Naga Dhunseri Group Limited

CIN No. L01132WB1918PLC003029 REGISTERED OFFICE: DHUNSERI HOUSE, 4A WOODBURN PARK, KOLKATA- 700 020 PHONE: 2280 1950(5 Lines) Fax: 91 33 2287 8995

Ref. No. NDGL/8/2024

10.12.2024

To, National Stock Exchange of India Limited Exchange Plaza, Plot No: C/l, G Block, Bandra - Kurla Complex, Bandra (E) Mumbai - 400 051

Symbol: NDGL

Sub: Submission of Postal Ballot Notice

Dear Sir / Ma’am,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of Postal Ballot Notice (including instructions for e- voting) seeking approval of Members through e-voting only (Voting through Electronic means) for the following matters:

Material Related Party Transaction with Dhunseri Investments Limited (“ DIL ”) for purchase of 48,09,595 equity shares of Dhunseri Tea & Industries Limited by the Company from DIL.
Material Related Party Transaction with DIL for sale of 30,78,759 equity shares of Dhunseri Ventures Limited by the Company to DIL.

The calendar of events for the Postal Ballot are as follows:

Sr. No.	Event	Date
1.	Cut-Off Date	Friday, 6thDecember,2024
2.	Date of Completion of Dispatch	Tuesday,10thDecember,2024
3.	Remote e-Voting Start Date	Thursday,12thDecember,2024
4.	Remote e-VotingStart Time	9:00 A.M.(IST)
5.	Remote e-VotingEndDate	Friday,10th January,2025
6.	Remote e-VotingEnd Time	5:00 P.M.(IST)
7.	Announcement of Results of Postal Ballot	Within two working days from the closure of e voting.

The said Notice is also available on the website of the Company at www.nagadhunserigroup.com

This is for your information and record.

Thanking You.

For Naga Dhunseri Group Limited

Digitally signed by NIDHI NIDHI KHAITAN KHAITAN Date: 2024.12.10 18:11:32 +05'30'

Nidhi Khaitan Company Secretary & Compliance Officer

Encl: As above

Email: [email protected] Website: www.nagadhunserigroup.com

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration Rules, 2014)]

To All Members, Naga Dhunseri Group Ltd.

NOTICE is hereby given that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Rules ”), including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (the “ MCA ”) for holding general meetings/ conducting postal ballot through e-voting by General Circular Nos. 14/2020 dated 8[th] April 2020, as clarified / extended from time to time, including by General Circular 17/2020 dated 13[th] April 2020, 10/2021 dated 23[rd] June 2021, 03/2022 dated 5[th] May 2022, 11/2022 dated 28[th] December 2022, 09/2023 dated 25[th] September 2023 and 09/2024 dated 19[th] September, 2024 (“ MCA Circulars ”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”), Secretarial Standard- 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations, if any, including any statutory modification(s) or re-enactment(s) thereto for the time being in force, to transact the below mentioned proposed special businesses by the members of Naga Dhunseri Group Limited (“ Company ”) by passing resolutions through postal ballot (“ Postal Ballot ”) only by means of remote e-voting. Communication of assent or dissent of the Members would take place only through the remote e-voting system.

In compliance with the MCA Circulars and pursuant to other applicable laws and Regulations, this Postal Ballot Notice (“ Notice ”) is being sent only in electronic form to those Members whose e- mail addresses are registered with the Company/ Depositories/ RTA to enable them to cast their votes electronically. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members. However, the Postal Ballot Notice is available on Company’s website (www.nagadhunserigroup.com), Stock Exchange’s website (www.nseindia.com ) and on the website of National Securities Depository Limited (“NSDL”) (www.evoting.nsdl.com). Further, any Member who does not receive Postal Ballot Notice may obtain the same by sending an email to [email protected] under copy to mail@ nagadhunserigroup.com. The instructions for Remote e-voting are appended to this Notice.

The Board of Directors of the Company in its meeting held on Thursday, 14[th] November, 2024 has appointed Mr. Kailash Chandra Dhanuka (FCS-2204) of K. C. Dhanuka & Co., Practicing

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Company Secretaries as Scrutinizer for conducting the Postal Ballot process in fair and transparent manner in accordance with the provisions of Companies Act, 2013 and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.

The Scrutinizer will submit their report to the Chairman of the Company or in his absence, any person authorized by him after the completion of the scrutiny of e-voting data provided by NSDL. The results of the Postal Ballot/ E-voting shall be announced by the Chairman of the Company or in his absence, any person authorized by him, within 2 (two) working days from the last date of e- voting. The said results along with the Scrutinizer’s Report would be intimated to National Stock Exchange of India Ltd. (NSE) where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.nagadhunserigroup.com and on the website of National Securities Depository Limited (“ NSDL ”) www.evoting.nsdl.com

The remote e-voting period will commence on Thursday, 12[th] December, 2024 at 9.00 A.M. (IST) and will end on Friday, 10[th] January, 2025 at 5.00 P.M. (IST). The last date of the e-voting shall be the date on which the Resolutions shall be deemed to have been passed, if approved by the requisite majority. If a resolution is assented to by the requisite majority through Postal Ballot by means of remote e-voting, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

SPECIAL BUSINESS:

ITEM NO. 1:

APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION WITH DHUNSERI INVESTMENTS LIMITED FOR PURCHASE OF EQUITY SHARES OF DHUNSERI TEA & INDUSTRIES LIMITED:

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT , pursuant to the approval given by the Audit Committee and Board of Directors at their respective meetings held on 14[th] November 2024, provisions of Sections 56, 179, 188 and other applicable Sections if any, of the Companies Act, 2013 (“the Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable rules and regulations made under the Act, Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),Regulation 10(1)(a) and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations”), and subject to such other approvals, consents, permissions and sanctions of other authorities as may be necessary, the

