Andrew Yule & Company Ltd

Dear Shareholders,

Your Directors take pleasure in presenting the 76^th Annual Report on the operations of the Company together with the Auditor's Report and Audited Financial Statements for the year ended 31^st March, 2024:

1. FINANCIAL HIGHLIGHTS:

Key highlights of standalone and consolidated financial performance of the Company for the financial year ended 31^st March, 2024 are summarized as under:

(Rs. in lakh)

The financial statements of the Company for the financial year ended 31^st March, 2024 have been prepared in accordance with the Indian Accounting Standards (IND-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Standalone Financial Results:

• Net Sales had decreased to Rs.305.29 crore in FY 2023-24 from Rs.372.04 crore as recorded in FY 2022-23.

• Total Income stood at Rs.348.53 crore in FY 2023-24 vis-a-vis Rs. 405.79 crore in FY 2022-23.

• Profit before tax stood at Rs.(-)73.18 crore in FY 2023-24 vis-a-vis Rs.8.98 crore in FY 2022-23.

Consolidated Financial Results:

Your Company has recorded Revenue from Operations and other Operational Income of Rs. 309.85 crore during the financial year 2023-24 (Rs. 374.04 crore in FY 2022-23).

During the financial year 2023-24, Profit before Tax (PBT) stood at Rs.(-)73.19 crore (Rs.8.97 crore in FY2022-23) and Total Comprehensive Income (TCI) stood at Rs.(-) 45.28 crore [Rs.10.80 crore in FY2022-23].

2. Operating highlights

AYCL is a multi-product, multi-unit, multi-location Company with 3 (three) operating divisions/units namely Tea Division, Electrical-Chennai Operation and Engineering Division and 1 (one) service division viz. General Division. Each of the Division works as a separate Profit Centre.

2.1. Tea Division:

AYCL is the only Central Public Sector Enterprises (CPSEs) having Tea Gardens and manufacturing Tea.

Turnover of the Division had decreased to Rs.166.63 crore in FY 2023-24 from Rs.213.72 crore in FY 2022-23 mainly due to decrease in sales quantity by Rs. 22.84 crore and decrease in sales price by Rs. 27.53 crore. Production had also reduced by 16.99 lakh kg in FY 2023-24 due to crop loss in Dooars gardens in West Bengal as a result of severe pest attack. Profit before interest and tax stood at Rs.(-)87.52 crore in FY 2023-24 compared to Rs.(-)3.23 crore in FY 2022-23.

During the FY 2023-24, Tea division has made loss but is expected to do well in the coming years considering measures being taken for improvement in quality of tea, improved brand image, cost control. Retail presence to be increased gradually across India. With various certification, market penetration by AYCL teas (both domestic and international) and e-commerce outlets, the division is endeavoring to enhance its brand equity as well as business margin.

In the financial year 2023-24, Company exported Tea to United Kingdom (UK) valuing Rs. 5.07 crore.

2.2 Electrical - Chennai Operations (E-CO):

Electrical Chennai Unit made history by surpassing turnover of Rs. 100 crore during the financial year 2022-23 and has continued with the good performance.

The unit had achieved a turnover of Rs.80.78 crore during FY 2023-24. Profit before interest and tax increased to Rs.6.05 crore in FY 2023-24 from Rs.4.94 crore in FY 2022-23.

Considering expected stress on strengthening Power Infrastructure, demand for Power Transformer is expected to grow. The unit has got good volume of orders from state utilities and EPC contractors. Now unit has geared up to meet the customer deliveries in time maintaining high quality standards.

Products of E-CO are known for better quality. This unit is expected to do well in the coming years considering improvement in in- house higher production, cost control etc. Unit has stepped up marketing effort to increase customer base across several states and participated in various tenders for getting more job orders.

2.3 Engineering Division:

The division has a product range in its line of operation, i.e Industrial Fans -both in Axial and centrifugal type. Products of Engineering Division are known for quality.

Turnover of the Division had increased to Rs.61.79 crore during the FY 2023-24 from Rs. 55.72 crore in FY 2022-23. Profit before interest and tax increased to Rs.12.52 crore in FY 2023-24 from Rs. 8.73 crore in FY 2022-23, which was the best performance of the division till date.

