Dhunseri Ventures Ltd

Rating Action

• IVR A1+ reaffirmed for Rs 30 crore short-term facility.

Instrument Details

• Facility: Demand Loan; Size: Rs 30 crore; Rating: IVR A1+.
• Lender: Barclays Investments & Loans India Pvt Ltd; Regulator: RBI.

Rationale

• Reaffirmation based on FY26 operating and financial performance and developments.

Validity & Monitoring

• Rating normally valid for one year from rating committee date (Sept 28, 2027).
• Surveillance may be conducted; at least annual monitoring.

Insider Trading: Closure of Trading Window

AGM Details

• Held via VC/OAVM on Tuesday, 18 August 2026 at 11:30 a.m.
• Remote e-voting open 14–17 August 2026; on-site voting available during meeting.
• Results of e-voting to be declared on or before 20 August 2026.

Ordinary Resolutions

• Adoption of Audited Financial Statements for FY ended 31 March 2026.
• Declaration of dividend on equity shares at ₹1.50 per equity share.
• Re-appointment of Mr. Bharat Jhaver as Director liable to retire by rotation.

Special Resolutions

• Re-appointment of Mrs. Aruna Dhanuka as Managing Director.
• Re-appointment of Mr. Sameer Sail as Independent Director.
• Approval of material related party transaction with IVL Dhunseri Petrochem for PET resins trading.

Voting status

• Voting results to be declared by 20 August 2026.

Unaudited results (standalone & consolidated)

• Unaudited standalone results for quarter ended 30 June 2026 approved.
• Unaudited consolidated results for quarter ended 30 June 2026 approved.
• Limited review reports issued; no material misstatement observed.
• Standalone revenue from operations: 15,492.61 Lakhs; net profit after tax: 10,902.96 Lakhs.
• Consolidated share of profit from equity accounted investees: 12,059.26 Lakhs.

Discontinued operations and winding-up

• Twelve Cupcakes Pte Limited winding up initiated Oct 29, 2025; Food and Beverages classified as discontinued.
• Impairment loss recognized in year ended Mar 31, 2026 related to Twelve Cupcakes Pte Ltd.
• Discontinued operation results reflected in consolidated segment reporting.

Auditor remarks

• Auditors' limited review concluded no material misstatement in results.
• Associate outside India included; conversion adjustments reviewed; conclusion unaffected.

AGM notice and related communications

• 110th AGM scheduled for 18 August 2026 at 11:30 AM via VC/OAVM.
• Electronic copies of AGM Notice and FY2025-26 Annual Report sent to registered shareholders.
• Shareholders with unregistered emails will access documents via web-links provided.
• KYC details must be updated with DP/RTA to receive soft copies.
• TDS communications on dividend for FY2025-26 issued to recipients.

Meeting Details

• Board meeting scheduled for 10 August 2026 at Dhunseri House, 4A Woodburn Park, Kolkata.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended 30 June 2026.

Other Notes

• Trading window closed since 15 July 2026; remains closed until 12 August 2026.

Financials

• Standalone turnover 38,577.23 lakh; PAT 549.70 lakh.
• Exceptional item 2,625.83 lakh; standalone PBT -138.67 lakh.
• Consolidated revenue 45,413.65 lakh; PAT 8,793.47 lakh; EPS 25.97.
• Opening to closing retained earnings: 144,818.35 to 145,777.08 lakh.
• Interim dividend 3.50; final dividend 1.50 per equity share.

Dividends & Capital Allocation

• Total dividends paid in year: 2,977.10 lakh.
• No transfer to General Reserve; profits added to Retained Earnings.
• Dividend Distribution Policy adopted; available on company website.

Capital Structure & Liquidity

• Standalone borrowings: current 3,051.97; non-current 100.01 lakh.
• Standalone cash and cash equivalents: 1,977.33 lakh.
• Group cash balances: 10,969.75 lakh.
• Standalone debt-to-equity: 0.02x; consolidated around 0.32x.

Subsidiaries & Associates

• Dhunseri Infrastructure Ltd and Dhunseri Poly Films Pvt Ltd are 100% subsidiaries.
• Twelve Cupcakes Pte Ltd liquidation initiated Oct 29, 2025.
• Associates: IVL Dhunseri Petrochem Industries Pvt Ltd and IVL Dhunseri Polyester Co. SAE 50% each.
• Dhunseri Investments Ltd holds 65.23% of Dhunseri Ventures.

Related Party Transactions

• PET Resin trading with IVL Dhunseri Petrochem; up to 45,000 tonnes/year; up to Rs 350 Crores.
• Dividend paid to Dhunseri Investments Ltd: 1,941.93.
• Royalties: 2,401.29; Dividend from IVL Dhunseri Petrochem 1,487.50.
• Corporate guarantee to Dhunseri Poly Films: 28,105.48.

Governance & Board Changes

• Bharati Dhanuka appointed Non-Executive, Non-Independent from April 2025.
• A. Kanoria and R.V. Kejriwal reappointed Independent Directors from Aug 2025.
• S. Sah reappointed Independent Director for five-year term.
• TCWG committee formed on Feb 11, 2026.

CSR & ESG

• CSR spend 200.00 lakh; 2% average net profit 128.14.
• One capital asset created: 457 decimal land via Rajyoga Foundation.
• CSR policy available on company website.

Business Developments & Outlook

• IT Complex renamed to Dhunseri Commercial Park; exploring de-notification options.
• DPFPL Jammu BOPP line first line expected Aug/Sep 2026; second line 2027.
• Panagarh BOPET line 59,200 TPA; to commence Apr 2028; advance paid.

AGM Details

• 110th AGM scheduled for 18 August 2026 at 11:30 AM via VC/OAVM.
• Register of Members and transfer books close 12 Aug to 18 Aug 2026.
• Dividend, if declared, will be paid after 21 August 2026.
• AGM conducted through VC/OAVM per MCA/SEBI circulars.

Resolutions Proposed

• Item 1 Ordinary: Adoption of financial statements for year ended 31 March 2026.
• Item 2 Ordinary: Dividend on equity shares proposed.
• Item 3 Ordinary: Appointment of Bharat Jhaver, retiring by rotation.
• Item 4 Special: Re-appointment of Aruna Dhanuka as Managing Director for five years from 1 Feb 2027.
• Item 5 Special: Re-appointment of Sameer Sah as Independent Director for a second five-year term.
• Item 6 Ordinary: Approval of material RPT with IVL Dhunseri Petrochem up to Rs 350 crore annually.

Dividend

• Dividend on equity shares proposed; per-share amount not disclosed in notice.

Directors / Appointments

• Bharat Jhaver to be appointed as director, retiring by rotation.
• Aruna Dhanuka re-appointed Managing Director for 2027–2032; remuneration terms proposed.
• Sameer Sah re-appointed Independent Director for second five-year term.
• Remuneration terms include monthly salary Rs 5.40 lakh, perquisites, and commission up to 2.5%.
• Minimum remuneration applicable during profits loss scenarios.

Related Party Transactions

• Continuation of material RPT with IVL Dhunseri Petrochem for PET resin trading.
• Transaction value up to Rs 350 crore annually (45,000 tonnes p.a.).
• Past postal ballot approvals lapsed; fresh AGM approval sought.
• RPTs are in ordinary course and arm's length basis.