The Board of Directors of your Company have pleasure in presenting their 52nd Annual Report on the business and
operations of the company together with Audited financial statement for the year ended 31st March, 2025.

1. CORPORATE OVERVIEW

Terai Tea Company Ltd. (Your Company) is a leading Tea Manufacturing Company of West Bengal. The Group
has its Corporate Head Quarter at “Agarwala House”, Sevoke Road, 2nd Mile, Siliguri, West Bengal-734001.

2. FINANCIAL SUMMARY (? In Lakhs)

3. OVERVIEW OF THE COMPANY PERFORMANCE
FINANCIAL REVIEW

The Financial Statement of your Company have been
prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply
with the Indian Accounting Standards (IND AS) and
the relevant provisions of the Companies Act, 2013 and
rule made therein, as applicable and regulation 48 of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. Accounting Policies have been consistently
applied except where a newly issued accounting
standards, if initially adopted or a revision to an existing
accounting standard requires a change in the
accounting Policy. Your Company discloses unaudited
financial results on quarterly basis, which are subjected
to limited review, and audited financial results on an
annual basis.

Standalone Financial Performance:

Some of the Key Highlights of your Company's perform¬
ance during the year under review are:

• Your Company's turnover is Rs. 10,299.49 Lacs as
against Rs. 10,806.44 lacs in the previous year.

• The Company has achieved profit before tax during
the current financial year of Rs. 430.11 Lacs as
against Rs. 287.13 Lacs in the previous year.

• Net profit after taxation is Rs. 368.06 Lacs as against
Rs. 308.81 lacs in the previous year.

• Earnings per share is Rs. 5.35 as against Rs. 4.49
in the previous year.

Consolidated Financial Performance:

On Consolidated basis, your company has achieved
consolidated net profit after tax of Rs. 953.13 Lacs
as against Rs. 492.50 lacs in the previous year.

4. OPERATIONS REVIEW

During the year under review, the Company's total
tea production was at 21.22 Lacs kg. of Black Tea
compared to 19.03 Lacs Kg. in last year. The total
sales quantity was 18.10 Lacs kg as against 19.64
Lacs kg in last year 2023-24. The average price
realization was Rs. 161.36 per kg. against realization
of Rs. 127.72 Per kg in previous year. The increase in
average realization per kg during the year under review
was primarily attributed to improved quality standards,
favorable market conditions, and strategic focus on
high-value sales channels.

Your Company is engaged in the Manufacturing and
Selling of Tea and Trading in Agri Merchandise.

Your Company is having the following units under its
fold :

a) Bagdogra Tea Estate: The tea garden is in Terai
Region of North Bengal, about 15 kms from
Siliguri and adjacent to Bagdogra Airport. The
total grant area is 687.17 acres and produces 25
lacs kgs. of made tea annually out of its own
leaves and brought tea leaves. Total Tea
Production during the year ended 2024-25 is 5.50
Lacs Kg.

b) Terai Tea Factory Unit : The Company has set
up this unit in the month of November 1997 with
an objective to produce CTC tea from the green
leaf purchased from different suppliers. Total Tea
Production during the year ended 2024-25 is 6.19
Lacs Kg.

c) Adhikari Tea Factory Unit: This unit was
commissioned on 17th February 2002. The
present installed capacity of the unit 25 lacs kgs.
of CTC tea per annum. Total Tea Production
during the year ended 2024-25 is 9.54 Lacs Kg.

5. SCENARIO AT TEA INDUSTRY

Tea being an agricultural product, the plantation
operations are subject to the fluctuating fortunes of
weather. The crop yield depends on the climatic
conditions to a very large extent. The steps initiated
by the management for increasing the crop yields by
implementation of improved agricultural practices are
not only necessary, but also important for the
sustainability of the Industry. Tea continues to be
savoured globally and remains the most popular
beverage in the country contributing substantially to
the country's income by way of foreign exchange
earnings. Indian tea industry provides employment to
more than one million people, more than half of whom
are women. Tea Industry supports a large population
comprising of workers, dependents and others residing
in the tea estates. Originally, the tea plantation sector
consisted of tea estates with factories to manufacture
their teas but over the last decade or so, there has

been an emergence of small tea growers and bought
leaf factories contributing to almost 50% of the total
country's tea production.