Its industrial fans have a good brand image in terms of good performance and reliability. Engineering Division is expected to do well in coming years considering higher in-house production through increased marketing effort, product improvement, cost control etc.

3. DIVIDEND

Due to insufficient free cash position of the Company, your Directors express their inability to recommend any dividend for the financial year 2023-24.

4. DIVIDEND DISTRIBUTION POLICY:

The Company has a dividend distribution policy in place in pursuance to the requirements of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The policy is available on the Company's website at: http://www.andrewyule.com /pdf/policies/Dividend_Distribution_ Policy.pdf.

5. TRANSFER TO RESERVE:

During the year under review, the Company has transferred Rs. (-)45.62 crore to the General Reserves. As on 31st March, 2024, Reserves and Surplus of the Company were at Rs. 241.52 crore.

6. UNCLAIMED DIVIDENDS:

The Company has uploaded the details of unclaimed and unpaid amounts lying with the Company as on 31^st March, 2023 on the Company's website (www.andrewyule.com) and also on the Ministry of Corporate Affairs' website.

The details of unclaimed and unpaid dividends previously declared and paid by the Company are also given under the corporate governance report.

7. CAPITAL EXPENDITURE:

During the financial year 2023-24, your Company incurred Rs.20.27 crore towards capital expenditure.

8. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective forms a part of the Annual Report.

9. COMPLIANCE UNDER SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013. Such systems are adequate and operating effectively in the Company during the year under review.

10. CREDIT RATING:

CRISIL Ratings Ltd., a full-service Credit Rating Agency registered with the Securities and Exchange Board of India (SEBI) has assigned the long-term rating as ‘CRISIL BB/Negative' and the short-term rating as ‘CRISIL A4+' to the bank loan facilities.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of the Board's Report as Annexure-I.

12. CORPORATE GOVERNANCE:

The report on Corporate Governance as stipulated under the SEBI Listing Regulations, together with a certificate from a Practicing Company Secretary confirming compliance, is annexed and forms part of the Annual Report.

13. PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANY AS REQUIRED UNDER RULE 8(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

The Company has 2 (two) Wholly-owned Subsidiaries viz. Yule Engineering Ltd. and Yule Electrical Ltd. and one Associate Company viz. Tide Water Oil Co. (I) Ltd. as on 31^st March, 2024.

Pursuant to provisions of section 129(3) of the Companies Act, a statement containing salient features of the financial statements of the Subsidiary(ies) and Associate Company as on 31^st March, 2024 in Form AOC-1 is attached to the financial statements of the Company. The Company has no joint venture.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website www.andrewyule.com

14. CONSOLIDATED FINANCIAL STATEMENTS:

As required under SEBI Listing Regulations, consolidated financial statements of the Company prepared as on 31^st March, 2024 in accordance with the Indian Accounting Standards (IND AS), duly audited by the statutory auditors, form a part of the annual report and are reflected in the consolidated financial statements of the Company.

15. CHANGES IN SHARE CAPITAL:

The paid-up equity share capital as on 31^st March, 2024 was Rs.97,79,01,956/- divided into 48,89,50,978 ordinary shares of Rs.2/- each, fully paid-up. During the year under review, the Company has not issued any ordinary shares or shares with differential voting rights neither granted stock options nor sweat equity.

16. TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019, read with all relevant notifications as issued by the Ministry of Corporate Affairs, from time to time, all shares in respect of which dividend has remained unpaid or unclaimed for a period of seven consecutive years have been transferred by the Company, within the stipulated due date, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Members / claimants whose shares or unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for a refund by approaching the Company for issue of Entitlement Letter along with all the required documents before making an application to the IEPF Authority in Form IEPF - 5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

A list of shareholders along with their folio number or DP ID and Client ID, who have not claimed their dividends for the last seven consecutive years i.e. 2016-17 onwards and whose shares are therefore liable for transfer to the IEPF, has been displayed on the website of the Company besides sending individual communication to the concerned shareholders and issuance of public notice in the newspapers. Details of such unclaimed dividend and shares, communication sent to the shareholders and copies of the newspaper publications are available on the Company's website at http://www.andrewyule. com/unpaid_dividend.php.

Members are requested to claim the dividends, before they are transferred to the said fund.

17. ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the financial year 2023-24 is placed on the website of the Company at http:// www.andrewyule.com/annual_return.php.

18. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of the Company met 7 (seven) times in the financial year 2023-24. The details pertaining to the Board meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board meetings was within the period prescribed under Companies Act, 2013 and SEBI Listing Regulations, as amended.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to section 186 of the Companies Act, 2013, the details of the loans given, guarantees or securities provided and investments made by the Company during the year under review, have been disclosed in the financial statements.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AND CHANGE IN NATURE OF BUSINESS, IF ANY:

There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the financial year to which financial statements relate and the date of the Report.

21. VIGIL MECHANISM WHISTLE BLOWER POLICY:

In view of the requirement as stipulated by Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its power) Rules, 2014 and Corporate Governance under SEBI Listing Obligations and Disclosure Regulations, 2015 as amended, the Company has complied with all the applicable provisions and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behavior, actual and suspected frauds, or violation of Company's Code of Conduct and Ethics. The policy is hosted on the website of the Company.

The same provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

22. DIRECTORS:

Shri Ananta Mohan Singh, Indian Railways Service of Mechanical Engineers (IRSME), has in terms of Ministry of Heavy Industries' Order F.No. 10(2)/2022-CPSE.I/PE.I dated 10th October, 2023, joined as Chairman & Managing Director, AYCL with effect from 26th December, 2023 on immediate absorption basis for a period of 5 (five) years with effect from the date of his assumption of charge of the post or until further orders, whichever is earlier.

Shri Sanjay Verma, Additional General Manager (AGM), Bharat Heavy Electricals Ltd. (BHEL), has in terms of Ministry of Heavy Industries' Order F.No. 10-10(1)/2020-PE.I/ CPSE.I dated 12th October, 2023, joined as Director (Finance), AYCL with effect from 29th November, 2023 for a period of 5 (five) years with effect from the date of his assumption of charge of the post or until further orders, whichever is earlier.

Shri Sanjoy Bhattacharya ceased to be the Chairman & Managing Director of the Company with effect from 1st September, 2023 on reaching his superannuation.

Shri K. Mohan ceased to be Director (Personnel) of the Company w.e.f. 8th March, 2024 on completion of his tenure as per MHI order dated 21st February, 2019.

The Board places on record its deep appreciation of the valuable services and guidance rendered by Shri Sanjoy Bhattacharya and Shri K. Mohan during their association with the Company.

In accordance with the provisions of section 152(6)(c) of the Companies Act, 2013 and your Company's Articles of Association, Shri Aditya Kumar Ghosh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Appropriate resolution seeking re-appointment of Shri Aditya Kumar Ghosh, as Director is appearing in the Notice convening the 76^th Annual General Meeting of the Company.

The brief resume/details relating to Shri Aditya Kumar Ghosh is furnished in the notes annexed to the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of the SEBI Listing Regulations, it is disclosed that no Director shares any relationship inter se.

23. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of section 203 of the Companies Act, 2013, Shri Ananta Mohan Singh, Chairman & Managing Director, Shri Rajinder Singh Manku, Director (Planning), Shri Sanjay Verma, Director (Finance) and Smt. Sucharita Das, Company Secretary are the Key Managerial Personnel of the Company.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from all the Independent Directors of the Company in accordance with section 149(7) of the Companies Act, 2013 read with regulation 25(8) of SEBI Listing Regulations, as amended, that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence as prescribed under section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI Listing Regulations and the same have been noted by the Board. All the Independent Directors have registered themselves on the online database of the Indian Institute of Corporate Affairs (IICA), notified under Section 150 of the Companies Act, 2013.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, domain knowledge, experience and expertise in the fields of finance, administration, management, etc. and that they hold highest standards of integrity.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. Details of the Familiarization program for Independent Directors of the Company are available on the website of the Company.

25. APPOINTMENT, PERFORMANCE EVALUATION AND REMUNERATION POLICY:

Being a Central Public Sector Enterprise, the appointment and performance evaluation of the Directors of the Company is decided and undertaken by the Government of India. The terms & conditions of appointment and remuneration of the Functional Directors are governed by the guidelines issued by the Department of Public Enterprises (DPE), GOI from time to time. The Non-executive Independent Directors are entitled to sitting fees for attending Board and Committee meetings. The Part-time Official (Govt. Nominee) Directors are not entitled for sitting fees for attending the meetings of the Board or any Committee meetings thereof.

