The Directors have pleasure in presenting their Forty-Nineth Annual Report together with
the Audited Financial Statements of the Company for the year ended 31^st March, 2026.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and
Rules framed thereunder , the Annual Return as on 31^st March, 2026 is available on the
company's website at http://www.warrentea.com/Documents/mgt7 202526.pdf

Meeting of Board of Directors and its Committees

The details of the composition, number and dates of meetings of the Board and Committees
held during the financial year 2025-26 are provided in the Report on Corporate Governance
forming part of this Annual Report. The number of meetings of Board/ Committees
attended by each Director during the financial year 2025-26 are also provided in the
Report on Corporate Governance which forms an integral part of this report and is annexed
hereto. The Board of Directors held eight meetings during the year on 1^st April, 2025, 20^th
May, 2025, 17^th June, 2025, 30^th June, 2025, 1^st August, 2025, 13^th November, 2025, 10^th

February, 2026 and 31^st March, 2026. The Independent Directors of the Company have held
two separate meetings during the financial year 2025-26 on 30^th June, 2025 and 10^th
February, 2026 details of which are also provided in the Report on Corporate Governance.

There have been no instances where the Board of Directors of the Company have not
accepted the recommendations of Audit Committee.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibilities for ensuring compliance with the
provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013,
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and in the preparation of the Annual Accounts for the year ended on 31^st
March, 2026 and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2026, the
applicable Indian Accounting Standards (Ind AS) have been followed and there are
no material departures therefrom;

b) the Directors had selected such accounting policies and applied them consistently in
accordance with applicable provisions and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the performance of the Company
for that period;

Directors' Report (including Management & Discussion Analysis Report) (Continued)

c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

Independent Directors' Declaration

The declarations required under Section 149(7) of the Companies Act, 2013and Regulation
25(8) of SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 (Listing
Regulations) from the Independent Directors of the Company confirming that they meet
the criteria of independence under Section 149(6) of the Companies Act, 2013, have been
duly received by the Company along with a declaration of compliance of sub-rule (1) and sub¬
rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent
directors have also complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and Code of Conduct for Directors and senior management
personnel. In the opinion of the Board, there has been no change in the circumstances which
may affect their status as Independent Directors of the Company.

Particulars of loans, guarantees and investments

The Particulars of loans given by the Company pursuant to Section 186 of the Companies
Act, 2013 are covered in Notes 5 & 12 of the Notes to the Financial Statements.

The Company has not given any guarantee.

Particulars of investments made by the Company as required to be disclosed in terms of
Section 134(1)(g) of the Companies Act, 2013 is given in Note 4 & 9 of the Notes to the
Financial Statements.

Related Party Contracts

All Related Party transactions entered into by the Company with related parties during the
financial year under review, were conducted on an arm's length basis, and in the ordinary
course of business and are in compliance with the applicable provisions of the Act and the
Listing Regulations, details of which are set out in the Notes to Financial Statements
forming part of this Annual Report.

All the transactions have been duly evaluated by the Audit Committee and Board and have
been found beneficial for the Company. These transactions were inter alia based on various
considerations such as business exigencies, synergy in operations and resources of the
related parties.

Further, during the year under review, the Company has entered into
contracts/arrangements/transactions with a related parties with effect from 1^st April,
2026 which qualify as material in accordance with the Policy of the Company on materiality
of related party transactions. There are no materially significant related party transactions
that may have potential conflict with interest of the Company at large.

No transactions were carried out during the year which requires reporting in Form AOC - 2
pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014.

Financial Summary, highlights and State of the Company's Affairs

Your company may witness a year of significant corporate restructuring and strategic
transition rather than merely routine income generation from investments and deposits .

During the year under review, based on the recommendations of the Committee of
Independent Directors and the Audit Committee, the Board of Directors of your Company
has approved the Scheme of Arrangements/Amalgamation of Warren Tea Limited ("the
Transferor Company") with and into Maple Hotels & Resorts Limited ("the Transferee
Company") and their respective shareholders at their meeting held on Monday, June 30,
2025 subject to necessary statutory and regulatory approvals from the concerned
authorities.

