Shri Vasuprada Plantations Ltd

In view of accumulated losses, the Board of Directors regret their inability to propose any dividend to preference shareholders and equity shareholders of the Company for the year ended 31st March, 2025.

Dividends on 6% NonConvertible Redeemable Preference Shares issued by the Company, have remained unpaid for 2 years and as such those Preference Shareholders have acquired voting rights for all the resolutions in the Notice convening this AGM pursuant to Section 47(2) of the Companies Act, 2013.

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2025.

Your Company produced 32,23,423 Kgs. of Tea during the year as against 36,17,561 Kgs. produced during the year 202324, a decrease of 3,94,138 Kgs. from the previous year; 3,36,773 Kgs. of Coffee during the year as against 3,27,458 Kgs. during the year 202324, an increase of 9,315 Kgs. from the previous year and 15,49,104 Kgs. of Rubber during the year as against 11,67,320 Kgs. produced during the year 202324, an increase of 3,81,784 Kgs. from the previous year. Turnover for the year under review stood at 12257.99 lacs as against 9735.98 lacs in the previous year. For the year under review, net profit of the Company stood at 568.66 lacs as against net loss of 830.96 lacs in the previous year. The Company has incurred capital expenditure amounting to 574.51 lacs during the year ended 31st March, 2025 as compared to 484.75 lacs for the same period last year.

The issued, subscribed and paidup share capital of the Company as on 31st March, 2025 stood at 32,28,44,020 divided into 82,84,402 Equity Shares of 10 each fully paidup and 24,00,000 NonConvertible Redeemable Preference Shares of 100 each fully paidup. During the year under review, there has been no change in the capital structure of the Company and neither the Company has granted any stock options and sweat equity. As on 31st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

The particulars of loans given, guarantees provided and investments made under section 186 of the Companies Act, 2013 have been disclosed in the notes of the Standalone financial statements for the year ended 31st March, 2025.

As required under the SEBI (LODR) Regulations, 2015 related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions. All the related party transactions entered into by the Company are on arm's length basis and are in ordinary course of business in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the Company at large. None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Accordingly, no transactions are being reported in Form AOC2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the transactions with related parties during 202425 are provided in the accompanying Notes to the financial statements.

The policy on Related Party Transactions has been uploaded on the website of the Company and can be accessed at http://www.svpl.in/pdf/rptpolicy.pdf.

The Company as on 31st March, 2025 has one whollyowned subsidiary company namely, Keshava Plantations Pvt. Ltd. and one associate company namely The Cochin Malabar Estates And Industries Ltd.

Pursuant to Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the above mentioned whollyowned subsidiary is material subsidiary and the Company is in compliance with the Regulation 24(5) and (6) of the SEBI (LODR) Regulations, 2015.

The Board of Directors have approved a policy on determining material subsidiaries in line with SEBI (LODR) Regulations, 2015. The policy has been uploaded on the website of the Company and can be accessed at https://svpl.in/pdf/materialsubsidiariespolicy.pdf Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company's Subsidiary and Associate in Form AOC1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements alongwith the relevant documents and separate audited accounts in respect of Subsidiary are available on the website of the Company. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

The audited consolidated financial statements of the Company together with Auditors' Report for the year ended 31st March, 2025 forms part of this Report.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is uploaded on the website of the Company and can be accessed at https://www.svpl.in/pdf/annualreturn2025.pdf

M/s. Singhi & Co, Chartered Accountants (Firm Registration No.302049E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on August 4, 2022 to hold office for a period of five years till the conclusion of the Annual General Meeting for the Financial Year 202627.

Your Company has received a certificate from M/s. Singhi & Co, Chartered Accountants confirming the eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the SEBI (LODR) Regulations, 2015.

M/s. Singhi & Co. (Firm Registration No.302049E), Chartered Accountants, Auditors of the Company, have submitted their Independent Auditors Report on the Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2025 and they have made no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors have confirmed that they comply with all the requirements and criteria and are otherwise qualified to continue to act as Auditors of the Company.

The Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries (Firm Registration No. P2010WB042700), to carry out secretarial audit for the financial year 202425 in terms of the provisions of Section 204(1) of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year 202425 is provided in the Annexure A forming part of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (LODR) Regulations, 2015, the Board has recommended to appoint M/s. MKB & Associates, Company Secretaries (Firm Registration No. P2010WB042700), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years from Financial Year 202526.

The proposed firm has given its consent cum eligibility certificate confirming that the appointment, if made, would be within the limits prescribed by Institute of Company Secretaries of India (ICSI) for maximum number of Secretarial Audits and that they are not disqualified to be appointed as the Secretarial Auditor as required by the SEBI (LODR) Regulations, 2015. They have also provided confirmation that they hold a valid certificate issued by the ‘Peer Review Board' of the ICSI.

