisting of 8.79% of the total paid up share capital of the Company) held by NDGL was bought by Dhunseri Investments Ltd., resulting in an increase in the holding from 56.44% to 65.23% of the equity share capital of the Company as on March 31, 2025. There has been no change in 134(5) of the shareholding of the Promoter and Promoter Group due to the said inter-se transfer.

A. Dhunseri Infrastructure Ltd. (DIL), Wholly-Owned Subsidiary (WOS) standards aligned with IND AS had Dhunseri Infrastructure Ltd. (DIL) continues WOS of the Company. The Company is considering various options towards are being taken for the de-notification of the Your Board feels that once the area is de-notified, there s for utilisingthe land. Your opportunitie wouldbeample Board will take a decision as soon as the aforesaid changes are made and finalise in the best interest of your Company.

BOPET Manufacturing Plant of your Company's Wholly-Owned Subsidiary, Dhunseri Poly Films Pvt. Ltd. (DPFPL) at Panagarh, West Bengal is operating successfully catering to the demand of the product in India with special focus on Eastern India. DPFPL has started exporting successfully, in many parts of the world including its neighbouring countries. DPFPL focuses to continue to grow its exports in the future.

DPFPL's project in Jammu is progressing as per the plan, although there was some temporary disruption of activities due to geo-political situation, project activities have restarted. Management is targeting to start its operation of first line of BOPP production tentatively from the quarter of April-June 2026, while second line is expected to start its operation from the first quarter of FY 2027.

Your Company now holds 81.83% of the equity share capital in Twelve Cupcakes Pte. Ltd. as on March 31, 2025.

During the Financial Year, Twelve Cupcakes Pte. Ltd (TCPL), material unlisted subsidiary of the Company based in Singapore on September 04, 2024 and as informed in the Audit and Board Meeting of your Company held on May 24, 2023, converted the Debentures held by Mr. C.K.Dhanuka and Mr. M.Dhanuka, @ SGD 100 each in the said subsidiary Company into the Equity Shares of the said subsidiary Company @SGD 1 each, as per the terms and conditions of the issued Debentures. Consequently, the percentage of shareholding of your Company in TCPL has been reduced by 6.86% i.e from 88.68% to 81.83%.

D. DVL USA INC., Wholly-Owned Subsidiary (Ceased as a subsidiary w.e.f October 08, 2025) om. Members DVL USA INC. incorporated in United States (U.S) for exploration and expansion of the Cupcake Business in the U.S. Market, has ceased to be subsidiary of your Company.

During the year, the Company entered into a Share Purchase Agreement for the sale of 4,66,000 shares (80.83% of the equity share capital) held by the Company in DVL USA INC. to Dhunseri Overseas Private Limited (DOPL), a Group Company at a total consideration of USD 4,660,000 (INR equivalent to approximately H39.74 Crores) and retained the remaining 1,10,500 shares (19.17% of the equity share capital) of DVL USA INC., as approved by the Audit Committee and the Board of Directors at their respective

Further, after the execution agreement, there has been an additional infusion of funds by DOPL in DVL USA INC. due to which the holding percentage of the Company in DVL USA INC. has been reduced from 19.17% to 16.33 %.

Your Company continues to hold 50% of the equity share capital in IVL Dhunseri Petrochem Industries Pvt. Ltd. and the balance 50% stake is held by Indorama group.

Your Company continues to hold 50% stake in IVL Dhunseri Polyester Company S.A.E and the balance 50% stake is held by Indorama group.

A separate statement containing the salient features of Financial Statements of all Subsidiaries, Associates or Joint Ventures of your Company forms a part of Consolidated Financial Statements in compliance with Section if any, of the Companies Act, 2013. Shareholders desirous of obtaining the report and accounts of your Company's subsidiaries may obtain the same upon request. It is also available on the websiteofyourCompanywww.aspetindia. send an advance request at the e-mail id-investors@aspetindia. com for an electronic inspection of the

As required under the Companies Act, 2013 and the Listing Regulations, the Audited Consolidated Financial Statements of your Company are also attached and forms part of your Company's Annual Report.

