The Grob Tea Co Ltd

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company:

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the financial year 2023-24 your Company achieved a production of 44.31 Lakhs kgs of tea compared to 43.51 Lakhs kgs of last year. The increase of 1.84% is marginal and weather continuous to be adverse for overall growth of the plantation. Global Warming resulting in serious climate change effecting particularly the overall rainfall pattern and distribution coupled with unusually high ambient temperature which on certain days touched 40⁰ C + which are highest recorded so far in the tea growing region.

The average sale price realization for our CTC for the year 2023-24 is Rs.228.12 as compared to Rs.236.36 of previous year that is a drop of 3.50% over last year whereas the overall average drop in price realization for Assam (including Cachar) CTC is 6.10% over previous year. The depressed price can be attributed to the market dynamic of supply/demand phenomenon -though overall production of 2023 is 1367 M. Kgs against 2022's production of 1366 M. Kgs, but huge carried over stock of 2021-22 and overall higher world production made the market subdued and depressed.

The current season of 2024 started with an initial drought like situation that followed with abnormally high rain across the entire region of Assam & Dooars which resulted in almost 20% loss of crop upto May compared to previous year. We are pleased to inform you that your Company are among the few companies who are ahead in crop during the current year by 16% and with the prediction of normal monsoon by the IMD the year 2024 should turn out to be a good year for tea. Our drive for improving quality of our produce is being pursued relentlessly and positive effects are reflecting in the current year's price realization. Due to lower production in general and improved quality of the tea in particular your Company's current season realization is up by Rs.3.22 over previous year.

Our two gardens (Doyang and Dessoie) which were connected with natural gas during the year 2022-23, observed very high firing cost due to abnormal increase of gas sale price by AGCL. Eighty percent of the allocated gas was surrendered to AGCL during the month of January/February 2024 and the method of firing was switched over to coal during the current year which resulted in reducing the cost of firing significantly.

3. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

There is no change in the business.

4. DIVIDEND

The Directors have recommended a dividend of Rs. 2/-Per Equity Share of Rs. 10/-each (Previous Year-Rs. 2/-per Equity Share) for the year ended 31^st March, 2024, subject to approval of the shareholders at the ensuing Annual General Meeting.

5. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Shareholders are requested to refer to the Notice of the Annual General Meeting for the due dates for transfer of unclaimed dividends and corresponding shares for the year ended 31st March, 2017 to Investor Education and Protection Fund. This information is also posted under the investor relation section, unclaimed dividend of the Company's website http://www.grobtea.com/resource/Investor-Relation/unpaid_dividend.aspx Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website. The shareholders are therefore requested to verify their records and claim their dividends of all the last seven years, if not claimed. During the year under review, your Company has transferred a sum of Rs.1,88,282, being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2015-16 to the Investor Education and Protection Fund on 18th November, 2023 pursuant to the provisions of Section 124 (5) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Further, 2863 number of shares pertaining to financial year 2015-16 have been transferred to IEPF Authorities on 18th November, 2023 in compliance with the provisions of Section 124 of the Companies Act, 2013 and Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 after sending letters to those Shareholders and also making an advertisement in the newspapers in this regard. Details of these shares on the website of the Company http://www.grobtea.com/resource/Investor-Relation/unpaid_dividend.aspx

6. TRANSFER TO RESERVE

No amount was transferred to the reserves during the financial year ended 31st March, 2024.

7. CHANGES IN SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2024 stands at Rs. 3,00,00,000/-divided into 30,00,000 equity shares of Rs. 10/-each. The Issued Share Capital of your Company is Rs. 1,16,23,300/-divided into 11,62,330 equity shares of Rs. 10/-each and the Subscribed and Paid-up Share Capital is Rs. 1,16,23,300/-divided into 11,62,330 equity shares of Rs. 10/-each, fully paid-up.

8. Details pertaining to shares in suspense account

There is no such shares in suspense account.

9. QUALITY INITIATIVES

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management.

