We have pleasure in presenting the 29^th Annual Report together with the Financial Statements of the Company for the year ended 31^st March, 2026.

1. Financial Statements: (Rs. in Lakhs)

2. Dividend:

The Board has recommended a dividend of Rs. 2 per equity share of Rs. 10/- each i.e. 20% for the financial year ended 31^st March, 2026 subject to approval of the members at the ensuing 29^th Annual General Meeting (“AGM”). The dividend on equity shares, if approved by the members would involve a cash outflow of about Rs. 210.15 lakhs subject to deduction of tax at source as per the provisions of the Income Tax Act.

3. Transfer to reserves:

During 2025-26 no amount was transferred to General Reserves.

4. Operations:

In respect of the Indian operations the total tea manufacturing during 2025-26 was 12.20 mn kg in comparison to 11.73 mn kg in the previous year. The total sales were 12.13 mn kg in comparison to 12.41 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 8.00 mn kg in comparison to 9.16 mn kg in the previous year. The total sales were 9.37 mn kg in comparison to 7.80 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 0.32 mn kg in comparison to 0.25 mn kg in the previous year and sales were 0.32 mn kg in comparison to 0.32 mn kg in the previous year. The average realization per kg of macadamia was higher in comparison to the previous year.

Multi crop has been taken up by the Company on Duamara Tea Estate on a total area of 14.61 hectares out of which Turmeric has been planted across 13 hectares and in the balance 1.61 hectares trial plots of Ginger, Cocoa, Areca Nut and Assam Lemon has been put out. Production of Turmeric and Ginger is expected during the winter season of Financial Year 2026-27.

5. Holding Company:

Naga Dhunseri Group Limited (NDGL) continues to be the Holding Company and is holding 54.56% of the equity shares of your Company as on March 31, 2026.

6. Subsidiary Companies:

The Company’s wholly owned subsidiaries outside India as on March 31, 2026 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) Ntimabi Estate Ltd (NEL)

Dhunseri Mauritius Pte Ltd (DMPL) has been struck-off with effect from December 9, 2025 as the Company had no business operations since its incorporation.

The entire share capital of the aforesaid subsidiaries i.e., AMHSL, CEMSL & NEL is held by MTCEL and that of MTCEL and KECL 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 Nine (9) 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, Deohall Tea Estate & Balijan (North) Tea Estate were disposed off during 2025-26.

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:

Re-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 and further re-designation 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 was approved by the Share holder at the 28th AGM held on 8th August, 2025.

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.

Ms. Bharati Dhanuka (DIN: 02397650), Vice Chairman & Managing Director retires by rotation at the ensuing 29^th AGM and being eligible offers herself for re-appointment.

Mr. R. Mahadevan ceased to be the Company Secretary & Compliance Officer of the Company w.e.f June 30, 2025 and in his place Ms. Urmi Bhotika (M. No. A50625) was appointed as the Company Secretary & Compliance Officer of the Company w.e.f., July 1, 2025.

11. Number of Meetings of the Board:

The Board met six times during the financial year 2025-26. The details have been provided in the Corporate Governance Report in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“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^th 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 2025-26 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:

Pursuant to the provisions of Section 204 of the Act, read with the rules framed thereunder and Regulation 24A of SEBI (LODR) Regulations [including any statutory modification (s), enactment(s) or re-enactment(s) thereof for the time being in force], M/s. M.Shahnawaz & Associates, Practicing Company Secretaries, (Firm Registration No. S2015WB331500) was appointed as the Secretarial Auditor of the Company at the 28^th AGM held on August 08, 2025 for term of five consecutive years to hold office from the conclusion of 28^th AGM till the conclusion of 33^rd AGM to be held in year 2030.

The Secretarial Auditor’s Report in Form MR-3 for 2025-26 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

c. The percentage increase in the median remuneration of employees during 2025-26 is 10.38%.

d. The number of permanent employees as on 31.03.2026 on the rolls of Company is 9158.

e. Average percentile decrease in the salaries of employees other than the managerial personnel during 2025-26 was 7.75% and in the case of managerial remuneration the decrease was 7.94%. 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

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 2025-26 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 2025-26.

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

The Company has 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. The Committee met once during the year. The number of complaints received and resolved during the year 2025-26 is provided hereunder:

its members to cast their votes electronically on all resolutions set forth in the Notice of the 29^th AGM dated May 25, 2026. The instructions for e-voting are mentioned in the notes annexed to the Notice of the 29^th AGM.

37. 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 2025-26.