Warren Tea Ltd

The Directors have pleasure in presenting their Forty-Seventh Annual Report together with the Audited Financial Statements of the Company for the year ended 31^st March, 2024.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, the Annual Return as on 31^st March, 2024 is available on the company's website at https://www.warrentea.com/Documents/mgt7_202324.pdf.

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2023-24 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings of Board/Committees attended by each Director during the financial year 2023-24 are also provided in the Report on Corporate Governance. The Board of Directors held six meetings during the year on 23^rd May, 2023, 28^th July, 2023, 15^th September, 2023, 8^th November, 2023, 12^th February, 2024 and 28^th March, 2024. The Independent Directors of the Company have held one separate meeting during the financial year 2023-24 on 12^th February, 2024 details of which are also provided in the Report on Corporate Governance.

There have been no instances where the Board of Directors of the Company have not accepted the recommendations of Audit Committee.

The Board of Directors acknowledges the responsibilities for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in the preparation of the Annual Accounts for the year ended on 31^st March, 2024 and confirm that:

a) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures therefrom;

b) the Directors had selected such accounting policies and applied them consistently in accordance with applicable provisions and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the performance of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

Directors' Report (including Management & Discussion Analysis Report) (Continued)

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

Independent Directors' Declaration

The declarations required under Section 149(7) of the Companies Act, 2013and Regulation 25(8) of SEBI (Listing obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

The Particulars of loans given by the Company pursuant to Section 186 of the Companies Act, 2013 are covered in Notes 5 & 13 of the Notes to the Financial Statements.

The Company has not given any guarantee.

Particulars of investments made by the Company as required to be disclosed in terms of Section 134(1)(g) of the Companies Act, 2013 is given in Note 4 of the Notes to the Financial Statements.

All Related Party transactions entered into by the Company with related parties during the financial year under review, were conducted on an arm's length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report.

All the transactions have been duly evaluated by the Audit Committee and Board and have been found beneficial for the Company. These transactions were inter alia based on various considerations such as business exigencies, synergy in operations and resources of the related parties.

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Directors' Report (including Management & Discussion Analysis Report) (Continued)

As mentioned in the Directors Report last year the Company has disposed off and exited from the tea plantation business. Efforts are continuing to consolidate its financial position including containment and optimization of liabilities and to improve the overall performance. Further efforts are being made with the professional services to enter into new area of business i.e. i) Tea marketing in selected districts as well as ii) To carry on tea business as Merchant Exporters.

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

At the meeting held on 28^th July, 2023, the Board recommended shifting of Registered office of the Company from Tinsukia, ‘The state of Assam' to Kolkata, ‘The State of West Bengal'.

It is also mentioned that the Company has got approval from its shareholders at the Annual General Meeting held on 12^th September, 2023 after that an Order issued on 19^th day of February, 2024 by the Office of Regional Director (NER) in respect of application before the Regional Director (NER) Ministry of Corporate Affairs in the matter of the Companies Act, 2013 under section 13(4).

Directors' Report (including Management & Discussion Analysis Report) (Continued)

Subsequently your Company took necessary action in this regard and filed the necessary forms to the Ministry of Corporate Affairs for getting final approval from the Ministry of Corporate Affairs regarding the shifting of Registered Office. On receiving the final approval from Ministry of Corporate Affairs the Company will take further steps regarding intimation to all concerned statutory Authorities as applicable in relation to shifting of Registered Office of the Company from the state of Assam to state of West Bengal.

As on March, 31, 2024, Company does not have any Subsidiary/Joint Ventures.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

The Company as on 31^st March, 2024 has one associate company namely, Maple Hotels & Resorts Limited.

During the year under review, increase in demand in travel and tourism market remained to be decent. Hospitality, being a core segment of the said market, has also gained and so do your Company. Turnover has been improved in the financial year 2023-24 to Rs. 2082.19 lacs against the previous year's figures of Rs. 1863.93 lacs. The Company has acquired through long term lease two more Hotels at Pushkar and Udaipur effective 15^th September, 2023 and 1^st November, 2023 respectively on running hotel basis. Since the acquisitions are towards the second half of the year and require renovation and upgradation to Brand "Vesta's" quality standard, both capital and revenue expenses had to be incurred, the profit took a minor hit as mentioned above. Also the sales at initial level in these two properties were low due to absence of brand awareness of these two properties in the market, resulting in achievement of lower than expected sales from these two properties. As a result, the total comprehensive income has been reduced marginally from Rs. 287.09 lacs to Rs. 249.40 lacs in 2023-24.

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

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

Your Company has in place adequate system of Internal Control at all levels of Management and commensurate with its size and nature of operations and they are regularly reviewed for effectiveness by firms of practising Chartered Accountants. The details in respect of the Internal Control Systems and their adequacy are set out in the Management Discussion and Analysis Report forming part of the Board's Report. The Audit Committee of the Board review on the Internal Audit Report and corrective action taken on the findings are also reported to the Audit Committee.

Directors' Report (including Management & Discussion Analysis Report) (Continued) Statutory Auditors and Auditors' Report Auditors

The present Statutory Auditors, M/s GARV & Associates, Chartered Accountants (Firm Registration No. 301094E ) were appointed as Statutory Auditors at the forty fourth Annual General Meeting held on 15^th September, 2021 to hold office till the conclusion of the forty ninth Annual General Meeting.

Your Company's Statutory Auditors, Messrs GARV & Associates, Chartered Accountants (Firm Registration No. 301094E) have submitted their Report in respect of the financial year 2023-24 under Section 143 of the Companies Act, 2013.

The report of the Statutory Auditors during the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

Your Company has exited from tea plantation business last year. Consequently, the provisions of the Companies Act, 2013 with regard to maintenance of cost records as specified by the Central Government under sub-section 1 of Section 148 of the Companies Act, 2013 are not applicable.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Messrs MKB & Associates, Practising Company Secretaries had been appointed as the Secretarial Auditor of the Company to carry out the Secretarial Audit including Secretarial Compliance Audit for the Financial Year 2023-24.

The Secretarial Audit Report certified by Messrs MKB & Associates in the specified Form MR-3 is annexed to this Report as Annexure A which is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Furthermore, the Secretarial Auditor, Messrs. MKB & Associates, Practising Company Secretaries have also certified the compliance as per the SEBI (Listing Obligations and Disclosure requirements) (Amendment) Regulations, 2018 and same has been intimated to the Stock Exchanges within the stipulated time.

None of the Auditors of the Company have reported any fraud during the year under review.

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

The Company has earned revenue from interest on its inter corporate deposits, term deposits with banks, mutual funds. The total revenue earned during the year under review was to the tune of Rs 165.79 lacs.

Revenue from Operations during the Financial Year 2023-2024

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

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

Dividend

Your Directors are of the view that considering performance for the year it would not be prudent to declare any dividend for the year under review.

No material changes and commitments have occurred from the date of close of financial year till the date of this Report, which might affect the financial position of the Company.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy:

The Company does not have any manufacturing activity and consumption of energy is strictly restricted to office purpose and efforts are made to keep consumption levels as low as practicable.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

During the year under review there has not been much scope to take steps for utilizing alternate source of energy by your Company.

(iii) The capital investment on energy conservation equipments :

As already mentioned above, the electricity consumption required for the use and running of office is kept as low as is practicable.

(B) Technology absorption –

(i) The efforts made towards technology absorption;

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Your Company is Year) - not engaged in (a) the details of technology imported; any manufacturing (b) the year of import; activity and hence not (c) whether the technology been fully absorbed; applicable.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

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

(C ) Foreign exchange earnings and outgo :

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

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

ii ) Total Foreign exchange used and earned :

The Company has adopted and implemented a Risk Management Policy after identifying various risks which the Company encounters with. The Risk Management Committee reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company. Details of Risk Management Committee are given separately in the Corporate Governance Report at Annexure ‘C' to this Report. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Corporate Social responsibility forms on integral part of your Company's business activities. The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are :

- Formulate and recommend to the Board, the CSR Policy

- Recommend the amount of expenditure to be incurred on the activities undertaken

- Monitor the CSR Policy of the Company from time to time

- Review the performance of the Company in the area of CSR including the evaluation of the impact of the Company's CSR activities

- Review the Company's disclosure of CSR matters.

The Policy is also available on the Company's website at www.warrentea.com. The CSR Committee of the Board as on 31^st March, 2024 comprised of Mrs. Sonia Barman, Chairman, Mrs. Anup Kaur Bindra, Mr. Vinay K. Goenka and Mr. Kunal R. Shah members, all of whom are independent Directors except Mr. Vinay K. Goenka, Executive Chairman. The Committee reconstituted on 28^th March, 2024 consisting of Mr. Kunal R Shah as Chairman, Mr. Vinay K. Goenka, Mrs. Atrayee Ghosal, Mr. Indraneel Banik and Mrs. Soma Chakraborty as members with effect from 1^st April, 2024.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a whole and the various Board Committees. The Nomination and Remuneration Committee of the Company has laid down parameters for performance evaluation in the policy.

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as whole and all committees of the Board. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and as per the criteria laid down by the Nomination and Remuneration Committee. The Board members were satisfied with the evaluation process.

The details of the Committee alongwith composition of Company's Audit Committee and meetings held is included in the Corporate Governance Report. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. Further details of the Committee relating to their terms of reference, composition and meetings held during the year, are included in the report on Corporate Governance in Annexure C to this Report.

The Company has established an effective vigil mechanism for directors and employees with a view to report their genuine concerns about unethical behaviour, actual or suspected fraud /or violation of Company's code of conduct/leak of unpublished price sensitive information. The Audit Committee of the Board monitors and oversees such Vigil Mechanism of the Company. It is also confirmed that no personnel has been denied access to the audit committee during the year under review.

A detailed policy related to the Whistle Blower – Vigil Mechanism is available at Company's website at www.warrentea.com

The details of the Committee alongwith the composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report. It recommends to the Board, inter alia, the Remuneration Package of Directors and Key and other Senior Managerial Personnel. Further details relating to the Committee are set out in the Report on Corporate Governance in Annexure ‘C' to this Report.

The policy for evaluation of Directors which contains evaluation criteria; such criteria include contributing to, monitoring and reviewing etc. and has acted upon the same. The particulars required to be furnished relating to the Policy on Directors' appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director and other related matters including remuneration of employees has been uploaded on the website of the Company, which can be accessed under the weblink: https://www.warrentea.com/Documents/nomination_remuneration_policy.pdf

The Company's Policy on Director's appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

Details of the Committee alongwith composition and meetings held during the year under review are provided in the Report on Corporate Governance in Annexure C to this Report.

As reported in the last year's Annual Report, the Company has already exited from its tea plantation business/trading of teas.

During the year under review, your Company has duly complied with the applicable Provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

In accordance with the Articles of Association of the Company, Mr Vinay K Goenka (DIN 00043124), Executive Chairman of the Company retires by rotation at the 47^thAnnual General Meeting and being eligible has offered himself for reappointment.

Mr. Vinay K Goenka (Mr. Goenka) (DIN 00043124) was reappointed as Executive Chairman for a period of three years with effect from 1^st April, 2021 (approved by the Members at the Annual General Meeting held on 15^th September, 2021), which term of office expired on 31^st March, 2024. The Board, based on recommendations of the Nomination and Remuneration Committee and Audit Committee at their meeting held on 28^th March, 2024 reappointed Mr. Goenka as Executive Chairman of the Company for a period of three years with effect from 1^st April, 2024, on the terms and conditions contained in the Agreement to be entered into by the Company with Mr. Goenka subject to approval of the Members of the Company in acceptance with the requirements of schedule V to the Act.

The Board of Directors at its meeting held on 28^th March, 2024, following the recommendations of the Nomination and Remuneration Committee and subject to the approval of the members of the Company has appointed Mr. Indraneel Banik (DIN : 09687872), Chief Financial Officer of the Company as Whole time Director of the Company with the designation as Executive Director & Chief Financial Officer, for a period of three years commencing from 1^st April, 2024.

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

Mrs. Atrayee Ghosal (DIN : 10537143) was appointed as Additional Woman Director in the category of Non Executive Independent Director of the Company at the Board Meeting held on 28^th March, 2024. She shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. Ms. Atrayee Ghosal is proposed to be appointed as Independent Director at the ensuing 47^th AGM of the Company for a consecutive period of five years with effect from 1^st April, 2024. Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 of the Companies Act, 2013 relating to retirement of Directors by rotation is not applicable to the Independent Director. The Company has received declarations from its Independent Director under Section 149(7) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Mr. Dharam Chand Dharewa (DIN : 05327284) was appointed as Additional Director in the category of Non Executive Independent Director of the Company at the Board Meeting held on 28^th March, 2024. He shall hold office till the conclusion of the ensuing AGM of the Company. Mr. Dharam Chand Dharewa is proposed to be appointed as Independent Director at the ensuing 47^th AGM of the Company for a consecutive period of five years with effect from 1^st April, 2024. Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 of the Companies Act, 2013 relating to retirement of Directors by rotation is not applicable to the Independent Director. The Company has received declarations from its Independent Director under Section 149(7) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Mr. Umang More (DIN : 10547611) was appointed as Additional Director in the category of Independent Director of the Company at the Board Meeting held on 28^th March, 2024. He shall hold office till the conclusion of the ensuing AGM of the Company. Mr. Umang More is proposed to be appointed as Independent Director at the ensuing 47^th AGM of the Company for a consecutive period of five years with effect from 1^st April, 2024. Section 149(13) states that the provisions of sub-section (6) and (7) of Section 152 of the Companies Act, 2013 relating to retirement of Directors by rotation is not applicable to the Independent Director. The Company has received declarations from its Independent Director under Section 149(7) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The Key Managerial Personnel of the Company are Mr. Vinay K Goenka, Mrs. Soma Chakraborty and Mr. Indraneel Banik.