10. INDEPENDENT DIRECTORS' DECLARATION

The declarations required under Section 149(7) of the Companies Act, 2013 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.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your

Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company. Mrs. Indra Agarwal, Non-Executive Director, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment in accordance with the provisions of Companies Act, 2013. Pursuant to the provisions of Sections 149, 150 & 152 read with other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the rules made there under (including any statutory modifications or re-enactment(s) thereof for the time being in force), subject to approval of members in the annual general meeting (AGM) and such other consents and permission as may be necessary, consent of the board of directors be and is hereby accorded for the appointment of Mr. Balkrishna Singhania (DIN : 01797408) as an Independent Director for a period of 5 (Five) Years with effect from 22^nd May, 2024 in place of Mr. Sanjay Kumar Agarwal (DIN : 00189691) whose tenure as an Independent Director comes to an end with effect from 23^rd May, 2024. The Board of Directors on the recommendation of Nomination & Remuneration Committee proposes the appointment/re-appointment of the aforesaid Directors at the ensuing AGM. Necessary resolutions for the same have been included in the Notice convening the ensuing AGM and details of the terms and conditions including remuneration as set out in explanatory statement annexed to the Notice convening the ensuing AGM.

Mr. Sanjay Kumar Agarwal, Mr. Niraj Kumar Harodia, Mr. Balkrishna Singhania, Mr. Nirmal Kumar Goyal Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Sections 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there is no change in their status of Independence. Your Board places on records its deep appreciation for their continuous guidance, support and contribution to the Management of the Company in its pursuit to achieve greater heights. 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.

Mr. Pradeep Kumar Agarwal, Managing Director, Mr. Mukesh Kumar Agarwal, Executive Director, Mr Subrata Dasgupta, CEO, Mr. Vinay Kumar Kejriwal, CFO and Ms. Chitra Jaiswal, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of your Company.

12. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

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 five meetings during the year on 25^th May, 2023, 30^th June, 2023, 25^th July, 2023, 10th November, 2023, and 12^th February, 2024. The Independent Directors of the Company have held one separate meetings during the financial year 2023-24 on 29th 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.

13. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is set out in Annexure “E” to this Report attached.

Your Company treats its human capital as its most important asset. The welfare and well-being of the workers are monitored closely and the Company maintains harmonious relationship with the employees. The Information as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in the Annexure forming part of the Report. In terms of Section 136(1) of the Act, the report and accounts are being sent to members without the aforesaid Annexure. Any member interested in obtaining a copy of the same, may write to the company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company.

14. AUDITORS AND AUDITOR'S REPORT

a) Statutory Auditors

M/s. GARV & Associates, Chartered Accountants, were appointed as the Statutory Auditor of the Company in the Annual General Meeting held on 2^nd August, 2022 in terms of Sec. 139 of the Companies Act, 2013 till the conclusion of Annual General Meeting to be held in 2027

M/s. GARV & Associates, Statutory Auditors have submitted their Report in respect of the inancial year 2023-24 under Section 143 of the Companies Act, 2013. The report of the Statutory f 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.

b) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. A R Maiti & Co is appointed by the Board of Directors to conduct internal audit reviews for the Company.

c) Cost Auditor

Your Company's Cost Auditor, M/s D Sabyasachi & Co., Cost Accountants conducted the Cost Audit for the year ended 31st March, 2024. Maintenance of cost records as specified by the Central Government under sub-section 1 of Section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained. Further, your Company had received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s D Sabyasachi & Co., for their re-appointment as the Cost Auditors of the Company for the financial year 2024-25. Thereafter, the Board of Directors on recommendation of the Audit Committee has re-appointed M/s. M/s D Sabyasachi & Co, Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25. Accordingly, remuneration, as recommended by the Board, would be paid to M/s D Sabyasachi & Co, for the financial year 2024-25, subject to ratification of the Members at the ensuing AGM.

d) Secretarial Audit

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, M/s MR & Associates, Practicing 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 2024-25. The Secretarial Audit Report certified by M/s MR & Associates, Practicing Company Secretaries in the specified Form MR -3 is annexed to this Report as Annexure D which is self-explanatory

e) Qualification, reservation or adverse remark in the Auditor's Reports and Secretarial Audit Report

There is no qualification, reservation or adverse remark made by the Auditors in their Reports to the Financial Statements. There is no qualification, reservation or adverse remark except in respect to matters below: -

The following observations were made in the previous report (2021-22):

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as Annexure “C” to this Report. The extract of the Annual Return of the Company can also be accessed on the website of the Company at http://www.grobtea.com

16. SUBSIDIARIES, ASSOCIATES OR JOINT VENTURE

As on March, 31, 2024, company does not have any subsidiary/Joint Ventures and Associates.

17. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

Subsequent to the end of the financial year on March 31, 2024 till date, there has been no material change and / or commitment which may affect the financial position of the Company.

19. PUBLIC DEPOSIT

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.

20. LOANS GUARANTEE OR INVESTMENT

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

21. RELATED PARTY TRANSACTIONS

During the financial year 2023-24, the Company has entered into transactions with related parties which were in the ordinary course of business and on arms' length basis and in accordance within the provisions of the Companies Act, 2013. Further, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. Thus, disclosure in Form AOC-2 is not required. 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. The details of the related party transactions as required under IND AS-24 are set out in Note 35 to the financial statements forming part of this Annual Report.

22. INTERNAL FINANCIAL CONTROLS

The Internal Controls over Financial Reporting are routinely tested and certified by Statutory as well as Internal Auditors to cover key business areas. Significant audit observations and follow up actions thereon were reported to the Audit Committee. Further details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

23. COMMITTEE OF THE BOARD

During the year, in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, currently the Board has four Committees to focus on specific areas and make decision within the authority delegated to each of the Committees. All decision and recommendations of the Committees are placed before the Board either for information or approval. The detail of Committee of the Board is as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• CSR Committee

The composition, scope and powers of the aforementioned Committees together with details of meeting held during the year under review, forms part of the corporate Governance Report.

24. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Indian Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them 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 31st March, 2024 and of the profit /loss 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 the Companies Act 2013 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) 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.

25. CORPORATE SOCIAL RESPONSIBILITY

The existing Corporate Social Responsibility Committee had been reconstituted on 13^th February, 2024 comprised of Mr Mukesh Kumar Agarwal as Chairperson and Mr. Nirmal Kumar Goyal and Mr Pradeep Kumar Agarwal, as Members. 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.

Further details of the CSR Policy and related matters together with details of the Committee have been annexed as Annexure I to this Report. The Policy is also available on the Company's website at www.grobtea.com.

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

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. It is your Company's endeavour to provide safe, healthy and sustainable work environment in all the estates. 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.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure “F” to this Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

In terms SEBI(LODR), Regulation, 2015 with Stock Exchange, Report on Management Discussion & Analysis Report and the Report on Corporate Governance along with the Certificate from the Practicing Company Secretary certifying the compliance of Corporate Governance have been attached and forms part of Annual Report marked as Annexure “A” and “B” respectively.

29. VIGIL MECHANISM

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 V igil Mechanism of the Company. It is also confirmed that no personnel have 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.grobtea.com.

30. BOARD EVALUATION

An annual evaluation of the performances of the Board, its Committees and that of the individual Directors was undertaken during the year on the basis of the criteria such as the composition, structure, functioning, effectiveness of the Board, the Committee Meetings, the contribution and preparedness of individual Directors to the Board and Committees etc. after seeking inputs from all the Directors. The Directors including Independent Directors and the Non Independent Directors have continued to contribute their inputs in the process of evaluation of the Directors. The Independent Directors and Nomination and Remuneration Committee members have continued to review the performance of all the Directors including the Chairman and thence the performance of the Board as a whole. The Board in turn with such inputs, have carried out annual evaluation of its own performance, its Committees and individual Directors. The performance of non-independent Directors, the Chairman and the Board as a whole was evaluated by the Independent Directors in a separate Meeting held during the year. The Board members were satisfied with the evaluation process.

31. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

32. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

There are no such applications made nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 during the year.

33. The details of difference between the 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 reasons thereof.

There is no such difference between the 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 during the year.

34. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the devoted services rendered by all the employees of the Company and sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.