Asian Tea & Exports Ltd Directors Report

To The Members of

Asian Tea and Exports Ltd.

Your directors are pleased to present their 40^th Annual Report and the Audited Financial Statements for the year ended 31^st March, 2026.

1. FINANCIAL SUMMARY

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations	5,368.17	5,091.76	6,852.46	5,355.03
Other income	84.03	164.59	154.64	210.70
Total Income	5,452.20	5,256.35	7,007.70	5565.73
Profit before depreciation, finance costs and provision for exceptional items	122.98	199.55	207.06	310.33
Less: Finance Costs	89.34	167.86	111.91	212.33
Less: Depreciation	2.10	3.30	30.50	33.05
Operating Profit before Exceptional	31.54	28.40	64.65	64.95
Items
Less: Exceptional Items	-	-	-	-
Profit/ (Loss) Before Taxation	31.54	28.40	64.65	64.95
Less: Provision for Tax
- Current Tax	6.00	7.15	8.54	7.81
- Deferred Tax	(1.19)	(0.04)	(0.93)	3.78
- Taxes for Earlier Years	(0.80)	3.39	(0.11)	3.39
Profit/ (Loss) for the year	27.54	17.89	57.15	49.97
Other Comprehensive Income / (Loss) for the year (Net of tax)	1.41	1.15	1.41	1.15
Total Comprehensive Income/ (Loss) for the year	28.94	19.03	58.56	51.12

2. OPERATIONAL PERFORMANCE REVIEW

During the year under review the company has recorded a Standalone Turnover of Rs. 5,368.17 Lakhs as compared to Rs 5,091.76 Lakhs in the Previous Year. The Company has recorded a Standalone Net Profit of Rs. 27.54 Lakh as compared to Rs. 17.89 Lakh in the previous year. Further, Consolidated Turnover of Rs. 6,852.46 Lakhs as compared to Rs. 5,355.03 Lakhs in the Previous Year. The Company has recorded a Consolidated Net Profit of Rs. 57.15 Lakh as compared to Rs. 49.97 Lakh in the previous year.

3. DIVIDEND

The Board has not declared any dividend for the financial year 2025-26 to meet the working capital requirements and for capitalization of profits for further growth.

4. SHARE CAPITAL

As on 31^st March, 2026, the issued, subscribed and paid-up share capital of your Company stood at Rs. 24,94,18,000 comprising of 2,49,41,800 of Equity Shares of Rs. 10/- each. During the year under review, there is no change in authorized, issued, subscribed and paid-up share capital of the company.

5. TRANSFER TO GENERAL RESERVE:

The Balance in Standalone Other Equity stands at Rs. 2,935.37 Lakhs (P.Y Rs. 2,906.42 Lakhs). The Company has transferred nil amount to General Reserve.

6. MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

No material changes and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report.

7. DEPOSITS

Your Company has not accepted any deposit during the year under review in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and there were no unpaid deposits with the Company.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review the disclosures required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard to energy and technology absorption are not applicable to the company as the Company is engaged in the trading activities. Further, the foreign exchange earnings and outgo for the financial year ended 31^st March, 2026 is as follows:

FOREIGN EXCHANGE EARNINGS AND OUTGO: Total Foreign exchange earnings & outgo during the year were Nil

10. CERTIFICATIONS & RECOGNITIONS

Your Company is registered as a Medium Enterprise bearing UDYAM Registration No. UDYAM WB-10-0009760 under Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.

In the past Asian Tea & Exports Ltd has been awarded the prestigious Niryat Shree Export Award by FIEO, Ministry of Commerce, Government of India for excellence in exports.

11. BUSINESS RISK MANAGEMENT

The company has been following the principle of risk minimization since very long, thus required modification has been done as per Companies Act, 2013.

Therefore, in accordance with applicable Law/Regulations, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for developing, implementing and monitoring the risk management policy for the company.

The policy consists of identification of risk elements which may threaten the company such as business risk, financial risk, fidelity risk, legal risk and many more and thus establishes a pro-active approach in structuring Risk Management policy so as to guide decision on risk related issues.

12. INTERNAL FINANCE CONTROL AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company is following all the applicable Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level. The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Director

The Directors of the company as on 31.03.2026 are as follows:

Name of Directors	Category
Mr. Hariram Garg	Managing Director
Mr. Sunil Garg	Non-Executive Non-Independent Director
Mrs. Rama Garg	Non-Executive Non-Independent Women Director
Mr. Akhil Kumar Manglik	Non-Executive Independent Director
Mr. Rajnish Kumar Kansal	Non-Executive Independent Director
Mr. Kuldeepak Bansal	Additional Director (Non-Executive & Independent)

Mr. Manish Jajodia (DIN: 02945372), Non-Executive Independent Director of the Company resigned from Directorship of the Company with effect from the close of business hours on 26^th March, 2026 due to some unavoidable personal reasons.

