We have pleasure in presenting the 28^ttl Annual Report together with the Financial Statements of the Company for the year ended
31^st March, 2025.

1. Financial Statements:

2. Dividend:

The Board has recommended a dividend of Re. 1.00 per
equity share of Rs. 10/- each i.e. 10% for the financial year
ended 31^st March, 2025 subject to approval of the members
at the ensuing 28^th Annual General Meeting (“AGM”). The
dividend on equity shares, if approved by the members would
involve a cash outflow of about Rs. 105.07 lakhs subject
to deduction of tax at source as per the provisions of the
Income Tax Act.

3. Transfer to reserves:

During 2024-25 no amount was transferred to General
Reserves.

4. Operations:

In respect of the Indian operations the total tea manufacturing
during 2024-25 was 11.73 mn kg in comparison to
13.09 mn kg in the previous year. The total sales were
12.41 mn kg in comparison to 13.72 mn kg in the previous
year. The average realization per kg of Tea was higher in
comparison to the previous year.

In respect of the off shore operations the total tea
manufacturing during the year was 9.16 mn kg in comparison
to 7.35 mn kg in the previous year. The total sales were
7.80 mn kg in comparison to 7.01 mn kg in the previous year.
The average realization per kg of Tea was lower in comparison
to the previous year.

The production of macadamia was 0.25 mn kg in comparison
to 0.32 Mn kg in the previous year and sales were 0.32 mn kg
in comparison to 0.25 mn kg in the previous year. The average
realization per kg of macadamia was lower in comparison to
the previous year.

5. Naga Dhunseri Group Limited (NDGL) was earlier
holding 9,23,626 shares (8.79%) in your Company. On

March 10, 2025 it had further acquired 48,09,595 shares
(45.77%) of your company from Dhunseri Investments
Limited. NDGL present holding is 57,33,221 shares (54.56%)
Thus, your Company is now a Subsidiary of NDGL.

6. Subsidiary Companies:

The Company's wholly owned subsidiaries outside India as on
March 31, 2025 are as under:

i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)

ii) Makandi Tea & Coffee Estates Ltd (MTCEL)

iii) Kawalazi Estate Company Ltd (KECL)

iv) A.M. Henderson & Sons Ltd. (AMHSL)

v) Chiwale Estate Management Services Ltd (CEMSL)

vi) Dhunseri Mauritius Pte Ltd (DMPL)

vii) Ntimabi Estate Ltd (NEL)

The entire share capital of the aforesaid subsidiaries i.e.,
AMHSL, CEMSL & NEL is held by MTCEL and that of MTCEL,
KECL and DMPL is held by DPTPL and the entire share
capital of DPTPL (Wholly Owned Subsidiary) is held by your
Company.

There are no material changes in the nature of the business of
the subsidiaries.

There are no Associate Companies within the meaning of
Section 2(6) of the Companies Act, 2013 (“Act”).

Pursuant to provisions of Section 129(3) of the Act, a
Statement in Form AOC-1 containing the salient features
of the Company's subsidiaries is attached to the financial
statements of the Company.

The financial statements, the consolidated financial statements
and the audited accounts of the subsidiaries, are available on
the Company's website www.dhunseritea.com

7. Tea Estates:

The Company presently owns Eleven (11) Tea Estates along
with their respective Tea Estate Factories all located in the
State of Assam.

In continuation of the program of rationalization of operations
and improving profitability, Dilli Tea Estate was disposed off
during 2024-25.

As the Tea Packaging Operations has been discontinued, the
Jaipur Tea Packaging Factory was closed during the year.

8. Listing:

The equity shares of the Company are listed on BSE Limited
and National Stock Exchange of India Limited.

9. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Act the Board of Directors
confirm:

(i) that in the preparation of the annual accounts, the
applicable accounting standards have been followed and
no material departures have been made from the same;

(ii) that they have selected such accounting policies and
applied them consistently and 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 financial year and of the profit and loss
of the Company for that period;

(iii) that they have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a 'going
concern' basis;

(v) that they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively;

(vi) that they have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

Based on the work performed by the internal auditor,
statutory auditor and secretarial auditor and the reviews
thereof undertaken from time to time by the management
and the audit committee including the remedial actions, if any,
initiated by the Company during the year under review, the
board opines that the Company's internal financial controls are
adequate and effective.

