Dhunseri Ventures Ltd Directors Report

Your Directors are pleased to present the 110 th Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2026.

Financial Results

(Rs. in Lakhs)

Particulars	2025-2026	2024-2025
Turnover and other income	38,577.23	39,983.97
Profit before interest and depreciation	2,982.33	8,217.98
Interest	294.08	386.90
Profit before depreciation	2,688.25	7,831.08
Provision for depreciation	201.09	303.46
Profit before exceptional item and tax	2,487.16	7,527.61
Exceptional Item	2,625.83	-
Profit before tax	(138.67)	7,527.61
Provision for tax
- Current tax [Includes income tax reversal for earlier years amounting to Rs.39.38 Lakhs (31 st March 2025- Rs.17.02 Lakhs)]	1,588.16	2,693.37
- Deferred tax	(2,276.53)	(1,247.28)
Profit after tax	549.70	6,081.52
Profit/(Loss) for the year	549.70	6,081.52
Opening Balance of Retained Earnings (Surplus in Statement of Profit and Loss)	1,44,818.35	1,20,166.16
Profit/(Loss) for the year	549.70	6,081.52
Other Comprehensive Income	7.64	1.23
Total Comprehensive Income/ Loss for the Year	557.34	6,082.75
Transfer within equity- Gain on sale of equity shares designated as FVOCI-transfer to retained earnings (net of tax)	3,378.49	20,320.68
Dividends paid	(2,977.10)	(1,751.24)
Closing Balance in Retained Earnings	1,45,777.08	1,44,818.35

Operations

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.

Material changes and commitments affecting financial position of the Company

There are no material changes and commitments affecting financial position of your Company, which has occurred between end of the financial year of your Company i.e. March 31, 2026 and the date of this Report.

Dividend

During the financial year 2025-26, an interim dividend of Rs.3.50 per equity share of face value of Rs.10 each was declared by the Board of Directors.

Your Directors have further recommended a dividend @ Rs.1.50/- (Previous Year @ Rs.5.00/-) per equity share of Rs.10/- each for the year ended March 31, 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

Transfer to Reserves

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.

Directors and Key Managerial Personnel (KMP)

During the FY 2025-26, there was no change in the composition of the Board of Directors (Board) or the Key Managerial Personnel (KMP) of the Company.

However, pursuant to the approval of the shareholders obtained through postal ballot on April 10, 2025, Mrs. Bharati Dhanuka (B. Dhanuka) (DIN: 02397650), who had been appointed as an Additional Director of the Company on February 07, 2025, was designated as a Non-Executive & Non-Independent Director of the Company with effect from April 10, 2025.

Further, Mr. R.K.Sharma (DIN: 05197101) was re-appointed as a Director (designated as Non-Executive and Non-Independent Director) in the 109 th Annual General Meeting of the Company, liable to retire by rotation.

Mrs. Anuradha Kanoria (A.Kanoria) (DIN: 00081172) and Mr. Raj Vardhan Kejriwal (R.V.Kejriwal) (DIN: 00449842) were appointed as the Independent Directors by the Members at the 104 th AGM of the Company held on September 24, 2020, for a term of five consecutive years and their tenure was due to cease at the 109 th AGM of the Company. Accordingly, being eligible for re-appointment and based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 20, 2025 recommended their re-appointment as the Independent Directors of the Company for a second term of five consecutive years, not liable to retire by rotation, which was subsequently approved by the Members at the 109 th AGM of the Company held on August 08, 2025 to hold office from the date of the said 109 th AGM till the conclusion of the 114 th AGM of the Company.

Mr. Bharat Jhaver (B.Jhaver) (DIN: 00379111) retires by rotation and being eligible, offers himself for re-appointment.

Further, the Board at its meeting held on May 26, 2026, approved the proposal for the re-appointment of Mrs. A.Dhanuka (DIN: 00005677) as the Managing Director of the Company for a period of five years commencing from February 01, 2027 and ending on January 31, 2032, with remuneration payable for a period of three years up to January 31, 2030, subject to the approval of the Members at the ensuing 110 th Annual General Meeting (AGM).

The Board also approved the proposal for the re-appointment of Mr. S.Sah (DIN: 01844078) as an Independent Director of the Company for a second term of five consecutive years with effect from the date of the ensuing 110 th AGM up to the conclusion of the 115 th AGM of the Company, subject to the approval of the Members.

Declaration from Independent Directors on an Annual Basis

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (the Act) and Regulation 25(8) of Securities and Exchange Board 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 Listing Regulations.

The Independent Directors have also declared that they have registered their name with the data bank maintained by the Indian Institute of Corporate Affairs as required under the provisions of Section 150 of the Act read with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are Independent of the management.

Policy on Directors Appointment and Remuneration

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

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of your Company.

Directors Responsibility Statement pursuant to Section 134(5) of the Companies Act, 2013

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts, the applicable accounting standards aligned with IND AS had been followed along with proper explanation relating to 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 had prepared the annual accounts on a going concern basis;

(e) That the Directors had laid down Internal Financial Controls 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.