At the board meeting held on 26^th March, 2026, Mr. Kuldeepak Bansal (DIN: 05270419) was appointed as an Additional Director (Non-Executive & Independent). Thereafter, he was regularized as a Non-Executive, Independent Director of the Company, not liable to retire by rotation for a term of 5 (Five) consecutive years commencing from 26^th March, 2026 till 25^th March, 2031, by Special Resolution passed by the members of the Company by way of Postal Ballot conducted through remote e-voting process on 4^th May, 2026, Results of which were declared on 05^th May, 2026. The said independent director had given a declaration that he meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent directors have submitted their declaration of independence as required under Section 149 of the Companies Act, 2013 and the Board is of the opinion that they are independent within the meaning of the said requirement of the Act.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and Listing Regulations.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the

Companys Articles of Association, Mrs. Rama Garg (DIN: 00471845) retires by rotation at the ensuing 40^th Annual General Meeting and being eligible, offers herself, for reappointment in compliance with the provisions of the Companies Act, 2013. Brief resume of Mrs. Rama Garg, nature of her expertise in specific functional areas and details of his directorship and membership/chairmanship of Board/Committees, as stipulated under Listing Regulations has been provided in the Annexure to the Notice of the 40^th Annual General Meeting of the Company.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, at their Meeting held on 28^th August, 2026, has given their consent to the voluntary stepping down of Mr. Hariram Garg (DIN: 00216053) from the office of Managing Director with effect from 28^th September, 2026 and his continuation as Chairman & Non-Executive director of the company, liable to retire by rotation, subject to the approval of the Members of the Company at the ensuing 40^th Annual General Meeting. Brief resume of Mr. Hariram Garg, nature of his expertise in specific functional areas and details of his directorship and membership/chairmanship of Board/Committees, as stipulated under Listing Regulations has been provided in the Annexure to the Notice of the 40^th Annual General Meeting of the Company.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, at their Meeting held on 28^th August, 2026, has given their consent to the appointment of Mr. Sunil Garg (DIN: 00216155) as the Managing Director of the Company, not be liable to retire by rotation, for a term of 5 (Five) years commencing from 28^th September, 2026 to 27^th September, 2031, not liable to retirement by rotation, subject to the approval of the Members of the Company at the ensuing 40^th Annual General Meeting pursuant to the provisions of Sections 196, 197, 198, 200 and 203 and other applicable provisions, if any, of the Companies Act, 2013("Act"), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, and Regulation 17(1C) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Brief resume of Mr. Sunil Garg, nature of his expertise in specific functional areas and details of his directorship and membership/chairmanship of Board/Committees, as stipulated under Listing Regulations has been provided in the Annexure to the Notice of the 40^th Annual General Meeting of the Company.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, at their Meeting held on 28^th August, 2026, has given their consent to the reappointment of Mr. Akhil Kumar Manglik (DIN: 01344949), who was appointed as a Non-Executive Independent Director of the Company by the Members for a period of 5 (Five) consecutive years with effect from 06^th September, 2021 till 05^th September, 2026, for a further period of 5 (Five) consecutive years commencing from 06^th September, 2026 till 05^th September, 2031, not liable to retirement by rotation, subject to the approval of the Members of the Company at the ensuing 40^th Annual General Meeting pursuant to the provisions of Sections 149, 150, 152 read with schedule IV read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being in force) along with Regulation 17 and 25 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Brief resume of Mr. Akhil Kumar Manglik, nature of his expertise in specific functional areas and details of his directorship and membership/chairmanship of Board/Committees, as stipulated under Listing Regulations has been provided in the Annexure to the Notice of the 40^th Annual General Meeting of the Company.

