Share Wealth

Year End :2024-03

The Directors are pleased to present the Annual Report of B & A Limited (hereinafter referred to as the ‘Company') together with the audited financial statements of the Company for the year ended 31st March 2024. The highlights of the financial results are set out below:

FINANCIAL RESULTS

The summary results are set out below:		(in Rs. Lac)
Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Revenue from Operations	16202.36	16135.20
Other Income	887.14	222.00
Total Income	17089.50	16357.20
Total Expenditure after adjustment of increase/decrease of stock	16077.67	15432.02
Profit from Operations before Depreciation, Finance Cost and Tax	1011.83	925.18
Depreciation	328.30	313.72
Finance Cost	375.88	232.49
Profit before exceptional Items and Tax	307.65	378.97
Exceptional Income	---	365.79
Provision for Tax
Current Tax	100.00	85.00
Deferred Tax	(48.84)	71.00
Profit for the year	256.49	588.76

Net sales for the year under review is marginally higher by Rs. 67.16 lac over previous year. PBET is marginally lower by Rs. 71.32 lac over previous year. The Earnings per Share for the year stood at Rs. 8.27 which was lower by Rs.10.72 than previous financial year.

REVIEW OF MARKET, BUSINESS AND OPERATIONS

The Indian Tea Industry faced the double whammy of sluggish domestic consumption and low export demand in CY23, which dampened the overall price realization. And what's more, subdued prices and increase in cost led to significant pressure on profit margin for tea manufacturers.

Tea season 2023 in Assam was grossly affected

due to extreme weather conditions. The Industry which is heavily dependent on weather,faced challenges due to vagaries of nature. By September 2023, Assam reported 48,029 hectares of crop area damage due to long rainless periods, abnormal day temperature, high intensity downpours for shorter spell resulting in waterlogging and soil erosion. Adverse weather conditions and related pest issues reportedly led to a decline in output. However, loss in production did not augur well for the prices. Compared to CY22 during CY23 average prices of Assam Crush-curl-tear (CTC) teas declined by Rs. 20 per kg.

Like earlier years, your Company concentrated on producing quality crop,despite harvest of the crop

was negatively impacted due to lesser rainfall and other unfavorable weather conditions. The Company also concentrated on the quality of bought leaf so that made tea from bought leaf created a mark like made tea from own leaf. During FY 23-24 made tea produced by the Company from own leaf was lower by 3.73 lac kg compared to previous financial year. Production from bought out leaf was higher by 2.06 lac kg compared to previous financial year. However, bought leaf production could not reach its peak due to scarcity of good quality green leaf at competitive prices. As a result, combined production of made tea by the Company during FY 23-24 was lower by 1.67 lac kg compared to previous 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:

A. Crop (Lac kg)	For the Year ended 31st March 2024	For the Year ended 31st March 2023	Difference Excess/ (Shortfall)
a. Own Leaf	27.25	30.98	(3.73)
b. Bought Leaf	24.64	22.58	2.06
Combined Total	51.89	53.56	(1.67)
B. Sales Qty. (Lac kg)	For the Year ended 31st March 2024	For the Year ended 31st March 2023	Difference Excess/ (Shortfall)
a. Own Leaf	28.27	33.07	(4.80)
b. Bought Leaf	23.53	19.15	4.38
Combined Total	51.80	52.22	(0.42)
(in Rs.)
C. Selling Price (per kg)	For the Year ended 31st March 2024	For the Year ended 31st March 2023	Difference Excess/ (Shortfall)
a. Own Leaf	412.26	365.23	47.03
b. Bought Leaf	193.29	211.17	(17.88)
Combined Total	312.77	308.98	3.79

It is heartening to note that the Company's average sale price per kg from sale of tea produced out of its own leaf was Rs. 412.26 (Rs. 47.03 higher than previous year's average price). This was way above the average price registered in the auction (Industry

average). Favorable price variance contributed towards additional revenue generation, though the impact of lesser quantity sold in the same category due to decrease in production was severe.

Though adverse weather conditions impacted production this year was exceptional for your Company both in terms of quality produce as well as prices fetched. Market remunerated the Company with a strong start and Company's own leaf averages was higher by Rs. 42 per kg in April-June quarter compared to corresponding period of previous year. Market stabilized during July-Sept but your Company continued to reap the benefit of quality produce and sale price of Company's teas from own gardens registered higher prices compared to previous year's levels and the trend continued till the season ended. But a disappointing bought leaf market where starker quality had a better reception forced us to reduce the quantity and the average prices fetched from bought leaf sale was lower by Rs. 17.88 per kg by the season end compared to previous year.