Holding Company, Subsidiaries and Joint Ventures/ Associates:

I. Holding Company:

Dhunseri Investments Ltd. continues to be the Holding Company of your Company and is holding 65.23% of the equity share capital of the Company as on March 31, 2026.

II. Subsidiary Companies:

A. Dhunseri Infrastructure Ltd. (DIL), Wholly-Owned Subsidiary (WOS)

Dhunseri Infrastructure Ltd. (DIL) continues to be the Wholly-Owned Subsidiary (WOS) of the Company.

The Group had undertaken the development of an IT Complex on leasehold land admeasuring 3.03 acres located within a Special Economic Zone (SEZ). However, owing to adverse conditions and other external factors, the progress of the project has remained constrained.

As at March 31, 2026, the Group has incurred an aggregate expenditure of Rs.4,623.38 Lakhs (March 31, 2025: Rs.4,623.38 Lakhs) towards construction and development of the project, which continues to be carried under Capital Work-in-Progress.

Further, pursuant to the Notification dated December 17, 2019 issued by the Ministry of Commerce and Industry, Government of India, all SEZs were reclassified as MultiSector Special Economic Zones. Consequent thereto, the proposed IT Park project has been renamed as Dhunseri Commercial Park.

In view of the evolving business environment, the Group is actively evaluating various alternatives for optimal utilization of the developed space, including the possibility of obtaining de-notification of the area under the applicable SEZ regulations for a broader range of commercial and other permissible purposes.

B. Dhunseri Poly Films Pvt. Ltd. (DPFPL), Wholly- Owned Subsidiary (WOS)

BOPET Manufacturing Plant of your Companys Wholly- Owned Subsidiary (WOS), 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.

C. Twelve Cupcakes Pte. Ltd. (TCPL) - Creditors Voluntary Winding Up (Ongoing)

Your Company held 81.83% of the share capital of Twelve Cupcakes Pte. Ltd., Singapore.

Considering its financial position and limited contribution to the consolidated performance of the Company, Twelve Cupcakes Pte. Ltd. initiated a Creditors Voluntary Winding Up under the provisions of the Insolvency, Restructuring and Dissolution Act, 2018 of Singapore. In this regard, pursuant to Regulations 24(5) and 24(6) of the Listing Regulations, the Board of Directors at its meeting held on October 29, 2025 approved the proposed liquidation, including the sale, transfer or disposal of the Companys shareholding and/or assets of the said entity, which may result in cessation of control over the entity, subject to the approval of the shareholders.

The Company had obtained the approval of the Members by way of a special resolution through postal ballot on November 29, 2025, and the results of the e-voting were declared on December 01, 2025, confirming that the said resolution was duly passed with the requisite majority.

During the year, the liquidation process continued under the supervision of the appointed liquidators.

III. Joint Ventures/Associates:

A. IVL Dhunseri Petrochem Industries Pvt. Ltd.

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.

B. IVL Dhunseri Polyester Company S.A.E.

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.

Information about the Financial Performance/Financial Position of the Subsidiaries, Associates or Joint Ventures

A separate statement containing the salient features of Financial Statements of all the Subsidiaries/Associates/Joint Ventures of your Company forms a part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Shareholders desirous of obtaining the report and accounts of your Companys subsidiaries may obtain the same upon request. It is also available on the website of your Company . Members may send an advance request at the e-mail id-investors@aspetindia. com for an electronic inspection of the aforesaid documents.

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 Companys Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/Outgo

There are no particulars in regard to the conservation of energy, technology absorption as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Foreign exchange outflow in the FY 2025-26 is Rs.200.86 lakhs. Further, inflow in foreign exchange in the FY 2025-26 is Rs.6,300.58 lakhs.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on the Companys website at .

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) Committee comprises Mr. C.K.Dhanuka as the Chairperson, Prof. A.K.Dutta and Mrs. A.Kanoria as Members.

The CSR Policy of your Company is available on the Companys website at FINAL-CSR-Policy.pdf.

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

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

Details Relating to Remuneration to Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 (the Act) 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 remuneration drawn and the particulars of employees as 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 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 .

The financial statements of Dhunseri Poly Films Pvt. Ltd., material subsidiary, is available on the website of the Company.

Auditors and Auditors Report

Statutory Auditors

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 106 th Annual General Meeting till the conclusion of 111 th Annual General Meeting as approved by the Members of the Company at the 106 th Annual General Meeting.

No frauds are reported by the auditors under Section 143(12) of the Companies Act, 2013 in Auditors Report.

The Auditors Report for the FY 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditors and Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the applicable Rules made thereunder and Regulation 24A of the Listing Regulations, your Board at its meeting held on May 20, 2025, based on the recommendation of Audit Committee, approved and recommended the appointment of M/s. Mamta Binani & Associates, Practicing Company 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 109 th AGM till the conclusion of the 114 th AGM (i.e., for the period commencing from April 1, 2025 to March 31, 2030), subject to the approval of the Members, which was duly obtained at the 109 th AGM.

