A. Terms / Rights attached to Equity Shares:-

The company has one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

C. Out of the above Shares

1. With regards to 8,61,918 equity shares (As at 31st March, 2023 : 8,61,918 shares) held by Late Hemendra Prasad Barooah, proceedings are pending before the Courts.

2. Out of 3,16,200 equity shares (As at 31st March, 2023 : 3,16,200 shares) shown in the name of Mrs. Sharmila Shetty, proceedings are pending before Courts in respect of 2,21,230 equity shares (As at 31st March, 2023 : 2,21,230 shares).

3. With regards to 2,42,430 equity shares (As at 31st March, 2023 : 2,42,430 shares) held by Mr. Somnath Chatterjee, proceedings are pending before the Courts.

D. There has been no changes in Authorised and Issued & Subscribed Capital during the years covered by these financial statement.

Note:

Income Tax effect on Gain / (Loss) on FVTOCI Equity Instruments is not taken into account since the same will lead to a deferred tax liability / asset which will be reversed only when such Equity Instruments are sold. The Company does not intend to sell these Equity Instruments in the foreseeable future.

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase, attrition and mortality. The sensitivity analysis above have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There is no change in the method of valuation for the prior period. For change in assumptions refer to Table 7 above.

The weighted average duration of the defined benefit gratuity plan as on 31st March, 2024 is 6 years (as on 31st March, 2023 was 7 years).

Funding Arrangements and Funding Policy - The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company. The Company's best estimate of Contribution required to be made during the next year is Rs. 1,600.48 lakhs.

(j) Transactions during the year with persons holding 10% or more Shareholding in the Company:

Rs. Nil (Previous year: Rs. Nil)

(k) Terms and Conditions of transaction with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions except transactions detailed in items (f)(2); (g)(1); (i)(1)(a); (i)(1)(b); (i)(2)(a); (i)(3)(a); (i)(3)(b) where market rates of services rendered / received are not readily available and necessary approvals were sought u/s 188 of the Companies Act, 2013. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party trade receivables or trade payables except for corporate guarantee given in favour of Punjab National Bank in respect of credit facility availed by subsidiary company. For the year ended 31st March, 2024 the company has not recorded any impairment of receivables relating to amounts owed by related parties (previous year - Rs. Nil). This assessment is undertaken in each financial year after examining the financial position of the related party and the market in which the related party operates.

Fair Value Hierarchy for Financial Instruments

The fair value of financial instruments as mentioned above has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The categories used are as follows :-

• Level 1 : Quoted prices for identical instruments in an active market;

• Level 2 : Directly or indirectly observable market inputs, other than Level 1 inputs; and

• Level 3 : Inputs which are not based on observable market data.

The fair values of financial assets (other than those measured at fair value through Other Comprehensive Income) and financial liabilities are considered to be equal to the carrying amounts of these items due to their being short-term in nature and therefore devoid of any material financing component.

There has been no change in the valuation methodology for Level 3 inputs during the year. There were no transfers between Level 1 and Level 2 during the year. The following table presents the fair value hierarchy of financial assets and liabilities measured at fair value on a recurring basis:-

For investments in unquoted equity instruments book value per share, as calculated from the latest available financial statements of such unlisted companies, is considered as fair value of such investments. Discounted Cash Flow technique has not been used since a reliable forecast of cash flow of such companies could not be arrived at.

Fair Value Hierarchy for Biological Assets (Other than Bearer Plants)

The following table presents the fair value hierarchy of Biological Assets (other than Bearer Plants) for which fair value less cost to sell have been disclosed in the financial statements:-

42.7. Risk Management

The Company's principal financial liabilities comprise of borrowings, trade payables and other financial liabilities. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, trade receivables and cash & bank balances. The Company also holds FVTOCI Investments.

The Company's activities expose it to a variety of risks, including market risk, credit risk and liquidity risk. The Company focuses on a system-based approach to mitigate all such risks. Its financial risk management process seeks to enable the timely identification, evaluation and effective management of key risk areas facing the business.

a. Market Risk

i. Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency exchange rates.