India Tea Market is projected to grow at a CAGR of
4.5% between 2024 and 2032. Aided by the growing
consumer preference for premium tea products and
the increasing prominence of health and wellness
beverages, the market is expected to grow significantly
by 2032.

Tea is an integral part of India's cultural and social
fabric, offering a diverse range of varieties such as
Assam, Darjeeling, and Nilgiri, each with its unique
flavour profile. Apart from traditional consumption, the
market has seen a significant shift towards specialty
and health-focused teas, catering to the evolving
preferences of health-conscious consumers.
Substantial increase in labour wages, high social cost
over most other tea producing countries, high
infrastructure costs and increasing energy and other
input costs remain the major problems for the Indian
Tea Industry. Shortage of labour during peak season
in some pockets is also a cause for concern. The
Company has made substantial investment in
irrigation to minimize the impact on crop due to change
in climatic conditions.

Weather is also of prime importance for the industry
to achieve desired production levels. Due to erratic
weather conditions the production of tea fluctuates
within a given range. However, inspite of this scenario
the outlook for the tea industry is positive, due to its
increasing demand, consumption and acceptance of
the same as a wellness drink globally.

6. INDIAN ECONOMY AND STATE OF AFFAIRS
I n 2024-25, the Nominal GDP, or GDP at current prices,
is estimated to reach ? 331.03 Lakh crore. This
represents a growth rate of 9.9% compared to ?
301.23 Lakh crore in 2023-24. The Indian economy is
projected to grow by 6.5% in Real GDP during 2024¬
25. Strong domestic demand for consumption and
investment, along with Government's continued
emphasis on capital expenditure are seen as among
the key driver of the GDP in the first half of FY24.
Future capital spending of the government in the
economy is expected to be supported by factors such
as tax buoyancy, the streamlined tax system with
low rates, a thorough assessment and rationalisation
of the tariff structure, and the digitization of tax filing.
In the medium run, increased capital spending on
infrastructure and asset-building projects is set to
increase growth multipliers. The contact-based
services sector has demonstrated promise to boost
growth by unleashing the pent-up demand. The
sector's success is being captured by a number of
HFIs (High-Frequency Indicators) that are performing
well, indicating the beginnings of a comeback.

India is the second-largest producer of tea globally.
Indian tea is one of the finest in the world owing to
strong geographical indications, heavy investment in
tea processing units, continuous innovation,
augmented product mix, and strategic market
expansion. As of 2022, a total of 6.19 lakh hectares
of area was cultivated in India for tea production. India
is also among the world's top tea-consuming
countries, with 80% of the tea produced in the country
consumed by the domestic population. In FY24,
India's tea production stood at 1,382.03 million kgs,
compared to 1,374.97 million kg in FY23, whereas
during FY25 (April-December) production stood at
1,186.62 million kgs.

The Assam Valley and Cachar are the two tea-
producing regions in Assam. In West Bengal, Dooars,
Terai and Darjeeling are the three major tea producer
regions. The southern part of India produces about
17% of the country's total production with the major
producing states being Tamil Nadu, Kerala, and
Karnataka.

7. SUBSIDIARY & ASSOCIATES COMPANIES

A list of the Subsidiaries/Associates/Joint Ventures
as on the 31st March, 2025 are as follows:

I) Subsidiaries:

1. Terai Retailors Private Limited

II) Associates:

1. East Indian Produce Ltd.

2. Jaldacca Tea Plantations Pvt. Ltd.

3. Abhijit Tea Co Pvt. Ltd.

4. Terai Infrastructures Ltd.

5. Terai Dooars Tea Co. Pvt. Ltd.

6. Sayedabad Tea Co. Ltd.

7. The Kharibari Tea Co. Ltd.

8. Terai Overseas Pvt. Ltd.

9. Amit Paridhan Pvt. Ltd.

10. New Darjeeling Union Tea Co. Ltd.

11. Terai Ispat & Trading Pvt. Ltd.

12. Terai Financial Services Pvt. Ltd
Performance and Financial Position of Subsidiary
and Associates Companies-

I) Subsidiaries:

Terai Retailors Private Limited, wholly-owned
subsidiary (WOS)

Terai Retailors Private Limited was incorporated as a
wholly owned subsidiary of the Company in the year
2023-24 for exploration and expansion of the Real
Estate Business in the West Bengal Market.

Your Company is holding 99.99 % of the equity share
capital in Terai Retailors Private Limited.

II) Associates:

East Indian Produce Ltd:

The Company is engaged in the manufacturing and
selling of Tea. This company owns one tea garden
namely Lohagarh Tea Estate. The Tea Estate is
situated in the foothills of Himalayan range of
mountains having plantation areas of 814.37 acres
and during the financial year, Company produced 3.43
Lacs kg of Specialty Tea (Green Tea).

Some of the Key Highlights during the year under
review are: (? in Lacs)

New Darjeeling Union Tea Co. Ltd.:

The Company is engaged in the manufacturing and
selling of Tea. This company is the owner of Kiran
Chandra Tea Estate near to Bagdogra Airport, in the
District of Darjeeling having an area of 878.41 acres.
The Company is owing a Green Tea bought leaf factory
within the premises of Kiran Chandra Tea Estate. The
combined annual production during the financial year
was 10.36 Lacs kg Tea.

Some of the Key Highlights during the year under
review are: (? in Lacs)

Sayedabad Tea Co. Ltd.:

The Company is engaged in the manufacturing and
selling of Tea. This company owns Sayedabad Tea
Estate having 1,450 acres of grant area. The Company
is also owning a bought leaf factory within the
premises of Sayedabad Tea Estate. The combined
annual production during the year of 14.79 Lacs Kg.
of CTC Tea.

Jaldacca Tea Plantations Pvt. Ltd.:

The Company is engaged in the manufacturing and
selling of Tea. This company is the owner of Jaldacca
AltadangaTea Estate having gross grant area of 1001
acres and during the financial year the Company
produced 2.16 lacs kgs. of Specialty Tea (Green Tea).

Some of the Key Highlights during the year under
review are: (? in Lacs)

Abhijit Tea Company Private Ltd.:

The Company is engaged in the manufacturing and
selling of Tea and real estate business. This company
is owning Raja Tea Estate in the heart of Mal Bazar
town in the District of Jalpaiguri having an area of
1482.83 acres. During the financial year, Company
produced 5.99 Lacs kg of CTC Tea.

The company has various real estate projects in the
city of Siliguri and Falakata town, West Bengal.

Some of the Key Highlights during the year under
review are: R in Lacs)

The Kharibari Tea Company Ltd. :

The Company is engaged in the manufacturing and
selling of Tea. The Company owns tea garden namely
Sachindra Chandra Tea Estate having an area of
882.09 acres with production capacity of 5 lacs kgs.
of made tea per annum. During the Current Financial
year, the Company produced 4.02 Lacs kgs.
Speciality Tea (Green Tea).

Some of the Key Highlights during the year under
review are :(? in Lacs)

Amit Paridhan Pvt. Ltd. :

The Company is engaged in the Processing and
Bleaching of Hosiery Clothes. It is located in Bira,
North 24 Paraganas. It started its Commercial
Production on 29th June, 2012. It processes approx.
1500 M.T of Fabrics annually. The Company uses
state of Art machineries for manufacturing it's Product.
The Company produced quality product by way of
Job work trading and is supplying to the leading
manufacturer of the country.

Some of the Key Highlights during the year under
review are: R in Lacs)

Terai Dooars Tea Company Pvt. Ltd. :

The company has owner of bought leaf tea factory
and manufacture Black Tea. The Company is engaged
in the manufacturing and selling of Tea. During the
financial year, Company produced 6.31 Lacs kg of
Tea.

Some of the Key Highlights during the year under
review are: R in Lacs)

Terai Infrastructures Ltd. :

The Company's main objective is to deal in real estate
business.

Some of the Key Highlights during the year under
review are: R in Lacs)

Terai Ispat & Trading Pvt. Ltd.:

The Company is engaged in the trading of various
merchandise.

Some of the Key Highlights during the year under
review are: (? in Lacs)

Terai Overseas Pvt. Ltd. :

The company is engaged in the Import, Export and
trading of various merchandise.

Some of the Key Highlights during the year under
review are: (? in Lacs)

Terai Financial Services Pvt. Ltd.:

This Company is the financial arm of the group
engaged in providing financial and investment services.

Some of the Key Highlights during the year under
review are: (? in Lacs)

Other Reviews

A. The matter of compensation regarding valuation of
trees for the plots of Land abandoned by the defense
authorities is pending adjudication by the Learned
Sole Arbitrator appointed by the Hon'ble High Court,
Calcutta. The matter of rent compensation paid short
by the defense authorities is also pending before the
Circuit Bench at Jalpaiguri of the Hon'ble High Court,
Calcutta.

B. Kumlai Tea & Industries Ltd. : Our company has
submitted a Resolution Plan in the Corporate
Insolvency Resolution Process (CIRP) of Kumlai Tea
& Industries Ltd. which is yet to be considered and
approved by Committee of Creditors (COC) and the
matter is pending for approval before NCLT, Kolkata
Bench.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with Section 129(3) of the Companies
Act, 2013 and Rules made there under, Indian
Accounting Standard (Ind AS) 110 SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Consolidated Financial
Statement form part of this Annual Report.
Consolidated Financial Statement presented by your
Company include financial information about its
aforesaid Associates and Subsidiary.

DHARANIPUR TEA ESTATE

The specific performance suit is in final hearing before
the Suit Court of the Hon'ble High Court at Calcutta
and your company is hopeful to get the decree in its
favour resulting the revival of the sale deed of
Dharanipur Tea Estate executed by the erstwhile
owners ,Bhowmicks in the year 1991. In the
meantime an application under article 227 of the
constitutions of I ndia was filed by your company which
is pending now before the Circuit Bench, Jalpaiguri
of Hon'ble Calcutta High Court to allow your company
to run and manage the said Dharanipur Tea Estate in
the district of Jalpaiguri which is being run illegally
by a 3rd party.

PROJECTS UNDER THE TEA TOURISM AND ALLIED
BUSINESS POLICY 2019

The Company has made separate applications for
the two projects, one on 3.20 acres of vacant land of
the tea estate and another on 0.83 acres of vacant
land. Once the same are sanctioned, your Company
will tie up with some Real Estate Companies to
develop our hospitality project.

Your company has also applied, under the “Tea
Tourism Policy” of the Government of West Bengal
for a Hospital on 3.60 acre vacant land adjacent to
the Bagdogra Airport and also Airforce domestic
quarters which was in-principal sanctioned by the
Screening Committee and further laid down the
conditions to construct the approach road through
the tea garden land to the proposed hospital and to
declare the same as a Public Road by handing over
the same to the local authorities. Your Company has
already constructed the approach road and final
sanction is pending only for the NOC from the Airforce
authorities.

LANDATBANGALORE

The company has an agreement to acquire a few
plots of land at Bangalore for which arbitration
proceedings are pending. All the expenses incurred
for the litigation in respect of the said land are
considered as deemed cost of land as per the
agreement. However, there are remote chances of
your Company to succeed in the matter.

COMMERCIAL REAL ESTATE PROJECT

You are aware that the Company has entered into a
Development Agreement for establishing a
Commercial Real Estate Project (shopping mall) at
Sevoke Road. Siliguri on approx. 174 Kattha of land
in which your Company has a land share of about
32%. The company is glad to inform that after
obtaining all the statutory permissions and also
sanction plan from the Municipal Corporation, the
developer Dwarika Group has already started the full
fledged construction of the project which shall be
launched for booking before the ensuing Durga Puja
Festival i.e., sometime in the month of September
2025.

8. DETAILS OF SUBSIDIARY / JOINT VENTURES/
ASSOCIATES COMPANIES

The Statement in Form AOC-1 containing the salient
features of the financial statement of your company's
subsidiary and associates pursuant to first proviso to
section 129 (3) of the Companies Act, 2013 (Act) read
with rule 5 of the Companies (Accounts) Rules, 2014,
forms part of the Annual Report as an “Annexure-
D”. Further, in line with section 129 (3) of the Act
read with the aforesaid Rules, SEBI Listing
Regulations, 2015 and in accordance with (Indian
Accounting Standards) Rules, 2015 (IND AS rules) of
the schedule III of the Companies Act, 2013,
Consolidated Financial Statements prepared by your
company includes the financial in formations of its
subsidiary and associates companies.

9. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as
at 31st March, 2025 was ? 6,87,93,000 divided into
68,79,300 Equity Shares of ? 10 each. There have
not been any changes in the Equity Share Capital of
the Company during the Financial Year ended 31st
March, 2025. During the year under review, the
Company has neither issued shares with differential
voting rights nor issued sweat equity or granted stock
options or sweat equity.