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Memorandum of Association and Articles of Association of the Company and the Company’s policy on related party transactions, approval of the Members of the Company be and is hereby accorded to enter into the material related party transaction (including any modifications, alterations or amendments thereto) with Dhunseri Investments Limited (“DIL”), a related party of the Company within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, to purchase and acquire from DIL, 48,09,595 (forty eight lakh nine thousand five hundred ninety five) equity shares of INR 10/- each of Dhunseri Tea & Industries Limited (“DTIL”), constituting approximately 45.77% of the total issued and paid up equity share capital of DTIL, as on date, at a mutually agreed price to be determined in accordance with Regulation 10(1)(a) of the SAST Regulations pursuant to a share purchase agreement effective from 14[th] November, 2024 executed between the Company and DIL ("Share Purchase Agreement”) and on such terms as contained under the Share Purchase Agreement provided that the said transaction shall be carried out at arm’s length basis.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such other acts, deeds, matters and things as they may deem necessary and/or expedient to give effect to the above Resolution including without limitation, to negotiate, finalize, sign, seal, execute and deliver any other agreements, intimations, letters, clarifications and documents, as required, to settle any questions, difficulties or doubts that may arise in regard to purchase/acquisition of the equity shares and to do all other acts, deeds and things as may be required to be done for performing and completing the transaction contemplated herein as they may in their absolute discretion deem fit. ”

ITEM NO. 2:

APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION WITH DHUNSERI INVESTMENTS LIMITED FOR SALE OF EQUITY SHARES OF DHUNSERI VENTURES LIMITED:

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT , pursuant to the approval given by the Audit Committee and Board of Directors at their respective meetings held on 14[th] November 2024, provisions of Sections 56, 179, 188 and other applicable Sections if any, of the Companies Act, 2013 (“Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable rules and regulations made under the Act, Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),Regulation 10(1)(a) and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Takeovers) Regulations, 2011 (“SAST Regulations”) and subject to such other approvals, consents, permissions and sanctions of other authorities as may be necessary, the Memorandum of Association and Articles of Association of the Company and the Company’s policy on related party transactions, approval of the Members of the Company be and is hereby accorded to enter into the material related party transaction (including any modifications, alterations or amendments thereto) with Dhunseri Investments Limited (“DIL”), a related party of the Company within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, to transfer and sell to DIL, 30,78,759 (thirty lakh seventy eight thousand seven hundred fifty nine) equity shares of INR 10/- each of Dhunseri Ventures Limited (“DVL”) constituting approximately 8.79% of the total issued and paid up equity share capital of DVL, as on date, at a mutually agreed price to be determined in accordance with Regulation 10(1) (a) of the SAST Regulations pursuant to a share sale agreement effective from 14[th] November, 2024 executed between the Company and DIL (“Share Sale Agreement”), and on terms as contained under the Share Sale Agreement provided that the proposed transaction shall be carried out at arm’s length basis.”

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such other acts, deeds, matters and things as they may deem necessary and/or expedient to give effect to the above Resolution including without limitation, to negotiate, finalize, sign, seal, execute and deliver any other agreements, intimations, letters, clarifications and documents, as required, to settle any questions, difficulties or doubts that may arise in regard to sale/transfer of the equity shares and to do all other acts, deeds and things as may be required to be done for performing and completing the transaction contemplated herein as they may in their absolute discretion deem fit. ”

By Order of the Board For Naga Dhunseri Group Limited Sd/Nidhi Khaitan Place: Kolkata Company Secretary & Compliance Officer Date: 10[th] December, 2024

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

NOTES:

i. An Explanatory Statement, pursuant to the provisions of Section 102 and 110 and other applicable provisions of the Act setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice, including information as required to be disclosed under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23 of the Listing Regulations and Securities and Exchange Board of India (SEBI) Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023 is attached.
ii. In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding Remote e-Voting is being sent by electronic mode only to those Members whose names appear in the Register of Members/ list of Beneficial Owners, maintained by the Company/ Depositories as at close of business hours on Friday, 6[th] December, 2024 (i.e. Cut-off date), and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its Registrar and Transfer Agent as on the Cut-off date and will be sent to those member who will register their e-mail address in accordance with the process outlined in this Notice.
iii. However, the Postal Ballot Notice has also been uploaded on the website of the Company www.nagadhunserigroup.com and on the website of the Stock Exchange where equity shares of the Company are listed viz. www.nseindia.com. The Notice shall also be available on the e-Voting website of NSDL viz., www.evoting.nsdl.com. Further, any member who does not receive Postal Ballot Notice may obtain the same by sending an email to [email protected] under copy to [email protected]
iv. Relevant documents referred to in this notice, including the Share Purchase Agreement and the Share Sale Agreement between the Company and DIL, will be available electronically for inspection without any fees by the Members from the date of circulation of this notice upto the closure of remote e-voting. Members seeking to inspect such documents electronically can send an email to www.nagadhunserigroup.com. The said documents will also be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch of the Notice till closure of remote e-voting i.e Friday, 10[th] January, 2025.
v. In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read together with the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations’) as amended from time to time, Company is pleased to offer remote e-voting facility to all the members of the Company. The Company has appointed National Securities Depository Limited (hereinafter referred to as “NSDL”) for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the “Remote e-voting”).

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

vi. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members as on Friday, 6[th] December, 2024 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes through remote e- voting. A person who is not a Member as on the cut-off date should accordingly treat this Notice as for information purposes only.
vii. The remote e-voting period will commence from Thursday, 12[th] December, 2024 at 9.00 A.M. (IST) and will end on Friday, 10[th] January, 2025 at 5.00 P.M. (IST). During this period, Members of the Company, holding shares either in physical or dematerialized form, as on the Cut-off date, i.e. Friday, 6[th] December, 2024, may cast their vote by remote e-voting. Once the vote on a resolution is cast by a Member, it shall not be allowed to be changed subsequently.
viii. The Ordinary Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. 10[th] January, 2025.
ix. Members who have not registered their email address with the Company can register the same through online portal https://www.mdpl.in/. Members holding shares in Demat mode should update their email address directly with their respective Depository Participants.
x. After dispatch of the Postal Ballot notice through email, advertisement shall be published in One English daily newspaper and in One Bengali Newspaper, each having wide circulation in the district where the registered office of the Company is situated and will also be uploaded on the Company’s website at www.nagadhunserigroup.com
xi. Contact details of the person responsible to address the queries/grievances connected with the voting by Postal Ballot including voting by electronic means, if any: The Company Secretary, Dhunseri House, 4A, Woodburn Park, Kolkata700020, [email protected]. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 180022 44 30 or send a request Ms. Pallavi Mhatre, Senior Manager - NSDL at [email protected].

xii. PROCEDURE FOR E-VOTING:

Commencement of e-voting	Thursday,12th December,2024 at 9.00 A.M.(IST)
End of e-voting	Friday,10th January,2025 at 5.00 P.M.(IST)

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

The instructions for members for voting electronically are as under:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e Voting system - A) Login method for e Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectR eg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the homepage of e-

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

	Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e- Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evotingoption, the user will be able to see e-Voting

Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen.
After successful authentication, you will be
redirected to NSDL Depository site wherein you can
see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be
redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period.
4. Shareholders/Members can also download NSDL
Mobile App “NSDL Speede” facility by scanning the
QR code mentioned below for seamless voting
experience.

