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ROSSELL INDIA LTD.

29 September 2026 | 03:50

Industry >> Tea & Coffee

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ISIN No INE847C01020 BSE Code / NSE Code 533168 / ROSSELLIND Book Value (Rs.) 54.00 Face Value 2.00
Bookclosure 18/08/2026 52Week High 73 EPS 4.21 P/E 12.13
Market Cap. 192.37 Cr. 52Week Low 40 P/BV / Div Yield (%) 0.95 / 0.78 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to presEnt their Thirty SECond Annual REport togEthEr with thE Audited Accounts for thE yEar EndEd 31st March, 2026.

Financial Summary Highlights

'in Lakhs

Particulars

Year ended 31st March 2026

Year ended 31st March 2025

Total Income

23,099.49

18,551.65

Profit before finance cost and Depreciation

2,971.29

2,970.68

Less : Finance Cost

679.06

381.64

Profit before Depreciation

2,292.23

2,589.04

Less : Depreciation

518.08

467.03

Profit before Exceptional Item

1,774.15

2,122.01

Less: Exceptional Item

24.09

13.60

Profit before Taxation

1,750.06

2,108.41

Less : Provision for Current Taxation

115.00

150.00

Deferred Taxation Adjustment

49.43

(10.43)

Profit After Taxation

1,585.63

1,968.84

Share Capital

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2026 was at ' 753.93 lakhs divided into 3,76,96,475 Equity Shares of ' 2 each. During the year under review, the Company has not issued any shares with differential voting rights, employee stock options and sweat Equity Shares.

Appropriation of Profit After Tax For Transfer To Reserves

During the Financial Year 2025-2026, an amount of ' 900 lakhs was separately transferred to General Reserve in terms of the first proviso to section 123(1) of the Companies Act, 2013 and a sum of ' 239.10 lakhs was retained as earnings (net of OCI).

Dividend

Your Directors are pleased to recommend to the Members, for their approval, a dividend of Re. 0.40 per equity share of ' 2 each (i.e., 20% of the paid-up equity share capital) for the financial year ended 31st March, 2026 (Previous Year: 20%).

The recommended dividend is in accordance with the Company's Dividend Distribution Policy, which was approved by the Board of Directors on 9th February, 2022. The Dividend Distribution Policy of the Company is available on the Company's website and may be accessed at https://rossellindia.com/investor-information/.

The State Of Company's Affairs

Revenue

The gross revenue from operations of your Company from the sale of tea and black pepper was ' 22,069.27 lakhs during the financial year ended 31st March, 2026, representing an increase of 24.44% over ' 17,734.95 lakhs recorded in the previous financial year 2024-2025.

Performance

The Directors have noted the performance of Rossell Tea for the financial year 2025-2026, which has been satisfactory. The acquisition of Dhoedaam strengthened the Company's production base, resulting in a total own crop production of 66.86 lakh kgs across the Company's seven Tea Estates. Across our six existing Estates, own crop production was maintained at 50.34 lakh kgs as compared to 50.64 lakh kgs in the previous year. Bought leaf sourcing was marginally lower at 4.37 lakh kgs as against 4.91 lakh kgs in the previous year.

The year was marked by challenging weather conditions, including low rainfall and increased pest activity, particularly at our Nagrijuli and Kharikatia Estates. Despite these adverse conditions, the Company was able to sustain production levels across its six existing Estates while continuing its focus on quality and operational efficiency.

High-quality Orthodox and CTC compliant teas were out turned during the year, and Rossell Tea continues to be regarded as a benchmark for quality in both categories amongst customers in domestic and international markets.

The Orthodox market witnessed healthy demand throughout the year. However, prices were lower between June and October 2025 owing to substantially higher Orthodox production.

The CTC market remained subdued from April to November 2025 on the back of higher arrivals, with prices declining significantly during August and September 2025.