The most important development is the proposed Scheme of Amalgamation between Warren
Tea Limited and Maple Hotels & Resorts Limited. The NCLT, Kolkata Bench, has directed
meetings of Shareholders and Creditors for approval of the Draft Scheme of
Amalgamation. The amalgamation proposal appears to indicate a broader long-term strategy
involving consolidation, diversification and possible unlocking of asset value to bring in a
sustained management focus on corporate reorganisation during the year.

Another noteworthy development is the management transition within the company. Mr.
Vinay Kumar Goenka stepped down as Executive Chairman while continuing as a Non¬
Executive Director, and the appointment of Mr. Vivek Goenka as Vice Chairman & Managing
Director. signifying generational or strategic leadership restructuring aligned with the
proposed amalgamation and future business direction.

Your company is expected to continue with allied activities; however, the management
attention during the year may substantially revolve around:

• implementation of the amalgamation scheme,

• compliance with NCLT and SEBI requirements,

• restructuring of management and governance,

• optimisation of assets and investments,

• exploration of diversified or hospitality-linked business opportunities through the
merged structure.

In view of volatility in tea prices, rising operating costs and broader economic uncertainty,
the company may increasingly rely upon strategic restructuring, treasury strength and
diversified income generation to improve long-term sustainability. The overall tone suggests
that FY 2026-27 could become a transformational year for Warren Tea Limited from both
structural and managerial perspectives.

Delisting of Equity Shares

Further to our earlier intimation in previous year, where we have informed you about the
approval from Board of Directors for Voluntary Delisting of equity shares of the Company
from The Calcutta Stock Exchange Limited ("CSE") only in compliance with Regulation 6 of
the Securities and Exchange Board of India (Delisting of Equity Shares) Regulation, 2021
and subsequent amendments thereto ("SEBI Delisting Regulations").

During the year under review, The Calcutta Stock Exchange Limited vide their Notice no.
CSE/LD/16778/2025 dated 26^th May, 2025 uploaded on the Calcutta Stock Exchange
Limited's website wherein they have mentioned delisting of Warren Tea Limited from the
official list of the Exchange consequent upon the approval of delisting by the Exchange with
effect from 27^th May, 2025.

As informed, since the equity shares of the Company would remain to be listed on Stock
Exchange having nationwide trading terminal, i.e. BSE Limited, therefore no exit opportunity
has been given to the shareholders of the Company as per the SEBI Delisting Regulations.

Subsidiaries, Associates or Joint Venture

As on 31^st March, 2026, Company does not have any Subsidiary/Joint Ventures.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and
Associate Companies during the year.

The Company as on 31^st March, 2026 has one associate company namely, Maple Hotels &

Resorts Limited.

During the year under review, the travel and tourism Industry continued stable growth and
so do the hospitality Industry, the turnover of Maple Hotels & Resorts Limited has grown
from Rs. 2471.52 lakhs in previous year to Rs. 2648.04 lakhs. A growth of around 7%.

The Company has launched a new brand VINN BY VESTA in mid market hotel segment and
has already acquired two properties - VINN Jagrati by Vesta and VINN Signature Prime by
Vesta, both in the city of Jaipur under Management Contract Mode.

The Company has incurred substantial expenditures in its marketing efforts - both online
and offline to establish its strong Brand presence both for ’Vesta' and ’VINN by Vesta' and
to get a fair visibility in the market. The Company has also strived its best to improve to its
standard of properties and of hospitality to a different level in all its properties. These
efforts are expected to get improved result in future years.

These efforts also came at a cost, thereby having a marginal decline in Profit Before Tax to
Rs. 284 lacs in the current year from Rs. 300 lacs in the previous year inspite of an increase
in revenue by 7%.

Internal Control Systems

Your Company has in place adequate system of Internal Control at all levels of Management
and commensurate with its size and nature of operations and they are regularly reviewed
for effectiveness by firms of practising Chartered Accountants. The details in respect of
the Internal Control Systems and their adequacy are set out in the Management Discussion
and Analysis Report forming part of the Board's Report. The Audit Committee of the Board
review on the Internal Audit Report and corrective action taken on the findings are also
reported to the Audit Committee.

