Shareholders meeting

NAGA DHUNSERI GROUP LIMITED CIN No. L01132WB1918PLC003029 REGISTERED OFFICE : DHUNSERI HOUSE 4A, WOODBURN PARK, KOLKATA - 700 020 PHONE : 2280 1950 (5 Lines) Fax : +91 33 2287 8995 28.07.2026 National Stock Exchange of India Limited Exchange Plaza, Plot No: C/1, G Block, Bandra - Kurla Complex, Bandra (E) Mumbai - 400 051 Symbol: NDGL Sub: Notice of the 108" Annual General Meeting (AGM) of the Company for the Financial Year 2025-26 Dear Sir / Ma’am, Pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed herewith Notice of the 108" Annual General Meeting of the Company to be held on Thursday, 20" August, 2026 at 3:00 P.M (IST) via Video Conference/Other Audio-Visual Means (‘VC’/‘OAVM’). The said Notice forms part of the Annual Report of the Company for Financial Year 2025-26 and is also available on the Company’s website www.nagadhunserigroup.com. This is for your information and record. Thanking You. Yours faithfully, For Naga Dhunseri Group Limited Saksh? Agaxwal . Sakshi Agarwal Company Secretary & Compliance Officer Encl: As above Email : mail@nagadhunserigroup.com ¢ Website : www.nagadhunserigroup.com NAGA DHUNSERI GROUP LIMITED NAGA DHUNSERI GROUP LIMITED CIN: L01132WB1918PLC003029 Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata-700020 Phone: 2280-1950(5 Lines) Website: www.nagadhunserigroup.com; E-mail: mail@nagadhunserigroup.com NOTICE NOTICE is hereby given that the 108th Annual General Meeting (AGM) of the Members of NAGA DHUNSERI GROUP LIMITED will be held on Thursday, 20th August 2026, at 3:00 P.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 ¥ 2.50 per Equity Share for the Financial Year ended 31st March, 2026. 3. Appointment of Director To appoint a Director in place of Mrs. Aruna Dhanuka (DIN:00005677), who retires by rotation, and being eligible, offers herself for re-appointment. By Order of the Board For Naga Dhunseri Group Limited Sd/- Place : Kolkata Sakshi Agarwal Date : 28th May, 2026 Company Secretary & Compliance Officer 2 NAGA DHUNSERI GROUP LIMITED NAGA DHUNSERI GROUP LIMITED NOTICE (Contd.) 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 to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM. Accordingly, in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC/ OAVM, without the physical presence of Members at a common venue. Hence, Members can attend and participate in the ensuing AGM on Thursday, 20th August, 2026 through VC/ OAVM. The deemed venue for the 108th AGM will be the Registered Office of the Company. Details as required in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards- 2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Director(s) seeking appointment/re-appointment at the Annual General Meeting (AGM), forms an integral part of the Notice. The Directors have furished the requisite declarations for their appointment/re-appointment. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since, the AGM is being conducted through VC/OAVM, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 113 of the Companies Act, 2013 and Rules framed thereunder, the Institutional/ Corporate members are entitled to appoint authorized representatives for the purpose of voting through remote e-Voting or for the purpose of participation and voting during the AGM. In this regard, the corporate members are requested to send a certified true copy of the board resolution together with attested specimen signature of the authorized representative to the Scrutinizer through email at dhanuka419@yahoo.co.in with a copy marked to evoting@nsdl.comand can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 14th August, 2026 to Thursday, 20th August, 2026 (both days inclusive). Subiject to provisions of Section 126 of the Companies Act, 2013, Dividend for the Financial Year ended 31st March, 2026, as recommended by the Board if approved at the AGM will be paid on or after Thursday, 27th August, 2026. a) To those Members whose names appear in the Register of Members of the Company as on 13th August, 2026 i.e. the cut-off date. b) In respect of Shares held in Electronic Form, to those “Deemed Members” whose names appear on the Statements of Beneficial Ownership furnished by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL), at the end of the business hours on 13th August, 2026. The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of holding the 108th AGM of the Company through VC/OAVM. Since the AGM will be held through VC/OAVM, the Route Map is not annexed with this Notice. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote electronically at the AGM. ANNUAL REPORT 3 NAGA DHUNSERI GROUP LIMITED NOTICE (Contd.) 9. Members holding shares in Electronic Form are hereby informed that Bank particulars registered against their respective Depository Participants, with whom they maintain their demat accounts, will be used by the Company for the payment of dividend. The Company or its Registrar cannot act on any request received directly from the Members holding shares in electronic form for any change of Bank particulars or Bank mandates. Such changes are to be intimated only through the respective Depository Participants. Members holding shares in demat form are requested to intimate any change in their address and/ or bank mandate immediately to their Depository Participants. Pursuant to the Income Tax Act, 2025 (T Act) as amended by the Finance Act, 2026, and the Rules framed thereunder, dividend income is taxable in the hands of the Members and the Company is required to deduct tax at source from such dividend at the prescribed rates. A communication providing information and detailed instructions with respect to tax on dividend for the Financial Year ended 31st March, 2026 is being sent separately by the Company to the Members. Members holding shares in Physical Form are requested to intimate any change of address and/ or bank mandate to the Company at [Showing first 8,000 characters — download PDF for full document]