Further, Ministry of Corporate Affairs, Govt. of India has given exemption u/s. 178 of the Companies Act, 2013 to Govt. Companies from the provisions related to performance evaluation of Directors.

The remuneration of the Key Managerial Personnel below Board level, Senior Management Personnel and other Officers are decided as per the Government guidelines. Remuneration of other employees of the Company are decided as per Wage Settlement Agreement entered into with their Union. The appointments/ promotions etc. of the employees are made as per Recruitment and Promotion Policy approved by the Board of Directors of the Company.

26. EMPLOYEE STOCK OPTION SCHEME:

Your Company has not provided any Employee Stock Option, therefore disclosure requirement in relation to ESOP under Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of Directors of the Company laid down the CSR and Sustainability Policy covering the objectives, focus areas, governance structure and monitoring and reporting framework among others.

The detail of the CSR and Sustainability Policy is posted on the website of the Company and may be accessed at the link - http://www.andrewyule.com/pdf/policies/CSR_and_Sustainability_Policy.pdf.

The CSR budget allocation of the Company for the financial year 2023-24 was "nil" as per calculations made pursuant to the provisions of the Companies Act, 2013 read with the rules made thereunder.

28. RISK MANAGEMENT:

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board need close scrutiny.

The Risk Management Committee of the Company periodically reviews the risk management framework, identifies risks with criticality and ensured that appropriate methodology, processes and systems are in place to monitor, evaluate and mitigate the risks associated with the business of the Company, which in the opinion of the Board may threaten the existence of the Company. The risk management policy is also uploaded in the Company's website www.andrewyule.com.

29. AUDIT COMMITTEE:

The Company has in place a Board level Audit Committee in terms of the requirements of the Companies Act, 2013 read with rules made thereunder and regulation 18 of SEBI Listing Regulations, the details in respect of which are given in the corporate governance report. All the issues are fairly and transparently deliberated in the Audit Committee meetings which are held at regular intervals. The views and suggestions of the Audit Committee members are positively taken into account and imbibed into the Company's processes. Further, there has been no instance where the Board of Directors have not accepted the recommendations of the Audit Committee.

30. OTHER COMMITTEES OF BOARD:

Details of various other committees constituted by the Board of Directors as per the provisions of the Companies Act, 2013 and SEBI Listing Regulations are given in the corporate governance report and forms part of this report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, your Company did not have any related party transactions which required prior approval of the shareholders.

There have been no material significant related party transactions during the year under review, having potential conflict with the interest of the Company. Necessary disclosures required under the Accounting Standard (AS-18) have been made in the notes to financial statements. Hence, no disclosure is made in form AOC-2 as required under section 134(3) (h) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has also formulated a policy on related party transactions for determining materiality of related party transaction and also on dealing with related parties which has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated policy can be accessed on the Company's website at the link - http://www.andrewyule.com/ pdf/policies/Materiality_Related_ Party_Transactions.pdf.

32. DISCLOSURES UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

i. Financial summary or highlights: As detailed under the heading ‘Financial Performance'.

ii. Change in the nature of business, if any: None

iii. Details of Directors or Key Managerial Personnel (KMP), who were appointed/resigned/retired during the year:

iv. Name of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate Companies during the year: During the financial year 2023-24, none of the Companies have become or ceased to be Subsidiaries or Associate Company.

v. Details relating to deposits: There were no fixed deposits of the Company from the public, outstanding at the end of the financial year. No fixed deposit has been accepted during the year and as such, there is no default in repayment of the said deposits.

vi. There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

vii. No significant and material orders have been passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and Company's operations in future.

viii. The Company is required to maintain the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are maintained and audited by M/s DGM & Associates, cost auditors of the Company for the financial year 2023-24.

ix. There has been no instance of any one-time settlement with any Bank or Financial Institution during the year and as such the requirement of disclosure in connection with 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, does not arise.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control system of the Company is monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Company. The observations and comments of the Audit Committee are placed before the Board of Directors for reference.

34. REPORTABL E FRAUD:

No fraud has been reported by the auditors under section 143(12) of the Companies Act, 2013 during the year under review.

35. DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016:

The Company, being a Central Public Sector Enterprise, is exempted to make disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, no information is required to be appended to this report in this regard.

36. PARTICULARS OF EMPLOYEES - RULE 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016:

Your Company has not paid any remuneration attracting the provisions of rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, no information is required to be appended to this report, in this regard.

37. MANPOWER:

Manpower of the Company as on 31^st March, 2024:

38. WELFARE OF WEAKER SECTIONS OF THE SOCIETY:

Statutory welfare facilities as incorporated in the Factories Act, 1948 and The Plantation Labour Act, 1951 are administered by the Company for its employees.

Percentage of employees in total strength of the Company as on 31st March, 2024 belongs to SC/ST/OBC is as follows: SC: 8.19%, ST: 27.39% and OBC: 55.68%.

Your Company has been complying with the Presidential Directives and other instructions/guidelines issued from time to time pertaining to policies and procedures of Govt. of India regarding reservation, relaxations, concessions etc. for SC/ST/ OBC in direct recruitment.

39. EMPOWERMENT OF WOMEN:

Development of society is closely linked with development of women, which is why, empowering and encouraging women lies at the core of all our program. Various initiatives and programs create a supportive and nurturing environment for women to thrive personally and professionally. All necessary measures/ statutory provisions for safeguarding the interests of women employees in issues like payment of wages, hours of work, health, safety, welfare aspects and maternity benefits etc. are being followed by the Company.

Total number of women employees as on 31st March, 2024 were as follows:

Executives - 04 (four)

Non-Executives (including NuS and Tea Workers) - 6911 (six thousand nine hundred eleven)

Total number of women employees - 6915 (six thousand nine hundred fifteen)

40. HEALTH, SAFETY AND ENVIRONMENT:

AYCL is committed to providing a safe and healthy working environment and achieving an injury and illness-free work place. AYCL conducts all its activities in a manner that is protective for the environment, and in ensuring the health and safety of its employees, contractors, visitors, and the community around which it operates.

AYCL has implemented various health and safety measures in the Company including its factory units such as:

? the employees are being trained related to safety matters on regular basis. All occupational health and safety standards are adhered to as per the Factories Act, 1948.

? Environmental Management System in Engineering Division is in accordance with ISO 9001, ISO 14001.

? Engineering Division has implemented the "New Occupational Health and Safety Management System" (OHSMS) as per ISO 45001.

? Engineering Division has also installed Solar Power System (10KW generation) at the administrative building in line with the Government's aim for use of renewable energy as much as possible and Division is proud to say that this generation is being used by the Division for their industrial purpose since 2018-19. Engineering Division has used average 15000kwh unit from solar systems for industrial purpose.

? All tea gardens, have necessary certifications like ISO 22000 (Food, Safety, Management), Trustea, Rain Forest Alliance etc.

The following regulations are complied with as regards to the protection of the environment -

a. No destruction of natural ecosystem as well as water bodies are done.

b. No burning of plastic as well as hazardous items are allowed and even disposal of the empty chemical containers are also done as per the guidelines of State Pollution Control Board only as a part of compliances.

c. All Bio Medical wastes are also disposed as per the standard norms only.

d. Continuous training to the garden workers as well as to the community residing inside the garden are imparted about the importance of conserving and protection of the environment.

e. The tea gardens also comply with all the statutory norms laid down under the Pollution Control Board of the respective states.

? Tea industry is a non-hazardous industry. The safety of its workforce remains a prime concern. Occupational health issues have been given prime importance through advocacy on appropriate nutrition, prevention of anemia. Medical check-ups are carried out amongst the sprayers at regular intervals. All the Tea Garden Hospitals are in full operations providing all primary treatment to the workers and dependents.

? Electrical-Chennai Operation is having ISO 9001 and Central Power Research Institute (CPRI) Certification for 10MVA, 12.5 MVA, 20MVA, 31.5 MVA and 132KV power transformer.

41. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Internal Complaints Committee has been constituted. No complaint or allegation of sexual harassment has been received at the Company during the period under review.

42. GRIEVANCE REDRESSAL MECHANISM:

The Company expeditiously disposes of all the public grievances during the financial year 2023-24 and copy of the replies are sent to the controlling Ministry, in case the public grievance was being forwarded by them.