The Secretarial Audit Report issued by Mamta Binani & Associates, Practicing Company Secretaries for the FY ended March 31, 2026 is attached as an Annexure-C to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Records and Cost Auditors

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

Dividend Distribution Policy

The Board of Directors of your Company has adopted the Dividend Distribution Policy as required by Regulation 43A of the Listing Regulations and is available at our website .

Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the Listing Regulations, read with Regulation 3 thereof, the requirement of Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1000 listed entities based on market capitalisation. As your Company has not been within the top 1000 listed entities for three consecutive financial years, i.e., March 31, 2023, March 31, 2024 and March 31, 2025 and continues to remain outside the said threshold based on average market capitalisation as on December 31, 2025, the provisions relating to BRSR have ceased to apply to the Company from the financial year 2025-26.

Adequacy of Internal Financial Controls with reference to Financial Statements

Your Company has in place adequate internal financial controls as required u/s 134(5)(e) of the Companies Act, 2013. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy 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.

Particulars of Loans, Guarantees and Investments

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.

Risk Management

Risk Management Committee of your Company comprises Mr. R.K.Sharma as the Chairperson, Prof. A.K.Dutta and Mr. B.Bajoria as Members.

Your Company has established a Risk Management Policy as approved by the Board, including identification therein of 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.

Pursuant to Regulation 3 read with Regulation 21(5) of the Listing Regulations, the requirement of constitution of a Risk Management Committee is applicable to the top 1000 listed entities based on market capitalisation. As the Company has not been within the top 1000 listed entities for three consecutive financial years and continues to remain outside the prescribed threshold, the said provisions are not applicable to the Company for the financial year 2025-26.

However, your Company has voluntarily continued the Risk Management Committee and convened its meetings during the year as a matter of good corporate governance practice.

Related Party Transactions

All the contracts/arrangements/transactions entered by your Company during the financial year with related parties were in the ordinary course of business and on an arms length basis, details of which are provided in the notes to Accounts.

None of the transactions with any of the related parties was in conflict with the Companys interest. Further, omnibus approval is obtained on an yearly basis for transactions which are repetitive in nature.

Particulars of Material Contracts/arrangements/transactions at arms length basis as on March 31, 2026 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 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 Committee and the Board of Directors were taken wherever required in accordance with the Policy.

Annual evaluation of the performance of the Board, its Committees and Individual Directors

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 February 20, 2026.

The Independent Directors well appreciated the functioning of 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 were detailed discussion at the meetings on various agenda items. The Board is a well-diversified team consisting of persons having expertise in the fields of Corporate & Strategic Advisory, Finance, 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 to have its executed overall supervision at all these key areas. All the Directors participate effectively without any restraint to express their views.

The Board of Directors at its meeting held on May 26, 2026 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 on the evaluation criteria as well as the performance evaluation of the Board Committees was also conducted at the same meeting.

The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition 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 as a whole is functioning as a cohesive body, which is well engaged with different perspectives and is believed that it is the collective effectiveness of the Board that impacts Companys performance. The Board Members from different backgrounds bring about different complementarities that help Board discussions to be rich and value adding. It was also noted that the Committees are functioning well and besides the Committees terms of reference as mandated by law, important issues are brought up and discussed in the Committee Meetings.

Corporate Governance and Management Discussion and Analysis Report

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

Certificate from the Secretarial Auditors of your Company confirming the compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.

The details of Board Meetings and the meetings of the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee held during the FY 2025-26 along with Nomination and Remuneration policy and Vigil Mechanism/Whistle Blower Policy are covered in the Corporate Governance Report forming part of this Annual Report.

Environment, Health and Safety

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

Prevention of Sexual Harassment at Workplace

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.

Your Company has also registered itself on the Government of Indias SHe-Box (Sexual Harassment electronic Box) portal, which is an online platform that enables women employees to lodge complaints of sexual harassment at the workplace and facilitates their redressal in a time-bound manner.

There were neither any outstanding complaints in the beginning / end of the year nor any complaints were received and /or disposed of during FY 2025-26. The Committee met once during the Financial Year.

Compliance with Maternity Benefit Act, 1961/ Code on Social Security, 2020

As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, your Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961/ Code on Social Security, 2020.

Credit Rating by Infomerics Valuation and Rating Ltd.

Your Directors inform that Infomerics Valuation and Rating Ltd. (Formerly Infomerics Valuation & Rating Pvt. Ltd.) has reaffirmed the credit rating of IVR A1+ (lVR A One Plus) to Short Term Bank facilities of the Company and the said rating continues to remain valid.

Compliance with Secretarial Standards

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

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

(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 Employees Stock Option Scheme.

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 orders were 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 one-time settlement with any Bank or Financial Institutions.

Employees

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 play a pivotal role in the growth of your Company.

Acknowledgement

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.

	For and on behalf of
	The Board of Directors
Place: Kolkata	C.K.Dhanuka
Date: May 26, 2026	Executive Chairman