Statutory Auditors and Auditors' Report
Auditors

The present Statutory Auditors, Messrs Garv& Associates, Chartered Accountants, (Firm
Registration No 301094E) had been appointed as Statutory Auditors of the Company at the
Forty fourth Annual General Meeting held on 15^th September, 2021 to hold office till the
conclusion of the Forty ninth Annual General Meeting. In terms of the relevant provisions of
the Companies Act, 2013 and the Rules framed thereunder, Messrs. Garv& Associates can
be reappointed as Statutory Auditors to hold office for five consecutive years from the
conclusion of Forty Ninth Annual General Meeting subject to approval of the shareholders
at the ensuing Annual General Meeting and being eligible have offered themselves for
reappointment. The Audit Committee has recommended their reappointment to hold office
till the conclusion of Fifty Fourth Annual General Meeting and your Directors consider such
reappointment to be beneficial for your Company. Requisite letter pursuant to Section 139
and 141 of the Companies Act, 2013 from Messrs. Garv & Associate, Chartered Accountants
(Registration No. 301094E) about their consent and eligibility for appointment as Statutory
Auditors has been received by the Company.

Your Company's Statutory Auditors, Messrs GARV & Associates, Chartered Accountants
(Firm Registration No. 301094E) have submitted their Report in respect of the financial
year 2025-26 under Section 143 of the Companies Act, 2013.

The report of the Statutory Auditors during the year under review does not contain any
qualification, reservation or adverse remark or disclaimer.

The Notes to the Financial Statements are also self-explanatory and do not call for any
further comments.

Maintenance of Cost Records

Your Company has exited from tea plantation business. Consequently, the provisions of the
Companies Act, 2013 with regard to maintenance of cost records as specified by the Central
Government under sub-section 1 of Section 148 of the Companies Act, 2013 are not
applicable.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and in terms of SEBI (LODR) (Third Amendment)
Regulations, 2024 w.e.f. 13.12.2024, the Board of Directors at their meeting held on 20^th
May, 2025 based on the recommendation of the Audit Committee have appointed to carry
out the Secretarial Audit including Secretarial Compliance Audit M/s. MKB & Associates,
Company Secretaries (Firm Registration No. P2010WB042700) in practice, holding a valid
certificate of peer review issued by the Institute of Company Secretaries of India as the
Secretarial Auditors of the Company w.e.f. 1^st April, 2025 until 31^st March, 2030 for a
period of 5 years commencing from the conclusion of 48^th Annual General Meeting till the
conclusion of the 53^rd Annual General Meeting, which was approved by the shareholders at
the 48^th Annual General Meeting of the Company.

The Secretarial Audit Report certified by Messrs MKB & Associates in the specified Form
MR-3 is annexed to this Report as Annexure A which is self-explanatory and does not
contain any qualification, reservation or adverse remark or disclaimer.

Furthermore, the Secretarial Auditor, Messrs. MKB & Associates, Practising Company
Secretaries have also certified the compliance as per the SEBI (Listing Obligations and
Disclosure requirements) (Amendment) Regulations, 2018 and same has been intimated to
the Stock Exchanges within the stipulated time.

None of the Auditors of the Company have reported any fraud during the year under review.
Resume of Performance

During the financial year 2025-2026, the Company recorded a moderate operational
performance amidst challenging market conditions and strategic corporate developments.
The Company continued to derive stable revenue streams from its core treasury and
property-related activities. Income from investments stood at INR 17.89 lacs, interest
income from deposits amounted to INR 61.02 lacs, interest from other advances and
financial assets aggregated INR 34.07 lacs, while rental income contributed INR 56.25 lacs
during the year under review.

The year was also marked by significant strategic initiatives undertaken by the Company
towards its proposed merger with an associate company. Considerable progress was achieved
in this regard, including initiation of regulatory and statutory processes and applications
before the relevant authorities. Consequently, expenditure on professional consultancy,
valuation exercises, legal documentation and allied advisory services increased during the
year.

The financial markets witnessed substantial volatility during the period, particularly
following the onset and continuation of the West Asia crisis, which adversely impacted
capital markets globally. The Company's investment portfolio, comprising mutual funds and
equity instruments, suffered erosion in market value due to the overall downturn in
investment sentiment and valuation corrections across sectors. The resultant diminution in
the value of investments adversely affected the Company's overall income profile and led to
losses being incurred during the year.

Despite these temporary setbacks arising out of adverse external economic conditions and
strategic restructuring expenses, the management remains optimistic regarding the long¬
term prospects of the Company, especially in view of the proposed merger and anticipated
synergies therefrom.

