Bombay Burmah Trading Corporation Ltd

Your Directors hereby present their 160th Annual Report together with Audited Financial Statements for the year ended 31st March 2025:

(Rs. In Lakhs)

During FY 2024-25, the Corporation achieved a total revenue of Rs. 47,244 lakhs compared to Rs. 38,275 lakhs in FY 2023-24. This includes dividend of Rs. 18,221 lakhs from overseas subsidiary as compared to Rs. 9,728 lakhs in the previous year. Thus, the total revenue of Rs. 29,022 lakhs at operating level for FY 2024-25 was higher compared to Rs. 28,547 lakhs for the previous year.

Overall tea production, including bought leaf was lower at 36.06 lakh kgs as compared to 42.28 lakh kgs for the previous year. Total tea sales were at 39.97 lakh kgs as compared to 40.11 lakh kgs for previous year. The average selling price of tea was at Rs. 161 per kg as against Rs. 143 per kg for the previous year. Tea division continued to underperform due to lower production and steep increase in wage rate by approximately Rs. 24.05 per day.

There is no production of tea at Tanzania estates during the current financial year.

The operations at Tanzania are not very significant and in fact uneconomical over the last few years. In view thereof, the Board of Directors had approved divestment of assets related to Tea Plantations at Tanzania for a total consideration amounting to Rs. 910.12 lakhs (USD 1.1 Million), subject to adjustments, as applicable. Pending the final closure of divestment these assets have been classified as assets held for sale.

The assets of Herkulu estate situated at Tanzania have been sold during the year ended 31 March 2025 at a gain of Rs. 407.27 lakhs. This gain is disclosed under the exceptional item of the standalone financial results. Further, assets of Marvera estate continued to be classified as assets held for sale as it meets the criteria laid down under Indian Accounting Standard 105, “Non-current Assets Held for Sale and Discontinued Operations”.

Turnover for the year was higher at Rs. 17,452 lakhs as compared to Rs. 16,965 lakhs in the previous year resulting in improved performance compared to the previous year.

iii. Health Care:

Dental products reported a marginal increase in turnover at Rs. 3,475 lakhs compared to Rs. 3,059 lakhs in the previous year.

No material changes and commitments have occurred after the closure of the year under review till the date of this report, which would affect the financial position of the Corporation.

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report. During the year under review, Restpoint Investments Mauritius Limited and Associated Biscuit Investments Mauritius Limited became step down subsidiaries of your Corporation. The Corporation has one material listed Indian subsidiary, viz. Britannia Industries Limited. In addition, the Corporation has material unlisted overseas subsidiaries viz. Leila Lands Senderian Berhad, Leila Lands Limited and ABI Holdings Limited.

d) Consolidated Financial Results Overview of Performance

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

The Consolidated Financial Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”] the Audited Consolidated Financial Statements together with the Independent Auditors' Report thereon are annexed and form part of this Annual Report.

Consolidated sale of products and services of the Corporation for the year ended 31 March 2025 was Rs. 17,88,669 lakhs compared to Rs. 16,88,259 lakhs in FY 2023-24, registering a growth of 6%.

However, the Corporation has reported a profit of Rs. 2,19,936 lakhs for the year compared to profit of Rs. 1,68,937 lakhs in previous year in consolidated financial statements..

Go Airlines (India) Limited (‘Go Air'), an associate of the Corporation had filed a voluntary application on 2 May 2023 for initiation of Corporate Insolvency Resolution Process (CIRP) and grant of interim moratorium to preserve its assets and keep it as a Going Concern. On 10 May 2023, NCLT had admitted the application and granted moratorium. Accordingly, there was a loss of significant influence over Go Air with effect from 10 May 2023. NCLT has approved Go Air's liquidation order on 20 January 2025 and the Corporation has filed its claim with the official liquidator. The claim submitted in the capacity of financial creditor of Rs. 105.37 Lakhs has been accepted.

The issued, subscribed and paid-up Share Capital of the Corporation stood at Rs. 1,395.44 lakhs as at 31st March 2025 comprising of 6,97,71,900 Equity Shares of Rs. 2 each fully paid-up. There was no change in share capital during the year under review.

Loans i. The Corporation has not issued any Non-Convertible Debentures (NCDs') on a private placement basis during the year under review.

ii. The Corporation has redeemed the following Unlisted Debentures on the scheduled redemption date:

(iii) The Corporation has also prepaid the Term Loans during the year availed from various Banks amounting to Rs. 2,379 lakhs.

The Board of Directors at their meeting held on 12th February, 2025 declared 1st Interim Dividend of Rs. 13/- per equity share for the financial year ended 31st March 2025 involving an outflow of Rs. 9,070.34 Lakhs and at their meeting held on 21st March, 2025 declared 2nd Interim Dividend of Rs. 4/- per equity share for the financial year ended 31st March 2025 involving an outflow of Rs. 2,790.87 Lakhs.

Considering that the Corporation had already declared an interim dividend of Rs. 17/- per equity share for the financial year 2024 25, no final dividend has been declared for the said financial year.