There are no particulars technology absorption as prescribed under Section134(3)(m) of meetings held on October 08, 2024. the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. of aforementioned

The Foreign exchange outflow in the FY 2024-25 isH926.86 lakhs. Further, inflow in foreign exchange in the FY 2024-25 is H4,818.39 lakhs.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025 is available on the Company's website at http://aspetindia.com/ stock-exchange-disclosure/annual-return/.

Corporate Social ResponsibilityCommittee was reconstituted on

August 12 , 2024 with Mr. C.K.Dhanuka, as the Chairperson, Prof. A.K.Dutta and Mrs. A.Kanoria as the members.

The Corporate Social Responsibility Policy of your Company is available on the Company's website at https://aspetindia.com/ wp-content/uploads/2024/06/FINAL-CSR-Policy.pdf .

Your Company carries out CSR activities Dhunseri Foundation (DDF) or any other implementing agency as the CSR Committee and the Board decides.

The Annual Report on CSR activities Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as "Annexure-A" to this Report.

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-B" to this Report.

The statement containing names of top ten employees in terms of as remuneration drawn and the required under Section 197(12) of the Act read with Rule 5(2) and 5(3) 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 aforesaid ee and Board of Directors at itsCommitt Annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at investors@aspetindia.com.

The financial statements of Dhunseri Poly Films Pvt. Ltd. and Twelve Cupcakes Pte Ltd., material subsidiaries, areavailableon (i.e., for the the website of the Company.

M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as the Auditors of the Company for a second term of five consecutive years from the conclusion of 106th Annual General Meeting till the conclusion of 111th Annual General Meetingas approved by the Members of the Company at the 106th Annual General Meeting. No frauds are reported by auditorsunderSection143 (12) of the Companies Act, 2013 in Auditor's Report.

The Auditors' Report for the FY 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors' Report is enclosed with the financialstatements in through Dhanuka this Annual Report.

Secretarial Auditors and Secretarial Audit in accordance with the Pursuant to the provisions of Section2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Mamta Binani & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor of your Company for the FY 2024-25. The Secretarial Audit Report issued by Mamta Binani & Associates, PracticingCompany Secretaries for the FY ended March 31, 2025 is attached as an "Annexure-C" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or Moreover,pursuanttotheprovisionsofSection204 and other applicable provisions of the Companies Act, 2013, if any, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A and other applicable provisions of the Listing Regulations, the Audit held on May 20, 2025 has recommended the appointment of M/s Mamta Binani & Associates, PracticingCompany Secretaries (firm registration no. P2016WB060900), as the Secretarial Auditor of the Company for a term of five consecutive years commencing from the conclusion of the 109th Annual General Meeting till the conclusion of the 114 commencing th AnnualGeneral Meeting from April 01, 2025 till March 31, 2030).

Cost Records and Cost Auditors ation therein of c The provisions of Cost Audit and Records as prescribed under Section 148 of the Companies Act, 2013, is not applicable to your Company.

The Board of Directors of your Company has adopted the DividendDistribution Policy as required by Regulation 43A of the Listing Regulations and is available at our website wp-content/uploads/2022/06/Dividend-Distribution-Policy-1.pdf.

Your Company has prepared the Business Responsibility and with any of Sustainability Report (BRSR) describing the initiatives taken by the Board from an Environmental, Social, Governance and Sustainability perspective.

The said BRSR is forming part of the Annual Report and is attached as an "Annexure-E" to this Report and is also uploaded on the website of the Company at https://aspetindia.com/investors/report-review/

Your Company has in place adequate internal financial controls as required u/s 134(5)(e) of the Companies Act, 2013. YourCompany has adopted policies and procedures for ensuring the orderly and adherence to Company's policies, the safeguarding of its assets, the prevention and detection and completeness of the accounting records and the timely preparation of reliable financial disclosures. During the year, such controls were tested with reference to Financial Statements and no material weakness in the design or operation was observed.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in note no. 7 of the Standalone Financial Statements.

Your Company has reconstituted the Risk Management Committee at its Board comprising of Mr.R.K.Sharma,Chairperson,Prof.A.K.Dutta and Mr. B. Bajoria, as the members. of Corporate & Strategic Advisory,

Your Company has established a Risk Management Policy as identifi approved by the Board, including elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The major mechanisms of risk management are the Monitoring of Statutory, Legal, Investment Compliances and the Internal Audit.