Revenue

The Company has earned revenue from interest on its inter corporate deposits, term
deposits with banks, mutual funds. The total revenue earned during the year under review

was to the tune of Rs 169.23lacs.

Income during the Financial Year 2025-26

Exports

Export of teas as Merchant Exporters in on the anvil. There have been no exports during
the year under review.

Proposed Merger with and into Maple Hotels & Resorts Limited

During the year under review, based on the recommendations of the Committee of
Independent Directors and the Audit Committee, the Board of Directors of your Company
has approved the Scheme of Arrangements/Amalgamation of Warren Tea Limited ("the
Transferor Company") with and into Maple Hotels & Resorts Limited ("the Transferee
Company") and their respective shareholders at their meeting held on Monday, June 30,
2025 subject to necessary statutory and regulatory approvals from the concerned
authorities. Application has been filed with the only Stock Exchange i.e. BSE Limited where
the equity shares of the Company are presently listed, before filing the Draft Scheme of
arrangement with the National Company Law Tribunal (NCLT).

The Scheme would unlock value of Hotel Business for existing shareholders of the
Transferee Company through independent market driven valuation of their shares, which will
be listed pursuant to the Scheme, alongwith the option and flexibility to remain invested in
a pure play hospitality focused listed entity. In addition, the shareholders of the
Transferor Company shall gain exposure to the hospitality sector by virtue of the
Transferee Company's ownership and registration of the Trade Mark "Vesta Hotels &
Resorts". The registration of the trademark empowers the shareholders of the Transferor
Company with enhanced strategic influence in the brands future direction and serves as a
valuable asset, conferring significant brand - related advantages to the shareholders of the
Transferor Company.

The Scheme is subject to the necessary approvals from shareholders, creditors and the
National Company Law Tribunal (NCLT). Your Company has received the observation letter
pursuant to the Scheme of Amalgamation of Warren Tea Limited ("the Transferor
Company") with Maple Hotels & Resorts Limited ("the Transferee Company") and their
respective shareholders and creditors under Regulation 37 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and
Section 230 to 232 and Section 66 and other applicable provisions of the Companies Act,
2013 on 2^nd February, 2026.The appointed date under the scheme is 1^st April, 2025.

The Hon'ble NCLT vide its Order dated on 28^th April, 2026 has issued directions for
convening meeting of Equity Shareholders of the Transferor Company and Transferee
Company at 11.30 AM and 12.30 PM respectively on 18^th June, 2026.

Further, the meeting of Unsecured Creditors of Transferee Company shall be held and
convened through virtual mode on 18^th June, 2026 at 1.30 PM.

Prospects

The outlook for the ensuing financial year remains cautiously optimistic despite continuing
uncertainties in the global economic environment arising from the international oil crisis and
geopolitical tensions affecting markets worldwide. The Company expects its core streams of
income, namely rental income and interest earnings from deposits and financial assets, to
continue providing stability and liquidity support.

The proposed merger with the associate company is expected to progress further during
the coming year and, upon successful implementation, may create operational and financial
synergies, strengthen the Company's asset base and improve long-term value creation
prospects. While professional and compliance-related expenditures connected with the
merger process may continue in the near term, the management believes such expenditure
would be beneficial in the long run.

The Company also remains hopeful that stability in the capital markets and improvement in
investor sentiment may gradually restore the value of its investment portfolio, which had
suffered due to adverse market conditions triggered by the West Asia conflict and
volatility in crude oil prices. Subject to normalization of market conditions, the Company
expects improved financial performance and better income realization in the forthcoming
year.

Dividend

Your Directors are of the view that considering performance for the year it would not be
prudent to declare any dividend for the year under review.

Material changes and commitments consequent to year end

No material changes and commitments have occurred from the date of close of financial
year till the date of this Report, which might affect the financial position of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and

outgo are as follows:

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy:

The Company does not have any manufacturing activity and consumption of
energy is strictly restricted to office purpose and efforts are made to
keep consumption levels as low as practicable.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

During the year under review there has not been much scope to take
steps for utilizing alternate source of energy by your Company.

(iii) The capital investment on energy conservation equipments :

As already mentioned above, the electricity consumption required for the
use and running of office is kept as low as is practicable.