None of the Directors of the Company suffers from any disqualification under Section 164(2) of the Companies Act, 2013 and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

B. Key Managerial Personnels

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

Name of KMP	Designation
Mr. Hariram Garg	Managing Director
Mr. Rajesh Garg	Chief Financial Officer
Mrs. Anjali Shaw #	Company Secretary and Compliance Officer (upto 15-07-2025)
Mr. Priyarup Mukherjee #	Company Secretary and Compliance Officer (w.e.f. 09-10-2025)

# Mrs. Anjali Shaw has resigned as the Company Secretary and Compliance Officer of the Company with effect from the closure of business hours of 15^th July, 2025. The Company filled the vacancy by appointing Mr. Priyarup Mukherjee as the Company Secretary and Compliance Officer of the Company with effect from 09^th October, 2025, under Section 203 of Act, 2013 and under Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration and other details of the KMPs for the year ended 31^st March, 2026 are mentioned in the Annual Return which forms an integral part of this Report and is available on the Companys website viz., www.asianteaexports.com.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors hereby confirm 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) The Directors have, in the selection of Accounting Policies, consulted the statutory Auditor and have 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 as on 31^st March, 2026 and of the Profit and Loss for the financial year ended 31^st March, 2026;

c) The Directors have 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 have prepared the annual accounts on a ‘going concern basis.

e) The Directors have laid down internal financial controls relating to financial matters to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

15. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government u/s 118 (10) of the Act.

16. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 i.e. Corporate Social Responsibility is not applicable to the company. Therefore, your company has neither implemented any Corporate Social Responsibility Initiatives nor constituted any CSR committee.

17. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with the Listing Regulations, approved by the Board together with a Certificate from Ms. Puja Pujari, (CP No.20171, Membership No. FCS 13102),

Proprietor of M/s Puja Pujari & Associates, Practicing Company Secretaries of Rishra, BL-A9, 2^nd Floor, Rishra, West Bengal-712203 regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure "B".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

18. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted the ‘Policy on Prevention of Sexual Harassment (POSH) at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The Internal Complaints Committee, which has been constituted as per the aforesaid policy, reports to the Audit Committee of the Board of Directors of the Company on the complaints received and action taken by it during the financial year.

The following are the summary of the complaints received and disposed of during financial year 2025-2026:

Number of sexual harassment complaints received during the financial year	Number of complaints disposed off during the year	Number of complaints pending for more than 90 days
Nil	Nil	Nil

19. ANNUAL RETURN

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2026 is displayed on the website of the Company www.asianteaexports.com.

20. MEETINGS OF THE BOARD / COMMITTEE / GENERAL MEETING

A. Board Meetings

During the year under review 13 (Thirteen) meetings of the Board of Directors were held on 22-04-2025, 29-05-2025, 23-06-2025, 15-07-2025, 06-08-2025, 01-09-2025, 20-09-2025, 09-10-2025, 23-10-2025, 14-11-2025, 22-12-2025, 13-02-2026 and 26-03-2026. The details about the meeting have been provided in the Corporate Governance which is annexed to this Report.

B. Committee Meeting

I. Audit Committee

The Audit Committee met 5 (Five) times during the financial year 2025-26. Section 177 of the Companies Act 2013 of Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details have been provided in the Corporate Governance which is annexed to this Report.

II. Nomination & Remuneration Committee

The Nomination and Remuneration Committee met 4 (Four) times during the financial year 2025-26. Section 178 of the Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details have been provided in the Corporate Governance which is annexed to this Report.

III. Stakeholders Relationship Committee

The Stakeholder Committee met 1 (One) time during the financial year 2025-26. Section 178 of the Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details have been provided in the Corporate Governance which is annexed to this Report.

IV. Share Transfer and Investor Grievance Committee

The Share Transfer and Investor Grievance Committee met 1 (One) during the financial year 2025-26. The details have been provided in the Corporate Governance which is annexed to this Report.

C. Annual General Meeting

During the year the 39^th Annual General Meeting of the Members was held on 24-09-2025. The details have been provided in the Corporate Governance which is annexed to this Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 have been provided in the Financial Statements for the year ended 31^st March, 2025.

22. AUDITORS

A. Statutory Auditors

At the 36^th Annual General Meeting held on 29-09-2022, M/s. Agarwal Kejriwal & Co., Chartered Accountants, (Firm Registration No. 316112E) were appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of 41^st Annual General Meeting to be held in 2027.

Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) and are otherwise not disqualified under any provisions of the Act and rules made thereunder.

The Statutory Auditors Report for financial year 2025-26 forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not have any matter to report under Section 143(12) of the Act and hence no details thereof is required to be disclosed under Section 134(3) of the Companies Act, 2013.

B. Secretarial Auditor

Pursuant to provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and 36 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 the Company appointed M/s. Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP 20171) Practicing Company Secretaries as the Secretarial Auditor of the Company for the term of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30 at the 39^th Annual General Meeting held on 24-09-2025. The Report of the Secretarial Auditors for the financial year 2025-26 in Form MR-3 is annexed herewith as "Annexure C" to this report. The report is self-explanatory and does not call for any further comments.