10. Directors & Key Managerial Personnel:

The appointment of Mrs Aaradhana Jhunjhunwala
(DIN: 00550481) as an Independent Director of the Company
for a second term of five (5) consecutive years w.e.f. November
14, 2024 was approved by the shareholders at the 27^ttl AGM
held on August 21, 2024.

The appointment of Mr. Siddhartha Rampuria (DIN: 00755458)
as an Independent Director of the Company for a term of five
(5) consecutive years w.e.f. May 27, 2024 was approved by
the shareholders at the 27th AGM held on August 21, 2024.

The Board at its meeting held on April 21, 2025, changed the
designation of Ms. Bharati Dhanuka (DIN: 02397650), from
Vice Chairman (Non-Executive Director) to Whole Time Director
(designated as "Executive Vice Chairman”) for a period of
2 (two) years with effect from April 1, 2025 till March 31,
2027. The Board at its meeting held on May 22, 2025, further
re-designated her from Whole Time Director (designated as
"Executive Vice Chairman”) to Managing Director (designated
as "Vice Chairman”) with effect from May 22, 2025 till March
31, 2027, subject to shareholders approval, liable to retire by
rotation.

Mr. Mayank Beriwala (DIN: 06684029) was appointed as an
Additional Director at the Board Meeting held on February 12,
2025 (in the category of Executive Director) of the Company
and subsequently his appointment as Whole Time Director
designated as Executive Director for a period of two years
w.e.f. February 12, 2025 was approved by the Members
through Postal Ballot on April 10, 2025.

Mr. Mrigank Dhanuka resigned from the Directorship of the
Company on February 12, 2025 and consequently ceased to
be Non-Executive Vice Chairman of the Company. He has since
been appointed as an Advisor to the Board.

Mr. Bharat Bajoria (DIN: 00109241), on completion of his
second term as an Independent Director of the Company
ceased to be a Director of the Company w.e.f. the close of
the business hour on September 7, 2024.

The provisions of sub-section (6) and (7) of Section 152 of
the Act in respect of retirement of directors by rotation is not
applicable to independent directors [Section 149 (13)].

The declaration pursuant to the provisions of Section 149 of
the Act have been received from all the Independent Directors
confirming that they meet the criteria of independence pursuant
to Section 149(6) of the Act and Rules framed thereunder.

In the opinion of the Board, there has been no changes in the
circumstances likely to affect the status of the independent
directors of the Company and the Board is satisfied of their
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder). The Independent Directors also hold valid
registration with the Data bank maintained by the Indian
Institute of Corporate Affairs pursuant to Section 150 of
the Act read with Rule 6(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.

Mr. Rajiv Kumar Sharma (DIN: 05197101), Non-Executive
Non-Independent Director retires by rotation at the ensuing
28^th AGM and being eligible offers himself for re-appointment.

Mr. Prakash Chandra Dhandhania ceased to be Chief Executive
Officer of the Company w.e.f the close of the business hour
on March 31, 2025 and in his place Mr. Pravir Murari was

appointed as Chief Executive Officer of the Company w.e.f.,
April 1, 2025.

11. Number of Meetings of the Board:

The Board met five times during the financial year 2024-25.
The details have been provided in the Corporate Governance
Report in terms of SEBI (LODR) Regulations which is annexed
to this Report.

12. Board evaluation:

The Annual Performance Evaluation of the Board as a whole,
the Committees and of the Individual Directors was undertaken
during the year on the basis of the criteria with regard to their
composition, structure, functioning, effectiveness of the Board
Meetings, the contribution and preparedness of the directors
to their respective committees of which they are Members and
to the Board.

The Annual Performance Evaluation in respect of the Directors
(Non- Executive/ Non-Independent), the Chairman of the Board
and various other Committees including the Board as a whole
was also undertaken during the year.

13. Policy on directors’ appointment and remuneration and
other details:

The Company's policy on directors' appointment and
remuneration and other matters provided in Section 178(3)
of the Act are disclosed in the Corporate Governance Report.