The status of the public grievances during the financial year 2023-24 is as follows:

43. INDUSTRIAL RELATIONS:

During the year under review, industrial relations at the Company continued to remain cordial and peaceful in all the units/ divisions except in a few tea gardens.

44. MEMORANDUM OF UNDERSTANDING (MOU):

The Memorandum of Understanding (MoU) with the Ministry of Heavy Industries for the financial years 2023-24 and 202425 have been signed. The MoU sets forth various targets and parameters of performance, which are assessed against actual achievements after close of the financial year. The rating for 2023-24 is not yet finalized.

45. IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT, 2005:

The Company abides by the provisions of the Right to Information Act, 2005 (RTI Act) and information seekers are furnished with relevant information by the Public Information Officers. Every endeavor is there on the part of the Company to dispose of the applications expeditiously.

During the year ended 31^st March, 2024, the number of applications received/ accepted/rejected/disposed of under RTI Act are as follows:

A. The status of the various activities monitored by the Vigilance Department during the year 2023-24 are as under:

E-governance: The Company has already implemented e-procurement policy (Rs.2 lakh and above), e-payment and e-tendering/e-auction as per the guidelines of the Ministry across all the Divisions of the Company. E-office system has already been implemented in the General Division of the Company and in other units/divisions, it will be implemented shortly. Online portal for the private tea sale is ready and will be launched in the next financial year 202425. Online vigilance complaint portal is live on AYCL website.

Structured Meeting: Quarterly Structured Meetings between CVO and CMD are being held in time and the minutes are forwarded to the competent authority.

B. Status of various activities undertaken by the Vigilance Department during the year 2023-24 are as under:

i. System Improvements: Some of the suggestions from Vigilance Department for system improvement are:

a) Implementation of various checks and measures against pilferage of store articles/diesel and processed tea etc.

b) Revamping of Batch Scales in Tea Factories,

c) Providing relaxation to Start-ups and MSEs as per relevant Government orders,

d) Adherence to the tender conditions after opening of the bids.

ii. Vigilance Awareness Week: "Vigilance Awareness Week-2023" was observed in AYCL on the theme of "Say no to corruption 'commits to the nation" in a befitting manner from 30.10.2023 to 05.11.2023, as per the instructions of the Central Vigilance Commission.

The following activities as directed by the commission were organized during the "Vigilance Awareness Week 2023":

? Integrity Pledge had been administered by the Chief Vigilance Officer of the Company to all employees of Registered Office on 30.10.2023. Oath had also been taken across the divisions/units/tea gardens on the same day.

? Interactive Session in hybrid mode for the training of officials on the role of IO/PO in conducting inquiries was conducted by CVO, AYCL was held on 02.11.2023 at Registered Office, Kolkata.

? PIDPI pamphlets/leaflets in different languages were distributed among vendors/ common citizens and employees during the Vigilance Awareness Weak in all Divisions and Tea Gardens.

Details of the vigilance cases during the financial year 2023-24 are as follows:

47. PROGRESSIVE USE OF HINDI:

In AYCL, the Unicode system has been implanted in majority of the computers of the Company. The Company has provided Hindi Language software in computers and imparting training to its employees, so that AYCL's employees can use the same in their day-to-day workings. For propagating and implementation of the provisions of Official Language Act, 1963, the company is continuously organizing Hindi competitions.

During the financial year 2023-24, Hindi poem recitation competition was held on 26th September, 2023 and Hindi slogan writing competition was held on 29th September, 2023. Hindi seminars were conducted on 30th June, 2023, 26th September, 2023, 29th December, 2023 and 27th March, 2024. Employees of the Company were encouraged to participate in various competitions in Hindi conducted by other institutions.

Presently, Board meetings and other Board Committee meetings of the Company are being conducted in Hindi also and the agenda and minutes of the said meetings are also being drafted in Hindi.

48. SWACHHTA PAKHWADA:

The Company celebrated Swachhta Pakhwada between 16^th August, 2023 to 31^st August, 2023 with great enthusiasm and grandeur. The Swachhta Pledge was taken by all employees of the Company. "Swachh Bharat" banners were displayed at different locations of the Company during the fortnight. Surroundings of the establishments of the Company were cleaned and senior officials took part in the programme. Workshops and meetings on Swachhta were organized to explain the need of a clean and hygienic work environment at the Registered Office, all factories and tea gardens which generated lot of enthusiasm amongst the participants. Company officials exercised campaigning to keep the environment clean and hygienic. Pamphlets on Swachhta were distributed during the period.