C. Annual Secretarial Compliance Report

The requirement of Annual Secretarial Compliance Audit under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 08.02.2019 is applicable to the Company during the year under review. Pursuant to Regulation 24A of SEBI listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s. Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP 20171) Practicing Company Secretaries and the same was submitted to the Stock Exchanges within the prescribed time limits. Greenol Laboratories Pvt. Ltd. and Sarita Nupur Vyapar Pvt. Ltd., material subsidiaries of the Company had obtained Secretarial Audit Reports from the aforementioned Practicing Company Secretary with no other remarks as annexed in the reports.

D. Internal Auditor

M/s Arya Agarwal & Associates, (FRN No: 329343E), Proprietor CA Sumedha Arya Agarwal (M. No 300716) Practicing Chartered Accountants performed the duties of Internal Auditors of the company for the financial year 2025-26 and their report submitted is reviewed by the Audit Committee & Board of Directors from time to time.

For the current financial year 2026-27, the Board has appointed M/s Yash & Associates, Chartered Accountants (FRN: 32522E) as the Internal Auditors of the company as the tenure of previous Internal Auditors has been completed.

E. 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 not required to appoint Cost Auditor to audit the cost records of the applicable products of the Company.

23. EXPLANATION ON AUDITORS REMARKS

The Notes to Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. However, the following observations were made in the Report. under the para "Emphasis-of-Matter".

Observation by the Auditor	Managements Opinion
The Company has outstanding debtors of Rs. 251.19 lakhs which is outstanding for more than 3 years and no provision has been made for possible loss against recovery.	Management is of the view that it will be recovered/adjusted in the normal course of business.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Boards Report.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company has not declared any Dividend and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

26. POLICIES

All applicable policies are available on the website of the Company at http://asianteaexports.com/corporate-code-of-conduct-&-policies.html. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

27. PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year there were no material related party transactions with the promoters, the directors or the management, their subsidiaries or relatives etc. by your Company that may have a potential conflict with the interest of the Company. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are verified by the Auditor and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

The Company has formulated a policy on Related Party Transactions. The weblink of the policy is http://asianteaexports.com/corporate-code-of-conduct-&-policies.html. All related party transactions entered during the Financial Year 2025-26 were in the ordinary course of the business and on arms length basis, details of which have been provided in the Notes to the Financial Statements.

The disclosures of transactions of the Company with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company is given in Note No. 37 of the Notes to the Financial Statements.

28. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

No material changes and commitment affecting the financial position of the Company have occurred during the financial year to which the financial statements relate at the end of the financial year 31^st March, 2026.

Details of Subsidiary/Joint-Venture/Associate Companies:

Subsidiaries	Associates
1. Greenol Laboratories Pvt. Ltd.	1. Kesavatsapur Tea Co. Pvt. Ltd
2. Sarita Nupur Vyapar Pvt. Ltd	2. Asian Tea Co. Pvt. Ltd
3. Herbby Tea Plantations Pvt. Ltd.	3. Hurdeodass Co. Pvt. Ltd

29. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

During the year, your company maintained harmonious and cordial Industrial Relations. Your directors acknowledge and appreciate the efforts and dedication of employees of the company.

30. PARTICULARS OF EMPLOYEES

The Company had no employee who were in receipt of more than Rs 1.02 Crores per annum during the year ended 31st March, 2026 or of more than Rs 8.50 Lakhs per month during any part thereof. However, the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

Details Pertaining to Remuneration as required U/S 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016:

Name of the Director/KMP	Remuneration of Director/ KMP for F.Y. 2025-26 (Rs. in lakhs)	% of Increase/ (decrease) in Remuneratio n in F.Y. 2025-26	Ratio of remuneration of each director/to the median remuneration of employees
1 Mr. Hariram Garg, Managing Director *	Nil	Nil	Nil
2 Mr. Sunil Garg, Non-Executive Non- Independent Director	0.16	6.67%	0.05: 1
3 Mrs. Rama Garg, Non-Executive Non-Independent Director	0.16	6.67%	0.05: 1
4 Mr. Akhil Kumar Manglik, Non- Executive Independent Director	0.16	6.67%	0.05: 1
5 Mr. Rajnish Kumar Kansal, Non- Executive Independent Director **	0.16	45.45%	0.05: 1
6 Mr. Manish Jajodia, Non-Executive Independent Director (Resigned w.e.f. 26-03-2026) ***	0.12	(14.29)%	0.04: 1
7 Mr. Kuldeepak Bansal, Additional Director (Non-Executive & Independent) [Appointed w.e.f. 26- 03-2026) ****	Nil	Not Applicable	Nil
8 Mr. Rajesh Garg, Chief Financial Officer	2.82	0.00%	Not Applicable
9 Mrs. Anjali Shaw, Company Secretary and Compliance Officer (Resigned w.e.f. 15-07-2025) *****	2.16	(48.45) %	Not Applicable
10 Priyarup Mukherjee, Company Secretary and Compliance Officer (Appointed w.e.f. 09-10-2025) ******	3.19	Not Applicable	Not Applicable