14. Corporate Governance Report:

The Corporate Governance Report along with the auditors'
certificate forms part of this report.

15. Management Discussion & Analysis Report:

The Management Discussion & Analysis Report is set out in
Annexure I of this Report.

16. Internal financial control systems and their adequacy:

The details regarding internal financial control and their
adequacy is included in the Management Discussion & Analysis
Report (Annexure I) forms part of this report.

17. Audit Committee:

The composition of Company's Audit Committee is included in
the Corporate Governance Report.

18. Auditors:

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and the
rules framed thereunder, M/s. S.R.Batliboi & Co. LLP, Chartered
Accountants, (Firm Registration No. 301003E/E300005)
were appointed as Statutory Auditors of the Company at the
27^ttl aGM held on August 21, 2024 for second term of five
years to hold office from the conclusion of 27^th AGM till the
conclusion of 32^nd AGM to be held in year 2029.

The Statutory Auditor's report for FY 2024-25 forms part of
this Annual Report.

The said report does not contain any qualification, reservation,
adverse remark or disclaimer. During the year under review,
the Auditors did not have any matter to report under Section
143(12) of the Act and hence no details thereof is required to
be disclosed under Section 134(3)(ca) of the Act.

Cost Auditors:

Pursuant to Section 148 of the Act read with the Companies
(Cost Records and Audit) Amendment Rules, 2014, the Board
of Directors of the Company appointed M/s. Mani & Co, Cost
Accountants, (Firm Registration No. 000004) as the Cost
Auditors of the Company for the year 2025-26; to conduct the
cost audit for the financial year ending 31^st March, 2026 at a
remuneration as mentioned in the Explanatory Statement and
Notice of the 28^th AGM of the Company.

The Company also maintains cost records pursuant to Section
148(1) of the Act.

Secretarial Auditors:

The Board at its meeting held on May 22, 2025, appointed
M/s. M.Shahnawaz & Associates, (Firm Registration No.
S2015WB331500), Practicing Company Secretaries, as the
Secretarial Auditor for a period of five (5) years (FY 2025-26
to 2029-2030) to hold office from the conclusion of 28^ttl AGM
till the conclusion of 33^rd AGM to be held in the year 2030,
subject to shareholders approval at the ensuing 28^th AGM.

The Secretarial Auditor's Report in Form MR-3 for
2024-25 forms part of this Report. The said report does not
contain any qualifications, reservations, adverse remark or
disclaimer.

19. Risk management:

Although Risk Management Committee is not mandatory for
the Company, the management constantly monitors all risks
and functions and systematically addresses them through
mitigating actions on a continuous basis. In addition, the Audit
Committee has oversight in the areas of financial risks and
controls.

The development and implementation of risk management
policy is covered in the Management Discussion and Analysis
Report, which forms part of this Report.

20. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments are
disclosed in the financial statements.

21. Transactions with Related Parties:

All contracts / arrangements / transactions entered into by
the Company during the financial year with related parties
were in the ordinary course of business and on an arm's
length basis. The Company did not enter into any contract
/ arrangement / transaction with related parties during
the year under review which are considered material in
accordance with the Company's policy on materiality of
related party transactions.

Your Directors draw the attention of the members to Note No. 41 to the financial statement which sets out related party disclosures.

22. Corporate Social Responsibility:

A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company
during 2024-25 are set out in Annexure II forms part of this report. The CSR policy is available on the Company's website :
www.dhunseritea.com.

No CSR contribution was necessary for 2024-25.

23. Annual Return:

The Annual Return(s) of the Company are available in the Company's website (https://dhunseritea.com/investor/gm/annual-return/)

24. Particulars of employees:

Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the relevant information is given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year:

* This information is for part of the year, hence not comparable.