Individual Shareholders
holding securities in
demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest
facility, can login through their existing user id and
password. Option will be made available to reach e-
Voting page without any further authentication. The
users to login Easi / Easiest are requested to visit
CDSL websitewww.cdslindia.com and click on
login icon & New System Myeasi Tab and then user
your existing my easi username & password.
2. After successful login the Easi / Easiest user will be
able to see the e-Voting option for eligible companies
where the evoting is in progress as per the
information provided by company. On clicking the
evotingoption, the user will be able to see e-Voting

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

	3. 4.	page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdeskby sending a request at [email protected] contact at toll free no. 1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:

	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274

Website: www.nagadhunserigroup.com; E-mail: [email protected]

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b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example if your Beneficiary ID is
12** then your user ID
is 12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given
below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to
retrieve the ‘initial password’ which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter the ‘initial password’ and
the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the
company, your ‘initial password’ is communicated to you on your
email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf
file. The password to open the .pdf file is your 8 digit client ID for
NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your
‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned
below in process for those shareholders whose email ids are not
registered
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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e Voting system.
How to cast your vote electronically on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL and/ or Mr. Amit Vishal, Deputy Vice President, NSDL at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please submit request letter mentioning the Folio No. and Name of Shareholder along with scanned copy of the Share Certificate (front and back) and self-attested copy of PAN card for updation of email address. Members holding shares in dematerialised mode are requested to register / update their email addresses with their Depository Participantsby email to [email protected] or [email protected]. Members with physical holding need to provide Form ISR-1, ISR-2, ISR-3 or SH-13 and ISR-4 either to the Company Secretary at the Registered Office or to the Company’s Registrar and Share Transfer Agent i.e., M/s. Maheshwari Datamatics Private Limited.
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained - at step 1 (A) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode.

Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013

Pursuant to Sections 102 and 110 of the Companies Act, 2013 (the “Act”) read with the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings and all other applicable rules and regulations, the following Explanatory Statement sets out all material facts relating to the special businesses as mentioned under Items No. 1 to 2 of the accompanying Notice, including information as required to be disclosed under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023.

Regulation 23(4) of the Listing Regulations mandates prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the Audit Committee. As per the said Regulation transaction with a related party is considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a Financial Year, whether directly and/or through its subsidiary (ies), exceed(s) INR 1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

As per the respective consolidated annual audited financial statements for the Financial Year 2023-24, the Company had a consolidated turnover of INR 2,907.44 lakhs and DIL had a consolidated turnover of INR 46,519.59 lakhs.

During the current Financial Year 2024-25, the Company proposes to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and conditions, and the aggregate of such transaction(s), are expected to cross the applicable materiality thresholds as mentioned above. Accordingly, as per the Listing Regulations, prior approval of the Members is being sought for all such transactions proposed to be undertaken by the Company.

The Audit Committee has, on the basis of relevant details provided by the management, as required by the law, at its meeting held on 14[th] November, 2024, reviewed and approved the said transaction(s), subject to approval of the Members, while noting that such transactions shall be on arm’s length basis and in accordance with the Related Party Transactions Policy adopted by the Company.

Your Board of Directors considered the same at its meeting held on 14[th] November, 2024 and recommends passing of the resolutions contained in Item Nos. 1 and 2 of this Notice.

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

All four companies, viz, Naga Dhunseri Group Limited (the Company), DIL, DTIL and DVL, have several common Directors, promoters and promoter group members. Respective lists of Directors, KMPs and promoter / promoter group members of the said companies and particulars of their shareholdings, including of their relatives are set out in Annexure “A” attached to this statement.

The Members may note that in terms of the provisions of the Listing Regulations and the Act, related parties of the Company within the meaning of the Listing Regulations and the Act [whether such related party(ies) is a party to the aforesaid transactions or not], shall not vote to approve the said resolutions.

It is in the above context that the Resolution Nos. 1 and 2 are proposed for the approval of the Members of the Company by way of ordinary resolutions.

Item No. 1 - Further particulars of material related party transaction between Naga Dhunseri Group Limited and Dhunseri Investments Limited for purchase of equity shares of Dhunseri Tea & Industries Limited:

The Company is a registered Non-Banking Financial Company (“ NBFC ”) and presently holds 9,23,626 equity shares of INR 10/- each of Dhunseri Tea & Industries Limited (“DTIL”) representing approximately 8.79% of the total issued, subscribed and paid up equity share capital of DTIL. Dhunseri Investments Limited (“DIL”) is an Associate Company of the Company. The Company proposes to purchase 48,09,595 equity shares of INR 10/- each of Dhunseri Tea & Industries Limited (“DTIL”), representing approximately 45.77% of the total issued and paid up equity share capital of DTIL, from DIL at a price to be determined as per Regulation 10(1) (a) of Securities and Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011 (“SAST Regulations”). Consequently, the Company will hold a 54.56% stake in DTIL and DTIL will become a subsidiary of the Company. Given that both the Company and DIL are related parties, the proposed purchase of shares will be a related party transaction under Section 188 of the Companies Act, 2013 and the same will be considered as material related party transaction as per Regulation 23 of the Listing Regulations. The transaction is expected to be completed before 31[st] March, 2025.

Pursuant to the provisions of Section 188 of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23(2) of the Listing Regulations, the Audit Committee and Board of Directors have approved the proposed material related party transaction at their respective meetings held on 14[th] November, 2024.

The equity shares of DTIL are frequently traded on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). The maximum trading is on NSE. The purchase of shares of DTIL will be an inter se transfer of shares between promoter / promoter group of DTIL which does not trigger an open offer obligation on part of the Company and is exempt from the same under Regulation 10(1)(a) of the SAST Regulations. As per the said Regulation,

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

where the shares of the target company are frequently traded, the acquisition price per share cannot be higher by more than twenty-five per cent of the volume-weighted average market price for a period of sixty trading days preceding the date of issuance of notice for the proposed inter se transfer under Regulation 10(5) of the SAST Regulations. The total cost of acquisition was estimated to be INR126.73 crores considering a volume-weighted average market price of equity shares of DTIL of INR 263.43 per share during the trading period from 16[th] August, 2024 to 8[th] November, 2024, as disclosed earlier. However the said price and cost of acquisition of the shares of DTIL will be updated and determined after approval of the above resolution by the members and in accordance with Regulation 10(1) (a) of SAST Regulations.