From CY21 onwards our Gatoonga Tea Estate ranked as no.1 in Assam followed by Mokrung and Salkathoni Tea Estate (TE) in All India Batting Order in terms of price fetched by CTC teas in the auctions. This year Mokrung TE was ranked at no. 3 and Salkathoni TE at no. 6 in terms of auction average prices. In Kolkata auctions, Gatoonga, Mokrung and Salkathoni Tea Estates were able to achieve prices above Rs.500/kg in several invoices and Gatoonga TE had touched the price of Rs. 700/kg in one invoice.

Though quality of the production was exceptional during the year and average prices of own leaf was higher compared to previous year, combined sales volume of the Company was lower by 0.42 lac kg compared to previous year owing to lower production. As a result, the Company could not register higher income from sale of tea.

During the past three years, procurement price of green leaf showed an increasing trend which had been impacting the consumption cost. The Company had to absorb Rs. 508.91 lac increase in wages cost on Y-o-Y basis which was mainly due to increase in labour wages by Rs. 18 per man-day effective from October 2023. The Company could control expenditure under certain heads like fertilizers and pesticides, consumption of stores and spare parts etc. but the impact of loss in crop and higher employee

benefit expenses forced your Company to record lower surplus.

Acquisition of Moheema Tea Estate

Your Directors are delighted to inform you that during the year, the Company, successfully acquired “Moheema Tea Estate”, a 150-year-old garden located at a stretch of approximately 27 km from Jorhat City and 17 km from Golaghat, Assam. The garden is planted with best Tea Bushes (Jaat) TV1, TV23, TV17 and TS520 which provide the best quality of tea leafs in the nearby district. The Moheema Tea Estate has been one of the finest tea leaf producing estate since 1971. Moheema Tea Estate is having a total grant area of land measuring 576.74 hectares approximately. The cumulative area under plantation is 314.92 hectares approximately, along with nursery, factory shed and building, bungalows and plant and machineries situated thereat. With this acquisition, the production of the Company is expected to touch 6 mkgs/annum in years to come.

Packaged Tea

At an illustrious event held on 31st March 2024 at our Golf Resorts, Sangsua Tea Estate, while commemorating the 98th birthday of our visionary founder Chairman Late Hemendra Prasad Barooah, the Company commenced its retail foray by launching its packaged tea under the brand ‘Gatoonga' named after its coveted 'Gatoonga Tea Estate'. The high quality black tea offered by the Company which is sold through other companies and in auctions for decades will now be available to the retail customers as garden fresh non-blended form in attractive branded packages. You Company will follow a phased demand-driven growth strategy in its retail marketing.

Development Activities

Development work in all gardens of the Company was impacted due to adverse weather conditions that prevailed during FY 23-24.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.

Accreditations

Three factories of the Company namely Gatoonga, Salkathoni and Mokrung are Trustea certified with

regards to own leaf. Salkathoni, Mokrung and Sangsua are accredited with Trustea for bought tea leaf. All four factories of the Company received ISO-22000 accreditation for food safety norms.

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 substantially with consequential increase in the interest cost. The consolidated net debt at the end of FY 24 was Rs. 4629.15 lac including Rs. 1460.38 lac for fresh loan taken from bank for acquisition of Moheema Tea Estate. The Company met its financial commitments in servicing its debt and repayment thereof in timely manner. Directors are pleased to inform you that your Company continues to enjoy CARE BBB rating for its long term bank borrowings.

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, we use 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 our 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 on Capital Employed

The Company registered lower PBT on Y-o-Y basis due to disproportionate increase in wages cost and loss in revenue due to lower production and sale. As a result, return on capital employed decreased by 33.33% compared to previous year.

INDUSTRY STRUCTURE, DEVELOPMENTS AND OUTLOOK

Highlights of CY 2023:

Production

India's total tea production in CY23 surpassed 1.37 billion kgs which was marginally higher (0.1%) compared to previous year. While 90% of output consists of CTC varieties remaining 10% constitutes Orthodox (ODX) and green tea. While South Indian tea fared slightly better in terms of production volume, North Indian (NI) states comprising of Assam and West Bengal faced challenges due to unfavorable weather conditions and related pest issues. Consequently, overall production from this region dropped in cY23. Though Assam valley maintained its position as the leading tea producer in India during CY23, adverse weather conditions led to a decline of 11 mkgs in production compared to CY22. The rising number of small tea growers across the Country is a trend to watch. Their contribution to overall production is increasing but their integration with the established value chain remains a concern.

Export and Import

Indian tea exports faced a decline in season 2023 compared to the previous year.Oversupply in the global market and stagnant global tea prices created a difficult environment for Indian Exporters. Estimates suggest a fall of around 1.37%, translating to a total export volume of 227.9 mkgs. This was mainly due to lower demand of ODX teas in the importing nations. A significant drop in exports to Iran, a traditional importer, impacted the overall figures. In CY 2023 the value of import was significantly lower than CY 2022. Nepal remained the dominant source of imported tea for India accounting for over half the import value in CY 2023.

Tea Auctions and Prices

The CY23 witnessed a generally downward trend in NI tea auction prices compared to previous year. There was almost an 8% decline in average NI auction prices on Y-o-Y basis. However, significant fluctuations in prices prevailed during the year. Assam variety CTC witnessed a decline of almost Rs. 20/kg compared to previous year while ODX prices dropped significantly by Rs.60/kg on Y-o-Y basis. Introduction of 'Bharat' auction systems in NI auction centres also affected the prices in CY23. The Tea Board of India reverted to the earlier 'English' auction system from Nov'23 and the trend in prices

in recent auctions, post changes, seems to be encouraging.

Outlook for CY 2024

Credit rating agency ICRA projects a negative outlook for CY24, with declining prices impacting bulk tea producers operating profit margin (OPM). It portrays a gloomy Indian market with stagnant consumption, surplus availability, hike in wage rate and intense competition leading to further price cuts and market share battles. Sale of medium category teas is very strong in Season 24 while top category teas like your Company as at par with previous year. Nevertheless, demand for quality CTC teas is likely to remain firm in NI auctions and the market is expected to witness rise in the price of premium teas from estate leaves over the prices of those to be made from bought leaves.While quality remains a key for CTC teas, compliant teas will have an edge in the market due to stricter sustainability norms. However, muted realisations along with wage hike in Assam and West Bengal alongwith sharp rate increase in power, fuel and chemical cost may lead to a significant moderation in OPM for NI teas.

As the global tea production is up due to higher output in Kenya,Indian exporters are expected to face challenges, struggling to maintain shipments at 250 mkgs.Unrelenting conflict in the Europe and emerging crisis in Middle East may lead Indian tea export to further contraction.

As quality is becoming more crucial for market success, especially in the face of increasing competition,medium to starker quality teas will struggle with potential lower returns compared to previous years while domestic producers will find opportunities for growth by focusing on quality, compliance and differentiation in the market. Bought leaf suppliers in Assam are not in a position to supply pest free bought leaf and as a result, bought leaf intake in the Company's gardens has drastically reduced which may affect future profitability of the Company unless the issue is resolved at the earliest.

CHALLENGES, OPPORTUNITES, RISKS AND CONCERNS

The biggest challenge before the Assam Tea is the changing climatic conditions. As per Assam Agricultural University reports, during the period 2009-2019, the rainfall has declined by 10.6 millimeters. Similarly, 0.49 degrees' Celsius rise in temperature was seen. As a result, there is a shift in season. In Assam, except for some of the areas irrigation was never a necessity. But with rising temperatures and decline in rainfall, irrigation is not a luxury anymore. Heavy rainfall for shorter duration or extreme sunshine is affecting both the quality and quantity of the leaf. Further, prices not keeping with rising cost, high infrastructure, social and community development cost and outdated legislative framework are other key challenges being faced by the Industry.

The biggest opportunity before the Indian tea industry is its established consumer base. While 88% of the households in India consume tea as a daily drink, the domestic consumption is growing at a steady rate of 3-4% CAGR. Further, awareness of health attributes of tea has led to a world-wide demand of good quality Indian teas. With rising awareness of the impact of agriculture on the environment, there is a shift towards organic and sustainable tea production methods. This trend is likely to continue in the future as consumers are becoming more environmentally conscious.Further, the tea industry embracing for digitization with online sales and marketing becoming increasingly popular, the major tea companies are also using technology to improve the efficiency of their supply chain and production processes. Finally, increasing demand for specialty teas, rise of tea tourism, large and diverse tea growing regions are other strengths of the Indian Tea Industry.

