Dhunseri Ventures Ltd Management Discussions

Pursuant to Schedule V of the Listing Regulations, the Management Discussion and Analysis Report is given below:

Industry Structure and Developments

The Company is carrying on the business of treasury operations in shares and securities of other bodies corporate and commodity trading including trading of PET Resins.

The business strategy is largely dependent on the economic environment of the Country. The Management continues to review the business strategy from time to time depending on the changes in Government policies.

Opportunities and Threats

The management believes that Government of Indias efforts to improve economic growth in the Country by providing opportunities for startup and infrastructure development is giving hopes to entrepreneurs for exploring new opportunities. The Company is also looking to tap such opportunity at the right moment.

Segment wise performance

The Company operates under the segment Treasury Operations and Trading activities.

Outlook & Risk and Concern

The Management has to regularly monitor the changing market conditions and the trends. Further, any slowdown of the economic growth or volatility in the financial market could also adversely affect the Companys performance.

Internal Control System & their adequacy

The Company has instituted a system of checks and balances to ensure that all assets are safeguarded and adequately protected against the chances of occurrences of any loss or damage whether foreseen or unforeseen. Internal Control Systems in the Company continues to be reviewed through Internal Audit. The internal control system is commensurate with the size and nature of the organisation. The Company regularly carries out checks to ensure that the internal controls are working satisfactorily. The internal control systems are monitored and reviewed on a regular basis by the Senior Officials including Executive Chairman, Managing Director and Chief Financial Officer. A seamless system has been

put in place to ensure that any major discrepancies or lapse in controls are reported to the Audit Committee and Board of Directors of the Company and action is taken to control any breach.

Discussion on financial performance with respect to operational performance

This section is covered in the Boards Report under the section of financial results and performance.

Material developments in Human Resources / Industrial Relations front including number of people employed

The total employee strength as on March 31, 2026 stood at 18.

Medium-term and long-term strategy

BOPET Manufacturing Plant of your Companys 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 and export. DPFPL has started exporting its product successfully, in many parts of the world including its neighbouring countries. DPFPL focuses to continue to grow its exports in the future.

DPFPLs project in Jammu is progressing largely as per the plan, although there was some temporary disruption of activities due to geo-political situation, however, now the project activities have restarted. Management is targeting to start its operation of first line of BOPP production tentatively from August/September 2026, while second line is expected to start its operation from the first quarter of 2027.

It is a challenging business and it may take some time to witness a significant improvement in market conditions. However, its BOPP Film Line at Jammu has a substantial competitive advantage thereby positioning it favourably for long-term growth and profitability.

As a part of its expansion plan, DPFPL is setting up a Brown field BOPET New Line Project at Panagarh Industrial Park, West Bengal with installed capacity of 59,200 TPA adjacent to its existing 52,000 MTPA operational BOPET facility at the existing land.

The New BOPET line is expected to commence commercial production in April, 2028. The Advance to its machinery supplier Bruckner Maschinenbau GmbH has already been paid.

Significant changes in Key Financial Ratios

In accordance with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the significant changes are detailed below:

Key Financial Ratios	FY 2025-26	FY 2024-25	Variance (%)	Reason if change is 25% or more
Debtors Turnover Ratio	7.46	9.71	(23.17)	-
Current Ratio	8.82	10.86	(18.78)	-
Interest Coverage Ratio	9.46	20.46	(53.78)	EBIT decreased mainly due to weaker goods sales, lower contributions from investment- related income, and losses incurred on the sale of financial assets.
Operating Profit Margin (%)	0.11	0.27	(60.94)	Decline mainly due to lower contribution from investment-related income streams and negative returns on disposal of financial assets.
Net Profit Margin (%)	0.02	0.21	(90.07)	Decline caused by decrease in operating profit and one-time exceptional write-off of foreign subsidiary.

Note 1: All numbers are based on standalone financials.

Note 2: There was no change in the Debt Equity Ratio.

Note 3: In relation to Inventory Turnover Ratio:

Inventory turnover = Cost of Goods Sold (COGS) /Average Inventory

As there is neither opening nor closing inventory reported for the year, the average inventory cannot be determined. Consequently, the inventory turnover ratio cannot be calculated.

Further, the Key Analytical ratios and their definitions are given in Note 40 of the Standalone Financial Statements.

Change in Return on Net Worth

The Return on Net worth for the FY 2025-26 is 0.30% and for FY 2024-25 is 3.22% resulting in reduction in the Return on Net Worth by 90.81% primarily due to lower overall income, fair value losses on financial assets and the write-off of an investment amounting to Rs.2,625.83 lakhs in the Companys subsidiary, Twelve Cupcakes Pte. Ltd., Singapore, pursuant to its liquidation process.

Cautionary Statement

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations include a downtrend in the industry- global or domestic or both, significant changes in political and economic environment in India, applicable statues, litigations etc.

Corporate Governance Report

In accordance with Regulation 34(3) read with Part C of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations):

1. Companys philosophy on Corporate Governance

Dhunseri Ventures Limited (DVL or the Company) believes that strong corporate governance is essential for creating sustainable value for its stakeholders and maintaining investor confidence. The Company recognizes that an effective governance framework promotes ethical business conduct, transparency in operations and accountability in decision-making.

Corporate Governance at DVL is built on the fundamental principles of integrity, fairness, transparency and responsibility. DVL believes that sound Corporate Governance is critical for enhancing and retaining investor trust and the Company always seeks to ensure that its performance goals are met with integrity. The Company works with the mission to attain global eminence through quality leadership and vision to raise the bar in line with the global practices and enhance stakeholder value. DVL complies with the Corporate Governance Code enshrined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The Company complies with the requirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46(2) of the Listing Regulations, as applicable, relating to corporate governance.

DVL remains committed to continuously strengthening its governance framework by adopting best practices, improving transparency and maintaining the highest standards of integrity and accountability in all its business activities.

2. Board of Directors

The Board of Directors (the Board) is the apex body of the Company, constituted by the Shareholders, for overseeing the Companys overall functions.

a) Composition and Category of Directors

The Board as on March 31, 2026 have a judicious mix of an Executive Chairman cum Managing Director, a Managing Director (Woman Director) and eight other Directors out of which five Directors are Non-Executive & Independent Directors including one Independent Woman Director and three Non-Executive & Non-Independent Directors.

The composition of the Board is in conformity with Sections 149 and 152 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. The composition of the Board is as follows: