On behalf of the board of Dirac tors, it Ls our pleas art- to present the 39^th Annual Report
together with the Audited Statement of Accounts of Teesta Agro Industries Limited { ihe
company”) for the year ended on 31st March, 21)25.

Financial summary or performance of the company;

. (Rs. In lacs)

Operations:

Hie turnover and other receipts of your company have been Rs. 18838 lac against Rs. 16473
lac in the previous year. Hie profit after taxation stood at Rs. 679 lacs as against Rs. 36lines
in the previous year.

Dividend:

The Board lias nol recommended any dividend lor the financial year 2024-25 in view of
retaining cash for your C ompanv's growth prospects.

Share Capital:

There 1ms not been any change in the paid-up capital oi your company during the year
under re\ iew. The paid-up capital stands at Rs. 557 lacs.

Listing agreement:

Hie listing agreement has been entered into by the company with the F.SF limited read with
the Securities and exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Your Company has paid listing lee lor financial vem
2024-25.

Fixed deposit:

Your company did not invite or accept any deposits from public and/ or shareholders
during Lhe year under review. As of 51st March, 2025, there were no fixed deposits pending
w ith the company.

Research and development:

Your company recognizes that research tk development plays a critical role in supporting
current operations as well as future growth. Your company has focused its attention
towards improving quality of fertilizers to boost soil nutrients.

Insurance:

The company's plants & machineries, factories, properties, stocks and movables are
adequately insured against various risks.

Directors and key Managerial Personnel:

At present vour Board is duly constituted comprising of 10 (Ten) Directors,

The company has received declarations from the independent directors) ot the company
confirming Llut the\ meet the criteria of independence as prescribed under section 1-10(6) ul
lire Companies Act, 201.3 and Lire SliBl (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

TIk company has devised a policy for performance evaluation of independent director-,
and the board, which includes criteria for performance evaluation of the non-executive
directors.

Suitable resolutions for appointment/reappointment of directors, as referred above, will l
placed tor approval of members in the forthcoming Annual General Meeting. Hu i-ii-t
resume and oilier information of Lhe concerned directors, in terms of the SF.BI (I.isiing
Obligation and Disclosure Requirements) Regulations, 2015 with stock exchange, have been
detailed in the notice convening the forthcoming Annual General Meeting,

There has been no change in the Company Secretary and CFO during the financial year

Hoard Meeting:

During the year 2024-25. Hie Board of Directors met Fight times viz. on 30.04.2024,
12 06.2024,04.07 2024 31.07.2024. 23.09.2024,31.10.2024,31.01.2025 and 29.03.2025.

Corporate Governance

A report on Corporate Governance (in accordance with SHIM Listing Obligations and
Disclosure Requirements) Regulations, 2015, the auditors' certificate on compliance h i he
company. have been included in the Annual Report as a part of this report.

Directors' Responsibility statement:

Pursuant to Hie requirement under section 134(3) (c)of the Companies Act, 2013 with
respect to directors’ responsibility' statement, it is hereby confirmed that:

(i) m the preparation of llie annual accounts for the financial year ended 31st March, 262 >
tlie applicable accounting standards had been followed along with proper explanation
relating to material departures

(ii) the directors hud dented such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so ns to give a true anil fair
view of the state of affairs of the company as at March 31. 2025 and of the profit and loss of
Hie company for that period;

(iiij llie directors had taken proper and sulficicnt care toi the maintenance of adequate
accounting records in accordance with the provisions ol the Companies Act, 201" for
safeguarding the assets of the company and for preventing and detecting fraud and othei
irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had devised proper systems to ensure compliance with the provisions ol
all applicable laws and that such systems were adequate and operating effectively.

(\i) the directors has laid down internal financial control to be followed bv the company
and such internal financial controls are adequate and were operating effectively.

Statutory Auditor

M 's Mantrv &. Associates, Chartered Accountants (Firm Registration No. 31504KF) the
statu ton¹ auditors of the Company was resigned on 23.07.2025 due to merger of firm. Due to
casual vacancy M/s Agarwal R G & Associates will hold office till the conclusion of die -13rd
Annual General Meeting, of the Company to tie held in the financial year 2029-30.

I he report In the Auditors is self-explanatory and has no qualification, reservation, ad\ erse
remark or disclaimer; hence no explanation or comments by the Board were required

Auditors Report:

The auditors’ report tend with relevant notes on accounts are self-explanatory and does not
call lor further clarification.