Prices in both the CTC and Orthodox categories were lower than those achieved in the previous year. The Company produced 30.71 lakh kgs of Orthodox tea as compared to 27.51 lakh kgs in the previous year. All bought leaf was converted into Orthodox tea to achieve higher average realizations. CTC production stood at 40.52 lakh kgs as compared to 28.04 lakh kgs in the previous year, the increase being primarily attributable to the inclusion of Dhoedaam.

Our average realization for Orthodox tea was ' 313.33 per kilogram as against ' 312.67 per kilogram in the previous year and, in the CTC category ' 307.40 per kilogram as against ' 334.89 per kilogram.

Despite the softer pricing environment, our average realizations in both categories remained significantly higher than the Assam Valley industry averages of ' 281.00 per kilogram for Orthodox tea and ' 239.54 per kilogram for CTC tea.

Exports during the year increased to 12.43 lakh kilograms as against 11.47 lakh kilograms in the previous year, recording a growth of 8%. Export volumes were significantly higher to the United Kingdom, Germany and Poland. Indian tea exports also increased by approximately 10% to 280 million kgs on increased demand from markets such as the UAE, Iraq and China, notwithstanding the volatility arising from the conflicts in the Middle East and the Ukraine-Russia region.

Our product mix enabled us to realize the best possible value for our teas, while costs were also contained through higher production.

The turnover increased from ' 177.35 crores to ' 220.69 crores, representing a growth of 25%, primarily driven by higher production following the acquisition of Dhoedaam. This is the highest turnover recorded by Rossell Tea to date.

PROSPECTS

The year 2026 has started with mixed growing conditions, inadequate and delayed rainfall in the Upper Assam and North Bank resulting in poor cropping during the period of January to March 2026. The production in North India stands at 55 million kgs as compared to 63 million kgs last year.

April production is likely to be at par with the previous year or maybe slightly better. Extreme and varying climatic conditions are impacting crop and production and leading to increased pest activity. Rossell's performance in April was far more than the budget and has made up the deficit of March.

In India the Orthodox market has been quite buoyant since the start and we expect the same to remain firm during the course of the year with good demand from the CIS and Middle east. We have set up orthodox manufacturing facility at our Dhoedaam estate to increase production and boost revenue. Also, as the production is lower in India and Sri Lanka will give a fillip to the prices.

The CTC market which opened higher due to the shortfall of crop till March has started dropping with more arrivals coming in from April. Inflationary pressures seem to be affecting the demand. The dust prices, as compared to the brokens, are much lower as the large packeteers' are not very active as yet. This will reverse once better teas are on offer. Good quality and compliant CTC would continue to sell at remunerative prices and this is where we will be capitalizing on with improved quality delivery from Dhoedaam.

We at Rossell Tea continue to be in touch with all our customers in UK, Germany and the Middle East. We have also established some new contacts with buyers in USA and Canada. We are very hopeful that with progress of the season, we would be able to procure more export orders from Germany, UAE, UK, and Saudi Arabia and also maybe from uSa and Canada. Over the years we have built strong relationships with customers and importers, who recognize Rossell as a reliable and established supplier that adheres to quality and MRL standards.

On the Global front, production in Sri Lanka for January to March 2026 period is lower by 2 million kgs from last year. Auction prices are marginally lower than the previous year but is still about ' 10-20 more than the prevailing orthodox prices in India. Hence, this provides an opportunity for us to fill the gap. Africa which has been improving quality is lower this year by 12 million kgs till end February. It appears that Africa is shifting towards making more Orthodox teas too.

Looking ahead, we see the production in India being marginally higher though Global tea production may be slightly lower.

CTC prices may be somewhat similar to last year but marginally better for us owing to our compliance and quality. The orthodox prices will be better than the previous year.

The biggest challenge will be to protect the crop and rein in the escalating costs particularly wages and fuel. Another challenge for our exports to UK/Europe will be to remain compliant with new MRL regime of 2026.

We at Rossell view this as an opportunity as we have a very robust traceability regime in place.

