The Directors have pleasure in presenting their Forty-Eighth Annual Report together with
the Audited Financial Statements of the Company for the year ended 31^st March, 2025.

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, 2025 is available on the
company's website at https://www.warrentea.com/Documents/mgt7 202425.pdf.

Board Meeting

The details of the composition, number and dates of meetings of the Board and Committees
held during the financial year 2024-25 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 2024-25 are also provided in the
Report on Corporate Governance. The Board of Directors held five meetings during the year
on 14^th May, 2024, 12^th August, 2024, 11^th November, 2024, 13^th February, 2025 and 12^th
March, 2025. The Independent Directors of the Company have held one separate meeting
during the financial year 2024-25 on 13^th February, 2025 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, 2025 and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, 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;

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 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, the Company has not entered into any contracts/arrangements/transactions with
related parties 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 has disposed off and exited from the tea plantation business. Efforts are
continuing to consolidate its financial position including containment and optimization of
liabilities and to improve the overall performance. Further efforts are being made with the
professional services to enter into new area of business i.e.

i) Tea marketing in selected districts as well as

ii) To carry on tea business as Merchant Exporters.

However due to border skirmish aggravating to war in between Ukraine and Russia and in
the West Asia alongwith consequent fallout in and around the region, the company's
merchant exporting plans are put on hold . The Company has been looking into logistics,
guidelines issued anew by food safety authority, identifying quality tea producers, engaging
with service venders for warehousing, transportation, packeting, labeling, etc. , besides
brand promotion work , which have taken its toll , as the Company is foraying into newer
channels of retail marketing . This entailed most of the year under review. The Company
meanwhile stayed afloat with revenue from interest on its inter corporate deposits , term
deposits with banks, mutual funds .

Delisting of Equity Shares

During the year under review, The Board of Directors of the Company at its Meeting held
on March 12, 2025, have considered and approved the voluntary delisting of equity shares
of the Company from the Calcutta Stock Exchange Limited only, in compliance with
Regulation 6 of the Securities & Exchange Board of India (Delisting of Equity Shares)
Regulations 2021 and subsequent amendment thereto ("SEBI Delisting Regulations").
However, the Company would continue to remain listed on the Stock Exchange which has
nationwide trading terminal i.e. Bombay Stock Exchange Limited.

As per the SEBI delisting Regulations, Company's securities can be delisted from Calcutta
Stock Exchange Limited as the equity shares of the Company are listed and will continued to
be listed at Stock Exchange having nationwide trading terminal i.e. Bombay Stock Exchange
Limited. Since there is no trading in the equity shares of the Company listed on the Calcutta
Stock Exchange Limited for several years and hence the benefits accruing to the investors
by keeping the equity shares listed on the Calcutta Stock Exchange Limited do not
commensurate with the cost incurred by the Company for the continued listing on Calcutta
Stock Exchange Limited. The Shareholders of the Company will not suffer due to its
delisting from the Calcutta Stock Exchange Limited as equity shares of the Company will
remain to be listed on Bombay Stock Exchange Limited.

Since the equity shares of the Company would remain to be listed on Stock Exchange having
nationwide trading terminal i.e. Bombay Stock Exchange Limited, therefore no Exit
opportunity is required to be given to the Shareholders of the Company as per SEBI
Delisting Regulations. A Public Notice published in the newspapers namely, Financial Express
- English (All editions), Jansata - Hindi (All editions) and in Arthik Lipi - Bengali duly
approved by the Board to give effect to the abovementioned delisting with respect to

voluntary delisting of equity shares of the Company from Calcutta Stock Exchange Limited
without giving exit opportunity to the shareholders and shall continue to be listed at
Bombay Stock Exchange Limited which is a nationwide trading terminal.

The application has been made to The Calcutta Stock Exchange Limited and the final
approval from them regarding the delisting of the Company from the Official List of the
Exchange is pending as on date of this Report.

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.

Change of Registered Office

Further to approval of shareholder of the Company at the Annual General Meeting held on
12^th September, 2023, the Company has received on 18^th June, 2024, a communication from
the Ministry of Corporate Affairs (Registrar of Companies, Kolkata) approving the shifting
of Registered Office of the Company from 'The State of Assam' at Deohall Tea Estate, P.O.
Hoogrijan, Dist. Tinsukia, Assam 786 601 to 'The State of West Bengal' at Johar Building,
8^th floor, P-1, Hide Lane, Kolkata 700 073.

In accordance with the revised Certificate of Incorporation dated 18^th June, 2024, the
location of the new Registered Office of the Company is now Johar Building, 8^th floor, P-1,
Hide Lane, P.S. : Bowbazar, P.O. Bowbazar, Kolkata 700 073 with effect from 18^th June,

2024.

