Annual Report for the FY 2025-2026

CIN: L15491WB1997PLC082808 Ref. No. DIL/108/2026/ 24.07.2026 BSE Limited National Stock Exchange of India Limited (Scrip Code: 533336) (Symbol: DHUNINV) Floor 25, P. J. Towers Exchange Plaza Dalal Street Plot No: C/1, G Block Mumbai – 400001 Bandra – Kurla Complex, Bandra (E) Mumbai – 400 051 Sub: Annual Report for the Financial Year ended 31st March, 2026 Dear Sir/ Ma’am, Pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed the Annual Report of the Company for the Financial Year ended 31st March, 2026 along with the Notice of the 29th Annual General Meeting of the Company to be held on Thursday, 20th August, 2026 at 11:30 A.M. (IST) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”). The same has also been uploaded on the website of the Company at www.dhunseriinvestments.com. This is for your information and record. Thanking you. Yours faithfully, For Dhunseri Investments Limited Payal Kumari Shaw Company Secretary & Compliance Officer ACS: 79246 Encl as above Ph.: +91 33 2280 1950 (Five Lines) Fax: +91 33 2287 8995 Email: mail@dhunseriinvestments.com, Website: www.dhunseriinvestments.com DHUNSERI INVESTMENTS LIMITED Annual Report 2 0 2 5 - 2 0 2 6 DHUNSERI INVESTMENTS LIMITED CIN: L15491WB1997PLC082808 CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Chandra Kumar Dhanuka, Chairman Mrs. Aruna Dhanuka, Managing Director & CEO Mrs. Bharati Dhanuka, Non- Executive Director Mr. Ramesh Kumar Chandak, Independent Director Mr. Raj Vardhan Kejriwal, Independent Director Mr. Rajeev Rungta, Independent Director Mrs. Rusha Mitra, Independent Director ADVISOR TO THE BOARD Mr. Mrigank Dhanuka (w.e.f. 12/02/25) BANKERS State Bank of India HDFC Bank CHIEF FINANCIAL OFFICER Mr. Bhagwati Agarwal SUBSIDIARY COMPANY M/s. Dhunseri Ventures Limited (CIN: L15492WB1916PLC002697) COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Payal Kumari Shaw ASSOCIATE COMPANY M/s. Dhunseri Overseas Private Limited (CIN: U74999WB2016PTC217771) STATUTORY AUDITORS M/s. U. S. Agarwal & Associates Chartered Accountants REGISTERED OFFICE “Dhunseri House” 4A, Woodburn Park, Kolkata-700020 INTERNAL AUDITORS Phone: (033) 2280-1950 (5 Lines) M/s. Damle Dhandhania & Co. E-mail: mail@dhunseriinvestments.com Chartered Accountants Website: www.dhunseriinvestments.com REGISTRARS & SHARE TRANSFER AGENTS SECRETARIAL AUDITORS M/s. Maheshwari Datamatics Pvt. Ltd. M/s. M Shahnawaz & Associates CIN: U20221WB1982PTC034886 Practicing Company Secretaries 23, R. N. Mukherjee Road, 5th Floor, Kolkata -700001 Phone: (033) 2243-5029, (033) 2248-2248, Fax: 91-33-2248 4787, E-mail: mdpldc@yahoo.com 29TH ANNUAL GENERAL MEETING Thursday, 20th August, 2026 at 11:30 A.M. DHUNSERI INVESTMENTS LIMITED TABLE OF CONTENTS Notice 3 Board’s Report 17 Report on Corporate Governance 24 Secretarial Audit Report 42 Annual Report on CSR Activities 45 Standalone Independent Auditors’ Report 55 Standalone Balance Sheet 64 Statement of Standalone Profit and Loss 65 Standalone Cash Flow Statement 67 Notes on Standalone Financial Statements 68 Consolidated Independent Auditors’ Report 112 Consolidated Balance Sheet 120 Consolidated Statement of Profit & Loss 121 Consolidated Cash Flow Statement 125 Notes on Consolidated Financial Statements 127 Form AOC-1 177 Annual Report 2025-26 NOTICE NOTICE is hereby given that the 29th Annual General Meeting (AGM) of the Members of DHUNSERI INVESTMENTS LIMITED will be held on Thursday, 20th August, 2026, at 11:30 A.M. through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) to transact the following businesses:- ORDINARY BUSINESS: 1. Adoption of the Financial Statements. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year 2025-26 together with the Reports of the Board of Directors and Auditors thereon. 2. Declaration of Dividend. To declare Dividend on the Equity Shares of the Company @ of `3/- per Equity Share for the Financial Year ended 31st March, 2026. 3. Appointment of Director. To appoint a Director in place of Mr. Chandra Kumar Dhanuka (DIN: 00005684), who retires by rotation and being eligible offers himself for re-appointment. SPECIAL BUSINESS: 4. Re-Appointment of Mrs. Aruna Dhanuka (DIN: 00005677) as Managing Director and Chief Executive Officer of the Company. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the Company be and is hereby accorded for the re-appointment of Mrs. Aruna Dhanuka (DIN: 00005677) as Managing Director and Chief Executive Officer (CEO) of the Company for a period of five years with effect from 27th May, 2026 as per the terms and conditions contained in the agreement dated 21st June, 2021 and remuneration as set out in the Addendum to the agreement dated 1st January 2024 entered into between Mrs. Aruna Dhanuka and the Company with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment as it may deem fit and as may be agreed between Mrs. Aruna Dhanuka and the Company, subject to the same not exceeding the limits specified under Section 197 read with Schedule V to the Companies Act, 2013 or any statutory modification(s) re-enactment thereof and that Mrs. Aruna Dhanuka shall not be liable to retire by rotation.” 5. Appointment of Mrs. Rusha Mitra (DIN: 08402204) as an Independent Director. Appointment of Mrs. Rusha Mitra (DIN: 08402204) as an Independent Director and in this regard to consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules framed thereunder, read with Schedule IV to the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Rusha Mitra (DIN: 08402204), who was appointed as an Additional Director of the Company in category of Non-Executive Independent Director of the Company by the Board of Directors w.e.f. 27th May, 2026 in terms of Section 161 of the Companies Act, 2013 and who holds office till the conclusion of this Annual General Meeting and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company for a period of five (5) consecutive years commencing from 27th May, 2026 as recommended by Nomination and Remuneration Committee and approved by the Board at their respective meeting held on 27th May, 2026, not liable to retire by rotation. RESOLVED FURTHER THAT that the Board and Company Secretary and Compliance Officer be and are hereby severally authorised to do all such acts, deeds, matters and things as in its absolute discretion it may consider necessary, expedient and desirable to give effect to this resolution.” By Order of the Board For Dhunseri Investments Limited Sd/- Payal Kumari Shaw Place: Kolkata Company Secretary & Compliance Officer Date: 27th May, 2026 ACS: 79246 DHUNSERI INVESTMENTS LIMITED NOTES: 1. Pursuant to the latest General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time t [Showing first 8,000 characters — download PDF for full document]