DTIL was incorporated on 7[th] October, 1997 under the provisions of the Companies Act, 1956 and is engaged in manufacture and sale of tea for the last several decades. It has been expanding its business operations and it presently has twelve Tea Estates and Tea Factories in Assam. Its subsidiaries also have two Tea Estates in Malawi, East Africa where plantation of Tea and Macadamia are undertaken. The Authorised Share Capital of DTIL is INR11,00,00,000 divided into 1,10,00,000 equity shares of INR 10/- each of and Paid-up Share Capital of DTIL is INR 10,50,74,270 divided into 1,05,07,427 equity shares of INR 10/- each fully paid up. The annual standalone and consolidated turnover of DTIL in the last three Financial Year was as follows:-

Financial Year	Standalone Turnover (INR Lakhs)	Consolidated Turnover (INR Lakhs)
2021-22	21,051.50	34,900.76
2022-23	21,662.19	33,747.01
2023-24	29,701.79	39,542.15

The shares of DTIL are proposed to be purchased for consolidating and increasing focus of the Company on its interests in the tea business and as part of reorganisation of its major investment portfolio. Pursuant to the same, the shares held by the Company in DVL, a company having major interests in petrochemical business, are also proposed to be sold to DIL as per item 2 of the business set out in the notice, The said reorganisation will achieve entity rationalization and enable the said interests in the tea business and investment portfolio of the Company to be held more appropriately and facilitate better control monitoring and management of the same and operational efficiency. The said related party transactions are in the interest of the Company.

Additional information for approval of the proposed material related party transaction as prescribed under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23 of Listing Regulations and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023 is provided in the table below:

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

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S. Particulars Details
No.
Type, material terms and particulars of the The transaction involves investment by
proposed transaction the Company in Dhunseri Tea &
Industries Limited by way of secondary
acquisition of 48,09,595 equity shares,
representing 45.77% of the total issued
1.
and paid up equity share capital of DTIL
from DIL at a price to be determined as
per Regulation 10(1) (a) of SAST
Regulations, to be paid in cash.
Name of the Director(s) or Key Mr. Chandra Kumar Dhanuka, Mr.
Managerial Personnel who is related, if Mrigank Dhanuka, Mrs. Aruna Dhanuka
any and nature of relationship and Mrs. Bharati Dhanuka are also
Directors in Dhunseri Investments
2.
Limited and Mr. Chandra Kumar
Dhanuka, Mr. Mrigank Dhanuka, Mrs.
Aruna Dhanuka forms part of same
promoter group.
Name of the related party and its Dhunseri Investments Limited (DIL)
relationship with the listed entity or its
3.
subsidiary, including nature of its concern DIL is an Associate Company of the
or interest (financial or otherwise) Company.
Tenure of the proposed transaction Not applicable.
4.
(particular tenure shall be specified)
Value of the proposed transaction The value of the proposed transaction
5. shall be determined as per Regulation
10(1) (a) of the SAST Regulations.
The percentage of the listed entity’s The value of the transaction is expected to
annual consolidated turnover, for the be approximately 434% of the audited
immediately preceding financial year, that annual consolidated turnover of the
is represented by the value of the proposed Company for the Financial Year ended on
6. transaction (and for a RPT involving a 31 March 2024 subject to final purchase
subsidiary, such percentage calculated on price of the shares of DTIL to be
the basis of the subsidiary’s annual determined as per Regulation 10(1) (a) of
turnover on a standalone basis shall be the SAST Regulations.
additionally provided)
If the transaction relates to any loans, Not applicable.
inter-corporate deposits, advances or
7.
investments made or given by the listed
entity or its subsidiary:
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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

==> picture [426 x 556] intentionally omitted <==

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S. Particulars Details
No.
i. details of the source of funds in
connection with the proposed transaction;
ii. where any financial indebtedness is
incurred to make or give loans,
interoperate
deposits, advances or investments,
 nature of indebtedness;
 cost of funds; and
 tenure;
iii. applicable terms, including covenants,
tenure, interest rate and repayment
schedule, whether secured or unsecured; if
secured, the nature of security; and
iv. the purpose for which the funds will be
utilized by the ultimate beneficiary of such
funds pursuant to the RPT.
Justification as to why the RPT is in the For consolidating and increasing focus on
interest of the listed entity its interests in the tea business and as part
of reorganisation of its major investment
8.
portfolio, the Company proposes to
acquire 48,09,595 equity shares of DTIL
from DIL.
A copy of the valuation or other external The value of the transaction shall be
party report, if any such report has been determined based on Regulation 10(1) (a)
9.
relied upon of SAST Regulations.
Percentage of the counter-party’s annual The value of the transaction is expected to
consolidated turnover that is represented be approximately 27.10% of the audited
annual consolidated turnover of the
10 by the value of the proposed RPT on a
counterparty for the Financial Year ended
voluntary basis
on 31 March 2024.
The manner of determining the pricing and The value of the transaction shall be
other commercial terms, both included as determined based on Regulation 10(1) (a)
11. part of contract and not considered as part of the SAST Regulations.
of the contract
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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

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----- Start of picture text -----

S. Particulars Details
No.
Whether all factors relevant to the contract Yes.
have been considered, if not, the details of
12.
factors not considered with the rationale
for not considering those factors
Any advance paid/ received for contracts Nil
13. or arrangements, if any
Not applicable.
14. [Any other information that may be ]
relevant.
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The Share Purchase Agreement between the Company and DIL pursuant to which the transaction will be given effect to is available for inspection as mentioned in note (iv) of the notice.

Other than (i) the shareholding held by the promoter/ promoter group, Directors and KMPs of the Company and their relatives in the Company, DIL and DTIL as set out in Annexure A to this statement; (ii) common directorship position held by Mr. Chandra Kumar Dhanuka, Mrs. Bharti Dhanuka and Mr. Mrigank Dhanuka in the Company, DIL and DTIL; and (iii) common directorship position held by Mrs. Aruna Dhanuka in the Company and DIL, none of the promoter/ promoter group, Directors and KMPs of the Company and their relatives are in any way concerned or interested in the proposed resolution.

Accordingly, consent of the members is sought for passing the Ordinary Resolution as set out in Item No. 1 of the accompanying Notice.