On the trade front, the need is to negotiate Free Trade Agreements with some of its existing important buyer countries such as Iran, USA, Russia, Germany, Saudi Arabia etc. to increase its market share. It is also important to enter into trade agreements with other countries to explore new potential markets including tea producing neighboring countries. Further, declining production of Sri Lankan teas which contributes around 5% of global tea production due to its political and economic instability provides excellent opportunities for the Indian tea industry to expand its market share.

Since the biggest concern before the Assam tea fraternity is the declining production due to change in the climatic conditions, the Industry needs Government support in irrigation facility. Further rainwater harvesting, shading trees in plantation areas and crop improvement might be key steps to adapt to the changing climate.

The weaknesses the tea industry generally faces are quality control issues, lack of investment in technology and infrastructure and outdated

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) activities of the Company are directed by the Board. The CSR Policy of the Company as approved by the Board of Directors is available at the website of the Company at the web-link:https://www.barooahs.com/policies/ policy-on-corporate-social-responsibility.pdf.

In term of Rule 9 of the Companies (Accounts) Rules, 2014 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Annual Report on CSR activities containing brief outline of the CSR policy, CSR initiatives undertaken and expenditure made during the year is attached as Annexure - 2 and forms part of the Director's Report.

FIXED DEPOSIT

The Company had no outstanding deposit as on 31st March 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March 2024, the Company's Directorate consisted of ten Directors; five of them are Independent Directors. After the untimely demise of Mrs. Anuradha Farley, former Chairman of the Board on 25th November 2023, her son Mr. Robin Aidan Farley was elected Chairman of the Board with effect from 13th December 2023. The Board places on record the impeccable performance of Mrs. Farley as a Chairman and valuable contribution made by her in the board process while in Directorate. The composition of the Directorate is in conformity with the provisions of the Act', allied rules and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). The particulars of the Directorate and the Key Managerial Personnel are given under para 1 of the Corporate Governance Report which forms part of this Annual Report. On 31st March 2024 Mr. Basant Kumar Goswami, Non-Executive Independent Director retired from the Board. The Board records the valuable contributions made by Mr. Goswami in the Board process and wishes him success in his future endeavors. During the year, the Board on recommendation made by the Nomination and Remuneration Committee appointed Mr. Dhruba Jyoti Dowerah, former President- Tea Division of the Company as Whole Time Additional Director of the Company with effect from 12th August 2023 and designated him as Dy. Managing Director. Mr. Dowerah retires in the ensuing Annual General

Meeting (AGM) as an Additional Director and the Board on recommendation made by the Nomination and Remuneration Committee proposes to appoint him as a Director liable to retire by rotation in the ensuing AGM and seeks your approval therefor.

By virtue of Section 152 of the Act', Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan, Directors, retires by rotation in the AGM and they are eligible for reappointment.

Mr. Amit Chowdhuri, Independent Director retires on 30th September 2024 on completion of his initial term of directorship. The Board on recommendation made by the Nomination and Remuneration Committee of Directors proposes to reappoint Mr. Chowdhuri with effect from 1st October 2024 for a 2nd term of five consecutive years to hold office upto 30th September 2029 and seeks your approval to reappoint him in the ensuing AGM. Necessary resolution to reappoint Mr. Chowdhuri is embodied in the notice calling the AGM.

Mr. Himanghsu Sekhar Das and Mrs. Mou Mukherjee, Independent Directors retire on 31st March 2025 on completion of their initial term of directorship. The Board on recommendation made by the Nomination and Remuneration Committee of Directors proposes to reappoint Mr. Das and Mrs. Mukherjee with effect from 1 st April 2025 for a 2nd term of five consecutive years to hold office upto 31st 2030 and seeks your approval to reappoint them in the ensuing AGM. Necessary resolutions to reappoint Mr. Das and Mrs. Mukherjee are embodied in the notice calling the AGM.

Further, in terms of Regulation 17 (1A) of the Listing Regulations consent of the Members by way of Special Resolution is also required for continuation of the office of a Non-Executive Director on his attaining the age of seventy-five years. Mr. Amit Chowdhuri, Non-Executive Independent Director will be attaining the age of seventy-five years on 1st November 2024.The Board seeks consent of the Shareholders in the ensuing AGM for continuation of office of Mr. Chowdhuri. Necessary resolutions seeking consent of the shareholders in this regard are embodied in the notice calling the AGM.

The Board in its meeting held on 25th May 2024 on recommendation made by the Nomination and Remuneration Committee of Directors appointed Mr. Parthapratim Sengupta, former Dy. Managing Director of State Bank of India and Mr. Dipankar

Mukherjee, former executive of United Bank of India as Additional Directors (in the capacity of Independent Director) on Board of the Company with effect from 25th May 2024 for a term of five consecutive years to hold office upto 24th May 2029 and seeks approval of the shareholders to confirm their appointment in the ensuing AGM. Necessary resolutions to appoint Mr. Sengupta and Mr. Mukherjee are embodied in the notice calling the AGM.

A brief resume, expertise and shareholding in your Company together with details of other directorships of Mr. Anjan Ghosh, Mr. Raj Kamal Bhuyan, Mr. Dhruba Jyoti Dowerah, Mr. Amit Chowdhuri, Mr. Himanghsu Sekhar Das, Mrs. Mou Mukherjee, Mr. Parthapratim Sengupta and Mr. Dipankar Mukherjee are given in the Corporate Governance Section of the Annual Report.

None of the Directors on the Board as on 31st March 2024 has been debarred or disqualified from being appointed or continuing as Directors by Ministry of Corporate Affairs, Government of India or Securities and Exchange Board of India or any such Statutory Authority of India. A certificate in this regard from a Practicing Company Secretary is enclosed as Annexure - 3 and forms part of this report.

Mr. Somnath Chatterjee, Managing Director, Mr. Dhruba Jyoti Dowerah, Dy. Managing Director, Mr. D. Chowdhury, Company Secretary and Mr. Tapas Chatterjee, Chief Financial Officer, hold the position of Key Managerial Personnel (KMP) in the Company in terms of section 203 of the Act'. Mr. Dhruba Jyoti Dowerah was appointed as a KMP in the Company with effect from 12th August 2023.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors had given declaration to the Company stating their independence in terms of section 149(6) of the Act' and the same were placed and noted in the meeting of the Board of Directors held on 25th May 2024.

MEETING OF THE BOARD OF DIRECTORS

The particulars of the meetings of the Board of Directors held during the financial year ended 31st March 2024 are furnished under para 1.4 of the Corporate Governance Report forming part of the Annual Report.

MEETING OF THE INDEPENDENT DIRECTORS

In terms of Section 141 read with Schedule IV of the Act' a separate meeting of the Independent Directors of the Company was held on 10th February 2024.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board had constituted 'Audit Committee', 'Nomination and Remuneration Committee', 'Stakeholders Relationship Committee' and 'Share Transfer Committee' of Directors in terms of respective provisions of the Act' and the Listing Regulations. The constitution, terms of references and policies of these committees have been discussed in detail in the Corporate Governance section of the Annual Report. There was no instances where the Board did not accept the recommendations of the Audit Committee.

COMPLIANCE WITH CORPORATE GOVERNANCE NORMS

In terms of the Listing Regulations, a certificate from a Practicing Company Secretary on compliance of Corporate Governance is attached with the Director's Report as Annexure - 4 and forms part of Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Act' the Directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

ii) They 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 your Company as at 31st March 2024 and of the profit of your Company for the financial year ended 31st March 2024.

iii) They had 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.

iv) They had prepared the annual accounts on a 'going concern' basis.

v) They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

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

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate Internal Control System commensurate with the size, scale and complexity of its operations to ensure efficient usage and protection of Company's resources, accuracy in financial reporting and due compliance of statutes and procedures. The Internal Financial

Control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audit conducted by an external firm of Chartered Accountants manned with trained professionals appointed by the Board on recommendation made by the Audit Committee. The pre-audit and post-audit checks and reviews are carried out to ensure follow-up on the observations made by the audit team. The Audit Committee in its periodic meetings reviews the internal audit reports, progress in implementation of their recommendations and adequacy of internal controls systems.

During the year, as part of control assurance process, the financial controls were reviewed by the Audit Committee in line with the guidelines issued by ICAI on internal financial controls and found satisfactory in design and operational effectiveness. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on the financial reporting process in their report pertaining to the financial statement for the financial year 2023-24.