Subsidiaries, Associates or Joint Venture

As on March, 31, 2025, 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, 2025 has one associate company namely, Maple Hotels &
Resorts Limited.

During the year under review, the travel and tourism industry continued to exhibit healthy
growth, which had a positive impact on the hospitality sector overall. Your Company
benefitted from this trend, with turnover increasing to INR 2471.52 lakhs in FY 2024-25
compared to INR 2082.19 lakhs in the previous year - a growth of 18.7%.

This improvement was driven by the addition of two new properties during FY2023-24,
Vesta Avatar Resort, Pushkar, and Vesta Grand Central, Udaipur. Further, the newly
launched roof-top lounge bar, LOFT, at Vesta Grand Central Udaipur further added to the
enhanced revenues during the year. FY 2024-25 marked the first full year of operations for
these properties, and these are still in the process of gaining visibility and establishing
strong brand awareness in their respective markets. As a result, their performance is
expected to grow substantially in the upcoming fiscal.

Consequently despite the increase in topline, the Total Comprehensive income saw a marginal
decline from INR 249.40 lakhs in FY 2023-24 to INR 242.39 lakhs in FY 2024-25 primarily
due to the operational ramp up of the newly added assets.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 Consolidated
Financial Statements together with a statement containing the salient features of the
Financial Statements of Maple Hotels & Resorts Limited in AOC - 1 forms a part of this

Annual Report.

Deposits

The Company has not accepted any deposits from public within the meaning of Chapter
V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 during the year under review.

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, M/s GARV & Associates, Chartered Accountants (Firm
Registration No. 301094E ) were appointed as Statutory Auditors 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.

Your Company's Statutory Auditors, Messrs GARV & Associates, Chartered Accountants
(Firm Registration No. 301094E) have submitted their Report in respect of the financial
year 2024-25 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, Messrs MKB & Associates, Practising Company
Secretaries had been appointed as the Secretarial Auditor of the Company to carry out the
Secretarial Audit including Secretarial Compliance Audit for the Financial Year 2024-25.

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.

In terms of SEBI (LODR) (Third Amendment) Regulations, 2024 w.e.f. 13.12.2024, 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 are proposed to be appointed as 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, subject to the approval of the shareholders at the ensuing 48^th Annual General
Meeting of the Company.

M/s. MKB & Associates, Companies Secretaries in practice (Firm Registration No.
P2010WB042700) have consented to the said appointment and confirmed their
appointment, if made, would be in accordance within the norms specified vide Notification
No. SEBI/LAD-NRO/GN/2024/218 SEBI (LODR) (Third Amendment) Regulations, 2024.

The Audit Committee and the Board of Directors have recommended the appointment of
M/s. MKB & Associates Company Secretaries (Firm Registration No. P2010WB042700), as
Secretarial Auditor of the Company from the conclusion of the 48^th Annual General Meeting
till the conclusion of 53^rd Annual General Meeting, to the shareholders.

Resume of Performance

The Company has been preparing itself to venture into merchant exporting of teas to Gulf in
West Asia / CIS countries. But due to border skirmish aggravating to escalating war in
between Ukraine and Russia and consequent fallout in and around the region, the company's
merchant exporting plans are put on hold. Besides, the company has also been trying to
venture into retail selling of teas and therefore looking into logistics, guidelines issued anew
by food safety authority, identifying quality tea producers, engaging with service venders
for warehousing, transportation, packeting, labeling, etc., besides brand promotion work ,
which have taken its toll , as the Company is foraying into newer channels of retail
marketing . This entailed most of the year under review. The Company meanwhile stayed
afloat with revenue from interest on its inter corporate deposits , term deposits with
banks, mutual funds, etc, .

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 Rs445.76lacs.

Incomeduring the Financial Year 2024-25

Current Year
Rs. in Lakhs

Exports

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

Prospects

It was mentioned in the last year's Annual Report of the Company that the Company will be
venturing into new areas of Tea marketing business i.e. (i) Retail/Consumer Marketing in
selected district in Northern India, Rajasthan, Uttar Pradesh, Haryana and Punjab (ii) To
carry on tea business as a Merchant Exporters to Gulf/CIS/Eastern European Countries.
For this purpose The Board of Directors of the Company has decided to appoint/consult
Professionals including Professional Agencies to advise the Company on the prospect of
venturing into new areas of Tea marketing business.

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.