10. CHANGE OF REGISTERED OFFICE OF THE
COMPANY:

During the year under review, there is no change in
the Registered Office of the Company. However, post
closure of financial year the registered office of the
Company has been shifted from 10, Government Place
(East), Kolkata- 700069 to East India House, 20B,
British Indian Street, 2nd Floor, Kolkata - 700069 with
effect from 7th April, 2025.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMP) :

During the year under review, following are the changes
in the Directors & Key Managerial Personnel (KMP)
of the Company:-

• Mr. Debasis Chakrabarti was appointed as an
Independent Director of the Company w.e.f.

25.07.2024 for a consecutive period of five years,
by way of passing of special resolution at the
51st Annual General Meeting of the Company
held on 30th September, 2024.

• Dr. Jayantakumar Natwarlal Raja ceased to be
an Independent Director of the Company w.e.f.

26.07.2024 due to expiry of 2nd term of five
consecutive years.

However, post closure of financial year-

Mr Ajit Kumar Agarwala (DIN: 00265775) was
reappointed as Managing Director for a term of 3 (three)
years w.e.f. 12th August, 2025, subject to
shareholders approval at the ensuing 52nd Annual
General Meeting.

The present Wholetime KMPs of the Company
stands as follows -

• Mr. Ajit Kumar Agarwala - Managing Director (MD)

• Mr. Rajendra Kanodia- Chief Financial Officer
(CFO)

• Mr. Rajesh Singhania - Company Secretary &
Compliance Officer (CS)

None of the Directors of the Company are disqualified
as per section 164(2) of the Companies Act, 2013
and rules made thereunder or any other provisions of
the Companies Act, 2013. The Directors have also
made necessary disclosures to the extent as required
under provisions of section 184(1) of the Companies
Act, 2013.

11. RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152(6) and other
applicable provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mrs. Shashi
Kala Agarwala, Non-executive Director of the
Company, retires by rotation at the ensuing Annual
General Meeting and being eligible offered herself for
re-appointment.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013,
and the Listing Regulation 17 (10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulation,
2015, the Board has carried out an annual evaluation
of its own performance, the Directors individually as
well as the evaluation of the working of various
Committees. The Independent Directors also carried
out the evaluation of the Chairman and the Non¬
Independent Directors, the details of which are
covered in the Corporate Governance Report.
Induction and Training of Board Members
The process followed by the Company for induction
and training to Board members has been explained
in the corporate Governance Report.

14. INDEPENDENT DIRECTOR’S DECLARATION

Pursuant to the provisions of Section 149 of the
Companies Act, 2013 (‘the Act') and Regulation 25(8)
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, (“the Listing Regulations”), the
Independent Directors have given declarations that
they meet the criteria of independence as provided in
Section 149(6) of the Act and Rules framed thereunder
and Regulation 16(1)(b) of the SEBI (LODR)
Regulations.

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.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfill
the conditions specified in the Act as well as the Rules
made thereunder and are Independent of the
management.

15. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Companies
Act, 2013 your Directors state that

a) In the preparation of the Annual Accounts for the
year ended 31st March, 2025, the applicable
accounting standards have been followed with
proper explanation relating to material departures,
if any;

b) The Accounting Policies adopted in the
preparation of the annual accounts have been
applied consistently except as otherwise stated
in the Notes to Financial Statements and
reasonable and prudent judgments and
estimates have been made so as to give a true
and fair view of the state of affairs of the Company
at the end of the Financial Year 2024-25 and of
the profit for the year ended 31st March, 2025.

c) Proper and sufficient care has been taken 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 Annual Accounts for the year ended 31st
March, 2025, have been prepared on a going
Concern basis.

e) That proper Internal Financial Control was in place
and that the financial controls were adequate and
were operating effectively.

f) That system to ensure compliance with the
provisions of all applicable laws was in place and
were adequate and operating effectively.

16. COMPANY’S POLICY ON DIRECTOR’S APPOIN¬
TMENT AND REMUNERATION

Pursuant to provisions of Section 178 of Companies
Act, 2013 and pursuant to Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the
Company, based on the recommendation of the
Nomination and Remuneration Committee, has
formulated a Remuneration Policy.

The criteria for identification of the Board Member
including that for determining the qualification, positive
attributes, independence etc. are summarily given
hereunder

a) The Board Members shall possess appropriate
skills, qualification, characteristics and
experience. The objective is to have a Board with
diverse background and experience in business,
government, academics, technology, human
resources, social responsibilities, finance, law
etc. and in such other area as may be considered
relevant or desirable to conduct the Company's
business in a holistic manner.

b) Independent directors shall be persons of integrity
and possess expertise and experience and/or
someone who the Committee/Board believes
could contribute to the growth/philosophy/
strategy of the Company.

c) In evaluating the suitability of Individual Board
Members, the Committee takes into account
many factors, including General Understanding
of the Company's business dynamics, Global
business, Social Perspective, Educational and
Professional Background and Personal
Achievements.

d) Directors should possess high level of personal
and professional ethics, integrity and values.
Each should be able to balance the legitimate
interest and concerns of all the Company's
stakeholders in arriving at decisions, rather than
advancing the interests of a particular constituent.

e) Directors must be willing to devote sufficient time
and energy in carrying out their duties and
responsibilities effectively. They must have the
aptitude to critically evaluate management's
working as part of a team in an environment of
collegiality and trust.

f) The Committee evaluates each individual with the
objective of having a group that best enables the
success of the Company's business and achieve
its objectives.

17. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Companies Act, 2013, the Annual Return as on
March 31, 2025 is available on the Company's
Website at www.teraigroup.com

18. DETAILS RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL
AND EMPLOYEES

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is marked as
“Annexure - C” which is annexed hereto and forms
part of the Directors' Report.

19. DIVIDEND

Considering the financial requirements towards the
funding of the ongoing expansion plan, which we
believe will enhance the shareholder's value in the
long term, no dividend is recommended by the
Directors of your company for the year ended 31st
March, 2025.

20. TRANSFER TO RESERVE

No amount is proposed to be transferred to General
Reserve for the year ended 31st March, 2025.

21. DEPOSITS

The Company has neither accepted nor renewed any
deposits during the year under review.

22. STATUTORY AUDITORS

M/s. Saha & Majumder, Chartered Accountants,
were appointed as the Statutory Auditors of the
Company in the Annual General Meeting held on 24th
September, 2022 in terms of Section 139 of the
Companies Act, 2013 till the conclusion of Annual
General Meeting to be held in 2027.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
Mr. Sonesh Jain a proprietor of M/s. Jain Sonesh
& Associates, Trade Centre, 4 M.G. Road, Unit No.
1222, 12th Floor, Howrah-711101, a firm of Company
Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Secretarial Auditor has
submitted an un-qualified Secretarial Audit Report for
the financial year 2024-25. The Report of the
Secretarial Audit is annexed herewith as “Annexure
B”.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or
disclaimer.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013,
read with the Companies (Cost Records and Audit)
Rules, 2014 the Board of Directors on the
recommendation of the Audit Committee appointed
M/s. Debabroto Banerjee & Associates, Cost
Accountant, Kolkata, as the Cost Auditor of the
Company for the year under review relating to
manufacturing activities by the Company. The
remuneration proposed to be paid to the Cost Auditor
requires ratification of the shareholders of the
Company. In view of this, your ratification for payment
of remuneration to the Cost Auditor is being sought
at the ensuring Annual General Meeting.

Mr. Debabrota Banerjee has confirmed that his
appointment is within the limits of Section 139 of the
Companies Act, 2013 and has certified that he is free
from any disqualifications specified under Section
148(5) and all other applicable provisions of the
Companies Act, 2013.

The Audit Committee has also received a Certificate
from the Cost Auditor certifying his independence and
arm's length relationship with the Company.

The Company submits its Cost Audit Report with the
Ministry of Corporate Affairs within the stipulated time
period.

23. AUDITORS’ OBSERVATIONS, AUDITOR’S REPORT

The notes to the Accounts referred to in the Auditors'
Report are self-explanatory and therefore do not call
for any further comments. The Statutory Auditor M/s.
Saha & Majumder, Chartered Accountants has
submitted an Un-qualified Audit Report for the financial
year 2024-25.

24. FINANCE

The present bankers of the Company are Central Bank
of India, Bank of India, Union Bank and Yes Bank
providing credit facilities to the Company. The
Directors express their appreciation for the assistance
and co-operation provided by them.