Change in Nature of Business

There has been no change in any business during the year under review. The Company continues to concentrate on its core business of cultivation, manufacture and sale of tea under the Rossell Tea brand, with growth plans in the short to medium term.

Directors and Key Managerial Personnel

The Board of Directors at its meeting held on 21st May, 2026, on the recommendation of the Nomination and Remuneration Committee, has approved the following re-appointments, subject to the approval of the Members at the ensuing 32nd Annual General Meeting of the Company:

i. Re-appointment of Mr. Harsh Mohan Gupta (DIN: 00065973) as the Managing Director designated as Executive Chairman and Managing Director for a further period of 3 (three) consecutive years with effect from 1st April, 2 0 27, upon expiry of his existing term on 31st March, 2027.

ii. Re-appointment of Ms. Samara Gupta (DIN: 09801530) as a Whole time Director for a further period of about 3 (three) years with effect from 9th February, 2 0 27, upon expiry of her existing term on 8th February, 2 0 27.

In terms of the special resolutions passed at 29th Annual General Meeting held on 3rd August, 2023, the present tenure of Mr. Nirmal Kumar Khurana, as a Whole time Director would expire on 31st August, 2026. His office is subject to retirement by rotation in the ensuing Annual General Meeting. However, he has not offered himself for re-appointment. Accordingly, he shall cease to be a Director and retire from the office of the Director of the Company with effect from the conclusion of the ensuing 32nd Annual General Meeting. However, he shall continue as the Chief Financial Officer and Company Secretary till 31st August, 2026.

Thus, in accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Harsh Mohan Gupta, is the only Director liable to retire by rotation. Accordingly, he retires at the ensuing 32nd Annual General Meeting and, being eligible, offers himself for reappointment.

In keeping with the requirement of Regulation 17(1) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, at its Meeting held on 21st May, 2026, approved the appointment of Mr. Digant Mahesh Parikh (DIN - 00212589), Senior Vice-President (Finance), to the Board as a Whole time Director of the Company, based on the recommendation of the Nomination and Remuneration Committee, for a period of about 3 (three) consecutive years commencing from 26th August, 2026, subject to the approval of the Members at the ensuing 32nd Annual General Meeting.

The detailed composition of the Board of Directors has been provided in the Report on Corporate Governance.

The following persons continued as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Act:

a) Mr. Harsh Mohan Gupta - Managing Director - Chief Executive Officer (CEO)

b) Mr. Nirmal Kumar Khurana - Whole Time Director - Up to the conclusion of the ensuing 32nd Annual General Meeting;

c) Mr. Nirmal Kumar Khurana - Chief Financial Officer and Company Secretary (CFO and cS) till 31st August, 2026.

d) Ms. Samara Gupta - Whole Time Director

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March, 2026 are mentioned in Clause 5.3 of the Report on Corporate Governance as well as in the Annual Return of the Company, in the prescribed format, which is available on the website of the Company at https://www.rossellindia.com/investor-information/.

Criteria for determining Qualifications, Positive Attributes, Independence and Other Matters concerning a Director

In terms of the provisions of clause (e) of Section 134(3) read with Section 178(3) of the Act, the Nomination and Remuneration Committee, while appointing a Director, take into account the following criteria for determining qualifications, positive attributes and independence:

Qualifications: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standards of ethical behavior, good communication, leadership skills and give impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations)

Board and Committee Meetings

The Board met five times during the year, details of which are set out in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations. Details of all the Committees of the Board and the meetings held by them during the year are also set out in the Corporate Governance Report.

Independent Director's Declaration

The declarations required under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, confirming that they meet the criteria of independence, were duly received from all the Independent Directors of the Company.

Corporate Governance

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under Regulations 17 to 27 of the SEBI Listing Regulations read with schedule II thereof. A separate report on Corporate Governance in terms of Regulation 34(3) read with clause C of Schedule V of the SEBI Listing Regulations along with certificate from the Practicing Company Secretary confirming the compliance, is given as Annexure-1 and forms part of this Report.