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

(C ) Foreign exchange earnings and outgo :

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

Your Company is looking forward to Merchant exporting of teas. Your Company is
not engaged in any export activity during the year under review and hence
disclosure under this head is not required.

ii) Total Foreign exchange used and earned :

Foreign exchange - Earned - NIL

Outgo - NIL

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 Committee
reconstituted on 28^th March, 2024 consisting of Mr. Kunal R Shah as Chairman, Mr. Vinay K.
Goenka, Mrs. Atrayee Ghosal, Mr. Indraneel Banik and Mrs. Soma Chakraborty as members
with effect from 1^st April, 2024. The CSR Committee of the Board as on 31^st March, 2025
comprised of Mr. Kunal R. Shah,Chairman, Mr. Vinay K. Goenka, Mrs. Atryaee Ghosal, Mr.
Indraneel Banik and Mrs. Soma Chakraborty members, all of whom are independent
Directors except Mr. Vinay K. Goenka, Executive Chairman, Mr. Indraneel Banik and
Mrs. Soma Chakraborty, Executive Directors of the Company.

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.

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.

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

As reported in the last year's Annual Report, the Company has already exited from its tea
plantation business/trading of teas. There has been no change in the nature of business of
the Company during the financial year 2024-25.

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, Mr. Indraneel Banik (DIN
:09687872), Executive Director & Chief Financial Officer of the Company retires by
rotation at the 48^thAnnual General Meeting and being eligible has offered himself for

reappointment.

As reported in the previous year,

i) Mr. Vinay K Goenka (Mr. Goenka) (DIN 00043124) whose term of office expired
on 31^st March, 2024, the Board, based on recommendations of the Nomination and
Remuneration Committee and Audit Committee at their meeting held on 28^th
March, 2024 reappointed Mr. Goenka as Executive Chairman of the Company for a
period of three years with effect from 1^st April, 2024, on the terms and
conditions contained in the Agreement entered into by the Company with Mr.
Goenka which was approved by the Members of the Company at 47^th Annual
General Meeting of the Company held on 27^th June, 2024 in accordance with the
requirements of schedule V to the Act.

ii) The Board of Directors at its meeting held on 28^th March, 2024, following the
recommendations of the Nomination and Remuneration Committee and approval of
the members of the Company held on 27^th June, 2024, has appointed Mr.
Indraneel Banik (DIN : 09687872), Chief Financial Officer of the Company 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.

iii) The Board of Directors at its meeting held on 28^th March, 2024, following the
recommendations of the Nomination and Remuneration Committee and the
approval of the members of the Company held on 27^thJune, 2024 has appointed
Mrs. Soma Chakraborty (DIN : 08825627), Company Secretary of the Company
as Whole time Director of the Company with the designation as Executive
Director & Company Secretary, for a period of three years commencing from 1^st
April, 2024.

iv) Mrs. Atrayee Ghosal (DIN : 10537143) was appointed as Additional Woman
Director in the category of Non Executive Independent Director of the Company
at the Board Meeting held on 28^th March, 2024. Ms. Atrayee Ghosal was
appointed as Independent Director at the 47^th AGM of the Company for a
consecutive period of five years with effect from 1^st April, 2024. Section 149(13)
states that the provisions of sub-section (6) and (7) of Section 152 of the
Companies Act, 2013 relating to retirement of Directors by rotation is not
applicable to the Independent Director. 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.

v) Mr. Dharam Chand Dharewa (DIN : 05327284) was appointed as Additional
Director in the category of Non Executive Independent Director of the Company
at the Board Meeting held on 28^th March, 2024. Mr. Dharam Chand Dharewa was
appointed as Independent Director at the 47^th AGM of the Company for a
consecutive period of five years with effect from 1^st April, 2024. Section 149(13)
states that the provisions of sub-section (6) and (7) of Section 152 of the
Companies Act, 2013 relating to retirement of Directors by rotation is not
applicable to the Independent Director. 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.

vi) Mr. Umang More (DIN : 10547611) was appointed as Additional Director in the
category of Independent Director of the Company at the Board Meeting held on
28^th March, 2024. Mr. Umang More was appointed as Independent Director at the
47^th AGM of the Company for a consecutive period of five years with effect from
1^st April, 2024. Section 149(13) states that the provisions of sub-section (6) and
(7) of Section 152 of the Companies Act, 2013 relating to retirement of
Directors by rotation is not applicable to the Independent Director. 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.

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.

The second term of the appointment of three independent Directors of the Company,
namely Mr. Lalit Kumar Halwasiya, Mrs. Anup Kaur Bindra and Mrs. Sonia Barman has been
completed on 28^th May, 2024, 28^th May, 2024, 21^st September, 2024 respectively.

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 Work place (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.

