Your directors are pleased to present their 42nd (Forty Second) Annual Report and the Company's audited financial
statement for the financial year ended 31st March, 2025.

Financial Results

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

Results of Operations and the State of the Company's Affairs

The year under review was a challenging year for tea industry. The annual production of teas in North India for the f.y.
2024-2025 was 1020.06 million Kgs compared to 1068.14 million Kgs in f.y. 2023-2024. The average realisation of teas
for North India went down from Rs. 222.55 in f.y. 2024-2025 to Rs.183.89 in f.y. 2023-2024. The average realization of
our teas till 31st March, 2025 was Rs.290.95 as compared to Rs.233.79 for the previous year.

The results for the year ended 31st March, 2025 are lower mainly on account of decline in production of own teas.

The production of tea in the current season are higher than last year. The North India Production figure for April, 2025
was 72.99 million Kgs compared to 63.76 million Kgs in the corresponding period of 2024. Our Own Tea Productions
are also higher.

Overall market sentiment at present is fairly depressed with over supply and weak domestic & international de¬
mands. The year ahead looks difficult for the tea industry. The company with its focus on production of quality tea
will also be affected by the market sentiments but to a lesser degree.

In the financial year 2024-2025, 32.49 hectares, 14.79 hectares and 12.22 hectares of the plantation area were replant¬
ed, rehabilitated and uprooted respectively. Investment in factory machinery has also been made to upgrade the
machineries and also to enhance quality of teas.

The Company is registered as a medium enterprise under Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006 bearing Udyam Registration Number UDYAM-WB-10-0003498. This has resulted in lower interest
rate charged by the Bank and the Company will also avail other benefits as and when announced for MSME.

Certifications

Mackeypore Tea Estate & Lakmijan Tea Estate has been issued verification certificate bearing no.TS-VC/
CB/00001286/2023 under trustea code for sustainable tea in India by Control Union. Bamonpookrie Tea Estate has
also been issued verification certificate bearing no. TS-VC/CB/00000471/2021 under trustea code for sustainable tea
in India by Control Union. The trustea code covers social, agronomic, food safety, occupational health & safety and
environmental criteria.

Dividend

The Directors of your Company has not recommended any dividend for the year under review.

Transfer to Reserves

During the year under review, Rs.40,00,000/- (Rupees Forty lakhs only) was transferred from Preference Share Re¬
demption Reserve to General Reserve.

Share Capital

As on 31st March, 2025, the issued, subscribed and paid-up share capital of your Company stood at Rs. 5,12,28,270.
During the year under review, the Company has not issued any shares or any other securities.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is avail¬
able on the Company's website on https://www.kancotea.in/pdf/2025-2026/annual%20year%20ended%2031st-
20March%202025.pdf

Directors

As of the date of this report, the Board of Directors of the Company comprises of 6 (Six) members with 2 (two) Execu¬
tive Directors, 1(one) Non-Executive Director and 3 (Three) Non-Executive Independent Directors.

During the year under review, Mr. Dipankar Samanta (DIN: 10176966) was appointed as Non-Executive Non-Inde¬
pendent Director, liable to retire by rotation. Mr. Rohinton Kurus Babaycon (DIN: 00178546) was also appointed as
Non-Executive Independent Director of the Company for a period of 5 consecutive years with effect from 30th May,
2024 to 29th May, 2029 not liable to retire by rotation. Mrs. Anuradha Kanoria (DIN: 00081172) was also reappointed
as Whole time Director for a period of 3 years effective from 1st December, 2024, not liable to retire by rotation. Mr.
Navin Nayar (DIN: 00136057), Independent Director completed two terms of five year each on 13th August, 2024,
hence retired.

In accordance with the provisions of Section 152 of the Act read with rules made there under and the Articles of
Association of the Company, Mr. Umang Kanoria (DIN: 00081108) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible has offered himself for reappointment. The Board of Directors on the recommen¬
dation of the Nomination and Remuneration Committee in their meeting held on 30th May, 2025 had re-appointed
Mr. Umang Kanoria (DIN:00081108) as Managing Director for a period of 3 years effective from 1st August, 2025, lia¬
ble to retire by rotation. Accordingly, the Board recommends the resolution for re-appointment Mr. Umang Kanoria
as Managing Director, liable to retire by rotation for approval by the members of the Company.

The Independent Directors of the Company have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 read with rules related thereto and Regulations 16(1)(b)
and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Directors of the Com¬
pany have confirmed that they have complied with the Company's Code of Conduct. In the opinion of the Board, the
Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013

and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Separate meeting of the Independent Directors was held once during the year under report.

Board Evaluation

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and
other Directors which includes criteria for performance evaluation of the non-executive Directors and Executive Di¬
rectors under section 178(1) of the Companies Act, 2013 and SEBI Listing Regulations. On the basis of the Policy, a
structured questionnaire was prepared after taking into consideration the various aspects of the Boards' functioning,
composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and
governance.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individ¬
ual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the committees
was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings wherein adequate opportunity is given to the
members to share their views, effective contribution in Board's decision by recommendations made by Committee
etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on
the basis of criteria such as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, Communication and contribution in the discussions in a positive and
constructive manner impacting company performance etc. At the board meeting the performance of the Board, its
committees, and individual directors was also discussed. Performance evaluation of independent directors was done
by the entire Board, excluding the independent director being evaluated. The Board of Directors expressed their
satisfaction with the evaluation process.

Policy on Directors' Appointment, Remuneration etc.

The Nomination and Remuneration Committee selects the candidates to be appointed as the Director on the basis
of the requirement and enhancing the competencies of the Board. The policy ascertains balance of executive and
non-executive Independent Directors to maintain the independence of the Board. The composition of Board of Di¬
rectors during the year ended 31st March, 2025 is in conformity with Regulation 17 of the SEBI Listing Regulations,
read with Section 149 of the Companies Act, 2013. The Company has policy, namely Nomination and Remuneration
Policy, to govern directors' appointment, including criteria for determining qualifications, positive attributes, inde¬
pendence of a director and other matters, as required under sub- section (3) of Section 178 of the Companies Act,
2013 and the remuneration to the Directors. The policy can be viewed at http://kancotea.in/pdf/2017-2018/NOMINA-
TION%20AND%20REMUNERATION%20POLICY.pdf.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMP) of the Company in compliance with the provisions of
Section 203 of the Companies Act, 2013:

a) Mr. U. Kanoria (DIN:00081108), Managing Director

b) Mrs. A. Kanoria (DIN:00081172), Whole-time Director

c) Ms. Charulata Kabra, Company Secretary

d) Mr. S. K. Parhi, Chief Financial Officer
Number of Meetings of the Board

During the FY 2024-25, 4(four) Meetings of the Board of Directors of the Company were convened and held. The par¬
ticulars of Meetings held and attended by each Director are detailed in the Corporate Governance Report that form

Audit Committee

In accordance with the provisions of Section 177(8), the Company has duly constituted an Audit Committee which
performs the roles and functions as mandated under the Act, SEBI Listing Regulations and such other matters as
prescribed by the Board from time to time. Details of the composition, attendance at its meetings and other details
have been furnished as a part of the Corporate Governance Report. There have not been any instances during the
year under review, when the recommendations of the Committee were not accepted by the Board.

Other Committees

The Company has various other committees, viz, Nomination and Remuneration Committee, Finance and Investment
Committee, CSR Committee, Share Transfer Committee and Stakeholder Relationship Committee in compliance with
the provisions of the Companies Act, 2013 read with rules related thereto and Securities and SEBI Listing Regulations.
The detail of such committees are given in the segment of Corporate Governance Report.

Directors' Responsibility Statement

The Directors hereby confirms that

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they had selected such accounting policies and applied them consistently and made judgements 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, 2025 and of the loss of the Company for the year ended on that date;

c) 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;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial control to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and

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

Statutory Auditors

The Members of the Company at the Annual General Meeting held on 13th August, 2024 approved the appointment
of M/s NKSJ & Associates, Chartered Accountants (Registration No. 329563E) as the Statutory Auditors of the Compa¬
ny for a period of five years commencing from the conclusion of the 41st AGM till the conclusion of the 46th AGM.
The Company has received the consent and eligibility certificate from M/s NKSJ & Associates stating that they are not
disqualified within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold
a valid peer review certificate as prescribed under regulation 33(1) (d) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details relating to fees paid to the Statutory Auditors are given in the Note No.33.1 of the Financial Statements.
Statutory Auditor's Report

The Reports given by M/s NKSJ & Associates, Chartered Accountants on the Financial Statements of the Company
for Financial Year 2024-25 does not contain any qualification, reservation or adverse remarks and forms part of the

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remu¬
neration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Asit Kumar Labh, Practicing
Company Secretary (C.P No.14664) to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

Secretarial Audit Report

The Report of Secretarial Audit in form MR-3 in accordance to Section 204 of Companies Act, 2013 and Regulation
24A of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 for the financial year ended 31st
March, 2025 is annexed herewith and marked as Annexure A to this Report.