Internal Auditors: *

The board of directors of your company has re-appointed M/s. L.B. Prasad & Co., Clnirtemd
Aicuuntants SiligurifFirm Registration No. 32266IE) as internal auditors pursuant to the
provision of Section 13S of the Companies Act 2013 for the financial year 202-1-25.

Cost auditors:

Pursuant to section 14S of the Companies Act, 2013 and subject to notification ot rules
thereunder, the board of directors, on the recommendation of the audit committee has
appointed M/s. D. Subvusuchi & Co (Membership No. 00369), Cost Accountants, Kolk.d,i .is
the cost auditors oi the company tor the financial year 2024-25. M/s. D. Sabyasuchi <SrCo.
have confirmed that their appointment is within the limits and they are free from any
disqualifications as provided in section 141 of the act.

Secretarial Audit:

The board has appointed \l/s. Ranlu Das & Associates (Membership No. 8437) Practicing
l ompanv Secretary, to conduct Secretarial Audit for the Financial Year 202 1-25. Flu* report
ol the secretarial auditors is enclosed as Aimexure-1 to this report. As regards observations
and remarks made bv him in the report we are to state that necessary steps ure being taken
for complying with the requirements.

Policies

HI ₍i,is _1; i i: ami Disclosure Requirements) Regulations, 2015 mandated

the formulation of certain poliiius for all listed companies. All applicable policies .in¬
available under the head policy on the company's website: www.teestaagro.in The policies
are reviewed periodically by the board and updated based on need and new' compliance
requirement

Corporate-Social Responsibility

The Board constituted a committee of Corporates Social Responsibility pursuant to the
requirement of Section 135 of Lhe Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules. 2UI4. A policy on Corporate Social Responsibility was
also adopted bv the Board of Directors at the said meeting. This Policy has been placed in the
Website ot the Company at the wu w.teestaagro.in.

iwMi, ih.. this n-n.nt. the committee comprises three members as under.

During the year undet review one meeting was held on 31stjanuary2025. All the members of
the Committee were present at that meeting.

Pursuant to the provisions of Sc-i 135 of the C.ompaiues Act, 2015 and applicable Kul s.
during the financial year 2024-25, the Company was required to spend a sum of Rs. Jb,37,4115
towards Us C8K activities As per the recommendation of CSR Committee, the Board ot
Directors approved the said sum to be spent on eligible causes in line with tire Company's
CSR Policy in association. The details of amounts spent through each of lire above entity are
mentioned below.

Annual Report on CSR activities / initiatives

Pursuant to Sts tion 135 ot tire Companies Act, 2013 read with Rule 2(1) (c) of Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021

l \ brief ouLline of the company's CSK Policy including overview of projects or programmes
proposed to be undertaken, and a reference to the web-link to the CSR policy and p"iji el¬
and programmes are given below in Annexure - II

2. The composition of the C SR Committee :

As on llu- date »l’ this report ll »Ý cnimiuttec comprises three members as under

I'his Polio has been placed in the Website of the Company at the Ý c'--. ..

3. Pats ule tin¹ details el Impact assessment ot CSR projects carried out in pursuance of sub¬
rule (3) ot i ule b of tiie t ompanies (Corporate Social responsibility Policy) Rules 2014 if
applicable - Not Applicable.

4. Details ot the amount available lor set off in pursuance ot sub-rule (3) of rule 7 ot die
Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set
off for the financial year, if any: Nil

5. Average net j >rofit of the coni pai iy as per section 135(5)- Rs. S31,71,031

%Ý

6. (a.) Two percent of av erage net profit of the compimy as per section 135(3) - Rs. 16,63,421

(b) Surplus arising out of CSR projects or programmes or activ hies of the previous finani ial
years - Rs. 26,0In

(c) Amount re»|uired to In- set off for the financial y ear, if any - Rs. 26,016

(d) Total CSR obligation for the financial year |6(a) (b) (c) -Rs 16,37,405

7.

a) CSR amount spent or unspent for the financial year:

b) Details of GSR amount spent against ongoing project for the financial war

A Amount spent in administrative overhead - Nil

HARDE SINGH
Managing Director
DIN 005507SI

Contracts And Arrangements with Related parties:

Your coinpum has formulated policy on related part) transaction (KIP) v,iiich is available
on company's website tvivzv.tcesUm%ro>in. There was no transaction entered with related
parties tor the voar under review. Tints disclosure required under section 134(3)(h) ol the act
in form ACX -2 is enclosed as Annexure-IH. Further, there are no material transactions with
related part) (with the promoters, directors or key managerial personnel) during the year
under review, which is to be reported.

