Naga Dhunseri Group Ltd

(Rs in Lakhs)

The Directors are pleased to recommend a dividend @ of Rs 2.50 per equity share (25.00%) of Rs 10/- each for the Financial Year ended 31st March, 2025, subject to approval of the Shareholders at the ensuing Annual General Meeting to be held on 14th August, 2025. The total outflow on account of dividend for 2024-25 is Rs 25 Lakhs subject to deduction of tax at source as per the provisions of the Income Tax Act, 1961.

A sum of Rs 2,536.83 Lakhs was transferred to statutory reserve for the Financial Year 2024-25 as required under Section 45-IC of the Reserve Bank of India Act, 1934.

No amount was transferred to General Reserve for the Financial Year 2024-25.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2025 is Rs 1,00,00,000/- divided into 10,00,000 equity shares of face value of Rs 10/- each.

During the year under review, Company has purchased 48,09,59 equity shares of M/s. Dhunseri Tea & Industries Limited ("DTIL") from M/s. Dhunseri Investments Limited ("DIL"), representing approximately 45.77% of the issued and paid up share capital of DTIL. As a result, the Company currently hold 54.56% stake in DTIL, making it the Subsidiary of the Company.

DTIL's wholly owned subsidiaries outside India as on 31st March, 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 DTIL. Pursuant to Section 2(6) of the Companies Act, 2013, the Company has an Associate Company as on 31st March, 2025, i.e. M/s. Dhunseri Investments Limited ("DIL").

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement in Form AOC- 1, containing the salient features of the Financial Statements of the Company's Associate 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 Subsidiary Company are available on the website of the Company.

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.

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 Directors of your Company confirm:- (a) That in the preparation of the Annual Accounts, the applicable Accounting Standards had 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.

10. Directors & Key Managerial Personnel(KMP) a. Director:

Mr. Bhanwar Lal Chandak (DIN: 00057273) and Mr. Anil Bhutoria (DIN: 00705794) were appointed as Non-Executive Independent Director of the Company w.e.f 29th May, 2024 in the Annual General Meeting held on 23rd August, 2024. The second tenure of Independent Directorship of Mr. Indra Kishore Kejriwal, Mr. Rajeev Rungta & Mr. Gobind Ram Goenka were completed on 30th September, 2024.

Additionally, at the Board Meeting held on 1st October, 2024, Mr. Rajendra Kumar Gupta (DIN:00012336) was appointed as an Additional Director (in the category of Non-Executive Independent Director) of the Company w.e.f 1st October, 2024 subject to the approval of the shareholders of the Company. Subsequently, Mr. Rajendra Kumar Gupta's appointment as the Independent Director of the Company for a period of five years w.e.f 1st October, 2024 was approved by the shareholders through Postal Ballot on 7th November, 2024.

Mr. Mrigank Dhanuka (DIN: 00005666), Non-Executive Non-Independent Director has resigned from the Directorship and was appointed as an advisor to the Board at the Board Meeting held on 14th February, 2025 with immediate effect.

There were no 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, Mr. Chandra Kumar Dhanuka (DIN: 00005684), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment as a Director of the Company. The proposal for his 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 proficiency self-assessment test 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 Financial Year 2024-25. b. Key Managerial Personnel (KMP):

Mr. Hari Prasad Bhuwania, Chief Executive Officer whose term of appointment ended on 28th February 2025, was re-appointed as Chief Executive Officer of the Company from 1st March, 2025 till 28th February, 2026.

Ms. Nidhi Khaitan, Company Secretary and Compliance Officer has resigned from her post with effect from close of business hours on 8th April, 2025. At the Board Meeting held on 23rd May, 2025, Ms. Sakshi Agarwal was appointed as Company Secretary and Compliance Officer of the Company in place of Ms. Nidhi Khaitan with immediate effect.

Except for above there were no changes in KMPs during the year under review. 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is annexed to this Report as "Annexure A".

12. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 3rd February, 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.

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, Director and the Chairman.