As required under the SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of material unlisted subsidiary Company M/s. Keshava Plantations Private Ltd., forms part of the Report. The report does not contain any qualification, reservation or adverse remarks.

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain cost records and accordingly such records and accounts are maintained.

On the recommendation of the Audit Committee and in compliance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, the Board has reappointed M/s. D. Sabyasachi & Co., Cost Accountants (FRN : 000369), as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 202526.

In accordance with Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the Financial Year 202526 would be placed at the ensuing Annual General Meeting for ratification.

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

The particulars as prescribed under Clause (m) of SubSection (3) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology Absorption and foreign exchange earnings and outgo is provided in Annexure B forming part of this Report.

The Company does not fall under the criteria of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014 for the financial year under review.

However, the Company continues its welfare activities by participating in various projects sponsored by TAI, ITA, ABITA, TOKLAI, UPASI, KPA in the States of Assam, Karnataka & Kerala and also directly contributes to the area's social causes.

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Mr. Indrajit Roy (DIN : 09760378), will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment to the members of the Company in the ensuing Annual General Meeting.

Mrs. Komal Bhotika (DIN : 08845578) was appointed as Independent Director of the Company for five consecutive years for a term upto 25th August, 2025. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 17th May, 2025 has recommended her reappointment as Independent Director for a second term of five consecutive years w.e.f. 26th August, 2025 who shall not be liable to retire by rotation. The Board is of the opinion that her association would be of immense benefit to the Company and it is desirable to avail her service as Independent Director. As she is seeking reappointment, the resume and other information as required by Regulation 36 of the SEBI (LODR) Regulations, 2015 have been given in the notice convening the ensuing Annual General Meeting. All Independent Directors have submitted their disclosures to the Board that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and in accordance with Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 which has been duly assessed by the Board as part of performance evaluation of Independent Directors. The Independent Directors are not liable to retire by rotation. In the opinion of the Board, the Independent Directors are persons of integrity and possesses the requisite expertise and experience and are independent of management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also Code of Conduct for Directors and senior management personnel.

None of the Directors proposed for appointment /reappointment at the ensuing AGM are disqualified from being appointed/reappointed as Director under the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 or any other order of MCA, SEBI or any other statutory authorities.

Independent Directors have been familiarized with the nature of operations of the Company and the industry in which it operates and business module of the Company. The details of the familiarization programme have been posted on the website of the Company and can be accessed at https://svpl.in/pdf/familiarisationprogramme.pdf.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Indrajit Roy, Executive Director, Mr. Sayansiddha Das, Chief Financial Officer and Mr. S. Bagree, Manager (Finance) & Company Secretary. There was no change in the Key Managerial Personnel of the Company during the year under review.

The Subsidiary Company does not pay any remuneration to the Executive Director of the Company. Accordingly, disclosure under Section 197(14) of the Companies Act, 2013 is not applicable.

The Board met 4 (four) times during the financial year, the details of which are given in the "Report on Corporate Governance" forming part of this Annual Report. The maximum interval between any two meetings was within the maximum gap allowed pursuant to the Companies Act, 2013 & SEBI (LODR) Regulations, 2015.

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the SEBI (LODR) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI, the Board of Directors have carried out the annual performance evaluation for the Board, Committees of the Board, individual Directors including the Chairman of the Company for the Financial Year ended 31st March, 2025.

A separate meeting of Independent Directors was held on 7th February, 2025, wherein performance of the NonIndependent Directors, performance of the Board, as a whole (including the Committees) and also that of the Chairman was discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

Audit Committee : The composition, number of meetings held, attendance and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee : The composition, number of meetings held, attendance and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Stakeholders' Relationship Committee : The composition, number of meetings held, attendance and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Issue & Allotment Committee : The composition, number of meetings held, attendance and terms of reference of the Issue & Allotment Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Board has adopted a Nomination and Remuneration Policy for identification, selection, appointment and payment of remuneration to Directors, Key Managerial Personnel (KMP) and Senior Managerial Personnel (SMP) of the Company. The policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee and also provides the mechanism for the performance evaluation of the Directors.