All the contracts/arrangements/transactions entered by your .com/ Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis, details of which are provided in the notes to Accounts. the relatedpartieswas in Noneofthetransactions conflict with the Company's interest. Further, omnibus approval is obtained on an yearly basis for transactionswhich are repetitive in nature.

Particular of Material Contracts/arrangements/transactions at arm's length basis as on March 31, 2025 with Related parties during the year pursuant to the provisions of Section134 (3)(h) of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure D" 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 conduct of its business, Committee and the Board of Directors were taken wherever required in accordance of fraudsanderrors,theaccuracy with the Policy.

The Independent Directors of your Company had reviewed the performance of Non-Independent Directors and the Board as a whole along with the performance of the Chairman of your Company at its meeting held on March 20, 2025.

The Independent Directors wellappreciatedthefunctioningof the Board of Directors as well as the Committees of the Board. They were also highly satisfied with the leadership role played by the Chairman. The Board of Directors works as a team and there are detailed discussions at the meetings on various agenda items.meeting held on August 12, 2024, The Board is a well-diversified Finance,expertisein the fields

Law as well as professionals and industrialist. The Board through its Committees i.e, Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee is in a position All the Directors express their views.

The Board of Directors at its meeting held on May 20, 2025 had evaluated the performance of the Independent Directors based on a list of evaluation criteria for performance evaluation. The effectiveness of the Board was discussed and evaluated based the evaluation criteria as well as the performance evaluation of the BoardCommittees was also conducted at the same meeting.

The evaluation process focused on various aspects of the and functioning of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The guidance note issued by SEBI on Board Evaluation was duly considered while conducting the evaluation exercise. Separate exercise was carried out to evaluate the performance of Individual Directors on parameters such as qualifications, experience, availability and attendance, constructive contribution, knowledge and competency etc.

As an outcome of the above exercise, it was noted that the Board engaged asa whole is with different perspectives and is believed that it is the collective effectiveness of the Board that impacts Company's performance.

The Board Members from different backgrounds bring about different complementarities that rich and value adding. It was also noted that the Committees are thefunctioning as mandated by law, important issues are brought up and discussed in the Committee Meetings.

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) and Schedule V the Listing Regulations.A report on Corporate Governance and Management Discussion and Analysis Report is included as a part of this Report. items during the year under review:

Certificate confirming the compliance with the conditionsof Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.

The details of Board Meetings,details of Audit Committee,

Stakeholders Relationship Nomination Remuneration Committee and Risk Committee Management held during the FY 2024-25, Nomination and Remuneration policy and Vigil Mechanism/Whistle Blower Policy are covered in the Corporate Governance Report.

Environment, Health and Safety are of great importance to your Company. Your Company continuously strives to ensure environment sustainablepractices and provides a safe and healthy workplace for its employees.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, your Company has an Internal Complaints Committee to address complaints pertaining to sexual harassment in the workplace. There were neither any outstanding complaints in the beginning / end of the year nor any complaints were received and /or disposed off during FY 2024-25. The Committee met once during the Financial Year.

. Credit Rating by Infomerics Valuation and Rating Pvt. Ltd. helpBoarddiscussions tobe A Credit rating of IVR A1+ (lVR A One Plus) to Short Term Bank facilities and Rating Pvt. Ltd. and this rating continues to remain valid.

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

General of

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactionsin regard to the under-mentioned

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of sweat equity shares to employees of the Company/ Issue of EmployeesStockOptionScheme.

The Company has not accepted any deposit 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.

There is no change in the nature of business of your Company and no significant material order was passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

During the year under review, there were no proceedings that were filed by your Company or against your Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

During the year under review, there were no instances of onetime settlement with any Bank or Financial Institutions.

Your Company believes that ‘Employees' are the most valuable assets of any organization. Your Directors wish to place on record their deep sense of appreciation for the co-operation, dedication and committed services by all the employees of your Company who plays a pivotal role in the growth of your Company.

The Directors wish to place on record their sincere appreciation for the whole-hearted support received from the banks, shareholders and all other associated with your Company. The

Board of Directors also thank the employees of your Company for their valuable service and support during the year.