MAINTENANCE OF COST RECORDS

The Company has maintained adequate cost accounts and records as specified under Section 148(1) of the Act' with respect to its tea business.

PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

The Board has 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 Listing Regulations and has been reviewed by the Board. The said policy is available at the website of the Company at the following web-link: https://www.barooahs.com/ policies/policy-on-related-party-transactions.pdf.

In terms of section 134 of the Act' read with Rule 8(2) of the Companies (Accounts) Rules, 2014 particulars of contracts/arrangements with related parties entered into by the Company during the financial year under review in form AOC-2 is attached as Annexure - 5 and forms part of the Director's Report.

NOMINATION AND REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Board of Directors in compliance with the provisions of section 178(3) of the Act', on recommendation made by the Nomination and Remuneration Committee of Directors formulated the Nomination and Remuneration Policy of the Company. The said policy is available at the website of the Company at web-link: https://www. barooahs.com/policies/remuneration-policy.pdf.

The information required pursuant to section 197 of the Act' read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of section 136 of the Act', the Directors report and Financial Statements are being sent to Members and others excluding the information on employee's particulars which are available on inspection by the Members of the Company upto the date of the AGM. Any Member interested in obtaining a copy may write to the Company. Further it is confirmed that there was no employee employed throughout the financial year or part thereof, who has drawn an aggregate remuneration in excess of remuneration drawn by the Managing Director of the Company and holds himself or alongwith his spouse and dependent children not less than two percent of the equity shares in the Company.

Disclosure in terms of section 197 of the Act' read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 regarding remuneration paid to Directors and Key Managerial Personnel for the financial year ended 31st March 2024 is given in para 2.2(f) of the Corporate Governance Section of the Annual Report.

VIGIL MECHANISM

In terms of section 177(10) of the Act' and Regulation 22 of the Listing Regulations, the Company had established a vigil mechanism to report and deal with genuine concern raised by a whistle blower. The said policy is available at the website of the Company at web-link: https://www.barooahs.com/ policies/vigil-mechanism.pdf.

PERFORMANCE EVALUATION

In terms of section 134(3) of the Act' read with Listing Regulations, the Company had laid down the criteria for reviewing the performance of the Board, its Committees and individual Directors. The evaluation process of Directors inter alia considers attendance of the Directors at Board and Committee meetings, acquaintance with business, communicating interse Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy etc. The evaluation process and criteria for evaluating the performance are available in detail at the website of the Company at web-link: https://www.barooahs.com/policies/remuneration-policy.pdf.

The Board evaluated its own annual performance including that of its Committees at the meeting of the Board of Directors held on 25th May 2024. The Board at the same meeting evaluated performance of the individual Directors on the basis of recommendations made by the respective Committee.

STATUTORY AND COST AUDITORS

M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata (FRN 315080E) hold the office of the Statutory Auditors in their current term till the conclusion of the Annual General Meeting of the Company to be held for the Financial Year 2024-25.

The Report given by the Statutory Auditors on the Financial Statement of the Company for the financial year ended 31st March 2024 is a part of the Annual Report. There was no qualification, reservation, adverse remark or disclaimer in the 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 31st March 2024. They are eligible for reappointment.

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 Listing Regulations, for the financial year 2023-24. 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.

None of the Auditors of the Company has reported any fraud as specified under the second proviso of Section 143 (12) of the Act'.

DETAILS OF THE 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 EARNINGS 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 2023-24 are appended as Annexure - 8 to this report.

MATERIAL CHANGES AND COMMITMENTS

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

EMPLOYEE RELATIONS

One of the key strength of your Company is

its people. The Company employed around 4311 individuals as permanent employees across its gardens and offices who share a passion for excellence. The key attributes that excelled their performance are knowledge base, expertise and experience. Human Resources (HR) policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels.

The Employee Relations remained cordial throughout the year under review and your Directors wishes 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.

OTHER DECLARATIONS

Your Directors state that during the year under review:

a. The Company complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

b. 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.

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

d. There was no change in the share capital or nature of business of the Company.

APPRECIATION

Directors wish to place on record their sincere thanks and appreciation to all customers, suppliers, bankers, authorities, members and associates of the Company for their co-operation and support at all time.