(B) Technology absorption -

(i) The efforts made towards technology absorption;

(ii) The benefits derived like product improvement, cost
reduction, product development or import substitution;

(iii) In case of imported technology (imported during the

last three years reckoned from the beginning of the Your Company

Financial Year) - is not engaged

(a) the details of technology imported; in any

manufacturing

(b) the year of import; activity and

hence not

(c) whether the technology been fully applicable.

absorbed;

y

(d) if not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof; and

(iv) The expenditure incurred on Research and Development: NIL

(C ) Foreign exchange earnings and outgo :

i) Foreign exchange earnings and outgo :

Activities relating to exports : development of new export markets for
products and services ; exports plans;- NIL

ii) Total Foreign exchange used and earned :

Foreign exchange - Earned - NIL

- Outgo 2.55 lacs

Risk Management

The Company has adopted and implemented a Risk Management Policy after identifying
various risk which the Company encounters with. The Risk Management Committee reviews
the risk assessment and minimization procedure in the light of the Risk Management Policy
of the Company. Details of Risk Management Committee are given separately in the
Corporate Governance Report at Annexure 'C' to this Report. In the opinion of the Board
there is no such risk which may threaten the present existence of the Company.

Corporate Social Responsibility

Corporate Social responsibility forms on integral part of your Company's business activities.
The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are :

- Formulate and recommend to the Board, the CSR Policy

- Recommend the amount of expenditure to be incurred on the activities undertaken

- Monitor the CSR Policy of the Company from time to time

- Review the performance of the Company in the area of CSR including the evaluation
of the impact of the Company's CSR activities

- Review the Company's disclosure of CSR matters.

The Policy is also available on the Company's website at www.warrentea.com. The CSR
Committee of the Board as on 31^st March, 2026 comprised of Mr. Kunal R. Shah, Chairman,
Mr. Vinay K. Goenka, Mrs. Atrayee Ghosal, Mr. Indraneel Banik and Mrs. Soma Chakraborty
members. Mr. Kunal R. Shah and Mrs. Atrayee Ghosal are independent Directors.

Board Evaluation

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made
thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note on
Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has
framed a policy for evaluating the annual performance of its Directors, Chairman, the Board
as a whole and the various Board Committees. The Nomination and Remuneration Committee
of the Company has laid down parameters for performance evaluation in the policy.

The Board also evaluated the performance of each of the Directors, the Chairman, the
Board as whole and all committees of the Board. The process of evaluation is carried out in
accordance with the Board Evaluation Policy of the Company and as per the criteria laid
down by the Nomination and Remuneration Committee. The Board members were satisfied
with the evaluation process.

Separate Meeting of the Independent Directors

The Independent Directors of the Company met separately on 30^th June, 2025 and 10^th
February, 2026 without the presence of Non-Independent Directors. All the Independent
Directors were present at the meeting. Following matters were, inter-alia, reviewed and
discussed in the meeting :

- Performance of Non-Independent Directors and the Board of Directors as a whole.

- Performance of the Chairman of the Company after taking into account the views of
Executive and Non-Executive Directors.

- Assessment of the quality, quantity and timeliness of flow of information between
the Company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

Audit Committee

The details of the Committee alongwith composition of Company's Audit Committee and
meetings held is included in the Corporate Governance Report. During the year there were
no instances where the Board had not accepted the recommendations of the Audit
Committee. Further details of the Committee relating to their terms of reference,
composition and meetings held during the year, are included in the report on Corporate
Governance in Annexure C to this Report.

Whistle Blower Policy - Vigil Mechanism

The Company has established an effective vigil mechanism for directors and employees with
a view to report their genuine concerns about unethical behaviour, actual or suspected fraud
/or violation of Company's code of conduct/leak of unpublished price sensitive information.
The Audit Committee of the Board monitors and oversees such Vigil Mechanism of the
Company. It is also confirmed that no personnel has been denied access to the audit
committee during the year under review.

A detailed policy related to the Whistle Blower - Vigil Mechanism is available at Company's
website at www.warrentea.com

Nomination and Remuneration Committee and Policy

The details of the Committee alongwith the composition and meetings held during the year
under review are provided in the Report on Corporate Governance forming part of this
Report. It recommends to the Board, inter alia, the Remuneration Package of Directors and
Key and other Senior Managerial Personnel. Further details relating to the Committee are
set out in the Report on Corporate Governance in Annexure ’C' to this Report.

