Gillanders Arbuthnot & Company Ltd

Dear 0Members,

Your Directors are pleased to present the Ninety-First ("91st") Annual Report, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended on 31st March, 2025.

The Company's financial performance, for the year ended on 31st March, 2025, is summarized below:

During the financial year ended on 31st March, 2025, your Company has reported a standalone EBITDA of Rs. 2,267.91 Lakhs against Rs. 337.00 Lakhs during the previous year. Total standalone Income from Operations has increased to Rs. 41,275.46 Lakhs as against Rs. 33,042.76 Lakhs in the previous year. Operational matters have been discussed in detail under ‘Management Discussion and Analysis', forming part of this Report.

As on 31st March 2025, the paid-up share capital of the Company was Rs. 3,344 Lakhs comprising 2,13,42,346 Ordinary shares of Rs. 10/- each and 12,10,000 Preference shares of Rs. 100/- each. The Ordinary shares of the Company are presently listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

During the year under review, the Company has not issued any share capital.

The Board has decided to recommend payment of dividend to the 7.75% Cumulative Redeemable Preference Shareholders of the Company amounting to Rs. 128.20 Lakhs after deduction of applicable taxes, if any, for the financial years 2016-17 and 2017-18, subject to approval of shareholders at the ensuing 91st Annual General Meeting of the Company.

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

During the period under review, the Company had invested USD 8,00,000 (United States Dollar Eight Lakhs Only) by subscribing to 8,88,889 fully paid-up Equity shares of USD 0.90 each of Gillanders Holdings (Mauritius) Limited, a wholly owned foreign subsidiary of the Company.

Management's Discussion and Analysis Report for the year under review, as stipulated under Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') is presented below forming part of this Annual Report. The industry structure, development, performance, opportunities, threats, outlook, risk and concerns, internal control systems and its adequacy, financial performance with respect to operational performance and material developments in human resource and industrial relations have been discussed in the paragraphs to follow.

The overall demand scenario continued to be poor with some signs of recovery in the second half of the year arising out of the political crisis in Bangladesh. Bangladesh is the major exporter of ready-made garments and the crisis in the country forced major international buyers to look for alternate source including India. This increased the flow of orders for ready-made garments primarily in the cotton value chain to our country which resulted in increased demand for cotton yarn in the domestic market. However this improvement in demand for cotton yarn was partly set off by the reduced export of yarn to Bangladesh, a very big market for Indian cotton yarn. The overall textile export although is showing a positive growth during the year as compared to the previous year but the total textile exports will still be much lower than the exports achieved during the previous year.

Though there has been some relief to the cotton value chain due to the above development, the synthetic value chain of the industry continued to face the poor demand scenario. Your division manufactures synthetic yarn and is continuing to face the problem of poor demand which has adversely affected the working of the division during the year under review.

The division is planning to start manufacturing of value added product in order to improve the working.

The global tea production (excluding China) in calendar year 2024 shows decline as compared to previous year due to lower crop in India and Uganda. All India tea production decreased to 1285 million kgs from 1394 million kgs, primarily due to adverse climatic conditions and mandatory early closure of factory in North India. Your Division production was further impacted due to lower processing of outsourced green leaf for better quality produce.

Average tea prices at auction centers in North India witnessed an increase of around Rs. 41/Kg due to lower supply 5 compare to previous year whereas your division reported an increase of Rs. 56/Kg due to thrust on quality. Your Directors believe that quality teas will continue gaining prominence and will thrust on further improving the quality in the current - year.

All six factories certified under ISO 22000:2018 and Trust Tea,

During the current year till date, the inclement weather continues. However, with a forecast of normal monsoon, we are " expecting higher crop compare to previous year. The demand for quality and clean tea is expected to remain good and with increased crop, your Directors expect better performance during the current year.

Engineering (MICCO) division continued to reinforce its position in the steel sector by executing several high-value and technically demanding projects across the country. Our performance reflected a healthy mix of continuing business and new opportunities, reflecting our client's confidence in our engineering expertise and capabilities in both the public and private sector. We are actively pursuing business development with major steel companies including Tata Steel, JSW, ArcelorMittal Nippon Steel, Jindal Stainless Ltd., SAIL.

To support the expanding scale of operation, significant investment have been made in manpower augmentation, training and project management systems.