Your Corporation does not propose to transfer any amount to the reserves for

There is no change in Nature of business of the Corporation.

Information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

In accordance with the applicable provisions of the Companies Act, 2013 (‘the Act') and the Articles of Association of the Corporation, Mr. Nusli N. Wadia (DIN:00015731), Chairman & Non-Executive Director, retires by rotation at the ensuing Annual General Meeting (‘AGM') and being eligible, offers himself for re-appointment.

The Board of Directors at their meeting held on 14th November, 2024, based on the recommendation of Nomination and Remuneration Committee appointed Mr. Jehangir Nusli Wadia (DIN: 00088831), as an Additional Director in the category of Non-Executive Non-Independent Director of the Corporation with effect from 14 th November, 2024. Subsequently, the Members of the Corporation have approved the appointment of Mr. Jehangir Nusli Wadia as the Non-Executive Non-Independent Director of the Corporation with effect from 14 th November,year 2024-25. 2024 through postal ballot on 26th December, 2024.

During the year under review, Mr. Vinesh Kumar Jairath (DIN: 00391684), Independent Director resigned from the Board of Directors of the Corporation with effect from 17th June, 2024. The Board of Directors at their meeting held on 8th August, 2024, based on the recommendation of Nomination and Remuneration Committee appointed Mr. Keki Manchersha Elavia (DIN: 00003940), as an Additional Director in the category of Non-Executive Independent Director of the Corporation with effect from 8th August, 2024. Subsequently, the Members of the Corporation have approved the appointment of Mr. Keki Manchersha Elavia as an Independent Director of the Corporation with effect from 8th August, 2024 through postal ballot on 23rd October, 2024.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience (including proficiency in terms of section 150(1) of the Companies Act, 2013 and applicable rules thereunder) required to be Independent Directors of the Corporation, fulfill the conditions of independence as specified in the Act. In terms of section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Corporation have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The Corporation has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

Pursuant to the applicable provisions of the Act and Regulation 19 of the Listing Regulations, the Board undertook an annual performance evaluation of its performance and that of its Committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, CSR Committee, Risk Management Committee and of the individual Directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the remuneration of Directors, Key Managerial Personnel and Senior Management Team. Brief details of the Policy are provided in the Corporate Governance Report and also posted on the website of the Corporation at https://bbtcl.com/wp-content/ uploads/2019/05/1BBTCL-Remuneration-policy-FINAL.pdf

Pursuant to Section 134(5) of the Companies Act, 2013 (‘the Act'), the Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently 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 Corporation at 31st March 2025 and of the profit/loss of the Corporation for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Corporation, reports of the internal, statutory, cost, and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporation's internal financial controls were adequate and operating effectively during the FY 2024-25.

The Board has constituted a Corporate Social Responsibility (‘CSR') Committee comprising of three Directors of which one is an Independent Director. The CSR Policy of the Corporation is in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure B.

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Corporation are Mr. Ness Wadia, Managing Director, Mrs. Lalita Rajesh,

Chief Financial Officer and Mr. Murli Manohar

Purohit, Company Secretary and Compliance

Officer.

During the year under review, Mr. N H Datanwala ceased to be the Chief Financial Officer of the Corporation w.e.f 8th August, 2024 and Mrs. Lalita

Rajesh was appointed as Chief Financial Officer w.e.f. 9th August, 2024.

The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure C. Having regard to the provisions of Section 136(1) of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees' particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the Registered Office of the Corporation during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Corporation and the same will be furnished on request.

The Corporation has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Corporation has constituted an Internal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. The Corporation has not received any complaint on sexual harassment in FY 2024-25.

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management Discussion & Analysis forms part of the Annual Report.

In accordance with the provisions of the Listing Regulations, a separate report on Corporate

Governance along with the Certificate on compliance of the conditions of Corporate Governance as issued by the Company Secretary in Practice is appended to this Report as Annexure D.

Pursuant to Regulation 34(2)(f) of Listing Regulations, the Business Responsibility & Sustainability Report of the Corporation for the FY 2024-25 forms part of this Annual Report.

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Corporation and can be accessed at https://bbtcl.com/investor-relations/ annual-return/ .

During the year, nine Board Meetings were duly convened and held. The details of Board and its Committees meetings are given in the Corporate Governance Report that forms part of this Annual Report.

The details of the Whistle Blower Policy are given in the Corporate Governance Report.

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website https://bbtcl.com/policies/ .

All transactions entered into with related parties as defined under the Act, Indian Accounting Standards (Ind AS 24) and Regulations 2(1)(zc) and 23 of the Listing Regulations during the year under review, were in the ordinary course of business and on an arms' length basis and did not attract the provisions of Section 188 of the Act. With regard to transactions with Related parties under the provisions of Regulation 23 of the Listing Regulations, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement/ transactions with related parties which could be considered as material in nature. Accordingly, there are no material related party transactions to be reported in Form AOC-2.