The Remuneration Policy aims to enable the Company to attract, retain and motivate qualified members for the Board and other executive level. It ensures that the interest of Board members and senior executives are aligned with the business strategy and risk tolerance objectives, values and long term interests of the Company. The Nomination and Remuneration Committee along with Board reviews on an annual basis appropriate skills, characteristics and experience required of the executives for the better management of the Company. The Company has a credible and transparent framework in determining the remuneration of Wholetime Directors, KMPs and SMPs. Remuneration to Directors/ Manager is paid within the limits as prescribed under the Companies Act, 2013 and as approved by the members of the Company. The Company pays remuneration to NonExecutive Directors by way of sitting fees for attending Board / Committee meetings.

The aforesaid Remuneration policy has been uploaded on the website of the Company and can be accessed at https:// svpl.in/pdf/remunerationpolicy.pdf.

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that: i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure; ii) the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profits of the Company for the year ended on that date; iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the annual accounts have been prepared on a going concern basis; v) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has framed a Whistle Blower Policy / Vigil Mechanism for Directors and Employees for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct.

The Audit Committee of the Board monitors and oversees such vigil mechanism of the Company. It is also confirmed that no personnel has been denied access to the audit committee during the year under review.

The details of the Whistle Blower Policy / Vigil Mechanism are posted on the Company's website and can be accessed at https://svpl.in/pdf/whistleblowerpolicy.pdf

The Company has zero tolerance for sexual harassment at work place and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention, prohibition and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. No complaint was pending at the beginning of the year, no complaint was received during the year, and hence, no complaint was pending at the end of the year. The policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 has been uploaded on the website of the Company and can be accessed at https://svpl.in/pdf/sexualharassmentpolicy.pdf

The Company has laid down well defined risk management mechanism covering the risk exposure, potential impact and risk mitigation process. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame work.

For ensuring methodical and efficient conduct of its business, the Board has adopted policies and procedures. Thus, it ensures on the one hand, safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy and completeness of the accounting records, timely preparation of financial disclosures and on the other hand, encourages the improvement of the operational performance of the Company.

The Internal Audit of the Company was carried out by M/s. J K V S & Co., Chartered Accountants. The Audit Committee of the Board reviews the Internal Audit Report and corrective actions taken on the findings are also reported to the Audit Committee.

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards SS1 and SS2 issued by The Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meetings.

Management Discussion and Analysis Report for the year under review is provided in Annexure C forming part of this Report.

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to 1,13,441/ lying with the Company for a period of seven years were transferred to the IEPF during the financial year 202425. b) Transfer of shares to IEPF

As required under Section 124 of the Act, 6532 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, has been transferred by the Company to the IEPF during the financial year 202425. Details of shares transferred to IEPF have been uploaded on the website of IEPF as well as the Company.

The Company has adopted the Corporate Governance Policies and Code of Conduct which set out the principle of running the Company with fairness, transparency and accountability. A report on the Corporate Governance forming part of the Directors' Report is attached. A certificate from a Practicing Company Secretary regarding compliance of the Corporate Governance is given in the Annexure D forming part of this Report.

The Company has committed to maintaining highest standard of safety, health, environment protection and has complied with all applicable statutory requirements and prevention of pollution. It always strives to keep the estates greener and cleaner and committed to the safety and health of its employees.

The Board desires to place on record its appreciation for the support and cooperation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavor to build and nurture strong links with trade, based on mutuality, respect and cooperation with each other.

AWARDS & RECOGNITIONS l The Company has been accredited with ISO 9001:2015 certification by SGS, UK l Joonktollee Tea Estate in Assam has been accredited with ISO 22000 : 2018 certification by Cotecna Inspection India Pvt. Ltd. l Jamirah Tea Estate in Assam has been accredited with ISO 22000 : 2018 certification by Cotecna Inspection India Pvt. Ltd. l Goomankhan Estate has bagged The Golden Leaf Awards for the leaf and dust categories for 2024. l Azizbagh Tea Estate owned by M/s. Keshava Plantations Pvt. Ltd., wholly owned subsidiary of the Company has been accredited with ISO 22000 : 2018 certification by Cotecna Inspection India Pvt. Ltd. l Azizbagh Tea Estate has also been accredited with Rainforest Alliance Certificate by M/s. Indocert.

The Company has obtained domestic credit ratings of IVR BB with Stable outlook for long term bank facilities and IVR A4 rating for short term bank facility from Infomerics Valuation and Rating Pvt. Ltd. and IND B+/Stable from India Ratings & Research Pvt Ltd for its listed NonConvertible Debentures.

OTHER DISCLOSURES i) There were no material changes and commitments affecting the financial position of the Company occurring between the end of financial year and the date of this Report.

ii) There is no change in the nature of business of the Company. iii) There were no significant and material orders passed by regulator or courts or tribunals impacting the going concern status and Company's operation in future. iv) There were no instances of one time settlement with any Bank or Financial Institution. v) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and as on date of this report, there was no application made and proceedings initiated / under the Insolvency and Bankruptcy Code, 2016. vi) The Executive Director does not draw any remuneration from subsidiary companies.