The policy for evaluation of Directors which contains evaluation criteria; such criteria
include contributing to, monitoring and reviewing etc. and has acted upon the same. The
particulars required to be furnished relating to the Policy on Directors' appointment and
remuneration including criteria for determining qualification, positive attributes and
independence of a Director and other related matters including remuneration of employees
has been uploaded on the website of the Company, which can be accessed under the
weblink:https://www.warrentea.com/Documents/nomination remuneration policy.pdf

The Company's Policy on Director's appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
Report.

Stakeholders Relationship Committee

Details of the Committee alongwith composition and meetings held during the year under
review are provided in the Report on Corporate Governance in Annexure C to this Report.

Change in nature of Business, if any

During the year under review, there has been no change in the nature of business of the
Company during the financial year 2025-26.

Statement of compliance of applicable Secretarial Standards

During the year under review, your Company has duly complied with the applicable
Provisions of the Secretarial Standards issued by the Institute of Company Secretaries of

India (ICSI).

Directors and Key Managerial Personnel

In accordance with the Articles of Association of the Company, Mrs. Soma
Chakraborty(DIN : 08825627), Executive Director & Company Secretary of the Company
retires by rotation at the 49^thAnnual General Meeting and being eligible has offered
herself for reappointment.

i) During the year under review, at the meetings of the Nomination and
Remuneration Committee and Audit Committee both held on 31^st March, 2026, the
Committees recommended that the resignation of Mr. Vinay K. Goenka (Mr.
Goenka) Executive Chairman (DIN : 00043124) of the Company would be with
effect from the closure of business hours of 31^st March, 2026 and continuation
as Non Executive Director designated as "Chairman" of the Company with effect
from 1^st April, 2026 subject to approval of members of the Company on the terms
and conditions of appointment or reimbursement related to his reappointment
with effect from 1^st April, 2026 as mutually agreed between Mr. Goenka and the
Company.

ii) The Board of Directors at its meeting held on 31^st March, 2026 following the
recommendations of the Nomination and Remuneration Committee and Audit
Committee and subject to approval of the members of the Company through
Postal Ballot Process, has appointed Mr. Vivek Goenka (DIN: 00042285), President
of the Company as Whole time Director of the Company with the designation as
Vice Chairman & Managing Director for a period of three years commencing from
1^st April, 2026.

iii) The Board of Directors at its meeting held on 28^th March, 2024 following the
recommendations of the Nomination & Remuneration Committee and Audit
Committee and approval of the members of the Company held on 27^th June, 2024
has appointed Mr. Indraneel Banik (DIN : 09687872) as Whole Time Director of
the Company with the designation as Executive Director & Chief Financial Officer
for a period of three years commencing from 1^st April, 2024. In accordance with
the Article of Association of the Company, Mr. Indraneel Banik retired by
rotation at the 49^th Annual General Meeting and being eligible reappointed at
Annual General Meeting held on 2^nd September, 2025.

iv) The Board of Directors at its meeting held on 20^th May, 2025, following the
recommendations of the Nomination and Remuneration Committee and the
approval of the members of the Company held on 2^nd September, 2025 hadre-
appointed Mr. Kunal R. Shah (DIN : 00125448), as Independent Director of the
Company to hold office for the second term of five years commencing from June
29, 2026 to June 28, 2031.

The Key Managerial Personnel of the Company are Mr. Vinay K Goenka, Mrs. Soma
Chakraborty and Mr. Indraneel Banik.

The Company has received declarations from its Independent director under Section 149(7)
confirming that they meet the criteria of independence as provided in sub-section (6) of
section 149 of the Companies Act, 2013.

None of the Directors of the Company is disqualified for being appointed as Director, as
specified under Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

The Board is satisfied of the integrity, expertise and experience (including proficiency) in
terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board. The Independent Directors have also declared that they have
registered their name with the data bank maintained by the Indian Institute of Corporate
Affairs as required under the provisions of section 150 of the Act read with Rule 6(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014.

Personnel

The information of employees and managerial remuneration, as required under Section
197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other details are annexed herewith
and forms part of this Report (Annexure B).

Your Company treats its human capital as its most important asset. Your Company maintains
harmonious relationship with the employees.