The EPC sector continues to offer abundant opportunities, especially with the Government focus on infrastructure, energy and industrial modernization. With a diversified project base, an experienced team and a commitment to quality and safety, MICCO is well positioned for sustainable long term growth and expected to perform better during the current year.

The Property Division reported revenue of Rs. 1,029 lakhs, slightly lower than the previous financial year. This decline was largely due to vacation of a significant portion of the tenancy, by a tenant. Despite this, the division has successfully inducted few new tenants and is endeavouring to fill the remaining vacancies. The division follows fire safety policy and also conduct fire safety drills at regular intervals. Your Directors are hopeful of stable performance during the current year.

As per the Schedule V to the SEBI Listing Regulations read with Regulation 34(3) of the SEBI Listing Regulations, details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in Key Financial Ratios and any changes in Return on Net Worth along with detailed explanations therefore, are given below:

For detailed explanation regarding significant changes in the abovementioned ratios, please refer to Note no. 53 of the Notes to Standalone Financial Statements for the financial year ended 31st March, 2025.

Your Company has adequate Internal Financial Control Systems in all areas of operation. Your Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its businesses, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. Internal Audits are conducted by Independent firms of Chartered Accountants and the reports are discussed with the operational heads by the CFO, Managing Director & CEO of the Company, and thereafter, placed before the Meetings of the Audit Committee of the Board of Directors. Representatives of the Statutory Auditors, Cost Auditors and Internal Auditors are also invited at the Meetings of the Audit Committee as and when required. Corrective measures suggested at the Audit Committee Meetings are duly implemented.

The Audit Committee of the Board also reviews the adequacy of Internal Financial Control Systems at regular intervals. No fraud has been reported by the Statutory Auditors, Branch Auditors, Secretarial Auditor, Cost Auditors or Internal Auditors of the Company.

The Company has laid down the process for attracting, retaining and recognizing talent as it acknowledges the importance of good Human Resources. Company has cordial relation with employees and there is mutual respect and admiration for each other. The Directors wish to record their appreciation for the co-operation received from all employees. Industrial relation was good.

Management Discussion and Analysis Report contains forward-looking statements, which are based on certain assumptions and expectations of future events. The Company's actual results and performance may differ from those projected due to unforeseen circumstances viz., political, economic, pandemic etc., over which the Company does not have any control. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events. Readers are advised to apply their diligence and independent judgment.

Consolidated financial statements for the financial year ended on 31st March, 2025, prepared as per the provisions of the Companies Act, 2013 (hereinafter referred to as ‘the Act'), Rules framed therein and the applicable Accounting Standards are provided in the Annual Report.

Gillanders Holdings (Mauritius) Limited, Mauritius, the Direct Foreign Subsidiary, reported a loss before tax of Rs. 22.12 Lakhs, against loss of Rs. 20.21 Lakhs, during the previous year. No significant operational activities have been undertaken by the said Subsidiary during the year under review.

For the financial year ended on 31st March, 2025, Naming'omba Tea Estates Limited, Malawi (NTEL), a step-down Foreign Subsidiary, has reported EBITDA of Rs. 1,378.46 Lakhs, against an EBITDA loss of Rs. 2,315.26 Lakhs for the previous year.

NTEL is engaged in growing and processing of Tea and Macadamia. NTEL is a step-down foreign subsidiary of the Company, and it has not sold, disposed off or leased any asset of more than 25% of the assets on an aggregate basis during the year under review.

Tea production of NTEL for the year under review was 1.75 million Kgs, compared to last year's production of 1.72 million Kgs. Whereas, Macadamia (NIH) production of NTEL was 2.23 million Kgs against last year's production of 1.81 million Kgs.

During the year under review, your Company did not have associate/joint venture. A separate section on the performance and financial position of the Subsidiaries in Form AOC-1, forms part of the Annual Report.

As on 31st March, 2025 the Company has no outstanding fixed deposits. The Company has also not accepted any form of deposits from the public during the year under review.

As on 31st March 2025, Company's Board of Directors comprised of six (6) Directors which includes, two (2) Non Executive & Non-Independent Directors, one (1) Managing Director & CEO and three (3) Non-Executive Independent Directors. The Board's composition complies with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year under review, Mr. Naresh Pachisia ceased to be a Non-Executive Independent Director of the Company w.e.f. 8th August, 2024 on completion of his second tenure of five (5) consecutive years.

Mr. Arun Kumar Kothari (DIN: 00051900) will retire in the ensuing Annual General Meeting, and being eligible, offers himself, for re-appointment. The Board of Directors recommends his re-appointment.

The details of the Director seeking re-appointment as per requirement specified in Regulation 36(3) of the SEBI Listing Regulations is provided in the Notice convening the 91st Annual General Meeting of the Company.

The Company has received declarations from all Independent Directors of the Company, that they meet the criteria of Independence and they have complied with the Code for Independent Directors, as prescribed both under the Act and SEBI Listing Regulations, and the Code of Conduct for Directors and Senior Management Personnel, formulated by the Company.

The details of programmes for familiarization/training of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can be accessed on the website of the Company at: https://www.gillandersarbuthnot.com/pdf/ pc/familiarizationp-id.pdf

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2025 and of the profit of the Company for the year ended on that date;

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

d) the annual accounts has been prepared on a ‘going concern' basis;

e) internal financial controls has been laid down so that the same can be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

As on the date of this Report, Mr. Mahesh Sodhani (DIN: 02100322), Managing Director & CEO, Mr. Niraj Singh, Chief Financial Officer and Mr. Rajat Arora (FCS-12068), Company Secretary & Compliance Officer are the Key Managerial Personnel (‘KMP) of your Company.

During the year under review, Mr. B.C. Kaushik had resigned from the position of the President of GIS Cotton Mill from the close of business hours on 30th June, 2024. Mr. C.K. Porwal has taken his place as the President of GIS Cotton Mill.

As on date of this Report, Mr. Vijay Kumar (Jt. President - Tea Division), Mr. Chandra Kishore Porwal (President - GIS Cotton Mill), Mr. Utpal Konar (Sr. Vice President - MICCO Division), Mr. Gautam Samanta (Asst. Vice President - Taxation & HR) and Mr. Somnath Mukherjee (General Manager -Property Division) are the Senior Management Personnel of your Company.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance confirming compliance with the conditions stipulated under the SEBI Listing Regulations, which forms part of the Annual Report, is attached to this Report and marked as Annexure V. Certificate on Corporate Governance, as stipulated in the said Regulations, issued by CS K.C. Dhanuka, Practising Company Secretary (FCS 2204, CP No. 1247) and Proprietor of K.C. Dhanuka & Co. is also attached to this Report.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. No material contract/arrangement/transaction were entered into with any Related Party.

The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: https://https://www.gillandersarbuthnot.com/pdf/2025/material-rpt-16052025.pdf. Your Directors draw attention of the Members to Notes to the standalone financial statements which set out related party disclosures as per the Act, SEBI Listing Regulations and the Accounting Standards.

Your Company tries to address the needs of people by taking sustainable initiatives in the areas of promoting education, health care and setting up of homes and hostels for women and orphans. During the year under review, the Corporate Social Respnsibility provisions as per Section 135 of the Companies Act, 2013 were not applicable to the Company, hence the Company could not undertake any CSR activity.

The CSR Policy of the Company may be accessed on the Company's website at: https://www.gillandersarbuthnot. com/pdf/pc/policv-csr.pdf

The Annual Report on Corporate Social Responsibility activities is annexed herewith and marked as Annexure I.

The Company has laid down a procedure to inform the Board Members, on a periodic basis, about the identified risks and the steps taken to mitigate and minimize the same. The Company has already identified and assessed major elements of risks, which may adversely affect the various Divisions of the Company. The Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for monitoring, mitigating and minimization of the said risks.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the term of office M/s. JKVS & Co., Chartered Accountants (Firm Registration No. - 318086E), as the Statutory Auditors of the Company will conclude from the closure of the ensuing 91st Annual General Meeting (AGM) of the Company.

Subject to the approval of members and based on the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 9th May, 2025 have recommended the re-appointment of M/s. JKVS & Co., Chartered Accountants (Firm Registration No.-318086E) as the Statutory Auditors of the Company for another term of five (5) consecutive years commencing from the conclusion of the 91st Annual General Meeting till the conclusion of the 96th Annual General Meeting to be held in the financial year 2030. Accordingly, the Board recommends the resolution as set out in the Notice convening the 91st Annual General Meeting of the Company in relation to re-appointment of Statutory Auditors, for the approval by the members of the Company.

M/s. Neha Bothra & Co., Chartered Accountants having Firm Registration No. - 326938E, were appointed as Branch Auditors of the Engineering (MICCO) Division of the Company at the 88th Annual General Meeting of the Company, for a term of five (5) consecutive years upto the conclusion of the 93rd Annual General Meeting of the Company to be held in the calendar year 2027, shall continue to be the Branch Auditor of Engineering (MICCO) Division of the Company.

Auditors' Report to the Members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon are self-explanatory and need no further explanations.

On the recommendation of the Audit Committee, and in compliance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, your Board had appointed M/s. B. Ray & Associates, Cost Accountants, Kolkata to conduct the audit of the cost records of the Company for the financial year ending on 31st March, 2026.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate Resolution seeking your ratification of the remuneration of the said Cost Auditor appointed for the year ending on 31st March, 2026, is appearing in the Notice convening the 91st AGM of the Company.

The Board had appointed M/s. K.C. Dhanuka & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended on 31st March, 2025. Secretarial Audit Report (‘Form No. MR-3') for the financial year ended on 31st March, 2025 is annexed herewith to this Report and marked as Annexure II. The Secretarial Audit Report does not contain any qualification/ adverse remark.

Pursuant to Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, subject to the approval of members of the Company, the Board of Directors of the Company at their meeting held on 9th May, 2025 had approved and recommended the appointment of M/s. K. C. Dhanuka & Co., Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, to hold office from the financial year 202526 until the financial year 2029-30, at such remuneration to be mutually decided upon between the Company and the Secretarial Auditor. Accordingly, the Board recommends the resolution as set out in the Notice convening the 91st Annual General Meeting of the Company in relation to the appointment of the Secretarial Auditor, for the approval by the members of the Company.

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

At present, the Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.

The performance evaluation of the Board, it's Committees and of individual Directors was made by way of structured questionnaire and the Directors were satisfied with the evaluation process. At a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees may be accessed on the website of the company at: https://www.gillandersarbuthnot.com/pdf/pc/nomination-remuneration- policv.pdf. The recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The said Policy provides for a formal vigil mechanism for all employees and Directors of the Company, to report to the Chairman of the Audit Committee of the Company, genuine concerns or grievances about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy also provides adequate safeguards against victimization. The whistle blower policy may be accessed on the Company's website at: https:// www.gillandersarbuthnot.com/pdf/2025/whistle-blower-policv.pdf. Your Board affirms that no person has been denied access to the Chairman of the Audit Committee.

Four Meetings of the Board of Directors were held during the year. For details relating to composition and dates of meetings please refer to Clause IID of the report on Corporate Governance, which forms part of this Annual Report.

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The details of Loans, Corporate Guarantees and Investments, if any made during the financial year have been disclosed in the Notes to Financial Statements of the Company.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Act, is annexed herewith and marking as Annexure III.

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31st March, 2025, is available on the Company's website and that can be accessed at https://www.gillandersarbuthnot.com/meet-sh.php

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

Disclosures pertaining to Remuneration with other details and a statement showing the names of top ten employees in terms of remuneration drawn, as required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed herewith and marked as Annexure IV.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time/Executive Director and holding by himself or along with his spouse and dependent children, not less than two percent of the ordinary shares of the Company.

Your Company has obtained credit ratings from Care Ratings Limited, Mumbai (CARE).

As on 1st April, 2024, 3,622 aggregate number of shareholders representing 3,90,939 numbers of fully paid-up Ordinary shares were lying in the IEPF Suspense Account. During the financial year 2024-2025, no shares were transferred to the IEPF Suspense Account. As on 31st March, 2025, 3,88,239 numbers of Ordinary shares aggregating 3,621 shareholders were lying in the IEPF Suspense Account. The voting rights on these shares remains frozen till the rightful owner of such shares claims the same.

There was no dividend pending to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year i.e., 31st March, 2025. Further, there has been no change in the nature of business of the Company.

The company has in place a Policy for Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. 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.

Your Directors states that no significant or material orders were passed by the Regulators or Courts or Tribunals or quasi-judicial body, which may impact the going concern status and Company's operations in future.

The Board wishes to place on record their appreciation for the co-operation, support and valuable services received from the employees, shareholders, banks, government agencies and all other stakeholders.