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

Tea being a seasonal Industry, plantation activities is subject to the vagaries of
nature. The crop yield depends on the climatic condition to a very large extent. For
increasing the crop yields implementation of necessary improved agricultural practice
are required which is very essential for the growth and betterment of the Industry.
Tea has established itself as a wellness and life-style beverage and several varieties
of teas are emerging in the market opening up the new avenue. The last two/three
financial years were very challenging while the world economies were trying to
recover from the aftermath of Covid Pandemic recession and financial instabilities
hit many countries hard due to the ongoing Ukraine and Russia

war conflict in Middle East and other region sanction imposed on current and natural
calamities added to woes. Substantial increase in labour wages, high social cost, over
most other tea producing countries, high infrastructure cost and increasing energy
and other input costs remain the main problem in Indian tea industry. This is coupled
with imports of teas from Sri Lanka and Nepal and substitution of quality teas with
less acclaimed quality that brings volume but affects fame of Indian teas abroad.
However, inspite of this scenario, outlook of tea industry is positive due to its
increase in demand, consumption and acceptance of the same as a wellness drink
globally.

The Company's main business operations will be retail marketing of teas in the
domestic market as well as merchant exporting of teas to select Gulf countries and
CIS countries. During last financial year your Company have decided to venture into
new areas of tea business i.e. (i) Retail/Consumer Marketing in selected district in
Northern India(ii) To carry on tea business as a Merchant Exporters to
Gulf/CIS/Eastern European Countries.

(b) Opportunities and threats

The Company looks forward to continue to sell quality teas in the domestic as well as
overseas markets, because the demand for tea is growing in leaps and bounds.
Though tea production has increased in the country , tea prices in retail quality tea
segment have remained firm by and large , giving assured returns . The Company will
be having additional leverage from its expertise drawn from over the years in
production, domestic geographical markets with varying tastes , buyers and sellers ,
available selling platforms and less overheads.

Cost of production of black tea has increased manifold. It is essential to look out for
teas containing harmful ingredients such as germicides, pesticides and weedicides
that do not comply with government guidelines but are unscrupulously used.
Consistently good quality teas are difficult to find as most of the buyers who grow
quality teas sell them to major buyers on forward contracts. Identifying retail
buyers with sound financial background is important to realise sale proceeds in due
time and to avoid blockade of working capital. The food safety authority also has put
more stringent guidelines for tea producers . Brand promotion would call for building
awareness in select teas in select states .

(c) Segment-wise or Product-wise Performance

The Company does not have any separate primary business segment.

(d) Outlook

The tea industry has enormous development potential, thanks to exciting new kinds
and environmental measures, making it a favorite among consumers worldwide . It is
one among the world's most popular beverages. Furthermore, rising health
consciousness and disposable income have supported the tea market's growth. Other
factors driving the market's growth include the introduction of additional beneficial
components in tea by various market players.

(e) Risks & Concerns

The Company has to purchase the good quality of teas. Other risks will include
identifying buyers and setting up logistics and maintain the foray in a largely
unorganized retail sector.

(f) Internal Control Systems & their Adequacy

The Company's internal control system are commensurate with its size and it ensures
operational efficiency, accuracy in financial reporting and compliance of applicable
laws and regulations. These are reviewed from time to time and improved upon, where
required. The internal audit is carried out by external firms of Chartered
Accountants besides checks carried out by the Secretarial Auditors and the
Statutory Auditors during the course of their respective audits.

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

The disclosures under financial performance with respect to operational
performance are covered by the sections.

Financial summary, highlights and state of the Company's Affairs and Resume of
Performance respectively under the "Directors Report".

In the financial year 2022-23, the Company disposed off all of its tea estates to
consolidate and strengthen its financial position and improving the overall
performance of the Company. The Company has repaid all borrowings from banks as
part of working capital and has received NOC from the banks.

Subsequent to the disposal of all tea estates of the Company, it has been decided by
the Board of Directors that the Company shall be venturing into new areas of tea
business i.e. (i) Retail/Consumer Marketing in selected district in Northern India(ii)
To carry on tea business as a Merchant Exporters to Gulf/CIS/Eastern European
Countries.

However due to border skirmish aggravating to war in between Ukraine and Russia
and in the West Asia alongwith consequent fallout in and around the region, the
company's merchant exporting plans are put on hold . The Company has been looking
into logistics, guidelines issued anew by food safety authority, identifying quality tea
producers, engaging with service venders for warehousing, transportation, packeting,
labeling, etc. , besides brand promotion work , which have taken its toll , as the
Company is foraying into newer channels of retail marketing . This entailed most of
the year under review. The Company meanwhile stayed afloat with revenue from
interest on its inter corporate deposits, term deposits with banks, mutual funds. The
Company during the year under review has earned an amount of Rs. 445.76 lacs from
interest earned on deposits with banks, mutual funds, etc.

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

Human resources are the most valuable assets of the Company and thus adequate
care is taken by the Company for their development and well being.

Your Company deeply appreciates the performance and cooperation of the employees
during the year and look forward to maintain cordial relations in the years to come.

(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 2024-25

(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.

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

May 20, 2025 M. No. A11108