Industrial relations remained cordial throughout the year and your Board of Directors
thank employees at all levels for their valuable service and support during the year. Your
Company is committed to provide a work environment which ensures that every woman
employee is treated with dignity, respect and equality. As per the requirements of Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH), your Company has also established a policy to prevent sexual harassment of its
women employees. The policy allows every employee to freely report any such act with the
assurance of prompt action to be taken thereon. The Company has always believed in a
policy against sexual harassment which has also found its place in the governing Codes of
Conduct and Ethics applicable to its employees which includes a mechanism to redress such
complaints.

Further, the Company has in place Internal Complaints Committee for Kolkata and your
Company had complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

Following are the particulars relating to complaints handled by the Company
during the year:

Number of complaints of Sexual Harassment received/filed and disposed off
during the year and pending as on end of financial year . : Nil

Corporate Governance

The Company has complied with the Corporate Governance requirements under the Act and
as stipulated under Regulation 17 to Regulation 27 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate
Report on Corporate Governance in terms of Regulation 34(3) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is also provided in Annexure C to this Report. The Company has also obtained a
Certificate from the Statutory Auditors regarding compliance of conditions of corporate
governance. The certificate is annexed to the report on Corporate Governance.

Management Discussions and Analysis Report

In order to avoid duplication between the Director's Report and Management Discussions &
Analysis, your Directors give a composite summary of the business and functions of the
Company in the following pages.

Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 stipulates disclosure under specific heads which
are given in the following paragraphs and which continue to be followed in the usual course
of the Company's business over the years in discussion amongst the Directors and Senior
Management Personnel.

1. (a) Industry Structure and Developments

The Company presently operates substantially as an investment and treasury-
oriented enterprise with income streams arising from investments, deposits,
advances and rental assets. During the year under review, the Indian financial
markets witnessed heightened volatility owing to geopolitical tensions in West Asia,
persistent inflationary pressures and the resultant uncertainty in crude oil prices
and global capital flows. These developments adversely affected the valuation of
equity shares and mutual fund investments across industries. Simultaneously, the
regulatory environment under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 continued to evolve with
greater emphasis on governance, transparency and restructuring compliance.

The Company also undertook substantial initiatives towards amalgamation with its
associate entity, namely Maple Hotels & Resorts Limited, and made considerable
progress in relation thereto including applications before regulatory and judicial
authorities. The proposed scheme of arrangement and merger received procedural
advancement including directions for meetings of shareholders and creditors
pursuant to proceedings before the National Company Law Tribunal (NCLT).

(b) Opportunities and threats

The proposed merger presents a significant opportunity for diversification,
consolidation of resources and unlocking of long-term value through operational and
financial synergies. The management expects that the amalgamation, upon obtaining
requisite approvals, may broaden the Company's asset base and business
opportunities while improving operational flexibility.

At the same time, the Company remains exposed to fluctuations in capital markets,
changes in interest rate cycles, volatility in investment valuations and macroeconomic
uncertainties arising from geopolitical disturbances including the ongoing West Asia
crisis and global oil market disruptions. Rising inflationary pressures and uncertain
market sentiments may continue to impact investment returns and treasury income in
the near term.

(c) Segment-wise or Product-wise Performance

The Company's principal income during the year arose from treasury and property-
related activities. Income from investments amounted to approximately INR 17.89
lacs, while interest income from deposits aggregated approximately INR 61.02 lacs.
Interest income from other financial assets and advances stood at approximately
INR 34.07 lacs and rental income contributed approximately INR 56.25 lacs during
the year under review.

The investment portfolio of the Company experienced adverse mark-to-market
valuation impacts owing to the broad-based correction in capital markets and decline
in mutual fund and equity valuations during the year. Consequently, despite stable
recurring income from deposits and rental assets, the Company incurred losses for
the financial year.

(d) Outlook

The Company remains cautiously optimistic regarding the forthcoming financial year.
Stable recurring income from rent and interest-bearing financial assets is expected
to continue supporting liquidity and operational sustainability. Further, the proposed
merger with Maple Hotels & Resorts Limited is expected to create long-term
strategic advantages and strengthen the Company's future prospects.

Subject to improvement in macroeconomic conditions and stabilization of global
geopolitical tensions, the management anticipates gradual recovery in capital markets
and corresponding improvement in the valuation of the Company's investment
portfolio. The Company also expects that completion of the restructuring process
may open new avenues of growth and diversification.