The information required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure E and forms part of this Report.

None of the employees of the Company fall within the purview of the information required under Section 197 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year.

Further, in accordance with the provisions of Section 197(12) and 136(1) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees, drawing remuneration in excess of the limits set out in the aforesaid Rules is readily available for inspection by the members at the Company's registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any member of the Company, who sends a written request to the Company Secretary.

Your Directors take this opportunity to thank the Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the stakeholders for their continued cooperation and support to the Company. Your Directors also wish to record their appreciation for the continued cooperation, support and commitment received from the employees of the Company at all levels amidst challenging times and look forward to their support in the future as well.

On behalf of the Board

Place : Kolkata Hemant Bangur Date : 17^h May, 2025 Chairman

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHRI VASUPRADA PLANTATIONS LIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

The Company's Management is responsible for preparation and maintenance of secretarial and other records and for devising proper systems to ensure compliance with the provisions of applicable laws and Regulations. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit and considering the relaxations granted by Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025, to the extent applicable, according to the provisions of: i) The Companies Act, 2013 (the Act) and the Rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 and Rules made thereunder; iii) The Depositories Act, 1996 and Regulations and Byelaws framed thereunder; iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct investment and External Commercial Borrowings; v) The Regulations and Guidelines prescribed under the Securities & Exchange Board of India Act, 1992 ("SEBI Act") or by SEBI, to the extent applicable: a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 e) The Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021; f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 vi) Other than fiscal, labour and environmental laws which are generally applicable to all manufacturing companies, the following laws/acts are also, inter alia, applicable to the Company: a) The Food Safety and Standards Act, 2006 and Food Safety and Standard Rules, 2011; b) The Legal Metrology Act, 2009 and Legal Metrology (Packaged Commodities) Rules, 2011; c) The Tea Act, 1953 and Rules thereunder; d) Tea Warehouse (Licensing) Order, 1989; e) The Tea Waste (Control) Order, 1959; f) The Tea (Marketing) Control Order, 1984; g) The Coffee Act, 1942 and the Rules made thereunder; h) The Coffee Market Expansion Act, 1942; i) The Bureau of Indian Standards (BIS) Act, 1986; j) The Plantations Labour Act, 1951; k) The Assam Plantation Labour Rules, 1956; l) The Plantation Labour (Karnataka) Rules, 1956; m) The Rubber Act, 1947 We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India. During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that: a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act and Listing Regulations. b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. c) None of the directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting member's view in the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the period under the audit the Company has passed a resolution to contribute funds for charitable or other purposes not exceeding to Rs. 50,00,000/ (Rupees Fifty Lakhs) or 5% of the Company's average net profits of last 3 (three) immediately preceding financial years, whichever is greater, in any financial year.

We further report that during the period under audit the Company has passed special resolution towards appointment of Mr. Manish Kumar Bihani (DIN: 00914698) as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years w.e.f. 30th March, 2024. This report is to be read with our letter of even date which is annexed as Annexure I which forms an integral part of this report

For MKB & Associates

Firm Reg No: P2010WB042700

Membership no. 17190 COP no. 18428 Peer Review Certificate No.: 1663/2022 Place: Kolkata UDIN: A017190G000474451

To

The Members,

Our report of even date is to be read along with this letter.

1. It is management's responsibility to identify the Laws, Rules, Regulations, Guidelines and Directions which are applicable to the Company depending upon the industry in which it operates and to comply and maintain those records with same in letter and in spirit. Our responsibility is to express an opinion on those records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management's Representation about the compliance of Laws, Rules, Regulations, Guidelines and Directions and happening events, etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For MKB & Associates

Firm Reg No: P2010WB042700

Membership no. 17190 COP no. 18428 Peer Review Certificate No.: 1663/2022 Place: Kolkata UDIN: A017190G000474451

I. In line with the Company's commitment towards conservation of energy, all the estates continue with their efforts aimed at improving energy efficiency through improved operational and maintenance practices. The steps taken in this direction at various estates are as under: ^l Replacement of old motors with energy efficient motors to reduce unit consumption. ^l Installation of Gas Generating Sets for generating power. ^l Maintenance and overhaul of generators to achieve a high unit per litre delivery. ^l Continued emphasis on maintenance of power factor to reduce units consumed and improved electrical efficiency. ^l Installation of adequate power capacitors for achieving ideal power factor.

During the year under review foreign exchange earnings was 574.43 lacs and foreign exchange outgo was NIL