B & A Ltd

STATE OF COMPANY'S AFFAIRS

Revenue from operations for the year under review was lower by Rs. 277.10 lakh compared to the previous year. “Profit Before Tax (PBT)” decreased by Rs. 255.80 lakh over the previous year. The Earnings Per Share for the year stood at Rs. 6.37, reflecting a decrease of Rs. 3.50 compared to the preceding financial year.

The following tables give the details of your Company's performance in terms of production, sales and average price fetched during the year under review compared to previous year:

DEVELOPMENT ACTIVITIES

Development work in all gardens of the Company was impacted due to adverse weather conditions that prevailed during FY 24-25. However, development work in the gardens were undertaken on priority basis. Samaguri, Mokrung and Gatoonga Tea Estates made progress in development work during the period under discussion.

ACCREDIATIONS

Four out of five Company's factories namely Gatoonga, Sangsua, Salkathoni, Mokrung and Moheema are Trustea-certified for their own leaf production. Additionally, Salkathoni, Mokrung, and Sangsua have received Trustea accreditation for processing bought tea leaves. All the factories, except Moheema, have been accredited with ISO 22000 certification. An application for ISO certification for Moheema has been submitted. All factories operate in compliance with food safety standards.

FINANCE

Due to increase in cost of production mainly on account of wage revision and decrease in production resulting in lower volume of sale, bank borrowings had increased with consequential increase in interest cost.

INFORMATION TECHNOLOGY

Your Company has always been the front runner in adopting technology and staying tuned with the changes in information technology ecosystem which has become our DNA and ingrained in all our actions. The recent global pandemic, supply and logistic disruptions, soaring inflation and crude and forex

volatility have taught us the importance of being prepared for uncertainties and significance of swift decision making. These can be achieved by being future-ready by adopting technology transformation and data mining. At B & A, the Company uses sales and service network, supply chain, human resources and finance dashboards which analyses data and provides meaningful insights data to improve efficiency. The next important activity is ‘Cyber Security' to ensure protection of Company's ecosystem from unethical hackers. Cyber security is best dealt with by creating awareness and security readiness. The Company has undertaken a series of mandatory cyber security program for its employees which will enhance user awareness regarding cyber security.

CHANGES IN RETURN OF CAPITAL EMPLOYED

The Company registered lower PBT on Y-o-Y basis due to disproportionate increase in wages and other cost and loss in revenue due to lower production and sale. As a result, return on capital employed decreased by 46.66 % compared to previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

SHARE CAPITAL

During the financial year ended 31st March 2025, there was no change in the issued, subscribed, and paid-up share capital of the Company.

DIVIDEND

The Board did not recommend any dividend for the financial year 31st March, 2025.

TRANSFER TO RESERVE

The Board of Directors did not propose to transfer any amount to the General Reserve for the financial year ended 31st March 2025.

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

Except as disclosed in this Report and the audited financial statements for the year under review, there had been no material changes or commitments made after the close of the financial year up to the date of this Report that would affect the financial position of the Company.

CHANGES IN THE NATURE OF BUSINESS

There were no material changes in the nature of business of the Company during the Year Under Review.

CORPORATE GOVERNANCE

The Board firmly believes that corporate governance is an ethically driven process rooted in core values that promote the sustainable growth of the Company. The Company remains committed to upholding the highest standards of ethics, transparency, and accountability, in full compliance with the SEBI Listing Regulations and the Code of Conduct applicable to

the Board and senior management. Your Company's governance framework is strengthened through effective Board oversight, timely disclosures, transparent accounting policies, and integrity in decision-making. A certificate from a Practicing Company Secretary confirming compliance with corporate governance provisions is attached as Annexure 2 and forms an integral part of this Report. The Company remains dedicated to fostering strong stakeholder relationships and to attracting and retaining top talent and investors.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the year ended 31st March 2025 has been uploaded on the Company's website and can be accessed at : https://www.barooahs.com/annualreturn/B&A MGT-7 24-25.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) activities of the Company are overseen by the Board of Directors. The CSR Policy, as approved by the Board, is available on the Company's website at: http://www.barooahs.com/policies/policy-on- corporate-social-responsibility.pdf. In compliance with Rule 9 of the Companies (Accounts) Rules, 2014, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities, providing an overview of the CSR Policy, key initiatives undertaken, and the details of expenditure incurred during the year under review, is attached as Annexure-3 and forms an integral part of the Directors' Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board:

The Board was duly constituted with an appropriate balance of executive and non-executive directors, independent directors and a woman director.

During the year, Mr. Partha Pratim Sengupta (DIN: 08273324) and Mr. Dipankar Mukherjee (DIN: 07450198) were appointed as Additional Directors with effect from May 25, 2024. Upon

receiving shareholder approval at the Annual General Meeting held on August 23, 2024, their appointments were regularized as Non-Executive Independent Directors.

Mr. Partha Pratim Sengupta (DIN: 08273324) resigned from the Board with effect from November 1, 2024, to pursue a new career opportunity.

A requisite certificate from a Practicing Company Secretary confirming that none of the Directors of the Company were debarred or disqualified from being appointed or continuing as Directors of any company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any other statutory authority is attached as Annexure 4 and forms an integral part of the Directors' Report.

Key Managerial Persons:

As of March 31,2025, the key managerial personnel of the Company are as follows:

Changes in Key Managerial Personnel

Mr. Debdip Chowdhury resigned from the position of Company Secretary and Compliance Officer of the Company with effect from May 14, 2025. The Board places on record its appreciation for his valuable contributions during his tenure.

Further, Ms. Binita Pandey, Membership Number A41594 was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 24, 2025.

INDEPENDENT DIRECTOR

As of March 31,2025, the Board had Six Independent Directors, each bringing diverse expertise and experience across various fields. Detailed information of the Directors is provided in the relevant section of the Corporate Governance Report. All Independent Directors had submitted declarations confirming their independence pursuant to Section 149(7) of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and in accordance with Regulation 16 of the SEBI Listing Regulations, as amended from time to time. The Company also had received confirmations from all Independent Directors regarding their registration with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, pursuant to Section 150 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, all Independent Directors possess the requisite qualifications, expertise, and proficiency as prescribed under Section 150(1) of the Companies Act, 2013, and the applicable rules. They are individuals of high integrity and reputation, meet all conditions specified under the Act and the Rules, and continue to remain independent of the management.

FAMILARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors had been familiarized with their roles, rights, and responsibilities through various programs, including industry insights relevant to the Company's operations. Details of the presentations and familiarization programs attended by the Directors are available on the Company's website: https://www.barooahs.com/ familiarizationprogrammee.html.

MEETING OF THE INDEPENDENT DIRECTORS

In accordance with the requirements of Paragraph VII of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on 6th February 2025, without the presence of non-independent Directors and members of the management. All Independent Directors attended the said meeting. The activities prescribed under Paragraph VII of Schedule IV to the Act were duly carried out during the meeting.

MEETING OF THE BOARD OF DIRECTORS

The Board met four times during the year ended 31st March 2025. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board had constituted the following Committees of Directors in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations: (a) Audit Committee, (b) Nomination and Remuneration Committee, (c) Stakeholders Relationship Committee, and (d) Share Transfer Committee. The detailed composition of these Committees, along with the number of meetings held and the attendance of members, is provided in the Corporate Governance Report. During the year under review, there were no instances where the Board did not accept the recommendations of the Audit Committee.

During the year under review the following changes were made in the constitution of the Committee of the Board :

NOMINATION AND REMUNERATION POLICY

The Company had formulated a comprehensive Nomination and Remuneration Policy (“NRC Policy”) that outlines the key principles for evaluating the integrity, qualifications, expertise, and experience of individuals considered for appointment as Directors, Key Managerial Personnel (KMPs), and Senior Management Personnel (SMPs). The primary objectives of the NRC Policy are:

(i) to ensure that the appointment and removal of Directors, KMPs, and SMPs are in strict compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

(ii) to establish clear criteria for evaluating the performance and determining the remuneration of Directors, KMPs, and SMPs;

(iii) to adopt industry best practices for attracting and retaining top talent; and

(iv) to promote diversity within the Board.

The Policy also provides a framework for conducting effective performance evaluations of the Board, its Committees, and individual Directors, which may be carried out by the Board itself, the Nomination and Remuneration Committee, or an independent external agency, along with a mechanism to monitor implementation and compliance. It is noteworthy that there were no changes to the NRC Policy during the year under review.

This policy is available on the Company's website at the following link: https://www.barooahs.com/ policies/remuneration-policy.pdf.

ANNUAL PERFORMANCE EVALUATION

The evaluation process encompasses various parameters including, inter alia, attendance at Board and Committee meetings, familiarity with the Company's business, inter-personal communication among Board members, active and effective participation, domain expertise, adherence to the Code of Conduct, and strategic vision.

Detailed criteria and methodology for performance evaluation are available on the Company's website at the following link: http://www.barooahs.com/ policies/remuneration-policy.pdf.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has established a robust Whistle Blower Policy and Vigil Mechanism. This mechanism is designed to empower Directors, employees, and other stakeholders to confidentially report concerns related to breaches

of the Code of Conduct, financial irregularities, suspected or actual fraud, unethical or unlawful activities, as well as matters concerning health, safety, and the environment. The policy ensures that adequate safeguards are in place to protect whistleblowers from any form of retaliation or victimization. It also allows for direct access to the Chairman of the Audit Committee in appropriate cases, ensuring that all concerns are addressed independently and impartially.

The aforesaid policy may be accessed at the website of the Company at http://www.barooahs.com/ policies/vigilmechanism.pdf.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Your Company has over the years established a comprehensive internal control system, which is continuously evaluated and enhanced through the implementation of new and revised standard operating procedures. This internal control framework is well-aligned with the size, scale, and complexity of the Company's operations. Its primary objective is to ensure the efficient utilization and safeguarding of the Company's resources, the accuracy and reliability of financial reporting, and full compliance with applicable laws, regulations, and internal procedures.

Business risks and corresponding mitigation plans are reviewed at regular intervals, ensuring proactive risk management. The internal audit process encompasses a thorough evaluation of all critical and high-risk areas. Key functions undergo rigorous review, and audit reports are promptly shared with the Management to facilitate timely corrective actions, where necessary. The primary focus of the internal audit is to assess business risks, test and evaluate internal controls, and review operational processes. Additionally, controls are benchmarked against industry best practices to drive continuous improvement. During the year under review, internal financial controls were effectively implemented through well-documented policies, guidelines, and procedures.

The Company's internal control systems were periodically tested and reinforced through a comprehensive internal audit program conducted

by independent firm of Chartered Accountants. These audits were planned and executed based on the Company's internal risk management framework.

Significant findings arising from the audits were presented to the Audit Committee of the Board and were reviewed in accordance with the guidelines issued by the Institute of Chartered Accountants of India (ICAI) on internal financial controls. Where necessary, corrective measures was recommended for implementation. Furthermore, the Statutory Auditors had issued an unmodified opinion on the Company's financial reporting process in their report on the financial statements for the financial year 2024-25, reaffirming the robustness and reliability of the Company's financial controls.

RISK MANAGEMENT

The Board of Directors of the Company (‘‘the Board''), along with the Risk Cell constituted by the senior management team under the leadership of the Managing Director, periodically reviewed the business risks faced by the Company and the associated mitigation measures. Although the Company is not required to constitute a Risk Management Committee under applicable laws, the Board and the Risk Cell collectively oversee the risk management function. The Risk Management Policy and details of the composition of the Risk Cell are available on the Company's website under the policy section: https://www.barooahs.com/policy.html.

MAINTENANCE OF COST RECORDS

The Company maintains its cost accounts and records in accordance with the specifications prescribed by the Central Government under Section 148(1) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, in respect of its tea business.

SECRETARIAL STANDARDS

The Company had in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems were adequate and are operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of sub section 3 of Section 134 of the Companies Act,

2013, your Directors confirm that:

i) in the preparation of the annual accounts, for the year ended 31st March 2025, the applicable accounting standards had been followed along with the proper explanations relating to material departure, 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 for the year ended 31st March 2025 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts 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 were operating effectively; and

vi) 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.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Board had adopted a Policy on Related Party Transactions, to determine the materiality of transactions with related parties and strategy for dealing with the same. The policy is in conformity with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, and has been renewed and reviewed by the Board of Directors from time to time.

The said policy is available at the website of the Company at the following web-link: http://www.barooahs.com/policies/policy-onrelated- party-transactions.pdf.

In accordance with clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, read with

Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts and arrangements entered into with related parties during the financial year under review are provided in Form AOC-2, attached as Annexure - 5, which forms an integral part of the Directors' Report.

SUBSIDIARY COMPANY

The Company's subsidiary, B & A Packaging India Limited, which is engaged in the production of high- quality paper sacks and flexible laminates, performed satisfactorily during the financial year ended 31st March 2025. The Company recorded a gross turnover of 13099.13 lakh (previous year: Rs.12989.08 lakh) and a profit before tax of 1366.11 lakh (previous year: Rs.1461.21 lakh) during the financial year 2024-2025.

DEPOSIT

The Company had no outstanding deposit as on 31st March 2025.

STATUTORY AUDITORS AND COST AUDITORS

M/s. SBA Associates, Chartered Accountants (FRN: 308136E), having their office at 27, Mirza Ghalib Street, 5th Floor, Kolkata - 700016, were appointed as Statutory Auditors of the Company to fill up the casual vacancy caused due to merger of Ghosal, Basu & Ray, Chartered Accountants (FRN: 315080E), the erstwhile Statutory Auditors of the Company, with M/s. SBA Associates, Chartered Accountants (FRN: 308136E). Their appointment was made in accordance with the provisions of Section 139(8) of the Companies Act, 2013, and they shall hold office until the conclusion of the ensuing Annual General Meeting of the Company. The Statutory Auditors' Report on the financial statements of the Company for the year ended March 31,2025, forms an integral part of this Annual Report.

M/s. Mou Banerjee & Co., Cost and Management Accountants (FRN 000266) were appointed as Cost Auditors to carry out the Cost Audit of the applicable business of the Company for the financial year ended 31 st March 2025. They are eligible for reappointment.

STATUTORY AUDITORS' OBSERVATIONS

The auditors' reports on the financial statements for the financial year ended March 31,2025 was an Un-modified report and did not contain any

qualification, report of fraud, reservation, adverse remark or disclaimer and do not call for any further comments.

SECRETARIAL AUDITORS

M/s T. Chatterjee & Associates, Practicing Company Secretaries (FRN P2007WB067100) carried out the Secretarial Audit of the Company as envisaged under section 204 of the Act' read with regulation 24A of the SEBI (LODR) for the financial year 2024-25. The Audit Report is attached with the Board's Report as Annexure - 6. There was no qualification, reservation, adverse remark or disclaimer in the report.

DETAILS OF MATERIAL AND SIGNIFICANT ORDERS

There was no material order against the Company by any Regulator, Court or Tribunal impacting the going concern status of the Company.

A Scheme of Amalgamation between the Company and Buragohain Tea Company Ltd approved by the respective shareholders of both the Companies has been challenged by a shareholder and is pending adjudication before appellate side of the Hon'ble Guwahati High Court.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Pursuant to section 134(3) of the Act' read with Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is attached with the Board's Report as Annexure - 7.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Details of loans, guarantees or investments made by your Company under section 186 of the Act' during the financial year 2024-25 are appended as Annexure - 8 to this report.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there were no material changes and commitments, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

EMPLOYEE RELATIONS

One of the key strengths of your Company is its people. As of 31st March 2025, the Company employed approximately 4753 permanent employees across its gardens and offices, all of whom share a passion for excellence. Their performance is strengthened by a solid foundation of knowledge, expertise, and experience. The Company's Human Resources (HR) policies are designed to develop the potential of each employee. In line with this objective, a comprehensive set of HR policies is in place, aimed at attracting, retaining, and motivating employees across all levels of the organization.

The Employee Relations remained cordial throughout the year and your Directors wish to convey their gratitude and place on record their appreciation for all executives, staff and workers at all levels for their hard work, solidarity, cooperation and dedication during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and had adopted a Policy on Prevention, Prohibition and Redressal of Sexual harassment in line with the requirements of the Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and the rules framed thereunder. Internal Committees (IC) had been set up to redress complaints received regarding sexual harassment.

During the year under review, no complaint of sexual harassment was received by the Company and the policy is available on https://www.barooahs. com/policies/policy-on-prevention-of-sexual- harassment.pdf.

OTHER DECLARATION

Your Directors state that during the year under review:

(i) The Company made no scheme or provision of money for the purchase of its own shares by Employees/ Directors or by trustees for the benefit of Employees/Directors.

(ii) The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise; and

(iii) Neither any application was made by the Company nor any proceeding was pending under the Insolvency And Bankruptcy Code, 2016

(iv) Disclosure with respect to details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof was not applicable.

ACKNOWLEDGEMENT

The continued co-operation and support of our loyal customers enabled the Company to better understand their unique needs and consistently deliver maximum customer satisfaction. Our employees at all levels were central to our growth, and their hard work, dedication, and commitment helped the Company navigate various challenges. We are equally grateful to our vendors, who, as part of our global network, played an essential role in reinforcing the presence of the B&A brand across markets. The Company also acknowledges with sincere gratitude the support extended by regulatory authorities, bankers, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, and other stakeholders. Their guidance and oversight were instrumental in upholding transparency, strengthening governance, and fostering sustainable growth.