Harrisons Malayalam Ltd

To

The Members of Harrisons Malayalam Limited

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

Financial Highlights

in Lakhs

1. Dividend

In order to augment the operations and to enhance our infrastructure and operational capabilities, the Board of Directors decided not to declare any dividend and regret the inability to pay dividend.

2. Transfer to Reserve

During the year under review the Company has not transferred any amount to the General reserve.

3. Material Changes and Commitments, If Any Affecting the Financial Position of the Company

It is with deep regret that we report a devastating landslide that occurred at our Sentinel Rock Estate in Wayanad on July 30, 2024. This tragic event claimed the lives of over 400 individuals, including 41 of our employees, were missing/expired and severely impacted the communities of Mundakkai and Chooralmala. Furthermore, approximately 10 hectares of our tea estate were destroyed due to this natural calamity, resulting in a production loss of 230 tonnes of tea.

Our foremost priority at this time is the safety and well-being of our employees. We are undertaking all necessary actions to ensure their protection and provide immediate relief and support. The full extent of the damage to our infrastructure is currently under assessment, with initial reports suggesting both minor and major damage to several buildings. We are collaborating closely with District and State authorities, as well as subject matter experts, to manage the situation and restore normalcy at the earliest opportunity. Additionally, the affected buildings are insured, and the insurance company has been duly notified.

4. Change in the Nature of Business

During the year under review, there was no change in the nature of the business.

5. Performance

During the year under review, the Company has recorded revenue of 488.12 crores from its operations as compared to

486.76 crores for the previous year. The total revenue, including other income for the FY 2023-24 was 496.86 crores as compared to 493.88 crores for the previous year. The loss made by the Company for the FY 2023-24 was 12.27 Crores as compared to the profit of 18.19 crores for the previous year.

Tea:

The Tea harvested from own gardens during FY 2023-24 is at 12,421 MT (10,688 MT in the FY 2022-23). Bought leaf operations in tea for FY 2023-24 is at 3388 MT (3488 MT in FY 2022-23). For the year ended March 31, 2024, the average price realized per kg of tea was 140.10 as against 148.69 realized during the Previous Year.

Rubber:

The Rubber harvested from own gardens stood at 5293 MT during FY 2023-24 and is lower than 6624 MT achieved during FY 2022-23. Bought operations in Rubber for the FY 2022-23 is at 4578 MT which is lower than the 5495 MT of FY 2022-23. For the year ended March 31, 2024, the average price realized per kg of rubber was Rs 179.47 as against Rs 166.04 realized during the previous year. 140 hectares in Kumbazha Rubber Estate encroached by trespassers, continue to remain untapped.

6. Equity Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2024 was Rs 1845.43 Lakhs. There was no change in the share capital during the year under review .The equity shares of the Company are listed in the BSE Limited and the National Stock Exchange of India Limited. The Company has not issued any securities during the year under review.

7. Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

8. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees, investments and security as per the provisions of Section 186 of the Companies Act, 2013 during the Financial Year ended March 31, 2024.

9. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is annexed to this Report (Annexure A).

10. Management Discussion and Analysis

Management Discussion and Analysis in terms of Regulation 34 of SEBI (Listing Agreement and Disclosure Requirements) Regulations 2015 forms a part of this Report and is annexed as Annexure ‘B' to this Report. Key Financial Ratios for the financial year ended March 31, 2024 are provided in the Management Discussion and Analysis Report given in ‘Annexure-B' which is annexed hereto and forms a part of the Directors' Report.

11. Corporate Governance

A separate Report on Corporate Governance (Annexure C) along with Additional Shareholder Information (Annexure D) as Prescribed under the Listing Regulations executed with the Stock Exchanges is annexed as a part of this Report along with the

Practicing Company Secretary's Certificate.

12. Subsidiary Company

As at March 31, 2024 the Company has one wholly owned subsidiary company, Malayalam Plantations Limited and have been considered in the consolidation of financial statements. As per sub section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Company's subsidiary for the year ended March 31, 2024, is included as per the prescribed format in this Annual Report. The Annual Accounts of subsidiary is uploaded on the website of the Company at www.harrisonsmalayalam. com. The Annual Accounts of the subsidiary namely Malayalam Plantations Limited and the other related detailed information will be made available to any Member of the Company seeking such information at any point of time and is also posted on the website of company www.harrisonsmalayalam.com. The consolidated performance of the Company and its subsidiary has been referred to wherever required and salient features of subsidiary is annexed as annexure to the Annual Report in Form AOC-1. The names of Enchanting Plantations Limited (EPL) and Harmony Plantations Limited (HPL) wholly owned subsidiaries have been struck off under section 248 of the Companies Act 2013 and hence only, Malayalam Plantations Limited have been considered in the consolidation of financial statements.

13. Consolidated Financial Statements

In accordance with Section 129(3) of the companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company including the financial details of all the subsidiary company namely Malayalam Plantations Limited, forms part of this Annual

Report. The Consolidated Financial Statements have been prepared as prescribed under the Companies Act, 2013.

14. Directors and Key Managerial Personnel

As on March 31, 2024, Mr Venkitraman Anand, Mr. Cherian M George, Whole Time Directors, Mr. Sajish George, CFO and

Mr.Binu Thomas Company Secretary cum Compliance Officer are the Key Managerial Personnel of the Company.

Mr. Venkitraman Anand was reappointed as a Whole Time Director based on recommendation of Nomination and Remuneration Committee by the Board at it's meeting held on May 26, 2023 for the period commencing from August 1, 2023 to July 31,2024. His term ceased on July 31, 2024 as a Whole Time Director of Company.

Mr. Noshir Naval Framjee (Din: 01646640 ) was appointed as a Non-Executive Independent Director by the Board of Directors of the Company vide circular resolution passed on March 31,2023 to hold office for the first term of five consecutive years with effect from March 31 2023 and his appointment was approved by the Shareholders of the Company vide the Special Resolution passed through postal ballot on May 19,2023 for a period of 5 years with effect from March 31,2023

Consequent to retirement of Mr. Ravi A CFO of the Company Mr Sajish George was appointed as CFO of the Company with effect from October 1,2023. Pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajat Bhargava (DIN:07752438)), retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Necessary resolution is set out in Item 2 of the Notice for the approval of the members of the Company. Your Directors recommend his appointment.

The Board of Directors at its meeting held on August 1, 2024 have appointed Mr. Santosh Kumar as a Whole Time Director based on recommendation of Nomination and Remuneration Committee, for a period commencing from August 1, 2024 to July 31, 2027 subject to approval by shareholders. Necessary resolution is set out in Item 3 & 4 of the Notice for the approval of the members of the Company. Your Directors recommend his appointment.

The Board of Directors at its meeting held on August 12, 2021 have reappointed Mr.Cherian Manamel George based on recommendation of Nomination and Remuneration Committee for a further period of 3 years commencing from February 13, 2022 till February 12, 2025 subject to approval of shareholders.His term is expiring on February 12, 2025. The Board of Directors at its meeting held on August 1, 2024 have reappointed Mr. Cherian M George based on recommendation of Nomination and Remuneration Committee, for a period commencing from February 13, 2025 to February 12, 2027 subject to approval by shareholders. . Necessary resolution is set out in Item 3 of the Notice for the approval of the members of the Company. Your Directors recommend his appointment.

The brief profile and other details of Directors proposed to be appointed/reappointed is annexed as Annexure to the Notice of

AGM.

Meetings of the Board of Directors

During the year under review 5 meetings of the Board of Directors were held. The company has complied with all the applicable Secretarial Standards. More details about the meetings of the Board and the composition of various committee(s) of the Board are given in the Report on Corporate Governance, forming part of this Report.

Statement regarding the opinion of the Board concerning integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year In the opinion of the Board, Mr. P Rajagopalan (DIN:02817068), Ms Rusha Mitra (DIN:08402204), Mr. Vinayaraghavan Corattiyil (DIN:- 01053367) Mr. Noshir Naval Framjee (DIN: : 01646640), are persons of integrity and have the relevant expertise and experience as required under the Nomination and Remuneration Policy of the Company. Such expertise and experience help in making informed decisions and guides the Board for the effective functioning of the Company.

Declaration by Independent Directors

The Independent Directors have submitted their declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI listing Regulation stating that they continue to meet the criteria of independence as provided in sub-section (6) of Section 149 including Rule 6 (3) of Companies Appointment of Directors and Qualification) Rules 2014 of the Companies act 2013 and Regulation 16 of the Listing Regulations. Further, Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation

The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. Further, the Independent Directors of the Company met once during the year to review the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. In the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014. a. Policy on Remuneration to Directors, KMP and Senior Management Personnel The Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its

Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is annexed as Annexure E to this report.

None of the Whole-Time Directors receive any remuneration or commission from any of its subsidiaries. Non-Executive Independent Directors The criteria of making payments to non-executive directors can be accessed on the website of the Company at http://www. harrisonsmalayalam.com

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in its 45th Annual General Meeting appointed M/s Walker Chandiok & Co LLP, Kochi, Chartered Accountants,

(Firm's Registration No. 001076N/ N500013) as the Statutory Auditors of the Company to hold office for fiveyears periodof from the conclusion of the 45th Annual General Meeting (AGM) until the conclusion of the 50th Annual General Meeting to be held in the year 2027, at a remuneration as may be decided by the Board of Directors in consultation with the Statutory

Auditors of the Company. The Report given by M/s. Walker Chandiok & Co LLP, Kochi, Chartered Accountants, on the financial statement of the Company for the FY 2023-24is part of the Annual Report. The Auditor's Report annexed to the financial statements for the year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers

However, under other legal and regulatory requirements, the auditor has made the following observations: The accounting software used for the maintenance of property, plant, equipment, and worker wage records of the Company lacks an audit trail (edit log) feature. The quarterly statements furnished to the bank regarding the working capital limits are generally in agreement with the books, except for a few instances. The Directors has furnished the following replies to the observations made by the auditors. The company in the process of evaluating and upgrading our software systems to incorporate the audit trail feature at the database level, especially, the edit log functionality . The differences in quarterly statements furnished to the bank were due to the methodology adopted for the valuation of biological assets. During the year under review, the Auditors had not reported any matter under Section143 (12) of the Act to be disclosed under Section 134 (3) (ca) of the Act. , therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Internal Auditors

As prescribed under Section 138 of the Companies Act, 2013, the Board appointed M/s Suri & Co., Chartered Accountants for carrying out internal audit of the Company for FY 2023-24. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee have appointed M/s. Shome & Banerjee, Cost Accountants, (Firm registration No.000001) as cost auditor of the company to conduct audit of the cost records for the FY 2023-24. The remuneration payable to the CostAuditorissubjecttoratificationof members at the ensuing AGM and the same is included in 47th AGM Notice. The Company has made and maintained cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the Cost Audit Report for the financial year ended 31st March 2024 will be submitted with the Central Government in the prescribed form and manner within the due date stipulated under the Act.

Secretarial Audit

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. SEP & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2023-24. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure ‘F'. The Secretarial Audit Report annexed to the directors report for the year under review does not contain any qualifications, reservations, adverse remarks. The Secretarial Auditor has observed that certain intimations were submitted to the stock exchanges with a delay. The Directors have responded that necessary actions have been implemented to prevent any such delays in the future. During the year under review, the Auditors had not reported any matter under Section143 (12) of the Act be disclosed under Section 134 (3) (ca) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification, reservation or adverse remark made by the Statutory or Secretarial Auditors in their Audit Reports.

There were no frauds reported by the auditors under provisions of the Companies Act, 2013.

Significant and material Orders passed by the Regulators/Courts, if any:

There are no significant or material orders passed by the concern status of your Company and its future operations.

16. Awards and Achievements

During the year under review, Harrisons Malayalam Ltd earned distinguished recognition through an array of prestigious rankings and awards. Most notably, Great Place to Work, a globally esteemed authority on workplace culture, positioned Harrisons Malayalam Ltd at 34^th position in the Best Companies to Work For in 2024. This accolade highlights our unwavering commitment to cultivating a supportive and inclusive work environment. Our relentless focus on employee well-being, professional development, and nurturing a positive workplace culture has firmly established us as a preferred employer.

This recognition was the result of an extensive study conducted by the Great Place to Work Institute in collaboration with the Economic Times.

Further, our company was distinguished in the Top 50 Best Workplaces for Millennials 2024. This accolade underscores our success in creating a work environment that resonates deeply with the values and aspirations of the millennial generation.

Through fostering a dynamic, flexible, and purpose-driven workplace, we have attracted and retained top millennial Harrisons Malayalam Ltd was ranked as one of India's Best Workplace in agriculture, forestry and fishing

Additionally, Harrisons Malayalam Ltd was recognized among Top 50's India's Best Workplaces for Building a Culture of

Innovation by All 2024, reflecting our steadfast dedication to nurturing innovation at every level of the organization. We believe that every employee is a vital contributor to our innovative spirit, and this recognition affirms our efforts to cultivate an environment where creativity and fresh ideas flourish.