(e) Risks & Concerns

The Company is exposed to market risks associated with fluctuations in equity and
mutual fund valuations, interest rate movements and macroeconomic instability.
Geopolitical developments, including the international oil crisis and conflicts in West
Asia, continue to affect investor confidence and financial markets globally.

The Company also faces regulatory and procedural risks relating to the proposed
merger and restructuring process, including receipt of statutory, judicial and
regulatory approvals within expected timelines. In addition, prolonged volatility in
financial markets may continue to impact profitability and investment returns.

(f) Internal Control Systems & their Adequacy

The Company maintains adequate internal control systems commensurate with the
size, nature and complexity of its operations. Internal controls are designed to
provide reasonable assurance regarding safeguarding of assets, maintenance of
proper accounting records, accuracy and completeness of financial reporting and
compliance with applicable laws and regulations.

The Company follows established procedures for authorization, recording and
monitoring of financial transactions and has implemented checks and controls over
treasury operations, accounting processes and statutory compliance. Internal
financial controls are periodically reviewed by management and auditors to ensure
their effectiveness and adequacy.

(g) Financial Discussion on Performance with respect to Operational Performances

During the financial year under review, the Company earned moderate recurring
income from treasury operations and rental activities. However, profitability was
adversely affected due to diminution in the value of investments resulting from
volatility in the capital markets triggered by geopolitical tensions and the global oil

crisis.

Further, the Company incurred increased expenditure towards consultancy fees,
valuation reports, legal and professional charges and other compliance-related costs
in connection with the proposed amalgamation and restructuring exercise. These
extraordinary and strategic expenditures, coupled with depressed market
conditions, contributed significantly to the losses reported during the year.

Despite the short-term financial impact, the management believes that the
restructuring initiatives undertaken during the year are expected to strengthen the
Company's long-term financial and operational position.

(h) Material Developments in Human Resources/Industrial Relations Front including
number of people employed

The Company continued to maintain cordial and harmonious industrial relations
during the year. Given the limited and specialized nature of its operations, the
Company operates with a lean organizational structure comprising managerial,
accounting, secretarial and administrative personnel.

There were no significant industrial disputes or labour issues during the year under
review. The Company continues to focus on employee engagement, regulatory
compliance and maintenance of an efficient and professional work environment. The
number of employees remained broadly stable during the year, commensurate with
the miniscule scale and requirements of operations.

(i) Details of significant changes in Key Financial Ratios along with detailed explanations
therefor.

Details of significant changes (25% or more as compared to the immediately
previous Financial Year) in key financial ratios in 2025-26

(j) Details of Changes in Return on Net Worth as compared to the immediately previous
financial year along with a detailed explanation thereof.

The Return on Net Worth for the year was 0.72% as compared to (0.98%) in the
immediate previous financial year.

As the Company has consolidated and strengthened its financial position by disposing
off all its existing four tea estates, the Return on net worth shows the positive trend.

Disclosure of Accounting Treatment

In the preparation of Financial Statements, no treatment different from that prescribed in
an Accounting Standard, has been followed.

Compliance of Maternity Benefits Act,1961

Your Company is in compliance with the provisions of the Maternity Benefits Act,1961 for
the year ended 31st March, 2026.

Secretarial Standards

The company has complied with Secretarial Standards relating to General Meetings and
Board Meetings as issued by Institute of Company Secretaries of India.

Certifications

A Declaration affirming compliance with the Code of Conduct of the Company and Auditor's
Certificate of compliance with the conditions of Corporate Governance are collectively
annexed in Annexure C to this Report.

General Disclosures

Your Directors state that :

1. There is no change in the share capital of the Company during the year.

2. No amount is proposed to be transferred to General Reserve during the year.

3. The Company has not issued equity shares with differential rights as to dividend,

voting or otherwise.

4. During the year under review, no application has been made or any proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

5. During the year under review, there were no instance of one-time settlement with
banks or financial institutions and hence the differences in valuation as enumerated
under Rule8 (5) (xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals
impacting going concern status and status of company's operations in future.

Indraneel Banik Soma Chakraborty

Executive Director & Executive Director &

Chief Financial Officer Company Secretary

DIN : 09687872 DIN : 08825627

25^th May, 2026 M. No. A11108