Dhunseri Investments Ltd

Resolution overview

• Purpose: Postal ballot to appoint Aditi Kanodia as Independent Director for five years.
• Resolution type: Special Resolution under Companies Act and Listing Regulations.
• Subject: Appointment as Independent Director, non-rotation status; five-year term from 23 Sept 2026.
• Candidate: Mrs. Aditi Kanodia, DIN 10747939, appointed as Additional Director on 23 Sept 2026.
• Term: Five years commencing 23 Sept 2026; not liable to retire by rotation.
• Profile: Independent; DIN 10747939; >10 years finance experience; director at Mint Investments Limited.
• Voting window: e-voting from 30 Sept 2026, 9:00 AM, to 29 Oct 2026, 5:00 PM.
• Cut-off date: Members on 25 Sept 2026 eligible to vote.
• Scrutinizer: Kailash Chandra Dhanuka, PCS, to conduct postal ballot; report final.
• Outcome: results to be announced within two working days after e-voting ends.
• Material impact: strengthens governance through independent director appointment.
• Note: Not liable to retire by rotation; independence declaration filed; board recommendation.

Dhunseri Investments Ltd — Trading Window closed from October 1, 2026 till the end of 48 hours after the announcement of the Unaudited Financial Results (Standalone and Consolidated) for the Quarter ending September 30, 2026.

Independent Director appointment

• Aditi Kanodia appointed Non-Executive Independent Director for five years, effective 23 Sep 2026, subject to shareholders' approval.
• Postal ballot approved to obtain shareholders' approval for appointment of Mrs. Aditi Kanodia as Non-Executive Independent Director.

Board appointments and AGM approvals

• Board approved re-appointment of Mrs. Aruna Dhanuka as MD & CEO for five years from 27 May 2026.
• Independent Director Mrs. Rusha Mitra appointed for five years from 27 May 2026.
• Shareholders approved both appointments at the AGM held on 20 August 2026.

AGM Details

• AGM held on 20 August 2026 at 11:30 AM via VC/OAVM.
• Record date for voting: 13 August 2026; remote voting window: 17–19 August 2026.

Key Resolutions

• Ordinary: Adopt standalone and consolidated financial statements for FY2025-26.
• Ordinary: Declare dividend of Rs 3.00 per equity share.
• Ordinary: Re-appoint Chandra Kumar Dhanuka (DIN 00005684) by rotation.
• Special: Re-appoint Mrs. Aruna Dhanuka as Managing Director and Chief Executive Officer.
• Special: Appoint Mrs. Rush Mitra as Independent Director.

Dividend

• Dividend of Rs 3.00 per equity share approved.

Director Changes

• Chandra Kumar Dhanuka re-appointed by rotation.
• Aruna Dhanuka re-appointed as MD & CEO.
• Rush Mitra appointed as Independent Director.

Voting Outcomes

• All resolutions passed; minor opposition observed for director and MD appointments.

AGM details

• AGM held on 20 August 2026 via VC/OAVM at 11:30 IST.
• Meeting concluded at 11:49 IST; quorum confirmed.
• Remote e-voting open 17–19 August 2026; post-meeting voting allowed 30 minutes.
• Consolidated e-voting results to be declared within two working days.
• Notice of AGM read; quorum confirmed.

Resolutions

• Ordinary Resolution No.1: Adoption of Audited Standalone and Consolidated Financial Statements for FY 2025-26.
• Ordinary Resolution No.2: Dividend on equity shares Rs 3.00 per share.
• Ordinary Resolution No.3: Re-appointment of Mr. Chandra Kumar Dhanuka as Director.
• Special Resolution No.4: Re-appointment of Mrs. Aruna Dhanuka as Managing Director and CEO.
• Ordinary Resolution No.5: Appointment of Mrs. Rusha Mitra as Independent Director.

Director changes

• Re-appointment of Mr. Chandra Kumar Dhanuka as Director.
• Re-appointment of Mrs. Aruna Dhanuka as MD and CEO.
• Appointment of Mrs. Rusha Mitra as Independent Director.

Dividend

• Dividend of Rs 3.00 per equity share declared.

Financial highlights

• Standalone revenue from operations: ₹2,274.09 Lakhs; total income: ₹2,274.28 Lakhs.
• Standalone profit after tax: ₹1,682.01 Lakhs.
• Consolidated revenue from operations: ₹25,895.37 Lakhs; total income: ₹27,888.52 Lakhs.
• Consolidated net profit after tax: ₹19,378.54 Lakhs.
• Share of profit from equity accounted investee: ₹12,326.55 Lakhs.
• Discontinued operation: Food & Beverages loss after tax ₹250.34 Lakhs in Q1.
• Gain on loss of control over discontinued operation: ₹838.65 Lakhs (year).
• Twelve Cupcakes Pte Ltd winding-up initiated Oct 29, 2025.
• Board approved unaudited results on 13 August 2026.

Director cessation

• Raj Vardhan Kejriwal ceased as Independent Director effective 09 August 2026 due to completion of term.

Meeting Details

• Date: 13 August 2026; time and venue not disclosed.

Key Agenda Items

• Unaudited standalone and consolidated financial results for quarter ended 30 June 2026 to be considered.

Other Notes

• Trading window closed for designated persons from 01 July 2026; remains closed 48 hours after results.