Corporate Social Responsibility

The Company has a Corporate Social Responsibility (CSR) Policy duly approved by the Board, which is hosted on the Company's website at https://rossellindia.com/investor-information/. The CsR budget for the financial year 2025-2026 was prepared in accordance with the provisions of Section 135(5) of the Act, read with the Company's CSR Policy. The amount so budgeted was fully spent on or before 31st March, 2026. The Chief Financial Officer of the Company has certified the same to the Board in terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended). A detailed report on CSR activities and initiatives is enclosed as Annexure 2 and forms part of this Report.

Annual Performance Evaluation

In terms of the relevant provisions of the Act and SEBI Listing Regulations, the Board had carried out an annual evaluation of its own performance and that of its committees as well as individual Directors.

During the year, the performance evaluation was done at two levels - by the Independent Directors at their separate meeting as well as by the Board. First, the Independent Directors at their separate meetings held on 23 rd March, 2026 reviewed the performance of the Executive Chairman, other Whole time Non-Independent Directors and the Board of Directors as a whole with reference to the questionnaire prepared in terms of the Criteria specified by SEBI vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Subsequently, the Board at its meeting held thereafter on the same day reviewed the performance of the Board as a whole, its committees and individual Independent Directors of the Board as specified by SEBI in its aforesaid circular dated 5th January, 2017.

Annual Return

In compliance with Section 134(3) of the Act, the Annual Return of the Company, in the prescribed format, shall be made available on the website of the Company at https://www.rossellindia.com/investor-information/.

Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's code of conducts or ethics policy. The Audit Committee of the Board monitors and oversees the vigil mechanism.

The detailed policy related to this vigil mechanism is available in the Company's website at https://www.rossellindia.com/investor-information/.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act and confirm that:

(a) in the preparation of the annual accounts for Financial Year ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) 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 state of affairs of the Company for the Financial Year ended 31st March, 2026 and of the profit of the Company for that year;

(c) the Directors 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) the Directors had prepared the annual accounts for the Financial Year ended 31st March, 2026 on a 'going concern basis';

(e) the 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; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors, their Report and Notes to Financial Statements

The Statutory Auditor of your Company M/s. Khandelwal Ray & Co., Chartered Accountants, Kolkata (Firm Regn No. 302035E), were reappointed for a second term of 5 consecutive years at 28th Annual General Meeting of the Company held on 9th August, 2022 pursuant to Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

The report given by the auditors on the Financial Statement of the Company for the year under review, forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer given by the auditors in their report.

The notes to the Financial Statements are also self-explanatory and do not call for any further comments.

Cost Audit

Pursuant to Section 148 of the Act read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, your Company is required to have the audit of its cost accounting records relating to products manufactured by the Company. Accordingly, M/s. Shome & Banerjee, Cost Accountants, conducted this audit for the Previous Financial Year ended 31st March, 2025 (Firm Registration No. 000001) and submitted their report to the Central Government on 2nd September, 2025.

In terms of Section 148(3) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company has, on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants as the Cost Auditors of the Company for the Financial Year 2026-2027.

Their remuneration is required to be ratified by the members in the ensuing Annual General Meeting.

[Secretarial Audit

In terms of the provisions of Regulation 24A(1) of the SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors based on the recommendation of the Audit Committee, appointed M/s. LABH & LABH Associates, Company Secretaries (Firm Registration No. P2025WB105500) as a Secretarial Auditors of the Company for first term of five (5) consecutive years from Financial year 2025-2026 up to Financial year 2o29-2030. The said appointment was approved by the Shareholders at the 31st Annual General Meeting held on 22nd August, 2025.

