On behalf of the Board of Directors, it is our pleasure to present the 38^th Annual Report together with the Audited Statement of Accounts of Teesta Agio Industries Limited ("the company") for the year ended on 31st March, 2024.

Financial summary or performance of the company:

Operations:

The turnover and other receipts of your company has been Rs. 16473 lacs against Rs. 28663 lacs in the previous year. The profit after taxation stood at Rs. 361 lacs as against Rs. 734 lacs in the previous year.

Dividend:

The Board has not recommended any dividend for the financial year 2023-24 in view of retaining cash for your Company's growth prospects.

Share Capital:

There has not been any change in the paid up capital of your company timing the year under review. The paid up capital stands at Rs. 557 lacs.

Listing agreement:

The,listing agreement has been entered into by the company with the BSF, limited read with the Securities and Exchange Board of India (Listing Obligations anti Disclosure Requirements) Regulations, 2015. Your Company has paid listing fee for financial year 2023-24.

Fixed deposit:

Your company did not invite or accept any deposits from public and/ or shareholders during the year under review. As of 31st March, 2024, there were no fixed deposits pending with tire company.

Research and development:

Your company recognizes that research & development plays a critical role in supporting current operations as well as future growth. Your company has focused its attention towards improving quality of fertilizers to boost soil nutrients.

Insurance:

The company's plants & machineries, factories/ properties, stocks and movables are adequately insured against various risks.

Directors and key Managerial Personnel:

At present your Board is duly constituted comprising of 10 (Ten) Directors,

The company has received declarations from the independent directors) of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 21)13 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The company has devised a policy for performance evaluation of independent directors and the board, which includes criteria for performance evaluation of the non-executive directors.

Suitable resolutions for appointment/reappointment of directors, as referred above, will be placed for approval of members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with stock exchange, have been detailed in the notice convening the forthcoming Annual General Meeting.

There has been no change in the Company Secretary and CFO during the financial year.

Board Meeting:

During the year 2023-24, the Board of Directors met Eight times viz., on 29.04.2023,

12.06.2023, " 19.07.2023, 31.07.2023, 10.10.2023, 31.10.2023, 31.01.2024 and

30.03.2024.

Corporate Governance

A report on Corporate Governance (in accordance with SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors' certificate on compliance by the company, have been included in the Annual Report as a part of this report.

Directors' Responsibility statement:

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to directors' responsibility statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed along with.'.’ proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the shite of affairs of the company as at March 31, 2024 and of the profit and loss of the company for that period;

(iii) tire directors had taken proper and sufficient care for tire maintenance of adequate accounting records in accordance with the provisions of tire Companies Act, 2013 for safeguarding tire assets of lire company and for preventing and detecting fraud and Other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) tire directors had devised proper systems to ensure compliance with tire provisions of all applicable laws and that such systems were adequate and operating effectively.

(vi) the directors has laid down internal financial control to be followed by tire company and such internal financial controls are adequate and were operating effectively.

Statutory Auditor:

M/s Mantry & Associates, Chartered Accountants (Firm Registration No. 315048E) the statutory auditors of the Company, will hold office till the conclusion ol the Annual General Meeting for the financial year 2026-27 for a second term of five consecutive year's. ^

The report by the Auditors is self explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by tire Board were required.

Auditors Report:

The auditors' report read with relevant notes on accounts are self-explanatory and does not call for further clarification.

Internal Auditors:

The board of directors of your company has re-appointed M/s. L.B. Prasad & Co., Chartered Accountants Siliguri {Firm Registration No. 322661E) as internal auditors pursuant to tire provision of Section 138 of the Companies Act, 2013 for dre financial year 2023-24.

Cost auditors:

Pursuant to section 148 of dre Companies Act, 2013 and subject to notification of rules there under, the board of directors, on the recommendation of dre audit committee has appointed M/s. D. Sabyasachi & Co. (Membership No. 00369), Cost Accountants, Kolkata as the cost auditors of the company for die financial year 2024-25. M/s. D. Sabyasachi & Co. have confirmed dial their appointment is within die limits and they are free from any disqualifications as provided in section 141 of dre act. TV'C* /

Secretarial Audit:

The board has appointed M/s. Rantu Das & Associates (Membership No. 8437) Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2023-24. The report of the secretarial auditors is enclosed as Annexure-1 to this report. As regards observations and remarks made by him in the report we are to state that necessary steps are being taken for complying with the requirements.

Policies

Fite SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated tire formulation of certain policies for all listed companies. A1J applicable policies are available under the head policy on the company's website: www.teestaagro.ln. Tire policies.are reviewed periodically by the board and updated based on need and new compliance requirement.

Corporate Social Responsibility

Tire Board constituted a committee of Corporate Social Responsibility pursuant to the requirement of Section 135 of the Companies Act, 2013 read with Companies {Corporate Social Responsibility Policy) Rules, 2014. A policy on Corporate Social Responsibility was also adopted by the Board of Directors at tire said meeting. This Policy has been placed in the Website of the Company at tire www.teestaagro.in.

As on the date of this report, tire committee comprises three members as under:

During the year under review one meeting was held on 30th March 2024 . All tire members of the Committee were present at that meeting.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, during the financial year 2023-24, the Company was required to spend a sum of Rs.15,43,118/- towards its CSR activities. As per tire recommendation of CSR Committee, the Board of Directors approved tire said sum to be spent on eligible causes in line with the Company's CSR Policy in association. Tire details of amounts spent through each of tire above entity are mentioned below.

Annual Report on CSR activities / initiatives

Pursuant to Section 135 of the Companies Act, 2013 read with Rule 2(1) (c) of Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021

1. A brief outline of the company's CSR Policy including overview of projects or programmes proposed to be undertaken, and a reference to the web-link to tire CSR policy and projects and programmes are given below in Annexure - II.

This Policy has been placed in the Website of tire Company at the vv'w w. teesta agro. in.

3. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Polio ) Rules, 2014, if applicable - Not Applicable.

4. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Nil

5. Average net profit of the company as per section 135(5)- Rs. 771,55,912

6. (a) Two percent of average net profit of the company as per section 135(5) - Rs. 15,43,118

(b) Surplus arising out of CSR projects or programmes or activities of the previous

financial year - 112,000

(c) Amount required to be set off for the financial year, if any - 112,000

(d) Total CSR obligation for the financial year (6(a) (b) (c) - Rs. 14,31,118 , •

Contracts And Arrangements with Related parties:

Your company has formulated policy on related party transaction (RIP) which is available on company's website www.teestaagro.in. There was no transaction entered with related parties for the year under review. Thus disclosure required under section 134(3)(h) of the act .in form AOC-2 is enclosed as Annexure-llI Further, there are no material transactions with related party (with the promoters, directors or key managerial personnel) during the year under review, which is to be reported.

Changes in nature of business, if any

There has been no change in tire nature of business of tire company. Your company continues to be one of the leading manufacturers of fertilizer in the country.

Material changes and commitments affecting the financial position of the company »

There have been no material changes and commitments affecting the financial position of the company between the end of the financial year to which the financial statements relate and the date of the report.

Particulars of loans, guarantees or investments under section 186:

The company lias not given loans, guarantees or made investments during tire year under review.

Significant and material orders passed by the regulators

During the year under review", no significant and material orders were passed by the regulators or courts or tribunals impacting tire going concern status and the company's operations.

Obligation under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

Internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

No of complaints received: Nil No of complaints disposed off: Nil

Board Evaluation:

The company has devised a policy for performance evaluation of independent directors and the board, which includes criteria for performance evaluation of the non-executive and executive directors.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the board's own performance, its committees and individual directors.

A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the board functioning including adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations anti governance

A separate exercise was carried out for tire evaluation of individual directors (both executive and non-executive/independent directors), board committees and the chairman. The directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation and attendance at board/committee meetings, interpersonal skills. The performance evaluation of the chairman of the company was undertaken by the independent directors taking into account the views of executive directors and non-executive directors. The independent directors assessed the quality, quantity anti timeliness of flow of information between the company's management and the board, lhe directors expressed overall satisfaction on the evaluation process. Basetl on the feedback of the board evaluation process, appropriate measures were taken to further improve the process and other aspects.

Particulars of employee:

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rs. 102,00,000 or more per annum for the Financial Year 2023-24, or Rs. 850,000 or more per month for any part of the financial year, as set out in the Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014. Therefore no such details have been provided as required under section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of remuneration oi each Director to the median employee's remuneration and other details in accordance with sub-section 12 of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as Ý"Annexure-IV''

Extracts of the annual return in form-MGT-9:

Pursuant to section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management And Administration) Rules, 2014 (as amended) extract of annual return in form MGT- 9 is marked as "Annexure-"V" and being hosted on the website of the company www.teestaagro.in.

Vigil mechanism:

Pursuant to the requirement of the section 177(9) of the Companies' Act, 2013, the company has established vigil mechanism which also incorporates a whistle blower policy in terms of the listing agreement Protected disclosures can be made by a whistle blower through an e-mail or phono or letter to the chairman of audit committee.

Internal financial controls:

The company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Human resources and industrial relations:

The industrial relations of the company with the personnel have continued to be cordial and amicable. Your directors acknowledge and appreciate the efforts and dedication of employees to the company. Your directors wish to place on record the co-operation received from the staffs and workers at all levels and at all units.

Particular of conservation of energy, technology absorption, foreign exchange earnings and outgo:

Your company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The company has used fuels in appropriate mix to attain maximum savings.

As required under Companies (Accounts) Rules 2014, the particulars of energy conservation, technology, absorption and foreign exchange earnings and outgo is given in the prescribed format as an annexure to the report and marked as " Annex ure-VI".

Compliance with the provisions of Secretarial Standards issued by ICSI

The Board of Directors hereby declare the compliance of the provisions of Secretarial Standards-! ("Hoard Meetings") and Secretarial Standards - 2 ("General Meetings") issued by ICSI and notified by the MCA U/s 118(10) of the Companies Act, 2013, for all tire Board and General Meetings of the Company held during the Financial Year 2023-24.

Details of application made or any preceding pending under IRC, 2016 during the FY along with the current status

No applications are filed or pending under 1BC, 2016 against the Company. Hence the said provision is not applicable to the Company.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Ranks or Financial Institutions along with the reasons thereof: Not applicable

Acknowledgments:

^ our directors take this opportunity to place on record their¹ appreciation and sincere gratitude to the Government of India, Government of West Bengal, and the bankers to the company for their valuable support and look forward to their continued co-operation in the years to come.

Your directors acknowledge tire support and co-operation received from the shareholders and employees of your company.