Item No. 2 - Further particulars of material related party transaction between Naga Dhunseri Group Limited and Dhunseri Investments Limited for sale of equity shares of Dhunseri Ventures Limited:

The Company proposes to sell its entire shareholding, i.e., 30,78,759 equity shares of INR10/each of Dhunseri Ventures Limited (“ DVL ”) to Dhunseri Investments Limited (“DIL”), (representing approximately 8.79% of the issued and paid up share capital of DVL), at a price to be determined as per Regulation 10(1) (a) of SAST Regulations. Given that both the Company and DIL are related parties, the proposed sale of shares will be categorized as related party transaction under Section 188 of the Companies Act, 2013 and the same will be considered as material related party transaction as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 188 of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23(2) of the Listing

==> picture [48 x 53] intentionally omitted <==

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Regulations, the Audit Committee and Board of Directors have approved the proposed material related party transaction at their respective meeting held on 14[th] November, 2024.

The equity shares of DVL are frequently traded on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). The maximum trading is on NSE. The sale of shares of DVL will be an inter se transfer of shares between promoter/promoter group which does not trigger an open offer obligation on part of the Acquirer and is exempt from the same under Regulation 10(1) (a) of the SAST Regulations. As per the said Regulation, where the shares of the target company are frequently traded, the sale price per share cannot be higher by more than twenty-five per cent of the volume-weighted average market price for a period of sixty trading days preceding the date of issuance of notice for the proposed inter se transfer under Regulation 10(5) of the SAST Regulations. The total sale price was estimated to be INR142.15 crores, considering a volume-weighted average market price of equity shares of DVL of INR 461.70 per share during the trading period from 16[th] August, 2024 to 8[th] November, 2024, as disclosed earlier. However the said sale price of the shares of DVL will be updated and determined after approval of the above resolutions by the members and in accordance with Regulation 10(1) (a) of SAST Regulations.

DVL was incorporated on 11[th] May, 1916 under the provisions of the Indian Companies Act, 1913 and is engaged in the business of treasury operations in shares and securities of other bodies corporate and commodity trading, including trading in polyethylene terephthalate resin (“PET resin”). DVL holds, amongst others, substantial investments and 50% stake in IVL Dhunseri Petrochem Industries Private Limited and IVL Dhunseri Polyester Company S.A.E, two companies manufacturing PET resin and 100% stake in Dhunseri Polyfilms Private Limited, a wholly owned subsidiary of the Company, manufacturing Biaxially Oriented Polyproplyne Film (‘BOPET film’). The Authorised Share Capital of DVL is INR 3,51,22,00,000 divided into 35,12,20,000 equity shares of INR 10/- each of and Paid-up Share Capital of DVL is INR 35,02,47,540 divided into 3,50,24,754 equity shares of INR10/- each fully paid up. The annual standalone and consolidated turnover of DVL in the last three Financial Year was as follows:-

Financial Year	Standalone Turnover (INR Lakhs)	Consolidated Turnover (INR Lakhs)
2021-22	18,319.71	26,391.56
2022-23	15,642.97	23,191.09
2023-24	34,954.47	40,348.36

The shares of DVL, a company having major interests in petrochemical business, are proposed to be sold as above as part of reorganisation of the major investment portfolio of the Company. Pursuant to the same, shares in DTIL are also proposed to be purchased, as per item 1 of the business set out in the notice, for consolidating and increasing focus of the Company on its interests in the tea business. The said reorganisation will achieve entity rationalization and enable the said interests in the tea business and investment portfolio of the Company to be held

==> picture [48 x 53] intentionally omitted <==

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

more appropriately and facilitate better control monitoring and management of the same and operational efficiency. The said related party transactions are in the interest of the Company.

Additional Information for approval of proposed material related party transaction as prescribed under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23 of Listing Regulations and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023 is provided in the table below:

S. No.	Particulars	Details
1.	Type, material terms and particulars of the proposed transaction	The transaction involves sale of the Company’s entire shareholding, i.e., 30,78,759 equity shares of Dhunseri Ventures Limited (“DVL”) to Dhunseri Investments Limited (“DIL”), (representing approximately 8.79% of the total issued and paid up equity share capital of DVL), at a price to be determined as per Regulation 10(1) (a)of the SAST Regulations to bepaid in cash.
2.	Name of the Director(s) or Key Managerial Personnel who is related, if any and nature of relationship	Mr. Chandra Kumar Dhanuka, Mr. Mrigank Dhanuka, Mrs. Aruna Dhanuka and Mrs. Bharati Dhanuka are also Directors in Dhunseri Investments Limited and Mr. Chandra Kumar Dhanuka, Mr. Mrigank Dhanuka, Mrs. Aruna Dhanuka formspart of samepromotergroup.
3.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)	Dhunseri Investments Limited (“DIL”) DIL is an Associate Company of the Company.
4.	Tenure of the proposed transaction (particular tenure shall be specified)	Not applicable.
5.	Value of the proposed transaction	The value of the proposed transaction shall be determined as per Regulation 10(1) (a) of the SAST Regulations.
6.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a	The value of this transaction of sale of shares of DVL is expected to be approximately 489% of the audited annual consolidated turnover of the Company for the Financial Year ended on 31 March 2024 subject to determination of final sale price as per Regulation 10(1) (a) of SAST Regulations.

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

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S. No. Particulars Details
subsidiary, such percentage
calculated on the basis of the
subsidiary’s annual turnover
on a standalone basis shall be
additionally provided)
7. If the transaction relates to any Not applicable.
loans, inter-corporate
deposits, advances or
investments made or given by
the listed entity or its
subsidiary:
i. details of the source of funds
in connection with the
proposed transaction;
ii. where any financial
indebtedness is incurred to
make or give loans,
interoperate
deposits, advances or
investments,
 nature of
indebtedness;
 cost of funds; and
 tenure;
iii. applicable terms, including
covenants, tenure, interest rate
and repayment schedule,
whether secured or unsecured;
if secured, the nature of
security; and
iv. the purpose for which the
funds will be utilized by the
ultimate beneficiary of such
funds pursuant to the RPT.
8. Justification as to why the With this proposed sale of equity shares, the
RPT is in the interest of the Company aims at consolidating and increasing
listed entity focus on the interests of the Company in the tea
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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

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S. No. Particulars Details
business and appropriately reorganising the major
investment portfolio of the Company.
9. A copy of the valuation or The value of the transaction shall be determined
other external party report, if based on Regulation 10(1) (a) of the SAST
any such report has been Regulations.
relied upon
10. Percentage of the counter- The value of the transaction is expected to be
party’s annual consolidated approximately 30.53% of the audited annual
turnover that is represented consolidated turnover of the counterparty for the
Financial Year ended on 31 March 2024.
by the value of the proposed
RPT on a voluntary basis
11. The manner of determining The value of the transaction shall be determined
the pricing and other based on Regulation 10(1) (a) of the SAST
commercial terms, both Regulations.
included as part of contract
and not considered as part of
the contract
12. Whether all factors relevant to Yes.
the contract have been
considered, if not, the details
of factors not considered with
the rationale for not
considering those factors
13. Any advance paid/ received Nil
for contracts or arrangements,
if any
14. Any other information that Not applicable.
may be relevant.
----- End of picture text -----

The Share Sale Agreement between the Company and DIL pursuant to which the transaction will be given effect to is available for inspection as mentioned in note (iv) of the notice.