The Company has operated only in the domestic market and did not undertake any material transaction in foreign currency during the periods covered by this financial statement. As such, the Company did not have any material foreign currency risk for the reported periods.

ii. Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows from a financial instrument will fluctuate because of changes in market interest rates.

The Company's main interest rate risk arises from short-term and long-term borrowings with variable interest rate. The exposure of the Company's financial assets and liabilities as at 31st March 2024 and 31st March 2023 to interest rate risk are as follows: -

Increase / decrease of 50 basis points in interest rates (keeping all other variables constant) as at the balance sheet date would result in an impact (decrease / increase in case of net income) of Rs.12.79 lakhs and Rs.10.14 lakhs on profit before tax for the year ended 31st March, 2024 and 31st March, 2023 respectively.

b. Credit Risk

Credit risk is the risk of financial loss arising from default / failure by the counterparty to meet financial obligations as per the terms of contract. The Company is exposed to credit risk for trade receivables and loans. None of the financial instruments of the Company result in material concentration of credit risks.

Credit risk on receivables is minimum since sales through different modes (e.g. auction sales, private sales) are made after judging the credit worthiness of the customers or receiving advance payment. The history of defaults has been minimal and outstanding trade receivables are monitored on a regular basis. For credit risk on the loans to various parties, including its subsidiary, the Company does not expect any material risk on account of non-performance by any of the parties.

c. Liquidity Risk

Liquidity risk refers to the risk that the Company may fail to honour its financial obligations in accordance with terms of contract. To mitigate such liquidity risk the Company maintains sufficient balance of cash and cash equivalents together with availability of funds through an adequate amount of committed credit facilities to meet its obligations when due. The table below provides the details regarding the remaining contractual maturities of significant financial liabilities as on the reporting date:-

d. Agricultural Risk

The Company is mainly engaged in the business of cultivation and manufacturing of tea. Cultivation of tea being an agricultural activity, there are certain specific financial risks. These financial risks arise mainly due to adverse weather conditions and logistic problems inherent to remote areas. The Company manages the above financial risks in the following manner:-

• Sufficient inventory levels of agro chemicals, fertilizers and other inputs are maintained so that timely corrective action can be taken in case of adverse weather conditions.

• Slightly higher level of consumable stores viz. packing materials and HSD are maintained in order to mitigate financial risk arising from logistic problems.

• Sufficient working capital facility is obtained from banks in such a way that cultivation, manufacture and sale of made tea is not adversely affected even in times of adverse conditions.

42.8 Capital Management

For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company is to maximise shareholders' value.

The Company manages its capital structure and makes adjustments in the light of the changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

In order to achieve the overall objective as elicited above, the Company's capital management among other things, aims to ensure that it meets the financial covenants attached to interest bearing loans and borrowings that define the capital structure requirements. There have been no breaches in the financial covenants of any interest bearing loans and borrowings in the reported periods.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2024 and 31st March, 2023.

42.10. Operating Segments

The Company has only one business segment; that of manufacturing and selling of black tea. Segment information has been provided in the consolidated financial statements which are presented in the same financial report in accordance with Ind AS 108, Operating Segments.

42.11. Details of Replanting & Replacement

During the year ended 31st March, 2024 Rs.134.12 lakhs has been incurred on account of Replanting & Replacement of tea bushes (during the year ended 31st March, 2023 Rs.163.45 lakhs) out of which Rs. 3.70 lakhs has been charged off to the Statement of Profit and Loss as expense (during the year ended 31st March, 2023 Rs. 6.67 lakhs).

42.12. Loans, Advances, Trade & Other Receivables

No loans, advances, trade or other receivables were due from directors or other officers of the company either severally or jointly with any other person, except as has been disclosed. Nor were any loans, advances, trade or other receivables due from firms or private companies respectively in which any director is a partner, a director or a member, except as has been disclosed.

42.15 Disclosure on Micro, Small and Medium Enterprises as required by Schedule III Division II

During the financial years covered by these financial statements, the Company has received declaration from two vendors with whom business was conducted during the current year that they fall within the definition of MSME. There were no amounts outstanding on 31st March 2024 in the name of these vendors either as principal or as interest.

42.17. Exceptional Items

Exceptional items represent land compensation received (net) from Indradhanush Gas Grid Limited, a public sector undertaking, for compulsory acquisition under the Petroleum and Mineral Pipeline (Acquisition of Right of User in Land) Act, 1962 of the Right of User and Right of Way, of estates land in connection with laying of gas pipe line amounting to Rs. 365.79 lakhs for FY 2022-23.

42.18. Gratuity Plan

The Company contributes to a group gratuity scheme of Life Insurance Corporation of India to fund its gratuity obligations towards its employees.

42.19. Events occurring after the Balance Sheet date

Refer Note 41 for the final dividend recommended by the Board of Directors of the Company which is subject to approval of the shareholders in the ensuing Annual General Meeting.

42.20. Acquisition of Moheema Tea Estate

a) On the 25th of January, 2024, the Company acquired Moheema Tea Estate, (Tea Board Registration No. 2355), situated at Mouza-Kakodonga, PO.-Moheema, PS.- Chumoni Out Post, Under Kakodonga Gram Panchayat, Dist.- Golaghat, Assam, PIN- 785626, from Dhaneswari Wood Products Ltd., Registered Office at 23 Pankaj Mullick Sarani, Kolkata 700019, West Bengal as a running business for an aggregate purchase consideration of Rs. 2,316.37 lakhs. The acquisition involved the taking over of all the rights and titles to the grant land, tea bushes, factory and other buildings, vehicles, plant and machinery equipment, furniture, security deposits and stock of stores and consumables. It also involved assuming of the liabilities of the said tea estate, except those that, by mutual consent, were defrayed or agreed to be defrayed by the erstwhile owners. As a result of the acquisition, Moheema Tea Estate became entirely and exclusively a property of the Company.

b) The date of acquisition was 25th of January, 2024.

c) Moheema Tea Estate is situated in proximity to the Company's Gatoonga and Sangsua Tea Estates and enjoys the same natural factors that contribute to the cultivation of quality leaf. The erstwhile owners, being desirous of disposing of the estate and the Company's management realizing that Moheema, with its quality leaf and running factory, would contribute significantly to enlarging the Company's volume of business and provide synergies in operations and management, an agreement of sale was entered into between the parties on the 26th of December, 2023, and the transaction was completed on the 25th of January, 2024 following in an arm's-length transaction. The purchase consideration was paid through bank, with the final payment being made on 25th of January, 2024.

d) The Company has had a valuation carried out by a professional valuer to determine the 'fair value' of Moheema Tea Estate's grant land, tea bushes, factory and other buildings, plant and machinery and vehicles as on the date of acquisition, i.e. 25th of January, 2024. In accordance with the provisions of Indian Accounting Standard 103, Business Combinations, individual assets

have been capitalized at their respective fair values on the date of acquisitions, as determined by the valuer. The asset category-wise aggregate fair values are as follows:

Furniture and fixtures, stock of stores and security deposits were acquired at agreed values of Rs 6.00 lakhs, Rs 10.00 lakhs and Rs16.00 lakhs respectively, which have been considered as their fair values on the date of acquisition. The fair values of individual liabilities were taken at the amounts at which they were assumed by the Company according to the agreement of sale. No liability of contingent nature has been assumed by the Company.

e) The aggregate fair values of the assets taken over, net of liabilities assumed, amounted to Rs. 2,352.64 lakhs, which exceeded the purchase consideration by a sum of Rs. 36.27 lakhs. This excess has been recognized in the financial statements as Capital Reserve as on the date of acquisition.

f) Legal and professional charges amounting to Rs.12.50 lakhs incurred in connection with the acquisition have been recognized as an expense and included in “Professional Charges” appearing in Note 37.

g) Out of 576.74 hectares of grant land occupied by Moheema Tea Estate, a parcel of 87 hectares is awaiting mutation in the name of the estate.

h) For reasons of confidentiality, the revenue of Moheema Tea Estate, the expenses incurred by it in earning the revenue and the resultant profit or loss from the commencement of the reporting period up to the date of acquisition have not been disclosed by the acquiree. Consequently, it is not possible to determine the revenue and profits of the Company as a group.