25. CREDIT RATING

The Company continues to have the domestic credit
rating of BBB -/stable from CRISIL which means
sufficient safety with regard to timely payment of
financial obligations.

26. INSURANCE

Adequate insurance cover has been taken for properties
of the Company including Buildings, Plant and
Machineries and Stocks against fire and other risks
as considered necessary.

27. INTERNAL CONTROL SYSTEMS AND AUDIT

Responsibility for the Internal Control system lies with
the Board of Directors as a whole, which establishes
policies and periodically verifies its adequacy and
effective functioning. The internal control system is
first of all a “management” tool, in that it is useful and
necessary for the Board of Directors, Executive
Directors and managers in general for correctly and
effectively performing the tasks assigned them. The
internal control system permits monitoring of
compliance with the rules and procedures governing
performance of all the Company's business activities.

Your 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. The Systems have been laid to ensure that
all transactions are executed in accordance with
management's general and specific authorization. No
assets of the Company are allowed to be used for
personal purposes, except in accordance with terms
of employment or except as specifically permitted.

Your Company has appointed an Internal Auditor as
Independent Auditor who directly reports to Audit
Committee of the Board. An Internal Auditor constantly
evaluates the risk management and Internal Control
system and also suggests the ways to improve the
same. The Report of the Internal Auditor facilitates to
take corrective action in respective areas and thereby
strengthens the controls.

28. PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of
employees pursuant to Section 134(3) (q) and Section
197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set out as “Annexure-
C” to the Directors' Report.

29. ENVIRONMENT

The Company is conscious of clean environment and
safety operations. It ensures safety of all concerned,
compliance with environmental regulations and
preservation of natural resources.

30. DISCLOSURE OF PARTICULARS WITH REGARD
TO CONSERVATION OF ENERGY, TECHNOLOGY
AND FOREIGN EXCHANGES AND OUTGO

The particulars as prescribed under sub-section (3)
of the Section 134 of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules,
2014, are given at “Annexure A” to the Directors'
Report.

31. NUMBER OF MEETINGS OF BOARD OF
DIRECTORS

The details of the number of meetings of the Board
held during the financial year 2024-25 forms part of
the Corporate Governance Report.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the
Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company has framed a Vigil
Mechanism/Whistle Blower Policy to deal with
unethical behaviour, actual or suspected fraud or
violation of the company's code of conduct or ethics
policy, if any. The Vigil Mechanism/Whistle Blower
Policy has also been uploaded on the website of the
Company www.teraigroup.com

33. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There are no material changes and commitment
affecting financial position of your Company, which
has occurred between the end of the financial year of
your Company i.e. March 31,2025 and the date of
this Report.

34. DISCLOSURES UNDER SEXUAL HARASSM ENT
OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

In order to comply with provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed
thereunder, the Company has formulated and
implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment
of women at the workplace. All women employees
permanent, temporary or contractual are covered
under the above policy. An Internal Complaint
Committee (ICC) has been set up in compliance with
the said Act and no compliant has been received till
date. The said policy is available on your Company's
website www.teraigroup.com and a link to the said
policy has been provided. The Company is committed
to provide a safe and conducive work environment to
its employees.

Details of Sexual Harassment Complaints (FY
2024-2025):

35. STATEMENT ON COMPLIANCE WITH THE
MATERNITY BENEFIT ACT, 1961

The Company confirms that it complies with all
provisions of the Maternity Benefit Act, 1961. All
eligible women employees are provided maternity
benefits as per the law.

36. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS /
COURTS /TRIBUNALS

No significant and material orders has been passed
by the Regulators / Courts /T ribunals during the year
under review.

37. POLICY ON MATERIALITY OF AND DEALING WITH
THE RELATED TRANSACTIONS

The Company's Policy on Materiality of and Dealing
with Related Party Transactions was reviewed in order
to bring it in conformity with the Listing Regulations.
The said policy may be referred to at the Company's
website at www.teraigroup.com.

38. OTHER POLICIES

Pursuant to the requirement of Listing Regulations,
the Board of Directors has adopted a Policy for
Preservation of Documents, Archival Policy and Policy
for determining Materiality of Events/ Information. The
said policy may be referred to at the Company's
website at www.teraigroup.com

39. COMMITTEES OF THE BOARD

The Board of Directors has the following
Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their
composition, number of meetings and attendance at
the meetings are provided in the Corporate
Governance Report.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE

During the year, the company has not come under the
purview to form Corporate Social Responsibility
Committee pursuant to section 134 of the Companies
Act, 2013 and Companies (Corporate Social
Responsibility) Rules 2014, but your Company has
continued to play its role as a responsible corporate,
adding value to society, and addressing the
contemporary social needs and challenges. The
Company continues to support the “Amit Agarwala
Foundation”, a Public Charitable Trust with a vision
of creating permanent institutes for use by the needy
masses in the field of education, medical facilities and
other public utilities and to provide quality services in
all such institutes in affordable cost. The following
projects are running successfully: -

“Amit Agarwala Smriti Bhawan” a multipurpose
facility which provides various facilities for attendants of
patients admitted at North Bengal Medical College &
Hospital.

“Amit Agarwala Bang Bhawan” having constructed
area 17000 sq. ft. approx. The Bhawan has multifarious
facilities for the residents of the underprivileged society
of Siliguri.

“Amit Agarwala Old Age Recreation Centre” which
provided facilities to the weaker and under privileged
citizens of the city of Siliguri and entire North Bengal.
There is a library and a reading room basically to provide
a meeting place for elderly persons, who meet, enjoy
company of each other reading newspaper and books
etc.

“Amit Agarwala Table Tennis Academy” is other
charitable units in the in the said center apart from
vocational training. The Academy provides Table Tennis
coaching under the supervision of one of the renowned
coaches of Siliguri.

“Amit Agarwala School for Blind” to provide the
sphere of education and other activities to blind boys
and girls free of cost at Girish Park, Kolkata.

“Shree Shree Mahamaya Kalibari Naat Mandir,
Desbandhu Para” opposite Amit Agarwala Bang
Bhawan.

“Amit Agarwala Learning Cum Resource Centre”

was established having constructed area of 25000 sq.
ft. within the premises of Surya Sen Mahavidyalaya at
Siliguri and inaugurated on 15th May 2022. The Centre
consists of classrooms, library, common room and other
educational facilities.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate

trading in securities by the Directors and Designated
Employees of the Company. The Code requires pre¬
clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by
the Directors and the Designated Employees while
in possession of unpublished price sensitive
information in relation to the Company and during the
period when the T rading Window is closed. The Board
is responsible for implementation of the Code.

The Board of Directors and the Designated Employees
have confirmed compliance with the Code. The policy
on Prevention of Insider Trading as approved by the
Board is uploaded on the Company's website
www.teraigroup.com

42. RELATED PARTY TRANSACTIONS

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. During the year, the
Company had not entered into any contract /
arrangement / transaction with related parties which
could be considered material in accordance with the
policy of the Company on materiality of related party
transactions.

Your directors draw attention of the members to Note
34 to the Notes on Accounts to the Financial
Statement which sets out related party disclosures.

All Related Party T ransactions are placed before the
Audit Committee for approval. Prior omnibus approval
of the Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted along with a statement giving
details of all related party transactions is placed before
the Audit Committee.

The policy on Related Party T ransactions as approved
by the Board is uploaded on the Company's website
www.teraigroup.com.

43. RISK MANAGEMENT

The Company has laid down the procedures to inform
to the Board about the risk assessment and
minimization procedures, which shall be responsible
for framing, implementing and monitoring the risk
management plan of the company.

44. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of Loans, Guarantees and Investment covered
under the provision of section 186 of the Companies
Act, 2013 is given in the Financial Statement forming
part of the Annual Report.

50. COMPLIANCE WITH THE APPLICABLE
SECRETARIAL STANDARDS

Your Company has complied with the applicable
Secretarial Standards issued by the Institute of the
Company Secretaries of India.

51. FRAUD REPORTING

Pursuant to the provisions of Section 134(3) (ca) of
the Companies (Amendment) Act, 2015, no fraud has
been reported by the Auditors under sub-section (12)
of Section 143 of the Companies Act, 2013 read with
Rule 13 of the Companies (Audit and Auditors) Rules,
2014.

By the order of the Board
For Terai Tea Company Limited

Registered Office :

East India House, Sd/-

20B, British Indian Street, Ajit Kumar Agarwala

2nd Floor, Kolkata 700 069 Managing Director

Date : 13th August, 2025 DIN : 00265775