The Company has received declarations from its Independent director under Section 149(7) confirming that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

The second term of the appointment of two Non Executive independent Directors of the Company namely Mr. Sriprakash Bhoopal and Mr. Nilotpal Dutta have been completed on 31^st March, 2024.

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

None of the Directors of the Company is disqualified for being appointed as Director, as specified under Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is satisfied of the integrity, expertise and experience (including proficiency) in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. The Independent Directors have also declared that they have registered their name with the data bank maintained by the Indian Institute of Corporate Affairs as required under the provisions of section 150 of the Act read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

The information of employees and managerial remuneration, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other details are annexed herewith and forms part of this Report (Annexure B).

Your Company treats its human capital as its most important asset. Your Company maintains harmonious relationship with the employees.

Industrial relations remained cordial throughout the year and your Board of Directors thank employees at all levels for their valuable service and support during the year. Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. As per the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), your Company has also established a policy to prevent sexual harassment of its women employees. The policy allows every employee to freely report any such act with the assurance of prompt action to be taken thereon. The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints.

Further, the Company has in place Internal Complaints Committee for Kolkata and your Company had complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Following are the particulars relating to complaints handled by the Company during the year:

Number of complaints of Sexual Harassment received/filed and disposed off during the year and pending as on end of financial year .

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under Regulation 17 to Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate Report on Corporate Governance in terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also provided in Annexure C to this Report.

In order to avoid duplication between the Director's Report and Management Discussions & Analysis, your Directors give a composite summary of the business and functions of the Company in the following pages.

Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates disclosure under specific heads which are given in the following paragraphs and which continue to be followed in the usual course of the Company's business over the years in discussion amongst the Directors and Senior Management Personnel.

(a) Industry Structure and Developments

Tea being a seasonal Industry, plantation activities is subject to the vagaries of nature. The crop yield depends on the climatic condition to a very large extent. For increasing the crop yields implementation of necessary improved agricultural practice are required which is very essential for the growth and betterment of the Industry. Tea has established itself as a wellness and life-style beverage and several varieties of teas are emerging in the market opening up the new avenue. The last two/three financial years were very challenging while the world economies were trying to recover from the aftermath of Covid Pandemic recession and financial instabilities hit many countries hard due to the ongoing Ukraine and Russia war conflict in Middle East and other region sanction imposed on current and natural calamities added to woes. Substantial increase in labour wages, high social cost, over most other tea producing countries, high infrastructure cost and increasing energy and other input costs remain the main problem in Indian tea industry. However, inspite of this scenario, outlook of tea industry is positive due to its increase in demand, consumption and acceptance of the same as a wellness drink globally.

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

(b) Opportunities and threats

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

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

(c) Segment-wise or Product-wise Performance

The Company does not have any separate primary business segment.

(d) Outlook

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

(e) Risks & Concerns

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

(f) Internal Control Systems & their Adequacy

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

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

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

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

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

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

However due to border skirmish aggravating to war in between Ukraine and Russia and in the West Asia alongwith consequent fallout in and around the region, the company's merchant exporting plans are put on hold . The Company has been looking into logistics, guidelines issued anew by food safety authority, identifying quality tea producers, engaging with service venders for warehousing, transportation, packeting, labeling, etc. , besides brand promotion work , which have taken its toll , as the Company is foraying into newer channels of retail marketing . This entailed most of the year under review. The Company meanwhile stayed afloat with revenue from interest on its inter corporate deposits, term deposits with banks, mutual funds. The Company during the year under review has earned an amount of Rs. 165.79 lacs from interest earned on deposits with banks, mutual funds, etc.

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

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

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

(i ) Details of significant changes in Key Financial Ratios along with detailed explanations therefor.

Details of significant changes (25% or more as compared to the immediately previous Financial Year) in key financial ratios in 2023-24

(j) Details of Changes in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

The Return on Net Worth for the year was (0.98%) as compared to (5.89%) in the immediate previous financial year.

As the Company has consolidated and strengthened its financial position by disposing off all its existing four tea estates, the Return on net worth shows the positive trend.

A Declaration affirming compliance with the Code of Conduct of the Company and Auditor's Certificate of compliance with the conditions of Corporate Governance are collectively annexed in Annexure C to this Report.

Your Directors state that :

1. There is no change in the share capital of the Company during the year.

2. No amount is proposed to be transferred to General Reserve during the year.

3. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

4. During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

5. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule8 (5) (xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of company's operations in future.