Changes in nature of business, it any

I here has been no change in the nature of business of the compam Your company contiiuu ••
to be one of the leading manufacturers of fertilizer in the country.

Material changes and commitments affecting the financial position of the company

There have been no material changes and commitments affecting the financial position oi lb •
compam between the end of the financial year to which the financial statements relate md
the dale oi the report.

Particulars of loans, guarantees or investments under section 186:

Tin compam has not given loans, guarantees or made investments during the year under
rev ievv.

Significant and material orders passed by the regulators

During the year under review, no significant and material orders were passed by the
regulators oj courts or tribunals impacting the going concern status and die company's
operations.

Obligation under Sexual Harassment of Women at Workplace (Prevention. Prohibition &
Redressal) Act 2013:

Internal complaints committee has been set up to redress complaints received regarding sesu«il
harassment \11 employees (permanent, contra, lual, temporary, trainees) are covered under this
policy.

I he following is a summary of sexual harassment complaints received and disposed off during the
year 2024-2s.

No ol complaints received* Nil
No of complaints dispvvs.nl off: Nil

board Evaluation:

ITie company has devised a policy for performance evaluation of independent direct* i • md
the board, which includes criteria for periormance evaluation of tire non-executive and
executive directors.

Pursuant to Hie provisions of the Companies Act. 2013 and SI 01 (Listing Obligations no
Disclosure Requirements) Regulations, 2i'I5. the formal annual evaluation was carried out
for the board's own performance, its committees and individual directors.

A structure*.! questionnaire was prepared after taking into consideration inputs received
from the directors, co\ ering various aspects of the board functioning including adequarv if
the composition of the board and its committees, board culture, execution and performance
ol specific duties, obligations and gov ernance.

A separate exercise was carried out for the ev aluation of individual directors (Initli executive
and non-executive/independent directors), board committees and the chairman. 1 he
director's evaluation was broadlv based on parameters such as. meeting the expectation of
stakeholders, guidance and rev icw of corporate strategy, risks, participation and attendance
at board/committee meetings interpersonal skills lhe performance evaluation «*J Ju
chairman of ll.e com pain was undertaken bv the independent directors taking into account
the views oi executive directors and non-executive directors, lhe independent directors
assi ssed the quality, qu.mtitv and timeliness of flow of information between the company's
management and lhe board, lhe directors expressed overall satisfaction on the evaluation
process. Based on the feedback ol Lire board evaluation process, appropriate measures v t
taken to further improve the process and other aspects

Particulars of employee:

None of the employees, employed during the year, was in receipt of remuneration, in
aggregate of Rs 102,00.000 or more per annum for the Financial Year 2024-25, or Rs
850.l)lK)or more pei month for any part of the financial year, as set out in Hie Companies
(Appointment and Remuneration ol Managerial Personnel) Rules, 2014. Therefore, no such
details have been provided as required under section P>7(12) of the Companies \ct ¹ i| '
read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 201 I

I he ratio of remuneration of each Director to the median employee's remuneration and
other details in accordance with siib-st < Hon 12 of Section 107 of (lie Act read with Rule 5{ 11
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2 Id
as amended, mi ms part of this report and is marked as "Annexure-IV"

Extracts of the annual return in form-MGT-9:

Puisuant to section 92(3) of the Companies Act. 2013 read with rule 12(1) ol the C ompanics
(Management And Administration) Rules 2011 (as amended) extract ol annual re¹, n i.
form MGT-¹¹ is maiked as "Annevure-^V" and being hosted cm lhe websile ol ilujcomi m.
www.teeslaagro.iri.

Vigil mechanism:

Puisuant to the requirement of the section I "7(0) ol Hu* Companies Acl, 2013. the company
has established vigil nolumism which also incorporates a whistle blower policv in l- rius t i

the listing agreement. Protected disclosures can be made bv a whistle blower through an e-
ma.il or phone or letter to the chairman of audit committee.