In a testament to exceptional leadership, Mr. Cherian M George, Whole Time Director of the company, was honored as one of India's Most Trusted Leaders in 2024. This recognition, derived from a study conducted by the Great Managers Institute in partnership with the Economic Times, highlights his exemplary leadership qualities.

In addition to these accolades, Harrisons Malayalam Ltd garnered two Tea Golden Leaf India Awards for its Lockhart Estate, further solidifying our standing as a leader in the tea industry. Collectively, these honours reflect Harrisons Malayalam's unwavering dedication to fostering a positive workplace culture, promoting innovation, ensuring safety, and achieving excellence across all aspects of our operations.

17. Directors' Responsibility Statement

In terms of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Directors of the

Company hereby state and confirm that:

(i) In the preparation of annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed, along with proper explanation relating to material departures if any; (ii) we have selected such accounting policies 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 at March 31, 2024 and of the loss for the period from April 1, 2023 to March 31, 2024

(iii) we have 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) we have prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis; (v) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. Industrial Relations

Plantation is highly labour intensive and your Company considers people as its biggest assets. The welfare and well-being of workers are monitored closely. Industrial relations remained cordial throughout the year.

19. Internal Control Systems & their Adequacy

Notes on Internal financial control and its adequacy forms part of Management Discussion and Analysis Report.

20. Other Disclosure:

Extract of annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at the link: www.harrisonsmalayalam.com one-time settlement with Banks or lending institutions, if any

During the year under review, the Company has not entered into any one-time settlement with Banks or lending institutions Cases registered with NCLT under the provisions of insolvency and Bankruptcy Code, 2016, either by the Company or against the Company.

During the year under review, no cases have been registered with NCLT under the provisions of Insolvency and Bankruptcy Code, 2016, either by the Company or against the Company.

Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges, the Company has established a Whistle Blower Policy (Vigil Mechanism) to deal with instances of fraud and mismanagement if any. The policy has been uploaded on the Company's website https://www.harrisonsmalayalam.com under investors tab.

Corporate Social Responsibility

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate

Social Responsibility Policy. However the company does not have any three year average profit and hence not required to incur any expenditure on Corporate Social Responsibility under the provisions of the Act. The members of the Committee are Mr. Noshir Naval Framjee, Mr. P Rajagopalan and Mr. C Vinayaraghavan. The details of CSR Committee is detailed in Corporate Governance Report. The CSR Policy can be accessed at the website of the Company at link https://www. harrisonsmalayalam. com under investors tab. The details of activities benefiting employees and general public in the vicinity of estates is annexed to this report as ‘G'

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 covering all employees of the Company. Internal complaints committee set up for the purpose have received one complaint for redressal during the year and there are no complaints which were required to be disposed off or pending as at the end of the financial year. The Company has 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. The details of complaints is detailed in corporate governance report.

Committees of the Board

Currently, the Board has five committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders

Relationship Committee, Corporate Social Responsibility Committee, and the Risk Management Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report annexed to this Report There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

Secretarial Standards

The Institute of Company Secretaries of India has mandated compliance with the Secretarial Standards on board meetings and general meetings, as revised w.e.f. October 1, 2017. During the year under review, the Company has complied with the applicable Secretarial Standards.

Risk Management

The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act 2013 and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form

AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit

Committee for approval. The Policy on Related Party Transactions duly approved by the Board of Directors of the Company is posted on the Company's website and may be accessed at the link: https://www.harrisonsmalayalam.com under investors tab.

Key Managerial Personnel and Employees

In terms of provisions of section 197(12) and rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the top ten employees in terms of remuneration drawn forms part of this report. Pursuant to the second proviso to section 136(1) of the Act, the Annual Report excluding the said information is being sent to the members of the company. Any member interested in obtaining such information may send an email to binuthomas@harrisonsmalayalam.com.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is marked as ‘Annexure H', which is annexed hereto and forms a part of the Board's Report.

Business Responsibility Reporting

Under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the requirement for the Business Responsibility Report (BRR) as part of the Directors' Report is not applicable to the company. Therefore, the company is not obligated to provide disclosure related to the Business Responsibility Report

Acknowledgements

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the Company by its customers, vendors, bankers, Government authorities and employees.

Your Directors are also grateful for your continued encouragement and support.

On behalf of the Board of Directors