Other than (i) the shareholding held by the promoter/ promoter group, Directors and KMPs of the Company and their relatives in the Company, DIL and DVL as set out in Annexure A to this statement; (ii) common directorship position held by Mr. Chandra Kumar Dhanuka, Mrs. Aruna Dhanuka and Mr. Mrigank Dhanuka in the Company, DIL and DVL; and (iii) common directorship position held by Mrs. Bharti Dhanuka in the Company and DIL, none of the promoter/ promoter group, Directors and KMPs of the Company and their relatives are in any way concerned or interested in the proposed resolution.

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029 Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Accordingly, consent of the members is sought for passing the Ordinary Resolution as set out in Item No. 2 of the accompanying Notice.

By Order of the Board For Naga Dhunseri Group Limited Sd/Nidhi Khaitan Place: Kolkata Company Secretary & Compliance Officer Date: 10[th] December, 2024

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Annexure A

Table A1

Naga Dhunseri Group Limited (“ NDGL ”) - Shareholding Pattern of Promoter/ Promoter Group

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Category & Name of the Type i.e. promoter No. of fully Shareholding as
Shareholders or promoter paid up equity % of total paid up
group entity shares held Share Capital
(except promoter)
Indian
Individuals/Hindu 3,96,848 39.6848
undivided Family
Chandra Kumar Dhanuka Promoter Group 1,61,130 16.1130
As Partner of Sew
Bhagwan & Sons
Aruna Dhanuka Promoter 78,700 7.8700
Chandra Kumar Dhanuka Promoter 48,400 4.8400
Chandra Kumar Dhanuka Promoter Group 43,206 4.3206
As Trustee of Shree
Shaligram Trust
Chandra Kumar Dhanuka Promoter Group 30,300 3.0300
As Trustee of Krishna
Kalindi Trust
Chandra Kumar Dhanuka Promoter Group 30,300 3.0300
As Trustee of Ram Janaki
Trust
Chandra Kumar Dhanuka Promoter Group 3,200 0.3200
Karta of Shankarlal
Chandra Kumar (HUF)
Tarulika Khaitan Promoter Group 1,612 0.1612
Central Government/State
Government(s)
Financial
Institutions/Banks
Any Other (specify)
----- End of picture text -----

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

==> picture [421 x 432] intentionally omitted <==

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Category & Name of the Type i.e. promoter No. of fully Shareholding as
Shareholders or promoter paid up equity % of total paid up
group entity shares held Share Capital
(except promoter)
Bodies Corporate 3,37,692 33.7692
Mint Investments Limited Promoter Group 3,32,210 33.2210
Madhuting Tea Private Promoter Group 5,482 0.5482
Limited
Sub Total (A)(1) 7,34,540 73.4540
Foreign
Individuals (Non-Resident 1,286 0.1286
Individuals/Foreign
Individuals)
Mrigank Dhanuka Promoter 1,286 0.1286
Government
Institutions
Foreign Portfolio Investor
Any Other (specify)
Sub Total (A)(2) 1,286 0.1286
Total Shareholding of 7,35,826 73.5826
Promoter and Promoter
Group (A)=(A)(1)+(A)(2)
----- End of picture text -----

Table A2

Naga Dhunseri Group Limited (“ NDGL ”) - Directors and KMPs

Name and category	No of fully paid up Equity Shares held
Mr. Chandra Kumar Dhanuka-Chairman	Asper Table A1 above
Mrs. Aruna Dhanuka-Director	Asper Table A1 above

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

==> picture [425 x 139] intentionally omitted <==

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Mrs. Bharati Dhanuka-Director Nil
Mr. Mrigank Dhanuka-Director As per Table A1 above
Mrs. Rusha Mitra-Independent Director (ID) Nil
Mr. Anil Bhutoria-ID Nil
Mr. Bhanwar Lal Chandak-ID Nil
Mr. Rajendra Kumar Gupta-ID Nil
Mr. Hari Prasad Bhuwania-Chief Executive Officer 5
Mr. Ayush Beriwala- Chief Financial Officer Nil
Ms. Nidhi Khaitan-Company Secretary Nil
----- End of picture text -----

Note : Mr. Chandra Kumar Dhanuka, Mrs. Aruna Dhanuka, Mrs. Tarulika Khaitan, Mr. Mrigank Dhanuka and Mrs. Bharati Dhanuka referred to in the tables A1 and A2 above are relatives of each other. They hold shares as indicated in the said tables .

Table B1

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Dhunseri Investments Limited (“ DIL ”) - Shareholding Pattern of Promoter/ Promoter Group
Category & Name of the Type i.e. promoter No. of fully paid Shareholding as
Shareholders or promoter up equity shares % of total paid up
group entity held Share Capital
(except promoter)
Indian
Individuals/Hindu 3,86,114 6.3327
undivided Family
Chandra Kumar Dhanuka Promoter Group 2,00,125 3.2823
Karta Of Shankarlal
Chandra Kumar (HUF)
Aruna Dhanuka Promoter 46,262 0.7587
Chandra Kumar Dhanuka Promoter Group 35,000 0.5740
C/O Aman Dhanuka Trust
Chandra Kumar Dhanuka Promoter Group 35,000 0.5740
C/O Ayaan Dhanuka Trust
Chandra Kumar Dhanuka Promoter 27,762 0.4553
Chandra Kumar Dhanuka Promoter Group 23,500 0.3854
C/O Shree Shaligram
Trust
Tarulika Khaitan Promoter Group 6,000 0.0984
Pavitra Khaitan Promoter Group 5,000 0.0820
----- End of picture text -----