The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-3 to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company has also in place the proper Board Processes and Compliance Mechanism. The report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

Secretarial Standards

During the year under review, your Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders viz. Secretarial Standard - 1 and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors reported an instance of embezzlement of Funds at Romai Tea Estate, by one of the employees of the Estate aggregating to ' 25.72 lakhs as stated in Note 46 of the Financial Statement. The matter was also brought to the attention of the Audit Committee though it does not meet the reporting threshold prescribed under Section 143(12) of the Companies Act, 2013.

The Secretarial Auditors have also reported this instance of fraud committed by an employee, in the said Tea Estate of the Company to the Board.

However, the Cost Audit is yet to be taken up by the Cost Auditor.

[Related Party Transactions

All the related party transactions are entered on arm's length basis and are in the ordinary course of business, in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There are no significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions, which are foreseen and repetitive in nature. The Policy on Related party transactions, as approved by the Board, is uploaded on the Company's website at https://www.rossellindia.com/investor-information/.

Necessary disclosure of Related Party Transactions in terms of clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure-4 to this report.

|Loans, Guarantees or Investments

During the year under review, your Company has not granted any inter-corporate loan, neither provided any guarantee in connection with any loan to any party nor made any investments in terms of the provisions of Section 186 of the Act, except the investments made by the Company in the Units of Mutual Funds during the Financial Year 2025-2026 as considered in Note 15 as Current Investments.

Statements of Subsidiaries / Joint Ventures

During the year under review, your Company does not have any Subsidiary, Associate or Joint Venture Company within the meaning of Sections 2(87) and 2(6) of the Act as on 31st March, 2026.

Accordingly, the information required in Form AOC-1 as per the First Proviso to Sub- Section 3 of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not applicable.

|Risk Management Policy

Your Company's business is exposed to various risks, including strategic and operational risks. The Company has an adequate risk management system in place, which provides for the identification, assessment and review of risks, as well as the implementation of mitigation plans by the respective risk owners.

The risks addressed by the Company and the Risk Management Committee during the year under review included those relating to market conditions, environmental factors, the impact of the Code of Wages, and other business-related matters. The Company has developed and implemented a Risk Management Policy with the objective of providing a structured framework for the proactive management of risks associated with its business operations and ensuring that growth and earnings targets, as well as strategic objectives, are achieved.

The major risks and concerns faced by the Company's business are discussed in the Management Discussion and Analysis Report, which forms part of this Report as Annexure 7.

Your Company has constituted a Risk Management Committee of the Board in accordance with Regulation 21 read with Regulation 3 of the SEBI Listing Regulations, as amended vide the SEBI notification dated 5th May, 2021. The Risk Management Committee reviews the risk assessment and risk minimization procedures in light of the Company's Risk Management Policy and enables the Board to discharge its responsibility for framing, implementing and monitoring the Compan/s risk management plan.

In the opinion of the Board, there is no risk element that may threaten the Company's continued existence.

Remuneration Policy

The Company follows a policy on Remuneration of Directors and Senior Management Personnel.

The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance.

The required disclosure under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- 5 to this report.

Human Resources

The Management of the Company continues to focus on its human resources, ensuring that employees are regularly trained and updated on various matters to maintain the required standards. Appropriate recruitment practices are in place to attract and retain skilled talent, enabling the Company to maintain its competitive position. Your Company continues to invest in the attraction, retention and development of talent on an ongoing basis.

The acquisition of Dhoedaam Tea Estate increased the Company's crop base by approximately 34%, without any addition to the human resources at the Head Office.

Industrial relations across all units remained satisfactory during the year. Your Company employed 5,710 personnel on its permanent rolls as at 31st December, 2025. Following the acquisition of Dhoedaam in January 2025, a further 2,080 employees were added, taking the total employee strength to 7,790.

Details of employee remuneration as required to be provided in terms of the provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - 6, forming a part of this report.

Prevention of Sexual Harassment

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013.