The Board at its Meeting held on 14th February, 2025, evaluated the performance of the Board, the Committees and each of the Directors 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. 13. Policy on Directors' Appointment and Remuneration and other details

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".

14. Committees

The Board has constituted various Committees in accordance with the requirement of the Companies Act, 2013, SEBI

(Listing Obligation and Disclosure 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 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".

15. Auditors

Statutory Auditor

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 Dhandhania & Associates, Chartered Accountants (FRN: 316052E) were re-appointed as the Statutory Auditor of the Company for a further period of 5 (five) years to hold office from conclusion of the 104th Annual General Meeting (AGM) of the Company held on 30th August, 2022 till the conclusion of 109th 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.

Secretarial Auditor

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. Sushil Tiwari & Associates, Company Secretaries (Firm Registration No. S1996WB016900) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Secretarial Audit Report is annexed as "Annexure-B" to this Report. There are no qualifications, observations, adverse remark or disclaimer in the said report.

16. Risk Management

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.

17. Particulars of Loans, Guarantees and Investments

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.

18. Transactions with Related Parties

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 at an arm's length basis with Dhunseri Investments Limited ("DIL"). The Company has sold 30,78,759 equity shares of Dhunseri Ventures Limited ("DVL"), constituting 8.79% of the total issued and paid up capital of DVL to DIL and has acquired 48,09,595 equity shares of Dhunseri Tea & Industries Limited ("DTIL") representing approximately 45.77% of the issued and paid up share capital of DTIL from DIL. Currently, the Company holds 54.56% stake in DTIL, making DTIL a subsidiary of the Company. The Company entered into these transactions for consolidating and increasing focus on its interests in Dhunseri Tea and Industries Limited and as a part of reorganisation of its major investment portfolio.

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

Your Directors draw attention of the Members to Note 34 to the Financial Statements which sets out related party disclosures.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the Company's website of the at: https://www.nagadhunserigroup.com/investors.html.

20. Corporate Social Responsibility (CSR)

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.nagadhunserigroup.com. 21. Particulars of Employees and details relating to remuneration to Directors, Key Managerial Personnel and Employees

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.

Company and any member interested in inspecting the same may write to the Company Secretary in advance on mail@nagadhunserigroup.com.

22. State of Company's Affairs

The Company's is primarily engaged in the business of making Investments in Shares and Securities. The Company is a Non-Banking Financial Company in terms of the provisions of Section 45IA of the Reserve Bank of India 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.

23. Material Changes and Commitments, if any, affecting the Financial Position of the Company

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. 24. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future

No significant and material orders were passed by any Regulator or Court or Tribunals impacting the going concern status and affecting the Company's operations in future.

25. Particulars regarding Conservation of Energy and Technology Absorption

The particulars in respect of Conservation of Energy and Technology Absorption are not applicable to the Company. As being a Non-Banking Financial Company, it is not dealing with any manufacturing activities.

26. Foreign Exchange Earnings and outgo

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

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

The Company has set up Internal Complaint Committee (ICC) under the 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 8th January, 2025.

No complaints have been received by the Company during the Financial Year 2024-25. 28. Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016. 29. Maintenance of cost records and cost audit

The Company being a Non-Banking Financial 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.

30. Details of difference between amount of the valuation

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

31. Corporate Governance Report

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". 32. Management Discussion and Analysis Report

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".

33. Internal Financial Control Systems and their Adequacy

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".

34. Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor had reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

35. Secretarial Standards

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

36. Disclosure Requirements

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.nagadhunserigroup.com.

The key policies that have been adopted by the Company are as follows:

37. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 107th 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 30th September, 2025

In this respect the physical copies are not being sent to the shareholders. The copy of the Annual Report would be available on the website of the Company: www.nagadhunserigroup.com. The initiatives were taken for asking the shareholders to register or update their email addresses.

Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company will provide e-voting facility to all the Members to enable them to cast their votes electronically on all Resolutions set forth in the notice. The instructions for e-voting have been provided in the notice.

38. Acknowledgement

The Board of Directors take this opportunity to express their grateful 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 deep sense of appreciation for the commitment displayed by all executives, officers and staffs during the year.