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

==> picture [437 x 553] intentionally omitted <==

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Category & Name of the Type i.e. promoter No. of fully paid Shareholding as
Shareholders or promoter up equity shares % of total paid up
group entity held Share Capital
(except promoter)
Mitali Khaitan (Minor) Promoter Group 5,000 0.0820
Represented by Mr.
Haigreve Khaitan Father
& Natural Guardian
Chandra Kumar Dhanuka Promoter Group 2,465 0.0404
C/O Sew Bhagwan &
Sons
Central Government/State
Government(s)
Financial
Institutions/Banks
Any Other (specify)
Bodies Corporate 41,15,680 67.5014
Mint Investments Limited Promoter Group 27,53,704 45.1636
Naga Dhunseri Group Promoter Group 13,16,476 21.5916
Limited
Madhuting Tea Private Promoter Group 45,500 0.7462
Limited
Sub Total(A)(1) 45,01,794 73.8341
Foreign
Individuals (Non-Resident 68,205 1.1186
Individuals/Foreign
Individuals)
Mrigank Dhanuka Promoter 68,205 1.1186
Government
Institutions
----- End of picture text -----

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Category & Name of the Shareholders	No. of fully paid up equity shares held	Shareholding as % of total paid up Share Capital
Foreign Portfolio Investor

AnyOther(specify)

Sub Total(A)(2)	68,205	1.1186

Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	45,69,999	74.9527

Table B2

Dhunseri Investments Limited (“ DIL ”) - Directors and KMPs

==> picture [425 x 182] intentionally omitted <==

----- Start of picture text -----

Name and category No of fully paid up
Equity Shares held
Mr. Chandra Kumar Dhanuka- Chairman As per Table B1 above
Mrs. Aruna Dhanuka- Managing Director & CEO As per Table B1 above
Mrs. Bharati Dhanuka- Director Nil
Mr. Mrigank Dhanuka- Director As per Table B1 above
Mr. Purushottam Jagannath Bhide- ID Nil
Mr. Ramesh Kumar Chandak- ID Nil
Mr. Raj Vardhan Kejriwal- ID Nil
Mr. Rajeev Rungta- ID Nil
Mr. Bhagwati Agarwal - Chief Financial Officer Nil
Ms. Nikita Gupta- Company Secretary Nil
----- End of picture text -----

Note : Mr. Chandra Kumar Dhanuka, Mrs. Aruna Dhanuka, Mrs. Tarulika Khaitan, Mr. Mrigank Dhanuka, Mrs. Bharati Dhanuka, Ms. Pavitra Khaitan and Ms. Mitali Khaitan referred to in the tables B1 and B2 above are relatives of each other. They hold shares as indicated in the said tables.

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NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Table C1

Dhunseri Tea & Industries Limited (“DTIL”) - Shareholding Pattern of Promoter/ Promoter Group

==> picture [437 x 504] intentionally omitted <==

----- Start of picture text -----

Category & Name of the Type i.e. promoter No. of fully Shareholding as
Shareholders or promoter paid up equity % of total paid
group entity shares held up Share Capital
(except promoter)
Indian
Individuals/Hindu undivided 2,37,438 2.2597
Family
Chandra Kumar Dhanuka Karta Promoter Group 1,20,000 1.1420
Of Shankarlal Chandra Kumar
(HUF)
Chandra Kumar Dhanuka, Promoter Group 27,000 0.2570
Trustee, Aman Dhanuka Trust
Chandra Kumar Dhanuka, Promoter Group 27,000 0.2570
Trustee, Ayaan Dhanuka Trust
Aruna Dhanuka Promoter 24,753 0.2356
Chandra Kumar Dhanuka, Promoter Group 14,100 0.1342
Trustee, Shree Shaligram Trust
Chandra Kumar Dhanuka Promoter 13,656 0.1300
Tarulika Khaitan Promoter Group 3600 0.0343
Pavitra Khaitan Promoter Group 3,000 0.0286
Mitali Khaitan (Minor) Promoter Group 3,000 0.0286
Represented by Mr. Haigreve
Khaitan Father & Natural
Guardian
Chandra Kumar Dhanuka, Promoter Group 1,329 0.0126
Partner, Sew Bhagwan & Sons
Central Government/State
Government(s)
Financial Institutions/Banks
Any Other (specify)
----- End of picture text -----

==> picture [48 x 53] intentionally omitted <==

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

==> picture [437 x 477] intentionally omitted <==

----- Start of picture text -----

Category & Name of the Type i.e. promoter No. of fully Shareholding as
Shareholders or promoter paid up equity % of total paid
group entity shares held up Share Capital
(except promoter)
Bodies Corporate 69,67,076 66.3062
Dhunseri Investments Limited Promoter Group 48,09,595 45.7733
Naga Dhunseri Group Limited Promoter Group 9,23,626 8.7902
Dhunseri Ventures Limited Promoter Group 6,75,481 6.4286
Mint Investments Limited Promoter Group 4,44,637 4.2316
Trimplex Investments Limited Promoter Group 86,437 0.8226
Madhuting Tea Private Limited Promoter Group 27,300 0.2598
Sub Total(A)(1) 72,04,514 68.5659
Foreign
Individuals (Non-Resident 34,775 0.3310
Individuals/Foreign Individuals)
Mrigank Dhanuka Promoter 34,775 0.3310
Government
Institutions
Foreign Portfolio Investor
Any Other (specify)
Sub Total (A)(2) 34,775 0.3310
Total Shareholding of Promoter 72,39,289 68.8969
and Promoter Group
(A)=(A)(1)+(A)(2)
----- End of picture text -----

==> picture [48 x 53] intentionally omitted <==

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

Table C2

Dhunseri Tea & Industries Limited (“ DTIL ”) - Directors and KMPs

==> picture [425 x 197] intentionally omitted <==

----- Start of picture text -----

Name and category No of fully paid up
Equity Shares held
Mr. Chandra Kumar Dhanuka- Chairman As per Table C1 above
Mrs. Bharati Dhanuka- Vice Chairman Nil
Mr. Mrigank Dhanuka- Director As per Table C1 above
Mr. Rajiv Kumar Sharma-Director 150
Mr. Vivek Goenka-ID Nil
Prof. Ashoke Kumar Dutta-ID Nil
Mrs. Aaradhana Jhunjhunwala-ID Nil
Mr. Siddhartha Ramuria-ID Nil
Mr. Prakash Chandra Dhandhania- Chief Executive Officer Nil
Mr. Pankaj Prabhat- Chief Financial Officer Nil
Ms. R. Mahadevan- Company Secretary 9
----- End of picture text -----

Note : Mr. Chandra Kumar Dhanuka, Mrs. Aruna Dhanuka, Mrs. Tarulika Khaitan, Mr. Mrigank Dhanuka, Mrs. Bharati Dhanuka, Ms. Pavitra Khaitan and Ms. Mitali Khaitan referred to in the tables C1 and C2 above are relatives of each other. They hold shares as indicated in the said tables.