Internal financial controls:

I lv Ý ompanv has in pi. u. adequate internal financial controls with reference to financial statement¹
During the war, such controls were tested and no reportable material weaknesses in the design "t
operation u ere observed

Human resources and industrial relations:

The industrial relations of the company with the personnel have continued to be cordial ami
amicable, "i our directors ackmm ledge and appreciate the efforts and dedication of
employees lo the company Your directors wish to place oil record the co-operation received
from the stalls and workers at all levels and at all units.

Particular ul conservation of energy, technology absorption, foreign exchange earnings
and outgo:

Your compum has directed its efforts ter reduce energv costs by foi using on energ\ in ¹
through the best optimization of operations on day-to-day basis. The company has us* d
fuels in appropriate mix lo attain maximum savings

As required under Companies (Accounts) Rules 2014, the particulars of energy conservation,
technology, absorption and foreign exchange earnings and outgo is given in tlie prescribed format as
an uiwexure to lhe report .md marked ns "Annexure-VI".

Compliance with the provisions of Secretarial Standards issued L>y ICS1

lhe Board of Directors hereb\ declare the compliance of the provisions of Secretarial
Standards-! ("Board Mootings"I and Secretarial Standards - 2 ("General Meetings' l issued
bv IC5I and notified by the MC A U/s 118(10) of the Companies Act, 201:4, for all lhe Board
and General Meetings of the Company held during the Financial Year 2024-25.

Details of application made or any preceding pending under 1BC, 2016 during the FY
along with the current status

No applications are hied or pending under 1BC, 2016 against die Company I lence th aid
provision is not applicable to the Company

The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof: Not applicable

Pursuant to Liu? provisions of ill. Companies \ct, 2013 and ^IZBI (Listing Obligation*. and
Disclosure Requirements) Regulations, 2ul5, the formal annual evaluation was carried out
lot the board's own peitormanee, its committees and individual directors.

\ structured questionnaire was prepared after taking into consideration inputs received
from the directors, covering various aspects of the hoard functioning including adequacy of
the composition of the l>oard and its committees, board culture, execution and perform. mu
of specific duties obligations and governance.

\ separate exercise w as . urried « ul for the evaluation of individual directors (both cxccutix
and non-executive/independent directors), board committees and the chairman The
director's evaluation was broadly based on parameters such as, meeting the expectation of
stakeholders guidance and review of corporate strategy, risks, participation and attend a ms
at board/cominittee meetings, interpersonal skills lhe performance evaluation <>| i|

<Ý hainrian ol the comp.un was undertaken by Lhe independent directors taking into aco unt
flu* views of executive directors and non-executive directors, the independent directors
assessed the quality, quantify and timeliness of flow of information between the company s
management and the board, the directors expressed overall satisfaction on the evaluation
process. Based on the feedback of the board evaluation process, appropriate measures were
taken to further improve the process and other aspects.

Particulars of emplo\ ee:

None of lhe employees, employed during the year, was in receipt ql remuneration, in
aggregate of Rs 102 .00.000 or more per annum for the Financial Year 2024-25, or Rs
H5t),(HM).or more per month for any part of the financial year, as set out in the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, no uch
details have been provided as required under section l^c>7(12) of lhe Companies Act. 2013
read with rules 5(2) and 5(3) of tile Companies (Appointment and Remuneration oi
Managerial Personnel) Rules, 2014

lhe ratio of remuneration of each Director to rite median employee’s remuneration and
other detail?, m accord;ime with sub-section 12 of Section 197 of the Act read with Rule S( I)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules H I.
as amended tornis part of this report and is marked .is "Annexure-IV"

'linn iliiuctois take Lius Opportunity to place on record their appreciation and sincere
gratitude to the Government ot India, Government of West Bengal, and the bankers to the
com pain lor their valuable support and look forward to their continued co-operation in the
years to come.

Your directors acknowledge the support and co-operation received from Lire shareholders
and employees ol your com pane.

l^;oi and on behalf ol the board • >| directors

l'lace: Iv.ijganj, lalpaiguri
West Bengal -735134

Dated: 23.(17.2025 > I

flvvBV

v. *, " •—• -"

Para radeep Singh Hardev Singh

DIN: 00550824 DIN: 00550781

(Whulctime Director) (Managing I)ireci.»r)

1

xtracts of the annual return in form-MCT-9: