Annual Report for the FY 2025-26

DHUNSERI VENTURES LIMITED 2025-26 ANNUAL REPORT 01 64 Board's Standalone Report Financials Independent Corporate Auditors' Report Governance on Consolidated Report Financial Statements Auditors' Certificate Consolidated on Corporate Financials Governance Independent 217 Auditors' Report Form AOC-1 on Standalone Financial Statements Board’s Report Dear Members, Your Directors are pleased to present the 110th Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2026. Financial Results (H 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 H39.38 Lakhs 1,588.16 2,693.37 (31st March 2025- H17.02 Lakhs)] - 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 3,378.49 20,320.68 retained earnings (net of tax) Dividends paid (2,977.10) (1,751.24) Closing Balance in Retained Earnings 1,45,777.08 1,44,818.35 Operations Material changes and commitments affecting financial position of the Company The income of your Company during the year under review comprised of mainly income/revenue from trading activities, There are no material changes and commitments affecting financial investments, royalty and dividend from Joint Ventures. 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. Annual Report 2025-26 | 01 Dividend to hold office from the date of the said 109th AGM till the conclusion of the 114th AGM of the Company. During the financial year 2025–26, an interim dividend of H3.50 per equity share of face value of H10 each was declared by the Mr. Bharat Jhaver (B.Jhaver) (DIN: 00379111) retires by rotation Board of Directors. and being eligible, offers himself for re-appointment. Your Directors have further recommended a dividend @ H1.50/- Further, the Board at its meeting held on May 26, 2026, approved (Previous Year @ H5.00/-) per equity share of H10/- each for the proposal for the re-appointment of Mrs. A.Dhanuka (DIN: the year ended March 31, 2026, subject to the approval of the 00005677) as the Managing Director of the Company for a period shareholders at the ensuing Annual General Meeting (AGM). of five years commencing from February 01, 2027 and ending on January 31, 2032, with remuneration payable for a period of Transfer to Reserves three years up to January 31, 2030, subject to the approval of the During the year under review, your Company has not transferred Members at the ensuing 110th Annual General Meeting (“AGM”). any amount to the General Reserve and entire amount of profit for The Board also approved the proposal for the re-appointment of Mr. the year forms part of the Retained Earnings. S.Sah (DIN: 01844078) as an Independent Director of the Company Directors and Key Managerial Personnel (KMP) for a second term of five consecutive years with effect from the date of the ensuing 110th AGM up to the conclusion of the 115th AGM of During the FY 2025-26, there was no change in the composition the Company, subject to the approval of the Members. of the Board of Directors (Board) or the Key Managerial Personnel (KMP) of the Company. Declaration from Independent Directors on an Annual Basis However, pursuant to the approval of the shareholders obtained Pursuant to the provisions of Section 149 of the Companies Act, 2013 through postal ballot on April 10, 2025, Mrs. Bharati Dhanuka ('the Act') and Regulation 25(8) of Securities and Exchange Board of (B. Dhanuka) (DIN: 02397650), who had been appointed as an India (Listing Obligations and Disclosure Requirements) Regulations, Additional Director of the Company on February 07, 2025, was 2015, (“the Listing Regulations”), the Independent Directors have designated as a Non-Executive & Non-Independent Director of the given declarations that they meet the criteria of independence as Company with effect from April 10, 2025. provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. Further, Mr. R.K.Sharma (DIN: 05197101) was re-appointed as a Director (designated as Non-Executive and Non-Independent The Independent Directors have also declared that they have Director) in the 109th Annual General Meeting of the Company, registered their name with the data bank maintained by the Indian liable to retire by rotation. Institute of Corporate Affairs as required under the provisions of Section 150 of the Act read with Rule 6(1) of the Companies Mrs. Anuradha Kanoria (A.Kanoria) (DIN: 00081172) and Mr. Raj (Appointment and Qualification of Directors) Rules, 2014. Vardhan Kejriwal (R.V.Kejriwal) (DIN: 00449842) were appointed as the Independent Directors by the Members at the 104th AGM of the In the opinion of the Board, the Independent Directors possess Company held on September 24, 2020, for a term of five consecutive the requisite expertise and experience and are persons of high years and their tenure was due to cease at the 109th AGM of the integrity and repute. They fulfill the conditions specified in the Act Company. Accordingly, being eligible for re-appointment and based as well as the Rules made thereunder and are Independent of the on the recommendation of the Nomination and Remuneration management. Committee, the Board at its meeting held on May 20, 2025 recommended their re-appointment as the Independent Directors Policy on Directors’ Appointment and Remuneration of the Company for a second term of five consecutive years, not The policy of your Company on Directors’ appointment liable to retire by rotation, which was subsequently approved by the and remuneration, including the criteria for determining Members at the 109th AGM of the Company held on August 08, 2025 02 | Dhunseri Ventures Limited qualifications, positive attributes, Independence of a Director Holding Company, Subsidiaries and Joint Ventures/ and other matters, as required under sub-section (3) of Section Associates: 178 of the Companies Act, 2013, is available at our website at I. Holding Company: https://aspetindia.com/public/uploads/board_committees/pdf/ Dhunseri Investments Ltd. continues to be the Holding Company TERMS-AND-CONDITIONS-OF-APPOINTMENT-OF-INDEPENDENT- of your Company and is holding 65.23% of the equity share DIRECTOR1.pdf capital of the Company as on March 31, 2026. We affirm that the remuneration paid to the Directors is as per II. Subsidiary Companies: the terms laid out in the Nomination and Remuneration Policy of your Company. A. Dhunseri Infrastructure Ltd. (DIL), Wholly-Owned Subsidiary (WOS) Directors’ Responsibility Statement pursuant to Section Dhunseri Infrastructure Ltd. (DIL) continues to be the 134(5) of the Companies Act, 2013 Wholly-Owned Subsidiary (WOS) of the Company. Pursuant to the requirement under Section 134(5) of the The Group had undertaken the development of an IT Companies Act, 2013, with respect to Directors’ Responsibility Complex on leasehold land admeasuring 3.03 acres Statement, it is hereby confirmed: located within a Special Economic Zone (SEZ). However, (a) That in the preparation of the annual accounts, the applicable owing to adverse conditions and other external factors, accounting standards a [Showing first 8,000 characters — download PDF for full document]