Table D1

Dhunseri Ventures Limited (“DVL”) - Shareholding Pattern of Promoter/ Promoter Group

==> picture [448 x 173] intentionally omitted <==

----- Start of picture text -----

Category & Name of the Type i.e. No. of fully paid up Shareholding as
Shareholders promoter or equity shares held % of total paid
promoter group up Share Capital
entity (except
promoter)
Indian
Individuals/Hindu undivided
Family 8,47,312 2.4192
Chandra Kumar Dhanuka Promoter Group 4,07,323 1.1630
Karta of Shankarlal Chandra
Kumar (HUF)
Chandra Kumar Dhanuka Promoter 94,047 0.2685
----- End of picture text -----

==> picture [48 x 53] intentionally omitted <==

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

==> picture [448 x 551] intentionally omitted <==

----- Start of picture text -----

Chandra Kumar Dhanuka, Promoter Group 90,000 0.2570
Trustee, Aman Dhanuka
Trust
Chandra Kumar Dhanuka, Promoter Group 90,000 0.2570
Trustee, Ayaan Dhanuka
Trust
Aruna Dhanuka Promoter 82,510 0.2356
Chandra Kumar Dhanuka, Promoter Group 47,000 0.1342
Trustee, Shree Shaligram
Trust
Tarulika Khaitan Promoter Group 12,000 0.0343
Pavitra Khaitan Promoter Group 10,000
0.0286
Mitali Khaitan (Minor) Promoter Group 10,000
represented by Mr. Haigreve 0.0286
Khaitan Father & Natural
Guardian
Chandra Kumar Dhanuka, Promoter Group 4,432 0.0127
Partner, Sew Bhagwan &
Sons
Central Government/State
Government(s)
Financial Institutions/Banks
Any Other (specify)
Bodies Corporate 2,53,04,767 72.2482
Dhunseri Investments Promoter Group 1,97,67,468 56.4386
Limited
Naga Dhunseri Group Promoter Group 30,78,759 8.7902
Limited
Mint Investments Limited Promoter Group 20,79,414 5.9370
Trimplex Investments Promoter Group 2,88,126 0.8226
Limited
Madhuting Tea Private Promoter Group 91,000 0.2598
Limited
Sub Total (A)(1) 2,61,52,079 74.6674
----- End of picture text -----

==> picture [48 x 53] intentionally omitted <==

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Regd. Office: Dhunseri House, 4A, Woodburn Park, Kolkata700020 Phone: 2280-1950(5 Lines); Fax: 91-33-2287 8350 / 9274 Website: www.nagadhunserigroup.com; E-mail: [email protected]

==> picture [448 x 254] intentionally omitted <==

----- Start of picture text -----

Foreign
Individuals (Non-Resident
Individuals/Foreign
Individuals)
Mrigank Dhanuka Promoter 1,15,921 0.3310
Government
Institutions
Foreign Portfolio Investor
Any Other (specify)
Sub Total (A)(2) 1,15,921 0.3310
Total Shareholding of 2,62,68,000 74.9984
Promoter and Promoter
Group (A)=(A)(1)+(A)(2)
----- End of picture text -----

Table D2

Dhunseri Ventures Limited (“DVL”) - Directors and KMPs

==> picture [425 x 213] intentionally omitted <==

----- Start of picture text -----

Name and category No of fully paid up
Equity Shares held
Mr. Chandra Kumar Dhanuka-Executive Chairman As per Table D1 above
Mrs. Aruna Dhanuka-Managing Director As per Table D1 above
Mr. Mrigank Dhanuka-Vice Chairman As per Table D1 above
Mr. Rajiv Kumar Sharma-Director 500
Mr. Ashoke Kumar Dutta-ID Nil
Mr. Bharat Bajoria-ID Nil
Mrs. Anuradha Kanoria-ID Nil
Mr. Raj Vardhan Kejriwal-ID Nil
Mr. Sameer Sah-ID Nil
Mr. Bharat Jhaver-Director Nil
Mr. Vikash Jain-CFO Nil
Mrs. Simerpreet Gulati-CS Nil
----- End of picture text -----

==> picture [48 x 53] intentionally omitted <==

NAGA DHUNSERI GROUP LIMITED

Note : Mr. Chandra Kumar Dhanuka, Mrs. Aruna Dhanuka, Mrs. Tarulika Khaitan, Mr. Mrigank Dhanuka, Mrs. Bharati Dhanuka, Ms. Pavitra Khaitan and Ms. Mitali Khaitan referred to in the tables D1 and D2 above are relatives of each other. They hold shares as indicated in the said tables.

By Order of the Board For Naga Dhunseri Group Limited Sd/Nidhi Khaitan Place: Kolkata Company Secretary & Compliance Officer Date: 10[th] December, 2024

AI assistant

Naga Dhunseri Group Limited — Proxy Solicitation & Information Statement 2024

63930_rns_2024-12-10_62752948-fe80-40f9-81f4-74edb8caa854.pdf

NAGA DHUNSERI GROUP LIMITED

Symbol: NDGL

Sub: Submission of Postal Ballot Notice

For Naga Dhunseri Group Limited

Nidhi Khaitan Company Secretary & Compliance Officer

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NOTICE OF POSTAL BALLOT

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

SPECIAL BUSINESS:

ITEM NO. 1:

APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION WITH DHUNSERI INVESTMENTS LIMITED FOR PURCHASE OF EQUITY SHARES OF DHUNSERI TEA & INDUSTRIES LIMITED:

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION WITH DHUNSERI INVESTMENTS LIMITED FOR SALE OF EQUITY SHARES OF DHUNSERI VENTURES LIMITED:

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NOTES:

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

xii. PROCEDURE FOR E-VOTING:

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

General Guidelines for shareholders

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Annexure A

Table A1

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Table A2

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

NAGA DHUNSERI GROUP LIMITED

CIN: L01132WB1918PLC003029

Table B2

Naga Dhunseri Group Limited Proxy Solicitation & Information Statement 2024