Disclosures pertaining to transactions with related parties are given in Note no. 47 of the Notes forming part of the Standalone Financial Statements for the FY 2024-25.

g) Risk Management

Your Corporation has a well-defined risk management framework and organizational structure in place for managing and reporting risks periodically. The details of the Risk Management Committee are covered in the Corporate Governance Report.

The Corporation has constituted an Audit Committee in terms of requirements of the Act and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee as on 31 March, 2025 is as under:

The Corporation's plant and machinery, building, stocks and assets are adequately insured.

j) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note No.3, 4 and 45 forming part of the Standalone Financial Statements.

Members are aware that the Corporation has been cultivating tea and carrying on all its plantation activities at Singampatti tea estate Tamil Nadu under a valid lease since 1929.

This lease land was Tamil Nadu government in February 2018. Further, the said land has been classified as Tiger reserve under the Wildlife Protection Act, despite the fact that the Corporation has a bustling township on the said land. The Tamil Nadu government, however, upheld the lease rights and allowed the Corporation to continue its plantation activities. The Corporation is contesting these matters before the Madras High Court.

During the financial year 2018-2019, the Commissioner of Land Administration in Tamil Nadu passed an order cancelling the lease for violation of conditions with regard to the clearing of certain areas. The Corporation has challenged the said order before the Madras High Court by way of Writ. The said writ has been admitted and interim relief restraining the Government from interfering with lawful operations and ingress and egress by the Corporation.

Also, in February 2018, the Government authorities in Tamil Nadu demanded increased lease rental in respect of the lease land retrospectively from 1958 to 2018 amounting to Rs. 22,396 lakhs. In January 2019, a further demand of Rs. 796 lakhs as increased rental for the year 2019 was also raised. The Corporation has challenged both these demands by way of Writ Petition before Madras High Court. The said Writs have been admitted and stay has been granted.

While all these matters are pending before the court, the Corporation has successfully implemented VRS at Singampatti Group of Estates, and the operations have ceased with thJune 2024. While the plantation area, fuel reserves and ancillary areas have been handed over to the Forest Department, the Factories and residential buildings are still in the possession of BBTCL. The dismantling of the factories is in progress and once completed these areas will also be handed over to the department.

There are no other significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporation's operations in future.

There are no pending proceedings under the Insolvency and Bankruptcy Code, 2016 against the Corporation.

There was no instance of a one-time settlement with any Bank or Financial Institution during the period under review.

During the year under review, the Corporation has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

At the 155th Annual General Meeting (“AGM”) held on 24th July, 2020, Members had appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Corporation, for a period of five (5) consecutive years from the conclusion of the 155th AGM till the conclusion of 160th AGM of the Corporation to be held in the year 2025.

As per the provisions of Section 139 of the Companies Act, 2013, an audit firm can act as the auditor for two terms of five consecutive years. The Corporation has received confirmation from the Auditors that they are eligible to continue as the statutory auditors of the Corporation. Hence, they are recommended for re-appointment as Statutory Auditors of the Corporation for a second term of five years and the said resolution is being taken in the Notice of the ensuing AGM for Shareholders approval.

In terms of Section 148 of the Act, the Corporation is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Corporation as required under Section 148(1) of the Act. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s Jyothi Satish & Co as Cost Auditors of the Plantations and Electromags Division of the Corporation for FY 2025-26 at a remuneration of Rs. 2,50,000/- plus taxes as applicable and reimbursement of actual out of pocket expenses.

The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors.

The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

The Cost Audit Report for the FY 2023-24 was filed with the Ministry of Corporate Affairs on 23 rd September, 2024.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and RemunerationofManagerialPersonnel)Rules,2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for FY 2024-25. Pursuant to the provision of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Board has recommended the appointment of Tushar Shridharani Associates LLP as the Secretarial Auditors of the Corporation for a term of five consecutive years commencing from FY 2025-26. The appointment will be subject to shareholder's approval at the ensuing AGM. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The Report of the Secretarial Auditor is appended as Annexure E.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Corporation by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

Statutory Auditors' Report, Cost Auditors' Report and Secretarial Auditors' Report do not contain any qualification, reservation or adverse remarks on Standalone Financial Statements.

However, the Statutory Auditor's Report on consolidated financial statements contains qualified opinion on the matters pertaining to unavailability of audited/ reviewed financial results of Go Airlines for the period 01/04/2023 to 09/05/2023, the date of loss of significant influence over Go Airlines on admission of application of Go Airlines under Section 10 of IBC 2016 by NCLT on 10/05/2023. The qualifications are self-explanatory.

Your Corporation has not accepted during the year any deposits from the public or its employees within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Your Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size, and complexity of its business and ensures orderly and efficient conduct of the Corporation's business. The internal control systems in all Divisions of the Corporation including the Corporate office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporation's internal control requirement and monitors the implementation of audit recommendations.

Your Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporation's policies, safeguarding of its assets, maintaining proper accounting records, and providing reliable financial information.

During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Corporation (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. The Corporation does not have any scheme of provision for the purchase of its own shares by employees or by trustees for the benefit of employees.

Your Directors thank all Customers, Shareholders, Suppliers, Bankers, Employees and other business associates for their continued support.