10 Provisions and contingences

The Company recognises a provision when there is present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. The amount recognised as a
provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.

In cases where the available information indicates that the loss on the contingency is reasonable possible but the amount of
loss cannot be reasonably estimated, a disclosure is made in the financial statements.

Provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. If it is no longer
probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will
be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control
of the Company or a present obligation that may arise from past events but probably will not require an outflow of
resources to settle the obligation.

When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resource is remote,
no provision or disclosure is made. Contingent assets are neither recognised nor disclosed in the financial statements.

11 Leases

The Company as lessor

Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset
are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms.
Contingent rents are recognised as revenue in the period in which they are earned.

The company as lessee

The Company has adopted Ind-AS 116 -Leases

At the inception of the contract, the Company assesses whether a contract contains a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. For the purpose of identifying if a contract contains a lease, the Company assesses whether:

i) the contract involves the use of an identified asset

ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease, and

iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee, except in case of low value leases and short term leases (a
term of less than twelve months) wherein the lease payments are recognized as an operating expense on a straight-line
basis over the term of the lease.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease
payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental
borrowing rates.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU
assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. Lease liabilities
are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if
whether it will exercise an extension or a termination option. The right-of-use assets are initially recognized at cost. Cost
includes the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement
date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less
accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the useful life of the
underlying asset or the lease term whichever is shorter. Right of use assets are tested for impairment whenever events or
changes in circumstances indicate that their carrying amounts may not be recoverable. Lease liability and ROU asset have
been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

12 Taxes on Income

i) Current Tax

Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax
Act, 1961 in respect of taxable income for the year and any adjustment to the tax payable or receivable in respect of
previous years.

ii) Deferred Tax

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purpose.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

Where the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit and
loss.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits
and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused tax credits and
unused tax losses can be utilised, except:

Where the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit and loss.

The carrying amount of deferred tax asset is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively
enacted at the reporting date.

Deferred tax relating to items recognised outside Profit & Loss is recognised outside Profit & Loss (either in other
comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction
either in OCI or other equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same tax
authority.

13 Earnings per share

The Company reports basic and diluted earnings per equity share. Basic earnings per equity share have been computed by
dividing net profit / loss attributable to the equity shareholders for the year by the weighted average number of equity
shares outstanding during the year. Diluted earnings per equity share have been computed by dividing the net profit
attributable to the equity shares holders after giving impact of dilutive potential equity shares for the year by the weighted
average number of equity shares and dilutive potential equity shares outstanding during the year, except where the results
are anti-dilutive.

14 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (CODM). The Managing Director of the Company has been identified as the CODM as defined by Ind-AS
108 Operating Segments, who assesses the financial performance and position of the Company and makes strategic
decisions.

The Company is dealing primarily in investment of shares and hence it is single segment company and segment reporting
is not applicable on the Company.

15 Cash Flow Statement

Cash flows are reported using the indirect method, prescribed in IND AS -7 whereby profit/(loss) before extraordinary items
and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flow from operating, financing and investing activities of the company are segregated based
on the available information.

a) Description of nature and purpose of each reserve:

General reserve

General reserve is created from time to time by way of transfer profits from retained earnings for appropriation
purposes. General reserve is created by a transfer from one component of equity to another and is not an item of
other comprehensive income.

Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfer to general reserves,
dividends and other distributions made to the shareholders.

Statutory reserve

As per Section 45-IC(1) of the Reserve Bank of India Act, 1934, every non-banking financial company shall create a
reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the
profit and loss account and before any dividend is declared.

FVOCI equity investment reserve

The Company has elected to recognise changes in the fair value of investment in equity shares in other
comprehensive income. These changes are accumulated within the FVTOCI investment reserve within equity. The
Company will transfer amounts from the said reserve to retained earnings when the relevant equity shares are de¬
recognised.

The discount rate is based on the prevailing market yield of Indian government securities as at the balance sheet
date for the estimated terms of the obligation.

An amount of ' 0.54 lakhs (previous year ' 0.52 lakhs) pertaining to compensated absences is recognised as an
expense and included in "Employee benefits expense" in Note 27.

c Defined benefit plan: Gratuity

Gratuity scheme - This is an defined benefit plan and it entitles an employee, who has rendered atleast 5 years of
continuous service, to receive one-half month's salary for each year of completed service at the time of
retirement/exit.

i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment of
Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.

Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of Gratuity
Act, 1972 except the Company does not have any limit on gratuity amount

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity
were carried out as at 31 March 2024 The present value of the defined benefit obligations and the related current
service cost and past service cost, were measured using the Projected Unit Credit (PUC) Actuarial Method.

The Company has a defined benefit gratuity plan in India governed by the Payment of Gratuity Act, 1972. It entitles
an employee who has rendered at least 5 years of continuous service, to gratuity at the rate of 15 days wages for
every completed year of service or part thereof in excess of 6 months, based on the rate of wages last drawn by
the employee concerned.

(i) Reconciliation of the net defined benefit liability

The following table shows a reconciliation from the opening balances to the closing balances for the net defined
benefit liability and its components

The Company is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to
defined benefits plans and management estimation of the impact of these risks are as follows:

a) Discount Rate Risk : The defined benefit obligation calculated uses a discount rate based on government
bonds. If bond yields fall, the defined benefit obligation will tend to increase.

b) Salary Growth Risk : Higher than expected increases in salary will increase the defined benefit obligation

c) Demographic Risk : This is the risk of variability of results due to unsystematic nature of decrements that

include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit

obligation is not straight forward and depends upon the combination of salary increase, discount rate and

vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement
benefit of a short career employee typically costs less per year as compared to a long service employee.

36 Financial instruments - Fair values and risk management
(i) Valuation principles

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction in the principal (or most advantageous) market at the measurement date under current market
conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a
valuation technique. In order to show how fair values have been derived, financial instruments are classified
based on a hierarchy of valuation techniques, as explained below:

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:

Level 1 - Quoted prices in an active market (level 1): This level of hierarchy includes financial assets that are
measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Valuation techniques with observable inputs (level 2): This level of hierarchy includes financial assets and
liabilities, measured using inputs other than quoted prices included within level 1 that are observable for the
asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3 - Valuation techniques with significant unobservable inputs (level 3): This level of hierarchy includes financial
assets and liabilities measured using inputs that are not based on observable market data (unobservable
inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that
are neither supported by prices from observable current market transactions in the same instrument nor are
they based on available market data. This level of hierarchy includes Company’s investments in equity
shares which are unquoted or for which quoted prices are not available at the reporting dates.

Significant estimates

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The
Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions
existing at the end of each reporting period
37 Financial risk management
Introduction and risk profile

The Company is a Non Banking Financial Company registered with Reserve Bank of India.

The Company's audit committee oversees how management monitors compliance with the Company’s risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by
the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both
regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit
committee.

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its
contractual obligations and arises partially from the investments.

Credit risk is being managed using a set of credit norms and policies. The Company has defined roles and
responsibilities for originators and approvers. All credit exposure limits are approved by Board of Directors. The Company
follows a process of time-to-time revisiting the credit policy and processes, on the basis of experience and feedback.

The Company has categorised all its financial assets at low credit risks on account of no past trends of defaults by any
parties. Therefore, the provision for expected credit loss has been made as per the Reserve Bank of India's prudential
norms at 0.40% of the loan assets (which are not credit impaired)

The carrying amount of financial assets represent the maximum credit risk exposure. The maximum exposure to credit
risk at the reporting was:

Credit risk relating to cash and cash equivalent and bank deposits is managed by only accepting banks and financial
institution counterparties after evaluating parameters like capital adequacy, non- performing assets, profitability and
liquidity ratios and net worth and by diversifying bank deposits in different banks across the country.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they
are due, under both normal and stressed conditions in a timely manner, without incurring unacceptable losses or
risking damage to the Company’s reputation.

The Company’s primary sources of liquidity include cash and bank balances, deposits, investment in mutual funds and
cash flow from operating activities. As at 31 March 2025, the Company had a working capital of ' 8,765.66 lakhs (31
March 2024: ' 7,461.47 lakhs ) including cash and cash equivalent of ' 132.41 lakhs (31 March 2024: ' 459.21 lakhs ).
Consequently, the Company believes its revenue, along with proceeds from financing activities will continue to provide
the necessary funds to cover its short term liquidity needs.

iii) Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity
prices, which will affect the Company’s income or the value of its holdings of financial instruments. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.

a) Foreign currency risk

Foreign Currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate
because of changes in foreign exchange rates. The Company is not exposed to foreign currency risk as the
Company does not have receivables or payables in foreign currency.

b) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company is not exposed to interest rate risk from the external borrowings
that are used to finance their operations.

c) Market price risk

The Company is mainly exposed to the price risk due to its investment in mutual funds and quoted equity shares.
The price risk arises due to uncertainties about the future market values of these investments. The Company has
laid policies and guidelines which it adheres to in order to minimise price risk arising from investments in mutual
funds and equity shares.

iv) Legal and operational risk

a) Legal Risk

Legal risk is the risk relating to losses due to legal or regulatory action that invalidates or otherwise precludes
performance by the end user or its counterparty under the terms of the contract or related netting agreements.
There is currently no legal risk on the company.

b) Operational risk

Operational risk framework is designed to cover all functions and verticals towards identifying the key risks in
the underlying processes. The framework, at its core, has the following elements:

1. Well defined Governance Structure.

2. Regular workshops and training for enhancing awareness and risk culture.

3. Documented Operational Policy.

38 Capital management

The Company actively manages it's capital base to maintain adequacy of capital to cover risks inherent to it's business.
The objective is to maintain appropriate levels of capital to support it's business strategy taking into account the
regulatory, economic and commercial environment . As a Non Banking Finance Company , the R.B.I requires the
Company to maintain a minimum capital to risk weighted assets ratio ("CRAR") consisting of Tier I and Tier II capital of
15% of aggregate risk weighted assets. The Company endeavours to maintain a higher capital base than the mandated
regulatory capital at all times.

For the purpose of Company's capital management, capital includes issued equity share capital, other equity reserve less
cash and cash equivalents. The primary objective of capital management is to maintain an efficient capital structure to
reduce the cost of capital and to maximize shareholder's values.

40 Commitments and contingencies

The Company has no contingent liability as at March 31, 2025 and March 31, 2024
The Company has no commitments as at March 31, 2025 and March 31, 2024

41 Operating segment

The Board of Directors of the Company takes decision in respect of allocation of resources and assesses the
performance basis the reports/ information provided by functional heads and is thus considered to be chief operating
decision maker.

The Company is engaged in the business of holding investments in various entities within the group and investing funds
into other relevant securities with the objective to earn reasonable return. Considering the nature of company’s business
and operations, there are no separate reportable segments (business and/or geographical) in accordance with the
requirements of In AS 108 ‘Operating segment’ and hence, there are no additional disclosures to be provided other than
those already provided in the financial statements.

42 Corporate social responsibility expenditure

Disclosure in respect of CSR expenditure under section 135 of the Companies Act, 2013 and rules thereon

43 Expenditure in foreign currency

The Company has not incurred any expenditure in foreign currency for the year ended March 31, 2025 and
March 31, 2024

44 Leases
As lessee

Right of Use and Lease liability recognised in the financial statement represents the office premises
The Lease is for period ranging from 03 years to 99 years

The following table lets out a maturity analysis of lease payment, showing undiscounted lease payments to be made
after the reporting date.

46 Other Statutory Information

a. The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

b. All immovable properties in the books of the Company are held in it's name. There is no proceeding under Benami
Transactions (Prohibition) Act, 1988 against the Company as on date.

c. The Company has not done any revaluation of it's Plant, Property & Equipments in current or previous financial
year

d. The Company does not have any charges or satisfaction which is yet to be registered with ROC (Register of
Companies) beyond the statutory period.

e. The Company does not trade in goods or services and therefore does not have any trade receivable or payable in
current or previous financial year.

f. The Company does not have any intangible asset under development in current or previous financial Year

g. All transactions done by the Company during current or previous financial year have been duly recorded in it's

books of accounts.

h. The Company has not done any transaction with struck off companies under section 248 of the companies Act,
2013 during current or previous financial year.

i. The Company has not entered into any scheme of arrangement covered under section 230 to 237 of The
Companies Act, 2013

j. No fund 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 lend
or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

k. The Company has not received any fund from any party(s) (Funding Party) with the understanding that the

Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of

the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

l. The company has fully complied with the number of layers prescribed under Clause (87)of Section 2 of the Act
read with Companies (Restriction of number of layers)Rules 2017 .

m. The Company has not traded or invested in Crypto Currency or Virtual Currency during current or previous financial
year

47 Information as per RBI Circulars

a. Disclosure as per Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 dated 19 October, 2023.

i) As per the above mentioned direction issued by the Reserve Bank of India NBFCs that are part of a common
Group or are floated by a common set of promoters shall be viewed on consolidated basis for RBI
categorisation and compliance purpose and accordingly the following three NBFC's companies are controlled
by the same group of promoter whose assets value is more than Rs. 1,000 crore as on 31st March,2025 and
all disclosure are accordingly has been given:

1) Dhunseri Investment Limited ( RBI Reg. No: 05.06909 dated 15th July, 2011)

2) Mint Investments Limited ( RBI Reg. No: 05.02262 dated 16th May, 1998)

3) Naga Dhunseri Group Limited ( RBI Reg. No:05.01813 dated 13th April, 1998)

ii) The company has not obatined any registration from any financial sector regulartors during the current finncial
year, hence the same is not applicable to the company.

iii) No penalty has been levied on the company by any regulators.

iv) The company has subsidiary nor any joint venture operation, but the company has an associate company
namely M/s. Dhunseri Investments Limited which also engaged in the NBFC's business in India.

v) The company has no dealing or operations in derivatives and Interest rate Swaps / Forward Rate Agreements
hence no disclosure is applicable to the company.

vi) Maturity Pattern of assets and liability of the company is given in Note - 45.

vii) No prior period adjsutment has been made in the current or previous financial year.

viii) The company has not made any excess exposures than the prudential exposure norms for granting the loans
during the year.

ix) The company has not given any secured loan during the current or 31-Mar-2025

x) The company has no non performing assets "NPA" during the current or 31-Mar-2025 hence no disclosure for
NPA has been made in the financials.

b. The company not being a primary dealer in Government Securities, disclosure requirements as stated in Circular No
RBI/IDMD/2016-17/29 (Master Direction IDMD.PDRD.01/03.64.00/2016-17) dated July 1, 2016 and updated
thereafter, are not applicable.

c. The company has not done any securitisation of assets during current or previous financial year. Therefore
disclosure requirements as stated in circular no RBI/DOR/2021-22/85 (DOR.STR.REC.53/21.04.177/2021-22) dated
September 24, 2021 and amended thereafter are not applicable.

d. No loan or non-performing asset has been transferred to or from the company in current or previous financial year.
Therefore disclosure requirements as stated in Circular No RBI/DOR/2021-22/86 (DOR.STR.REC.51/21.04.048/2021-
22) dated September 24, 2021 are not applicable

48 Previous year figures are regrouped and / or rearranged to confirm to current years presentation.

Signatories to Notes 1 to 48

For and on behalf of the Board of Directors of
Naga Dhunseri Group Ltd.
CIN - L01132WB1918PLC003029

Prabhat Kumar Dhandhania, FCA, Partner H. P. Bhuwania C.K.Dhanuka

Membership No: 052613 Chief Executive Officer Chairman

For and on behalf of (DIN:00005684)

Dhandhania & Associates _{B L d}.

Chartered Accountants Sakshi Agarwal ' ^ana

Firm Registration No. 316052E Company Secretary & ^irecor

Place : Kolkata Compliance Officer ^{(DIN:00057273)}

^Dated : ^{23rd May}, ²⁰²⁵ (ACS 75774) Ayush Beriwala

Chief Financial Officer

ANNUAL REPORT 143