49. CORPORATE WEBSITE OF THE COMPANY:

The Company maintains a website www.andrewyule.com where detailed information of the Company is provided.

50. RESEARCH & DEVELOPMENT (R&D) FACILITIES OF THE COMPANY:

The main focus of in-house R&D facilities in the Company is to provide continuous up-gradation to the existing products to match the demands of the domestic market as well as to seize the opportunities in export market. Some of the R&D activities carried out by the company's different Divisions were as follows:

a. Tea Division:

We in the Tea Industry being member of Tea Research Association - TRA have all updated research findings which are published monthly as well as discussed in monthly council meetings at different regions. TRA being an autonomous body is highly dedicated to research & development of Tea Industry which has always helped us to improve upon land productivity and quality of tea produced.

b. Engineering Division:

(i) Oil lubricated housing: Engineering Division has developed forced oil lubrication, SR-200 type, bearing housing for Centrifugal Fans Developed in Cement, Steel & Power Sector, developed in 2022-23, the bearing housing has been successfully deployed in 2023-24. This has resulted in reduction of cost by Rs. 2 lakh and had quicken the delivery by 1 (one) month in every application.

(ii) Technology Development: Thick Seal Ring fabrication by cutting, bending and radiography welding incurs lengthy process and man-hour involvement is more. Procurement of single piece forged thick seal ring from vendor eliminates above mentioned lengthy process and reduced cost.

51. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under provisions of section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014, are furnished in Annexure-II and forms part of this report.

52. PROCUREMENT FROM MICRO, SMALL AND MEDIUM ENTERPRISES:

As per requirement of Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 and notifications issued by Central Government in this regard, PSUs are required to purchase minimum 25% of total annual purchase of specified products produced and services rendered by MSMEs. It further requires that 4% out of 25% shall be earmarked for procurement from MSMEs owned by scheduled caste or scheduled tribe entrepreneurs. Further a minimum 3% procurement from women-owned MSME is envisaged within the abovementioned 25% reservation. It also requires the PSUs to report goals set with respect to aforesaid procurement and achievements made thereto in its Annual Report.

In this regard, it is to mention that the total procurement of goods from MSME achieved during the financial year 202324 was 70.22% of procurement against target of 25%. Further, the Company achieved 3.33% procurement from SC/ST MSME, 2.88% of procurement from MSME owned by women out of the total MSME procurement during the financial year 2023-24.

53. PROCUREMENT THROUGH GeM:

The Government e-Marketplace (GeM) is a government run e-commerce portal. It is a one-stop to facilitate and enable easy online procurement of goods and services that are needed by various Government departments, organizations and PSUs. AYCL's all work centers are registered on GeM Portal and procuring the goods and services available on the portal through GeM only.

During the financial year 2023-24, AYCL has made procurement of Rs.113.93 crore. Out of which, GeM procurement was Rs. 113.46 crore, which was equivalent to 99.59% of the total procurement by the Company.

54. TRAINING PROGRAMME:

During FY 2023-24, 6 (six) online external training programs and 1 (one) internal training program were conducted.

39 participants had been imparted training during the year through various training programs.

55. STATUTORY AUDITORS AND AUDIT REPORT:

In terms of section 143(5) of the Companies Act, 2013, M/s. N.C. Banerjee & Co., Chartered Accountants was appointed by the Comptroller & Auditor General of India as the statutory auditors of your Company for the financial year 2023-24.

The report given by the Statutory Auditors on the financial statements of the Company forms part of the Annual Report. No qualification has been made by the Statutory Auditors in their Report.

RECOMMENDATIONS MADE BY THE COMMITTEE ON PAPERS LAID ON THE TABLE (RAJYA SABHA) IN ITS 150^th REPORT:

Details to be provided in the Annual Report in terms of recommendations made by the Committee on Papers laid on the table (Rajya Sabha) in its 150^th report are as under:

i. Details of the vigilance cases for the financial year 2023-24: Referred Point no.46

ii. Status of pending CAG paras and management replies: NIL

56. SECRETARIAL AUDIT AND COMPLIANCE REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. A K Labh & Co., Company Secretaries in wholetime practice, to conduct secretarial audit of the Company for the financial year ended 31^st March, 2024. Accordingly, they have conducted secretarial audit for the financial year 2023-24 and submitted secretarial audit report in form no. MR-3 which is attached hereto as Annexure-III and forms part of the board's report.