The median remuneration of employees for financial year 2024-25 is Rs. 1.07 lacs.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer,

Company Secretary for the financial year_:

* This information is for part of the year, hence not comparable.

c. The percentage increase in the median remuneration of employees during 2024-25 is 3.62%.

d. The number of permanent employees as on 31.03.2025 on the rolls of Company is 12412.

e. Average percentile decrease in the salaries of
employees other than the managerial personnel
during 2024-25 was 1.46% and in the case of
managerial remuneration the increase was 16.97%.
The remuneration payable to Executive Director has
variable component which is dependent on the profit
of the Company whereas the remuneration of other
employees has fixed pay and depends on their individual
performance.

f. The Company affirms remuneration is as per the
remuneration policy of the Company.

g. The statement containing particulars of employees
pursuant to Section 197(12) of the Act read with Rule
5(2) 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 said report. In terms of Section 136 of the
Act, the said report is open for inspection and any member
interested in obtaining a copy of the same may write to the
Company at mail@dhunseritea.com.

25. Disclosure requirements:

i) The code of conduct for the Board of Directors and the
senior management of the Company is available on the
Company's website (https://dhunseritea.com/investor/
ccp/code-of-conduct/)

ii) Details of the familiarization programme of the independent
directors is available on the Company's website (https://
dhunseritea.com/wp-content/uploads/2025/04/
Familiariation-Program-for-Independent-Directors.pdf).

iii) Policy for determining material subsidiaries of the
Company is available on the Company's website (https://
dhunseritea.com/wp-content/uploads/2025/02/Policy-
for-determining-Material-Subsidiary.pdf).

iv) Policy on dealing with related party transactions is
available on the Company's website (https://dhunseritea.
com/wp-content/uploads/2025/02/Related-partv-
transaction-policv.pdf ).

v) The Company has a Whistle Blower Policy to provide
Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions
of this policy are in line with the provisions of Section
177(9) of the Act and SEBI (LODR) Regulations and the
said policy is available on the Company's website (https://
dhunseritea.com/wp-content/uploads/2015/03/vigil-
mechanism.pdf).

26. Deposits from public:

The Company has not accepted any deposits 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.

27. State of Company’s affairs:

The present state of the Company's affairs is progressive viz-
a-viz the industry and steps are being initiated to tide over the
present difficult phase of the Company which is expected to
overcome in near future. There is no change in the nature of
business of the Company and no significant or material orders
were passed by any regulator or court or tribunal impacting
the going concern status of the Company's future operations.

28. Reporting of frauds by Auditors:

During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor had to report to the Audit committee,
u/s 143(12) of the Act any instance of fraud committed
against the Company by its officers or employees.

29. Secretarial Standards:

The Company complies with all applicable secretarial
standards.

30. Material changes and commitments, if any, affecting
the financial position of the Company:

No material changes and/or commitments of the Company
have occurred between the end of the financial year and the
date of this report.

31. The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo is set out
in Annexure III forms part of this report.

32. Neither any application was made nor any proceedings were
initiated against the Company and / or is pending against it
during 2024-25 under Insolvency & Bankruptcy Code, 2016.

33. No valuation with regard to One Time Settlement with Banks
/ Financial Institutions was required to be carried out during
2024-25.

34. Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013:

The Company set up the Internal Complaints Committee (ICC)
pursuant to The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and duly
complied with the provisions relating thereto. There were
neither any outstanding complaints in the beginning / end of
the year nor any complaints were received and /or disposed
off during 2024-25. The Committee met once during the
year.

35. Green Initiatives:

As part of our green initiative, the soft copies of this Annual
Report including the Notice of the 28^th AGM is being sent to all
the members whose email addresses are registered with the
Company / Depository Participant(s) in accordance with MCA
and SEBI circulars.

The Company is providing e-voting facility to all its members
to cast their votes electronically on all resolutions set forth in

the Notice of the 28^ttl AGM dated May 22, 2025. The instructions for e-voting are mentioned in the notes annexed to the Notice of
the 28^th AGM.

36. Acknowledgement:

Your Directors sincerely thanks the shareholders for their continued cooperation and support; the Banks/ Institutions and various
other Authorities for their continued assistance and cooperation and the shareholders / employees of the Company for their unending
support during 2024-25.

For and on behalf of the Board of Directors of
Dhunseri Tea & Industries Limited

Kolkata, C.K.DHANUKA

May 22, 2025 Chairman