* No remuneration was payable to Mr. Hariram Garg, Managing Director, during FY 2025-26. The sum of Rs. 25.38 lakhs paid to him represents gratuity relating to earlier years and does not form part of his remuneration for FY 2025-26; accordingly, the ratio has been shown as Nil.

** Increase in % of Remuneration is on account of Mr. Rajnish Kumar Kansals appointment a Non-Executive Independent Director w.e.f. 27-06-2024; sitting fees for FY 2024-25 relate to a part of the year only, as against a full year in FY 2025-26.

*** Decrease in % of Remuneration is on account of Mr. Manish Jajodias resignation as Non-Executive Independent Director w.e.f. 26-03-2026; sitting fees for FY 2025-26 relate to a part of the year only, as against a full year in FY 2024-25. The ratio reflects sitting fees for the period of his directorship during the year.

**** Mr. Kuldeepak Bansal was appointed as a Non-Executive Independent Director on 26-03-2026. As no Board Meeting was held thereafter during FY 2025-26 no sitting fees were payable to him and there being no corresponding figure for FY 2024-25 figures for the two years are not comparable.

***** Decrease in % of Remuneration is on account of Mrs. Anjali Shaws resignation as Company Secretary and Compliance Officer w.e.f. 15-.07-2025. Remuneration for FY 2025-26 has been paid proportionately for the period of her appointment only.

****** Mr. Priyarup Mukherjee was appointed as Company Secretary and Compliance Officer w.e.f. 09-10-2025; remuneration for FY 2025-26 has been paid proportionately for the period of his appointment, and there being no corresponding figure for FY 2024-25, the percentage increase is not comparable.

1. The median remuneration of employees increased from Rs. 2.62 lakhs in financial year 2024-25 to Rs. 2.945 lakhs in financial year 2025-26, representing an increase of 12.40%.

2. There were 7 employees on the rolls of the company as on 31-03-2026.

3. The average percentile increase in the salaries of employees other than managerial personnel during FY 2025-26 was approximately 37.85% (based on employees common to both financial years, comprising departmental staff), as against an average percentile increase of approximately 5.00% in the remuneration of comparable managerial personnel (Non-Executive Directors continuing in office throughout both years and the Chief Financial Officer).

The increase in remuneration of managerial personnel is thus lower than the average increase given to other employees, and is in line with the Companys remuneration policy. There are no exceptional circumstances warranting an increase in managerial remuneration during the year. Variations in remuneration/sitting fees of certain Directors and the Company Secretary, as explained in the notes above, are attributable solely to changes in their appointment status (appointment, resignation or part-year holding of office) during the year, and not to any exceptional increase in managerial remuneration.

4. Remuneration paid during the financial year 2025-26 is as per the Nomination & Remuneration Policy of the Company.

31. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts.

32. 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.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

34. WEBSITE OF THE COMPANY

Your Company maintains a website www.asianteaexports.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

35. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by the

Ministry of Corporate Affairs, Government of India, enabling the service of documents including the Annual Report consisting of Notice, Accounts and other relevant Reports through the electronic mode. Shareholders holding shares in physical form are requested to register/update their e-mail address with the Companys Registrar and Share Transfer Agent, M/s. S.K.

Infosolutions Pvt. Ltd.

Shareholders who have not registered their e-mail addresses so far are requested to follow the procedure as mentioned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their participation in the AGM. Those holding shares in Demat form can register their e-mail address with their concerned DPs.

36. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Government Departments, Stock Exchange and other regulatory organizations for their continued support and cooperation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company. The Directors also appreciate and value the trust reposed in them by Members of the Company.

For and on Behalf of the Board
Registered Office:
4/1, Middleton Street,
Sikkim Commerce House
5th Floor, Kolkata-700071
Date: 03rd September, 2026
Sd/-	Sd/-
Hariram Garg	Sunil Garg
(DIN: 00216053)	(DIN: 00216155)
Managing Director	Director