Separate Internal Complaints Committees have been constituted for each location of the Company to redress complaints relating to sexual harassment. Employees are also provided with continuous awareness and sensitization programmes on the POSH Act through competent trainers throughout the year.

During the year under review, the Company did not receive any complaint of alleged sexual harassment at any of its units.

The following Is a summary of Sexual Harassment complaint(s) received and disposed off during the financial year 2025-2026, pursuant to the POSH Act and Rules framed thereunder:

Particulars

Number

Number of complaint(s) of Sexual Harassment received during the financial year 2025-2026.

nil

Number of complaint(s) disposed off during the Financial Year 2025-2026.

nil

Number of cases pending for more than 90 days (stipulated timeline under POSH).

nil

Number of cases pending as on 31st March, 2026.

nil

The POSH committee does meet to deliberate proactively on measures and steps to avoid the occurrence of any instance of harassment. The constitution of the POSH committee is as per prescribed norms.

Compliance under Maternity Benefits Act, 1961

Your Company is in compliance with the provisions of the Maternity Benefits Act, 1961 for the year ended 31st March, 2026.

Awards and Recognition

The Company received the following awards / recognitions during the year under review:

1. Dikom Tea Estate was recognized as the Best ATEPFO Compliant Tea Estate for the year 2025, in recognition of its exemplary dedication and outstanding contribution towards the welfare of the labour community;

2. Kharikatia Tea Estate was recognized as the Best Tea Garden Compliant Factory for the year 2025, in recognition of its consistent adherence to statutory norms, exemplary commitment to safety and quality standards, and outstanding efforts in promoting employee welfare and sustainable industrial practices.

Significant and Material Orders passed by the regulators

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

Internal Financial Controls

Your Company has adequate Internal Financial Controls in place across all levels of management, and these are reviewed periodically. In the light of the incident involving misappropriation of funds at Romai Tea Estate, appropriate corrective measures have been implemented to strengthen internal controls and mitigate the risk of recurrence.

The Company's internal audits are conducted by an in-house Internal Auditor appointed pursuant to Section 138 of the Companies Act, 2013. The Audit Committee of the Board reviews the Internal Auditor's findings and recommendations, and appropriate corrective actions are taken wherever required.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (IEPF)

During the year under review, the Company had no dividend remaining unclaimed for seven years. Accordingly, the provisions of section 124(5) of the Companies Act, 2013 were not applicable to the Company for the current financial year. Hence, no transfer of share to IEPF demat account, as required under section 124(6) of the Companies Act, 2013 took place during the financial year.

Deposits

Your Company has not accepted any deposits from the public under the provisions of Chapter V of the Companies Act, 2013. Management Discussion and Analysis

A report on the Management Discussion and Analysis concerning the business of the Company is given as Annexure - 7 to this report. Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) read with Regulation 3 of SEBI Listing Regulations, as amended vide SEBI notification SEBI/LAD-NR0/GN/2021/22 dated 5th May, 2021, Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed as Annexure - 8 to this report in the format as specified by the Board from time to time.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

(i)

The steps taken or impact on conservation

Machinery upgradation is a regular process at the tea factories of Rossell Tea Division. With a view to conserving fuel, electrical energy, and other resources, the initiatives undertaken during the financial year 2025-2o26 are as follows:

Implementation of suggestions made in Energy Audit Reports conducted in the previous year at all the estate factories by IIT-Guwahati to ascertain where there was scope for energy conservation/reduction and renewable energy with zero operational emission.

Solar plants of 302.4 kWp and 493.24 kWp were commissioned at Kharikatia and Nagrijuli Tea Estates during the previous year. A solar plant for Romai of 170.5 kWp was commissioned in 2025. Two additional solar plants, at Dikom and Dhoedaam, with capacities of 367 kWp and 400 kWp respectively, were ordered. The Dikom solar plant is expected to be commissioned shortly and the Dhoedaam plant is currently being installed.

Electrical load demand agreements for peak season and lean season were amended in line with actual consumption trends to avoid wastage.

