We have audited the standalone financial statements of Dhunseri
Tea & Industries Limited ("the Company”), which comprise the
Balance Sheet as at March 31, 2025, the Statement of Profit and
Loss, including the statement of Other Comprehensive Income,
the Cash Flow Statement and the Statement of Changes in Equity
for the year then ended, and notes to the Standalone financial
statements, including a summary of material accounting policies
and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013, as amended ("the Act”) in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company

as at March 31, 2025, its loss including other comprehensive
income, its cash flows and the changes in equity for the year ended
on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the 'Auditor's Responsibilities
for the Audit of the Standalone Financial Statements' section of
our report. We are independent of the Company in accordance
with the 'Code of Ethics' issued by the Institute of Chartered
Accountants of India together with the ethical requirements that
are relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial
statements.

Other Information

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report, but does not include the standalone
financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

Responsibilities of Management for the standalone Financial
Statements

The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management's use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going
concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report
to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or
conditions may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures,
and whether the standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements for
the financial year ended March 31, 2025 and are therefore the key
audit matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020
("the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give
in the "Annexure 1” a statement on the matters specified in
paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report to the
extent applicable, that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books except that (a) the
backup of the certain books of account and other books
and papers maintained in electronic mode has not been
kept on servers physically located in India on daily basis
as explained in note 46(xi), and (b) for the matters stated
in the paragraph i(vi) below on reporting under Rule 11(g),
as more fully explained in note 46(x) to the standalone
Financial statements.

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in
Equity dealt with by this Report are in agreement with the

books of account ;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015,
as amended;

(e) On the basis of the written representations received from
the directors as on March 31, 2025 taken on record by
the Board of Directors, none of the directors is disqualified
as on March 31, 2025 from being appointed as a director
in terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of accounts
and other matters connected therewith are as stated
in the paragraph (b) above on reporting under Section
143(3)(b) and paragraph (i) vi below on reporting under
Rule 11(g).

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
and the operating effectiveness of such controls, refer to
our separate Report in "Annexure 2” to this report;

(h) In our opinion, the managerial remuneration for the
year ended March 31, 2025 has been paid / provided
by the Company to its directors in accordance with the
provisions of section 197 read with Schedule V to the
Act.

(i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best of our information
and according to the explanations given to us:

i. The Company has disclosed the impact of the
pending litigations on its financial position in its
standalone financial statement - Refer Note 35 to
the standalone financial statements;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company;

iv. a) The management has represented that, to the
best of its knowledge and belief, other than as
disclosed in the note 46(v) to the standalone
financial statements, no funds have been advanced
or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of
funds) by the Company to or in any other person or
entity, including foreign entities ("Intermediaries”),

with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or
on behalf of the Company ("Ultimate Beneficiaries”)
or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the
best of its knowledge and belief, no funds have
been received by the Company from any person
or entities, including foreign entities ("Funding
Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest
in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

c) Based on such audit procedures performed that
have been considered reasonable and appropriate
in the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain
any material misstatement.

v. As stated in note 37(b) to the standalone financial
statements, the Board of Directors of the Company
have proposed final dividend for the year which
is subject to the approval of the members at the
ensuing Annual General Meeting. The dividend
declared is in accordance with section 123 of

the Act to the extent it applies to declaration of
dividend.

vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software
except that, audit trail feature is not enabled for
direct changes to data when using certain access
rights, as described in note 46(x) to the standalone
financial statements. Further, during the course of
our audit we did not come across any instance of
audit trail feature being tampered with, in respect of
accounting software where the audit trail has been
enabled.

Additionally, the audit trail feature in the accounting
software was not enabled in the previous year and
hence the audit trail in respect of the year ended
March 31, 2024 has not been preserved by the
Company as per the statutory requirements for
record retention, as stated in Note 46(x) to the
standalone financial statements.

For S.R. Batliboi & Co LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Sanjay Kumar Agarwal

Partner

Place of Signature: Kolkata Membership Number: 060352
Date: May 22, 2025 UDIN: 25060352BMOBGC6629