There are 3 (three) observations in the secretarial audit report.

With regard to observations of Secretarial Auditor about the non-compliance regarding composition of the Board, it is stated that AYCL, being a Central Public Sector Enterprise (CPSE) and in terms of its Articles of Association, appointment of all Directors on its Board is made by the President of India through orders issued by Ministry of Heavy Industries, Govt. of India. The Company has no role to play in the appointment process. The Company has requested the Ministry of Heavy Industries to fill up the vacant post of Directors.

Second observation is related to achieving Minimum Public Shareholding of at least 25%, in which an exemption has been granted by the Department on Economic Affairs till 1st August, 2026.

The third observation is related to rotational Directors wherein reply is same as in observation one.

Further, pursuant to the SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with regulation 24A of SEBI Listing Regulations, M/s. A K Labh & Co., Company Secretaries in whole-time practice has issued an Annual Secretarial Compliance Report to the Company for the financial year ended 31st March, 2024, with respect to compliance of all applicable regulations, circulars and guidelines issued by the Securities and Exchange Board of India. The said report has been duly submitted to BSE Ltd. Further a copy of the report is available at the Company's website at the weblink https://www.andrewyule.com/pdf/ASCR_2023-24.pdf.

57. COST AUDITORS AND COST AUDIT REPORT:

M/s. DGM & Associates, Cost Accountants (firm registration no: 000038) carried out the cost audit for the Company for the financial year 2023-24. They have been re-appointed as cost auditors for the financial year 2024-25 at the remuneration as set out in item no. 4 of the explanatory statement attached to the notice, which is subject to the ratification by the members in the ensuing Annual General Meeting.

The Company submits its cost audit report with the Ministry of Corporate Affairs within the stipulated time period.

58. COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA ON THE ACCOUNTS:

The Comptroller and Auditor General of India (C&AG) had conducted supplementary audit under section 143(6)(a) of the Companies Act, 2013 of the financial statements of Andrew Yule & Co. Ltd. for the year ended 31^st March, 2024. The comments of Comptroller & Auditor General of India under section 143(6)(b) of the Companies Act, 2013 on the accounts of the Company for the year 2023-24 forms part of this report.

59. INSOLVENCY AND BANKRUPTCY CODE, 2016:

AYCL had filed a Misc. Application seeking exemption of long-term capital gains tax arising out of sale of shares of its erstwhile Associate Company i.e. M/s Dishergarh Power Supply Co. Ltd. and its Joint Venture M/s Phoenix Yule Ltd. as

approved in the BIFR Scheme of Revival. The case was listed and reserved for orders; however, the order could not be pronounced due to mislabeling of the case. As such, on August 28, 2023, the Learned Tribunal was pleased to grant leave for withdrawal of the application and filing it fresh. As such, AYCL moved for the application to be filed fresh u/s 252 of IBC. However, due to non-existence of any such provision in the e-filing portal of the NCLT website, an application has been made to the Registrar to allow for the Company Petition to be filed under the relevant section i.e. Section 252 of the Insolvency and Bankruptcy Code, 2016.

60. DETAILS OF LAND:

Pursuant to the guideline of the Ministry of Heavy Industries, Govt. of India, the status of lands possessed by AYCL as on 31st March, 2024 is annexed as Annexure-IV and forms part of the annual report.

61. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) read with section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit and loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts of the Company on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

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

62. CAUTIONARY STATEMENT:

Statements in the report, describing the Company's objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations includes global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

63. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the endeavor of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from the Ministry of Heavy Industries, Government of India as well as other Ministries in both the Central and State Governments. The support and co-operation extended by the Comptroller & Auditor General of India, statutory auditors, cost auditors, internal auditors, secretarial auditors, tax auditors and other stakeholders, need special mention and the Directors acknowledge the same.

The Board is also thankful to the Company's valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions and suppliers in India and abroad.