Annual maintenance of Electrical equipment like Transformers, AVRs was done which involved filtration or replacement of transformer oil. Insulation resistance correction to monitor heat loss and efficient power output, was done where necessary.

Adequate number of capacitors were provided for maintaining power factor for financial reward of 3% rebate on electricity bills.

- Hydraulic testing of the gas supply pipeline was conducted for all estates receiving gas. Leaking/worn-out valves were replaced to ensure no loss of gas.

- Compressor to color sorters compressed air leakages were blocked to prevent electric power wastage.

- Fuel-efficient gas burners at Dikom, Nokhroy and Romai have been recalibrated to get a blue flame, which indicates optimum combustion of gas.

- Cleaning of old Perspex /transparent roof sheets to save on electricity.

- Enhancement in Mechanization of pruning operations- additional pruning machines were provided for improving pruning/work standards and timely completion.

- Replacement of old motors for reducing power consumption by 2-6% compared to standard motors by using IR3 or IE4 energy-efficient motors.

- Halogen bulbs replacement with LED bulbs is ongoing.

- Motion sensor lighting switches installed in withering troughs to reduce electricity wastage.

- Water flow meters have been installed to measure and monitor water pumping.

- Overhead water tank sensor auto on/off control for saving of wastage of water as well as electric power.

- Battery-operated hand shears were provided for controlling plucking rounds to improve productivity & quality at Nagrijuli, Namsang and Dhoedaam.

- New colour sorters of large throughput installed at Dikom and Nokhroy, one ordered for Dhoedaam TE, for reducing manpower, improving the quality of product, and reducing sorting time.

- Experiments with Al-driven programmes for the identification of pest infestation. Two pilot projects were taken up at Dikom and Kharikatia.

of energy

(ii)

The steps taken by the Company for utilizing alternate sources of energy

An agreement has been signed with Tata Power Solar for the installation of additional solar plants at Dikom and Dhoedaam. The Dikom solar plant was commissioned during FY 2025-2026. Installation of the Dhoedaam solar plant is in progress.

(iii)

The capital investment in energy conservation equipment.

The total investment during the fiscal year was ' 553.00 lakhs (Solar plants, Colour sorters and other equipment).

b) Technology absorption

(i)

the efforts made towards technology absorption

Discussions with experts and training programs are conducted on an ongoing basis to encourage innovative ideas and facilitate knowledge enhancement. Concerned staff members are also sponsored to attend various seminars and workshops to further develop their skills and improve different aspects of the Company's operations. Technical seminars for technical staff are organized at the beginning of the cold-weather season, coinciding with the annual factory machinery overhaul programme.

(ii)

the benefits derived, such as product improvement, cost reduction, product development or import substitution

There has been an overall improvement in product quality and labour productivity, resulting in a reduction of cost and improved operational efficiencies.

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)

No new import of technology done during this Financial Year.

(a) the details of technology imported

No technology imported

(b) the year of import

NA

(c) whether the technology been fully absorbed

NA

(d) if not fully absorbed

NA

(iv)

The expenditure incurred on Research and Development

The Company is a Member of the Tea Research Association, Kolkata, which is registered under Sec. 35 1) (ii) of the Income Tax Act, 1961. A contribution of ' 19.09 lakhs was made during the year towards subscription by Rossell Tea Division.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was ' 1.60 lakhs on account of various expenses. The total foreign exchange earned by way of Exports was ' 5,536.96 lakhs.

Material Changes and Commitments

Your Directors confirm that there are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company and the date of this report.

Application/Proceeding pending Under the Insolvency and BankrUptcy Code, 2016

Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2025-2026.

One-Time Settlement

Your Company has not made any one-time settlement against loans taken from the Banks or Financial Institutions during the Financial Year 2025-2026.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who continue to contribute towards the growth and performance of your Company.

Your Directors also thank the business associates, financing banks, shareholders and other stakeholders of the Company for their continued support.