There are no audit qualifications, reservations or any adverse remark in the said Secretarial Audit Report.

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Re¬
quirements) Regulations, 2015, the report of the Secretarial Auditor of Winnow Investments and Securities Private
Limited, material subsidiary of the Company is annexed herewith marked as Annexure B to this report.

Cost Audit

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014 the Company was required to appoint Cost Auditors to audit the cost records. The Board of Directors,
on the recommendation of Audit Committee, have re-appointed M/s A. C. Dutta & Co, Cost Accountants (Registra¬
tion No.000125) as the Cost Auditor for the financial year 2025-26. As required under the Act, a resolution seeking
member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual
General Meeting for their ratification.

The Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act,
2013, are prepared, maintained and the same are audited by the Cost Auditor.The Cost Audit Report for the year
2023-24 was filed with the Ministry of Corporate Affairs.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General
Meetings), SS-3 (Dividend) and SS-4 (Report of the Board of Directors) respectively, have been duly followed by the
Company.

Particulars of Loans, Guarantees or Investments by Company

The particulars of investments made and loan given by the Company under Section 186 of the Companies Act, 2013
are provided in note nos. 7 and 9 to the financial statements.

Related Party Transactions

All Related Party Transactions that were entered into during the Financial Year under review were on an arm's length
basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and
the Listing Regulations. There were no materially significant Related Party Transactions made by the Company dur¬
ing the year that required shareholders' approval under Regulation 23 of the Listing Regulations. All Related Party
Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Com¬
mittee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot
be foreseen in advance. None of the transactions entered into with Related Parties fall under the scope of Section
188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - C in Form AOC - 2 and forms part of
this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved
by the Board is available at the web link: https://www.kancotea.in/pdf/2021-2022/POLICY%20ON%20DEALING%20

WITH%20RELATED%20PARTY%20TRANSACTIONS%20AND%20MATERIALITY%20OF%20RELATED%20PARTY%20

TRANSACTIONS.pdf

Material Changes and commitments occurred between the end of the Financial Year under Review and the
date of this report.

No material changes and commitments have occurred between the end of the financial year under review and the
date of this report.

One-time settlement with Banks or lending institutions, if any

During the year under review, the Company has not entered into any one-time settlement with Banks or lending
institutions.

Cases registered with NCLT under the provisions of insolvency and Bankruptcy Code, 2016, either by the Company
or against the Company

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

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

A statement pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Ac¬
counts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is an¬
nexed herewith marked as Annexure D to this report.

Risk Management

As per requirement of Section 134(3) (n) of the Companies Act, 2013 the Board of Directors in its meeting held on 9th
May, 2014 had approved the Risk Management Policy. The Board had in its policy had envisaged various elements
of risks which may threaten the existence of the Company. Risk evaluation and management is an ongoing process
within the Company. The Risk Management Policy is reviewed by the Board every year. The Risk Management Policy
of the Company is available on the website of the Company at https://kancotea.in/pdf/2023-2024/Risk%20Manage-
ment%20%20Policy.pdf

Corporate Social Responsibility

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of
the Company at https://www.kancotea.in/pdf/2021-2022/CSR%20POLICY.pdf. The Annual Report on CSR activities
in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as
Annexure - E, which forms part of this Report

Subsidiaries, Joint Ventures and Associate Companies

As on 31st March, 2025, we have one wholly owned material subsidiary namely Winnow Investments and Securities
Private Limited. During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with
Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statement of the company
and its subsidiary, which forms part of the Annual Report. The revenue and total comprehensive income of the sub¬
sidiary for the financial year ended 31st March, 2025 was Rs.57.32 Lakhs (PY Rs. 71.30 Lakhs) and Rs. 57.32 Lakhs (PY.
Rs. 71.30 Lakhs) respectively. The total asset of the subsidiary as on 31st March, 2025 was Rs.2467.76 Lakhs (P.Y Rs.
2435.91 Lakhs). Further, a statement containing the salient features of the financial statement of our subsidiary, in
Form AOC-1, is annexed as Annexure - F, which forms part of this Report

Deposits

During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Pursuant to Rule 2(c) (viii) of

the Companies (Acceptance of Deposits) Rules, 2014, the Company has received money from its directors, the details
of which are provided in the Financial Statement.

Material Orders Passed by the Regulators /Courts/ Tribunal

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going con¬
cern status and company's operations in future.

Changes in the nature of business

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

Internal Controls

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient
conduct of its business The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the
Internal Control System. The Company's internal Control System is commensurate with its size, scale and complex¬
ities of its operations and ensures safeguarding of its assets, compliance with the applicable laws, prevention and
detection of fraud, accuracy and completeness of the accounting records, and timely preparation of reliable financial
disclosures.

Vigil Mechanism/ Whistle Blower policy

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns and grievances. Protected
disclosures can be made by a whistle blower through an email or dedicated telephone line or a letter to the Chair¬
man of the Audit Committee. No complaint was received during the year nor was pending at the end of the year.
The policy can be viewed at http://kancotea.in/pdf/Code%20of%20Conduct/VIGIL%20MECHANISM WHISTLE%20
BLOWER%20POLICY.PDF.

Stock Exchange

At present, the Company's equity shares are listed at BSE Limited (Scrip Code- 541005) and the Calcutta Stock Ex¬
change Limited (Scrip Code-14107) and Listing Fees for the financial year 2025-2026 has been paid.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read
with Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regu¬
lations, 2015 is annexed herewith marked as Annexure G to this report.

Corporate Governance

The Report on Corporate Governance provisions in accordance with the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure H to
this report.

Transfer to Investor Education and Protection Fund

During the year under review, the declared dividend (2016-2017) which remained unpaid or unclaimed for a period
of seven years has been duly transferred by the Company to the Investor Education and Protection Fund (IEPF). Fur¬
ther, all shares in respect of which dividend remained unpaid or unclaimed for seven consecutive years, the corre¬
sponding shares were also transferred to the Demat Account of IEPF Authority.

Dividend which has remained unpaid or unclaimed out of the dividend declared by the Company for the year ended
31st March, 2017 will be transferred to the Investor Education and Protection Fund ("IEPF"), pursuant to Sections
124 and 125 of the Companies Act, 2013. Pursuant to Section 124(6) of the Companies Act, 2013 read with Rule 6
of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the
"IEPF Rules") as amended, the equity shares corresponding to the dividend for the financial year ended 31st March,
2018 onwards has remained unpaid or unclaimed for seven consecutive years will also be transferred to the demat
account of the IEPF Authority. Thereafter no claim shall lie on the Company for the said unpaid or unclaimed dividend
and equity shares. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules
in this regard.

In compliance with the said IEPF Rules, the Company had sent notices to all members who have not claimed dividend
for seven consecutive years, published the requisite advertisements in the newspapers and had also informed Stock
Exchanges where shares of the Company are listed.

List of shareholders whose dividend remains unclaimed as on the date of closure of financial year i.e. 31st March,
2025 is available on the Company's website "www.kancotea.in". Further the list of shareholders whose shares are
liable to be transferred to IEPF in FY 2025-2026 is available on the Company's website "www.kancotea.in".

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

The Company has a policy for prevention of sexual harassment of women at workplace and also complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention,
Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under:

No. of Complaints pending as on 1st April, 2024: Nil

No. of Complaints received: Nil

No. of Complaints Disposed off: Nil

No. of cases pending as on 31st March, 2025: Nil

Details pertaining to remuneration 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, as
amended.

1. Mr. Navin Nayar ceased to be Director w.e.f. 13.08.2024.

2. Mr. Rohinton Kurus Babaycon was appointed as an Independent Director w.e.f. 30.05.2024

#Non-Executive /Independent Directors have been paid only sitting fees for meetings attended by them and hence
the remuneration paid to them is not comparable to the median remuneration.

Note- Liability for gratuity and leave encashment as required by Indian Accounting Standard 19 (Ind AS-19) is provid¬
ed on actuarial valuation report for the Company as a whole. The amount pertaining to individual employee is not
ascertainable and therefore not included in the above calculation.

Particulars of Employees

The Company has no employee who were in receipt of remuneration of more than Rs.1.02 Crores per annum during
the year ended 31st March, 2025 or of more than Rs. 8.50 Lakhs per month during any part thereof. The disclosures
pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed
herewith marked as Annexure I to this report.

Acknowledgement

Your directors place on records their appreciation for the cooperation and support extended by the Employees,
Banks/ Financial Institutions and all other business partners.

For and on behalf of the Board of Directors

U. Kanoria

Place: Kolkata Chairman & Managing Director

Dated: 30th May, 2025 DIN: 00081108