We have audited the accompanying Standalone Ind AS Financial Statements of DHUNSERI INVESTMENTS LIMITED ("the Company”),
which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone Ind AS financial
statements, including a summary of the significant 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 Ind AS 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 31st
March 2026, its net 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 Ind AS 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 Ind AS 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 Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, we do not provide a separate opinion on these matters.
(A) Evaluation of Revenue Recognition
The Company's revenue comprises income from sale of goods and rendering services, including arrangements where performance
obligations are satisfied at a point in time as well as over a period of time. Revenue recognition was considered a key audit matter
due to the involvement of significant management judgment in identifying performance obligations and determining the timing of
revenue recognition. Further, estimation is involved in determining the transaction price, including variable consideration. Revenue is
also a key performance indicator of the Company, increasing the risk of material misstatement.
Audit Procedure
In view of the significance of the matter, we applied the following procedures in this area among others to obtain audit evidence;
a) obtaining an understanding of the revenue recognition process and evaluating the design, implementation and operating
effectiveness of relevant internal financial controls,
b) assessing the appropriateness of the Company's accounting policies in line with applicable Indian Accounting Standards,
c) testing revenue transactions on a sample basis by verifying underlying supporting documents such as contracts, invoices and
delivery evidence,
d) evaluating the appropriateness of contract classification, identification of performance obligations and determination of
transaction price, including variable consideration, for selected samples,
e) performing cut-off procedures for transactions recorded near the year-end to assess whether revenue has been recognised in
the correct accounting period, and
f) assessing the adequacy and appropriateness of disclosures relating to revenue recognition in the standalone financial statements.
(B) Assessment of impairment of Investments in Subsidiary and Associates
The investments in subsidiaries and associates are stated at cost less impairment allowance, the total investments of the company
in subsidiaries and associates as at March 31, 2026 is Rs. 30,372.94 Lac, which is 63% of the total investment of the company.
Investments are tested for impairment allowance wherever changes in circumstances or events indicate uncertainties over
recoverability of the carrying amounts of the investments.
Significant judgements and estimates are required to assess the fair value of such investments where impairment indicators exist.
We have determined this to be a key audit matter for the current year looking into judgement and degree of subjectivity involved in
the impairment assessment of investments in subsidiaries and associates.
Audit procedure
In view of the significance of the matter, we applied the following procedures in this area among others to obtain audit evidence;
a) checked the design, implementation and operating effectiveness of key controls in respect of Company's impairment testing of
investments in subsidiaries and associates,
b) evaluated Company's impairment assessments and assumptions associated with fair value measurement of such investments,
where potential indicators of impairment were identified,
c) evaluation of key assumptions and methodology used in computing the fair value of such investments, and
d) evaluated the adequacy of disclosures made in the standalone financial statements with respect to such investments.
Other information
The other information comprises the information included in the Annual report but does not include the standalone Ind AS financial
statements and our auditor's report thereon. The Company's Board of Directors is responsible for the other information.
Our opinion on the standalone Ind AS financial statements does not cover other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone Ind AS 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.
Management’s Responsibility for the 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 Ind AS 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 Ind
AS 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 Ind AS 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.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditors’ Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS financial statements.
As a 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 Ind AS 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Companies Act 2013, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system 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 standalone 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.
Materiality is the magnitude of misstatements in the Standalone Financial Statement that, individually or in aggregate, make it probable that the
economic decisions of a reasonably knowledgeable user of the Financial Statement may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the Standalone Financial Statement.
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 Ind AS financial statements for the financial year ended 31st March 2026 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 section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors
during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
2. 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 Companies Act,2013, we give in Annexure-A, a statement on the matters specified in paragraphs
3 and 4 of the said Order.
3. As required by section 143 (3) of the Act, we report that:
i. 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;
ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our
examination of those books.
iii. 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;
iv. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under
section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
v. On the basis of the written representations received from the directors of the Company as on 31st March, 2026 taken on record
by the Board of Directors of the Company none of the Directors are disqualified as on 31st March, 2026 from being appointed
as a Director of that company in terms of sub-section 2 of Section 164 of the Act.
vi. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in "Annexure B”; and
vii. 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, in our opinion and to the best of our information and according to the explanations given to us:
a. The Company does not have pending litigations as on balance sheet date which would impact its financial position.
b. The Company does not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses, and
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Company's Education and
Protection Fund by the Investor Company;
d. (i) The Management has represented that, to the best of it's knowledge and belief, other than as disclosed in the Note 48(J)
to the accounts, 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(s) or entity(ies), including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
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.
(ii) The Management has represented, that, to the best of it's knowledge and belief, other than as disclosed in the Note
48(K) to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall,
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.
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances,
nothing has come to my/our notice that has caused me/us to believe that the representations under sub-clause (i) and
(ii) of Rule 11(e) contain any material mis-statement.
e. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in
accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.
As stated in Note 41 to the 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.
f. Based on our examination which included test checks, the Company has used accounting software for maintaining its books
of accounts, which have 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.
Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the accounting
software, we did not come across any instance of the audit trail feature being tampered with and the audit trail has been
preserved by the company as per the statutory requirements for record retention.
4. As required under the applicable directions issued by the Reserve Bank of India for Non-Banking Financial Companies, we report that:
a) The Company is registered as a Non-Banking Financial Company under Section 45-IA of the Reserve Bank of India Act, 1934 and
has obtained a valid Certificate of Registration from the Reserve Bank of India.
b) The Company has complied with the applicable provisions of the Master Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023, as amended from time to time.
c) The Company has complied with the requirements of the Scale Based Regulation (SBR) framework for NBFCs, to the extent
applicable, including classification, regulatory compliance and governance requirements.
d) The Board of Directors has passed a resolution for non-acceptance of public deposits and the Company has not accepted any
public deposits during the year under audit.
e) Based on our examination of the books of account and records of the Company and according to the information and explanations
given to us, the Company has complied with the prudential norms relating to:
• income recognition,
• asset classification,
• provisioning for bad and doubtful debts, and
• concentration of credit / investments, as applicable to it under the aforesaid RBI Directions.
f) The Company has complied with applicable capital adequacy requirements, to the extent applicable, as prescribed under
the aforesaid RBI Directions.
g) The company has complied with the prudential norms relating to income recognition, accounting standards, assets
classification and provisioning for bad and doubtful debts as applicable to it in terms of Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (As amended up to May 25, 2015).
MRIDULA AGARWAL, FCA, PARTNER
(Membership No. 306592)
For and on behalf of
U.S. AGARWAL & ASSOCIATES
Place: Kolkata Chartered Accountants
Date: The 27th day of May, 2026 Firm Registration No.314213E
UDIN:26306592OHICRE4338
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